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Home My WebLink AboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2015-06r wr■ wow www Pwl lwlM �� I • r • • • • ' • DATE: May 7, 2018 TO: Mary J. Kayser, City Secretary FROM: Vicki S. Ganske, Senior Assistant City Attorney Resolution No. FWHFC-2015-06 Project: 904 E. Weatherford CC: Neighborhood Services Department Sarah Burkett, Administrative Assistant Alice Cruz and Jennifer White, Project Coordinator Attached for inclusion in your records are the following loan documents related to City Resolution No. FWHFC-2015-06 (Related to CSC No. 47953, Lender:CFW) Promissory Note (Original/Copy) 2. Deed of Trust filed in TCRPR* (Original/Copy) 3. Settlement Statement (Original/Copy/Certified Copy) 4. Survey (Original/Copy) F Lender ender Tile P010GY (Original/Gepy) 7 Guarantee (Orininal/Copyl 8. Other: ff !! Owner's Title Policy (FWHFC) (Original/Copy) Special Warrant Deed (Original/Copy) Resolution FWHFC-2015-06 (Original/Copy) All original documents must be returned to Neighborhood Services Department. Please contact Sarah Burkett at extension 7538 or at Sarah.Burkett@fortworthtexas.gov. Fort Worth Housing Finance Corporation 200 Texas Street, Fort Worth, TX 76102 - 817-392-733 7 HFCPro ert ana einent @fort ort texas. ov RESOLUTION NO. FWHFC-2015-06 FORT WORTH HOUSING FINANCE CORPORATION A RESOLUTION APPROVING A CONTRACT WITH THE CITY OF FORT WORTH FOR $2,200,000 IN COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS FOR MIXED INCOME RENTAL HOUSING DEVELOPMENT, AUTHORIZING THE ACQUISITION OF LAND LOCATED AT 904 E. WEATHERFORD STREET FROM THE FORT WORTH TRANSPORTATION AUTHORITY FOR THE DEVELOPMENT AND APPROVING ALL RELATED ACTIONS REQUIRED FOR MULTIFAMILY HOUSING DEVELOPMENT WHEREAS, the City Council of the City of Fort Worth ("City") has adopted development and revitalization of the City's affordable housing stock as a strategic goal and City citizens and the City Council have determined that quality, accessible, affordable housing is needed for moderate, low and very low income City citizens; WHEREAS, the City Council established the Fort Worth Housing Finance Corporation (the "Corporation") in 1979 pursuant to Chapter 394, Texas Local Government Code, to facilitate housing initiatives in the City, including but not limited to issuing tax exempt bonds, developing .and promoting housing, and assisting low to moderate income City citizens in acquiring quality, accessible, affordable housing through lending and construction activities; WHEREAS, the City receives grant funds from the United States Department of Housing and Urban Development ("HUD") through the Community Development Block Grant ("CDBG") Program, with which the City promotes activities that benefit low and moderate income City citizens; WHEREAS, the City desires to enter into a contract with the Corporation for the use of $2,200,000.00 of the City's CDBG funds in the form of a forgivable loan to acquire a 2.623 acre tract of land, more or less, commonly known as 904 E Weatherford Street, Fort Worth, Texas 76102 in downtown Fort Worth (the "Land") from the Fort Worth Transportation Authority for the construction of a mixed income multifamily rental development including affordable units, permanent supportive housing units and market rate units; WHEREAS, the Corporation is currently in negotiations with the Fort Worth Housing Authority to participate in the development of the approximately 120-unit apartment complex to be located on the east side of downtown, on property which was formerly used as a park and ride site to transport travelers to the Dallas -Fort Worth International Airport; and RESOLUTION NO. FWHFC-2015-06 PAGE WHEREAS, the Board desires to approve and accept a contract with the City for the use of $2,200,000 of City CDBG funds. in the form of a subordinate forgivable loan for the for the proposed development, approve the purchase of the Land from the Fort Worth Transportation Authority for the development, and approve all related actions necessary for mixed income multifamily housing development. NOW THEREFORE, BE RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION: 1. THAT the Board approves the execution and delivery of a contract ("CDBG Contract") by and between the City and the Corporation for $2, 200,000.00 of the City's CDBG funds in order to provide funding for a mixed income multifamily development and for the Corporation to undertake all activities necessary to fulfill the terms of the CDBG Contract and the requirements of the CDBG Regulations. 2. THAT the Board approves the purchase of a 2.623 acre tract of land, more or less, _commonly known as 904 E Weatherford Street, Fort Worth, Texas 76102 (the "Land") from the Fort Worth Transportation Authority for its fair market value as set by an appraisal, along with the payment of up to $58,000.00 in closing costs or other CDBG-eligible costs for the development. 3. THAT the Board approves the execution and delivery of the Purchase and Sale Agreement for the acquisition of the Land, the acceptance of the deed to the Corporation for the Land, and the execution and delivery of the closing statement and any other related documents necessary to complete the purchase of the Land. 4. THAT Jesus J. Chapa, General Manager of the Corporation, or Cynthia Garcia, Assistant General Manager of the Corporation, or their duly elected or appointed successors, are each authorized to execute and deliver the CDBG Contract for and on behalf of the Corporation along with any related documents necessary to implement the CDBG Contract, and each may extend, modify and amend the CDBG Contract, provided any such extensions, modifications and amendments are in compliance with City Ordinances, requirements for use of CDBG funds and the goals and purposes of the Corporation as amended from time to time. 5. THAT Jesus J. Chapa, General Manager of the Corporation, or Cynthia Garcia, Assistant General Manager of the Corporation, or their duly elected or appointed successors, are each authorized to execute and deliver the Purchase and Sale Agreement for the Land, accept the deed to the Corporation for the Land, and execute and deliver the closing statement for and on behalf of the Corporation along with any related documents necessary to complete the purchase the Land. RESOLUTION NO. FWHFC-2015-06 PAGE 6. THAT to the extent any of the actions to acquire or develop the Land as authorized by these Resolutions have already been taken by the Corporation, Jesus J. Chapa or Cynthia Garcia, or their duly elected or appointed successors, the Board hereby ratifies and confirms such actions as the valid actions of the Corporation effective as of the date such action was taken. 7. THAT this Resolution takes effect on the date of its adoption. AND IT IS SO RESOLVED. Adopted March 3, 2015. FORT WO HI ROUSING F ANCE CORPORATION By. Salvador Espino, President PROMISSORY NOTE Date: July 18, 2016 Borrower: Fort Worth Housing Finance Corporation, a Texas housing finance corporation Borrower's Mailing Address: C/O Assistant General Manager of Fort Worth Housing Finance Corporation 1000 Throckmorton St. Fort Worth, Tarrant County, TX 76102 Lender: City of Fort Worth, Texas, a Texas municipal corporation Place for Payment: City of Fort Worth Neighborhood Services Department 1000 Throckmorton St. Fort Worth, Tarrant County, TX 76102 or at any other place that Lender may designate in writing Principal Amount: $2,200,000.00 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. 47953 between Borrower and Lender for the CDBG funds (the "Contract"). Annual Interest Rate on Matured, Unpaid Amounts: 6% 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 PROMISSORY NOTE — CDBG FUNDS Page 1 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07,18.16 "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 used for acquisition and closings costs and the Contract requires that the Required Improvements located on the Property must meet the CDBG Requirements, the City Requirements, and the National Objective for the 20 year Performance Period as more particularly defined in the Contract. Borrower shall fulfill the following CDBG Requirements as more particularly defined in the Contract: 1. Build the Required Improvements on the Property. 2. Manage and operate the project to ensure at least 51% of the units are leased to CDBG Eligible Households during the Performance Period. 3. Collect Tenant Documentation in compliance with the Contract and the CDBG Regulations during the Performance Period. 4. Comply with all applicable provisions of the CDBG Regulations. Borrower shall fulfill the following City Requirements as more particularly defined in the Contract: 1. Manage and operate the project to ensure 15 PSH Units are maintained in compliance with the Contract during the Performance Period. 2. Manage and operate the project to ensure at least 55% of the units are leased to CDBG Eligible Households during the Performance Period. 3. Manage and operate the project to ensure that at least 16 of the units are Accessible Units during the Performance Period. 4. Operate the project continuously during the Performance Period. 