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HomeMy WebLinkAboutContract 47887JUN 2 9 2016 CITY OFFog IE OF TEXAS CIrYSECREii11;Y COUNTY OF TARRANT CITY SECRETARY1� NCONTRACT NO. V I This contract ("Contract") is made and entered into by and between the City of Fort Worth (hereafter "City") and Columbia Renaissance Square I, L.P. (hereafter "Developer"), a Texas limited partnership. City and Developer may be referred to individually as a "Party" and jointly as "the Parties". The Parties state as follows: WHEREAS, City has received a grant from the United States Department of Housing and Urban Development through the HOME Investment Partnerships Program, Catalog of Federal Domestic Assistance No. 14.239, with which City desires to promote activities that expand the supply of affordable housing and the development of partnerships among City, local governments, local lenders, private industry and neighborhood -based nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq., is to benefit low and moderate income individuals and families by providing them with affordable housing; WHEREAS, Developer is a Texas limited partnership consisting of Columbia Renaissance Square Partners, LLC, a Georgia limited liability company, as General Partner; and, RBC Tax Credit Equity, LLC, an Illinois limited liability company, as Investor Limited Partner, and RBC Tax Credit Manager II, Inc., a Delaware corporation, an affiliate of Investor Limited Partner as Special Limited Partner.The New Columbia Residential, LLC, a Georgia limited liability company, is the Managing Member of the General Partner and East 43rd LLC, is a Member of the General Partner and a Texas certified Historically Underutilized Business; WHEREAS, Developer proposes to use HOME funds for an eligible project under the HOME Regulations whereby Developer will construct, develop, own, and operate a new 140- unit mixed income multifamily rental complex in the City; WHEREAS, Developer has received an award of 2015 Competitive (9%) Housing Tax Credits from the Texas Department of Housing and Community Affairs for a portion of the costs of the development of the project to be commonly known as the Columbia Renaissance Square; WHEREAS, Developer has received a commitment of a loan from the Fort Worth Housing Finance Corporation for a portion of the development costs of the project; and WHEREAS, City citizens and the City Council have determined that the development of quality, accessible, affordable housing is needed for moderate, low, and very low-income City citizens. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. OFFICIAL RECORD CITY SECRETARY FT, WORTH, TX Rev. 06/21/2016 Page 1 NOW, THEREFORE, in consideration of the mutual covenants and obligations and responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms and conditions hereinafter stated, the Parties understand and agree as follows: 1. INCORPORATION OF RECITALS. City and Developer hereby agree that the recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Contract. 2. DEFINITIONS. In addition to terms defined in the body of this Contract, the following terms shall have the definitions ascribed to them as follows: Accessible Units means units accessible to handicapped tenants. Developer must comply with Section 504 requirements and all other applicable Federal accessibility requirements. The Required Improvements must contain 10 Accessible Units. Of these 10 units, 7 must be accessible to individuals with mobility impairments, and the other 3 must be accessible to individuals with visual or hearing impairments. Act means the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. Affordable Rent means a rent amount that does not exceed the High HOME Rent Limit published annually by HUD, with adjustment for the bedroom size of the housing unit as more particularly described on Exhibit "A" — Project Summary. Affordability Period means the period of time that HOME Units must be leased to HOME Eligible Households for Affordable Rent. The Affordability Period for this project is 20 years. The Affordability Period begins on the date that the project status is changed to "complete" in IDIS. Affordability Requirements means the HOME Units remain occupied by HOME Eligible Households paying Affordable Rent throughout the Affordability Period in accordance with the terms of this Contract and the HOME Regulations. Area Median Income or AMI means the median family income for the Fort Worth -Arlington metropolitan statistical area as set annually by HUD. Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No. 20020-12-2011. Complete Documentation means the following documentation as applicable: HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square 1, L.P. Rev. 06/21/2016 Page 2 1. Attachments I and II, with supporting documentation as follows: a. Proof of expense: invoices, leases, service contracts or other documentation showing the nature of the cost and that payment is due by Developer. b. Proof of payment: cancelled checks, bank statements, or wire transfers necessary to demonstrate that amounts due by Developer were actually paid by Developer. 2. Other documentation: (i) final lien releases signed by the general contractor or subcontractors, if applicable; (ii) copies of all City permits and City -issued "pass" inspections for such work; (iii) documentation to show compliance with BDE or DBE bidding process for procurement or Contract activities, if applicable; (iv) proof of contractor, subcontractor and vendor eligibility as described in Section 6.6; and (v) any other documents or records reasonably necessary to verify costs spent for the project. 3. Complete Documentation shall meet the standards described in Exhibit "J" — Standards for Complete Documentation. Completion means the substantial completion of the Required Improvements as evidenced by a Neighborhood Services Department Minimal Acceptable Standard Inspection report, HUD Compliance Inspection Report and any other applicable final inspection approval from the City showing that the Required Improvements have met City and HOME standards. Completion Deadline means December 31, 2017. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Deed of Trust means any deed of trust from Developer in favor of City covering the Property and securing the indebtedness evidenced therein and Developer's perfoiniance of the requirements of this Contract and the of the HOME Regulations, as the same may be extended, amended, restated, supplemented or otherwise modified. The form of the Deed of Trust is attached as Exhibit "E" — Loan Documents. Director means the Director of the City's Neighborhood Services Department. Effective Date means June 21, 2016. Fort Worth Housing Solutions means the Texas municipal housing authority located in Fort Worth, Texas. Fort Worth Housing Finance Corporation or FWHFC means the Fort Worth Housing Finance Corporation, a Texas housing finance corporation and public instrumentality of the City of Fort Worth. HOME means the HOME Investment Partnerships Program. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 3 HOME Eligible Household means a household whose annual income adjusted for family size does not exceed 80% of AMI using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances. The definition of annual income to determine tenant income eligibility shall be the definition at 24 CFR Part 5.609, as amended from time to time. HOME Funds means the HOME Program grant funds supplied by City to Developer under the terms of this Contract. HOME Regulations means the HOME Investment Partnerships Program Final Rule at 24 CFR Part 92 et seq. HOME Unit means a housing unit subject to the HOME Regulations leased to a HOME Eligible Household at Affordable Rent for the duration of the Affordability Period as further described in Exhibit "A" — Project Summary. The HOME Units can be designated as either High and/or Low HOME units. The HOME Units are floating. This project contains 9 Home Units. Of these HOME Units, 3 are one -bedroom units, 5 are two -bedroom units, and lis a three -bedroom unit. High HOME Unit means a unit that must be leased to High HOME Eligible Tenant for High HOME Rent. High HOME Units can float among units that are materially similar in number of bedrooms, square footage, and amenities; however, if the units are not materially similar, then the High HOME units must be fixed. This project contains 7 High HOME Units. Of these High HOME Units, 2 are one - bedroom units, 4 are two -bedroom units, and lis a three -bedroom unit. High HOME Eligible Tenant means (i) for a tenant who is the first to occupy a High HOME Unit, a tenant whose annual income adjusted for family size does not exceed 60% of AMI, and (ii) for a tenant who is not the first to occupy a High HOME Unit, a tenant whose annual income adjusted for family size does not exceed 80% of AMI. Tenant income must be verified using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances subject to the income verification requirements of Section 7.2. High HOME Rent means a rent amount that is the lesser of (i) the HUD -established Fair Market Rent for existing comparable housing units in the area, or (ii) 30% of the adjusted income of a family whose annual income equals 65% of AMI with adjustment for the bedroom size of the housing unit. High Home Rent may not exceed the maximum rent limitations set by HUD minus utility allowances. For the purposes of this Contract, "utility allowances" are those monthly allowances for utilities (excluding telephone) published annually by the Fort Worth Housing Solutions. Housing Tax Credits means the federal housing tax credits allocated by the Texas Department of Housing and Community Affairs under Section 42(h) of the Internal Revenue Code of 1986, as amended. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 4 HUD means the United States Department of Housing and Urban Development. IDIS means Integrated Disbursement Information System, HUD's project tracking system. Investor means the entity purchasing the housing tax credits, and any successors and assigns. Loan means the HOME Funds provided to Developer by City under the terms of this Contract as more particularly described in the Loan Documents. Loan Documents means security instruments which Developer or any other party has executed and delivered to City including without limitation, the City's Promissory Note and Deed of Trust, or any other similar security instruments evidencing, securing or guaranteeing City's interest in the Required Improvements constructed under this Contract and further evidencing, securing, or guaranteeing Developer's performance of the Affordability Requirements during the Affordability Period, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. Low HOME Eligible Tenant means a tenant whose annual income adjusted for family size does not exceed 50% of AMI set by HUD. Tenant income must be verified using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances subject to Section 7.2 of this Contract. Low HOME Rent means a rent amount that is no more than 30% of the annual income of a family at 50% of AMI adjusted for family size. Low Home Rent may not exceed the maximum rent limitations established by HUD minus utility allowances. For the purposes of this Contract, "utility allowances" are those monthly allowances for utilities (excluding telephone) published annually by the Fort Worth Housing Solutions. Low HOME Unit means a unit that must be leased to Low HOME Eligible Tenant for Low HOME Rent. Low HOME Units can float among units that are materially similar in number of bedrooms, square footage, and amenities; however, if the units are not materially similar, then the Low HOME units must be fixed. If there are more than 5 HOME Units, then 20% of the total HOME units must be designated as Low. This project contains 2 Low HOME Units. Of these Low HOME Units, 1 is a one - bedroom unit, and 1 is two -bedroom unit. FWHFC Loan means the funds provided to Developer by FWHFC under the terms of the FWHFC Loan Documents. FWHFC Loan Documents means the Loan Agreement, the Second Lien Promissory Note and the Second Lien Deed of Trust. Neighborhood Services Department means the City's Neighborhood Services Department. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 5 Plans means the plans and specifications related to the Required Improvements prepared by the Developer's architect which have been delivered to and then reviewed and approved by City on or before the Effective Date, and any and all amendments thereto approved by City. Promissory Note means any note in the amount of the HOME Funds executed by Developer payable to the order of City, as the same may be extended, amended, restated, supplemented or otherwise modified. The form of the Promissory Note is attached as Exhibit "E" — Loan Documents. Property means the land on which the Required Improvements shall be constructed as more particularly described in and encumbered by the Deed of Trust. Required Improvements or the project means all the improvements for a 140-unit mixed income affordable multifamily rental housing project to be constructed on the Property, together with all fixtures, tenant improvements and appurtenances now or later to be located on the Property and/or in such improvements. The Required Improvements are commonly known as the Columbia Renaissance Square. The current street address of the project is 3801 W.G. Daniels Dr., Fort Worth, TX 76119. Reimbursement Request means all reports and other documentation described in Section 10. Section 504 requirements means the requirements of Section 504 of the Rehabilitation Act of 1973 to provide accessible housing to persons with disabilities. Section 504 requires that 5% of the units (but not less than 1 unit) in a newly constructed multifamily project must be accessible to individuals with mobility impairments, and an additional 2% of the units (but not less than 1 unit) must be accessible to individuals with sensory impairments. Stabilization means the earlier of (i) the date the project's senior loan converts to its permanent phase and begins principal amortization, or (ii) August 31, 2018. Subordination Agreement means the Subordination Agreement among Developer's construction and permanent financing lender, Developer and City outlining the relative priorities of the construction and permanent loan and the City's Loan for the project. TDHCA means the Texas Department of Housing and Community Affairs. Tenant Documentation means any documentation allowed under the definition of annual income in 24 CFR Part 5.609 sufficient to show that a tenant is a HOME Eligible Household. Documentation may include but is not limited to copies of paychecks, Social Security and disability verification letters, interest or rental income statements, retirement income statements, child support and alimony verification, unemployment benefit letters, and the like for initial tenant income eligibility verifications, and the tenant income verification required every 6th year of the Affordability Period. Documentation for tenant income eligibility verifications for other than the initial lease and the 6th year of the Affordability Period shall be a City -approved income self -certification form. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 6 3. TERM AND EXTENSION. 3.1 Term of Contract. The term of this Contract commences on the Effective Date and terminates in 3 years unless earlier terminated as provided in this Contract. 3.2 Extension of Contract. This Contract may be extended for 2 one-year extensions upon Developer submitting a request for an extension in writing at least 60 days prior to the end of the Contract term. The request for extension shall include the reasons for the extension, and Developer's anticipated budget, construction schedule and goals for the extended term. It is specifically understood that it is within City's sole discretion whether to approve or deny Developer's request for an additional term. Any such extension shall be in the form of an amendment to this Contract. 3.3 Term of Loan. The term of the Loan shall commence on the date of the Promissory Note and terminates (i) for the payment of $1,200,000.00 of the HOME funds, 15 years after Stabilization and (ii) for Developer's performance of the Affordability Requirements, the termination of the Affordability Period, so long as the terms and conditions of this Contract and the Loan Documents have been met. 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide HOME Funds. City shall provide up to $1,200,000.00 of HOME Funds in the form of the Loan for part of the cost of acquisition of the Property and construction of the Required Improvements, under the terms and conditions of this Contract and the Loan Documents. 4.2 City Will Monitor. City will monitor the activities and performance of Developer and any of its contractors, subcontractors or vendors throughout the Affordability Period, but no less than annually as required by 24 CFR Part 92.504. 5. DUTIES AND RESPONSIBILITIES OF DEVELOPER. 5.1 Construction of Required Improvements. Developer shall complete the construction of the Required Improvements as described in Exhibit "A" — Project Summary in accordance with the Plans, the schedule set forth in Exhibit "C" - Construction and Reimbursement Schedule, and the terms and conditions of this Contract. 5.1.1 Written Cost Estimates, Construction Contracts and Construction Documents. Developer shall submit any construction contracts and construction documents to City to show the work to be undertaken for the Required Improvements in sufficient detail that City can perform all required inspections in accordance with 24 CFR Part 92.251 (a)(2)(iv). City shall HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/2 1 /2016 Page 7 review written cost estimates for the construction of the Required Improvements to determine that such costs are reasonable. In the event City in its reasonable discretion determines that such costs are unreasonable, Developer shall revise said costs estimates to City's satisfaction. 5.2 Use of HOME Funds. 5.2.1 Costs in Compliance with HOME Regulations and Contract. Developer shall be reimbursed for eligible project costs with HOME Funds only if City determines in its sole discretion that: 5.2.1.1 Costs are eligible expenditures in accordance with the HOME Regulations. 5.2.1.2 Costs are in compliance with this Contract and are reasonable and consistent with industry norms. 5.2.1.3 Complete Documentation, as applicable, is submitted by Developer. 5.2.2 Budget. Developer agrees that the HOME Funds will be paid on a reimbursement basis in accordance with Exhibit "B" - Budget and Exhibit "C" - Construction and Reimbursement Schedule. Developer may increase or decrease line item amounts in the HOME Funds Budget with the Director's prior written approval, which approval shall be in the Director's sole discretion. Any such increase or decrease in line items in the Budget shall comply with Section 5.2.1,Exhibit "A — Project Summary, and shall not increase the total amount of HOME Funds. 5.2.3 Change in Budget. 5.2.3.1 Developer will notify City promptly of any additional funds it receives for construction of the project, and City reserves the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation. 5.2.3.2 Developer agrees to utilize the HOME Funds to supplement rather than supplant funds otherwise available for the project. 5.3 Payment of HOME Funds to Developer. HOME Funds will be disbursed to Developer upon City's approval of Developer's Reimbursement Requests, including submission of Complete Documentation to City in compliance with Section 10. As more particularly described in the HOME Funds Budget, City will hold back $50,000.00 of the HOME Funds until City verifies that the first HOME Unit has been leased to a HOME Eligible Household. It is expressly agreed by the Parties that any HOME Funds not reimbursed to Developer shall remain with City. 5.4 Identify Project Expenses Paid with HOME Funds. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 8 Developer will keep accounts and records in such a manner that City may readily identify and account for project expenses reimbursed with HOME Funds. These records shall be made available to City for audit purposes and shall be retained as required hereunder. 5.5 Acknowledgement of City Payment of HOME Funds. Within 90 days of Completion, Developer shall sign an acknowledgement that City has paid all HOME Funds due under this Contract, or shall deliver a document executed by an officer of Developer identifying all or any portion of the HOME Funds that City has not paid to Developer. Once City has met all of its obligations for payment of HOME Funds hereunder, an officer of Developer shall sign an acknowledgement of same. 5.6. Security for City's Interest and Developer's Performance. To secure City's interest in the Required Improvements and the performance of Developer's obligations hereunder, Developer shall execute the Loan Documents and record the Deed of Trust encumbering the Property at the earlier of (i) the acquisition of the Property, or (ii) the closing of Developer's construction loan. No HOME Funds will be paid or reimbursed until the Deed of Trust is recorded. The City's interest in preserving the affordability of the HOME Units will be additionally secured by the Declaration of Land Use Restrictive Covenants ("LURA") established and enforced by TDHCA for the Housing Tax Credits. The TDHCA's LURA shall restrict the project and Property to certain occupancy and rent requirements for a period of 40 years. 5.6.1 Loan Terms and Conditions. Developer will be required to: 5.6.1.1 Execute and deliver the Promissory Note and Deed of Trust along with any other Loan Documents required by City. 5.6.1.2 Provide City with a Mortgagee's Policy of title insurance in the amount of the Loan. 5.6.1.3 Pay all costs associated with closing the Loan. 5.6.1.4 Provide City with an estimated settlement statement from the title company at least 3 business days before closing. 5.6.1.5 Ensure City's lien is subordinate only to the senior indebtedness described in the Subordination Agreement and the FWHFC Loan. City must approve in writing any secured financing for the project that is to be subordinate to the Loan. 5.6.1.6 The term of the Loan shall be as specified in Section 3.3. 5.6.1.7 Interest on the Loan shall accrue at the lesser of the Long Term Applicable Federal Rate in effect on the date of the Promissory Note, or 1% per annum. Payment of principal and interest on the Loan, HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 9 shall be based on a 30 year amortization schedule. Interest shall accrue beginning at Stabilization. Principal and interest shall be due and payable in equal annual installments beginning 12 months after Stabilization and continuing annually thereafter until the Final Payment Date in the Promissory Note. Any payments will be applied first to accrued interest and the remainder to reduction of the principal amount. Provided however, principal and interest are only payable from Net Cash Flow as defined in Developer's Second Amended and Restated Limited Partnership Agreement, as may be amended from time to time (the "Partnership Agreement"). Principal and interest to the extent not paid from Net Cash Flow shall be deferred and shall be paid out of Developer's Net Cash Flow in subsequent years. All unpaid principal and accrued and unpaid interest remaining outstanding shall be paid on or before the Final Payment Date in the Promissory Note. 5.6.1.8 INTENTIONALLY DELETED 5.6.1.9 Early repayment of the Loan shall not relieve Developer of its obligations under this Contract or the HOME Regulations including but not limited to the Affordability Requirements and other HOME requirements. The Deed of Trust shall secure both repayment of the HOME Funds and performance by Developer of its obligations under this Contract during the Affordability Period. 5.6.1.10 Except for permanent loan conversion with Developer's permanent lender, refinancing by Developer, or any subordinate financing other than that approved herein or otherwise by City, shall require the review and prior written approval of City for the purpose of ensuring compliance with the underwriting and subsidy layering requirements of the HOME Regulations, which approval shall not be unreasonably withheld, conditioned or delayed. 5.6.1.11 Default under the FWHFC Loan shall be considered a default of the Loan and a default of the Loan shall be considered a default of the FWHFC Loan. 5.6.1.12 Failure by Developer to comply with this Section 5.6.1 will be an event of default under this Contract and the Loan Documents. 