HomeMy WebLinkAboutContract 63276-LR1CSC No. 63276-LR1
LAND USE RESTRICTION AGREEMENT
Columbia Renaissance Square Phase III
THIS LAND USE RESTRICTION AGREEMENT ("LURA") is made effective as of
July 18, 2025 , by and between COLUMBIA RENAISSANCE SQUARE III, LP a Texas limited
partnership ("Partnership" or "Owner"), as Grantor, and CITY OF FORT WO TH, TEXAS, a
municipal corporation of the State of Texas ("City"), as Grantee.
WITNESSETH:
WHEREAS, on November 19, 2024 City agreed to award (1) American Rescue Plan Act
("ARPA") funds in the amount of $1,500,000.00, (2) Emergency Rental Assistance 2 ("ERA2")
funds in the amount of $4,000,000.00 and (3) HOME Investment Partnership ("HOME") funds in
the amount of $2,523,547.40, each as a zero percent interest loans (ARPA, ERA2 and HOME,
collectively the "Loans"), for the purpose of constructing, developing, and operating a new 100
unit affordable housing development in to be known as Columbia Renaissance Square Phase III
located at 2757 Moresby Street, Fort Worth, Texas 76105 (the "Project") wholly in Council
District 8 (M&C 24-1025);
WHEREAS, the City found that the Project serves the public purpose of providing decent,
safe, and affordable housing to moderate -to -low-income City residents and that the contracts and
their accompanying loan documents will provide adequate controls to ensure the public purpose is
fulfilled;
WHEREAS, as a condition to City making the Loans, Owner must agree to comply with
certain occupancy, rent and other restrictions for a minimum of twenty (20) years in order to
comply with the affordability requirements, and agrees to convey to City certain covenants and
restrictions that will burden the hereinafter described real property so that the Project will meet the
requirements of the ERA2 and HOME programs ("Federal Requirements");
NOW, THEREFORE, in consideration of the making of the Loans by the City and the
disbursement of any part thereof, and in order to comply with the Federal Requirements, Owner
(together with its successors and assigns and subsequent owners of the Project), hereby agrees that
the following restrictions shall apply to the real property described in the attached EXHIBIT "A":
1) A minimum of ten (10) units rented or available for rent shall be to households
whose annual incomes do not exceed 50% of area median income ("AMP'), as set annually by
HUD with adjustments for family size. These ten (10) units may not overlap any other unit
requirements from lending provided by the City.
2) Owner hereby acknowledges and agrees that the Project is to be owned, managed
and operated as a rental housing project for affordable housing and, that HOME specific units must
be occupied only by income eligible households as defined in the HOME contract and will be
subject to the following restrictions and covenants:
a. Low and High HOME Rents. HOME Units must meet one of the following
Land Use Restriction Agreement
Columbia Renaissance Square III, LP
OFFICIAL RECORD
CITY SECRETARY Page 1
FT. WORTH, TX
rent requirements:
(1) Low HOME rent does not exceed 30% of the annual income of a
family at 50% of AMI adjusted for family size. High HOME rent does not exceed
30% of the annual income of a family at 65% of AMI adjusted for family size. The
Project will provide three (3) units at Low HOME rent and seven (7) units at High
HOME rent. Low and High HOME rents may not exceed the maximum rent
limitations established by HUD minus utility allowances.
(2) the rent does not exceed 30% of the family's adjusted income. If the
family receives Federal or Texas project -based rental subsidy and the very low-
income family pays as a contribution toward rent not more than 30% of the family's
adjusted income, then the maximum rent (tenant contribution plus project -based
rental subsidy) is the rent allowable under the Federal or Texas project -based rental
subsidy program.
b. The Owner will not refuse to lease a unit to a certificate holder, voucher
holder or any other such beneficiary of any rental assistance program because of the status
of the prospective tenant as a holder of such certificate, voucher, or comparable tenant -
based rental assistance document.
3) Owner must verify that all tenants are income -eligible households with full tenant
documentation at the time the initial lease for a unit is executed. Tenants must certify the number
of people in tenant's household along with such person's names and ages. Owner shall obtain
financial information on all members of a tenant's household.
