HomeMy WebLinkAboutContract 62420-CD1D225131460 07/21/2025 07:37 AM Page: 1 of 15 Fee: $76.00 Submitter: Republic Title of Texas, Inc.
Electronically Recorded by Tarrant County Clerk in Official Public Records otj-�
MARY LOUISE NICHOLSON
COUNTY CLERK
CSC No. 62420-CD1
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS
AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN
THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER'S LICENSE NUMBER.
1003-326686 FW5 RTT
Deed of Trust
Security Agreement - Financing Statement
ARPA Funds
Terms
Date: July 18, 2025
Grantor: Columbia Renaissance Square I1I, LP, a Texas limited partnership
Grantor's Mailing Address:
Carmen Chubb
President and Chief Operating Officer
Columbia Renaissance Square ITI, LP
1718 Peachtree St. NW Ste. 684
Atlanta, GA 30309
404-874-5000
Copy to:
Shikha Jerath
Development Manager
Columbia Renaissance Square ITI, LP
1718 Peachtree St. NW Ste. 684
Atlanta, GA 30309
706-951-2510
Trustee: Leslie Hunt or Denis McElroy
Trustee's Mailing Address:
City Attorney's Office
City of Fort Worth
100 Fort Worth Trail
Fort Worth, TX 76102
Tarrant County
Lender: City of Fort Worth, a Texas municipal corporation
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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Lender's Mailing Address:
City of Fort Worth
Neighborhood Services Department
Attention: Housing Development Manager
100 Fort Worth Trail
Fort Worth, Texas 76102
Tarrant County
Loan Authority:
The loan evidenced by this Deed of Trust (the "Loan") is being made pursuant to
grant monies from the United States Department of the Treasury ("Treasury")
under Section 603(c)(1)(A) of Title VI of the Social Security Act with Non -
Revenue Recovery Funds for the construction of ten (10) Deeply Affordable Units
with a Good Faith Effort to provide Permanent Supportive Housing in support of
an affordable housing development known as Columbia Renaissance Square III, as
more fully described in Contract No.62420 between Grantor and Lender.
Obligations
Note
Date: July 18, 2025
Original Principal Amount: $1,500,000.00
Borrower: Columbia Renaissance Square III, LP
Lender: City of Fort Worth
Terms of Payment: As provided in the Note
Maturity Date: As described therein and in the Contract (as defined
below)
In addition, Obligations shall include compliance by Grantor with the ARPA
requirements more particularly described in Section F. below.
Property (including any improvements):
Being a tract of land situated in the J. Justice Survey, Abstract No. 859, City of Fort
Worth, Tarrant County, Texas and being a portion of Lot 1 R2, Block 1 of the
Mason Heights Addition, an addition to the City of Fort Worth as recorded in
Document No. D215133856 of the Plat Records, Tarrant County, Texas
(P.R.T.C.T.) and a portion of Lot 2R1, Block 1 of the Mason Heights Addition, an
addition to the City of Fort Worth as recorded in Document No. D216184248
(P.R.T.C.T.) and being a portion of that tract of land described as Tract 2 in
instrument to FW Mason Heights, L.P. as recorded under Document No.
