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HomeMy WebLinkAboutContract 24097 1 ,,7CRETARY7 CONSTRUCTION LOAN AGREEMENT t NO , This agreement is entered into on , between XA a Texas Limited Partnership having its place of business at 5208 Airp rt Frwy., Suite 130, Fort Worth, Tarrant, Texas 76117 ("Borrower"), and the City of Fort Worth ("Lender"), a home-rule corporation, acting by and though its duly authorized Assistant City Manager, Libby Watson. RECITAL Whereas, Borrower desires to make improvements consisting of remodeling and reconstruction of a Description of Project(SF, # of apts. in complex, etc.) owned by Borrower, which improvements are more particularly described in Exhibit "A", and which is built on certain real property located in Tarrant County, Texas, more particularly described on Exhibit "B", attached hereto and made a part hereof; and Whereas, Borrower desires to borrow a portion of the costs related to making the improvements, funds from the Lender to use for the payment of soft costs of the Project, and Lender is desirous of loan such sum of money to Borrower for those purposes. Now, therefore, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE ONE DEFINITIONS The following terms as used herein shall have the following meanings: (1) "General Contractor" means the Contractor's Co.Name., a Texas corporation. �'��9�C�Q� �� ®� (2) "Project" means the improvements to be rehabilitated on the Land and off site improvements, if any, described in Exhibit "A". (3) "Completion Date" means the date for substantial completion of construction specified in Exhibit"A" (4) "Obligation" means the total amount of the loan, together with all other sums due and owing by Borrower to Lender resulting from debts, obligations, or liabilities of any kind, including all renewals and extensions thereof. (5) "Loan Documents" means this Agreement, the Note, the Deed of Trust, and any and all other promissory notes, mortgages, deeds of trust, security agreements, and any other agreements, documents, and instruments executed and delivered pursuant to the terms of this Agreement, and any further amendments hereto, or restatements hereof, or pursuant to the terms of any of the other Loan Documents, together with any and all renewals, extensions, and restatements of, and amendments and modifications to, any such agreements, document, and instruments. (6) "Loan Proceeds" means all amounts received by Borrower during the construction of the project. (7) "Plans and Specifications" means the scope of renovation described on Exhibit "A". (8) "Construction Period" means a period from execution of this instrument to 30 days after construction has been certified by Housing Department as substantially completed. (9) "Land" means the real property described on Exhibit "B" together with all buildings and improvements thereon, including the improvements to be constructed thereon, and all appurtenant easements, other appurtenances, and all fixtures and equipment required for the operation thereof. 2 (10) "Note" means the Promissory Note, in the form of Exhibit "C". (11) "Approved Purposes" means the payment of costs and expenses of Borrower actually incurred in, and directly related to, the construction of the Project as set forth in Exhibit"A". (12) "Deed of Trust" means the Deed of Trust in the form of Exhibit "D". (13) "Sub-Contractor" means a business which contracts to perform for the General Contractor specific tasks for a negotiated price. (14) "Substantial Completion" means the date in which part or all the work is sufficiently completed in accordance with the Plans and specifications as stated in the attached Exhibit "A" and may be occupied for the intended use. (15) "Final Inspection" means the inspector's final report upon written request of the contractor. This report must be approved and signed by the Housing Director or his designee. (16) "Completion" means that all inspections by appropriate officials of Lender have been made and finalized to the satisfaction of Lender. ARTICLE TWO AMOUNT OF LOAN AND TERMS OF PAYMENT Subject to the terms, covenants, and conditions hereinafter set forth, Lender hereby agrees to lend, solely from the City of Fort Worth's Program Income Funds available through the Rental Rehabilitation Loan Program, and Borrower hereby agrees to borrow, a non-recourse loan in the principal amount of $261,000.00 hereinafter referred to as the "Obligation", and evidenced by the Note. The terms of the note will be for ten (10) years at five percent (5%), the applicable federal rate of interest. The interest will begin to accrue on the obligation 365 days from the date 3 of this instrument. The first payment of interest only will be due on the first day of the proceeding month following the 365''' day from the date of execution and continue for one year. The first payment of both principal and interest will be due on the first day of each month, beginning the third anniversary from the date of execution and continuing for the remainder of the ten year term until all accrued interest and principal is paid in full. If a scheduled payment is not received by the 10"' of the month in which it is due, Borrower agrees to pay a late penalty amounting to 10% of the monthly payment. Borrower's payment shall be applied first to penalty then to interest then accrued interest then to principle. Borrower may assign its obligations under the Deed of Trust according to the terms and conditions specified therein. ARTICLE THREE REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BORROWER Borrower represents, warrants, to the best of its actual current knowledge, covenants, and agrees that: (1) It has fee simple title to the real property subject only to those exceptions and prior liens shown on Exhibit "D" attached hereto and made a part hereof. (2) All ad valorem and personal property taxes associated with the Land are paid and no delinquencies in payment of taxes exist. (3) All of the statements, representations, and warranties made in the loan application were accurate, true and correct and are still accurate,true and correct. No potential negotiation of future sale. (4) Borrower is a limited partnership and is in good standing and the execution and performance of this Agreement has been properly authorized. 4 ARTICLE FOUR CONDITIONS PRECEDENT TO LENDER FUNDING 4.1. Lender will not be obligated to make any funds available hereunder unless and until Borrower delivers to Lender on or prior to the closing date, the following documents: (1) The Note executed by Borrower payable to Lender in the full amount of the loan and containing the terms and conditions described therein, due at closing. (2) A Deed of Trust executed by Borrower at closing, securing payment of the Note. (3) If Borrower is a limited partnership, a certificate of limited partnership shall be due three (3) working days prior to closing. (4) Copies of certificates of insurance or copies of blanket insurance policies as required by Lender from insurance companies reasonably acceptable to Lender, due three (3) working days prior to closing. (5) Written evidence from the appropriate regulatory authorities that the Project will comply with all zoning ordinances and that proper building permits have been issued and the plans and specifications comply with applicable building codes, due three (3) working days prior to closing. (6) A copy of the General Contract for the rehabilitation of the improvements on the Property shall be due three (3) working days prior to closing. (7) A certificate executed by Borrower that there are no litigation's or proceedings pending or threatened which could affect the validity or priority of the liens or the Deed of Trust or which could materially affect Borrower's ability to perform under any of the Loan Documents, due three (3) working days prior to closing. 5 (8) Receipt or other statement acceptable to Lender from all taxing authorities that ad valorem and personal property taxes associated with the Land are paid and no delinquencies exist, due at closing. (9) Receipt of a copy of the Owner's Tenant Selection Plan, to be implemented at the time of lease-out of the Property. (10)Receipt of a copy of the Owner's Property Management and Maintenance Plan to be implemented at the time of lease-out of the Property. (11)An executed copy of this Agreement, due at closing. Failure to provide any of the documents at the time indicated, may delay closing. ARTICLE FIVE CONTRACTOR AND SUBCONTRACTOR AGREEMENTS 5.1. Borrower agrees that all work on the project will be performed under written contracts, and Borrower will ensure that all subcontracted work is performed under written contracts between the General Contractor and subcontractors and suppliers. Copies of contracts between General Contractor and all subcontractors performing work on the project must be submitted to Lender prior to Lender's release of any proceeds. Borrower will require that the General Contractor make payment to all subcontractors, laborers and suppliers by check. Borrower agrees to maintain and to keep current a list of all employees and laborers working at the Project site, whether these individuals are employed under contract or otherwise by General Contractor or any subcontractor, which list will include the individual's name, mailing address, social security number,job description, rate of pay, and the name of the employer. Borrower agrees to achieve a minimum level of Minority/Women Business Enterprises (M/WBE) participation in the 6 rehabilitation of the Project equaling 40% of the total construction and rehabilitation costs. Borrower agrees to submit to the City monthly cumulative reports of subcontractor contracting activity throughout the Project. Borrower agrees to include in its contracts with contractor, and to require that contractor include in its subcontracts, that person employed at the project work site will received wages equal to or greater then the wage rates established for the project by the U. S. Department of Labor. Further, Borrower, its general contractor(s) and subcontractor(s) agree to comply with all requirement of 40 U.S.C.A 276A et seq. and 29 cfr Part 5, the Davis- Bacon Act and its regulations,respectively. 