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 Required Improvements located on the Property do not meet the National Objective and fulfill the CDBG Requirements and the City Requirements for the 20 year Performance Period, all as more particularly defined 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 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 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: Lot 1R, Block 30, Original Town of Fort Worth, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas, Save and Except that portion described in Special Warranty Deed from Fort Worth Transportation Authority to BNSF Railway Company, dated July 3, 2012 and recorded under instrument No. D212160570, Deed Records, Tarrant County, Texas, and the remaining portion of said Lot 1R being more particularly described by metes and bounds on Exhibit "A," attached hereto for all purposes, commonly known as 904 E. Weatherford, Fort Worth, Texas 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 PROMISSORY NOTE — CDBG FUNDS Page 3 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 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 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 indebtedness evidenced by this Note is and shall be subordinate only as approved by Lender through the execution of a Subordination Agreement. Subject to any cure periods provided in the documents evidencing the Senior Indebtedness, if there is a default in payment of any part of principal or interest of any part of the Senior Indebtedness or a breach of any covenants contained in any instruments securing it, 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 promissory note evidencing the Senior Indebtedness or in any instruments securing same, 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. 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. Capitalized terms not defined herein shall have meanings assigned to them in the Contract. This Note will be construed under the laws of the state of Texas without regard to choice -of -law rules of any jurisdiction. PROMISSORY NOTE — CDBG FUNDS Page 4 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 This Note 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 shall be the exercise of its rights against the Security for Payment. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] PROMISSORY NOTE — CDBG FUNDS Page 5 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 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. FORT WORTH HOUSING FINANCE CORPORATION > al Manager PROMISSORY NOTE — CDBG FUNDS Page 6 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 EXHIBIT "A" Legal Description BEGINNING at a found 5/8 inch iron rod for the most southerly southwest corner of the herein described tract of land, same being in the southeast boundary line of said Lot 1R, the northwest right-of-way line E. First Street (having a 60 foot wide right-of-way being North 60 degrees 00 degrees 00 seconds East, a distance of 83.28 feet from the southwest corner of said Lot 1R and being the most easterly or southeast corner of the save and except Portion of said Lot 1R recorded under Instrument No. D212160570; THENCE North 29 degrees 35 minutes 54 seconds West, deporting said E. First Street, over and across said Lot 1R and in the easterly boundary line of said save and except portion, a distance of 43.87 feet to a set 5/8 inch capped iron rod marked PROLINE for corner; THENCE South 79 degrees 36 minutes 37 seconds West, continuing over and across said Lot 1R and in the northerly boundary line of said save and except portion of Lot 1R, a distance of 82.80 feet to a set 5/8 inch capped iron rod marked PROLINE for corner, same being the northwest corner of said save and expect portion, in the west boundary line of said Lot 1R and in the east right-of-way of the Burlington Northern 8F Railway; THENCE North 09 degrees 23 minutes 00 seconds West, in the west boundary line of said Lot 1R and in the east right-of-way of said Burlington Northern 8F Railway, a distance of 165.33 feet to a 5/8 inch capped iron rod marked PROLINE for corner, same being the northwest corner of said Lot 1R and the intersection of the east right-of-way of said Burlington Northern 8F Railway with the southeast right-of-way line of E. Weatherford Street (having an 80 foot wide right-of-way); THENCE North 59 degrees 53 minutes 56 seconds East, in the northwest boundary line a said Lot 1R and in the southeast right-of-way line of said E. Weatherford Street, a distance of 381.49 feet to a set "X" out in an existing concrete drive approach for corner; THENCE North 29 degrees 34 minutes 54 seconds West, continuing in the northwest boundary line of said Lot 1R and in the southeast right-of-way line said E. Weatherford Street, a distance of 12.51 feet to a set "X" cut in an existing concrete drive approach for corner; THENCE North 60 degrees 43 minutes 06 seconds East, continuing in the northwest boundary line of said Lot 1R and in the southeast right-of-way line of said E. Weatherford Street, a distance of 80.00 feet to a set 5/8 inch capped iron rod marked PROLINE for corner, same being the beginning of a curve to the right with a radius of 20.00 feet a chord bearing of South 74 degrees 15 minutes 48 seconds East and a chord distance of 28.44 feet; THENCE in an Easterly direction in said curve to the right and at the Intersection of the southeast right-of-way line of said E. Weatherford Street with the southwest right-of-way line of N. Harding Street (having a 60 feet wide right-of-way), an are distance of 31.64 feet to a found PROMISSORY NOTE — CDBG FUNDS Page 7 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 3/4 inch iron rod for corner, same being the end of said curve to the right and in the northeast boundary line of said Lot I and in the southwest right-of-way line of said N. Harding Street; THENCE South 29 degrees 34 minutes 54 seconds East, in the northeast boundary line of said Lot 1R and in the southwest right-of-way of said N. Harding Street, distance of 191.84 feet to a set 5/8 inch capped iron rod for corner, same being the beginning of a curve to the right with a radius of 20.00 feet, a chord bearing of South 15 degrees 22 minutes 41 seconds that and a chord distance of 28.30 feet; THENCE in a Southerly direction in said curve to the right and the intersection of the southwest right-of-way line of said N. Harding Street with the aforementioned northwest right-of-way of E. First Street, an are distance of 31.44 feet to a set 5/8 inch capped iron rod for corner, same being the end of said curve to the right and in the southeast boundary line of said Lot 1R and in the northeast right-of-way line said E. First Street; THENCE South 60 degrees 00 Minutes 00 Seconds West (direction control line), in the southeast boundary line said Lot I and in the northwest right-of-way line of said E. First Street, a distance of 459.25 feet to the POINT OF BEGINNING and containing 2.619 acres (114,094 square feet) of land, more or less. PROMISSORY NOTE — CDBG FUNDS Page 8 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 Page 1 of 17 D216162217 7120I2016 9:58 AM PGS 17 Fee: $80.00 Submitter: XEROX COMMERCIAL SOLUTIONS Electronically Recorded by Tarrant County Clerk in Official Public Records Mary Louise Garcia NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIDE 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 ALAMO TITLE COMPANY Terms G L st Date: July 18, 2016 Grantor: Fort Worth Mousing Finance Corporation, a Texas housing finance corporation Grantor's Mailing Address: C/O Assistant General Manager of Fort Worth Housing Finance Corporation 1000 Throckrnorton St. Fort Worth, Tatrant County, TX 76102 Trustee: Vicki S. Ganske or Leann D. Guzman Trustee's Mailing Address: City Attorney's Office City of Fort Worth 1000 Throckniorton St. Fort Worth, TX 7610.2 Tarrant County Lender: City of Fort Worth, a Texas municipal corporation Lender's Mailing Address: City of'Fort Worth Neighborhood Services Department Attention: Assistant Director 1000 Throckmorton Street Fort Worth, Texas 76102 Tarrant County DEL, D OF TRUST— CDBG FUNDS Page r lroit Worth Housing finance Corporation Mixed Income Multifamily Development— 904 E Weatherford Street Rev. 07.18.16 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: July 18, 2016 Grantor: Fort Worth Housing Finance Corporation, a Texas housing finance corporation Grantor's Mailing Address: C/O Assistant General Manager of Fort Worth Housing Finance Corporation 1000 Throckmorton St. Fort Worth, Tarrant County, TX 76102 Trustee: Vicki S. Ganske or Leann D. Guzman Trustee's Mailing Address: City Attorney's Office 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 Attention: Assistant Director 1000 Throckmorton Street Fort Worth, Texas 76102 Tarrant County DEED OF TRUST — CDBG FUNDS Page 1 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 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: July 18, 2016 Original Principal Amount: $2,200,000.00 Borrower: Fort Worth Housing Finance Corporation, a Texas housing finance corporation 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): Lot 1R, Block 30, Original Town of Fort Worth, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas, Save and Except that portion described in Special Warranty Deed from Fort Worth Transportation Authority to BNSF Railway Company, dated July 3, 2012 and recorded under instrument No. D212160570, Deed Records, Tarrant County, Texas, and the remaining portion of said Lot 1R being more particularly described by metes and bounds on Exhibit "A," attached hereto for all purposes, commonly known as 904 E. Weatherford, Fort Worth, Texas 76102 (the "Property"). 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; All contracts and subcontracts relating to the construction of improvements on the Property; DEED OF TRUST — CDBG FUNDS Page 2 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 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 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: The Permitted Exceptions set forth on Exhibit "B" attached hereto and incorporated herein for all purposes, to the extent that they relate to the Property. 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 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- 1. keep the Property in good condition and repair; 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; DEED OF TRUST — CDBG FUNDS Page 3 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 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- 1. 