4) Tenant Income. Owner must use the definition of annual income used by 24 CFR
Part 65.609 to establish tenant income eligibility and shall use the most current HUD Income
Guidelines. Owner must verify that all tenants are income -eligible households with full tenant
documentation. Owner must verify the income of the tenants of the units annually after the initial
lease is executed and through the Affordability Period with full tenant documentation. Owner must
maintain copies of tenant documentation. In the event that a unit is occupied by a tenant who is
not an income -eligible households, Owner shall have thirty (30) days to remediate the program
deficiency.
5) Lease and Tenant Selection. Owner's resident agreement for the units shall comply
with 24 CFR Part 92.253, the Tenant protections and selection criteria under the HOME program.
Owner's tenant selection policy and criteria shall be consistent with the purpose of providing
housing in accordance with the Federal Regulations including addressing non—discrimination and
affirmative marketing.
6) The Project shall be maintained to and fully comply with all City Codes and federal
Housing Quality Standards.
7) The Affordability Period for the Project is twenty (20) years ("Affordability
Period"). The Affordability Period begins on the date that the project status is changed to
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Columbia Renaissance Square III, LP
"complete" in the Integrated Disbursement and Information system, HUD's project tracking
system.
8) The preceding use restriction and Affordability Period (i) shall run with the land,
(ii) shall be binding upon the Owner and Owner's heirs, personal representatives, successors and
assigns, and (iii) shall be enforceable by actions at law or in equity by the City, its successors and
assigns and/or one or more third -party beneficiaries. For the purpose of this Land Use Restriction
Agreement, a third -party beneficiary shall be any member of an income -eligible unit as defined in
the Contracts. Owner hereby subjects the Project (including the Project site) to the covenants,
reservations and restrictions set forth in this Land Use Restriction Agreement and Owner hereby
declares its express intent that the covenants, reservations and restrictions set forth herein shall, be
deemed covenants running with the land and shall, pass to and be binding upon Owner's successors
in title to the Project. Each and every contract, deed or other instrument hereafter executed
covering or conveying the Project or any portion thereof shall conclusively be held to have been
executed, delivered and accepted subject to such covenants, reservations and restrictions as set
forth in such contract, deed or other instruments.
9) Owner hereby agrees to execute further documentation required by the City, the
County, the United States Department of Housing and Urban Development or the United States
Department of the Treasury which may be necessary to cause this Land Use Restriction Agreement
to comply with the laws, ordinances and/or regulations referenced herein or in the Contracts (or
any other applicable laws that supplement, amend, restate, replace or otherwise pertain to such
laws, ordinances and/or regulations).
10) Sale or Transfer of the Land or Project. Until the termination of this LURA, Owner
hereby covenants and agrees not to sell, transfer or otherwise dispose of any portion of the real
property or Project, without obtaining the prior written consent of the City. Any transfer or
disposition of the real property or the Project without the written agreement of the City, in a form
as will meet the requirements of a conveyance of real property in Texas, shall be null, void and
without effect, shall cause a reversion of title to Owner and shall be ineffective to relieve Owner
of its obligations under this document. Nothwithstanding the foregoing, the written agreement of
the City is not required for situations involving foreclosure or assignment in lieu of foreclosure by
a senior lender of the Project.
11) Owner and City hereby declare their understanding and intent that the covenants,
reservations and restrictions set forth herein directly benefit the real property.
12) Default; Remedies. City shall declare an "Event of Default" to have occurred
hereunder if City becomes aware or is notified in writing of a default in the performance or
observance of any covenant, agreement or obligation of Owner set forth in this LURA, and if such
default remains uncured for a period of sixty (60) days after written notice of such default shall
have been given by City to Owner.
In the event of any action at law or suit in equity by one party to this LURA against another
party with respect to this LURA, the party prevailing in such action shall receive from the other
party and the other party shall pay to the prevailing party, in addition to all other sums which may
Land Use Restriction Agreement Page 3
Columbia Renaissance Square III, LP
be payable to the prevailing party as a result of such action, a reasonable sum for the prevailing
party's attorneys' fees and costs and other expenses of such action or suit.
