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HomeMy WebLinkAboutContract 48743-PN1 i !0 J3-10-17PO4 : 1 � ,R U oo NViOV0 PROMISSORY NOTE GSECRUARY 9 D March 1 O 2017 ONMCT NO. ` Borrower: The Presbyterian Night Shelter of Tarrant County, Inc., a Texas nonprofit corporation Borrower's Mailing Address: The Presbyterian Night Shelter of Tarrant County, Inc. P.O. Box 2645 Fort Worth, TX 76113 Attention: Toby Owen, CEO With a copy to: Courtney Gregory, Vice President of Finance The Presbyterian Night Shelter of Tarrant County, Inc. P.O. Box 2645 Fort Worth, TX 76113 Lender: City of Fort Worth, Texas, a Texas municipal corporation Place for Payment: C/O Assistant Director of Neighborhood Services Department 200 Texas St. Fort Worth, Tarrant County, TX 76102 or at any other place that Lender may designate in writing Principal Amount: $300,000.00 Loan Authority: The loan evidenced by this Note(the"Loan")is being made pursuant to grant monies from the United States Department of Housing and Urban Development("HUD") under Title I of the Housing and Community Development Act of 1974, as amended, 42 USC 5301 et seq. for utilization in connection with its Community Development Block Grant("CDBG Program") and the Community Development Block Grant Entitlement Program Regulations,as amended,24 CFR Part 570 et seq. (the"CDBG Regulations")with CDBG funds. Annual Interest Rate: 0% Maturity Date: as described in City Secretary Contract No 48743 between Borrower and Lender for the CDBG funds(the"Contract"). Annual Interest Rate on Matured,Unpaid Amounts: 6% PROMISSORY NOTE—CDBG FUNDSPage 1 The Presbyterian Night Shelter of Tarrant County,Inc. �FF�CIAL.RECORD Lowdon-Schutts Building Rehabilitation CITY SECRETARY Rev.03.07.17 FT.WORTH,TX Terms of Payment (principal and interest): Capitalized terms not defined herein shall have meanings assigned to them in the Contract. The Principal Amount is a forgivable deferred payment loan. Payment of the Principal Amount will only be required if Borrower does not comply with the terms of the Contract, the requirements of the CDBG Program and the CDBG Regulations, or the terms of this Note and any instrument evidencing or securing the Loan (collectively, the "Loan Documents"). This Note is the Note required in the Contract and has been executed and delivered in accordance with its terms. The funds advanced by Lender are CDBG funds and the Contract requires that the Lowdon-Schutts Building located on the Property rehabilitated in part with the CDBG funds must meet the National Objective of benefiting Income Eligible Clients for the 5 year Performance Period as more particularly defined in the Contract. Borrower shall fulfill the following CDBG Requirements as more particularly described in the Contract: 1. Rehabilitate the Lowdon-Schutts Building to provide a shelter for single homeless women 2. During the Performance Period, a. operate the Lowdon-Schutts Building as a shelter for single homeless women; b. maintain a cumulative list of all Unduplicated Clients provided services by Borrower in the Lowdon-Schutts Building; c. certify that all clients served by Borrower in the Lowdon-Schutts Building are Income Eligible Clients; d. comply with all applicable provisions of the CDBG Regulations; and e. meet the National Objective. The Loan evidenced by this Note and the obligations described in the Contract pertaining to the CDBG Program and the CDBG Regulations will be in default and the Principal Amount and any other sums due hereunder may be declared immediately payable if the Lowdon-Schutts Building located on the Property does not serve Income Eligible Clients, and fulfill the CDBG Requirements and meet the National Objective for the 5 year Performance Period,all as more particularly described in the Contract. In the event of such default, Lender may invoke any remedies provided in the Contract or the Deed of Trust for default. On performance of the obligations described in the Contract and the terms and conditions of the Loan Documents, the Loan will be forgiven. PROMISSORY NOTE—CDBG FUNDS Page 2 The Presbyterian Night Shelter of Tarrant County,Inc. Lowdon-Schutts Building Rehabilitation Rev. 03.07.17 Security for Payment: This Note is secured by a Deed of Trust of even date from Borrower to Vicki S. Ganske, Trustee, or Leann D. Guzman, Trustee, which covers the following real property: Portion of Lot 1R1, Block 1, TEXAS AND PACIFIC RAILWAY COMPANY ADDITION, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in Cabinet A, Slide 5515, Plat Records, Tarrant County, Texas, commonly known as 2401 Cypress, Fort Worth TX 76102 (the "Property"). Other Security for Payment: None If the Principal Amount is not forgiven, Borrower promises to pay to the order of Lender the Principal Amount. In that event, this Note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Maturity Date. After maturity, 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 Contract or the CDBG Program or the CDBG Regulations or any other obligation in any instrument securing or collateral to this Note, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed on the Note immediately due and payable. Borrower and each surety,endorser,and guarantor waive all demand for payment,presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity,protest, and notice of protest, to the extent permitted by law. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan Documents, prior to exercising any remedies Lender shall give Borrower written notice of such default. Borrower shall have a period of 7 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan Documents. Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the terms of any of the Loan Documents,prior to exercising any remedies, Lender shall give Borrower written notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan Documents. If the default is such that it is not reasonably capable of being cured within 30 days,and if Borrower (i) initiates corrective action within said period, and (ii) 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. 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 advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These PROMISSORY NOTE—CDBG FUNDS Page 3 The Presbyterian Night Shelter of Tarrant County,Inc. Lowdon-Schutts Building Rehabilitation Rev.03.07.17 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 is responsible for all obligations represented by this Note. When the context requires, singular nouns and pronouns include the plural. 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 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] PROMISSORY NOTE—CDBG FUNDS Page 4 The Presbyterian Night Shelter of Tarrant County,Inc. Lowdon-Schuns Building Rehabilitation Rev.03.07.17 THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. THE PRESBYTERIAN NIGHT SHELTER OF TARRANT COUNTY, INC. Toby 04n, Chief Executive Officer OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX PROMISSORY NOTE—CDBG FUNDS Page 5 The Presbyterian Night Shelter of Tarrant County,Inc. Lowdon-Schutts Building Rehabilitation Rev.03.07.17 Page 1 of 13 D217055704 3/1312017 3:22 PM PGS 13 Fee: $64.00 Submitter:XEROX COMMERCIAL SOLUTIONS Electronically Recorded by Tarrant County Clerk in Official Public Records +- t�tsw-�15cw f-1sz Mary Louise Garcia 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 CDBG Funds Terms Date: March. !a,2017 Grantor: The Presbyterian Night Shelter of Tarrant County,Inc., a Texas non-profit corporatism, Grantor's Mailing Address: The Presbyterian Night Shelter of Tarrant County,Inc. P.O.Box 2645 Fort'Woiffi, TX 76113 Attention:Toby Owen, CEO With a copy to: The Presbyterian Night Shelter of Tarrant County,Inc. P.O.Box 2645 Fort Worth,TX 76113 Attention: Courtney Gregory, Vice President of Finance Trustee: Vicki S. Ganske or Leann D. Guzman Trustee's Mailing Address: City Attorney's Office City of Fort Worth 200 Texas St. Fort Worth,TX 76102 Tarrant County Lender: City of Fort Worth, a Texas municipal corporation DEED OF TRUST-CD-BG FUNDS Page I The Preabyterian Night Shelter of Tarrant County,Inc. Lowdon-Scbutts Building Rehabilitation Rev.03.07.17 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 CDBG Funds Terms Date: March P, 2017 Grantor: The Presbyterian Night Shelter of Tarrant County, Inc., a Texas non-profit corporation Grantor's Mailing Address: The Presbyterian Night Shelter of Tarrant County, Inc. P.O. Box 2645 FortWorth, TX 76113 Attention: Toby Owen, CEO With a copy to: The Presbyterian Night Shelter of Tarrant County, Inc. P.O. Box 2645 Fort Worth, TX 76113 Attention: Courtney Gregory, Vice President of Finance Trustee: Vicki S. Ganske or Leann D. Guzman Trustee's Mailing Address: City Attorney's Office City of Fort Worth 200 Texas St. Fort Worth, TX 76102 Tarrant County Lender: City of Fort Worth, a Texas municipal corporation DEED OF TRUST—CDBG FUNDS Page 1 The Presbyterian Night Shelter of Tarrant County,Inc. Lowdon-Schutts Building Rehabilitation Rev.03.07.17 Lender's Mailing Address: City of Fort Worth Neighborhood Services Department Attention: Assistant Director 200 Texas Street Fort Worth, Texas 76102 Tarrant County Loan Authority: The loan evidenced by this Note (the "Loan") is being made pursuant to grant monies from the United States Department of Housing and Urban Development ("HUD") under Title I of the Housing and Community Development Act of 1974, as amended, 42 USC 5301 et seq. for utilization in connection with its Community.Development Block Grant ("CDBG Program") and the Community Development Block Grant Entitlement Program Regulations, as amended, 24 CFR Part 570 et seq. (the"CDBG Regulations") with CDBG funds. Obligations Note Date: March L, 2017 Original Principal Amount: $300,000.00 Borrower: The Presbyterian Night Shelter of Tarrant County, Inc. Lender: City of Fort Worth Terms of Payment: As provided in the Note Maturity Date: As described therein and in the Contract (as defined below) In addition, Obligations shall include compliance by Grantor with the requirements of the CDBG Program more particularly described in Section F. below. Property(including any improvements): Portion of Lot 1R1, Block 1, TEXAS AND PACIFIC RAILWAY COMPANY ADDITION, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in Cabinet A, Slide 5515, Plat Records, Tarrant County,Texas, commonly known as 2401 Cypress Street, Fort Worth TX 76102. Together with the following personal property: 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; DEED OF TRUST—CDBG FUNDS Page 2 The Presbyterian Night Shelter of Tarrant County,Inc. Lowdon-Schutts Building Rehabilitation Rev.03.07.17 All contracts and subcontracts relating to the construction of improvements on the Property; 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 the Property described, 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: None Other Exceptions to Conveyance and Warranty: Validly existing easements, rights of way, and prescriptive rights, whether of record or not; all presently recorded and validly existing restrictions, reservations, covenants, conditions, oil and gas leases, mineral interests, and water interest outstanding in persons other than Grantor, and other instruments, other than conveyances of the surface fee estate, that affect the Property; validly existing rights of adjoining owners in any walls and fences situated on a common boundary; any discrepancies, conflicts or shortages in area or boundary lines; any encroachments or overlapping of improvements. For value received and to secure performance of the Obligations, Grantor conveys the Property to Trustec 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 if required and performance of the requirements of the CDBG 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- t. keep the Property in good condition and repair; DEED OF TRUST—CDBG FUNDS Page 3 The Presbyterian Night Shelter of Tarrant County,Inc. Lowdon-Schutts Building Rehabilitation Rev.03.07.17 2. pay all taxes and assessments on the Property before delinquency, and not authorize a taxing entity to transfer its tax lien on the Property to anyone other than Lender; 3. defend title to the Property subject to the Other Exceptions to Conveyance and Warranty and preserve the lien's priority as it is established in this Deed of Trust; 4. obey all laws, ordinances, and restrictive covenants applicable to the Property; 5. maintain all insurance coverages with respect to the Property, revenues generated by the Property, and operations on the Property that Lender reasonably requires ("Required Insurance Coverages"), issued by insurers and written on policy forms acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a form acceptable to Lender at least 10 days before the expiration of the Required Insurance Coverages. 6. keep any buildings occupied as required by the Required Insurance Coverages; 7. obey all laws, ordinances, and restrictive covenants applicable to the Property; 8. 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 9. notify Lender in writing of any change of address. Grantor agrees not to- t. do or 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. 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 may, at Lender's discretion, be applied first to DEED OF TRUST—CDBG FUNDS Page 4 The Presbyterian Night Shelter of Tarrant County,Inc. Lowdon-Schutts Building Rehabilitation Rev.03.07.17 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 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 any earned interest on the Obligations immediately due; b. exercise Lender's rights with respect to rent under the Texas Property Code as then in effect; c. 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 d. purchase the Property at any foreclosure sale by offering the highest bid and then have the bid credited on the Obligations. 6. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien, Trustee will- 1. either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then in effect; 2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other Exceptions to Conveyance and Warranty and without representation or warranty, express or implied,by Trustee; 3. from the proceeds of the sale,pay,in this order- DEED OF TRUST—CDBG FUNDS Page 5 The Presbyterian Night Shelter of Tarrant County,Inc. Lowdon-Schutts Building Rehabilitation Rev.03.07.17 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; 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 Trustcc in defense of any action or proceeding taken against Trustee in that capacity. D. General Provisions 1. If any of the Property is sold under this Deed of Trust, Grantor must immediately surrender possession to the purchaser. If Grantor fails to do so, 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, unless a subordination agreement is executed by the Lender. 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. 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. DEED OF TRUST—CDBG FUNDS Page 6 The Presbyterian Night Shelter of Tarrant County,Inc. Lowdon-Schutts Building Rehabilitation Rev.03.07.17 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 therefore,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 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. Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts from the Property. 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 as required by the Texas Property Code as then in effect. 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 permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides any conflicting provisions in this and all other instruments concerning the debt. DEED OF TRUST—CDBG FUNDS Page 7 The Presbyterian Night Shelter of Tarrant County,Inc. Lowdon-Schutts Building Rehabilitation Rev.03.07.17 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 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 during regular business hours upon at least 48 hours prior notice 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 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. DEED OF TRUST—CDBG FUNDS Page 8 The Presbyterian Night Shelter of Tarrant County,Inc. Lowdon-Schutts Building Rehabilitation Rev. 03.07.17 Grantor may not cause or 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. Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate Instrument") covering the Property that is subordinate to the Iiens created by this Deed of Trust without the prior written consent of Lender. If granted, consent 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; 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. 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 DEED OF TRUST—CDBG FUNDS Page 9 The Presbyterian Night Shelter of Tarrant County,Inc. Lowdon-Schutts Building Rehabilitation Rev. 03.07.17 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 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. 17. Grantor agrees not to grant any future lien or security interest in the Property or to permit any future junior encumbrance to be recorded or any existing or future claim to otherwise become an encumbrance against the Property. 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. Except as may be specifically stated in this Deed of Trust or the Note, 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. 21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust is placed in the hands of an attorney 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. The term Lender includes any mortgage servicer for Lender. DEED OF TRUST—CDBG FUNDS Page 10 The Presbyterian Night Shelter of Tarrant County,Inc. Lowdon-Schutts Building Rehabilitation Rev. 03.07.17 24. The debt and the performance secured by this Deed of Trust is a nonrecourse obligation of Borrower. Neither Borrower 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 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 or rehabilitation of improvements on land. 2. Grantor agrees to comply with the terms, covenants and conditions of City Secretary Contract No. 48743 between Grantor and Lender (the "Contract") which requires the Note and this Deed of Trust. All advances made by Lender under the 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 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 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 Contract between Grantor and Lender and has been executed and delivered in accordance with its terms. The funds advanced by Lender are CDBG funds and the Contract DEED OF TRUST—CDBG FUNDS Page 11 The Presbyterian Night Shelter of Tarrant County,Inc. Lowdon-Schutts Building Rehabilitation Rev. 03.07.17 requires that the Lowdon-Schutts Building located on the Property rehabilitated in part with CDBG funds must meet the National Objective of benefiting Income Eligible Clients for the 5 year Performance Period, all as more particularly described in the Contract, in accordance with the CDBG Program and the CDBG Regulations. Borrower shall fulfill the following CDBG Requirements as more particularly described in the Contract: 1. Rehabilitate the Lowdon-Schutts Building to provide a shelter for single homeless women 2. During,the Performance Period, a. operate the Lowdon-Schutts Building as a shelter for single homeless women; b. maintain a cumulative list of all Unduplicated Clients provided services by Borrower in the Lowdon-Schutts Building; c. certify that all clients served by Borrower in the Lowdon-Schutts Building are Income Eligible Clients; d. comply with all applicable provisions of the CDBG Regulations; and e. meet the National Objective. The Loan and any sums due under the Note or this Deed of Trust will be in default and may be declared immediately payable if the community facility located on the Property does not serve Income Eligible Clients and meet the National Objective, and comply with the CDBG Requirements for the 5 year Performance Period, all as more particularly described in the Contract. In the event of such default,Lender may invoke any remedies provided herein or in the Contract. This Deed of Trust has also been executed and delivered pursuant to the terms of the Contract. Grantor agrees to perform each and every obligation set forth in the Contract and will not permit a default to occur thereunder. Any default in the performance of Grantor's obligations under the terms of the Contract, the CDBG Program or CDBG Regulations shall be deemed a default in the terms of the Note and Lender may invoke any remedies provided herein. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DEED OF TRUST—CDBG FUNDS Page 12 The Presbyterian Night Shelter of Tarrant County,Inc. Lowdon-Schutts Building Rehabilitation Rev. 03.07.17 THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. THE PRESBYTERIAN NIGHT SHELTER OF TARRANT COUNTY, INC. By: 11_0y Cywen, Chief Executive Officer STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on l 0 , 2017 by Toby Owen, the Chief Executive Officer of The Presbyterian Night Shelter of Tarrant County, Inc., a Texas nonprofit corporation, on be o coy otary P ic, S to of Texas CARRIE M. TAYLOR 4S „ Notary Public,State of Texas rt Comm,Expires 12-10-2018 Notary ID 13004947.3 AFTER RECORDING RETURN TO: City of Fort Worth City Attorney's Office Attention: Vicki S. Ganske 200 Texas Street Fort Worth, Texas 76102 DEED OF TRUST—CDBG FUNDS Page 13 The Presbyterian Night Shelter of Tarrant County,Inc. Lowdon-Schutts Building Rehabilitation Rev. 03.07.17 Eixchange: Authorized Users Only Page 1 of 1 Document Receipt Information Reference Number: DOT Lowdon-Schutts Bldg - Deed Of Trust Print Receipt Close Instrument Number: D217055704 No of Pages: 13 Recorded Date: 3/13/2017 3:22:17 PM County: Tarrant Volume: Page: Recording Fee: $64.00 httn..,-//www.erxch an ve.crnn/I JINiewReceiut.asnx?DocwnentId=11574009 3/14/2017