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 services 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 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 DEED OF TRUST — CDBG FUNDS Page 4 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 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 - I. 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; DEED OF TRUST — CDBG FUNDS Page 5 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 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. 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. 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 DEED OF TRUST — CDBG FUNDS Page 6 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 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. 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. DEED OF TRUST — CDBG FUNDS Page 7 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 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. 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. DEED OF TRUST — CDBG FUNDS Page 8 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 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 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 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 DEED OF TRUST — CDBG FUNDS Page 9 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 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. 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 DEED OF TRUST — CDBG FUNDS Page 10 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 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. 47953 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 used for acquisition and closing costs and the Contract requires that the Required Improvements located on the Property must meet the CDBG Requirements, the City Requirements, and the National Objective for the 20 year Performance Period, all as more particularly defined in the Contract, in accordance with the CDBG Program and the CDBG Regulations. Borrower shall fulfill the following CDBG Requirements as more particularly defined in the Contract: 1. Build the Required Improvements on the Property. DEED OF TRUST — CDBG FUNDS Page 11 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 2. Manage and operate the project to ensure at least 51% of the units are leased to CDBG Eligible Households during the Performance Period. 3. Collect Tenant Documentation in compliance with the Contract and the CDBG Regulations during the Performance Period. 4. Comply with all applicable provisions of the CDBG Regulations. Borrower shall fulfill the following City Requirements as more particularly defined in the Contract: 1. Manage and operate the project to ensure 15 PSH Units are maintained in compliance with the Contract during the Performance Period. 2. Manage and operate the project to ensure at least 55% of the units are leased to CDBG Eligible Households during the Performance Period. 3. Manage and operate the project to ensure that at least 16 of the units are Accessible Units during the Performance Period. 4. Operate the project continuously during the Performance Period. 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 Required Improvements located on the Property does not serve Income Eligible Clients and meet the National Objective, and comply with the CDBG Requirements and the City Requirements for the 20 year Performance Period, all as more particularly defined 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 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 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. FORT WORTH HOUSING FINANCE CORPORATION By: Z�? �C, 4�= - ubre Assistant General Manager j% STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on ,�A) `o 19 , 2016 by Aubrey Thagard, the Assistant General Manager of the tort Worth Housing Finance Corporation, a Texas housing fmance corporation, on behalf of said corporation. Notary Public, State of Texas SARAH BURKETT '* �= My Notary ID # 130491984 Expires January 11, 2020 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 — CDBG FUNDS Page 13 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 EXHIBIT "A" Legal Description BEGINNING at a found 5/8 inch iron rod for the most southerly southwest corner of the herein described tract of land, same being in the southeast boundary line of said Lot 1R, the northwest right-of-way line E. First Street (having a 60 foot wide right-of-way being North 60 degrees 00 degrees 00 seconds East, a distance of 83.28 feet from the southwest corner of said Lot 1R and being the most easterly or southeast corner of the save and except Portion of said Lot 1 R recorded under Instrument No. D212160570; THENCE North 29 degrees 35 minutes 54 seconds West, deporting said E. First Street, over and across said Lot 1R and in the easterly boundary line of said save and except portion, a distance of 43.87 feet to a set 5/8 inch capped iron rod marked PROLINE for corner; THENCE South 79 degrees 36 minutes 37 seconds West, continuing over and across said Lot 1R and in the northerly boundary line of said save and except portion of Lot 1R, a distance of 82.80 feet to a set 5/8 inch capped iron rod marked PROLINE for corner, same being the northwest corner of said save and expect portion, in the west boundary line of said Lot 1R and in the east right-of-way of the Burlington Northern 8F Railway; THENCE North 09 degrees 23 minutes 00 seconds West, in the west boundary line of said Lot 1R and in the east right-of-way of said Burlington Northern 8F Railway, a distance of 165.33 feet to a 5/8 inch capped iron rod marked PROLINE for corner, same being the northwest corner of said Lot 1R and the intersection of the east right-of-way of said Burlington Northern 8F Railway with the southeast right-of-way line of E. Weatherford Street (having an 80 foot wide right-of-way); THENCE North 59 degrees 53 minutes 56 seconds East, in the northwest boundary line a said Lot 1R and in the southeast right-of-way line of said E. Weatherford Street, a distance of 3 81.49 feet to a set "X" out in an existing concrete drive approach for corner; THENCE North 29 degrees 34 minutes 54 seconds West, continuing in the northwest boundary line of said Lot 1R and in the southeast right-of-way line said E. Weatherford Street, a distance of 12.51 feet to a set "X" cut in an existing concrete drive approach for corner; THENCE North 60 degrees 43 minutes 06 seconds East, continuing in the northwest boundary line of said Lot 1R and in the southeast right-of-way line of said E. Weatherford Street, a distance of 80.00 feet to a set 5/8 inch capped iron rod marked PROLINE for corner, same being the beginning of a curve to the right with a radius of 20.00 feet a chord bearing of South 74 degrees 15 minutes 48 seconds East and a chord distance of 28.44 feet; THENCE in an Easterly direction in said curve to the right and at the Intersection of the southeast right-of-way line of said E. Weatherford Street with the southwest right-of-way DEED OF TRUST — CDBG FUNDS Page 14 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 line of N. Harding Street (having a 60 feet wide right-of-way), an are distance of 31.64 feet to a found 3/4 inch iron rod for corner, same being the end of said curve to the right and in the northeast boundary line of said Lot 1R and in the southwest right-of-way line of said N. Harding Street; THENCE South 29 degrees 34 minutes 54 seconds East, in the northeast boundary line of said Lot 1R and in the southwest right-of-way of said N. Harding Street, distance of 191.84 feet to a set 5/8 inch capped iron rod for corner, same being the beginning of a curve to the right with a radius of 20.00 feet, a chord bearing of South 15 degrees 22 minutes 41 seconds that and a chord distance of 28.30 feet; THENCE in a Southerly direction in said curve to the right and the intersection of the southwest right-of-way line of said N. Harding Street with the aforementioned northwest right-of-way of E. First Street, an arc distance of 31.44 feet to a set 5/8 inch capped iron rod for corner, same being the end of said curve to the right and in the southeast boundary line of said Lot 1R and in the northeast right-of-way line said E. First Street; THENCE South 60 degrees 00 Minutes 00 Seconds West (direction control line), in the southeast boundary line said Lot 1R and in the northwest right-of-way line of said E. First Street, a distance of 459.25 feet to the POINT OF BEGINNING and containing 2.619 acres (114,094 square feet) of land, more or less. DEED OF TRUST — CDBG FUNDS Page 15 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 EXHIBIT 661199 PERMITTEID ENCUMBRANCES 1. Restrictive Covenants as recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas, but omitting any covenant or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law. 2. Rights of tenants in possession, as tenants only, under any unrecorded leases or rental agreements. 3. The following, all according to the plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas: (a) 10 foot utility and drainage easement; (b) 15 foot sanitary sewer easement; (c) 15 foot drainage easement centered on existing 3x6 storm drain; (d) 7.5 utility easement; (e) public open space easements; (f) floodway easement; and (g) 5 foot utility easement; shown on survey dated April 27, 2016, prepared by David Rose, Registered Professional Land Surveyor Number 5448. 4. Easement(s) and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: December 16, 1963 Recording No: in Volume 3881, Page 20, Real Property Records, Tarrant County, Texas and as shown on plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas shown on survey dated April 27, 2016, prepared by David Rose, Registered Professional Land Surveyor Number 5448. 