5.2. All contracts between Borrower and General Contractor and between General Contractor and any subcontractor will contain provisions which will allow Lender and Lender's representatives to have access to all Contractor and subcontractor books and records pertaining to the Project in any way, for the purposes of examination, copying, audit, or any other purposes which Lender deems necessary to enforce provisions of this contract or to fulfill its obligations under its agreement or to comply with regulations of the U.S. Department of Housing and Urban Development. Such books and records will include but not necessarily be limited to the following: (1) payroll and wage documentation; (2) invoices and purchase orders; (3) receipts; and (4) other documents which Lender may reasonably require. All contracts shall require that access to these records will be provided during reasonable business hours and that books and records shall be preserved for a period of three years after final payment. 5.3. Failure of borrower to ensure that Lender will have access to Contractor and subcontractor records as described in this agreement shall be considered an event of default under this agreement. 5.4. Borrower agrees that, if Lender is denied access to records of Contractor or a subcontractor, Borrower will, at its expense take actions necessary to provide such access to Lender, including legal actions. ARTICLE SIX CONSTRUCTION SCHEDULE FUNDING OF PROJECT 6.1 Generally: It is the express intention of the parties that the costs of the Project be paid from Borrower's Funds and 50% reimbursed by Lender monthly, based on the percentage of completion. Borrower will be entitled to request a release of the Loan Proceeds monthly. Lender will be under any obligation to release the Loan Proceeds, until all provision in article seven has been met. Thus, it is agreed that the Loan Proceeds will be used to reimburse Borrower for expenditures made for Approved Purposes. 6.2. Borrower may submit for reimbursement for repairs listed in the original work write-up which has been completed at the time of contract execution. Reimbursement shall be at a rate of 50%of the verified cost. 6.3 Completion of project: Borrower warrants that the Project will be completed within one year from the date of execution of the Loan Documents. If the Project is not completed within this time period, Lender may terminate this Agreement and Lender will be under no further obligation to release Loan Proceeds; Provided, however, that such termination by Lender shall not release Borrower from its commitment to repay loan proceeds already paid. s ARTICLE SEVEN CONDITIONS PRECEDENT TO RELEASES OF LOAN PROCEEDS 7.1. Loan proceeds shall be released based on the percentage of completion of work. Fifty percent (50%) of the completed work shall be the responsibility of the owner and fifty percent shall be paid from loan proceeds. A request for payment may be process monthly, on the last work day of the month. 7.2. Items to be furnished for release of loan proceeds: Lender will be under no obligation to release Loan Proceeds for the Project until the following items have been received: (1) Completed Request for Loan Proceeds in the form provided by Lender; (2) Borrower's certification that it has paid all costs for construction of the Project; If due and payable (3) Invoices reflecting expenditures and purposes of expenditures which will be reimbursed from the Loan Proceeds; (4) Affidavits from Contractor evidencing payments of all subcontractors and materials suppliers who provided labor and materials for the completed work; (5) A Release and Waiver of Lien and Indemnity Agreement in the form provided by the Lender, executed by the Contractor and each subcontractor who provided labor or materials for the completed work; (6) A certificate executed by Borrower that it is not in default under any of the loan documents and that all representations and warranties of Borrower contained in any such loan documents remain accurate, true, and correct; 9 (7) The Borrower shall comply with the Minority/Women Business Enterprises (M/WBE) level of participation in the rehabilitation of the project equaling forty percent (40%) of the construction and rehabilitation costs. Borrower agrees to submit to the City monthly cumulative reporting of subcontractor contracting activity through the Project's construction period. (8) Such other items as Lender shall reasonably require from time to time; 7.3. Final release of the loan proceeds. The final release of Loan Proceeds shall consist of all sums retained hereunder with respect to costs for Approved Purposes. The final release of Loan Proceeds shall not be made unless and until Borrower has delivered to Lender, in addition to the items required by other provisions of this Agreement,the following: (a) Certificate, affidavit, and warranty by Borrower and supporting evidence (including, but not limited to, waivers of lien and releases signed by all contractors and subcontractors) that: (i) the Project has been fully completed; and (ii) all bills for labor and materials have been paid in full; (b) Certificates acceptable to Lender stating that the development and the construction of the Project have been fully completed in strict accordance with the Exhibit"A" approved by Lender; including but not limited to insulation certificates, insect inspection and treatment certificates, roofing material warranties and other building material warranties, appliance warranties or any other certificates pertaining to the construction or furnishings of the Project. (c ) Evidence that Borrower has complied with all applicable laws pertaining to the location, development, and construction of the Project, and that all governmental authorities having jurisdiction have approved: (i)the location, development, and construction of the Project; and (ii) all other things that must be approved by governmental authorities, which evidence includes all completed building permits from applicable departments of the City of Fort Worth, attesting to the conformance of the Project to building,plumbing,electrical and mechanical codes. 10 7.4. Limitation on releases of the loan proceeds. Lender reserves the right, at any time when Lender shall in its sole judgment and discretion deem it necessary or desirable, to limit a part or all of any or all advances to those amounts necessary to payment of costs incurred by Borrower in connection with the terms and condition of this agreement. 7.5. Payments Directly to Contractors and Subcontractors. Lender may, in its discretion, after any default on the part of the Borrower, make payments by joint check to Borrower and any applicable contractor, subcontractor, materialman, or vendor. 7.6. Nothwithstanding anything contained herein to the contrary, in the event of any default by Borrower in the payment of the Note or any default under this instrument, Lender agrees to give the Borrower written notice of such default not less than thirty (30) days prior to any acceleration of the unpaid balance of the Note specifying the default and Borrower shall have thirty (30) day period from the date of the notice to cure such default. ARTICLE EIGHT BORROWER'S AGREEMENTS Borrower further agrees: (1) To comply with all valid laws, ordinances and regulations, whether state, federal or municipal applicable to the Property and its ownership, use and operation, specifically but not limited to: (a) the restriction of the Property; (b) the Texas Solid Waste Disposal Act, Health and Safety Code Sections 361.001 et seq.; (c) the Toxic Chemical Release Reporting Act, Health and Safety Code Section 370.001 et seq.: (d) the Comprehensive Environmental Response, Compensation, and Liability Act, 42 United States Code Sections 9601 et seq.; and (e) the Resource Conservation and Recovery Act, 42 United States Code Sections 6901 et seq. 11 (2) Construction of Project. That the Project will be constructed and fully equipped in a good and workmanlike manner with materials of high quality, strictly in accordance with the Plans and Specifications stated in the attached Exhibit "A", and that such construction and equipping will be commenced on or before the construction commencement date and prosecuted with due diligence and will be fully completed no later than one year from the date of the execution of the loan documents; (3) Changes in Exhibit "A". That no changes shall be made with regard to the terms and conditions specified in Exhibit "A" unless agreed by both the Lender and the Borrower in writing; (4) Extras and contract changes. That no substantial extras shall be allowed to any contractor and no material change shall be made in any contract without the Lender's prior written approval and consent; that Borrower shall furnish Lender promptly, after execution thereof, executed copies of all contracts between Borrower and Contractor which contracts shall be subject to Lender's approval as to its form, amount, and the contractor employed; (5) Inspection by Lender. That it will cooperate with Lender in arranging for inspections by representatives of the Lender of the progress of rehabilitation from time to time and will promptly comply with Lender's requirements and remedy on any unsatisfactory conditions regarding rehabilitation of improvements or in progress thereof; (6) Mechanics' liens and contest thereof. That it will not suffer or permit any mechanics' or materialmen's lien claims to be filed or otherwise asserted against the Project or any funds due the general contractor and will discharge the same within five (5) days from the date of its knowledge of or Lender's notice of the filing of any claims for lien or proceeding for the enforcement thereof, provided, however, that Borrower shall have the right to contest in good faith and with reasonable diligence the validity of any such lien or claim upon furnishing to the Lender such security or indemnity as it may require. 