5.7 Maintain Affordability Requirements. Developer shall ensure that the HOME Units shall be occupied by HOME Eligible Households throughout the Affordability Period as required by the HOME Regulations. Developer must notify the City in writing within 30 days of either of the following occurrences: (i) a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, or (ii) a HOME Unit remains vacant for more than 90 days. In the event that a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, Developer shall have 30 days to determine HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 10 if a market rate tenant qualifies as a HOME Eligible Household or fill an empty market rate unit with a HOME Eligible Household. If either (i) or (ii) takes place and is not cured within the time limits described in this Section, then Developer shall pay to City 10% of the Loan amount as liquidated damages. The Parties agree that City's actual damages in the event of either (i) or (ii) happening and remaining uncured are uncertain and would be difficult to ascertain and may include a finding by HUD, a repayment of funds to HUD by City or otherwise impact the City's HOME grant or other federal grant funds. Therefore, the Parties agree that payment under this Section of 10% of the Loan amount by Developer to City is liquidated damages and not a penalty. 5.8 Affordability Requirements Survive Transfer. The HOME Units must remain affordable without regard to the term of any mortgage or transfer of ownership, pursuant to the terms of the Loan Documents, any deed restrictions or other mechanism provided by HUD. Any sale or transfer of the project during the Affordability Period, excluding a transfer due to condemnation or to obtain utility services, may at City's sole discretion require the repayment of the HOME Funds unless the new owner or transferee affirmatively assumes in writing the obligations established hereunder for the HOME Units for whatever time remains of the Affordability Period. Failure of the new owner or transferee to promptly assume all of Developer's obligations under this Contract and the Loan Documents will result in immediate termination of this Contract and any HOME Funds already paid to Developer must be repaid to City within 30 days of such termination. In addition, City may pursue any of its remedies under the Loan documents if the new owner or transferee fails to assume Developer's obligations to maintain the Affordability Requirements throughout the Affordability Period. 6. CONSTRUCTION. 6.1. Construction Schedule. Developer will construct the Required Improvements in accordance with the schedule set forth in the attached Exhibit "C" — Construction and Reimbursement Schedule. Developer shall not begin construction until City sends a Notice to Proceed. Developer's failure to meet the Construction Schedule or the Completion Deadline shall be an event of default. Subject to Section 14.19, Developer may not change the Construction Schedule without the Director's prior written approval, which approval shall be in the Director's reasonable discretion. 6.1.1 Written Cost Estimates, Construction Contracts and Construction Documents. Developer shall furnish City with the written cost estimates, construction contracts and construction documents (collectively, the "Construction Documents") all of which shall describe the construction of the Required Improvements in sufficient detail so that City can perform inspections. City shall review and approve written cost estimates and determine that costs are reasonable prior to the commencement of construction. 6.1.2 Construction Inspections. City will conduct progress and final inspections of construction of the project to ensure that the work is done in accordance with the applicable building codes and the Construction HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 11 Documents. The construction of the project must pass a Neighborhood Services Department Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report and any other applicable HUD -required inspections during the construction period, along with any applicable final inspection approval from the City building inspectors at the completion of the construction of the project. 6.2 Applicable Laws, Building Codes and Ordinances. The Plans and construction for the Required Improvements shall (i) conform to all applicable Federal, state, City and other local laws, ordinances, codes, rules and regulations, including the HOME Regulations; (ii) meet all City building codes; (iii) meet the Energy Conservation requirements as required by the State of Texas in Chapter 11 of the International Residential Code; (iv) if new construction, must conform to the Model Energy Code published by the Council of American Building Officials; and (v) must pass a HUD Compliance Inspection Report and inspection by City's Neighborhood Services Department inspectors. 6.3 Property Standards During Construction. Developer shall comply with the following as applicable during the construction of the Required Improvements: (i) the Property Standards in 24 CFR Part 92.251(a), (ii) accessibility standards under 24 CFR Part 92.251(a)(2)(i), (iii) any City property standards, and (iv) all other applicable accessibility standards for the project. 6.4 Lead -Based Paint Requirements. Developer will comply with any applicable Federal lead -based paint requirements including lead screening in buildings built prior to 1978 in accordance with 24 CFR Part 92.355 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation, Repair and Painting Program Final Rule, 40 CFR Part 745, in the construction and/or rehabilitation of the Required Improvements. 6.5 Approval of Plans and Specifications by City Not Release of Responsibility. Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the responsibility or liability of Developer or any of its contractors or subcontractors, or their respective officers, agents, employees and lower tier subcontractors, for the accuracy or the competency of the Plans or the Construction Documents, including, but not limited to, any related investigations, surveys, designs, working drawings and specifications or other documents; or (ii) an assumption of any responsibility or liability by City for any negligent act, error or omission in the conduct or preparation of any investigation, surveys, designs, working drawings and specifications or other documents by Developer or any of its architects, contractors or subcontractors, and their respective officers, agents, employees and lower tier subcontractors. 6.6 Contractor, Subcontractor and Vendor Requirements. Developer will use commercially reasonable efforts to ensure that all contractors or vendors utilized by Developer or subcontractors utilized by Developer's general contractor are appropriately licensed and such licenses are maintained throughout the construction of the Required Improvements and the operation of the project when applicable. Developer shall ensure that all contractors utilized by Developer, subcontractors utilized by Developer's general contractor in the construction of the Required Improvements, or vendors utilized by Developer in HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21 /2016 Page 12 the operation of the project are not debarred or suspended from performing the contractor's, subcontractor's or vendor's work by the City, the State of Texas, or the Federal government. For purposes of this Contract, the term "vendors" does not include suppliers or materialmen. Developer acknowledges that 2 CFR Part 200 forbids Developer from hiring or continuing to employ any contractor, subcontractor or vendor that is listed on the Federal System for Award Management, www.sam.2ov ("SAM"). Developer must confirm by search of SAM that all contractors, subcontractors or vendors are not listed by SAM as being debarred, both prior to hiring and prior to submitting a Reimbursement Request which includes invoices from any such contractor, subcontractor, or vendor. Failure to submit such proofs of search shall be an event of default. In the event that City determines that any contractor, subcontractor or vendor has been debarred, suspended, or is not properly licensed, Developer or Developer's general contractor shall immediately cause such contractor, subcontractor or vendor to immediately stop work on the project and Developer shall not be reimbursed for any work performed by such contractor, subcontractor or vendor. However, this Section should not be construed to be an assumption of any responsibility or liability by City for the determination of the legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor. Developer acknowledges that the provisions of this Section pertaining to the SAM shall survive the termination of this Contract and be applicable for the length of the Affordability Period. 6.7. Furnish Complete Set of "As Built" Plans. Developer shall furnish City a complete set of "as built" or marked -up plans for the project at completion of construction after all final approvals have been obtained. 7. TENANT AND LEASE REOUIRMENTS; PROPERTY STANDARDS DURING AFFORDABILITY PERIOD. 7.1 Income Eligibility. Developer must use the definition of annual income used by 24 CFR 5.609 to establish tenant income eligibility. Developer shall use the most current HUD Income Guidelines. Developer shall maintain Tenant Documentation sufficient to show that the HOME Units are occupied by HOME Eligible Households. This Section shall survive the earlier termination or expiration of this Contract and be applicable for the length of the Affordability Period. 7.2 Income Verification. 7.2.1 Developer must verify that all tenants of HOME Units are HOME Eligible Households with full Tenant Documentation at the time the initial lease for a HOME Unit is executed. Tenants must certify the number of people in tenant's household along with such person's names and ages. Developer shall obtain financial information on all members of a tenant's household. 7.2.2 Developer must verify the income of the tenants of the HOME Units annually after the initial lease is executed, but may use a City -approved tenant self -certification form as Tenant Documentation. Notwithstanding the foregoing, Developer must verify the income HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 13 eligibility of all HOME Eligible Households with full Tenant Documentation every 6th year of the Affordability Period. 7.2.3 Developer must maintain copies of Tenant Documentation as required under this Contract. 7.2.4 City will review Tenant Documentation during the Affordability Period as part of its monitoring. 7.3 Tenant Lease. 7.3.1 Developer HOME Unit. Such lease following issues: shall submit to City the form of its tenant lease prior to leasing any shall comply with the provisions of 24 CFR Part 92.253 regarding the 7.3.1.1 Length of lease term shall not exceed 2 years and may not be shorter than 1 year for the initial lease term. If the lease is renewed, tenant and landlord may agree to a longer or shorter teuii. 7.3.1.2 Lease may not include agreement by tenant to allow landlord to take, hold or sell tenant's personal property without notice and a court decision on the rights of the parties. 7.3.1.3 Lease may not include agreement by the tenant to excuse owner or owner's agents from responsibility for any action or failure to act, whether intentional or negligent acts. 7.3.1.4 7.3.1.5 7.3.1.6 Lease may not authorize landlord to institute a lawsuit without notice to the tenant. Lease may not include agreement by tenant to waive a jury trial or right of appeal. Lease may not include an agreement by tenant to pay legal costs of court proceeding even if the tenant prevails in those proceedings regardless of outcome. 7.3.1.7 Lease may not include an agreement by the tenant to be sued, to admit guilt or to a judgment in favor of the owner in a lawsuit brought in connection with the lease. 7.3.1.8 Lease may not include an agreement by the tenant that the owner may evict the tenant or household members without instituting civil court proceedings in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 14 7.3.1.9 Lease may not include an agreement by the tenant to waive the tenant's right to appeal or otherwise challenge in court a court decision in connection with the lease. 7.3.1.10 Lease may not include an agreement by the tenant to accept supportive services that are offered. 7.3.2 Termination of Tenancy of HOME Units. Developer may not terminate the tenancy of a HOME Eligible Household in a HOME Unit except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable federal, state or local laws; or for other good cause. Good cause does not include an increase in the income of the HOME Eligible Household. To terminate or refuse to renew the tenancy, Developer must serve written notice upon the tenant specifying the grounds for the action at least 30 days before the termination of tenancy. 7.3.3 Revised Lease Forms. Developer shall provide City copies of revised lease forms within 30 days of any change to its lease form. All changes to Developer's lease form shall comply with the requirement of Section 7.3.1. 7.4 Tenant Household Characteristics. 7.4.1 Developer shall provide City with the info 1 iation about the household characteristics of the first tenant renting a HOME Unit on Exhibit "G" — Project Compliance Report: Rental Housing. 7.4.2 At City's request, Developer shall provide demographic information on all tenants in the project in order to show compliance with Section 7.7 during the Affordability Period. 7.5 Tenant Rent. 7.5.1 Rents charged to tenants of the HOME Units are subject to 24 CFR 92.252 (a) and (b) and are subject to review and approval by City at initial lease up and prior to any rent increases. Under no circumstances may the maximum rent charged to tenants of HOME Units exceed the High Home Rent minus utility allowances (excluding telephone). Developer agrees to abide by HUD -approved schedules of HOME rent levels and the locally adopted utility allowances published annually by the Fort Worth Housing Solutions. 7.5.2 City shall provide Developer with information on updated HOME rent limits so that rents may be adjusted (not to exceed the maximum HOME rent limits). Developer shall provide City annually with information on rents and occupancy of the HOME Units to demonstrate compliance with 24 CFR Part 92.252 (a) and (b). City shall review the rents for compliance and approve or disapprove them every year. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 15 7.5.3 Any increase in rents for the HOME Units is subject to the provisions of any outstanding leases for said units. Developer shall provide tenants of the HOME Units with not less than 30 days prior written notice before implementing any increase in rents. 7.6 Tenant Selection. Within 90 days of the Effective Date, Developer must submit to City for City's approval Developer's tenant selection policy and criteria that address the following: 7.6.1 The tenant selection policy must be consistent with the purpose of providing housing for very low and low income persons. 7.6.2 The tenant selection policy must provide for: 7.6.2.1 Selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; 7.6.2.2 Prompt written notification to any rejected applicant of the grounds for such rejection; and 7.6.2.3 Bi-lingual leasing and management assistance. 7.6.3 Holders of rental assistance subsidies (such as HUD's Housing Choice Voucher or similar subsidy) must not be excluded from renting a unit in the project. 7.6.4 The tenant selection policy must address non-discrimination and affirmative marketing as discussed in Section 7.7. 7.6.5 Developer must market Accessible Units in the following order: 7.6.5.1 Within the project to persons requiring an accessible unit. 7.6.5.2 To persons on the waiting list requiring an accessible unit. 7.6.5.3 To the general community for persons requiring accessible unit. 7.6.5.4 To persons that do not require an accessible unit. 7.6.6 The tenant selection policy must (i) address the lease requirements described in Section 7.3, (ii) address managing HOME Unit requirements, and (iii) must comply with state and local tenant/landlord laws. 7.7 Affirmative Marketing. Developer must adopt and implement affirmative marketing procedures as required by 24 CFR 92.351 if the project involves the construction of 5 or more HOME Units. The procedures and requirements must include methods for informing the public, owners and potential tenants about fair housing laws and policies so as to ensure that all individuals are given an equal HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 16 opportunity to participate in the project without regard to sex, age, race, color, creed, nationality, national origin, religion, handicap status, disability, familial status, sexual orientation, gender identity, gender expression or transgender. The procedures shall include methods to be used by Developer to inform and solicit applications for tenancy from person in the housing market area who are not likely to apply for the housing without special outreach (e.g., through the use of community organizations, places of worship, employment centers, fair housing groups, or housing counseling agencies.)The procedures and requirements must designate an individual who will be responsible for marketing the project and must establish a clear application screening plan. Developer's affirmative marketing procedures must be submitted to City for approval prior to implementation; provided however, City shall have no responsibility for affirmative marketing of the project. 7.7.1 Developer shall keep records describing actions taken to affirmatively market the HOME Units and the project sufficient to enable City to assess the results of the affirmative marketing. 7.8 Property Inspections During Initial Lease -Up of HOME Units; Annual Inspections of HOME Units. City shall inspect units in the project before they are placed into service. City shall inspect the HOME Units prior to a HOME Eligible Household occupying such unit to ensure that each HOME Unit meets the appropriate HOME standards. Thereafter, City will inspect the HOME Units annually. 7.9 Proiect Maintenance and Inspections During Affordability Period. Developer shall ensure that the project is maintained in accordance with all applicable HUD property standards for the duration of the Affordability Period, which at a minimum shall be those property standards required in 24 CFR Part 92. City will verify maintenance of the project to these standards through on -site inspections every year. 8. ADDITIONAL HOME REQUIREMENTS. Developer agrees to comply with all requirements of the HOME Program as stated in the HOME Regulations, including, but not limited to the following: 8.1 Environmental Review. HOME Funds will not be paid and costs cannot be incurred until City has conducted and completed an environmental review and completed an Environmental Review Record as required by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions, including if applicable, property acquisition, demolition, movement, rehabilitation, conversion, repair or construction prior to the environmental clearance. Any violation of this Section will (i) cause this Contract to terminate immediately; (ii) require Developer to repay to City any HOME Funds received and forfeit any future payments of HOME Funds; and (iii) Developer must pay 10% of the HOME Funds to City as liquidated damages. The Parties agree that City's actual damages in the event of Developer violating this Section are uncertain and would be difficult to ascertain and may include a finding by HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 17 HUD, a repayment of funds to HUD by City or otherwise impact the City's HOME grant or other Federal grant funds. Therefore, the Parties agree that payment of 10% of the Loan amount by Developer to City under this Section is liquidated damages and not a penalty. 8.1.1 Mitigation. Developer must take the mitigation actions outlined in Exhibit "A-2" — Environmental Mitigation Actions. Failure to complete the required mitigation action is an event of default under this Contract. 8.2 Contract Not Constituting Commitment of Funds. Notwithstanding any provision of this Contract, the Parties agree and acknowledge that this Contract does not constitute a commitment of HOME Funds, and that such commitment or approval may occur only upon satisfactory completion of environmental review and receipt by City of an authorization to use grant funds from HUD under 24 CFR Part 58. 8.3. Monitoring. 8.3.1 Developer understands and agrees that it will be subject to monitoring by City for compliance with the HOME Regulations, the terms of this Contract and the Loan Documents during the Affordability Period. Developer will provide reports and access to project files as requested by City during the Affordability Period and for 5 years after it ends. 8.3.2 Representatives of City, HUD, HUD Office of the Inspector General, and the United States Comptroller General shall have access during regular business hours, upon at least 48 hours prior notice, to Developer's offices and records and to Developer's officers and agents that are related to the use of the HOME Funds and the requirements of the HOME Regulations during the Affordability Period, and to Developer's officers, agents, employees, contractors, subcontractors and vendors for the purpose of such monitoring 8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring, City reserves the right to perform desk reviews or on -site monitoring of Developer's compliance with the terms and conditions of this Contract and the Loan. After each monitoring visit, City shall provide Developer with a written report of the monitor's findings. If the monitoring report notes deficiencies in Developer's performance, the report shall include requirements for the timely correction of said deficiencies by Developer. Failure by Developer to take the action specified in the monitoring report may be cause for suspension or termination of this Contract as provided herein, or City may take all actions allowed in the Loan Documents. 8.3.4 Developer shall annually provide to City the results of any state or federal monitoring related to the project including any monitoring by TDHCA. Such results shall be submitted annually to City with the submission of its annual audit and financial statements. 8.3.5 This Section 8.3 shall be applicable for the duration of the Affordability Period and shall survive the earlier termination or expiration of this Contract. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 18 8.4 Compliance with the Uniform Relocation Act. If applicable, Developer shall comply with the relocation requirements of 24 CFR Part 92.353 and all other applicable federal and state laws and City ordinances and requirements pertaining to relocation. 8.5 Compliance with Davis -Bacon Act. If applicable, Developer and its general contractor and all lower tier subcontractors will comply with the Davis -Bacon Act as described in Section 14.14 and Exhibit "H" — Federal Labor Standards Provisions - Davis -Bacon Requirements. 8.6 Developer Procurement Standards. Developer shall ensure that procurement of materials and services is done in a cost effective manner. Developer shall comply with all applicable federal, state and local laws, regulations, and ordinances for making procurements under this Contract. Developer shall establish written procurement procedures to ensure that materials and services are obtained in a cost effective manner 8.7 Cost Principles/Cost Reasonableness. The eligibility of costs incurred for performance rendered shall be determined in accordance 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable, regarding cost reasonableness and allocability. 8.8 Financial Management Standards. Developer agrees to adhere to the accounting principles and procedures required in 2 CFR Part 200, as applicable, utilize adequate internal controls, and maintain necessary supporting and back-up documentation for all costs incurred in accordance with 2 CFR Part 200.302 and Part 200.303. 8.9 Uniform Administrative Requirements. Developer will comply with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably equivalent procedures and requirements that City may require. 