5. Easement(s) and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: February 14, 1964 Recording No: in Volume 3900, Page 50, Real Property Records, Tarrant County, Texas and as shown on plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas DEED OF TRUST — CDBG FUNDS Page 16 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Rev. 07.18.16 shown on survey dated April 27, 2016, prepared by David Rose, Registered Professional Land Surveyor Number 5448. 6. Easement(s) and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: August 31, 1994 Recording No: in Volume 11711, Page 472, Real Property Records, Tarrant County, Texas 7. Lease for coal, lignite, oil, gas or other minerals, together with rights incident thereto, dated March 17, 2008, by and between Fort Worth Transportation Authority, as Lessor, and XTO Energy Inc., as Lessee, as evidenced in a memorandum thereof filed March 20, 2008, recorded under Clerk's File No. D208100631, Real Property Records, Tarrant County, Texas. As affected by Amendment and Ratification of Oil and Gas Lease and Memorandum of Oil and Gas Lease filed July 21, 2010, recorded under Clerk's File No. D210176244, Real Property Records, Tarrant County, Texas. Reference to which instrument is here made for particulars. No further search of title has been made as to the interest(s) evidenced by this instrument, and the Company makes no representation as to the ownership or holder of such interest(s). DEED OF TRUST — CDBG FUNDS Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 17 Rev. 07.18.16 Alamo Title Company 2900 South Hulen Street, Suite 30, Ft Worth, TX 76109 Phone: (817)370-7393 1 FAX: (817)370-6131 MASTER STATEMENT Settlement Date; July 14, 2016 Escrow Number: ATD-18-6000181600092 Disbursement Date: July 14.2016 Escrow Officer: Lavonne Keith Borrower: Fort Worth Housing Finance Corporation (100 00000%) 1000 Throckmorton Fort Worth. TX 76102 Seller: Fort Worth Transportation Authority. Regional Transportation Authority (100.00000%) 801 Cherry Street, Ste. 850 Fort Worth, TX 76102.6720 Property: 904 E Weatherford Street Fort Worth, TX 76102 Lot(s): 1R1 Block: 30 Fort Worth Original Town Lender: City of Fort Worth 1000 Throckmorton Fort Worth. TX'76102 SELLER BORROWER S DEBITS $ CREDITS 5 DEBITS $ CREDITS FINANCIAL CONSIDERATION 2.142.000 00 Contract sales price 2,142.000 00 Deposit or earnest money 50,000 00 Fort Worth Housing Finance Corporation 1 ST DRAW = Sales Price + closing costs less 2.103.981 95 Earnest Money Fort Worth Housing Finance Corporation TITLE & ESCROW CHARGES Title services and lender's title insurance 5095 RE: Tax Certificate Alamo'FMB FBO National TaxNet Title services and lenders title insurance 1300 RE: E Recording Fee Alamo Title Company Settlement or closing fee 37500 RE: Escrow Fee Alamo Title Company Owner's title insurance 11.069 00 Alamo The Company State of Texas Policy Guaranty Fee 300 State of Texas Lenders title insurance 364 00 Alamo Title Company State of Texas Policy Guaranty Fee 300 Stale of Texas Document Preparation Fee 9500 Newman & Lawler, P C Policies to be issued: Owners Policy Coverage: $2.142,000 00 Premium: $11,069 0C Version: Owner's Policy of Ttle Insurance (T-1) - 2014 LoanPolicy Coverage: $2.200,000 00 Premium: $364 00 Version: Loan Policy of Title Insurance 1T-2) - 2014 City of Fort Worth as Lender using CDBG Funds RECORDING CHARGES Government recording charges 10400 Alamo Title Company 2.142.000 00 Subtotals 2.154.076 95 2.153,981 95 Balance Due FROM Borrower 95.00 2,142,000.00 Balance Due TO Seller 2.142,000 00 2,142,000 00 TOTALS 2,154,076 95 2,154,076 95 Pago 1 of 2 (600018160(1092l71) July 18. 2016 9:22 AM C Master Statement, Legal - Continued APPROVED and ACCEPTED Borrower and Seller understand the Closing or Escrow Agent has assembled this information representing the transaction from the best information available from other sources and cannot guarantee the accuracy thereof. The Lender involved may be furnished a copy of this Statement. The undersigned hereby authorizes Alamo Title Company to make expenditures and disbursements as shown and approves same for payment. The undersigned also acknowledges receipt of loan funds in the amount shown above and a receipt of a copy of this Statement. I have carefully reviewed the Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the Settlement Statement. SELLER: BORROWER: Fort Worth Transportation Authority, Regional Fort Worth H ng Finance Corpor . n Transportation Authority ""~"' BY: Au r haga` ssistant General Manager Paul J Ballard, PresidenUCEO To the best of my knowledge, the Settlement Statement which I have prepared is a true and accurate account of the funds which were receied and have been or will be disbursed by the undersigned as part of the settlement of this transaction. f � J lamo Title Company Settlement Agent Page 2 of 2 (6000181600092r71) July 18, 2016 9:22 AM C Alamo Title Company 2900 South Hulen Street, Suite 30, Ft Worth, TX 76109 Phone: (817)370-7393 1 FAX: (817)370-6131 MASTER STATEMENT Settlement Date: July 14, 2016 Escrow Number: ATD-18-6000181600092 Disbursement Date: July 14, 2016 Escrow Officer: Lavonne Keith Borrower: Fort Worth Housing Finance Corporation (100.00000%) 1000 Throckmorton Fort Worth, TX 76102 Seller: Fort Worth Transportation Authority, Regional Transportation Authority (100.00000%) 801 Cherry Street, Ste. 850 Fort Worth, TX 76102-6720 Property: 904 E. Weatherford Street Fort Worth, TX 76102 Lot(s): 1 R1 Block: 30 Fort Worth Original Town Lender: City of Fort Worth 1000 Throckmorton Fort Worth, TX 76102 SELLER BORROWER DEBITS $ CREDITS $ DEBITS $ CREDITS FINANCIAL CONSIDERATION 2,142,000.00 Contract sales price 2,142,000.00 Deposit or earnest money 50,000.00 Fort Worth Housing Finance Corporation 1 ST DRAW = Sales Price + closing costs less 2,103,981.95 Earnest Money Fort Worth Housing Finance Corporation TITLE & ESCROW CHARGES Title services and lender's title insurance 50.95 RE: Tax Certificate Alamo Title FBO National TaxNet Title services and lender's title insurance 13.00 RE: E Recording Fee Alamo Title Company Settlement or closing fee 375.00 RE: Escrow Fee Alamo Title Company Owner's title insurance 11,069.00 Alamo Title Company State of Texas Policy Guaranty Fee 3.00 State of Texas Lender's title insurance 364.00 Alamo Title Company State of Texas Policy Guaranty Fee 3.00 State of Texas Document Preparation Fee 95.00 Newman & Lawler, P. C. Policies to be issued: Owners Policy Coverage: $2,142,000.00 Premium: $11,069.00 Version: Owner's Policy of Title Insurance (T-1) - 2014 Loan Policy Coverage: $2,200,000.00 Premium: $364.00 Version: Loan Policy of Title Insurance (T-2) - 2014 RECORDING CHARGES Government recording charges 104.00 Alamo Title Company 2,142,000.00 Subtotals 2,154,076.95 2,153,981.95 Balance Due FROM Borrower 95.00 2,142,000.00 Balance Due TO Seller 2,142,000.00 2,142,000.00 TOTALS 2,154,076.95 2,154,076.95 Page 1 of 2 (6000181600092n l) July 18, 2016 9:22 AM C Master Statement, Legal - Continued APPROVED and ACCEPTED Borrower and Seller understand the Closing or Escrow Agent has assembled this information representing the transaction from the best information available from other sources and cannot guarantee the accuracy thereof. The Lender involved may be furnished a copy of this Statement. The undersigned hereby authorizes Alamo Title Company to make expenditures and disbursements as shown and approves same for payment. The undersigned also acknowledges receipt of loan funds in the amount shown above and a receipt of a copy of this Statement. I have carefully reviewed the Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the Settlement Statement. SELLER: BORROWER: Fort Worth Transportation Authority, Regional Fort Worth Housing Finance Corporation BY• rW ,. ao, rt !� r " u Trs oa 'on Authority BY: " t Aubrey Thagard, Assistant General Manager . aut.J Bal ("a d, President/CEO To the,best of my k 1 wledge, the Settlement Statement which I have prepared is a true and accurate account of the funds which were received and have been or will be disbursed, by the undersigned as part of the settlement of this transaction. Almo Title Company Settlement Agent Page 2 of 2 (6000181600092771) July 18, 2016 9:22 AM C Alamo Title Company 2900 South Hulen Street, Suite 30 Ft Worth, TX 76109 Phone: (817)370-7393 1 FAX: (817)370-6131 Brand Profit Center Order Number Trust Acct. Date Reference Number Alamo Title Company ATD-18 6000181600092-LK 07/18/16 318003493 Trust Acct. Code Bank Name Account Number TXADALC03207 BBVA Compass Bank 6716743207 LedgerlD: 6000181600092 Settlement Date: 07/14/16 Buyer/Borrower: Fort Worth Housing Finance Corporation Seller: Fort Worth Transportation Authority, Regional Transportation Authority Property Address: 904 E. Weatherford Street, Fort Worth, TX 76102 Transaction Date: Closer/Escrow Officer: Original User ID: Last Adjustment User ID Wire Transfer Source: Wire Transfer Destination: 07/18/16 Lavonne Keith FNFGLOBAL\LavonneK FNFGLOBAL\LavonneK Trust Account Code: TXADALC03207 Trust Account Bank Name: BBVA Compass Bank Trust Account Number: 6716743207 Bank Name: JP Morgan Chase Bank ABA Routing Number: 021000021 Credit Account Name: Fort Worth Transportation Authority Credit Account Number: 1180182980 Special Instructions: Proceeds from sale of 904 E. Weatherford to City of Fort Worth Further Credit: Memo: Closing Proceeds Extended Memo: PLEA CASH TO SELLER 603 WITH ATTACH A COPY ( ) 2,14 i'O R DISBURSEMENT SUMMARY T T. CAR""MIRE. ce REQUEST 1= AUTHORIZED �'UTHORIZED r° ED SIGNATURE /� SIGNATURE Posted by: Lavonne Keith AUTHORIZED SIGNATURE Proceeds Disbursement Over $1 Million Verified Operational Accounting Use Only Wire Release Verification Bank Contact: Time: Time: Account No.: Date: Date: Test Code: Name of Authorized Person: Sequence/Reference: Wire Verifier Signature: Releaser Signature: File Copy Outgoing Wire Request Printed on 07/18/16 at 4:56 pm CST SSCORP5002 Page 1 of 1 TX-ATD-18-FAFT-561018-6000181600092 'Yaq.