12 (7) Renewal of insurance. To pay all premiums on all insurance policies required from time to time, and as and when additional insurance is required, from time to time, during the progress of construction, and as and when any polices of insurance may expire, furnish to Lender, premiums prepaid, additional and renewal insurance policies in companies, coverage, and amounts satisfactory to Lender. Nothing in this paragraph contained shall affect the right of Lender hereunder, in the event of default by Borrower, to purchase insurance and treat the amount expended therefor as disbursement of the Loan Proceeds. (8) Assessments and taxes. Promptly pay when due any and all taxes and assessments for all or any part of the Land or Project which are or become payable by Borrower. (9) Expenses. Borrower will pay to Lender all recording fees. Any expenses so advanced or incurred by Lender shall be secured by the deed of trust. In the event that Lender shall expend any amounts in performance of any of Borrower's covenants or agreements under any of the loan documents, such amounts shall constitute additional indebtedness secured under the deed of trust. (10) Books and records. Borrower will keep accurate and proper books and records of the development of the Project and will at all reasonable hours allow Lender or its representative to examine such books and records and all contracts and bills relating to the Project. Failure to provide such access will be an event of default under this Agreement. (11) Personal property. That all of the personal property, fixtures, attachments, and equipment deliver on, attached to, or used in connection with the construction of the Project or the operation thereof will be kept free and clear of all chattel mortgages, conditional vendors' liens, and all liens, encumbrances, and security interests whatsoever, and that Borrower will be the absolute owner of said personal property, fixtures, attachments, and equipment, and will, from time to time, furnish Lender with satisfactory evidence of such ownership, including searches of applicable public records; 13 (12) Proceedings to enjoin or prevent construction. If any proceedings are filed seeking to enjoin or otherwise prevent or declare invalid or unlawful the construction, occupancy, maintenance, or operation of the Project or any portion thereof, Borrower will cause such proceedings to be vigorously contested in good faith, and in the event of an adverse ruling or decision, prosecute all allowable appeals therefrom, and will, without limiting the generality of the foregoing, resist the entry or seek the stay of any temporary or permanent injunction that may be entered, and use its best efforts to bring about a favorable and speedy disposition of all such proceedings. (13) Lender's attorney's fees for enforcement of agreement. In case of the default hereunder, Borrower, in addition to Lender's attorneys' fees, if any, to be paid pursuant to this Agreement, will pay Lender's attorneys' fees in connection with the enforcement of this Agreement; (14) Lender's action for its own protection only. The authority herein conferred on Lender and any action taken by Lender in making inspections of the Project, procuring sworn statements and waivers of lien, approving contracts and subcontracts and approving scope of the rehabilitation will be taken by Lender for its own protection only, and Lender does not and shall not be deemed to have assumed any responsibility to Borrower with respect to any such action herein authorized or taken by Lender or with respect to the proper construction of improvements, performance of contracts or subcontracts by any contractors or subcontractors, or prevention of claims for mechanic's lien; ARTICLE NINE DEFAULTS BY BORROWER The occurrence of any one or more of the following shall constitute an "event of default" as said term is used herein: 14 9.1. The failure or refusal of Borrower to pay principal of or interest on the Obligation, or any part thereof, as it becomes due in accordance with the terms of the Note or any other Loan Documents, which default is not covered within the time for cure as provided in the respective Loan Document in default, or, if no time for cure is so included, within 20 days after notice to Borrower of the default. 9.2. Failure of borrower for a period of twenty (20) days after written notice from Lender to Borrower to observe or perform any of the conditions by Borrower to be performed under the terms of any of the Loan Documents. 9.3. The disapproval by Lender at any time of any construction work and failure to cause the same to be corrected to the satisfaction of Lender within thirty (30) days. 9.4. Failure to complete the Project on or before the Completion Date. 9.5. Any unreasonable delay in the construction of the Project or a discontinuance for a period of thirty (30) days (subject to matters beyond Borrower's control), or in any event a delay in rehabilitation of the Project so that the same may not, in Lender's sole judgment, be completed on or before the Completion Period. 9.6. The bankruptcy or insolvency of any general contractor and failure of Borrower to procure a contract with a new contractor satisfactory to Lender within thirty (30) days from the occurrence of such bankruptcy or insolvency. 9.7. Failure of borrower to perform any of its agreements or occurrence of any default under the Note, the Deed of Trust, or any of the Loan Documents. 9.8. Voluntary debt relief. The act of Borrower or Guarantor of (a) executing an assignment for the benefit of creditors,—(b) admission in writing of (his) its inability to pay (his) its debts generally as they become due, (c) become insolvent, or (d) voluntary seeking the benefit or 15 benefits of any debtor relief law that could suspend or otherwise affect any of the rights of Lender granted in the Loan Documents. 9.9. The assignment, pledge, transfer, hypothecation, or other disposition, or the assignment or attempted assignment by Borrower of its rights under any of the Loan Documents, without the written consent of Lender as provided in the Loan Documents. 9.10. The discovery by lender of the existence of any collusion, bad faith or misrepresentation contained with in the Loan Documents which is known to or should have been known to Borrower. 9.11. Failure of borrower to comply with the Minority/Women Business Enterprises (M/WBE) level of participation in the rehabilitation of the project equaling forty (40%) of the construction and rehabilitation costs; to submit to the City monthly cumulative reporting of subcontractor contracting activity throughout the Project's construction period. ARTICLE TEN CERTAIN RIGHTS OF LENDER 10.1. Remedies upon default. On the occurrence of any event of default, Lender, in addition to all remedies conferred on Lender by law and by the terms of any of the Loan Documents may pursue any one or more of the following remedies concurrently or successively, it being the intent hereof that none of such remedies shall be to the exclusion of any others: (1) Acceleration. Declare the entire unpaid balance of the Obligation, or any part thereof, immediately due and payable whereupon it shall be due and payable without notice of nonpayment, demand for payment, presentment for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, notice of protest, or any other notice or demand of any kind, all of which are hereby expressly waived by Borrower and Guarantor. 16 (2) Withhold further disbursement of the proceeds of the loan; (3) Terminate any commitment to lend hereunder; (4) Exercise any and all Rights afforded by the Laws of the State of Texas, or by any of the Loan Documents. 10.2. Nonwaiver of remedies. No waiver of any breach or default hereunder shall constitute or be construed as a waiver by Lender of any subsequent breach or default or of any breach or default of any other provision of this Agreement. 10.3. Performance by Lender. Should any covenant, duty, or agreement of Borrower fail to be performed in accordance with the terms of the Loan Documents, Lender may, at its option, perform, or attempt to perform, such covenant, duty, or agreement on behalf of Borrower. In such event, Borrower shall, at the request of Lender, promptly pay to Lender any amount expended by Lender in such performance or attempted performance, together with interest thereon at the highest lawful rate from the date of such expenditure by Lender until fully paid. Notwithstanding the foregoing, it is expressly understood that Lender does not assume and shall never have, except by express written consent of Lender, any liability or responsibility for the performance of any duties of Borrower hereunder or in connection with all or any part of the Land or the Project. 