No failure to exercise and no delay in exercising any right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise
thereof, or the exercise of any other right. The rights and remedies herein provided shall be in
addition to all other rights or remedies provided by law. No modification or waiver of any
provision of this LURA, or consent to departure here from, shall be effective unless in writing and
signed by the parties and no such modification, consent, or waiver shall extend beyond the
particular case and purpose involved. No notice or demand given in any case shall constitute a
waiver of the right to take other action in the same, similar or other instances without such notice
or demand.
13) Owner shall cause this document, and all amendments and supplements hereto and
thereto, to be recorded and filed in the real property records of Tarrant County and in such other
places as City may reasonably request. Owner shall pay all fees and charges incurred in connection
with any such recording.
14) This LURA shall be governed by the laws of the State of Texas.
15) Headings and titles herein are for convenience only and shall not influence any
construction or interpretation.
16) If any provision of this LURA shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining portions hereof shall not in any way be affected or
impaired thereby.
17) If any provision of this LURA conflicts with any provision of the ERA2 and/or
HOME contract, the provisions of the ERA2 and/or HOME contract will govern to the extent
of the conflict. The ERA2 and HOME contracts are on file with the City Secretary's Office
as a public and official document of the City.
[Signature Pages to Follow]
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Columbia Renaissance Square III, LP
IN WITNESS WHEREOF, Owner and the City have executed this document by duly
authorized representatives, all on the date first written hereinabove.
OWNER:
COLUMBIA RENAISSANCE SQUARE III, LP,
a Texas limited partnership
By: Columbia Renaissance Square III
Partners, LLC, a Georgia limited liability
company, its general partner
By:
Carmen Chubb, President
Date:
STATE OF §
COUNTY OFF �t1 §
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This instrument was acknowledged before me on �1� (�T , 2025 by
Carmen Chubb of Columbia Renaissance Square III, LP, a Texas limitedpartnership, on behalf of
said corporation. '
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Land Use Restriction Agreement Page S
Columbia Renaissance Square III, LP
IN WITNESS WHEREOF, Owner and the City have executed this document by duly
authorized representatives, all on the date first written hereinabove.
ATTEST: �F FOR>°�cpd
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City Secretary
M&C 24-1025 Dated November 19, 2024
CIT FORT ORTH
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By. ,
Dana urghdoff, Assistant City Manager
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Date: , V
APPROVED AS TO FORM AND LEGALITY:
Leslie L. Hunt, enior Aity Attorney
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on , 2025, by f-f,
Assistant City Manager of the City of Fort Worth, a Texas iAunicipal corporation, on behalf of
said corporation.
VIRGINIA R. VILLALOBOS
PGA^Notary Public, State of Texas
o
.'y= Comm. Expires 12-16-2026
Notary ID 134109141
Land Use Restriction Agreement
Columbia Renaissance Square III, LP
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 6
EXHIBIT "A"
Legal Description
TRACT 1: (Fee Simple)
Being Lot 3R-2, Block 1, of LOTS 3R-1 & 3R-2, BLOCK 1, MASON HEIGHTS ADDITION, an Addition to the City of
Fort Worth, Tarrant County, Texas, according tc the Map thereof recorded in cc# D219205261, of the Real
Property Records of Tarrant County, Texas, beinq 9.949 acres per ma\p.