•,iw eei x 7AdMk �.+�dtlMRwN RWI6 9 G W d'vFU +pn UhWtl WI N A ( i Y.' 0 0 �wa�a ��"��,��.�m®•,Bn..�x�.�.mP..�nww�.a��l.��nna.mn�m�..w„�Aa�..�.�.«.�w�»m��, m, a wawa aw�..+�. nww m vn ra.+w �� ww.� w w®•�,. • w. W. �axarww��m�n�o`n,.��aAa=�m�awwa>� wa•.�a�nwwa.�amve.wwmuaroamyw x ��a,wbL9w�"�ow�a:°�ae�se`�n`ere�wm.�o��w.�*�x�.a�..asp».��wwmm�nanwm.�.arow.®mu•�nca�mi,owwyare�wasw.�v�mmnas m;;.�. ,n.,. 3x� a a ,.-k ... ,. �a oym x b aws uman�rt ! a w . n a ` ° h, r.5 ` t Policv OWNER'S POLICY OF TITLE INSURANCE (T-1 Issued By: Policy Number: Alamo Title Insurance 6000181600092-0 i" Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, ALAMO TITLE INSURANCE, a Texas corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from: (a) A defect in the Title caused by: (i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired or otherwise invalid power of attorney; (vi) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. (d) Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or materials having its inception on or before Date of Policy. 3. Lack of good and indefeasible Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to: (a) the occupancy, use or enjoyment of the Land; (b) the character, dimensions or location of any improvement erected on the Land; (c) subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. FORM T-1: Owner's Policy of Title Insurance (01/03114) TX ---- SPS-3339843-1-16-6000181600092 ALAMO TITLE INSURANCE (continued) POLICY NO.: 6000181600092-0 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective: (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency or similar creditors' rights laws by reason of the failure of its recording in the Public Records: (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. Joseph Love Alamo Title Insurance By: President Attest: Secretary FORM T-1: Owner's Policy of Title Insurance (01/03/14) TX ---- SPS-3339843-1-16-6000181600092 ALAMO TITLE INSURANCE (continued) EXCLUSIONS FROM COVERAGE POLICY NO.: 6000181600092-0 The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to: (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions or location of any improvement erected on the Land; (iii) subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is: (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. 6. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of Unmarketable Title, FORM T-1: Owner's Policy of Title Insurance (01/03/14) TX ---- SPS-3339843-1-16-6000181600092 ALAMO TITLE INSURANCE POLICY NO.: 6000181600092-0 OWNER'S POLICY OF TITLE INSURANCE (T-1) SCHEDULE A Name and Address of Title Insurance Company: Alamo Title Insurance P.O. Box 45023 Jacksonville, FL 32232-5023 GF No.: ATD-18-6000181600092 Policy No.: 6000181600092-0 Address for Reference only: 904 E. Weatherford Street, Fort Worth, TX 76102 Amount of Insurance: $2,142,000.00 Premium: $11,069.00 Date of Policy: July 20, 2016 at 09:58 AM 1. Name of Insured: Fort Worth Housing Finance Corporation, a Texas Housing Finance Corporation 2. The estate or interest in the Land that is insured by this policy is: Fee Simple 3. Title is insured as vested in: Fort Worth Housing Finance Corporation, a Texas Housing Finance Corporation 4. The land referred to in this policy is described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF END OF SCHEDULE A FORM T-1: Owner's Policy of Title Insurance (01/03/14) TX ---- SPS-3339843-1-16-6000181600092 EXHIBIT "All Lot IR, Block 30, Original Town of Fork Worth, tan addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof'recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas, Save and Except that portion described in Special Warranty Deed from Fort Worth Transportation Authority to BNSF Railway Company, dated July 3, 2012 and recorded under instrument No. D212160570, Deed Records, Tarrant County, Texas, and the remaining portion of said Lot 1R being more particularly described by metes and bounds as follows: BEGINNING at a found 5/8 inch iron rod for the most southerly southwest corner of the herein described tract of land, sarne being in the southeast boundary line of said Lot IR, the northwest right-of-way line E. First Street (having a 60 foot wide right-of-way being North 60 degrees 00 degrees 00 seconds East, a distance of 8.3.28 feet from the southwest corner of said Lot IR and being the most easterly or southeast comer of the save and except Portion of said Lot IR recorded under Instrument No. D212160570; THENCE North 29 degrees .35 minutes 54 seconds West, deporting said E. First Street, over and across said Lot I R and in the easterly boundary line of said save and except portion, a distance of 43.87 feet to a set 5/8 inch capped iron rod marked PROLINE for corner; THENCE South 79 degrees 36 minutes 37 seconds West, continuing over and across said Lot 1R and in the northerly boundary line of said save and except portion of Lot 1 R, a distance of 82.80 feet to a set 5/8 inch capped iron rod marked PROLINE for corner, same being the northwest comer of said save and expect portion, in the west boundary line of said Lot IR and in the east right-of-way of the Burlington Northern 8F Railway; THENCE North 09 degrees 23 minutes 00 seconds West, in the west boundary line of said Lot IR and in the east right-of-way of said Burlington Northern 8F Railway, a distance of 165.33 feet to a 5/8 inch capped iron rod marked PROLINE for comer, sarne being the northwest corner of said Lot IR and the intersection of the east right-of-way of said Burlington Northern 8F Railway with the southeast right-of-way line of E. Weatherford Street (having an 80 foot wide right-of-way); THENCE North 59 degrees 53 minutes 56 seconds East, in the northwest boundary line a said Lot 1R and in the southeast right-of-way line of said E. Weatherford Street, a distance of 381.49 feet to a set "X" out in an existing concrete drive approach for corner; THENCE North .29 degrees 34 minutes 54 seconds West, continuing in the northwest boundary Iine of said Lot I and in the southeast right-of-way line said E. Weatherford Street, a distance of 12.51 feet to a set "X" out in an existing concrete drive approach for corner; THENCE North 60 degrees 43 minutes 06 seconds East, continuing in the northwest boundary line of said Lot IR and in the southeast right-of-way line of said E. Weatherford Street, a distance of 80.00 feet to a set 5/8 inch capped iron rod marked PROLINE for corner, same being the beginning of a curve to the right with a radius of 20.00 feet a chord bearing of South 74 degrees 15 minutes 48 seconds East and a chord distance of 28.44 feet; THENCE in an Easterly direction in said curve to the right and at the Intersection of the southeast right-of-way line of said E. Weatherford Street with the southwest right-of-way line of N. Harding Street (having a 60 feet wide right-of-way), an are distance of 31.64 feet to a found 3/4 inch iron rod for corner, same being the end of said curve to the right and in the northeast boundary line of said Lot I and in the southwest right-of-way line of said N. Harding Street; THENCE South 29 degrees 34 minutes 54 seconds East, in the northeast boundary line of said Lot 1 R and in the southwest right-of-way of said N. Harding Street, distance of 191.84 feet to a set 5/8 inch capped iron rod for courier, same being the beginning of a curve to the right with a radius of 20.00 feet, a chord bearing of South 15 degrees 22 minutes 41 seconds that and a chord distance of 28.30 feet; THENCE in a Southerly direction in said curve to the right and the intersection of the southwest right-of-way Iine of said N. Harding Street with the aforementioned northwest right-of-way of E. First Street, an arc distance of 31.44 feet to a set 5/8 inch capped iron rod for corner, same being the end of said curve to the right and in the southeast boundary line of said Lot I R and in the northeast right-of-way line said E. First Street; THENCE South 60 degrees 00 Minutes 00 Seconds West (direction control line), in the southeast boundary line said Lot I and in the northwest right-of-way line of'said E. First Street, a distance of 459.25 feet to the POINT OF BEGINNING and containing 2.619 acres (I14,094 square feet) of land, more or less. ALAMO TITLE INSURANCE SCHEDULE B EXCEPTIONS FROM COVERAGE Policy No.: 6000181600092-0 POLICY NO.: 6000181600092-0 GF No.: ATD-18-6000181600092 This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of the terms and conditions of the leases and easements, if any, shown in Schedule A, and the following matters: 1. The following restrictive covenants of record itemized below (The Company must either insert specific recording data or delete this exception): Volume 388-218, Page 75, Plat Records, Tarrant County, Texas Omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements. Homestead or community property or survivorship rights, if any, of any spouse of any Insured. Any title or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds or navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or C. to filled -in lands, or artificial islands, or d. to statutory water rights, including riparian rights, or e, to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across that area. (Applies to the Owner Policy only.) 5. 