10.4. Lender not in control. None of the covenants or other provisions contained in this Agreement shall, or shall be deemed to, give Lender the right to exercise control over the affairs and/or management of Borrower, the power of Lender being limited to the right to exercise the remedies provided in the other subsections of this article. 10.5. Waivers. The acceptance by Lender at any time and from time to time of part payment on the obligation shall not be deemed to be a waiver of any default then existing. No waiver by 17 lender of any default shall be deemed to be a waiver of any other then-existing or subsequent default. No delay or omission by Lender in exercising any right under the loan documents shall impair such right or be construed as a waiver thereof or any acquiescence therein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof, or the exercise of any other right under the loan documents or otherwise. 10.6. Cumulative rights. All Rights available to Lender under the Loan Documents shall be cumulative of and in addition to all other Rights granted to Lender at law or in equity, whether or not the Obligation be due and payable and whether or not Lender shall have instituted any suit for collection, foreclosure, or other action in connection with the Loan Documents. 10.7. Indemnification of lender. Borrower shall indemnify and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expense, and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender, in any way relating to, or arising out of, the Loan Documents or any of the transactions contemplated therein, to the extent that any such indemnified liabilities result, directly or indirectly, from any claims made or actions, suits, or proceedings commenced by or on behalf of any person other than Lender; provided that Lender shall not have the right to be indemnified hereunder for its own gross negligence or willful misconduct. 10.8. Application of proceeds. Lender shall be entitled to apply the proceeds of any sale of all or any part of the Land or the Project toward payment of the Obligation in such order and manner as Lender, in its discretion, may deem advisable. Borrower shall remain liable as to any deficiency, if any, and Lender shall account to Borrower for any surplus remaining after payment in full of the Obligation. 10.9. Expenditures by Lender. Any sums spent by Lender pursuant to the exercise of any right provided herein shall become part of the Obligation and shall bear interest at the Highest Lawful Rate from the date spent until the date of full repayment by Borrower. 18 ARTICLE ELEVEN MISCELLANEOUS PROVISIONS 11.1. Texas laws to apply. This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are to be performed in Tarrant County, Texas. 11.2. Parties bound. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise expressly provided herein. 11.3. Legal construction. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 11.4. Prior agreements superseded. This Agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. 11.5. Specific performance. The parties hereby declare that it is impossible to measure in money the damages which will accrue to a party hereto, his heirs, executors, administrators, legal representatives, successors, or assigns by reason of a failure to perform any of the obligations under this Agreement. Therefore, if a party hereto, his heirs, executors, administrators, legal representatives, successors or assigns shall institute any action or proceeding to enforce the provisions hereof, any person against whom such action or proceedings is brought hereto agrees that specific performance may be sought and obtained for any breach of this Agreement. 19 11.6. If Borrower seeks to sell or assign more than 40% (in the aggregate) of the corporation, Borrower agrees that such sale or assignment must comply with the terms applicable to the assumption of the Note, as described in the Note. 11.7. Counterparts - one agreement. This Agreement and all other copies of this Agreement insofar as they relate to the rights, duties, and remedies of the parties, shall be deemed to be one agreement. This Agreement may be executed concurrently in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 11.8.Notice. Unless otherwise provided herein, any notice, tender, or delivery to be given hereunder by either party to the other may be affected by personal delivery in writing or by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed received as of the date of mailing. 11.9. Modification. This Agreement may not be changed, terminated, or modified orally or in any manner other than by an agreement in writing signed by all of the parties hereto. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written. 20 LENDER BORROWER CITY OF FORT WORTH XA LIMITED PARTNERSHIP By: By: #;VAdtll Libby tson Bob Rogers Assistant City Manager General Partner Approved as to form and legality: ATTESTED Y 1 Assistant City Attorney f Contract #t rization STATE OF TEXAS 17&5111 COUNTY OF TARRANT Date BEFORE ME, the undersigned, a Notary Public in and for said State, on this day personally appeared Libby Watson, Assistant City Manager, of the City of Fort Worth, a home-rule municipal corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this oday of 199f Notary Public in and for ROSELLA BARNES the State of Texas iM ,r• NOTARY PUBLIC �F State of Texas Oi'� Comm. Exp.03-31-2001 21 STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned, a Notary Public in and for said State, on this day personally appeared Bob A. Rogers, of XA Limited Part, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. By: XA Limited Partnership Name: Bob A. Rogers Title: General Partnership Date: -� -6 .9l GIVEN UNDER MY HAND AND SEAL OF OFFICE, this tday of 199 N y Public in and for the State of Texas KATHY CAMP Notary Public,State of Texas My Coaunniaslon Expires 0644 ChgeConstrLA2 22 Exhibit A �. RIDGLEA VILLAGE - NARRATIVE OF CONSTRUCTION EXTERIOR COST Painting and Carpentry Repair $ 22,000.00 New Front Doors Metal With Magnetic Weather Stripping 44,700:00 Fence Replaced (3) BR Units 16,000.00 Pool Repairs to City Codes 3,700.00 Add Exterior Lighting and Rework Existing with 750 Watt Mercury Vapor 4,800.00 Repair and Rework Stairway and Landings 19,000.00 Add Boundary Fence and Access Gates 67,000.00 Roof and Gutter Repair 27,000.00 Parking Lot Repair-Seal-Stripe 31,000.00 Replace all Hot Water Distribution Pipes with Insulated Pipe 39,000.00 TOTAL EXTERIOR: $274,200.00 UNIT # INTERIOR COST (e) TOTAL 1 Replace Patio Door 730.00 Paint 460.00 Carpet 1360.00 2550.00 2 Replace Patio Door 730.00 Paint 460.00 Carpet 1,360.00 Floor Tile -(Kit. 2 2 Bath) 390.00 2940.00 3 Replace Patio Door 730.00 Paint 460.00 Carpet 1360.00 Floor Tile (Kit. 22 Bath) 390.00 2,940.00 4 Replace Patio Door 730.00 730.00 5 Paint 460.00 Front Door Encasement 125.00 Carpet 1360.00 Light Fixtures 85.00 Floor Tile (Kit. 2; Bath) 390.00 Sub Floor Repair 490.00 2,910.00 6 Replace Patio Door 730.00 730.00 7 Replace Patio Door 730.00 Paint 460.00 Light Fixtures 65.00 1,255.00 8 Replace Patio Door 730.00 Paint 460.00 Light Fixtures 65.00 Carpet 1,360.00 Retile (Kit. 22 Baths) 390.00 Sub Floor Repair 320.00 3 ,325.00 9 Vent Hood 60.00 Carpet 1360.00 Replace Compressor 420.00 Retile (Kit. 22 Baths) 390.00 2,230 .00 10 Replace Patio Door 730.00 730.00 11 Repair Sheetrock 195.00 Paint 460.00 Carpet 1360.00 Replace Counter Top 485.00 Cabinet Repair 920.00 Retile (Kit. 2; Baths) 390.00 Refrigerator 400.00 4 ,210.00 UNIT # INTERIOR COST (e) TOTAL 12 Replace Patio Door 730.00 Replace Carpet 1360.00 2,090.00 13 Replace Patio Door 730.00 Paint 460.00 Carpet 1360.00 Light Fixtures 85.00 Repair Sub Floor 530.00 3,165.00 14 Replace Patio Door 730.00 Paint 460.00 Carpet 1360.00 2,550.00 15 Replace Patio Door 730.00 Paint 460.00 Carpet 1360.00 2,550.00 16 Replace Patio Door 730.00 Paint 460.00 Carpet 1360.00 Retile (Kit. 22 Baths) 390.00 2,940.00 17 Replace Patio Door 730.00 730.00 18 Replace Patio Door 730.00 Repair Sheet Rock 320.00 Paint 460.00 Carpet 1360.00 Retile (Kit. 22 Baths) 390.00 Refrigerator 400.00 3,660.00 19 Replace Patio Door 730.00 Carpet 1360.00 2,090.00 20 Replace Patio Door 730.00 Repair Sheet Rock 250.00 Paint 460.00 Carpet 1360.00 Interior Door (2) 125.00 Refrigerator 400.00 Cabinet Repair 350.00 3,675.00 21 Replace Patio Door 730.00 Paint 460.00 Carpet 1360.00 Retile (Kit. 2; Baths) 390.00 2,940.00 Unit # INTERIOR COST (e) TOTAL 22 Replace Patio Door 730.00 Paint 460.00 Carpet 1360.00 Retile (Kit. 21Baths) 390.00 2,940.00 23 Replace Patio Door 730.00 Paint 460.00 Carpet 1360.00 Retile (Kit.-2Z Baths) 390.00 2,940.00 24 Replace Patio Door 730.00 730.00 25 Replace Patio Door 730.00 730.00 26 Replace Patio Door 730.00 Paint . 460.00 Carpet 1360.00 Retile (Kit. - 212 Baths) 390.00 2,940.00 27 Replace Patio Door 730.00 Dishwasher 300.00 Paint 460.00 Carpet 1360.00 Retile 390.00 3,240.00 28 Replace Patio Door 730.00 Carpet 1360.00 Retile (Kit. 21, Baths) 390.00 2,480.00 29 Replace Patio Door 730.00 Paint 460.00 Repair Sheet-Rock 185.00 Cabinet Repair 170.00 Carpet 1360.00 Floor Tile (Kit. 21 Baths) 390.00 Sub Floor Repair 485.00 3,780.00 30 Replace Patio Door 730.00 Refrigerator 400.00 Closet Door 65.00 Paint 460.00 carpet 1360.00 3,015.00 31 Replace Patio Door 730.00 730.00 3.2 Replace Patio Door 730.00 730.00 33 Replace Patio Door 730.00 730.00 34 Replace Patio Door 730.00 730.00 35 Replace Patio Door 730.00 730.00 36 Carpet 1360.00 1,360.00 UNIT # INTERIOR COST (e) TOTAL 37 Repair Sheet-Rock 260.00 Refrigerator 400.00 Paint 460.00 Carpet 1360.00 Retile (Kit. 2; Baths) 390.00 2,870.00 38 Paint 460.00 Carpet 1360.00 Retile (Kit. 2; Baths) 390.00 2,210.00 39 Replace Patio Door . 