8.10 Compliance with FFATA and Whistleblower Protections. Developer shall provide City with all necessary information for City to comply with the requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and Transparency Act ("FFATA") governing requirements on executive compensation and provisions governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310. 8.10.1 Developer shall provide City its DUNS number prior to the payment of any Reimbursement Requests. 8.11 Internal Controls. In compliance with the requirements of 2 CFR 200.303, Developer shall: HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 19 8.11.1 Establish and maintain effective internal control over the HOME Funds that provides reasonable assurance that Developer is managing the HOME Funds in compliance with federal statutes, regulations, and the terms and conditions of this Contract. These internal controls shall be in compliance with guidance in "Standards for Internal Control in the Federal Government" issued by the Comptroller General of the United States or the "Internal Control Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"); 8.11.2 Comply with federal statutes, regulations, and the terms and conditions of this Contract; 8.11.3 Evaluate and monitor Developer's compliance with statutes, regulations and the terms and conditions of this Contract; 8.11.4 Take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; and 8.11.5 Take reasonable measures to safeguard protected personally identifiable information and other information that HUD or City designates as sensitive or Developer considers sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and obligations of confidentiality. 8.12 Copyright and Patent Rights. No reports, maps, or other documents produced in whole or in part under this Contract shall be the subject of an application for copyright by or on behalf of Developer. HUD and City shall possess all rights to invention or discovery, as well as rights in data which may arise as a result of Developer's performance under this Contract. 8.13 Terms Applicable to Contractors, Subcontractors and Vendors. Developer understands and agrees that all terms of this Contract, whether regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which are in any way paid with HOME Funds or who perform any work in connection with the project. Developer shall cause all applicable provisions of this Contract to be included in and made a part of any contract or subcontract executed in the performance of its obligations hereunder, including its obligations regarding the Affordability Requirements and the HOME Regulations during the Affordability Period. Developer shall monitor the services and work performed by its contractors, subcontractors and vendors on a regular basis for compliance with the Affordability Requirements, the HOME Regulations and Contract provisions. Developer is responsible to cure all violations of the HOME Regulations committed by its contractors, subcontractors or vendors. City maintains the right to insist on Developer's full compliance with the terms of this Contract and the HOME Regulations and Developer is responsible for such compliance regardless of whether actions to fulfill the requirements of this Contract or the HOME Regulations are taken by Developer or by Developer's contractors, subcontractors or vendors. Developer acknowledges that the provisions of this Section shall survive the earlier termination or expiration of this Contract and be applicable for the length of the Affordability Period and for 5 years thereafter. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 20 8.14 Payment and Performance Bonds. Subject to the requirements of 2 CFR Part 200, Developer shall furnish City with payment and performance bonds in a form acceptable to City in the amount of the construction cost for the project but not less than $1,900,000.00, which is the total amount of the Loan and the FWHFC Loan. At City's discretion, other forms of assurance may be acceptable so long as they meet the requirements of the HOME Regulations. 9. RECORD KEEPING, REPORTING AND DOCUMENTATION REQUIREMENTS, RIGHT TO AUDIT. 9.1 Record Keeping. Developer shall maintain a record -keeping system as part of its performance of this Contract and shall promptly provide City with copies of any document City deems necessary for the effective fulfillment of City's monitoring and evaluation responsibilities. Specifically, Developer will keep or cause to be kept an accurate record of all actions taken and all funds spent, with supporting and back-up documentation as well as all Tenant Documentation. Developer will maintain all records and documentation related to this Contract for 5 years after the end of the Affordability Period. If any claim, litigation, or audit related to this Contract or the project is initiated before the expiration of the 5 year period, the relevant records and documentation must be retained until all such claims, litigation or audits have been resolved. 9.1.2 Access to Records. City representatives and HUD and any duly authorized officials of the federal government will have full access to, and the right to examine, audit, excerpt and/or transcribe any of Developer's records pertaining to all matters covered by this Contract throughout the Affordability Period and for 5 years thereafter. Such access shall be during regular business hours upon at least 48 hours prior notice. 9.2 Reports. Developer will submit to City all reports and documentation described in this Contract in such form as City may prescribe. Developer may also be required to submit a final performance and/or final financial report if required by City at the termination of this Contract and/or the termination of the Loan in such form and within such times as City may prescribe. Failure to submit any report or documentation to City required by this Contract shall be an event of default and City may exercise all of it remedies for default under this Contract and Loan Documents. City shall not exercise its rights hereunder for default until its gives Developer 30 days' notice of such failure and Developer has failed to cure such default. 9.2.1 Additional Information. Developer shall provide City with additional information as may be required by state or federal agencies to substantiate HOME Program activities and/or expenditure eligibility. 9.3 Change in Reporting Requirements and Forms. City retains the right to change reporting requirements and forms at its reasonable discretion. City will notify Developer in writing at least 30 days prior to the effective date of HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 21 such change, and the Parties shall execute an amendment to the Contract reflecting such change if necessary. 9.4 City Reserves the Right to Audit. City reserves the right to perform an audit of Developer's project operations and finances at any time during the term of this Contract and during the Affordability Period and for 5 years thereafter, if City determines that such audit is necessary for City's compliance with the HOME Regulations or other City policies, and Developer agrees to allow access to all pertinent materials as described herein. If such audit reveals a questioned practice or expenditure, such questions must be resolved within 15 business days after notice to Developer of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold further funding under this and/or other contract(s) with Developer. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME FUNDS OR SPENT HOME FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS. 10. REIMBURSEMENT REOUIREMENTS. Developer shall provide City with Complete Documentation and the following reports as shown in Exhibit "F" — Reimbursement Forms with each Reimbursement Request: 10.1 Attachment I — Invoice. This report shall contain the amount requested for reimbursement in the submitted request, and the cumulative reimbursement requested to date (inclusive of the current request). This report must be signed by an authorized signatory of Developer. By signing Attachment I, Developer is certifying that the costs are valid, eligible, and consistent with the terms and conditions of this Contract, and the data contained in the report is true and correct. 10.2 Attachment II — Expenditure Worksheet. This report shall itemize each expense requested for reimbursement by Developer. In order for this report to be complete the following must be submitted: 10.2.1 Invoices for each expense with an explanation as to how the expense pertains to the project, if necessary; and 10.2.2 Proof that each expense was paid by Developer, which proof can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking documentation. 10.3. Deadline for Submitting Reimbursement Requests. All Reimbursement Requests along with Complete Documentation shall be submitted by Developer to City within 60 calendar days from each of the deadlines as shown in Exhibit "C" — Construction and Reimbursement Schedule. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 22 10.3.12 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND REIMBURSEMENT SCHEDULE. In addition, Developer's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. 10.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30 CALENDAR DAYS OF THE COMPLETION DEADLINE. 10.3.3 Final Payment. Developer shall not be reimbursed for Final Payment until it submits Exhibit "G" — HOME Project Compliance Report to City. 10.4 Withholding Payment. CITY SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT REQUEST THAT DOES NOT INCLUDE THE REQUIRED COMPLETE DOCUMENTATION. 11. DEFAULT AND TERMINATION. 11.1 Failure to Begin or Complete the Required Improvements 11.1.1 If Developer fails to begin construction within 9 months of the Effective Date, this Contract shall automatically terminate without further warning or opportunity to cure, and with no penalty or liability to City. 11.1.2 If City determines that the Required Improvements were not completed by the Completion Deadline (as may be modified in accordance with Section 14.19) or have failed to pass any of the inspections described in Section 6.1.1 (or to promptly correct any noted deficiency and subsequently pass such inspection), City shall have the right to terminate this Contract with no penalty or liability to City, with such termination to be effective immediately upon written notice. City shall also be entitled to demand repayment of the HOME Funds and enforce any of the provisions of Loan documents for default. 11.2 Failure to Submit Complete Documentation During Construction. 11.2.1 If Developer fails to submit all applicable Complete Documentation during construction of the Required Improvements in accordance with Exhibit "C" — Construction and Reimbursement Schedule, or if any report or documentation submitted as part of Complete Documentation is not in compliance with this Contract or the HOME Regulations as determined by City, City will notify Developer in writing and the Developer will have 15 calendar days from the date of the written notice to submit or resubmit any such report or documentation. If Developer fails to submit or resubmit any such report or documentation within such time, City shall have the right to withhold payments. If such failure continues for an additional 15 days (a HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 23 total of 30 days) City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any such report or documentation is not in compliance with this Contract or the HOME Regulations. 11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not in compliance with this Contract or the HOME Regulations as determined by City, City will notify Developer in writing of such default and the Developer will have 15 calendar days from the date of the written notice to resubmit any such Reimbursement Request to cure the default. If the Developer fails to cure the default within such time, Developer shall forfeit any payments otherwise due under such Reimbursement Request. If such failure to resubmit such Reimbursement Request continues for an additional 15 days (a total of 30 days) the City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any such Reimbursement Request is not in compliance with this Contract or the HOME Regulations. 11.2.3 In the event of more than 3 instances of default, cured or uncured, under Sections 11.2.1 or 11.2.2 which have a material adverse impact on the project, City reserves the right at its sole option to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. 11.2.4 Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any Reimbursement Requests, reports or documentation are past due or are not in compliance with this Contract or the HOME Regulations, or during any period during which Developer is in default of this Contract. 11.2.5 In the event of termination under this Section 11.2, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited and Developer shall have no further right to such funds. Any HOME Funds already paid to Developer must be repaid to City within 30 days of termination under this Section. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. For clarification, the defaults and related remedies set out in this Section 11.2 are not intended to arise from mathematical errors or other minor defects in a Reimbursement Request. 11.3 Failure to Submit Required Reports and Documentation During Affordability Period. If Developer fails to maintain all records and documentation as required in Section 9, or fails to submit any report or documentation required by this Contract after the Required Improvements are completed, or if the submitted report or documentation is not in compliance with this Contract or the HOME Regulations as determined by City, City will notify Developer in writing and the Developer will have 30 calendar days from the date of the written notice to obtain or recreate the missing records or documentation, or submit or resubmit any such report or documentation to City. If Developer fails to maintain the required reports or documentation, or HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 24 submit or resubmit any such report or documentation within such time, City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. In the event of termination under this Section 11.3, any HOME Funds paid to Developer must be repaid to City within 30 days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. 11.4 In General. 11.4.1 Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided otherwise in this Contract, Developer shall be in default if Developer breaches any term or condition of this Contract. In the event that such a breach remains uncured after 30 calendar days following written notice by City (or such other notice period as may be specified herein), or if Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 30 calendar days to cure, as determined by both Parties mutually and in good faith, City shall have the right to elect, in City's sole discretion, to (i) extend Developer's time to cure, (ii) terminate this Contract effective immediately upon written notice of such intent to Developer, or (iii) pursue any other legal remedies available to City. 11.4.2 City's remedies may include: 11.4.2.1 Direct Developer to prepare and follow a schedule of actions for carrying out the affected activities, consisting of schedules, timetables and milestones necessary to implement the affected activities, including extending the Affordability Period. 11.4.2.2 Direct Developer to establish and follow a management plan that assigns responsibilities for carrying out the remedial activities. 11.4.2.3 Cancel or revise activities likely to be affected by the performance deficiency, before expending HOME Funds for the activities. 11.4.2.4 Reprogram HOME Funds that have not yet been expended from affected activities to other eligible activities or withhold HOME Funds. 11.4.2.5 Direct Developer to reimburse City in any amount of HOME Funds not used in accordance with the HOME Regulations. 11.4.2.6 Suspend reimbursement of HOME Funds for affected activities. 11.4.2.7 Any other appropriate action including but not limited to any remedial action legally available such as declaratory judgment, specific performance, damages, temporary or permanent injunctions, termination of this Contract or any other contracts with Developer, and any other available remedies. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 25 11.4.3 In the event of termination under this Section 11.4, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any HOME Funds already paid to Developer must be repaid to City within 30 days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. 11.5 No Funds Disbursed while in Breach. Developer understands and agrees that no HOME Funds will be paid to Developer until all defaults are cured to City's satisfaction. 11.6 No Compensation After Date of Termination. In the event of termination, Developer shall not receive any 1-IOME Funds in compensation for work undertaken after the date of termination. 11.7 Rights of City Not Affected. Termination shall not affect or terminate any of the existing rights of City against Developer, or which may thereafter accrue because of such default, and this provision shall be in addition to any and all other rights and remedies available to City under the law and Loan Documents including, but not limited to, compelling Developer to complete the Required Improvements in accordance with the terms of the Contract. Such termination does not terminate any applicable provisions of this Contract that have been expressly noted as surviving the term or termination of this Contract. No delay or omission by City in exercising any right or remedy available to it under this Contract shall impair any such right or remedy or constitute a waiver or acquiescence in any Developer default. 11.8 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a breach of any term, covenant, or condition of this Contract shall not operate as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof. 11.9 Civil, Criminal and Administrative Penalties. Failure to perform all the Contract terms may result in civil, criminal or administrative penalties, including, but not limited to those set out in this Contract. 11.10 Termination for Cause. 11.10.1 City may terminate this Contract in the event of Developer's default, inability, or failure to perform, subject to notice, grace and cure periods. In the event City terminates this Contract for cause, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any HOME Funds already paid to Developer must be repaid to City within 30 calendar days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. DEVELOPER ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATES THIS CONTRACT HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 26 FOR CAUSE, NEITHER DEVELOPER NOR ANY AFFILIATES OF DEVELOPER SHALL BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. This provision shall not apply to the Investor. 11.10.2 Developer may terminate this Contract if City does not provide the HOME Funds substantially in accordance with this Contract. In such event, the termination of the Contract shall have the effect of returning the Parties to their respective circumstances as existed prior to the execution of this Contract, and no terms or obligations shall survive the date of termination, including but not limited to, reporting, inspections or the Affordability Period. 11.10.3 City may terminate this Contract if Developer defaults on the FWHFC Loan. 11.11 Termination for Convenience. In terminating in accordance with 2 CFR 200, Appendix II, this Contract may be terminated in whole or in part only as follows: 11.11.1 By City with the consent of Developer in which case the Parties shall agree upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated; or 11.11.2 By Developer upon written notification to City setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. In the case of a partial termination, City may terminate the Contract in its entirety if City determines in its sole discretion that the remaining portion of the Contract to be performed or HOME Funds to be spent will not accomplish the purposes for which this Contract was made. 11.12 Dissolution of Developer Terminates Contract. In the event Developer is dissolved or ceases to exist, this Contract shall terminate. In the event of termination under this Section, all HOME Funds are subject to repayment and/or City may exercise all of its remedies under this Contract and the Loan Documents. 11.13 Reversion of Assets. In the event this Contract is terminated with or without cause, all tangible personal property owned by Developer that was acquired or improved with the HOME Funds shall belong to City and shall automatically transfer to City or to such assignees as City may designate. 11.14 Notice of Termination under Subordination Agreement. City shall not terminate this Contract without first giving notice and opportunity to cure as required in the Subordination Agreement. 11.15 Notice to Investor of Default. City shall furnish Investor with notice of any default under this Contract at the address shown below. 12. REPAYMENT OF HOME FUNDS. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 27 All HOME Funds are subject to repayment in the event the project does not meet the requirements as set out in this Contract or in the HOME Regulations. If Developer takes any action that results in City being required to repay all or any portion of the HOME Funds to HUD, Developer agrees it will reimburse City for such repayment. If Developer takes any action that results in City receiving a finding from HUD about the project, whether or not repayment to HUD is required of City, Developer agrees it will pay City 10% of the HOME Funds as liquidated damages. The Parties agree that City's damages in the event of either repayment to HUD being required or receiving a finding from HUD are uncertain and would be difficult to ascertain and may include an impact on City's HOME grant or other Federal grant funds, in addition to a finding by HUD or a repayment of funds to HUD by City. Therefore, the Parties agree that payment under this Section of 10% of the Loan amount by Developer to City is liquidated damages and not a penalty. 13. MATERIAL OWNERSHIP CHANGE. Subject to the terms of the Deed of Trust and transfers in accordance with Developer's Limited Partnership Agreement, as may be amended and restated from time to time to admit Investor Member or other members, or otherwise with City consent, if ownership of Developer materially changes after the date of this Contract, City may, but is not obligated to, terminate this Contract. City has 30 days to make such determination after receipt of notice from Developer and failure to make such determination in that time period will constitute a waiver. In the event of termination under this Section 13, all HOME Funds awarded but not yet paid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds. Any HOME Funds already paid to Developer must be repaid to City within 30 days of termination under this Section. 14. GENERAL PROVISIONS 14.1 Developer an Independent Contractor. Developer shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. Developer shall have exclusive control of, and the exclusive right to control, the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. 14.2 Doctrine of Respondeat Superior. The doctrine of respondeat superior shall not apply as between City and Developer, its officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Developer. City does not have the legal right to control the details of the tasks performed hereunder by Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, licensees or invitees. 14.3 Developer Property. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 28 City shall under no circumstances be responsible for any property belonging to Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY. 14.4 Religious Organization. No portion of the HOME Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for tenants of a HOME -funded property. 14.5 Venue. Venue for any action, whether real or asserted, at law or in equity, arising out of the execution, performance, attempted performance or non-performance of this Contract, shall lie in Tarrant County, Texas. 14.6 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises out of the execution, performance or non-performance of this Contract or on the basis of any provision herein, for any issue not governed by federal law, the choice of law shall be the laws of the State of Texas. 