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 year. The following matters and all terms of the documents creating or offering evidence of the matters (The Company must insert matters or delete this exception): a. A deed of trust to secure an indebtedness in the amount shown below, Amount: $2,200,000.00 Dated: July 18, 2016 Trustor/Grantor: Fort Worth Housing Finance Corporation, a Texas Housing Finance Corporation FORM T-1: Owner's Policy of Title Insurance (01/03/14) TX ---- SPS-3339843-1-16-6000181600092 ALAMO TITLE INSURANCE C. R e. POLICY NO.: 6000181600092-0 SCHEDULE B EXCEPTIONS FROM COVERAGE (continued) Trustee: Vicki S. Ganske or Leann D. Guzman Beneficiary: City of Fort Worth, a Texas municipal corporation Loan No.: Recording Date: July 20, 2016 Recording No: D216162217, Real Property Records, Tarrant County, Texas 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 whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed. Rights of tenants in possession, as tenants only, under unrecorded lease agreements. The following, all according to the plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas: (a) 10 foot drainage easement; (b) 15 foot sanitary sewer easement; (c) 15 foot drainage easement centered on existing 3x6 storm drain; (d) 7.5 utility easement; (e) public open space easements; and (f) floodway easement (g) 5 foot utility easement; shown on survey dated April 27, 2016, prepared by David Rose, Registered Professional Land Surveyor Number # 5448 Easement(s) and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: December 16, 1963 Recording No: in Volume 3881, Page 20, Real Property Records, Tarrant County, Texas and as shown on plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas shown on survey dated April 27, 2016, prepared by David Rose, Registered Professional Land Surveyor Number # 5448 Easement(s) and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: February 14, 1964 Recording No: in Volume 3900, Page 50, Real Property Records, Tarrant County, Texas and as shown on plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas shown on survey dated April 27, 2016, prepared by David Rose, Registered Professional Land Surveyor Number # 5448 Easement(s) and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: August 31, 1994 FORM T-1: Owner's Policy of Title Insurance (01/03114) TX ---- SPS-3339843-1-16-6000181600092 ALAMO TITLE INSURANCE POLICY NO.: 6000181600092-0 SCHEDULE B EXCEPTIONS FROM COVERAGE (continued) Recording No: in Volume 11711, Page 472, Real Property Records, Tarrant County, Texas h. Lease for coal, lignite, oil, gas or other minerals, together with rights incident thereto, dated March 17, 2008, by and between Fort Worth Transportation Authority, as Lessor, and XTO Energy Inc., as Lessee, as evidenced in a memorandum thereof filed March 20, 2008, recorded under Clerk's File No. D208100631, Real Property Records, Tarrant County, Texas. As affected by Amendment and Ratification of Oil and Gas Lease and Memorandum of Oil and Gas Lease filed July 21, 2010, recorded under Clerk's File No. D210176244, Real Property Records, Tarrant County, Texas. Reference to which instrument is here made for particulars. No further search of title has been made as to the interest(s) evidenced by this instrument, and the Company makes no representation as to the ownership or holder of such interest(s). i. Any rights, interests, or claims which may exist or arise by reason of the following matters disclosed by survey, Job No.: N/A Dated: April 27, 2016 Prepared by: David Rose, Registered Professional Land Surveyor Number # 5448 Matters shown: Encroachment and/or Protrusion of fence along the boundary line, as shown on survey Interest in and to all coal, lignite, oil, gas and other minerals, and all rights incident thereto, contained in instrument dated July 18, 2016, recorded July 20, 2016 at D216162216 of the Official Records of Tarrant County, Texas, which document contains the following language Grantor hereby excepts and reserves unto Grantor, Grantor's heirs, successors and assigns forever, all remaining groundwater, oil, gas and other minerals in and under and that may be produced from the lands described herein,. Reference to which instrument is here made for particulars. No further search of title has been made as to the interest(s) evidenced by this instrument, and the Company makes no representation as to the ownership or holder of such interest(s). Section 14 of the Conditions of this policy is hereby deleted. FORM T-1: Owner's Policy of Title Insurance (01/03/14) TX ---- SPS-3339843-1-16-6000181600092 ALAMO TITLE INSURANCE CONDITIONS POLICY NO.: 6000181600092-0 1. DEFINITION OF TERMS. The following terms when used in this policy mean: (a) "Amount of Insurance": the amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or de- creased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company or other similar legal entity. (d) "Insured": the Insured named in Schedule A.. (i) The term "Insured" also includes: (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title: (1) If the stock, shares, memberships, or other equity interests of the grantee are wholly -owned by the named Insured, (2) If the grantee wholly owns the named Insured, (3) If the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) If the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C) and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant": an Insured claiming loss or damage. (f) "Knowledge" or "Known": actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land": the land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j) "Title": the estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE. The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) below, or (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. When, after the Date of the Policy, the Insured notifies the Company as required herein of a lien, encumbrance, adverse claim or other defect in Title insured by this policy that is not excluded or excepted from the coverage of this policy, the Company shall promptly investigate the charge to determine whether the lien, encumbrance, adverse claim or defect or other matter is valid and not barred by law or statute. The Company shall notify the Insured in writing, within a reasonable time, of its determination as to the validity or invalidity of the Insured's claim or charge under the policy. If the Company concludes that the lien, encumbrance, adverse claim or defect is not covered by this policy, or was otherwise addressed in the closing of the transaction in connection with which this policy was issued, the Company shall specifically advise the Insured of the reasons for its determination. If the Company concludes that the lien, encumbrance, adverse claim or defect is valid, the Company shall take one of the following actions: (i) institute the necessary proceedings to clear the lien, encumbrance, adverse claim or defect from the Title as insured; (ii) indemnify the Insured as provided in this policy; (iii) upon payment of appropriate premium and charges therefore, issue to the Insured Claimant or to a subsequent owner, mortgagee or holder of the estate or interest in the Land insured by this policy, a policy of title insurance without exception for the lien, encumbrance, adverse claim or defect, said policy to be in an amount equal to the current value of the Land or, if a loan policy, the amount of the loan; (iv) indemnify another title insurance company in connection with its issuance of a policy(ies) of title insurance without exception for the lien, encumbrance, adverse claim or defect; (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein. 4. PROOF OF LOSS. In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS. FORM T-1: Owners Policy of Title Insurance (01/03/14) TX ---- SPS-3339843-1-16-6000181600092 ALAMO TITLE INSURANCE (continued) POLICY NO.: 6000181600092-0 (a) Upon written request by the Insured, and subject to the options contained in Sections 3 and 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Sections 3 and 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction and it expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE. (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, emails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY. In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any Litigation. 8. DETERMINATION AND EXTENT OF LIABILITY. This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of: (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 3 or 5 and is unsuccessful in establishing the Title, as insured: (i) the Amount of Insurance shall be increased by 10%; and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees and expenses incurred in accordance with Sections 5 and 7 of these Conditions. FORM T-1: Owner's Policy of Title Insurance (01/03/14) TX ---- SPS-3339843-1-16-6000181600092 ALAMO TITLE INSURANCE (continued) POLICY NO.: 6000181600092-0 9. LIMITATION OF LIABILITY. (a) If the Company establishes the Title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the Land, all as insured, or takes action in accordance with Section 3 or 7, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY. All payments under this policy, except payments made for costs, attorneys' fees and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE. The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS. When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT. (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION. Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT. (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim, shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy or (iv) increase the Amount of Insurance. Each Commitment, endorsement or other form, or provision in the Schedules to this policy that refers to a term defined in Section 1 of the Conditions shall be deemed to refer to the term regardless of whether the term is capitalized in the Commitment, endorsement or other form, or Schedule. Each Commitment, endorsement or other form, or provision in the Schedules that refers to the Conditions and Stipulations shall be deemed to refer to the Conditions of this policy. 