730.00 730.00 40 Replace Patio Door 730.00 730.00 41 Paint 460.00 Carpet 1360.00 Retile (Kit. 2; Baths) 390.00 2,210.00 42-B Replace Carpet 1020.00 Paint 375.00 Retile 225.00 Repair Sheet Rock 75.00 1,695.00 43A Carpet 820.00 Paint 325.00 Retile 185.00 1,330.00 44A Replace Patio Door 730.00 Replace Carpet 820.00 Paint 325.00 Retile 185.00 2,060.00 45A Patio Door 730.00 Carpet 820.00 Paint 325.00 Retile 185.00 2,060.00 46C Carpet 1150.00 Paint 400.00 Retile 310.00 Patio Door 730.00 2,590.00 47C Carpet 1150.00 Paint 400.00 Retile 310.00 Patio Door 730.00 2,590.00 48C Patio Door 730.00 730.00 49C Carpet 1150.00 Repair Sheet-Rock 75.00 Retile 310.00 Patio Door 730.00 Paint 400.00 2,665.00 UNIT # IN IOR COST (e) TOTAL 50C Patio Doors 730.00 730.00 51C Patio Doors 730.00 730.00 52 Carpet 1150.00 Paint 400.00 Cabinet Repair 85.00 Sub Floor Repair 120.00 Tile 310.00 2,070.00 53 Carpet 1150.00 Paint 400.00 Tile 310.00 1,960.00 Sub Floor Repair 100.00 54 Carpet 820.00 Paint 325.00 Tile 310.00 1,330.00 55 Carpet 820.00 Tile 185.00 11005.00 56 Trash Out - Sheet- Rock-Carpet-Vinyl 700.00 Replace Damaged Studs-Seal- Insulate 535.00 Electric Repairs-Lights-Rec. A/C 425.00 A/C-Air Handle-Duck's-themostat 460.00 Patio Door 730.00 Sheetrock-tape-Bed 810.00 Replace Doors-Trim 660.00 Seal and Paint 925.00 Cabinets & Tops 1225.00 Clean-Bath-Ceramic Tile 125.00 Lights-Plates Hardware Mirror 290.00 Kitchen Sink-Disposal 190.00 Seal and Repair Floor 225.00 Carpet-Pad 820.00 Tile 185.00 Commode-Sink-Mirror 195.00 Clean 100.00 Vent Hood 75.00 Refrigerator 400.00 Stove 350.00 Dishwasher 300.00 9,715.00 57B Carpet 1020.00 Refrigerator 400.00 Tile 225.00 Patio Door 730.00 2,375.00 58A Paint 325.00 Carpet 820.00 Tile 185.00 1,330.00 UNIT # INI-AIOR COST (e) TOTAL 59A Carpet 820.00 820.00 60B Paint 375.00 Carpet 1020.00 Floor Tile 225.00 Cabinet Repair 75.00 Patio Door 730.00 2,425.00 61B Paint 375.00 Carpet 1020.00 Floor Tile 225.00 Patio Door 730.00 2,350.00 62A -0- 63A -0- 64A Paint 325.00 Carpet 820.00 Tile 185.00 1,330.00 65A -0- 66B Paint 375.00 Carpet 1020.00 Tile 225.00 Patio Door 730.00 2,350.00 67B Patio Door 730.00 730.00 68B Patio Door 730.00 730.00 69B Stove 350.00 Paint 375.00 Carpet 1020.00 Floor Tile 225.00 Replace Door 120.00 Patio Door 730.00 2,820.00 70A -0- 71A Paint 325.00 Carpet 820.00 Replace Title 185.00 1,330.00 72A -0- 73A Paint 325.00 Replace Carpet 820.00 Tile 185.00 1,330.00 74D Patio Door 730.00 730.00 75D Paint 460.00 Carpet 1360.00 Tile 390.00 Patio Door 730.00 2,940.00 UNIT # IN-­ TOR COST (e) TOTAL 76A -0- 77A Paint 325.00 Carpet 820.00 Tile 185.00 1,330.00 78A Paint 325.00 Carpet 820.00 Floor Tile 185.00 1,330.00 79A Paint 325.00 .Carpet 820.00 Floor Tile 185.00 Repair Door 50.00 1,380.00 80B Paint 375.00 Floor Tile 225.00 Carpet 1020.00 Patio Door 730.00 2,350.00 81B Paint 375.00 Floor Tile 225.00 Patio Door 730.00 1,330.00 82B -Paint 375.00 Carpet 1020.00 Floor Tile 225.00 Patio Door 730.00 2,350.00 83B Patio Door 730.00 730.00 84A -0- 85A -0- 86A -0- 87A -0- 88B Paint 375.00 Carpet 1020.00 Floor Tile 225.00 Sub Floor 125.00 Patio Door 730.00 2,475.00 89B Patio Door 730.00 730.00 90A Paint 325.00 Carpet 820.00 Floor Tile 185.00 Sub Floor 100.00 1,430.00 91A -0- 92B Paint 375.00 Carpet 1020 .00 Floor Tile 225.00 Sub Floor 125.00 Patio Door 730.00 2,475.00 i UNIT # IN' [OR COST(e) TOTAL 93B Paint 375.00 Carpet 1020.00 Door Replacement 200.00 Refrigerator 400.00 Floor Tile 225.00 Patio Door 730.00 2,950.00 94A Paint 325.00 Carpet 820.00 Floor Tile 185.00 1,330.00 95A Paint 325.00 Carpet 820.00 Floor Tile 185.00 1,330.00 96A Paint 325.00 Carpet 820.00 Floor Tile 185.00 1,330.00 97A -0- 98B Paint 375.00 Carpet 1020.00 Floor Tile 225.00 Sub Floor 75.00 Patio Door 730.00 2,425.00 99B Paint 375.00 Carpet 1020.00 Floor Title 225.00 Sub Floor 75.00 Patio Door 730.00 2,425.00 100B Paint 375.00 Carpet 1020.00 Floor Tile 225.00 Sub Floor 100.00 Patio Door 730.00 2,450.00 101B Paint 375.00 Carpet 1020.00 Floor Tile 225.00 Sub Floor 100.00 Patio Door 730.00 2,450.00 102A Rework Sewer Line 750.00 under Apt. . Paint 375.00 Carpet 820.00 Floor Title 185.00 2,080.00 103A -0- 104A -0- UNIT # INTERIOR COST(e) TOTAL 105A Carpet 820.00 Paint 325.00 Floor Title 185.00 1,330.00 106E Patio Door 730.00 730.00 107B Patio Door 730.00 Carpet 1020.00 Paint 375.00 Floor Title 225.00 2,350.00 108A -0- 109A -0- 110E Carpet 1020.00 Paint 375.00 Floor Title 225.00 Patio Door 730.00 Electric Breaker 175.00 A/C Condensor 475.00 Stove 350.00 Dishwasher 300.00 3,650.00 111B Carpet 1020.00 Paint 375.00 Floor Title 225.00 Patio Door 730.00 2,350.00 112A -0- 113A Carpet 820.00 Title 185.00 1,005.00 114C Floor Title 310.00 310.00 115C Carpet 1150.00 1150.00 116C Carpet 1150.00 Floor Title 310.00 Doors 50.00 Sub Floor 100.00 Patio Door 730.00 2,340.00 117C Carpet 1150.00 Paint 400.00 Floor Title 310.00 Patio Door 730.00 2,590.00 118C Patio Door 730.00 730.00 119C Patio Door 730.00 730.00 120C Patio Door 730.00 730.00 UNIT # INTERIOR COST (e) TOTAL 121C Carpet 1150.00 Paint 400.00 Title 310.00 Patio Door 730.00 2,590.00 122C Patio Door 730.00 730.00 123C Patio Door 730.00 Carpet 1150.00 Ceiling Repair 175.00 A/C Parts .325.00 Paint 400.00 Electric Parts 200.00 Floor Title 310.00 3,290.00 124C Paint 400.00 Sheetrock Repair 100.00 Window Seals 150.00 Termite Damage 350.00 Carpet 1150.00 Floor Title 310.00 Refrigerator 400.00 Dishwasher 300.00 Sub Floor 150.00 3,310.00 125C -0- 126A -0- 127A -0- 128A Patio Door 730.00 730.00 129E Floor Title 225.00 Paint 375.00 Carpet 1020.00 Patio Door 730.00 2,350.00 130A -0- 131A Ceramic Title Repair 150.00 Paint 325.00 Carpet 820.00 Floor Title 185.00 1,480.00 132B Sewer Line Unit 400.00 Carpet 1020.00 Door Repair 75.00 Floor Title 225.00 Sub Floor 100.00 Patio Door 730.00 2,550.00 133E Carpet 1020.00 Floor Tile 225.00 Paint 375.00 Patio Door 730.00 2,350.00 UNIT # IN,ERIOR ( COST (e) TOTAL 134A -0- 135A Refrigerator 400.00 Sheetrock Repair 125.00 Paint 325.00 Ceramic Title 175.00 Door Repair 75.00 Carpet 820.00 Floor Title 185.00 2,105.00 136A Floor Title 185.00 Paint 325.00 Carpet 820.00 1,330.00 137A Floor Title 185.00 Carpet 820.00 Paint 325.00 1,330.00 138B Floor Title 225.00 Carpet 1020.00 Paint 375.00 Sub Floor 125.00 Patio Door 730.00 2,475.00 139C Paint 400.00 Carpet 1150.00 Patio Door 730.00 2,280.00 140B Carpet 1020.00 Patio Door 730.00 1,750.00 141E Paint 375.00 Carpet 1020.00 Floor Title 225.00 Patio Door 730.00 2,350.00 142A Paint 325.00 Carpet 820.00 Floor Title 185.00 1,330.00 143A -0- 144A Paint 325.00 Sub Floor Repair Major 600.00 Carpet 820.00 Floor Title 185.00 Refrigerator 400.00 Stove 350.00 2,680.00 145A Paint 325.00 Sheetrock Repair 100.00 A-C Repair 300.00 Dishwasher 300.00 Stove 350.00 Carpet 820.00 Floor Title 185.00 2,380.00 UNIT # IN:'ERIOR COST(e) TOTAL 148A Carpet 820.00 Floor Title 185.00 Paint 325.00 1,330.00 149A Carpet 820.00 Floor Title 185.00 Paint 325.00 1,330.00 TOTAL: $248,240.00 EXHIBIT B BEING all of Lots 5, 6, and 7 Ridglea Park, an Addition to the City of Fort Worth, Tarrant County, Texas, as recorded in Volume 388-37, Page 67, Plat Records, Tarrant County, Texas, and all of Lots 5, 6 and 7, being more particularly described by metes and bounds as follows: BEGINNING at a %Z" iron pin found for the most westerly corner of said Lot 5, said pin also being in the easterly right-of-way line of Westridge Avenue, an 80 foot public right-of-way and also being in the southerly right-of-way line of Westridge Lane, a 60 foot public right-of-way; THENCE with the southerly right-of-way line of said Westridge Lane North 72° 33' 40" East a distance of 479.47 feet to a 5/8" iron pin found at the beginning of a curve to the left having a radius of 366.75 feet; THENCE with said curve an arc distance of 36.77 feet(Long Chord North 69° 41' 20" East, 36.75 feet)to a 5/8" iron pin found; THENCE North 66° 49' 00" East, a distance of 444.41 feet to an "X" cut in concrete found at the beginning of a curve to the right having a radius of 220.00 feet; THENCE with said curve an arc distance of 89.79 feet (Long Chord North 78° 30' 30" East, 89.16 feet) to a 5.8" iron pin found; THENCE South 89° 48' 00" East, a distance of 28.65 feet to a 5/8" iron pin set in the westerly right-of-way line of Ridglea Lane a public right-of-way of 60 feet, said point also being the most northerly east corner of said Lot 7, said pin also being in a curve to the left having a radius of 500.00 feet; THENCE with the westerly right-of-way line of said Ridglea Lane an arc distance of 204.06 feet (Long Chord South 11° 29' 30" east, 202.64 feet) to a 5/8" iron pin found; THENCE South 23° 11' 00" East, a distance of 32.12 feet to a 5/8" iron pin set in the northerly right-of-way line of West Vickery Boulevard, a public right-of-way of 70 feet, said pin also being the most easterly corner of said Lot 7; THENCE with the northerly right-of-way line of said West Vickery Boulevard, South 661 49' 00" West, a distance of 1,001.08 feet to a '/2" iron pin found at the beginning of a curve to the right having a radius of 50.00 feet; THENCE with said curve an arc distance of 82.49 feet (Long Chord North 65° 55' 30" West, 73.45 feet) to a 5/8" iron pin found, said pin also being in the easterly right-of-way line of said Westridge Avenue; THENCE with the easterly right-of-way line of said Westridge