TRACT 2: (Easement)
Non -Exclusive easement created pursuant to Access Easement and Agreement from Columbia Renaissance
Square I, L.P., a Texas limited partnership to Columbia Renaissance Square III, L.P., a Texas limited partnership,
dated -J—/2025, filed _/_/2025, recorded in cc# D225. Real Property Records, Tarrant County,
Texas. (to be filed at closing)
Land Use Restriction Agreement Page 7
Columbia Renaissance Square III, LP
City of Fort Worth, Texas
Mayor and Council communication
DATE: 11/19/24 M&C FILE NUMBER: M&C 24-1025
LOG NAME: 19COLUMBIA RENAISSANCE III CONTRACT FUNDS
SUBJECT
(CD 8) Authorize Financial Actions that Support Columbia Renaissance Square Phase III, an Affordable Housing Development Located at 2757
Moresby Street, Fort Worth, Texas, 76105, Authorize Execution of Loan Documents to Provide Federal Funding in an Amount Up to
$8,023,547.40, and Find that the Financial Actions Supporting the Development Serve a Public Purpose and that Adequate Controls are in Place
RECOMMENDATION:
It is recommended that the City Council:
1, Authorize reallocation of $523,547.40 in HOME Investment Partnership Program funds to benefit Columbia Renaissance Square Phase III;
2. Authorize expenditure in the amount of $2,523,547.40 of HOME Investment Partnerships Program grant funds in the form of a subordinate,
forgivable loan to Columbia Renaissance Square III, LP, or a related entity, for the development of Columbia Renaissance Square Phase III;
3. Authorize the substitution of current and prior funding years in order to meet commitment, disbursement, and expenditure deadlines for grant
funds from the United States Department of Housing and Urban Development;
4. Authorize a subordinate, forgivable loan of up to $4,000,000.00 in Emergency Rental Assistance 2 funds and $1,500,000.00 in American
Rescue Plan Act funds pursuant to the subrecipient awards to the Columbia Renaissance Square III, LP and documentation to ensure
compliance with applicable federal regulations;
5. Authorize the City Manager or his designee to execute all related contracts, subawards, loan documents, and other documents necessary for
lending activities and compliance with federally funded affordable housing projects;
6. Authorize the City Manager or his designee to extend the contracts if such extensions are necessary for completion of the project, and to
extend all other required documents for lending activities as necessary for the development of the project;
7. Authorize the City Manager or his designee to amend the contracts and other required documents if necessary to achieve project goals,
provided that the amendments are within the scope of the project and in compliance with City policies and applicable laws and regulations
governing the use of federal funds;
8. Authorize that forgivable loans that support Columbia Renaissance Square Phase III can be converted to a non -forgivable loan if needed to
reduce a risk of negative tax implications; and
9. Find that providing federally funded loans with 0% interest serves the public purpose of providing decent, safe, and sanitary housing for low-
income residents, and that adequate controls are in place through the various loan documents and agreements to ensure the public purpose
is carried out.
DISCUSSION:
Backaround
The purpose of this Mayor and Council Communication (M&C) is to approve financial measures to support the affordable housing multifamily
development, Columbia Renaissance Square Phase III (Project). This initiative supports the City's Comprehensive Plan by providing quality,
affordable housing for low- to moderate -income residents while promoting economic development and revitalization in the City. The Project is part
of the Renaissance Heights Master Plan, featuring mixed -use development that includes affordable housing for seniors and families, along with
retail, community services, and other amenities in Southeast Fort Worth. Funding for the development will come from various sources, including the
HOME Investment Partnership Program (HOME), Emergency Rental Assistance 2 (ERA2) funds, and American Rescue Plan Act (ARPA) funds.
Additionally, it will be financed through 4% (non-competitive) Housing Tax Credits awarded by Texas Department of Housing and Community
Affairs (TDHCA) and tax-exempt bonds through the Tarrant County Finance Corporation.
Columbia Renaissance Square III, LP (Owner) is an affiliate of Columbia Residential Communities, LLC (Developer) of Atlanta, Georgia, a highly
experienced multifamily tax credit developer who has owned and operated over 34 developments throughout the country. They currently own and
operate the two affordable developments Columbia Renaissance Square Phase I and Columbia Renaissance Square Phase II. The Project will
complete the multifamily component of the Renaissance Heights Master Plan. Columbia Renaissance Square Phase III will consist of 100 new and
affordable housing units targeting different income brackets. 10 units will be designated as `deeply affordable' for individuals earning at or below
30% of the Area Median Income (AMI), 29 units for those earning between 31 % and 50% AMI, 41 units for those earning between 51 % and 60%
AMI, 11 units for those eaming between 61 %-70% AMI, and 9 units for those earning between 71 % and 80% AMI. Construction of the Project will
begin in February 2025 and take approximately 18 months to complete.