14.7 Severability. The provisions of this Contract are severable, and if for any reason a clause, sentence, paragraph or other part of this Contract shall be determined to be invalid by a court or federal or state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. 14.8 Written Agreement Entire Agreement. This written instrument and the Exhibits, Addendums and Attachments attached hereto, which are incorporated by reference and made a part of this Contract for all purposes, constitute the entire agreement by the Parties concerning the work and services to be performed under this Contract. Any prior or contemporaneous oral or written agreement which purports to vary the terms of this Contract shall be void. Any amendments to the terms of this Contract must be in writing and be executed by the Parties. 14.9 Paragraph Headings for Reference Only, No Legal Significance; Number. The paragraph headings contained herein are for convenience in reference to this Contract and are not intended to define or to limit the scope of any provision of this Contract. When context requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed to include the feminine or neuter and the neuter gender to include the masculine and feminine. The words "include" and "including" whenever used herein shall be deemed to be followed by the words "without limitation". HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 29 14.10 Compliance With All Applicable Laws and Regulations. Developer agrees to comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the performance of this Contract. These laws include, but are not limited to: > HOME Investment Partnerships Act as set out above ➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including provisions requiring recipients of federal assistance to ensure meaningful access by person of limited English proficiency > The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601 et seq.) > Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented by Department of Labor regulations 41 CFR, Part 60 > The Age Discrimination in Employment of 1967 > The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.) > The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA") > Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24 CFR Part 8 where applicable ➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58. > The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), related Executive Order 11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In no event shall any amount of the assistance provided under this Contract be utilized with respect to a facility that has given rise to a conviction under the Clean Air Act or the Clean Water Act. ➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.) specifically including the provisions requiring employer verifications of legal status of its employees > The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A > Regulations at 24 CFR Part 87 related to lobbying, including the requirement that certifications and disclosures be obtained from all covered persons > Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part 23, Subpart F ➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on participation by ineligible, debarred or suspended persons or entities ➢ Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood standards for new construction projects > Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards Review > Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act ➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247 HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 30 ➢ For contracts and subgrants for construction or repair, Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in 29 CFR Part 5 ➢ For construction contracts in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers, Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as supplemented by 29 CFR Part 5 ➢ Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by the Residential Lead -Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35, subparts A, B, M, and R ➢ Regulations at 24 CFR Part 92, Home Investment Partnerships Program Final Rule ➢ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200 et seq. ➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282, as amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L. 113-101) ➢ Federal Whistleblower Regulations, 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310. 14.11 HUD -Assisted Proiects and Employment and other Economic Opportunities; Section 3 Requirements. 14.11.1 Requirement that Law Be Ouoted in Covered Contracts. — Certain Requirements Pertaining to Section 3 of the Housing and Urban Development Act of 1968 as Amended (12 U.S.C. Sections 1701 et sea.) and its Related Regulations at 24 CFR Part 135 If the construction of the Required Improvements will cause the creation of new employment, training, or contracting opportunities on a contractor or subcontractor level resulting from the expenditure of the HOME Funds, Developer shall comply with the following and will ensure that its contractors also comply. If the work performed under this Contract is on a project assisted under a program providing direct Federal financial assistance from HUD, Section 3 of 24 CFR 135.38 ("Section 3") requires that the following clause, shown in italics, be inserted in all covered contracts ("Section 3 Clause"): Section to be quoted in covered contracts begins: "A. The work to be performed under this contract is subject to the requirements of Section 3 of Housing and Urban Development Act of 1968, as amended, 12 U.S.C. section 1701 a (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assisted or HUD -assisted projects covered by Section 3, shall to the greatest extent feasible, be directed to low- and very -low income persons, particularly persons who are recipients of HUD assistance for housing. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 31 C. The contractor agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representatives of the contractor's commitments under this Section 3 clause and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprentice and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. D. The contractor agrees that it will include this Section 3 clause in every subcontract to comply with regulation in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. E. The contractor will certify that any vacant employment positions, including training positions that are filed: (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. F. Noncompliance with HUD's regulation in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. G. With respect to work performed in connection with Section 3 covered Indian housing assistance, section 7(b) of the Indian Self -Determination and Education Assistance Act (25 U.S.C. section 450e) also applies to the work to be performed under this Contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 79b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b)." Section to be quoted in covered contracts ends. 14.11.2 Developer Responsibilities for Section 3 Requirements. City and Developer understand and agree that compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of HUD shall be a condition of the federal financial assistance provided to the project binding upon City and Developer, and their respective successors, assigns, contractors and subcontractors. Failure to fulfill these requirements shall subject Developer and its contractors and subcontractors and their respective successors and assigns to those sanctions specified by the grant agreement through HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 32 which federal assistance is provided and to such sanctions as are specified by 24 CFR Part 135. Developer's responsibilities include: 14.11.2.1 Implementing procedures to notify Section 3 residents and business concerns about training, employment, and contracting opportunities generated by Section 3 covered assistance; 14.11.2.2 Notifying potential contractors working on Section 3 covered projects of their responsibilities; 14.11.2.3 Facilitating the training and employment of Section 3 residents and the award of contracts to Section 3 business concerns; 14.11.2.4 Assisting and actively cooperating with the Neighborhood Services Department in making contractors and subcontractors comply; 14.11.2.5 Refraining from entering into contracts with contractors that are in violation of Section 3 regulations; 14.11.2.6 Documenting actions taken to comply with Section 3; and 14.11.2.7 Submitting Section 3 Annual Summary Reports (form HUD- 60002) in accordance with 24 CFR Part 135.90. 14.11.3 Section 3 Reporting Requirements. In order to comply with the Section 3 requirements, Developer must submit the forms attached hereto as Exhibit "I" - Section 3 Reporting Forms and take the following actions: 14.11.3.1 Report to the City all applicants for employment, and all applicants for employment by contractors and any subcontractors on a quarterly basis. This shall include name, address, zip code, date of application, and status (hired/not- hired) as of the date of the report. 14.11.3.2 Advertise available positions to the public for open competition and provide documentation to City with the quarterly report that demonstrates such open advertisement, in the form of printout of Texas Workforce Commission posting, copy of newspaper advertisement, copy of flyers and listing of locations where flyers were distributed, and the like. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 33 14.11.3.3 Report to the City all contracts awarded by contractors and any subcontractors on a quarterly basis. This shall include name of contractor and/or subcontractor, address, zip code, and amount of award as of the date of the report. 14.12 Prohibition Against Discrimination. 14.12.1 General Statement. Developer, in the execution, performance or attempted performance of this Contract, shall comply with all non-discrimination requirements of 24 CFR 92.350 and the ordinances codified at Chapter 17, Article III, Division 4 — Fair Housing of the City Code. Developer may not discriminate against any person because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression, or transgender, nor will Developer permit its officers, members, agents, employees, contractors, vendors or project participants to engage in such discrimination. This Contract is made and entered into with reference specifically to the ordinances codified at Chapter 17, Article III, Division 3 - Employment Practices of the City Code, and Developer hereby covenants and agrees that Developer, its officers, members, agents, employees and contractors, have fully complied with all provisions of same and that no employee, or applicant for employment has been discriminated against under the terms of such ordinances by either or its officers, members, agents, employees, contractors or vendors. 14.12.2 No Discrimination in Employment during the Performance of this Contract. During the performance of this Contract Developer agrees to the following provision, and will require that its contractors, subcontractors and vendors also comply with such provision by including it in all contracts with its contractors and vendors: (Contractor's, Subcontractor's or Vendor's Namel will not unlawfully discriminate against any employee or applicants for employment because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. [Contractor's, Subcontractor's or Vendor's Namel will take affirmative action to ensure that applicants are hired without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender and that employees are treated fairly during employment without regard to their race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (Contractor's, Subcontractor's or Vendor's Namel agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 34 [Contractor's, Subcontractor's or Vendor's Name] will, in all solicitations or advertisements for employees placed by or on behalf of [Contractor's, Subcontractor's or Vendor's Name] , state that all qualified applicants will receive consideration for employment without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. [Contractor's, Subcontractor's or Vendor's Name] covenants that neither it nor any of its officers, members, agents, employees, or contractors, while engaged in performing this Contract, shall, in connection with the employment, advancement or discharge of employees or in connection with the terms, conditions or privileges of their employment, discriminate against persons because of their age or because of any disability or perceived disability, except on the basis of a bona fide occupational qualification, retirement plan or statutory requirement. [Contractor's, Subcontractor's or Vendor's Name] further covenants that neither it nor its officers, members, agents, employees, contractors, or persons acting on their behalf, shall specify, in solicitations or advertisements for employees to work on this Contract, a maximum age limit for such employment unless the specified maximum age limit is based upon a bona fide occupational qualification, retirement plan or statutory requirement. 14.12.3 Developer's Contractors and ADA. In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), Developer warrants that it will not unlawfully discriminate on the basis of disability in the provision of services to the general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Developer. DEVELOPER WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS, SUBCONTRACTORS OR VENDORS AGAINST CITY ARISING OUT OF DEVELOPER'S AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE -REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. 14.13. Conflict of Interest and Violations of Criminal Law. 14.13.1 Developer Safeguards. Developer shall establish safeguards to prohibit its employees, board members, advisors and agents from using positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business or other ties. Developer shall disclose to City any conflict of interest or potential conflict of interest described above, immediately upon discovery of such. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 35 14.13.2 General Prohibition Against Conflicts of Interest. No persons who are employees, agents, consultants, officers or elected officials or appointed officials of City or of Developer who exercise or have exercised any functions or responsibilities with respect to activities assisted with HOME funds or who are in a position to participate in a decision -making process or gain inside information with regard to these activities may occupy a HOME Unit, may obtain a financial interest or benefit from a HOME -assisted activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during their tenure or for 1 year thereafter, unless they are accepted in accordance with the procedures set forth at 24 C.F.R. Part 92.356. 14.13.2.1 Developer shall establish conflict of interest policies for Federal Awards and shall provide such policies in writing to City in accordance with the requirements of 2 CFR Part 200.112. 14.13.3 Disclosure of Conflicts of Interest. In compliance with 2 CFR Part 200.112, Developer is required to timely disclose to City in writing any potential conflict of interest, as described in this Section. 14.13.4 Disclosure of Texas Penal Code Violations. Developer affirms that it will adhere to the provisions of the Texas Penal Code which prohibits bribery and gifts to public servants. 14.13.5 Disclosure of Federal Criminal Law Violations. In compliance with 2 CFR Part 200.113, Developer is required to timely disclose to City all violations of federal criminal law involving fraud, bribery or gratuity violations potentially affecting this Agreement. 14.14 Labor Standards. 14.14.1 As applicable, Developer agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act (40 U.S.C. 276a-7) as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Contract. Developer agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the United States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation that demonstrates compliance with hour and wage requirements of this Contract and HOME Regulations. Such documentation shall be made available promptly to City for review upon request. 14.14.2 Developer agrees that, except with respect to the rehabilitation or construction of residential property containing less than 12 units assisted with HOME funds, all contractors engaged under contract for construction, renovation or repair work financed in whole or in part with assistance provided under this Contract, shall comply with Federal requirements adopted by City pertaining to such contracts and with the applicable requirements of the regulations of the HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 36 Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under these regulations are imposed by state or local law, nothing hereunder is intended to relieve Developer of its obligation, if any, to require payment of the higher wage. Developer shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 14.14.3 If Davis -Bacon is applicable, Developer shall provide City access to employee payrolls, contractor and subcontractor payrolls and other wage information for persons performing construction of the Required Improvements. Payrolls must be submitted to the Neighborhood Services Department with each Reimbursement Request, and must be available to Neighborhood Services Department staff upon request. In addition, Developer shall ensure that City will have access to employees, contractors and subcontractors and their respective employees in order to conduct onsite interviews with laborers and mechanics. Developer shall inform its contractors and subcontractors that City staff or federal agencies may conduct periodic employee wage interview visits during construction of the project to ensure compliance. 14.15 Subcontracting with Small and Minority Firms, Women's Business Enterprises and Labor Surplus Areas. 14.15.1 For procurement contracts $50,000.00 or larger, Developer agrees to abide by City's policy to involve Minority Business Enterprises and Small Business Enterprises and to provide them equal opportunity to compete for contracts for construction, provision of professional services, purchase of equipment and supplies and provision of other services required by City. Developer agrees to incorporate the City's BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all contracts and subcontracts for procurement $50,000.00 or larger, and will further require all persons or entities with which it so contracts to comply with said ordinance. 14.15.2 It is national policy to award a fair share of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises ("SBEs"), minority business enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as sources of supplies, equipment, construction and services. 14.15.3 In order to comply with the reporting requirements of 24 CFR Part 92.508 (a)(7)(ii), Developer must submit the form attached hereto as Exhibit "K" — MBE Reporting Form for each contract or subcontract with a value of $25,000 or more paid, or to be paid, with HOME funds. This form shall be submitted with the final Reimbursement Request. 14.16 Other Laws. The failure to list any federal, state or City ordinance, law or regulation that is applicable to Developer does not excuse or relieve Developer from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for Developer's failure to follow the law, if applicable. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 37 14.17 Assignment. Developer shall not assign all or any part of its rights, privileges, or duties under this Contract without the prior written approval of City. Any attempted assignment of same without approval shall be void, and shall constitute a breach of this Contract. 14.18. Right to Inspect Developer Contracts. It is agreed that City has the right to inspect and approve in writing any proposed contracts between Developer and (i) its general contractor and subcontractors, including any lower tier subcontractors engaged in any activity that is funded as part of the construction of the Required Improvements, (ii) any vendor contracts arising out of the operation of the project, and (iii) any third party contracts to be paid with HOME Funds, prior to any charges being incurred. 14.19 Force Majeure If Developer becomes unable, either in whole or part, to fulfill its obligations under this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department, commission or agency of the United States or of any States, civil disturbances, or explosions, or some other reason beyond Developer's control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event and the completion date for such obligations shall be extended for a like period. Developer will give City written notice of the existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the occurrence of the event. Failure to give notice will result in the continuance of the Developer's obligation regardless of the extent of any existing Force Majeure Event. Developer will use commercially reasonable efforts to remedy its inability to perform as soon as possible. 14.20 Survival. Any provision of this Contract that pertains to Affordability Requirements, auditing, monitoring, tenant income eligibility, record keeping and reports, City ordinances, the provisions of Section 6.6 pertaining to SAM, or any HOME requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the termination of this Contract for the longer of (i) 5 years after the termination date of this Contract, or (ii) 5 years after the termination of the Affordability Period unless a different survival period is specifically set forth herein, and shall be enforceable by City against Developer. 15. INDEMNIFICATION AND RELEASE. DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 38 OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY, AND DEVELOPER HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. DEVELOPER LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES INDEMNITY BY DEVELOPER TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH. DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE. DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE. 16. WAIVER OF IMMUNITY BY DEVELOPER. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 39 If Developer is a charitable or nonprofit organization and has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death, to persons or property, Developer hereby expressly waives its rights to plead defensively such immunity or exemption as against City. This section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. 17. INSURANCE AND BONDING. Developer will maintain coverage in the form of insurance or bond in the amount of $1,900,000.00, which is the total amount of the Loan and the FWHFC Loan, to insure against loss from the fraud, theft or dishonesty of any of Developer's officers, agents, trustees, directors or employees. The proceeds of such insurance or bond shall be used to reimburse City for any and all loss of HOME Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider stating that reimbursement for any loss or losses shall name the City as a Loss Payee. Developer shall furnish to City, in a timely manner, but not later than 60 days after the Effective Date, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein. If City has not received such certificates as set forth herein, Developer shall be in default of the Contract and City may at its option, terminate the Contract. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Contract. Developer shall maintain, or require its general contractor to maintain, the following coverages and limits thereof: Commercial General Liability (CGL) Insurance $1,000,000 each occurrence $2,000,000 aggregate limit Business Automobile Liability Insurance $1,000,000 each accident on a combined single -limit basis, or $ 250,000 Property Damage $ 500,000 Bodily Injury per person per occurrence $2,000,000 Aggregate Insurance policy shall be endorsed to cover "Any Auto" defined as autos owned, hired and non -owned. Pending availability of the above coverage and at the discretion of City, the policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of Developer's business as contracted herein. Workers' Compensation Insurance Part A: Statutory Limits Part B: Employer's Liability HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 40 $100,000 each accident $100,000 disease -each employee $500,000 disease -policy limit Note: Such insurance shall cover employees performing work on any and all projects including but not limited to construction, demolition, and rehabilitation. Developer or its contractors shall maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, Developer shall maintain the coverage on such contractor, if applicable, for each applicable contract. Additional Requirements Such insurance amounts shall be revised upward at City's reasonable option and no more frequently than once every 12 months, and Developer shall revise such amounts within 30 days following notice to Developer of such requirements. Developer will submit to City documentation that it, and its general contractor, have obtained insurance coverage and have executed bonds as required in this Contract prior to payment of any monies provided hereunder. Where applicable and appropriate, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of City. The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII or other equivalent insurance industry standard rating otherwise approved by City. Deductible limits on the foregoing insurance policies shall be at commercially reasonable levels, and in no event exceed $100,000 per occurrence. In the event there are any local, federal or other regulatory insurance or bonding requirements for the project, and such requirements exceed those specified herein, the former shall prevail. Developer shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Developer shall require its contractors to provide Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall require its contractors to have City and Developer endorsed as additional insureds (as their interest may appear) on their respective insurance policies where applicable and appropriate. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 41 Professional Liability coverage shall be in force and may be provided on a claim's made basis. This coverage may also be referred to as Management Liability, and shall protect the insured against claims arising out of alleged errors in judgment, breaches of duty and wrongful acts arising out of their management duties. Developer shall require its builder to maintain builders risk insurance at the value of the construction. 18. CERTIFICATION REGARDING LOBBYING. The undersigned Developer hereby certifies, to the best of its knowledge and belief, that: No Federal appropriated finds have been paid or will be paid, by or on behalf of Developer, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress in connection with the awarding of any Federal contract, the making of any federal grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, Developer shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this Contract was made or entered into. Submission of this certificate is a prerequisite for making or entering into this Contract unposed by 31 U.S.C. Section 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. Developer shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of federal funds. 19. LITIGATION AND CLAIMS. Developer shall give City immediate notice in writing of any action, including any proceeding before an administrative agency, filed against Developer in conjunction with this Contract or the project. Developer shall furnish immediately to City copies of all pertinent papers received by Developer with respect to such action or claim. Developer shall provide a notice to City within 10 days upon filing under any bankruptcy or financial insolvency provision of law. HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 42 20. NOTICE. All notices required or permitted by this Contract must be in writing and shall be effective upon receipt when (i) sent by U.S. Mail, with proper postage, certified mail return receipt requested or by a nationally recognized overnight delivery service; and (iii) addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. City: City Attorney's Office 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Vicki Ganske Telephone: 817-392-7765 Copies to: Neighborhood Services Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Assistant Director Telephone: 817-392-7540 Neighborhood Services Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Neighborhood Development Specialist Telephone: 817-392-7540-7322 Developer: Columbia Renaissance Square I, L.P. 1718 Peachtree Street NW Suite 684 Atlanta, GA 30309 Telephone: (404) 874-5000 Copies to: Columbia Residential 1718 Peachtree Street NW Suite 684 Atlanta, GA 30309 Attention: Jim Grauley President, Chief Operating Officer Telephone: (404) 874-5000 Coats Rose, P.C. 14755 Preston Road, Suite 600 Dallas, Texas 75254 HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 43 Attention: Mattye Gouldsby Jones Telephone: (972) 982-8453 Investor: RBC Tax Credit Equity, LLC 600 Superior Avenue, Suite 2300 Cleveland, OH 44114 Attention: President and General Counsel With copy to: Nixon Peabody LLP 100 Summer Street Boston MA 02110 Attention: Roger Holmes 21. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT. Developer represents that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Contract and to perform the responsibilities herein required. 22. INVESTOR'S RIGHT TO CURE. The Parties agree that the Investor shall have the right, but not the obligation, to cure any default by or complete any obligation of the Developer under the Loan Documents during the cure period or completion period provided therein, and the Parties hereto agree to accept any such cure or completion tendered by the Investor. 23. COUNTERPARTS. This Contract may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument which may be sufficiently evidenced by one counterpart. [SIGNATURES APPEAR ON NEXT PAGE] HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Rev. 06/21/2016 Page 44 IN WITNESS WH Contract to be effective a ., ATTEST: City Sec etar, M&C C .. 1 M&C C-27195 M&C C-27786 Dated Feb Dated February ' Dated June 21, 2016 fW� ° Form 1295: ia- -rf J c5Oc 5 arties have executed 4 duplicate originals of this e. OF FORT WORTH Fernando Costa, Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Nei.(_ S_ Vicki S. Ganske, Senior Assistant City Attorney COLUMBIA RENAISSANCE SQUARE I, L.P., a Texas limited partnership By: Columbia Renaissance Square Partners, LLC, a Georgia limited liability company, its General Partner By: HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. Name: James S. Grauley Title: President OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Rev. 06/21/2016 Signature Page IN WITNESS WHEREOF, the Parties have executed 4 duplicate originals of this Contract to be effective as of the Effective Date. ATTEST: City Secretary M&C C-26671 M&C C-27195 M&C C-27786 Form 1295: Dated February 18, 2014 Dated February 17, 2015 Dated June 21, 2016 CITY OF FORT WORTH By: Fernando Costa, Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Vicki S. Ganske, Senior Assistant City Attorney COLUMBIA RENAISSANCE SQUARE I, L.P., a Texas limited partnership By: Columbia Renaissa limited liability com By: HOME DEVELOPER RENTAL CONTRACT Columbia Renaissance Square I, L.P. ce Squa ny, it ners, LLC, a G- gia eral Partner S. Grauley Title: Presi.ent OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Rev. 06/21 /2016 Signature Page EXHIBITS: Exhibit "A" — Project Summary Exhibit "A-1" — HUD Rent Limits Exhibit "A-2" — Environmental Mitigation Action Exhibit "B" — Budget Exhibit "C" — Construction and Reimbursement Schedule Exhibit "D" — Audit Requirements — Not Applicable Exhibit "E" — Loan Documents Exhibit "F" — Reimbursement Forms Exhibit "G" —Project Compliance Report: Rental Housing Exhibit "H" — Federal Labor Standards Provisions — Davis -Bacon Requirements Exhibit "I" — Section 3 Reporting Forms Exhibit "J" — Standards for Complete Documentation Exhibit "K" - MBE Reporting Form HOME DEVELOPER RENTAL CONTRACT Rev. 06/21/2016 Columbia Renaissance Square I, L.P. List of Exhibits Page EXHIBIT "A" PROJECT SUMMARY COLUMBIA RENAISSANCE SQUARE I, L.P. Capitalized terms not defined herein shall have meanings assigned to them in the Contract. DESCRIPTION: Developer will use HOME Funds for a portion of the costs to develop the Columbia Renaissance Square Apartments, a mixed income multifamily complex on approximately 7.882 acres. The project will have 5 residential buildings which will consist of up to 140 units including 44 one - bedroom units, 68 two -bedroom units, and 28 three -bedroom units. There will also be a community clubhouse which will include fitness, laundry, and mail facilities. The complex will also include amenities such as a business center, energy efficient appliances and central heat and air in each unit. The project will contain 21 market rate units. Developer will be entitled to make Reimbursement Requests until 30 days after the Completion Deadline. In consideration for the HOME Funds, Developer agrees to provide the following information and meet the following requirements: • Designate 10 Accessible Units in accordance with Section 504 requirements and the terms of the Contract. Accessible Units shall be marketed in accordance with Section 7.7 of the Contract. • Designate 9 floating HOME Units in the project. Of these 9 HOME Units, 7 will be High HOME Units and 2 will be Low HOME Units. HOME Rents will be charged in accordance with the rents set forth in Exhibit "A-1" — HUD Rent Limits, published annually by HUD, and shall not exceed the High HOME Rent limit. • Submit Exhibit "G" - Project Compliance Report: Rental Housing regarding the household income, size, race, ethnicity, gender of head of household, disability status, and rental assistance type for the initial tenant of the first HOME Unit to be leased. CITY WILL WITHHOLD $50,000 OF THE HOME FUNDS UNTIL CITY VERIFIES THAT AT LEAST 1 HOME UNIT IS LEASED TO A HOME ELIGIBLE HOUSEHOLD. • If the 9 HOME Units do not qualify as affordable rental housing immediately upon lease - up or at any time during the Affordability Period, the City may invoke any remedies provided in the Contract or the Loan Documents. • Submit a copy of its annual audit and annual reports to TDHCA to City throughout the Affordability Period. SPECIFIC PURPOSE: The specific purpose of this project is to increase the availability of quality, accessible, affordable housing for low and moderate income City residents in southeast Fort Worth. The project will also significantly contribute to the City's revitalization efforts in the Berry Hill -Mason Heights Neighborhood Empowerment Zone. PROJECT OBJECTIVES: The project will provide 119 housing units affordable to households earning less than 80% of AMI, of which 9 will be designated as HOME -assisted units. There will be 21 market rate units in the project. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 1 Rev. 06.21.2016 U_S. DEPARTMENT OP Ht7E 04/2016 STATE : TEXFsS PROGRAM EXHIBIT "A-1" HUD RENT LIMITS COLUMBIA RENAISSANCE SQUARE I, L.P. 2016 =Is PROGRAld RENTS EFFICIENCY 1 BR 2 BR 3 BR 4 BR 5 BR 6 BR Port Worth -Arlington, TX HUD Metro FL t Area LEAP HOmm RENT L1MIT 61C 653 785 906 1011 1116 1219 HIGH BIOME RENT LIMIT 624 718 913 1201 1320 1438 1557 Pox Information Only: PAIR ?A1KET RENT 624 718 913 1249 1562 1796 2031 50% RENT LIMIT 61C 653 785 906 1011 1116 1219 65% RENT LIMIT 811 871 1047 1201 1320 1438 1557 *Rent limits are published annually by HUD. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 2 Rev. 06.21.2016 EXHIBIT "A-2" ENVIRONMENTAL MITIGATION ACTION COLUMBIA RENAISSANCE SQUARE I, L.P. HOME Funds may be reimbursed for exempt activities; however, HOME funds will not be paid, and costs cannot be incurred, until City has conducted and completed an environmental review of the proposed project site as required under 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions, including property acquisition, demolition, movement, rehabilitation, conversion, repair or construction until satisfactory completion of environmental review and receipt by City of an authorization to use grant funds from HUD under 24 CFR Part 58. Special conditions, procedures, and requirements identified for the project may include and are not limited to mitigation of any adverse effects identified by the environmental review process. The special conditions, procedures, and requirements may differ and are subject to approval by City and HUD. Environmental Mitigations are as follows: 1. The current waste water infrastructure located around the project site was installed to support retail development. Developer must hire an engineer to perform a sewer study in order to determine if the original 8-inch sewer main is adequate to avoid a downstream wastewater system impact. If an impact is noted, then it must be addressed with a new waste water infrastructure plan that is approved by the City prior to construction of the project. City has adequate capacity to treat any waste water accumulated. 2. The current municipal water infrastructure located around the project site is not adequate and was installed to support retail development. Developer must hire an engineer to perform a water study in order to note deficiencies and address the increased municipal water demand and possible increased fire flow requirements. If an impact is noted, then it must be addressed with a new municipal water infrastructure plan that is approved by prior to construction of the project. City will provide Developer the executed environmental review record and certifications. Developer agrees to abide by the special conditions, procedures, and requirements of the executed environmental review certification approved by HUD. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 3 Rev. 06.21.2016 15 1 16 TOTAL SOURCES OF FUNDS TOTAL USES OF FUNDS EXHIBIT "B" BUDGET COLUMBIA RENAISSANCE SQUARE I, L.P. Development Name: Source # Funding Description SOURCES AND USES Columbia Renaissance Square Apartments Priority Construction Loan Permanent Loan of Lien Stage Amt. Stage Amount Financing Participants 1 Conventional Loan 1st $16,436,000 $5,700,000 BBVA Compass 2 Conventional Loan/FHA Housing Tax Credit 3 Syndication Proceeds $16,346,224 TDHCA 4 HOME 5 Housing Trust Fund 6 CDBG 7 Mortgage Revenue Bonds Historic Tax Credit 8 Syndication Proceeds 9 USDA/ TXRD Loan(s) Other Federal Loan or 10 Grant 11 Other State Loan or Grant Local Government Loan 12 (HOME) 3rd $1,200,000 $1,200,000 City of Fort Worth 13 Private Loan 2nd $700,000 $700,000 FWHFC 14 Cash Equity In -Kind Equity/Deferred Developer Fee $342,315 Operating Reserves HOME Funds Budget $24,288,539 $24,288,539 Land Acquisition and/or Pre -Development Soft Costs $1,100,000* Construction Hard Costs $50,000* Holdback** $50,000* TOTAL $1,200,000 *Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change. ** City will hold back $50,000.00 of the HOME Funds until City verifies that the first HOME Unit is leased to a HOME Eligible Household as well as the other requirements in Exhibit "C" - Construction and Reimbursement Schedule. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 4 Rev. 06.21.2016 PHASE I ACTIVITIES: PHASE I COMPLETE by: June 30, 2016 PHASE II ACTIVIITES: PHASE II COMPLETE by: December 31, 2016 PHASE III ACTIVIITES: PHASE III COMPLETED by: June 30, 2017 PHASE IV ACTIVITIES: PHASE IV COMPLETED by: December 31, 2017 TOTAL EXHIBIT "C" CONSTRUCTION AND REIMBURSEMENT SCHEDULE COLUMBIA RENAISSANCE SQUARE I, L.P. Activity Land Acquisition Predevelopment Soft Costs First Payment** Construction Hard Costs Prior to Reimbursement in Phase II, Developer must submit the contractor/subcontractor/vendor searches under the Federal System for Award Management (www.sam.gov). HOME Funds $1,100,000.00* $1,100,000.00* $25,000.00* Second Payment** (approx. 33% complete)*** $25,000.00* Construction Hard Costs $25,000.00* Prior to Reimbursement in Phase III, Developer must submit the contractor/subcontractor/vendor searches under the Federal System for Award Management (www.sam.gov). Third Payment** (approx. 66% complete)*** $25,000.00* Initial Lease -up of HOME Units Prior to Reimbursement in Phase IV, the following items must be submitted: 1. Rent Schedule for HOME Units. See Section 7.5 2. Tenant Selection Policy. See Section 7.6 3. Affirmative Marketing Plan. See Section 7.7 Prior to Reimbursement for Final Payment, Exhibit "G" - Project Compliance Report: Rental Housing must be submitted to City. Final Payment** (Lease -Up of HOME Unit)*** $50,000.00* $1,200,000.00 *Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change. **Developer must submit Complete Documentation with Reimbursement Request to City within 60 days from each of the abovementioned deadlines in order to be reimbursed. Failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. ***If milestone is reached before the Phase completion date, reimbursement will be made when the milestone percentage is reached and the City is provided all required documentation. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 5 Rev. 06.21.2016 EXHIBIT "D" AUDIT REQUIREMENTS COLUMBIA RENAISSANCE SQUARE I, L.P. NOT APPLICABLE HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 6 Rev. 06.21.2016 EXHIBIT "E" LOAN DOCUMENTS COLUMBIA RENAISSANCE SQUARE I, L.P. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 7 Rev. 06.21.2016 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Deed of Trust Security Agreement - Financing Statement HOME Funds Terms Date: June 21, 2016 Grantor: Columbia Renaissance Square I, L.P., a Texas limited liability company Grantor's Mailing Address: Columbia Renaissance Square I, L.P. 1718 Peachtree Street, Suite 684 Atlanta, GA 30309, With a copy to: Coats Rose, P.C. 14755 Preston Road, Suite 600 Dallas, Texas 75254 Attention: Mattye Gouldsby Jones Trustee: Vicki S. Ganske or Leann D. Guzman Trustee's Mailing Address: The City Attorney's Office The City of Fort Worth 1000 Throckmorton St. Fort Worth TX 76102 Tarrant County Lender: City of Fort Worth, a Texas municipal corporation Lender's Mailing Address: City of Fort Worth Neighborhood Services Department Attn: Assistant Director 1000 Throckmorton Street Fort Worth, Texas 76102 Tarrant County DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. OFFICIAL RECORD :'I`i'Y SECRETARY 1 T WORTH, TX Page 1 Rev. 6-21-16 Loan Authority: The loan evidenced by the Note (the "Loan") and secured by this Deed of Trust Security Agreement — Financing Statement ("Deed of Trust") is being made pursuant to the HOME Investment Partnerships Program authorized under Title II of the Cranston - Gonzales National Affordable Housing Act of 1990, as amended, 42 USC 12701 et seq. (the "HOME Program") and the HOME Investment Partnership Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME Regulations") with HOME funds for the development of the Columbia Renaissance Square, a mixed income multifamily complex located in Fort Worth, Texas (the "project"), all as more particularly described in a HOME Contract, City Secretary Contract No. 47887 between Grantor and Lender for the Loan (the "HOME Contract"). Obligations Note Date: June 21, 2016 Original Principal Amount: $1,200,000.00 Borrower: Columbia Renaissance Square I, L.P. Lender: City of Fort Worth Maturity Date: Expiration of the 20 year Affordability Period described in the HOME Contract and in Section F below Terms of Payment: As provided in the Note In addition, Obligations shall include compliance by Grantor with the requirements of the HOME Program for the 20 year Affordability Period more particularly described in Section F. below. Property (including any improvements): Being a tract of land situated in the J. Justice Survey, Abstract No. 859, City of Fort Worth, Tarrant County, Texas and being a portion of Lot 2, Block 1 of the Mason Heights Addition, an addition to the City of Fort Worth as recorded in Document No. D212201535 of the Plat Records, Tarrant County, Texas (P.R.T.C.T.) and being more particularly in the attached Exhibit "A", incorporated herein by reference for all purposes. Together with the following personal property to the extent owned by Grantor: All fixtures, supplies, building materials, and other goods of every nature now or hereafter located, used, or intended to be located or used on the Property; All plans and specifications for development of or construction of improvements on the Property; All contracts and subcontracts relating to the construction of improvements on the Property; DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 2 Rev. 6-21-16 All accounts, contract rights, instruments, documents, general intangibles, and chattel paper arising from or by virtue of any transactions relating to the Property; All permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; All proceeds payable or to be payable under each policy of insurance relating to the Property; and All products and proceeds of the foregoing. Notwithstanding any other provision in this Deed of Trust, the term "Property" does not include personal effects used primarily for personal, family, or household purposes. In addition to creating a deed -of -trust lien on Property described above, Grantor also grants to Lender a security interest in all of the above -described personal property pursuant to and to the extent permitted by the Texas Uniform Commercial Code. Prior Liens: The lien created by this Deed of Trust is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of (i) the Multifamily Deed of Trust, Assignment of Leases and Rents and Security Agreement securing that certain Note made by Grantor and payable to BBVA Compass, ("Senior Lender") evidencing the indebtedness arising from the loan by Senior Lender to Grantor ( the "Senior Indebtedness"), to the extent and in the manner provided in that certain Subordination Agreement among Senior Lender, Lender, and Grantor (the "Subordination Agreement"), and (ii) a Promissory Note dated June 21, 2016 in the original principal amount of $700,000.00 made by Grantor and payable to the Fort Worth Housing Finance Corporation (the "FWHFC Loan"). This Deed of Trust is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the loan documents evidencing the Senior Indebtedness ("Senior Loan Documents") as more fully set forth in the Subordination Agreement, and the liens, terms, covenants and conditions of the loan documents evidencing the FWHFC Loan ("FWHFC Loan Documents"). The rights and remedies of Lender and each subsequent assignee of the lien under this Deed of Trust are subject to the restrictions and limitations set forth in the Subordination Agreement Subject the terms of the Subordination Agreement and to waiver, notice, grace and cure period, if any, provided in the Senior Loan Documents and/or the FWHFC Loan Documents, if default occurs in payment of any part of principal or interest of the Senior Indebtedness and/or the Senior City Loan, or in observance of any covenants contained in the Senior Loan Documents and/or the FWHFC Loan Documents, the entire debt secured by this Deed of Trust will immediately become payable at the option of Lender to the extent permitted by the Subordination Agreement. DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 3 Rev. 6-21-16 Other Exceptions to Conveyance and Warranty: The Permitted Exceptions set forth on Exhibit "B" attached hereto and incorporated herein for all purposes. For value received and to secure performance of the Obligations, Grantor conveys the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property, subject to the Other Exceptions to Conveyance and Warranty. On performance of the Obligations, including payment of the Loan and all other amounts secured by this Deed of Trust and performance of the requirements of the HOME Program, this Deed of Trust will have no further effect, and Lender will release it at Grantor's expense. Clauses and Covenants A. Grantor's Obligations Grantor agrees to- 1. defend title to the Property subject to the Other Exceptions to Conveyance and Warranty and preserve the lien's priority as it is established in this Deed of Trust; 2. obey all laws, ordinances, and restrictive covenants applicable to the Property; 3. if the lien of this Deed of Trust is not a first lien, pay or cause to be paid all prior lien notes pursuant to their respective terms and abide by or cause to be abided by all prior lien instruments; and 4. notify Lender of any change of address. Grantor agrees not to- 1. do or intentionally or knowingly permit anything to be done that will impair the security of this Deed of Trust. B. Lender's Rights 1. Lender or Lender's mortgage servicer may appoint in writing a substitute trustee, succeeding to all rights and responsibilities of Trustee. 2. If the proceeds of the Loan are used to pay any debt secured by prior liens, Lender is subrogated to all the rights and liens of the holders of any debt so paid, subject to the Subordination Agreement. 