Avenue,North 18° 40' 00" West a distance of 256.68 feet to the POINT OF BEGINNING of lots herein described and containing 286,212 square feet or 6.571 acres of land, more or less. EXHIBIT «C» PROMISSORY NOTE FORT WORTH $261.000.00 November 1, 1997 TARRANT COUNTY, TEXAS I. FOR VALUE RECEIVED, after date, in the manner and on the dates and in the amounts so herein stipulated, the undersigned,jointly and severally, promises to pay to the City of Fort Worth, a home rule municipal corporation, or order, the sum of TWO HUNDRED SIXTY-ONE THOUSAND AND NO 1100 DOLLARS ($261,000.00), bearing interest thereon at the APPLICABLE FEDERAL RATE OF INTEREST (the "Note Rate") in effect on the Contract Date on the principal amount hereof from time to time outstanding. Notwithstanding the foregoing, the Note is due and payable as follows,to-wit: The terms of the note will be for (ten) years at the applicable federal rate of interest five percent (5%), the interest will begin to accrue on the principal of the note 365 days from the date of this instrument. The first payment of interest only will be due on the first day of the proceeding month following the 365`h day and continue for one year. The first payment of principal and interest will be due on the first day of each month and continuing for the remainder of the ten year term until all accrued interest and principal is paid in full. If a scheduled payment is not received by the 10'h of the month in which it is due, Borrower agrees to pay a late penalty amounting to 10% of the monthly payment, on which penalty interest shall accrue. Interest shall be calculated to the date of each installment paid on the unpaid principal, and the payment then credited, first to the discharge of the accrued interest, and the balance to the reduction of the principal. The Borrower (Maker) shall have the privilege of prepaying the entire unpaid principal balance of this Note, together with (a) all accrued and unpaid principal and interest thereon at the Note Rate with out the payment of prepayment penalty or premium. II. This Promissory Note and the Loan represented hereby shall be assumable from Borrower, provided that any subsequent holder must be approved by the City as if the new holder were an original Borrower, such approval shall not be unreasonably withheld or delayed. F7. �'--1 11 1� -,�I�7 1�0 RD _ ,a This Note is secured by a Deed of Trust of even date herewith, executed by the Borrower to Edwin S. Cook, in care of the City of Fort Worth Department of Housing, Trustee, conveying the property as follows: Being all of Lots 5, 6, 7, Ridglea Park, an Addition to the City of Fort Worth, Tarrant County, Texas, as recorded in Volume 388-37, Page 67, Plat Records, Tarrant County, Texas, and all of Lots 5, 6, 7, being more particularly by metes and bounds. III. Except as set forth in this instrument or the Deed of Trust given to secure the payment of this Promissory Note, or the Construction Loan Agreement, the failure to pay this Note or the failure to meet any of its other terms, at the option of the Lender, matures the full amount of this Note, and it shall at once become due and payable without notice and the lien given to secure its payment may be foreclosed; and the failure to exercise this option shall not constitute a waiver of the right of the Lender to exercise it in the event of any subsequent default. IV. Except as set forth in this Promissory Note or in the Deed of Trust or Construction Loan Agreement, the Borrower, and all endorsers, and all persons liable or to become liable on this Note, waive demand,protect and notice of demand,protest and non-payment. V. If this Note is placed in the hands of an attorney for collection or is collected through the Probate Court or the Bankruptcy Court or through other legal proceeding, the Borrower promises to pay, at attorney's fees, and additional amount equal to ten percent (10%) of the amount then owing on this Promissory Note, if the Lender is the prevailing party. VI. Notwithstanding any other provision to the contrary in this Promissory Note or in the Deed of Trust or in the Construction Loan Agreement, in the event of any default by Borrower in the payment of this Promissory Note, and any default under the Deed of Trust or Construction Loan Agreement, Lender agrees to give the Borrower written notice of such default and provide Borrower with thirty (30) days to cure the default prior to any acceleration of the unpaid balance of this Promissory Note. VII. Lender understand that this Promissory Note is a second lien note, second and inferior to any and all first lien promissory notes executed by Borrower, including, but not limited to, one (1) Promissory Note in the original am unt of moo-00 , executed by Borrower and payable to the order of Af�$ wherein the Property is given as security for the payment of the Bo wer's first 44 promissory note and Lender will, upon request by Borrower, execute subordination agreements in favor of any first lender of Borrower wherein the Property is given as security for the payment of the first lien promissory note, subordinating the Promissory Note and the Deed of Trust to the first lien holder. ti VM. Lender agrees that the Borrower, its general partner and limited partners, shall have no personal liability for the payment of this Promissory Note or other indebtedness or obligations as defined in the Deed of Trust given to secure payment of this Promissory Note or in the Construction Loan Agreement executed of even date herewith, and that Lender's sole and exclusive remedy in the event of a default hereunder, shall be limited to the foreclosure of its lien against the Property. In witness whereof, this Note has been duly executed by the Borrower, as of this day of 1997 BORROWER: XA Limited Partnership, dba Ridglea Village Apartments 5208 Airport Freeway Fort Worth, Texas 76117 BY: �6k-& a,4�� Bob Rogers e � Y► THE STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, on this day personally appeared k ab known to me to be the person whose name is subscribed to the forgoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 1997. (Print or Type Name of Notary Public) Notary Public in and for the State of My Commission Expires: PY Po Y I H NKINS ?U` Notary Public * t STATE OF TEXAS � My Comm F.xp 07 14/2001 THE STATE OF TEXAS COUNTY OF TARR.ANT BEFORE ME, the undersigned authority, on this day personally appeared known to me to be the person whose name is subscribed to the forgoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 1997. (Print or Type Name of Notary Public) Notary Public in and for the State of My Commission Expires: Ext.CP—Na DEED OF TRUST DATE: November 1, 1997 GRANTOR: XA Limited Partnership,dba Ridglea Village Apartments 5208 Airport Freeway . Fort Worth, Texas 76117 TRUSTEE; Edwin Cook TRUSTEE'S Mailing Address (including county): City of Fort Worth 1000 Throckmorton Fort Worth,Tarrant,Texas 76102 BENEFICIARY; City of Fort Worth BENEFICIARY'S Mailing Address {including County) Housing Department C/O Rental Rehabilitation Loan Program 1000 Throckmorton Street Fort Worth,Texas 76102 NOTE{S): Date: November 1, 1997 Amount: $261,000.00(principal)(with the interest calculated as of the applicable Federal rate of interest in effect as of the date of this Deed of Trust) Maker: Payee: City of Fort Worth Terms of Payment: As stated on Note. PROPERTY(including any improvements): PRIOR LIEN (s): It is stipulated, covenanted and agreed that the lien created by this instrument shall be and remain secondary and inferior to the lien (s) securing the payment of that one (1) certain other Promissory Note in the principal sum of $2,100,000.00 1" Mortgage, dated April 27, 1993 executed by Maker, payable to the order of Payee, more fully described in the Deed of Trust recorded in the Tarrant County Deed of Records at Volume 11031 Page 1163, in Fort Worth,Texas and any and all substitutions, replacements, modification, renewals, and refinancing thereof. The Payee herein agrees to execute subordination agreements when requested by the Maker so that this Deed of Trust remains secondary and inferior to any first lien deed of trust on the Property,whether the first lien deed of trust is executed before or after this Deed of Trust. For value received and to secure payment of the Note,and fulfillment of other conditions contained herein, Grantor conveys the property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property. If Grantor performs all the covenants stated herein,and pays the Note according to its terms,this Deed of Trust shall have no further effect,and Beneficiary shall release it at Grantor's expense. GRANTOR'S OBLIGATIONS: Grantor agrees to: 1. Allow Beneficiary to inspect improvements to the property; 2. Abide by all other terms of the Note and to pay amounts.specified therein when same are due and payable; 3. Keep the property in good repair and a safe and sanitary condition: Maintain Premises and Permit Inspection. Cause the Property to be maintained, at Grantor's sole expense, in good, first class condition and cause to be made, at Grantor's sole expense, all repairs, renewals, replacements, additions, and improvements thereof or thereto and permit the Trustee and Beneficiary to enter into or upon the Property at reasonable times during normal business hours for the purpose of investigating and inspecting the condition and operation of the property; and will not commit or knowingly permit any waste of the property or any part thereof or make or permit to be made any alterations or additions to the property which would have the effect of materially diminishing the value thereof; 4. Promptly pay or cause to be paid when due and owing: (a) all taxes,assessments,and governmental charges legally imposed upon the (b) all expenses including insurance premiums incurred or arising from the normal use and ownership of the Property;and (C) any and all rentals payable in respect of the Property. 