16. SEVERABILITY. In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid and all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM. (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured, and in interpreting and enforcing the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of laws principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. FORM T-1: Owner's Policy of Title Insurance (01/03/14) TX ---- SPS-3339843-1-16-6000181600092 ALAMO TITLE INSURANCE (continued) POLICY NO.: 6000181600092-0 18. NOTICES, WHERE SENT. Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at National Claims Administration, P.O. Box 45023, Jacksonville, FL 32232-5023. FORM T-1: Owners Policy of Title Insurance (01/03/14) TX ---- SPS-3339843-1-16-6000181600092 IMPORTANT NOTICE To obtain information or make a complaint: You may call Alamo Title Insurance's toll -free telephone number for information or to make a complaint at: 1-877-862-9111 You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights, or complaints at: 1-800-252-3439 You may write the Texas Department of Insurance: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 490-1007 Web: www.tdi.texas.aov E-mail: Cons umerProtection(a.tdi.texas.aov PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact the company first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. AVISO IMPORTANTE Para obtener informaci6n o para presentar una queja: Usted puede Ilamar al numero de tel6fono gratuito de Alamo Title Insurance's para obtener informacion o para presentar una queja al: 1-877-862-9111 Usted puede comunicarse con el Departamento de Seguros de Texas para obtener informacion sobre companias, coberturas, derechos, o quejas al: 1-800-252-3439 Usted puede escribir al Departamento de Seguros de Texas a: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 490-1007 Sitio web: www.tdi.texas.gov E-mail: ConsumerProtectionCo)tdi.texas.ciov DISPUTAS POR PRIMAS DE SEGUROS O RECLAMACIONES: Si tiene una disputa relacionada con su prima de seguro o con una reclamaci6n, usted debe comunicarse con la compania primero. Si la disputa no es resuelta, usted puede comunicarse con el Departamento de Seguros de Texas. ADJUNTE ESTE AVISO A SU POLIZA: Este aviso es solamente para prop6sitos informativos y no se convierte en parte o en condici6n del documento adjunto. Texas Form B-0023-07 Important Notice (06/01/15) Page 1 of 6 D216162216 7/20/2016 9:58 AM PGS 6 Fee: $36.00 Submitter: XEROX COMMERCIAL SOLUTIONS Electronically Recorded by Tarrant County Clerk in Official Public Records Mary Louise Garcia SPECIAL. WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU AREA 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 NUMB'WLA I IC) TWEE COMPANY GPI! 6000181600002 S �Y Dale: Jul 18, .01 h CF Grantor: FORT WORTH TRANSPORTATION AUTHORITY, A REGIONAL TRANSPORTATION AUTHORITY Granfar's Mailing Address: 801 CHERRY STREET, SUITE 050, FORT WORTH, TEXAS 761o2 Grantee: FORT WORTH HOUSING FINANCE CORPORATION, A TEXAS HOUSING FINANCE CORPORATION Grantee's Mailing Address: 1000 THROCKMORTON STREET, FORT WORTH, TEXAS 76102 Consideration: TEN AND NO/100--($1000)--DOLLARS and Dlhor good and Valuable cons(derakn the receipt of which Is hereby acknowledged and confessed; Property (including any Improvomants): BEING THAT CERTAIN LOT, TRACT OR PARCEL OF LAND SITUATED IN THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS ON EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF FOR ALL PURPOSES., Reservations From Convoyanco: THIS CONVEYANCE IS MADE SUBJECT TO AND THERE 13 EXCEPTED HEREFROM, ALL GROUNDWATER, OIL, GAS AND OTHER MINERALS AND ROYALTIES HERETOFORE RESERVED OR CONVEYED TO OTHERS AND GRANTOR HEREBY EXCCPTS AND RESERVES UNTO GRANTOR, GRANTOR'S HEIRS SUCCESSORS AND ASSIGNS FOREVER, ALL REMAINING GROUNDWATER, OIL, GAS AND OTHER MINERALS IN AND UNDER AND THAT MAY BE PRODUCED FROM THE LANDS DESCRIBED HEREIN IF THE MINERAL ESTATE IS SUBJECT TO EXISTING PRODUCTION OR AN EXISTING LEASE, THIS RESERVATION INCLUDES THE PRODUCTION THE LEASE AND ALL. BENEFITS FROM IT. GRANTOR DOES HEREBY EXPRESSLY RELEASE AND WAIVE, ON BEHALF OF THE GRANTOR AND THE GRANTOR'S HEIRS, SUCCESSORS, AND ASSIGNS, ALL RIGHTS OF INGRESS AND EGRESS, AND ANY AND ALL OTHER RIGHTS OF EVERY KIND AND CHARACTER WHATSOEVER, TO ENTER UPON AND USE ANY PART OP THE SURFACE OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION THE RIGHT TO ENTER UPON AND USE ANY PART OF THE SURFACE OF THE SUBJECT PROPERTY FOR ANY PURPOSE INCIDENT TO EXPLORING FOR, DEVELOPING DRILLING FOR, PRODUCING, TRANSPORTING. MINING, TREATING, OR STORING THE OIL. GAS AND OTHER MINERALS IN ON AND UNDER THE SUBJECT PROPERTY, NOTHING HEREIN CONTAINED SHALL EVER BE CONSTRUED TO PREVENT THE GRANTOR OR THE GRANTOR'S HEIRS, SUCCESSORS, OR ASSIGNS FROM DEVELOPING OR PRODUCING THE OIL. GAS AND OTHER MINERALS IN AND UNDER THE SUBJECT PROPERTY 13Y POOLING OR BY DIRECTIONAL DRILLING UNDER THE SUBJECT PROPERTY FROM WELL SITES LOCATED ON TRACTS OUTSIDE THE SUBJECT PROPERTY, Exceptions to Convoyance and Warranty: THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE ENCUMBRANCES ON EXHIBIT''B" ATTACHED HERETO AND MADE APART HEREOF. AND IS EXECUTED. DELIVERED AND ACCEPTED SUBJECT TO AD VALOREM TAXES FOR THE CURRENT YEAR, ROLLBACK TAXES DUE TO THIS CONVEYANCE OR GRANTEE'S USE OF THE SUBJECT PROPERTY, MAINTENANCE FUND LIENS, ZONING ORDINANCES, UTILITY DISTRICT ASSESSMENTS AND STANDBY FEES, IF ANY, ANY AND ALL VALID UTILITY EASEMENTS CREATED BY THE DEDICATION DEED OR PLAT OF THE SUBDIVISION IN WHICH SAID REAL PROPERTY IS LOCATED, RECORDED EASEMENTS RESERVATIONS, MINERAL RESERVA71ONS AND LEASES, RESTRICTIONS, COVENANTS, CONDITIONS, RIGHTS OF WAY EASEMENTS, IF ANY, AFFECTING THE HEREIN DESCRIBED PROPERTY BUT ONLY TO THE EXTENT THE SAME ARE SHOWN OF RECORD AND ARE VALID AND SUBSISTING. Warranty Deed / AT22 NLD215642 Paue 1 of 2 SPECIAL WARRANTY DEED 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 GFft 6000181600092 Date: July 18,2016 Grantor: FORT WORTH TRANSPORTATION AUTHORITY, A REGIONAL TRANSPORTATION AUTHORITY Grantor's Mailing Address: 801 CHERRY STREET, SUITE 860, FORT WORTH, TEXAS 76102 Grantee: FORT WORTH HOUSING FINANCE CORPORATION, A TEXAS HOUSING FINANCE CORPORATION Grantee's Mailing Address: 1000 THROCKMORTON STREET, FORT WORTH, TEXAS 76102 Consideration: TEN AND NOl100--- ($10 00)-------DOLLARS and other goad and valuable consideration. the receipt of which is hereby acknowledged and confessed; Property (including any Improvements): BEING THAT CERTAIN LOT, TRACT OR PARCEL OF LAND SITUATED IN THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS ON EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF FOR ALL PURPOSES. Reservations from Conveyance: THIS CONVEYANCE IS MADE SUBJECT TO AND THERE IS EXCEPTED HEREFROM, ALL GROUNDWATER, OIL, GAS AND OTHER MINERALS AND ROYALTIES HERETOFORE RESERVED OR CONVEYED TO OTHERS AND GRANTOR HEREBY EXCEPTS AND RESERVES UNTO GRANTOR, GRANTOR'S HEIRS SUCCESSORS AND ASSIGNS FOREVER, ALL REMAINING GROUNDWATER, OIL, GAS AND OTHER MINERALS IN AND UNDER AND THAT MAY BE PRODUCED FROM THE LANDS DESCRIBED HEREIN, IF THE MINERAL ESTATE IS SUBJECT TO EXISTING PRODUCTION OR AN EXISTING LEASE, THIS RESERVATION INCLUDES THE PRODUCTION, THE LEASE AND ALL BENEFITS FROM IT. GRANTOR DOES HEREBY EXPRESSLY RELEASE AND WAIVE, ON BEHALF OF THE GRANTOR AND THE GRANTOR'S HEIRS, SUCCESSORS, AND ASSIGNS, ALL RIGHTS OF INGRESS AND EGRESS, AND ANY AND ALL OTHER RIGHTS OF EVERY KIND AND CHARACTER WHATSOEVER, TO ENTER UPON AND USE ANY PART OF THE SURFACE OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION. THE RIGHT TO ENTER UPON AND USE ANY PART OF THE SURFACE OF THE SUBJECT PROPERTY FOR ANY PURPOSE INCIDENT TO EXPLORING FOR, DEVELOPING, DRILLING FOR, PRODUCING, TRANSPORTING. MINING, TREATING, OR STORING THE OIL, GAS AND OTHER MINERALS IN. ON. AND UNDER THE SUBJECT PROPERTY, NOTHING HEREIN CONTAINED SHALL EVER BE CONSTRUED TO PREVENT THE GRANTOR. OR THE GRANTOR'S HEIRS, SUCCESSORS, OR ASSIGNS, FROM DEVELOPING OR PRODUCING THE OIL, GAS AND OTHER MINERALS IN AND UNDER THE SUBJECT PROPERTY BY POOLING OR BY DIRECTIONAL DRILLING UNDER THE SUBJECT PROPERTY FROM WELL SITES LOCATED ON TRACTS OUTSIDE THE SUBJECT PROPERTY. Exceptions to Conveyance and Warranty: THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE ENCUMBRANCES ON EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF. AND IS EXECUTED. DELIVERED AND ACCEPTED SUBJECT TO AD VALOREM TAXES FOR THE CURRENT YEAR, ROLLBACK TAXES DUE TO THIS CONVEYANCE OR GRANTEE'S USE OF THE SUBJECT PROPERTY, MAINTENANCE FUND LIENS, ZONING ORDINANCES, UTILITY DISTRICT ASSESSMENTS AND STANDBY FEES, IF ANY, ANY AND ALL VALID UTILITY EASEMENTS CREATED BY THE DEDICATION DEED OR PLAT OF THE SUBDIVISION IN WHICH SAID REAL PROPERTY IS LOCATED, RECORDED EASEMENTS. RESERVATIONS, MINERAL RESERVATIONS AND LEASES, RESTRICTIONS, COVENANTS, CONDITIONS, RIGHTS OF WAY EASEMENTS, IF ANY, AFFECTING THE HEREIN DESCRIBED PROPERTY BUT ONLY TO THE EXTENT THE SAME ARE SHOWN OF RECORD AND ARE VALID AND SUBSISTING. Warranty Deed / AT22 NLO215642 Page 1 of 2 Grantor, for the consideration and subject to the Reservations from Conveyance and Exceptions to Conveyance and Warranty, grants. sells, and conveys to Grantee the properly, together with all and singular the rights and appurtenances thereto in anywise belonging, to have and hold it to Grantee. Grantee's heirs, executors, administrators. successors. or assigns forever Grantor hereby binds Grantor and Grantor's heirs. executors. administrators. and successors to warrant and forever defend all and singular the properly to Grantee and Grantee's heirs. executors, administrators. successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, except as to the Reservations from Conveyance and Exceptions to Conveyance and Warranty, when the claim is by, through. or under Grantor, but not otherwise When the context requires. singular nouns and pronouns include the plural FORT WQRTH TRANSPORTATION AUTHORITY, A REGIONAL TRANSPORTATION AUTHORITY r "PA-UL J B L r PRESIDENT & CEO � BY. +ter."