3. Notwithstanding the terms of the Note to the contrary, and unless applicable law prohibits, all payments received by Lender from Grantor with respect to the Obligations or this DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 4 Rev. 6-21-16 Deed of Trust may, at Lender's reasonable discretion, be applied first to amounts payable under this Deed of Trust and then to amounts due and payable to Lender with respect to the Obligations, to be applied to late charges, principal, or interest in the order Lender in its discretion determines. 4. If Grantor fails to perform any of Grantor's obligations under this Deed of Trust, subject to prior written notice and cure period, Lender may perform those obligations and be reimbursed by Grantor on demand for any amounts so paid, including reasonable and actually incurred attorney's fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this Deed of Trust. 5. If there is a default on the Obligations or if Grantor fails to perform any of Grantor's obligations under this Deed of Trust and the default continues after any required notice of the default and the time allowed to cure, Lender may - a. declare any unpaid principal balance and earned interest on the Obligations immediately due; b. direct Trustee to foreclose this lien, in which case Lender or Lender's agent will cause notice of the foreclosure sale to be given as provided by the Texas Property Code as then in effect; and c. purchase the Property at any foreclosure sale by offering the highest bid and then have the bid credited on the Obligations. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies Lender shall give Grantor and Grantor's general partner and each of Grantor's limited partners, as identified in the Second Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"), simultaneous written notice of such default. Grantor, and its general partner or limited partners on behalf of Grantor, shall have a period of 15 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the contrary, if a non -monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies, Lender shall give Grantor and Grantor's general partner and each of Grantor's limited partners, as identified in the Partnership Agreement, simultaneous written notice of such default. If the default is reasonably capable of being cured within 30 days, Grantor and each of its general partner or limited partners on behalf of Grantor shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Grantor or Grantor's general partner or any of its limited partners (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Grantor or Grantor's general partner or any of its limited partners on behalf of Grantor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 5 Rev. 6-21-16 a default or the default is not cured within 180 days after the first notice of default is given. If the default is not cured after notice within the time periods stated above, Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. 6. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. 7. If Grantor fails to perform any of its obligations, covenants, or agreements under the HOME Contract, this Deed of Trust or the FWHFC Loan Documents, Lender may do any act it deems reasonably necessary to cure such failure. During an event of default, Lender may enter the Premises with or without notice and do anything that Lender reasonably deems necessary or prudent to do. 8. If Lender elects to make any payments or do any act or thing required to be paid or done by Grantor under the Loan documents or the FWHFC Loan Documents, any sums advanced by Lender are a part of the Obligations. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien, Trustee will - either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then in effect; 2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other Exceptions to Conveyance and Warranty and without representation or warranty, express or implied, by Trustee; 3. from the proceeds of the sale, pay, in this order - a. expenses of foreclosure, including a reasonable commission to Trustee; b. to Lender, the full amount of principal, interest, reasonable attorney'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; and 4. be indemnified, held harmless, and defended by Lender against all costs, expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the trust created by this Deed of Trust, which includes all court and other costs, including reasonable attorney's fees, incurred by Trustee in defense of any action or proceeding taken against Trustee in that capacity. DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 6 Rev. 6-21-16 DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 7 Rev. 6-21-16 D. General Provisions 1. If any of the Property is sold under this Deed of Trust, Grantor must immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will become a tenant at sufferance of the purchaser, subject to an action for forcible detainer. 2. Recitals in any trustee's deed conveying the Property will be presumed to be true, absent evidence to the contrary. 3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing any other remedy will not constitute an election of remedies. 4. This lien will remain superior to liens later created even if the time of payment of all or part of the Obligations is extended or part of the Property is released. 5. If any portion of the Obligations cannot be lawfully secured by this Deed of Trust, payments will be applied first to discharge that portion. 6. Subject to the rights of senior lien holders, Grantor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the Property. After deducting any expenses incurred, including reasonable attorney's fees and court and other costs, Lender will either release any remaining amounts to Grantor or apply such amounts to reduce the Obligations and any excess proceeds shall be paid to Grantor. Lender will not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor will immediately give Lender notice of any actual or known threatened proceedings for condemnation of all or part of the Property. Notwithstanding the above, in the event of any fire or other casualty to the Property or eminent domain proceedings resulting in condemnation of the Property or any part thereof, Grantor shall have the right to rebuild the Property, and to use all available insurance or condemnation proceeds therefor, provided that (a) such proceeds are sufficient to keep the Obligations in balance and rebuild the Property in a manner that provides adequate security to Lender for repayment or performance of the Obligations or if such proceeds are insufficient then Grantor shall have funded any deficiency, (b) Lender shall have the right to approve plans and specifications for any major rebuilding and the right to approve disbursements of insurance or condemnation proceeds for rebuilding under a construction escrow or similar arrangement, and (c) no material default then exists under the Loan documents other than attributable to the casualty or condemnation. If the casualty or condemnation affects only part of the Property and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and partial repayment of the Obligations in a manner that provides adequate security to Lender for repayment of the remaining balance of the Obligations, and any excess proceeds shall be paid to Grantor. 7. Subject to the rights of senior lien holders, Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts from the Property. DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 8 Rev. 6-21-16 Grantor may as Lender's licensee collect rent and other income and receipts as long as Grantor is not in default with respect to the Obligation or this Deed of Trust. Subject to the terms of the Loan documents, Grantor will apply all rent and other income and receipts to payment of the Obligations and performance of this Deed of Trust, but if the rent and other income and receipts exceed the amount due with respect to the Obligations and the Deed of Trust, Grantor may retain the excess. If Grantor defaults in payment or performance of the Obligations or performance of this Deed of Trust, Lender may terminate Grantor's license to collect rent and other income and then as Grantor's agent may rent the Property and collect all rent and other income and receipts. Lender neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the Property. Lender may exercise Lender's rights and remedies under this paragraph without taking possession of the Property. Lender will apply all rent and other income and receipts collected under this paragraph first to expenses incurred in exercising Lender's rights and remedies and then to Grantor's obligations with respect to the Obligations and this Deed of Trust in the order determined by Lender. Lender is not required to act under this paragraph, and acting under this paragraph does not waive any of Lender's other rights or remedies. 8. Interest on the debt secured by this Deed of Trust will not exceed the maximum amount of non -usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or peiiuitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides any conflicting provisions in this and all other instruments concerning the debt. 9. In no event may this Deed of Trust secure payment of any debt that may not lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law. 10. When the context requires, singular nouns and pronouns include the plural. 11. The term Note includes all extensions, modifications, and renewals of the Note and all amounts secured by this Deed of Trust. 12. Grantor agrees to (a) keep at Grantor's address, or such other place as Lender may approve, accounts and records reflecting the operation of the Property and copies of all written contracts, leases, and other instruments that affect the Property; (b) prepare financial accounting records in compliance with generally accepted accounting principles consistently applied; and (c), at Lender's request on reasonable notice from time to time, permit Lender to examine and make copies of such books, records, contracts, leases, and other instruments at any reasonable time. 13. Grantor agrees to deliver to Lender, at Lender's request from time to time, internally prepared financial statements of Grantor and any guarantor of the Note prepared in accordance with generally accepted accounting principles consistently applied, in detail DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 9 Rev. 6-21-16 reasonably satisfactory to Lender and certified to be materially true and correct by the chief financial officer of Grantor or its certified public accountant, as applicable. 14. If Lender orders an appraisal of the Property while a default exists or to comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to reimburse Lender for the reasonable cost of any such appraisal. If Grantor fails to reimburse Lender for any such appraisal within 20 days of Lender's written request, that failure is a default under this Deed of Trust. 15. Grantor agrees to allow Lender or Lender's agents to enter the Property at reasonable times and inspect it and any personal property in which Lender is granted a security interest by this Deed of Trust. 16. Grantor may not sell, transfer, or otherwise dispose of any Property, whether voluntarily or by operation of law, except for transfer to the landlord, condemnation, or to obtain utility easements, without the prior written consent of Lender. If granted, consent may be conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and management ability being satisfactory to Lender; and (b) the grantee's executing, before such sale, transfer, or other disposition, a written assumption agreement containing any terms Lender may reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed of Trust , or any other instruments evidencing or securing the Obligations. Grantor may not cause or knowingly permit any Property to be encumbered by any liens, security interests, or encumbrances other than the liens securing the Obligation and the liens securing ad valorem taxes not yet due and payable and the Permitted Exceptions without the prior written consent of Lender. If granted, consent may be conditioned upon Grantor's executing, before granting such lien, a written modification agreement containing any terms Lender may require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, an approval fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. Lender hereby specifically approves the execution of the proposed Declaration of Land Use Restrictive Covenants ("LURA") which will be executed by Grantor on the form required by the Texas Department of Housing and Community Affairs ("TDHCA). Approval of the LURA shall be reflected by Lender's execution of the form of Consent and Subordination of Lienholder which is required by the TDHCA. Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate Instrument") covering the Property that is subordinate to the liens created by this Deed of Trust without the prior written consent of Lender. If granted, consent for a Subordinate Instrument may be conditioned upon the Subordinate Instrument's containing express covenants to the effect that - a. the Subordinate Instrument is unconditionally subordinate to this Deed of Trust; DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 10 Rev. 6-21-16 b. if any action is instituted to foreclose or otherwise enforce the Subordinate Instrument, no action may be taken that would terminate any occupancy or tenancy without the prior written consent of Lender, and that consent, if granted, may be conditioned in any manner Lender determines; c. rents, if collected by or for the holder of the Subordinate Instrument, will be applied first to the payment of the Obligations then due and to expenses incurred in the ownership, operation, and maintenance of the Property in any order Lender may determine, before being applied to any indebtedness secured by the Subordinate Instrument; d. written notice of default under the Subordinate Instrument and written notice of the commencement of any action to foreclose or otherwise enforce the Subordinate Instrument must be given to Lender concurrently with or immediately after the occurrence of any such default or commencement; and e. in the event of the bankruptcy of Grantor, all amounts due on or with respect to the Obligations and this Deed of Trust will be payable in full before any payments on the indebtedness secured by the Subordinate Instrument. Lender acknowledges and agrees that, in the event of a foreclosure of its interest under this Deed of Trust, the following rule contained in Section 42(h)(6)(E)(ii) of the Internal Revenue Code (the "Code") shall apply: For a period of 3 years from the date of foreclosure, with respect to any unit that had been regulated by the LURA, (i) none of the eligible tenants occupying those units at the time of foreclosure may be evicted or their tenancy terminated (other than for good cause), and (ii) no rent for said units may be increased except as otherwise permitted under Section 42 of the Code. Grantor may not cause or permit any of the following events to occur without the prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability company, the dissolution of the company or the sale, pledge, encumbrance, or assignment of any of its membership interests; (c) a general partnership or joint venture, the dissolution of the partnership or venture or the sale, pledge, encumbrance, or assignment of any of its partnership or joint venture interests, or the withdrawal from or admission into it of any general partner or joint venturer; or (d) a limited partnership, (1) the dissolution of the partnership, (2) the sale, pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal from or admission into it of any general partner, or (3) except for a limited partnership interest in a low income housing project, the withdrawal from or admission into it of any controlling limited partner or partners. If granted, consent may be conditioned upon (a) the integrity, reputation, character, creditworthiness, and management ability of the person succeeding to the ownership interest in Grantor (or security interest in such ownership) being reasonably satisfactory to Lender; and (b) the execution, before such event, by the person succeeding to the interest of Grantor in the Property or ownership interest in Grantor (or security interest in such ownership) of a written modification or assumption agreement containing such terms as Lender may reasonably require, such as a principal pay down on the Obligations, an increase in the rate of DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P, Page 11 Rev. 6-21-16 interest payable with respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. Permitted Transfers. Notwithstanding anything to the contrary herein or in any other Loan document, the following shall not constitute a default under any of the Loan documents - a. the withdrawal, removal, replacement, and/or addition of a General Partner of the Grantor in accordance with the Partnership Agreement, or the withdrawal, replacement, and/or addition of Grantor's Limited Partner provided that prior notice of any additional or substitute Grantor's General Partner is delivered to Lender and any additional or substitute General Partner is reasonably acceptable to Lender and is selected with reasonable promptness. Any additional or substitute General Partner that is an affiliate of Grantor's Limited Partner is hereby deemed acceptable to Lender; b. the sale, transfer, conveyance or pledge of partnership interests in the Grantor; c. the sale, transfer, conveyance or pledge of any membership or ownership interest in Grantor's Limited Partner; d. the dilution of General Partner's interest in cash flow and/or capital transaction proceeds in Grantor in accordance with the tetrns of the Partnership Agreement; and e. any amendment to the Partnership Agreement which does not affect the financial terms of the Partnership Agreement, and does not otherwise adversely affect Lender's security interest in the Property. Further, none of the actions described in this paragraph will constitute a material change in ownership which would trigger termination of the Home Contract. 17. Except as otherwise related to the project as defined in the HOME Contract, Grantor agrees not to grant any lien or security interest in the Property or to permit any junior encumbrance to be recorded or any claim to otherwise become an encumbrance against the Property other than the proposed LURA, and any other lien or security interest approved in advance by Lender. If an involuntary encumbrance is filed against the Property, Grantor agrees, within 30 days of actual notice, to either remove the involuntary encumbrance or insure against it or provide a bond acceptable to Lender against the involuntary encumbrance. 18. This Deed of Trust binds, benefits, and may be enforced by the successors in interest of all parties. 19. If Grantor and Borrower are not the same person, the term Grantor includes Borrower. 20. Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 12 Rev. 6-21-16 21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and other actually incurred costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust is placed in the hands of an attorney for enforcement. 22. If any provision of this Deed of Trust is determined to be invalid or unenforceable, the validity or enforceability of any other provision will not be affected. 23. RESERVED. 24. RESERVED. 25. The term Lender includes any mortgage servicer for Lender. 26. The debt and the performance secured by this Deed of Trust is a nonrecourse obligation of Borrower. Neither Borrower nor any of its partners nor any other party shall have any personal liability for repayment of the Loan described in the HOME Contract. The sole recourse of Lender under the Loan documents for repayment of the Loan or performance of any of the Obligations shall be the exercise of its right against the security for payment as defined in the Note. E. Construction Loan Mortgage 1. This Deed of Trust is a "construction mortgage" within the meaning of section 9.334 of the Texas Business and Commerce Code. The liens and security interests created and granted by this Deed of Trust secure an obligation incurred for the construction of improvements on land, including the acquisition costs of the Property. 2. Grantor agrees to comply with the terms, covenants and conditions of the HOME Contract which requires the Note and this Deed of Trust. All advances made by Lender under the HOME Contract will be indebtedness of Grantor secured by the liens created by this Deed of Trust, and such advances are conditioned as provided in the Contract. 3. All amounts disbursed by Lender before completion of the improvements to protect the security of this Deed of Trust up to the principal amount of the Note will be treated as disbursements under the Contract. All such amounts will bear interest from the date of disbursement at the rate stated in the Note, unless collections from Grantor of interest at that rate would be contrary to applicable law, in which event such amounts will bear interest at the rate stated in the Note for matured, unpaid amounts and will be payable on notice from Lender to Grantor requesting payment. 4. From time to time as Lender deems reasonably necessary to protect Lender's interests, Grantor will, on request of Lender, execute and deliver to Lender, in such form as DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 13 Rev. 6-21-16 Lender directs but subject to the rights of any senior lien holders, assignments of any and all rights or claims that relate to the construction of improvements on the Property. 5. In case of breach by Grantor of the terms, covenants and conditions of the Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with or without entry on the Property, may (a) invoke any of the rights or remedies provided in the HOME Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the remedies provided in this Deed of Trust, or (c) do both. F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE FOLLOWING CONDITIONS AND RESTRICTIONS: The Note secured by this Deed of Trust is the Note required in the HOME Contract, and has been executed and delivered in accordance with the Contract. The funds advanced by Lender are HOME funds and the HOME Contract requires that the 9 residential rental units described below and located on the Property must qualify and remain affordable rental housing in accordance with the HOME Program and the HOME Regulations for the 20 year Affordability Period more particularly defined in the HOME Contract. The Obligations described in the HOME Contract evidenced by the Note and secured by this Deed of Trust will be in default if the 9 HOME -assisted residential rental units located on the Property more particularly described in the HOME Contract do not remain affordable rental housing for the duration of the Affordability Period, subject to the next available unit rule. This Deed of Trust has also been executed and delivered pursuant to the terms of the HOME Contract. Grantor agrees to perform each and every obligation set forth therein and will not permit a default to occur thereunder. Any default in the performance of Grantor's obligations under the terms of the HOME Contract or the HOME Program or HOME Regulations shall be deemed a default in the terms of the Note and Lender may invoke any remedies provided herein for default. THE HOME CONTRACT, THE NOTE AND THIS DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. [SIGNATURES AND NOTARIZATION FOLLOW] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 14 Rev. 6-21-16 COLUMBIA RENAISSANCE SQUARE I, L.P., a Texas limited partnership By: COLUMBIA RENAISSANCE SQUARE PARTNERS, LLC, a Georgia limited liability company, its General Partner By: STATE OF COUNTY OF James Grauley, President This instrument was acknowledged before me on , 2016, by James Grauley, President of Columbia Renaissance Square Partners, LLC, a Georgia limited liability company, General Partner of Columbia Renaissance Square I, L.P., a Texas limited liability partnership, on behalf of said partnership. Notary Public, State of AFTER RECORDING RETURN TO: City of Fort Worth City Attorney's Office Attention: Vicki S. Ganske 1000 Throckmorton Street Fort Worth, Texas 76102 DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 15 Rev. 6-21-16 EXHIBIT "A" Legal Description Being a tract of land situated in the J. Justice Survey, Abstract No. 859, City of Fort Worth, Tarrant County, Texas and being a portion of Lot 2, Block 1 of the Mason Heights Addition, an addition to the City of Fort Worth as recorded in Document No. D212201535 of the Plat Records, Tarrant County, Texas (P.R.T.C.T.) and being more particularly described as follows; COMMENCING at a 5/8 inch iron rod found with plastic cap stamped "WAI" at the common south corner of Lot 1R1 and 1R2, Block 1 of the Mason Heights Addition, an addition to the City of Fort Worth as recorded in Document No. D215133856 (P.R.T.C.T.), said point being on the north right-of-way line of Moresby Street (a 60' right-of-way) as recorded in Document No. D212201535 (P.R.T.C.T.); THENCE, along the north line of said Moresby Street, North 89 degrees 48 minutes 25 seconds East a distance of 483.60 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" at the POINT OF BEGINNING; THENCE, departing the north line of said Moresby Street, North 00 degrees 32 minutes 20 seconds West a distance of 554.58 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 89 degrees 27 minutes 40 seconds East a distance of 418.79 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" on the common line of Lot 2 and Lot 3 of said Mason Heights Addition (D212201535); THENCE, along the common line of said Lot 2 and Lot 3, South 09 degrees 50 minutes 14 seconds East a distance of 1,010.52 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" at the common south corner of said Lot 2 and Lot 3, said point being on the north right-of-way line of Grayson Street (a 60' right-of-way) as recorded in Document No. D212201535 (P.R.T.C.T.); THENCE, along the north right-of-way line of said Grayson Street, South 89 degrees 27 minutes 40 seconds West a distance of 172.26 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, departing the north right-of-way line of said Grayson Street, North 09 degrees 50 minutes 15 seconds West a distance of 416.07 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 89 degrees 48 minutes 25 seconds West a distance of 312.59 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", said point being on the east right- of-way line of W.G. Daniels Drive (a 60' right-of-way) as recorded in Document No. D212201535 (P.R.T.C.T.); DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 16 Rev. 6-21-16 THENCE, along the east right-of-way line of said W.G. Daniels Drive, North 00 degrees 32 minutes 20 seconds West a distance of 30.