5. Preserve the priority of the second lien established in this Deed of Trust, unless otherwise agreed by Beneficiary; 6. Maintain, in a form and in amounts acceptable to Beneficiary,an insurance policy or polices that: (a) covers all improvements for their full insurable value as determined when the policy is issued and renewed,unless Beneficiary approves a smaller amount in writing; (b) provides coverage for personal injury or death; (C) provides fire and extended coverage,including windstorm coverage; (d) protects Beneficiary with a standard mortgage clause; (e) provides flood insurance at any time the property is in a flood hazard area; (fl contains such other coverage as Beneficiary may reasonable require; subject to no increase in the premiums;and (g) not with standing any other provision in this Deed of Trust or Construction Loan Agreement to the contrary, Grantor shall have the right to apply any insurance proceeds, in whole or in part, either to repair the Property or to make payment on the Note secured hereby,at its discretion. 7. Deliver copies of the insurance policy or policies to Beneficiary and deliver copies of renewals to Beneficiary at least ten days before expiration; 8. Keep any buildings occupied as required by the insurance policy; 9. Pay all prior lien notes on the property and notify the Beneficiary 10. Perform punctually and properly all of Grantor's covenants, duties and liabilities under any other security agreement, guaranty agreement or assignment of the any kind existing as security for or in connection with payment of the Note; 11. Refrain from the conveyances of the property or any part thereof,by sale, trade,transfer, assignment, lease or any other method of conveyance, without fast having obtained the express, written consent (which consent will not be unreasonable withheld or delayed) 12.Notify Beneficiary upon payment in full of first lien; 13. Comply with the following U.S. Department of Housing and Urban Development long-term owner obligations (described in 24 CFR 511.11(d) (1)) for a period of ten (10) years or the term of the Promissory Note whichever is greater. (a) the Project shall remain in private ownership and in primarily residential rental use for the required period, unless the project is sold to another private owner who agrees to continue to manage the property in accordance with rental Rehabilitation Program requirements for the remainder of the required period, or a hardship exception is approved by the Beneficiary for reasons that occur after completion of the rehabilitation; (b) the Grantor shall not convert the units in the project to condominium ownership or.any form of cooperative ownership not eligible for assistance under this part for the required period; (c) the Grantor shall not discriminate against prospective tenants on the basis of their receipt of, or eligibility for,housing assistance under any Federal, State or local housing assistance program or, except for a housing project for elderly persons,on the basis that the tenants have a minor child or children who will be residing with them. Grantor agrees to these conditions for the life of the Promissory Note or for ten(10) years from the date of execution of the Promissory Note, which ever is longer;or (d) the Grantor shall comply with the nondiscrimination and equal opportunity requirement and with the affirmative marketing requirements and procedures adopted under 24 CFR 511.13, for the required period. 14. The Grantor shall comply with the commitment made to the City Council regarding its Minority/Women Business Enterprises (M/WBE)to achieve a minimum level of participation in the rehabilitation of the project equaling $208,800 of the construction and rehabilitation costs. Grantor agrees to submit to the Beneficiary monthly cumulative reporting of subcontractor activity thoughout the project's construction period. 15. The Grantor shall provide 24-hour security to the property by maintaining restricted access by supervised security gates,as well as periodic patrol of the premises by certified personnel. BENEFICIARY'S RIGHTS: 1. Beneficiary may appoint in writing a substitute or successor trustee, succeeding to all rights and responsibilities of Trustee. 2. If the proceeds of the Note are used to pay and debt secured by prior liens,Beneficiary is subrogated to al of the rights and liens of the holders of any debt so paid. 3. In the event that the Beneficiary receives any proceeds under any insurance policies, Beneficiary will deliver the proceeds to the Grantor and the Grantor will use the proceeds to repair or replace damaged or destroyed improvements covered by the insurance policy. 4. If Grantor fails to perform any of Grantor's obligations, Beneficiary may perform those obligations and be reimbursed by Grantor on demand at the place where the Note is payable for any sums so paid, including reasonable attorney's fees,plus interest on those sums from the dates of payment at the rate stated in the Note for matured, unpaid amounts. The sum to be reimbursed shall be secured by this deed of trust. 5. If Grantor defaults on the Note or fails to perform any of Grantor's obligations under this Deed of Trust or if Default occurs on a prior lien note, the Construction Loan Agreement between Beneficiary and Grantor or other instrument, Beneficiary may, after written notice to the Grantor and the passage of thirty(30)days,and providing such default is not cured,then: (a) Declare the unpaid principal balance and earned interest on the note immediately due; (b) Request Trustee to foreclose this lien,in which case Beneficiary or Beneficiary's agent shall give notice of the foreclosure sale as provided by the Texas Property Code as then amended;and (c) Purchase the property at any foreclosure sale by offering the highest bid and then have the bid credited on the note. TRUSTEE'S DUTIES: If requested by Beneficiary to foreclose this lien,Trustee shall: 1. Either personally or by agent give notice of the foreclose sale as required by the Texas Property Code as then amended; 2. Sell and convey all or part of the property to the highest bidder for cash with a general warranty binding Grantor,subject to prior liens and to other exceptions to conveyance and warrant;and 3. From the proceeds of the sale,pay,in this order. (a) expenses for foreclosure; (b) to Beneficiary, the full amount of principal, interest, attorney's fees, and other charges due and unpaid; (c) any amounts required by law to be paid before payment to Grantor;and (d) to Grantor,any balance. GENERAL PROVISIONS: 1. Proceeding under this Deed of Trust, filing suit for foreclosure,or pursuing any other remedy will not constitute an election of remedies. 2. This lien shall remain superior to liens later created even if the time of payment of all or part of the note is extended or part of the Property is released, unless otherwise agreed by Beneficiary. Beneficiary acknowledges that the Grantor will place a fast lien on the Property which will remain first and superior to this Deed of Trust lien and that the Grantor has the right to replace, renew, modify, change or amend the fast lien on the Property and at any time that there is a fast lien on the Property, or a first lien is later placed upon the Property,then this lien will remain a second lien to the first of lien of any lender providing permanent financing on the Property and the Beneficiary will execute a subordination agreement subordinating its rights to that first lien indebtedness. 3. If any portion of the note cannot be lawfully secured by this Deed of Trust, payments shall be applied first to discharge that portion. 4. Subject to the terms of any first lien indebtedness, Grantor assigns to Beneficiary all sums payable to or received by Grantor from condemnation of all or part of the property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the property. After deducting any expenses incurred, including attorney's fees, Beneficiary may release any remaining sums to Grantor or apply such sums to reduce the note. Beneficiary shall not be liable for failure to collect or to exercise diligence in collecting an such sums. S. Grantor assigns to Beneficiary absolutely, not only as collateral, all present and future rent and other income and receipts from the property. Leases are not assigned. Grantor warrants the validity and enforceability of the assignment. Grantor may as Beneficiary's licensee collect rent and other income and receipts as long as Grantor is not in default under the Note or this Deed of Trust. Grantor will apply all rent and other income and receipts to payment of the note and performance of this Deed of Trust,but if the rent and other income and receipts exceed the amount due under the note and Deed of Trust,but if the rent and other income and receipts exceed the amount due under the note and Deed of Trust,Grantor may retain the excess. If Grantor defaults in payment of the note or performance of this Deed of Trust, Beneficiary may terminate Grantor's license to collect and then as Grantor's agent may rent the property if it is vacant and collect all rent and other income and receipts. Beneficiary neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the property. Beneficiary may exercise Beneficiary's rights and remedies under this paragraph without taking possession of the property. Beneficiary shall apply all rent and other income and receipts collected under this paragraph first to expenses incurred in exercising Beneficiary's rights and remedies and then to Grantor's obligations under the note and this Deed of Trust in the order determined by Beneficiary. Beneficiary is not required to act under this paragraph, and acting under this paragraph does not waive any of Beneficiary's other rights or remedies. If Grantor becomes voluntarily or involuntarily bankrupt, Beneficiary's filing a proof of claim in bankruptcy will be tantamount to the appointment of a receiver under Texas law. 6. The term note includes all sums secured by this Deed of Trust. 