� ,,._ CEO ACCEPTED AND AGREED TO: FORT WORTH HOUSING FINANCE CORPORATION, A TEXAS HOUSING FINANCE CORPORATION BY: AUBREY THAGARD, ASSISTANT GENERAL MANAGER (Acknowledgment) THE STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on the day of by PAUL J BALLARD, PRESIDENT & CEO OF FORT WORTH TRAIN ORTA ION AUTHOR TY, A REGIONAL TRANSPORTATION AUTHORITY, ON BEHALF F SAID REGIONAL TRANSPORTATION AUTHORITY. I M i II E tr fIlIk I ;,,,, Slate o T as fir' n iI I 1 ua Notary's Name (printed): r u� I u,t µu Nj Notary's commission expires: NOTICE: This document affects your legal rights Read it carefully before signing AFTER RECORDING RETURN TO: FORT WORTH HOUSING FINANCE CORPORATION. A TEXAS HOUSING FINANCE CORPORATION 1000 THROCKMORTON STREET FORT WORTH. TEXAS 76102 PREPARED IN THE LAW OFFICE OF: NEWMAN & LAWLER A PROFESSIONAL CORPORATION ATTORNEYS AT LAW 200 BAILEY AVE.. SUITE 100 FORT WORTH TEXAS 78107 Warranty Deed ! AT22_NLO215642 Page 2 of 2 Grantor, for the consideration and subject to the Reservations from Conveyance and Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the property, together with all and singular the rights and appurtenances thereto in anywise belonging, to have and hold it to Grantee, Grantee's heirs. executors. administrators, successors. or assigns forever Grantor hereby binds Grantor and Grantor's heirs, executors, administrators, and successors to warrant and forever defend all and singular the property to Grantee and Grantee's heirs. executors, administrators, successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, except as to the Reservations from Conveyance and Exceptions to Conveyance and Warranty, when the claim is by, through. or under Grantor. but not otherwise When the context requires. singular nouns and pronouns include the plural FORT WORTH TRANSPORTATION AUTHORITY, A REGIONAL TRANSPORTATION AUTHORITY BY: PAUL J BALLARD. PRESIDENT & CEO ACCEPTED AND AGREED TO: FORT WORTH HOUSING FINANCE CORPORATI OUSING FINANCE CORPO ON BYr d �.,,, AUB1�EY4, HAG . ASSISTANT ! ,""„" 4 GENERAL MA ER (Acknowledgment) THE STATE OF TEXAS COUNTY OF TARRANT This Instrument was acknowledged before me on the day of I , by PAUL J BALLARD, PRESIDENT & CEO OF FORT WORTH TRANSPORTATION AUTHORITY, A REGIONAL TRANSPORTATION AUTHORITY, ON BEHALF OF SAID REGIONAL TRANSPORTATION AUTHORITY.. Notary Public, Slate of Texas Notary's Name (printed): Notary's commission expires: NOTICE, This document affects your legal rights Read it carefully before signing AFTER RECORDING RETURN TO: FORT WORTH HOUSING FINANCE CORPORATION. A TEXAS HOUSING FINANCE CORPORATION 1000 THROCKMORTON STREET FORT WORTH. TEXAS 76102 PREPARED IN THE LAW OFFICE OF: NEWMAN & LAWLER A PROFESSIONAL CORPORATION ATTORNEYS AT LAW 200 BAILEY AVE., SUITE 100 FORT WORTH. TEXAS 76107 Warranty Deed / AT22_NLO215642 Page 2 of 2 EXHIBIT 11 A it Lot IR, Block 30, Original Town of Fort Worth, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereofrecorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas, Save and Except that portion described in Special Warranty Deed from Fort Worth Transportation Authority to BNSF Railway Company, dated July 3, 2012 and recorded under instrument No. D212160570, Peed Records, Tarrant County, Texas, and the remaining portion of said Lot IR being more particularly described by metes and bounds as follows: BEGINNING at a found 5/8 inch iron rod for the most southerly southwest corner of the herein described tract of land, same being in the southeast boundary line of said Lot 1R, the northwest right-of-way line E. First Street (having a 60 foot wide right-of-way being North 60 degrees 00 degrees 00 seconds East, a distance of 83.28 feet from the southwest corner of said Lot IR and being the most easterly or southeast Corner of the save and except Portion of said Lot IR recorded under Instrument No, D21.2160570; THENCE North 29 degrees .35 minutes 54 seconds West, deporting said E. First Street, over and across said Lot IR and in the easterly boundary line of said save and except portion, a distance of 43.87 feet to a set 5/8 inch capped iron rod marked PROLINE for corner; THENCE South 79 degrees 36 minutes 37 seconds West, continuing over and across said Lot IR and in the northerly boundary line of said save and except portion of Lot IR, a distance of 82.80 feet to a set 5/8 inch capped iron rod marked PROLINE for corner, same being the northwest confer of said save and expect portion, in the west boundary line of said Lot IR and in the east right-of-way of the Burlington Northern 8F Railway; THENCE North 09 degrees 23 minutes 00 seconds West, in the west boundary line of said Lot 1R and in the east right -of --way of said Burlington Northern 8F Railway, a distance of 165.33 feet to a 5/8 inch capped iron rod marked PROLINE for corner, same being the northwest corner of said Lot IR and the intersection of the east right-of-way of said Burlington Northern 8F Railway with the southeast right-of-way line of E, Weatherford Street (having an 80 foot wide right-of-way); THENCE North 59 degrees 5.3 minutes 56 seconds East, in the northwest boundary line a said Lot IR and in the southeast right-of-way line of said E. Weatherford Street, a distance of 381.49 feet to a set "X" out in an existing concrete drive approach for corner; THENCE North .29 degrees .34 minutes 54 seconds West, continuing in the northwest boundary line of said Lot IR and in the southeast right-of-way line said E. Weatherford Street, a distance of 12.51 feet to a set "X" curt in an existing concrete drive approach for corner; THENCE North 60 degrees 43 minutes 06 seconds East, continuing in the northwest boundary line of said Lot IR and in the southeast right-of-way line of said E. Weatherford Street, a distance of 80.00 feet to a set 5/8 inch capped iron rod marked PROLINE for corner, same being the beginning of a curve to the right with a radius of 20.00 feet a chord bearing of South 74 degrees 15 minutes 48 seconds East and a chord distance of 28.44 feet; THENCE in an Easterly direction in said curve to the right and at the Intersection of the southeast right-of-way line of said E. Weatherford Street with the southwest right-of-way line of N. Harding Street (having a 60 feet wide right-of-way), an are distance of 31.64 feet to a found 3/4 inch iron rod for corner, same being the end of said curve to the right and in the northeast boundary line of said Lot I and in the southwest right-of-way line of said N. Harding Street; THENCE South 29 degrees 34 minutes 54 seconds East, in the northeast boundary line of said Lot 1 R and in the southwest right-of-way of said N. Harding Street, distance of 191.84 feet to a set 5/8 inch capped iron rod for Bonier, same being the beginning of a curve to the right with a radius of 20.00 feet, a chord bearing of South 15 degrees 22 minutes 41 seconds that and a chord distance of 28.30 feet; THENCE in a Southerly direction in said curve to the right and the intersection of the southwest right-of-way line of said N. Harding Street with the aforementioned northwest right-of-way of E. First Street, an arc distance of 31,44 feet to a set 5/8 inch capped iron rod for corner, same being the end of said curve to the right and in the southeast boundary line of said Lot I R and in the northeast right-of-way line said E. First Street; THENCE South 60 degrees 00 Minutes 00 Seconds West (direction control line), in the southeast boundary line said Lot I R and in the northwest right-of-way line of said E. First Street, a distance of 459,25 feet to the POINT OF BEGINNING and containing 2.619 acres (114,094 square feet) of-'Iand, more or less, EXHIBIT 11B" attached to and made a part of a Special Warranty Deed from Fort Worth Transportation Authority, as Grantor to Fort Worth Housing Finance Corporation, as Grantee Restrictive covenants recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas 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 Rights of parties in possession The following, all according to the plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas: (a) 10 foot utility and drainage easement; (b) 15 foot sanitary sewer easement; (c) 15 foot drainage easement centered on existing 3x6 storm drain; (d) 7.5 utility easement; (e) public open space easements; and (f) floodway easement ( ) 5 foot utility, easement Easements) and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose; As provided in said document Recording Date: December 16, 1963 Recording No: in Volume 3881, Page 20, Real Property Records, Tarrant County, Texas and as shown on plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas 6 Easement(s) and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: February 14, 1964 Recording No: in Volume 3900, Page 50, Real Property Records, Tarrant County, Texas and as shown on plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas 7 Easement(s) and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: August 31, 1994 Recording No: in Volume 11711, Page 472, Real Property Records, Tarrant County, Texas Lease for coal, lignite, oil, gas or other minerals, together with rights incident thereto, dated March 17, 2008, by and between Fort Worth Transportation Authority, as Lessor, and XTQ Energy Inc, as Lessee, as evidenced in a memorandum thereof filed March 20, 2008, recorded under Clerk's File No, D208100631, Real Property Records, Tarrant County, Texas As affected by Amendment and Ratification of Oil and Gas Lease and Memorandum of nil and Gas Lease filed July 21, 2010, recorded under Clerk's File No. D210176244, Real Property Records, Tarrant County, Texas