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", said point being on the north right-of-way line of the aforementioned Moresby Street; THENCE, along the north right-of-way line of said Moresby Street, South 89 degrees 48 minutes 25 seconds West a distance of 30.00 feet to the POINT OF BEGINNING and containing 343,329 square feet or 7.882 acres of land, more or less. DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 17 Rev. 6-2I -I 6 EXHIBIT "B" PERMITTED ENCUMBRANCES 1. Declaration of Land Use Restrictive Covenants by and between Columbia Renaissance Square I, L.P., Texas Department of Housing and Community Affairs, a public and official agency of the State of Texas, BBVA Compass, the Fort Worth Housing Finance Corporation and the City of Fort Worth to be recorded in the Official Public Records, Tarrant County, Texas. 2. Multifamily Deed of Trust, Assignment of Leases and Rents and Security Agreement from Columbia Renaissance Square I, L.P., to be recorded in the Official Public Records, Tarrant County, Texas, securing a promissory note, payable to BBVA Compass and any other Senior Loan Documents securing the Senior Indebtedness as more particularly described in the Subordination Agreement. 3. The Subordination Agreement between BBVA Compass, Columbia Renaissance Square I, L.P. and City of Fort Worth recorded in the Official Public Records, Tarrant County, Texas. 4. Rights of tenants in possession, as tenants only, under any unrecorded leases or rental agreements. 5. Deed of Trust, Security Agreement -Financing Statement dated June 21, 2016 from Columbia Renaissance Square I, L.P., a Texas limited liability company, to Vicki S. Ganske or Leann D. Guzman, Trustee(s), recorded in the Official Public Real Property Records, Tarrant County, Texas, securing a promissory note in the principal sum of $700,000.00 payable to Fort Worth Housing Finance Corporation. 6. The Subordination Agreement between Columbia Renaissance Square I, L.P. and Fort Worth Housing Finance Corporation recorded in the Official Public Records, Tarrant County, Texas. 7. Drainage Easement Agreement (North Flow) between FW Mason Heights, L.P., a Texas limited partnership, and Columbia Renaissance Square I, L.P., a Texas limited partnership, to be recorded in the Official Public Records of Tarrant County, Texas. 8. Drainage Easement Agreement (South Flow) between FW Mason Heights, L.P., a Texas limited partnership, and Columbia Renaissance Square I, L.P., a Texas limited partnership, to be recorded in the Official Public Records of Tarrant County, Texas. 9. Temporary Turnaround Facility Easement between FW Mason Heights, L.P., a Texas limited partnership, and Columbia Renaissance Square I, L.P., a Texas limited partnership, to be recorded in the Official Public Records of Tarrant County, Texas. DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 18 Rev. 6-21-16 10. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements. 11. Standby fees, taxes and assessments by any taxing authority for the year 2016 and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership; but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax years. 12. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records. 13. Easement(s) for the purpose(s) shown below and rights incidental thereto as delineated or as offered for dedication, on the map of said tract/plat; Purpose: 30' Sanitary Sewer Easement, and a10' Utility Easement Recording No. under Clerk's File No. 0212201535, Real Property Records Tarrant County, Texas Shown and noted on survey by Winkelmann and Associates, Inc., prepared by Leonard Jay Lueker, Registered Professional Land Surveyor Number 5714, Project No. 26066.00, dated February 19, 2014 14. Easement(s) and rights incidental thereto, as granted in a document: Granted to: Southwestern Bell Telephone Company Purpose: As provided in said document Recording Date: June 28, 2012 Recording No: under Clerk's File No. D212155696, Real Property Records Tarrant County, Texas, shown on the plat filed 08/17/2012, recorded under Clerk's File No. D212201535, Real Property Records, Tarrant County, Texas Shown and noted on survey by Winkelmann and Associates, Inc., prepared by Leonard Jay Lueker, Registered Professional Land Surveyor Number 5714, Project No. 26066.00, dated February 19, 2014 DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 19 Rev. 6-21-16 15. Easement(s) and rights incidental thereto, as granted in a document: Granted to: Oncor Electric Delivery Company, LLC Purpose: As provided in said document Recording Date: July 19, 2013 Recording No: under Clerk's File No. D212174139, Real Property Records Tarrant County, Texas Shown and noted on survey by Winkelmann and Associates, Inc., prepared by Leonard Jay Lueker, Registered Professional Land Surveyor Number 5714, Project No. 26066.00, dated February 19, 2014 16. Matters contained in that certain document Entitled: Storm Water Facility Maintenance Agreement Dated: October 3, 2012 Executed by: FW Mason Heights, L.P. Recording Date: October 5, 2012 Recording No: under Clerk's File No. D212247478, Real Property Records Tarrant County, TX Reference is hereby made to said document for full particulars. Noted on survey by Winkelmann and Associates, Inc., prepared by Leonard Jay Lueker, Registered Professional Land Surveyor Number 5714, Project No. 26066.00, dated February 19, 2014 17. Lease for coal, lignite, oil, gas or other minerals, together with rights incident thereto, dated January 23, 2004, by and between The Grand Lodge of Texas, A.F. & A.M., as Lessor, and Powell Royalty, Inc., as Lessee, recorded Apri127, 2004 under Clerk's File No. D204126417, and amended in instrument recorded July 10, 2006 under Clerk's File No. D206207635 of the Official Records of Tarrant County, Texas; as affected by Surface Use Agreement for Oil and Gas Exploration, Development and Production recorded July 10, 2006 under Clerk's File No. D206207636 of the Official Records of Tarrant County, Texas. 18. Interest in and to all coal, lignite, oil, gas and other minerals, and all rights incident thereto, contained in instrument dated January 2, 2007, recorded January 3, 2007 under Clerk's File No. 0207002961, of the Official Records of Tarrant County, Texas, which document contains the following language: For Grantor and Grantor's successors and assigns forever, a reservation of all rights in and to oil, gas, and other liquid and gaseous hydrocarbons capable of being produced through a well bore in and under and that may be produced from the Property (the "Retained Interest"); provided, however, Grantor waives and conveys to Grantee all rights of ingress and egress to and from the DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 20 Rev. 6-21-16 surface of the Property, save and except those locations and conditions described in the Surface Use Agreement for Oil and Gas Exploration, Development and Production dated July 10,2006, by and between Grantor and Dale Resources, L.L.C., recorded in County Clerk's File No. D206207636, Real Property Records, Tarrant County, Texas, regardless of whether the drilling or production activity is by Dale Resources as lessee or by any mineral owner or other lessee. The foregoing reservation includes production, from the lease held by Dale Resources, L.L.C., and any other holders of leases, and all benefits therefrom to the extent applicable to the Retained Interest. 19. Interest in and to all coal, lignite, oil, gas and other minerals, and all rights incident thereto, contained in instrument dated December 15, 2006, recorded January 3, 2007 at under Clerk's File No. D207002963 of the Official Records of Tarrant County, Texas, which document contains the following language: Grantor hereby reserves from this conveyance for the benefit of Grantor and Grantor's successors and assigns, (i) all minerals other than oil, gas and other liquid and gaseous hydrocarbons capable of being produced through a well bore (all oil, gas and other liquid and gaseous hydrocarbons capable of being produced through a well bore having been previously reserved by The Grand Lodge of Texas, Ancient Free and Accepted Masons) and (ii) all overriding royalty interests of Grantor, Vertex Investments, Inc., and Michael Mallick described in or arising pursuant to that one certain Surface Use Agreement and Subsurface/Surface Easement Agreement recorded at County Clerk's Instrument No. 0206246403, Real Property Records, Tarrant County, Texas. Notwithstanding the fact that rights in and to oil, gas and other minerals in, on or under the Land are not being granted to Grantee hereunder, neither Grantor (or any agent, representative, successor, assign, or lessee of Grantor), nor any other owner (or any agent, representative, successor, assign, or lessee of such owner) of any oil, gas or other mineral, shall have any right to enter upon, conduct any drilling or other surface operations of any nature, or place any facilities or structures of any kind on, over or across, any portion of the Land (including, but not limited to, exploration activities of any nature, seismic activities, the laying of pipelines, surveying, the building of roads, tanks, power stations, telephone lines, flow lines, electric power lines, tank batteries, or treaters); provided, however, the Grantor or any other oil, gas and mineral owner shall have the limited right to enter the Land with a subsurface horizontal or directional wellbore in an effort to explore for and develop oil and gas under the Land, so long as such operations do not interfere with the surface or subsurface support of any improvements constructed on the Land or the activities conducted on the Land. Grantor represents and warrants to Grantee that as of the date hereof Grantor has received the surface rights waivers (and such waivers have been recorded of record) from any and all owners of the rights in and to all oil, gas and other minerals in or under the Land and such surface rights waivers run with the surface of the DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 21 Rev. 6-21-16 Land and inure to the benefit of Grantee and its successors and assigns. Notwithstanding the foregoing, nothing in this surface waiver will limit the oil and gas lessee's right to conduct a limited seismic survey as more particularly set forth in that certain Surface Use Agreement for Oil and Gas Exploration, Development and Production dated effective July 10, 2006, recorded under Instrument No. 0206207636, Real Property Records, Tarrant County, Texas. 20. Any rights, interests, or claims which may exist or arise by reason of the following matters disclosed by survey, Job No.: 26066.00 Dated: February 19, 2014 Prepared by: Leonard Jay Lueker, Registered Professional Land Surveyor Number 5714 Matters shown: sanitary sewer manhole outside easement as shown; gravel road encroaching and/or protruding as shown 21. Any rights, liens, claims or equities, if any, in favor of Tarrant County Regional Water District. DEED OF TRUST — $1.2M HOME FUNDS Columbia Renaissance Square I, L.P. Page 22 Rev. 6-21-16 Promissory Note HOME Funds Date: June 21, 2016 Borrower: Columbia Renaissance Square I, L.P., a Texas limited partnership Borrower's Mailing Address: Columbia Renaissance Square I, L.P. 1718 Peachtree Street, Suite 684 Atlanta, GA 30309, With a copy to: Coats Rose, P.C. 14755 Preston Road, Suite 600 Dallas, Texas 75254 Attention: Mattye Gouldsby Jones Lender: City of Fort Worth, a Texas municipal corporation Place for Payment: City of Fort Worth Neighborhood Services Department Attn: Assistant Director 1000 Throckmorton Street Fort Worth, Tarrant County, Texas 76102, or any other place that Lender may designate in writing. Principal Amount: $1,200,000.00 Loan Authority: The loan evidenced by this Note (the "Loan") is being made pursuant to the HOME Investment Partnerships Program authorized under Title II of the Cranston -Gonzalez National Affordable Housing Act of 1990, as amended, 42 USC 12701 et seq. ("HOME Program") and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME Regulations") with HOME funds for the development of the Columbia Renaissance Square, a mixed income multifamily complex located in Fort Worth, Texas (the "project"). Annual Interest Rate: The lesser of 1 % or the Long -Term Applicable Federal Rate ("AFR") on the date hereof, which is 2.24% PROMISSORY NOTE — HOME FUNDS Columbia Renaissance Square I, L.P. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 1 rev. 06-21-16 Final Payment Date: 15 years after the date of project stabilization as described in the HOME Contract, City Secretary Contract No. 47887, between Borrower and Lender for the Loan ("HOME Contract"). Maturity Date: The termination of the Affordability Period defined in the HOME Contract. Annual Interest Rate on Matured, Unpaid Amounts: 12% Terms of Payment: Payments of the Principal Amount and interest will be based on a 30 year amortization schedule. The Principal Amount and interest are due and payable in equal annual installments beginning 12 months after the date of project stabilization as described in the HOME Contract and continuing annually until the Final Payment Due Date. At that time, the unpaid principal balance and accrued, unpaid interest will be payable in full. Payments will be applied first to accrued interest and the remainder to reduction of the Principal Amount. Interest will be calculated based on a 360 day per year factor applied to the actual days on which there exists an unpaid principal balance. Provided however, Principal Amount and interest are only payable from Net Cash Flow as defined in the Borrower's Second Amended and Restated Limited Partnership Agreement, as may be amended from time to time (the "Partnership Agreement"). Principal and interest to the extent not paid from Net Cash Flow shall be paid out of Borrower's Net Cash Flow in subsequent years. Notwithstanding anything provided herein, all unpaid Principal Amount and accrued and unpaid interest remaining outstanding shall be paid on or before the Final Payment Date. This Note is the Note required in the HOME Contract and has been executed and delivered in accordance with that contract. The funds advanced by Lender are HOME funds and the HOME Contract requires that the 9 residential rental units described below and located on the Property must qualify and remain affordable rental housing in accordance with the HOME Program and the HOME Regulations for the 20 year Affordability Period more particularly defined in the HOME Contract. The obligations described in the HOME Contract pertaining to the HOME Program and the HOME Regulations including the Affordability Period as well as the Loan evidenced by this Note will be in default if the 9 HOME -assisted rental units located on the Property more particularly described in the HOME Contract do not remain affordable rental housing for the duration of the Affordability Period, subject to the "next available unit rule" under the Internal Revenue Code Section 42 (g) (2) (D). In the event of such default, Lender may invoke any remedies provided in the Contract or the Deed of Trust (hereinafter defined) for default. Security for Payment: This Note is secured by a Deed of Trust Security Agreement - Financing Statement dated June 21, 2016 from Borrower to Vicki S. Ganske, Trustee or Leann Guzman, PROMISSORY NOTE — HOME FUNDS Columbia Renaissance Square I, L.P. Page 2 rev. 06-21-16 Trustee (the "Deed of Trust") which covers the personal property described therein and the following real property: Being a tract of land situated in the J. Justice Survey, Abstract No. 859, City of Fort Worth, Tarrant County, Texas and being a portion of Lot 2, Block 1 of the Mason Heights Addition, an addition to the City of Fort Worth as recorded in Document No. D212201535 of the Plat Records, Tarrant County, Texas (P.R.T.C.T.) and being more particularly described in the attached Exhibit "A", incorporated herein by reference for all purposes. Other Security for Payment: As set forth in the HOME Contract Borrower promises to pay to the order of Lender the Principal Amount plus interest. This Note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Final Payment Date. After the Final Payment Date, Borrower promises to pay any unpaid principal balance plus interest at the Annual Interest Rate on Matured, Unpaid Amounts. If Borrower defaults in the payment of this Note or in the performance of its obligations under the HOME Contract or that Loan Agreement between Borrower and the Fort Worth Housing Finance Corporation of even date (the "Loan Agreement"), or in the performance of any obligation in any instrument securing or collateral to this Note or in any instrument securing Borrower's performance of the terms and conditions of the Loan Agreement, Lender may invoke any remedies provided herein or in the Deed of Trust for default. If a monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies Lender shall give Borrower and each of the general and limited partners of the Borrower, as identified in the Partnership Agreement, simultaneous written notice of such default. Borrower shall have a period of 15 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the contrary, if a non -monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies, Lender shall give Borrower and each of the general and limited partners of the Borrower as identified in the Partnership Agreement, simultaneous written notice of such default. Ifthe default is reasonably capable of being cured within 30 days, Borrower shall have such period to effect a cure prior to exercise of remedies byLender under the Loan documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Borrower (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. If the default is not cured after notice within the time periods stated above, Borrower and each surety, endorser, and guarantor waive all demand for PROMISSORY NOTE — HOME FUNDS Columbia Renaissance Square I, L.P. Page 3 rev. 06-21-16 payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. Borrower's Limited Partner, as identified in the Partnership Agreement, shall have the right to cure any default existing under the Loan documents, which right must be exercised by the later of (a) the cure period provided in the Loan documents, or (b) 15 days after receipt of written notice of default by the Limited Partner. For the Limited Partner to exercise effectively its cure rights, the Limited Partner must fully pay the amount past due or perform the defaulted obligations, including the payment of any amounts due for legal expenses inculTed in connection with the default. Notwithstanding anything to the contrary in the Loan documents, upon the occurrence of any default arising out of: (i) the bankruptcy, insolvency or assignment of assets for the benefit of creditors by the General Partner of Borrower or by any Guarantor of the Loan, or (ii) the withdrawal from Borrower of the Borrower's General Partner, or the death or incapacity of a Guarantor, or (iii) a breach of the representations concerning such General Partner or any Guarantor, the Limited Partner shall have the option, but not the obligation, within 45 days of receipt of written notice of such default from Lender, to cure any such default by appointing a substitute or additional General Partner or Guarantor that is an affiliate of the Limited Partner to act as such General Partner or Guarantor. Any pledge to the Limited Partner by Borrower's General Partner of the General Partner's interest in the Partnership Agreement as security for the performance of all of the General Partner's obligations under the Partnership Agreement shall not be an event of default under the Loan documents. Borrower also promises to pay reasonable attorney's fees and court and other costs if this Note is placed in the hands of an attorney to collect or enforce the Note. These expenses will bear interest from the date of default at the Annual Interest Rate on Matured, Unpaid Amounts. BolTower will pay Lender these expenses and interest on demand at the Place for Payment. These expenses and interest will become part of the debt evidenced by the Note and will be secured by any security for payment. Interest on the debt evidenced by this Note will not exceed the maximum rate or amount of non -usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this Note and all other instruments concerning the debt. Each Borrower, as applicable, is responsible for all obligations represented by this Note. PROMISSORY NOTE — HOME FUNDS Columbia Renaissance Square I, L.P. Page 4 rev. 06-21-16 Borrower may prepay this Note in any amount at any time before the Maturity Date without penalty or premium. When the context requires, singular nouns and pronouns include the plural. The indebtedness evidenced by this Note is and shall be subordinate in right of payment to the prior payment in full of the indebtedness to be hereafter evidenced by (i) a Promissory Note made by Borrower payable to BBVA Compass ("Senior Lender") (the "Senior Indebtedness") to the extent and in the manner provided in that Subordination Agreement among Senior Lender, Borrower and Lender ( the "Subordination Agreement"), and (ii) a Promissory Note made by Borrower and payable to the Fort Worth Housing Finance Corporation in the original principal amount of $700,000.00 (the "FWHFC Loan"). The Deed of Trust securing this Note is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the documents evidencing the Senior Indebtedness ("Senior Loan Documents") as more fully set forth in the Subordination Agreement, and the liens, terms, covenant and conditions of the documents evidencing the FWHFC Loan ("FWHFC Loan Documents"). The rights and remedies of the payee and each subsequent holder of this Note under the Deed of Trust securing this Note are subject to the restrictions and limitations set forth in the Subordination Agreement and/or the FWHFC Loan Documents. Each subsequent holder of this Note shall be deemed, by virtue of such holder's acquisition of the Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by the Subordinate Lender under the Subordination Agreement. Subject to the terms of the Subordination Agreement