7. This Deed of Trust shall bind, inure to the benefit of,and be exercised by successors in interest of all parties. 8. If Grantor and Maker are not the same person,the term Grantor shall include Maker. 9. Lender agrees that the Borrower, and its general partners,as well as its limited partners, shall have no personal liability for the payment of the Note or any indebtedness or obligations under this Deed of Trust or the Construction Loan Agreement, and Lender's sole and exclusive remedy shall be to foreclose this Deed of Trust in the event of a default under the terms of the Note,this Deed of Trust, or the Construction Loan Agreement. GRANTOR: XA Limited Partnership,dba Ridglea Village Apartments 5208 Airport Freeway Fort Worth, Texas 76117 BY: Name bt TITLE: STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned, a Notary Public in and for said State, on this day personally appeared /M own to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this a-'. day of 1997. hc�-V'� Q, � s Notary Public in Ind for the State ofd �r;,C.�srsv°,!ShrrSC,c�:r1:v Po BFVFRL`!J HANKINS Notary Public My Commission Expires: * * STATE OF TEXAS sr �p5 My Comm Fxp 07 1412001 9Tf�rS`� Approved as to form and legality: Date Assistant City Attorney CITY OF FORT WORTH !� LibbyNatson Assistant City Manager STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned, a Notary Public in and for said State, on this day personally appeared Libby Watson, of City of Fort Worth, a home-rule municipal corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this)C—day of 19#i Notary Public in and for " ROSELLA BARNES the State of Texas NOTARY PUBLIC 'rt State of Texas Comm. Exp, 03-31-2001 My Commission Expires: 1)3­ ExhDdottttt City of Fort Wortk. Texas Mayor and Council Communication DATE REFERENCE NUMBER LO(' NAM$ PAGE 07/15/97 C- 16181 05HOME 1 of 5 sysJscT AFFORDABLE HOUSING DEVELOPMENT FUND ALLOCATIONS RECOMMENDATION: It is recommended that the City Council: 1. Approve the use of $266,200.00 in HOME funds from the .Affordable Housing Development Fund (AHDF), and $55,300.00 in HOME match funds from the AHDF and; approve the.transfer of the following funds for the AHDF; and Home 1995 . $266,200.00 Home 1996 55,300.00 2. Authorize the City Manager to execute contracts, not to exceed a combined total of $321,500.00 in HOME funds and 'HOME match funds with the .following housing . sponsors; and a. $100,000.00 deferred payback loan to the Salvation Army for construction of an elevator. to provide accessibility for persons with disabilities at its transitional . • housing facility; b: $70,000.00 to Neighborhood Housing Services, Inc. for. construction of single family.infill housing; c. $151,500.00deferred payback loan to Volunteers of America for rehabilitation of transitional housing. 3. Approve the use of $150,000.00in Community Development Block Grant (CDBG)funds from the Affordable Housing Development Fund; and 4. Authorize the City Manager'to execute a contract for deferred payback loan not to exceed $150,000.00 with the Presbyterian Night Shelter for construction of a Safe Haven for mentally ill homeless; and 5. Approve the use of $261,000.00 in Rental Rehab funds from the Affordable Housing Development Fund; and /6. Authorize the City Manager to execute a contract for a loan not to exceed $261,000.00 with XA Limited Partnership for multi-family rehabilitation; and . 7o Authorize the contract performance period on all five contracts to begin on the date signed and end May 30, 1999. T City of Fort Wortk Texoars Mayor and Council Communication DATE M1XRENCE NUMBER I,OG NAME PAGE 07/15/97 C- 16181 05HOME 2 of 5 SUWEc'T AFFORDABLE HOUSING DEVELOPMENT. FUND ALLOCATIONS DISCUSSION: On November 19, 1996, (M&C G-11680) the City Council allocated $1,143,668.00 in total funding to establish the Affordable Housing Development Fund. This total funding is comprised of $222,368.17in combined Year XVI, XIX, XX and-XXI Community Development Block Grant (CDBG) funds, $500,000.00 in federal HOME Investment Partnership Act funds, $316,000.00 in Rental Rehabilitation funds, and $105,300.00 in HOME match funds. • The Affordable Housing Development Fund is intended to leverage city funds by generating greater participation from nonprofit and/or for-profit organizations in preserving and developing affordable housing opportunities.-A Request for Proposals was issued on.December 9, 1996. A proposers' conference was held on January 11, 1997'at 3:00 p.m. Thirteen proposals were received by the due date of February 28, 1997. One proposal was received on March 25, i997. Staff provided technical assistance and held discussions with the applicants on their proposals. A total funding amount of $2,968,789.00 was requested by the fourteen proposers, $2,197,789.00 for rehabilitation, and $771,000.00 for new construction. Staff is recommending funding totaling $732,500,00 for'five organizations. The remaining balance. . of $411,168.00will be carved over and made available in a future Request For Proposals. A brief description of projects recommended for funding follows. A more detailed description of sponsors and theie projects is included in Attachment A. AGENCY SCOPE OF WORK AMOUNT FUNDING TYPE Presbyterian Night New construction . $150,000.00 CDBG Shelter of Safe H* aven for mentally ill homeless (20 units) Neighborhood Housing Infll Housing. 70,000.00 ` Services construction HOME line of credit Salvation Army Construction of elevator $100,000.00 HOME to remove architectural barrier for persons with disabilities (49 units) r • , City of Fort monk Texas Mayor and Council Communication DAIS REFERENCE NUMBER I.OG NAND PAGE 07/15197 1 C- 16181 05HOME I 3 of 5 svaTSCr AFFORDABLE HOUSING DEVELOPMENT FUND (AHDF) ALLOCATIONS Volunteers of America Rehabilitation of rental $151,500.00 HOMEMOME housing units for chemically ($96,200 HOME) Match dependent low income ($55,300 HOME Match) persons XA Limited Partnership Rehabilitation of the 149 $261,000.00 Rental Rehab Unit Ridglea VillageProgram Apartments TOTAL $732,500.00 Sponsors requesting funds but not recommended are as follows: NAME AMOUNT REQUESTED REASON FOR NOT FUNDING Fort Worth Housing. $348,000.00 Proposed property Authority acquired by another organization. ' J & B Trust $ 7,500.00 Project contains severe and flood structural hazards. One Day at a Time $175,000.00 Organization needs.to develop- its internal control and management infrastructure. Project contains built in code violations and proposes no leverage. Cross Roads Living. $750,000.00 Project too large for current management's capacity. The organization needs to build stronger internal - control and project management infrastructure. CZty Of_F70rt Wortk Te6c4gs Mayor and Council Communication DOTS' R;Z a=CE NUMBER LOG NAM$ PAM 07/15/97 C- 16181 1 05HOME I 4 of 5 �T AFFORDABLE HOUSING DEVELOPMENT FUND (AHDF) ALLOCATIONS Walker Johnson $ 27,530.00 Proposed rent structure not attainable in project's market. -More appropriate rent levels suggest the project would. Shilo Economic not be financially feasible. Development Corp. $ 50,000.00 Poor leveraging of City funds. Habitat for Citizens $ 75,000.00 Organization needs to demonstrate further progress with City Funds already received. House of Prayer • $ 75,000.00 Organization needs to develop internal control and management infrastructure. No leveraging for City funds. Armadillo Flats $200,000.00 Application was submitted after the official deadline. Application currently being considered for funding from other City funds. This recommendation was forwarded to the City Council by the Safety and Community Development Committee on July 8, 1997. City of Fort Wortk Texas Mayor and Council Communication DAT$ REFERENCE NIIL�ER LOG NAM PAGE 07/15/97 C- 16181 05HOME 5 of 5 SOWECr I AFFORDABLE HOUSING DEVELOPMENT FUND (AHDF) ALLOCATIONS FISCAL INFORMATION/CERTIFICATION: .The Director-of Fiscal Services certifies that upon approval of recommendations, funds will be available in the current operating budget, as appropriated, of the Grant Funds. LW:f Sd Mwed fa Ctb MwWws FUND ACCOUNT CENTER. AMOUNT cny sEcRwARY Otisoe br. (yo) (I)GR76 5391M 005206104062 5100.000.00 Libby watsoa 6183 (1)GR76 5391M 005206104063 70.000.00 Cd&alogDgarhnWElea& (1)GR76 539120 005206107043 55.300.00 'APPROVED (1�6 55339 20 OOS20610>700 100,W-00 CITY COUNCIL 7aaac was= 7537 (from) JUL (1)GR76 539120 005206104520 5266.200.00 (i)GR76 539120 005206107120 55.300.00 &C"A4•" (Z)GR76 539120 005206104062 100.000.00 �F�o> (2)GR76 539120 005206104063 70AM.00 City (Z)GR76 539120 005206107043 55.900.00 (2)GR76 539120 005206104064 96.200.00 (3)GR76 5391M 005206101300 100.000.00 For AddWood ratocmadoa (4)GR76 539120 005206101700 100A00.00 Contace (4)GR76 539120 005206088230 50.000.00 Sew=walka 7537 1 (6)GiR92 VARIOUS 005206078000 261.000.00