Citv Fundina Sources
HOME Investment ParnnershiD
On August 8, 2023, City Council approved the 2023-2027 Consolidated Plan and the 2023-2024 Action Plan (M&C 23-0631) that committed
$1,000,000.00 of HOME funds to the Project, and on June 25, 2024, City Council approved the 2024-2025 Action Plan (M&C 24-0552) which
committed an additional $1,000,000.00 in HOME funds for a total award of $2,000,000.00.
With the Developer facing a Project -financing gap, City staff identified $523,547.40 in unprogrammed HOME funds and published a notice of
intent in the Fort Worth Star -Telegram to change the use of these federal grant funds to support the Project. The notice proposed the reallocation
and included a substantial amendment to the City's 2018-2019, 2019-2020, and 2020-2021 Action Plans. The public comment period was from
August 17, 2024 through September 16, 2024; no comments were received. HOME Loan Terms:
1. Loan term to commence on execution of the loan documents and terminate 40 years after Project stabilization. Payment of principal and
accrued, unpaid interest will be due 40 years after Project conversion, coterminous with the final payment date of permanent loan;
2. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents;
3. Performance of the HOME requirements and payment of the HOME loan, if required, will be secured by a deed of trust and HOME Deed
Restrictions on the real property through the affordability period or the loan term, whichever is longer;
4. Affordability period to begin on the date the Project status is changed to "Complete" in the Integrated Disbursement and Information System
(IDIS) and to continue for 20 years thereafter;
5. HOME loan to be subordinate to any constructionlpermanent financing and any financing provided by Fort Worth Housing Finance
Corporation;
6. HOME -assisted units will be designated according to the HOME regulations with a 20-year affordability period;
7. HOME funds will be provided on a reimbursement basis for eligible costs only; and
8. Development and operation will comply with all HOME Regulations in 24 Code of Federal Regulations (CFR) Part 92 et seq.
The expenditure of HOME funds is conditioned upon the following:
1. Compliance with all HOME requirements contained in 24 CFR Part 92 et seq;
2. Satisfactory underwriting in accordance with federal guidance for use of HOME funds and City policies for funding of HOME units;
3. Review of all other financial commitments including conventional and government loan commitments, equity commitments, etc., as well as
any other sources of funds including grants;
4. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58;
5. Receipt of authorization to use grant funds from U.S. Housing and Urban Development (HUD);
6. Receipt of acceptable, fully executed loan documents; and
7. Closing on all other financing for the Project.
Approval of this M&C allows Action Plan funding years to vary and be substituted in order to expend the oldest grant funds first. Appropriations
supporting the HOME loan will come from the annual program appropriation for the funding years against which the loan is booked.
American Rescue Plan Act
On September 12, 2023, City Council approved the reallocation of $3,000,000.00 in ARPA funds to be equally split between two housing projects,
Columbia Renaissance Square Phase III and The Nest, after the permanent supportive housing project initially approved for the funding failed to
materialize (M&C 23-0742). The $1,500,000.00 in ARPA funds to support the Project shall be specifically for the purpose of supporting the 10
deeply affordable units, with a goal to add permanent supportive housing to the Project as available. The Developer has agreed to coordinate with
City staff and the local Continuum of Care to achieve this goal.
ARPA Loan Terms:
1. Loan to be subordinate only to construction/permanent loans and the City's Home Investment Partnership loan;
2. Interest rate of 0%;
3. Deed of Trust and Promissory Note to secure both payment of the loan and performance of any requirements described in the loan
agreement;
4. Loan to be forgiven at the end of the term given all requirements are met;
5. Term of the loan to be 20 years; and
6. Confirmation of loan commitments from other lenders satisfactory to the City.
Emeraencv Rental Assistance 2
On September 12, 2023, City Council approved the acceptance of a $4,000,000.00 subaward of ERA2 funds from Tarrant County (County) (M&C
23-0742), and, subsequently, on January 23, 2 02 3, City Council approved entering into an InterlocaI Agreement with the County to administer the
funds for the purpose of developing two affordable housing projects (M&C 24-0029). The Interlocal Agreement between the City and the County
was executed on January 29, 2024 and specified $3,500,000.00 to go toward the Project and $500,000.00 toward a transitional housing
development, Casa Mia.