and any cure periods provided in the Senior Loan Documents, if there is a default in payment of any part of principal or interest of the Senior Indebtedness and/or the FWHFC Loan, or a breach of any covenants contained in the Senior Loan Documents and/or the FWHFC Loan Documents, the debt evidenced by this Note will immediately become payable at the option of Lender. If Borrower fails to perform any of Borrower's obligations in the Senior Loan Documents and/or the FWHFC Loan Documents, and to the extent allowed by the Subordination Agreement, Lender may perform those obligations and be reimbursed by Borrower, on demand, at the Place for Payment for any amounts advanced, including attorney's fees, plus interest on those amounts from the date of payment at the Annual Interest Rate on Matured, Unpaid Amounts. The amount to be reimbursed will be secured by all instruments securing this Note. If any installment becomes overdue for more than 15 days, at Lender's option a late payment charge of 5 % of the amount then due may be charged in order to defray the expense of handling the delinquent payment. A default exists under this Note if (1) (a) Borrower or (b) any other person liable on any part of this Note (an "Other Obligated Party") fails to timely pay or perform any obligation or covenant in any written agreement between Lender and Borrower or such Other Obligated Party; (2) any warranty, covenant, or representation in this Note or in any other PROMISSORY NOTE — HOME FUNDS Columbia Renaissance Square I, L.P. Page 5 rev. 06-21-16 written agreement between Lender and Borrower or any Other Obligated Party is materially false when made; (3) a receiver is appointed for Borrower, any Other Obligated Party, or any property on which a lien or security interest is created as security (the "Collateral Security") for any part of this Note; (4) any Collateral Security is assigned for the benefit of creditors other than the holder(s) of the Senior Indebtedness; (5) a bankruptcy or insolvency proceeding is commenced by Borrower or an Other Obligated Party; (6) (a) a bankruptcy or insolvency proceeding is commenced against Borrower or an Other Obligated Party and (b) the proceeding continues without dismissal for 90 days, the party against whom the proceeding is commenced admits the material allegations of the petition against it, or an order for relief is entered; (7) any of the following parties is dissolved, begins to wind up its affairs, is authorized to dissolve or wind up its affairs by its governing body or persons, or any event occurs or condition exists that permits the dissolution or winding up of the affairs of any of the following parties: (i) Borrower, or (ii) an Other Obligated Party; and (8) any Collateral Security is materially impaired by loss, theft, damage, levy and execution, issuance of an official writ or order of seizure, or destruction, unless it is promptly replaced with insurance proceeds, collateral security of like kind and quality or restored to its former condition. The execution and delivery of this Note are required under the Contract. If any provision of this Note conflicts with any provision of the Contract, the Deed of Trust, the Leasehold Deed of Trust or any other document evidencing the same transaction between Lender and Borrower, the provisions of the Contract will govern to the extent of the conflict. This Note will be construed under the laws of the state of Texas without regard to choice -of -law rules of any jurisdiction. This Note is a nonrecourse obligation of Borrower. Neither Borrower nor any of its general and limited partners nor any other party shall have any personal liability for repayment of the Loan described in the Contract. The sole recourse of Lender under the Loan documents for repayment of the Loan shall be the exercise of its rights against the Security for Payment. [SIGNATURE FOLLOWS] PROMISSORY NOTE — HOME FUNDS Columbia Renaissance Square I, L.P. Page 6 rev. 06-21-16 THE CONTRACT, NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. COLUMBIA RENAISSANCE SQUARE I, L.P., a Texas limited partnership By: COLUMBIA RENAISSANCE SQUARE PARTNERS, LLC, a Georgia limited liability company, its General Partner By: James Grauley, President PROMISSORY NOTE — HOME FUNDS Columbia Renaissance Square I, L.P. Page 7 rev. 06-21-16 EXHIBIT 'A' LEGAL DESCRIPTION Being a tract of land situated in the J. Justice Survey, Abstract No. 859, City of Fort Worth, Tarrant County, Texas and being a portion of Lot 2, Block 1 of the Mason Heights Addition, an addition to the City of Fort Worth as recorded in Document No. D212201535 of the Plat Records, Tarrant County, Texas (P.R.T.C.T.) and being more particularly described as follows; COMMENCING at a 5/8 inch iron rod found with plastic cap stamped "WAI" at the common south corner of Lot 1R1 and 1R2, Block 1 of the Mason Heights Addition, an addition to the City of Fort Worth as recorded in Document No. D215133856 (P.R.T.C.T.), said point being on the north right-of-way line of Moresby Street (a 60' right-of-way) as recorded in Document No. D212201535 (P.R.T.C.T.); THENCE, along the north line of said Moresby Street, North 89 degrees 48 minutes 25 seconds East a distance of 483.60 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" at the POINT OF BEGINNING; THENCE, departing the north line of said Moresby Street, North 00 degrees 32 minutes 20 seconds West a distance of 554.58 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 89 degrees 27 minutes 40 seconds East a distance of 418.79 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" on the common line of Lot 2 and Lot 3 of said Mason Heights Addition (D212201535); THENCE, along the common line of said Lot 2 and Lot 3, South 09 degrees 50 minutes 14 seconds East a distance of 1,010.52 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" at the common south corner of said Lot 2 and Lot 3, said point being on the north right-of-way line of Grayson Street (a 60' right-of-way) as recorded in Document No. D212201535 (P.R.T.C.T.); THENCE, along the north right-of-way line of said Grayson Street, South 89 degrees 27 minutes 40 seconds West a distance of 172.26 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, departing the north right-of-way line of said Grayson Street, North 09 degrees 50 minutes 15 seconds West a distance of 416.07 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 89 degrees 48 minutes 25 seconds West a distance of 312.59 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", said point being on the east PROMISSORY NOTE — HOME FUNDS Columbia Renaissance Square I, L.P. Page 8 rev. 06-21-16 right-of-way line of W.G. Daniels Drive (a 60' right-of-way) as recorded in Document No. D212201535 (P.R.T.C.T.); THENCE, along the east right-of-way line of said W.G. Daniels Drive, North 00 degrees 32 minutes 20 seconds West a distance of 30.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", said point being on the north right-of-way line of the aforementioned Moresby Street; THENCE, along the north right-of-way line of said Moresby Street, South 89 degrees 48 minutes 25 seconds West a distance of 30.00 feet to the POINT OF BEGINNING and containing 343,329 square feet or 7.882 acres of land, more or less. PROMISSORY NOTE — HOME FUNDS Columbia Renaissance Square I, L.P. Page 9 rev. 06-21-16 EXHIBIT "F" REIMBURSEMENT FORMS COLUMBIA RENAISSANCE SQUARE I, L.P. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 8 Rev. 06.21.2016 Attachment I Developer: Address: City, State, Zip: Project: Tax ID Number Phase Number: INVOICE COLUMBIA RENAISSANCE SQUARE I, L.P. Columbia Renaissance Square Apartments Developer's Certification: I certify that the costs incurred are valid and consistent with the terms and conditions of the contract between City and Agency. By signing this invoice, I certify that to the best of my knowledge and belief the data included in this report is true and accurate. It is acknowledged that the provision of false information could leave the certifying official subject to the penalties of federal, state, and local law. Original Signature and Date: Name: Title: HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 9 Rev. 06.21.2016 Attachment II Developer: Project: I le:7$4:` ec 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Total City of Fort Worth Neighborhood Services Department Expenditure Worksheet Columbia Renaissance Square I, L.P. Columbia Renaissance Square Apartments *Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals, if applicable. It f,14S-In HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 10 Rev. 06.21.2016 li...4s.. 4r441•121/401.+sm. i n .4 EXHIBIT "G" PROJECT COMPLIANCE REPORT: RENTAL HOUSING COLUMBIA RENAISSANCE SQUARE I, L.P. Iv1JfI ,p1MW.1.X2 4D911Ct. MULTI F T > HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 11 Rev. 06.21.2016 EXHIBIT "H" FEDERAL LABOR STANDARD PROVISIONS - DAVIS-BACON REQUIREMENTS COLUMBIA RENAISSANCE SQUARE I, L.P. NOT APPLICABLE HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 12 Rev. 06.21.2016 EXHIBIT "I" SECTION 3 REPORTING FORMS COLUMBIA RENAISSANCE SQUARE I, L.P. Section 3 Summary Report EOCOCKTIC CpccirtunItles tir Lc— and Very Law-Inccew Persons 5 scare teelk of V121 PkI Ofnialan rafferol EXHIBIT "r. Department o' Ao.ong CkVa Approval No 2.92942043 and Urban De+,e,cornert orrice ot =ar Hor.ro Ana Ewal Opportune' itylecre 41pere .42ernex -,aat ere lento r01 rwarml 16.neacinere kraril re 4 ,:reiset Frew" /4440t. el Crirr 0 Coo nox-et 04.teertme p rmstArri ,,AAA VAI•t ler matt pr-,p-nrr reds I Iinn rink' =pro. Tc441 ',etre :limed t-retes ;Ire.tam vta rola' 7 spc.ery rittal 10 rtegaer 'ell). ll3C.2C1O) Part I: Emokwarrnt aM TrainInd 1" C..rnna 9, C 3nd .1" kr mereLyan, teida, InCude New I-f-e: r E .17-', r hanter o4 lirresr ,,f .4•44 % :4 Acgovpsle hks-Abor % s! -.al 0telf Ileas hurter el 0,4114, 2 .1.4 C Medgerf New 114444 lino ratan 0 reel leen ef h.* 144•44 tr 0oetee 3 rr4%,-,41•41 -rer..4 0.r. 1114441.4re. tal wo 044c a ruaelet• /A-4 Thelma* Ptcoels4onair, Techniclar4 OtncelOserIcal Cor-aru,. cam bi Trade Trade Trade Trade Trade Trace Other ilizt) Tat% rregron=le..144 • rarie44 taiaty 2 • 0 metier ;Call I 1 • ',At -WI -rim Ibm.alrg A. • Denskireaset C • Deavaeca- C • Idlneiarnrxter A • rtrrikeAs 44ak3nce • r424.1r CAM alto Aineinia.4 r • cc AIG r legman a • CCroli ataza 2 *Claw Cr hevar4 la • Othor 14,44.1r4; rt>rarna r44,4 mf fern Mel' &Trial leir4C,7-4 HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 13 Rev. 06.21.2016 Part II: Central:4c Awarded ViLS ±d m tIC.-t.C/i 1 Uri! W-12 11.011Jed El ILIA LVElti itItE.r.3‘Lt r1.1 Sot:IEEE IL Aut. L FEwEEE3333ip &nal LW drAlit, isitELE1t343 oft* etworood ElettEv- iEzst3lessula TEALl IEEE-3" LE' El.L.LEE4 bLamesanak 3 = tr4L-.Lttlio...33r lit3i-CurtikEL/Etwl LI/M.4/312o A Auk ;114 4E13341 a rAAA.,'.---A01-..AAAAA mitt otAlk WINVEitKi tits El Eulsr Elu.hiv*EE13c33 Ex3 1-=...trulELE:31tEl o....31110.3* awt3Listli.:3 2ti A Ilwowiao rit ittw 1..k33/3 AttELELlt kElattuo. tkositmors ELt4 nuntxtE hod1,311 t„,. mein ctimitew Part IL isnmary Inch:ale e eftaft rage to dreot the er-p toy trent g-d other economic ociocrtun tie; generated bj HUD nnarc al ass stance Ix ho.r,ng and corrmLnty ceveopmert programs, lo re greatest erten! "e3r-,,t4e, toward Icvnand very low-rozorne persons parOo.rany those who are recpients of government wostarice tar nouorig I Crept all that allOY Attempted tc wrist lbw -income resIOent througtr op.) admit Sing mecta, Jr promrentry disptayed3C prciect ote, contacts wth the communty orgarArattions and oiJO2ic or prrvate agencies p.pieratrig Kinn the r—etrcpol t3n area for nonrrietropolan county! ri witch de Sete on 3 covered progrzr-, or r2rOleaz located, or Orlon methods Participated In a IHJO proigam cr over program which prornot the tranhg or errtioimert o Section 3 residerts. anticipated In a Ht..r prog-am c orer program Aft ch promotes the award c corrracft to bustles: oorcems which meet rie denribor of Senor 3 buOness concern: Coact nated wth Yo•ittit ct Proirmin: earn n !stereo In trie mercooltan area n Atilch the Sea cn 3 osvered proXcl located Other, descrte below P..t ic reoortrg roc 111: cOlecticn of rt crnarO. n Is estm•atect to No ge 2 fox: per response, ric.ting trie time t revlereng 1-,:aniadns segrinrig erstng data sources, gatherrig and martarng the Cats needed ana cixriplegig tr4 reeveng the coection o'Informgcn. Th. agency may not colect InIs. Information, and ou are nC rect.tred tz complete TI: unts: it 13ys a currerty *raid OMB rurnber. SecOon3 othe Housing aro Uttar Deer Act cif 1959, as amended, 12 U.S C. 171I1u, manages brat the Deciartm art en o.res that emplornert and other econorn't °opt eturites generated by troz rig and commir4ty dev opener,: asO stance prams are cfrectee toward Vow- and verrlow Income persons, oarectrgry re liho are reticent co governmert assistance housng, The regUabccs are tund g 24 C Part 13E. The n'ormigion w II be used by the Department to mentor program rectient' complance veth Section 3, to =sew, the .res.41: cf the Departmert's eltift to meet the statutori obtecthitsQ etIon 3.In prepare reports to Cong•erz , •u-.41 by recipents ser"-. ntorriorry tool The data1 entered into a datat=e and Ail be arg)zed and distreautel The colection o'Intrmwon rivolves recJpnt receiving r:edera fr.wical a:V.:124-4:e tor houry communti development programs covered try SeCon 3 The rrforrnaton All be co letter! arri43ri to 31rdrAfO n meetng its reportrig rea.irements under Seption 8C8e6 of the ;sr i-to.rsrg Act and Seoton 91:6 of tre HCOA el 1992.. An assurance of conndiertla try I: net 3,M,- lc aloe to ths form. The Privacy Act o' 1974 and CMS CrcUar .1-1119 are not giontabe. The reporting requrement do net contan sensitive eftiiCiga I: o..1,—,-,Jatve; persona! iderrying instrm 3 t on 'a not Included rsam Y.,: ern ILOCSCIOCC: :CO 0'14 CrM HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 14 Rev. 06.21.2016 =crn UO-63032 Seotton 3 Summary Report, Eonomlo Oppertunitbc for Low- and Vary Low-$noome PeRorw. Inslr clkata. Lew.: rrvaat a aual a: -cat ilr^,n s irfuL11y rifourrrett i 1 4f r ecv prat civz.l:ar1ara pr.a ,lw1 to rid .ay ��-ftnxw Vh'►n,� dM ec'i:a 3 4 UPI l'ruvn11atv Lataala Uwerk:ptettfti gale! 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Ta rv+e+.1 mum( IncA di imeanar2Omrtts tie aN rexipifar>r!s and Mai Stetiovr it tvv+rad coral tclsira and suYnamertclaa. H rLa FLtttai Lie flat: _ert.= IVtre] Racrlaa Erinthy' rem airs!wit aka tu3,ri su net 112 I * Irma! 1 F.iJe l litilcstu' Ettai Um rruicaa' Vet the awed horn i*tli Jettasl Tla swam: ma, L. a West's us:pe!ettia a-wow/ari,.-f c.ttia_-: 3 Lit i Arnrs?i:ifrw1C`*: Etta Ltrte#ds ant xsi !melded Ivt'1a leis mg Jlae, imerfo.: L'-1 15a iiei yel[ i 4. 5 Luria. PsirsrPrury Eats t v Iw it esrJ Id+tfrtaw riur t! es owl cm; roll. IlaeMlwlle td 1'ia awrH,.*ram Ue,avias-t near; .wlSalta 3 FeAv via Fsew] tsar tar ar:lnatetla.imcl7ast;= llia later! tuws ± Dale Fmtert Cad E,ier 1 . RW1144 110 Sin uItxpf: ^arcct!a°a The dyr 1 Iat 4eau!fas"is3atan:fie! F* t+. -t i a' a 11, Kra 11 a1 I !aria (art aaaltv. yTar+ metals Ft ere fur 3 ,t a1 e1 v d1 rat A .1 J 1,437 L©.r-lrscuata paricau rFaa=. ;awn, sal»' are n:ta16.11 .5c+ ta.R tufts: Ll`1 ;it k the eat, ea k[rrn-trod L+ytls aulay airi alai lam es eure:i Urd -ay u:e E.(tm tea U ran rarjc to !tart! s: lrfl=cn it lie Iella !ante Etiel ilia 1111111 rfL,=J ar,iwLar-Jrr'J Pars L Eatpkryearal aid !raining Opp etualUt Lunn A. l'._X'at>i Pttfaari:x,se a e Jeris: as Ta,stla 'nil,: lava i :ei k114-gHs3ja of eta uta,:tab,fti I ■ s4,111terves, �rr�i'7e='b, ruva7ua Wire*� eir9 twirtii.la teu;,ltlrnwr;, Far ,]Gl1U"'Xxtrm-atar'at, I11 aysSS taein a.'dpx:r't�o Wa Ir, Lvlatat El llAuutri Fla 9, t4de wilwe pi 1 WWI errituyvtci 'lea;.aieiu:;t7 :d'J3ir' tslc.31.1 w3:talara10.4t11M eat ai:e nv ram a Cul•areirr B: IP iri ry 1.t } Erlm *i■ rr.='lei..I r't40 rats IV t>F tadalJ:t) cr rittrtasa-rletelrled Law A e. ctars?>xt.017 £>s irw•uid 1.4 mica eels Li • psi Wtu'ta mil ;.ai ltxe veyYar_+ i1`s yr twphrt"a {_writ! 1n eat urmat at I a gum J rdac9 , f:t s 3�rx,tuv<w:avow d xieetine i.21 Lee0t! oj) n3u.yav: aeaaiatataa Camnn e. IM+rI Ac I` Fr+ei'i Etta Na irz-+L+es vl'ikttrt : row f:rrr 4? a si clinic Ty :i yes ilia is..dr;tlee•Jatm A b. ;,.xtia .M, .tar rvya aagid `;rc1u1, 's tan Ise trips a '�sj 7ii 5 1e6e3u1.hu nd V1!tar v:ia1c_1, a ut !ad pti 3 lairy k.. ar4 Urleit al rise l r at ealircfun 4sa �N , y tnma! srovl at the tart of lecaitt t! SoLntrt 1 ....ms ®kaft�a Col on U. Elbe. Ue L.eattaQ ti ai S1a the .twee loot ;aural - t®iJtrtsI .si rarfrwci:.n Wth C0 a.vtv.: Culzwnn E, Etta, the peg Lariat)* :1 Uw alma staff rxcua yr tl. 4:41 :5 11,1100 real haircuts ea:luJn,;" taw lawel -mii 11as area Itricala aka! and 4sJ t: t�-re matt Oak Culrtrnn F, (Alatrate.. ey Fadd) Ea:.n Lra mar, -an cR Yaairsr 's te.e:a le Ile! note Lfair' 1111 in urar.eci ii Wtm trig florae*: Nil a L,tiad L trc(Ls i as Week 1; U. .1iuteri C'+rnarm Once A: Etta VA, Ufa Jdtii :..;tt ut rat iwtta3e t ealtjeJ ve Ue t3sj+k+,•) WI1 filets B. Erie Ile Us :kfst strnx.oi ul 3 rila9:rr%rar_1.J M dee ute.dipti.vanr Owl wee arvea33a<: t;e t.utirCabeea. banC, Ei[a` Vat salty.4the klal04laarw-.l.td.It'* zariacla,:'rfalf Ilan y-e:+:,eectt,--lupE11 e•Wciarl lL Ea..,Lx 3 t.�c,ei.aaaee nonIJ. Eras t!er-Jr q trasnmama erKira:award Nock 2. Nx :tetra..' :-f Para A. Etta Csa late :1tta, a ti.rf ,91 ar1 Ixittiacia et®n dad in Ue tt aimilN Lyey ear Mee B. Etta Ile feat :kites cl ti to :,v_Sad rriC`r Un N Laed. odor Wed L tr areuts KantC. E'cm t pacvLyedUteLiaitalearr_•mttLe:sec s tsart> :'w+Gli Ild % adriuyfru aves,kad to tati:tf 3 tk ^atatea Mart U. Ertu L-'s mst6 e d b"aae'Yxa 3 L..a-uremia awe de Par1111. Suranwv l E rb-`alaxtlaaa!ti7 l la E,ecaiay Ira( wlalkaii irunla : liJim :a viva time= ail pmuari J re Irs,:aan %aa Cie seta cat tie L , ,.l Uea Sou rtsrt/r Sja _-► tact tat unmet ,.0 ra rrgaeeway trw-tare tl Ita,-atip .trim czAda t ufursai7 !a u I.a. irevrse l4irdm V.r bsr.71eiatia forewarn sawn kw-anarie lvhw 11t13:31V saY11e �_ tul aazaaaJ St1 psr:eifl to Ira liattha,1 wise a 4.1err,ce0 Ey Ure :aa..mia7 `mm r,..asi! - ut tttalm air! ale Nara art maceµ 11ai. �, i Earavlaty ray me:1 ah hcvere at ite !tram c+ t:mri t'ta:, 5L, L a nAttiaar I:A C,a It air llw boon :4 doe Gayobve a fall Vat sars., etlatura aria rvc,eeasa7 t: eke :f ar"wity Nut::a -tM far* Itwtiw ; t c, Wirer' (I t' o nal,tcot, HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 15 Rev. 06.21.2016 EXHIBIT "J" STANDARDS FOR COMPLETE DOCUMENTATION COLUMBIA RENAISSANCE SQUARE I, L.P. FORT WORTH,. Standards of Documentation for Rein Cost Type Acquisition of Vacant Lots Soft Costs (Architect, Engineer, Landscaping, Surveys, Appraisals, Environmental, Legal Fees, Other Consultants, Etc.) Neighborhood Services FINAL as of 4/24/2013 bursement of Development Costs Documentation Standard • Notice to Seller (date must be on or before the date of options agreement or sales contract and signed by the buyer and seller) • Recorded Deed of Trust • Purchase Agreement w/ Required HUD language • Master Settlement Statement • Appraisal or other document used to determine purchase price • Proof of Payment (bank statement/cancelled check) • Invoice Invoice should include: date; company's letterhead; address for which service is provided; description of service(s) and item(s); amount for itemized services; and total amount • Proof of Payment (ie. bank statement or cancelled check) • If applicable, fully executed contract/service agreements and applicable amendments - Provide printout from www.sam_eov verifying contractor/subcontractor is not listed on the debarred and suspension list • If only a portion is being paid with City funds, then show calculation and documentation of how costs are allocated. Page 1 HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 16 Rev. 06.21.2016 FORT WORTH,.. Standards of Documentation for Reimbursement of Development Costs Construction Costs (Contractors & • Invoice Subcontractors) Materials Purchased by Developer Invoice should include: date; company's letterhead; address for which service is provided; description of service(s) and item(s); amount for itemized services; and total amount • Proof of Payment (i.e. bank statement or cancelled check) • Timesheet(s) Signed by Employee and Supervisor - Activity Sheet(s) Signed by Employee and Supervisor - Pay Period Dates Should be Reflected • Copy of applicable inspection report(s) conducted by HED Inspector • Copy of executed agreements - Provide printout from www.sam.eov verifying contractor/subcontractor is not listed on the debarred and suspension list • If only a portion is being paid with City funds, then show calculation and documentation of how costs are allocated. • For retainage for the prime contractor, lien waivers for the prime and all subcontractors. • Invoice Invoke should include: date; company's letterhead; address where materials will be used; description of service(s) and item(s); cost by quantity; and total amount • Proof of Payment (i.e. bank statement or cancelled check) Neighborhood Services FINAL as of 4/24/2013 Page 2 HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 17 Rev. 06.21.2016 EXHIBIT "K" MBE REPORTING FORM Cuuteacl sud SuMzmlrac[.Rtii+il. 15. tkparmen tieu.rst .am! seta Dr+nit6tw.rw rreereeg tewlsr; ea cT cc4 tL ors :4 :rJ.ero,e t. wet t +-.cam hcszw �a+^✓�¢. ta7'. =elaster. ill-nhac aadrz rrr nz men .94T,.T'i44 t`tar k.-rs. aka. :t exeeLem . Rar1.�."'T elerl{ LL.....ree ,,.t' !sad 14Fv i 4 I `m1;3, '..srty tee Mu se= totes= 73erei yws.,i 111z. thkel tt Wexl ; ' at uet t dimt Ag= mG * 4Teat .essv: F axe dsa:-vial =etre,. nrettcat .... r.rt, prate tars Deurinret reresret'Ctc rerae,stee as rem°c-t rrs".:.=end mva;`i tr, elecreent rr tz 4„li paw rare rretatte l.'.= G'..s-, 5.....w. warner near att+ 1'rv-r. ztr',taar. - C tt 4+zmc'eziet + rode si 1 i as .rt. L = Sk**4r *, Tc.:•�ca t kxaar .4 1=rtsree:.x l eerier ea. .:ems Uc, ,...ss -w-acst vas =era, oewr..m ssasrai s peer/Axe t, 'Lew I cese.e,TtLeCera¢tirxlereen8raraTtc2'.a-4@crck eru.I-e= wa. MOBVSNEMIMEN `iutd. :7u Cteree Palawan. 'e Typ. A-Tra1. Crdw- a.,.c..rT- 1s ti. t Y • lt..Far�+tar. .r�,..au..c. Amintaidat.z*C] own n 47,11.17* -1*Xit4 Ix€ss A p p ras l tr:yt C.3a azrrsa, g to terg aa4 aozzr�.rng etc -.reamed, t axed=er: sad revo .x.tt Ine ¢ii4slw. rex I'e¢ Weerarsaa a -.r1 crbr5 I LD tm-:+a $.n.xartg lerr d ate /c I-;.a;-t. SO. A 'n.. 4 were* Jkt trire m it. et rued Et ett:U a tartar sat cal= MIS: Cart® ega rorr tee Yet: T. 4*n Icb'.va' sit ;�blmrcw Laleae4 tk+de..e ttfatriattmlma ax:tamd l(1ll,,,it tat Ne &Is cz txattrds znese ,,'s ttt I chater IVA IU: 1...p6..m.a. vtC"..'.a..'ws..«t-Dyat,.. a (_tarn ttr .*tar -ss Vcccuc ALYrw a. .I xl:sx tc aea¢beu' cr rtm,t. v*t era Le= rxtrat. I 1 4 Lrer are 31 , u`:x4j VAN, lie,>.y:reertat, raft w4et Never * tt4l1 lyric Cato. tr: Prag¢.a t (Compd.., *it ila.,4ug n1 Paula .air leas.s Maori.* prvatrez.dyt 'a....1.atte.r s.4a.1 • 5a.ai.a 4 4^irm.t -ati... 1a..-. I • vas.a 11! yw $x4T lit'. ,-&''"'b-r HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Columbia Renaissance Square, L.P. — Columbia Renaissance Square Apartments Page 18 Rev. 06.21.2016 CERTIFICATE OF INTERESTED PARTIES Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Columbia Renaissance Square I, L.P. Atlanta, GA United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Fort Worth FORM 1295 1 of 1 OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2016-70503 Date Filed: 06/14/2016 Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 76105 Columbia Renaissance Square I, L.P is the entity that will be developing a 140-unit mixed -income apartment complex located in southeast Fort Worth, located near 3801 W G Daniels Drive. 4 Name of Interested Party City, State, Country (place of business) Khalil, Noel Grauley, James Columbia Renaissance Square Partners, LLC 5 Check only if there is NO Interested Party. OFFICIAL SEAL CAROLYN J MOORE Notary Public, Georgia FULTON COUNTY My Commission Ex res ; MAY 12, 20 , 4�V VV V'VM+ AFFIX NOTARY STAMP / SEAL ABOVE Sworr1 nand subscribed before me, by the said Atlanta, GA United States Atlanta, GA United States Atlanta, GA United States Nature of interest (check applicable) Controlling Intermediary I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. e of authorized agent of con(racting business entity MI i-` #d4ct/j 20 , to certify which, witness my hand and seal of office. , this the 1� day of jWW. 1rdqri luau lUo�a ✓?tt.61 lP Signaturminiiering oath Printed nqm of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Title of officer/administering oath Version V1.0.1021