County staff and City staff determined Casa Mia ineligible for funding due to the nature of its program, and the County shall determine if these
funds will be allocated to Columbia Renaissance Square Phase III, This M&C authorizes expenditures up to $4,000,000.00 to support the Project
under the County's discretion and direction.
ERA2 Loan Terms:
1. Loan to be subordinate only to construction/permanent loans, the City's Home Investment Partnership Loan, and the City's American
Rescue Plan Act loan;
2. Interest rate of 0%;
3. Deed of Trust, Land Use Restriction Agreement, and Promissory Note to secure both payment of the loan and performance of any
requirements described in the loan agreement;
4. Term of the loan to be 20 years;
5. Loan to be forgiven at the end of the term given all requirements are met; and
6. Confirmation of loan commitments from other lenders satisfactory to the City.
Staff Recommendation
Staff recommends approving the expenditure and execution of contracts and related loan documents with Columbia Renaissance Square Phase
III, LP in the amount of $2,523,547.40 in HOME funds. In addition, Staff recommends approving the expenditure of $1,500,000.00 in ARPA funds
and up to $4,000,000.00 in ERA2 funds through loans to Columbia Renaissance Square Phase III, LP.
Through this M&C, the City Council finds that the Project serves a public purpose by assisting the City in fulfilling its goals under the Neighborhood
Conservation and Affordability Plan, by providing accessible and affordable housing for low- to moderate -income residents and supporting
economic development and revitalization. The Council further finds that adequate controls are in place through the various loan documents and
agreements to ensure that the public purpose is carried out.
Funding is budgeted in the Home (PY211FY22), American Rescue Plan Act, Tarrant County ERAP2 and the Home Grant (PY231FY24) projects
within the Grants Operating Federal Fund for the Neighborhood Services Department for the purpose of providing federal funding for Columbia
Renaissance Square Phase III City Project.
FISCAL INFORMATION 1 CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Grants Operating
Federal Fund to support the approval of the above recommendations and award of the contract. The Neighborhood Services Department (and
Financial Management Services) will be responsible for the collection and deposit of funds due to the City. Prior to an expenditure being
incurred, the Neighborhood Services Department has the responsibility to validate the availability of funds. These are reimbursement and fee for
services grants.
Submitted for Citv Manaaer's Office bv: Jesica McEachem 5804
Oriainatina Business Unit Head: Kacey Bess 8187
Additional Information Contact: Chad LaRoque 2661
Dyan Anderson 7398
Expedited
FORT WORTH
Routing and Transmittal Slip
Neighborhood Services
Department
DOCUMENT TITLE: Land Use Restriction Agreement
City of Fort Worth and Columbia Renaissance Square III, LP
M&C 24-1025 CPN
DATE:
TO:
1. Dyan Anderson
2. Chad LaRoque
3. Leslie Hunt
4. Dana Burghdoff
5. Ronald Gonzales
6. Jannette Goodall
7. Allison Tidwell
CSO # 63276 DOC#
INITIALS DATE OUT
DYAN Ande n(Jul 16,202514:03 CDT) 07/16/2025
f-, 9i'Y
Chad LaRoque (Jul 16, 202514:08 CDT)
Signed 07/15/2025
Signed 07/15/2025
K� 07/16/2025
07/16/2025
DOCUMENTS FOR CITY MANAGER'S SIGNTURE: All documents received from any and all City
Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE
APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review
and take the next steps.
NEEDS TO BE NOTARIZED: ❑ Yes X No
RUSH: X Yes ❑ No SAME DAY: ❑ Yes U No NEXT DAY: XYes ❑ No
ROUTING TO CSO: X Yes ❑ No
Action Required:
❑ As Requested
❑ For Your Information
* Signature/Routing and or Recording
❑ Comment
❑ File
❑ Attach Signature, Initial and Notary Tabs
X Attach Signature