D207002963 of the Official Records of Tarrant County, Texas, and being more
particularly described as follows;
BEGINNING at a 1/2 inch iron rod found with plastic cap stamped "WAI" at the
westerly common corner of Lots 1 R1 and 1 R2, Block 1 of Mason Heights
Addition, said point also being on the east line of a tract of land described in
instrument to Fort Worth Independent School District as recorded in Volume 2547,
Page 198 of the Deed Records of Tarrant County, Texas;
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THENCE, North 00 degrees 39 minutes 22 seconds West along the west line of
said Lot 1 R2, Block 1 and east line of said Fort Worth ISO tract, a distance of
427.87 feet to a 1/2 inch iron rod found with plastic cap stamped "WAI" at the
northwest corner of said Lot 1 R2;
THENCE, along the north lines of said Lot 1 R2, Block 1 and Lot 2R1, Block 1 the
following courses:
North 89 degrees 18 minutes 38 seconds East, passing a 5/8
inch iron rod found with plastic cap stamped "Huitt-Zollars"
at the northeast corner of said Lot 1 R2 at a distance of
574.53 feet, said point being common with the northwest
corner of said Lot 2R1, Block 1) and continuing in all a total
distance of 699.17 feet to a point for a corner from which a
5/8 inch iron rod found with plastic cap stamped'WAI" bears
South 16 degrees 48 minutes 06 seconds East at a distance
of 0.27 feet;
South 00 degrees 38 minutes 54 seconds East, a distance of
43.51 feet to a 5/8 inch iron rod found with plastic cap
stamped "Dunaway";
North 89 degrees 10 minutes 52 seconds East, a distance of
463.93 feet to a point for a corner at the northeast corner of
said Lot 2R1, Block 1 from which a 1/2 inch iron rod found
with plastic cap stamped 'WAI" bears South 30 degrees 54
minutes 51 seconds East at a distance of 0.36 feet and from
which a 1 /2 inch iron rod found with plastic cap stamped
"WAI" at the northeast corner of Lot 3, Block 1 of the Mason
Heights Addition, an addition to the City of Fort Worth,
Texas as recorded under Document No. D212201535 of the
Plat Records of Tarrant County, Texas bears North 89
degrees 10 minutes 52 seconds East at a distance of 535.81
feet;
THENCE, South 09 degrees 50 minutes 14 seconds East along the east line of said
Lot 2R1, Block 1, a distance of 251.95 feet to a 5/8 inch iron rod found with plastic
cap stamped "Huitt-Zollars" at the common corner of Lots 2R1 and 2R2, Block 1
of said Mason Heights Addition;
THENCE, South 89 degrees 27 minutes 40 seconds West along the common line
between said Lots 2R1 and 2R2, Block 1, a distance of 418.79 feet to a 5/8 inch
iron rod found with plastic cap stamped "Huitt-Zollars" at a common corner of Lots
2R1 and 2R2, Block 1 of said Mason Heights Addition;
THENCE, South 00 degrees 32 minutes 20 seconds East along the common line
between said Lots 2R1 and 2R2, Block 1, a distance of 144.57 feet to an "X" cut
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found in concrete for a corner;
THENCE, South 89 degrees 48 minutes 25 seconds West departing the said
common line between Lots 2R1 and 2R2, Block 1, a distance of 484.22 feet to a
1/2 inch iron rod found with plastic cap stamped "WAI" at a common inner corner
between Lots 1 R1 and 1 R2, Block 1 of said Mason Heights Addition;
THENCE, South 89 degrees 48 minutes 25 seconds West continuing along the
common line between said Lots 1 R1 and 1 R2, Block 1, a distance of 300.01 feet
to the POINT OF BEGINNING and containing 433,395 square feet or 9.949 acres
of land, more or less. (all together known as the "Property").
Notwithstanding any other provision in this Deed of Trust, the term "Property" does
not include personal effects used primarily for personal, family, or household
purposes.
In addition to creating a deed -of -trust lien on the Property described, Grantor also
grants to Lender a security interest in all of the above -described personal property
pursuant to and to the extent permitted by the Texas Uniform Commercial Code.
Prior Liens:
The lien created by this ARPA Deed of Trust is and shall be subject and subordinate in
all respects to the liens, terms, covenants and conditions of the Deed of Trust, Security
Agreement — Financing Statement securing that certain Promissory Note of even date
in the original principal amount of $1,500,000.00 made by Grantor and payable to the
City of Fort Worth ("Senior Lender") evidencing the indebtedness arising from the
loan by Senior Lender to Grantor ( the "Senior Indebtedness"). This ARPA Deed of
Trust is and shall be subject and subordinate in all respects to the liens, terms, covenants
and conditions of the loan documents evidencing the Senior Indebtedness ("Senior
Loan Documents").
Subject to the terms of the Senior Loan Documents, if default occurs in payment of
any part of principal or interest of the Senior Indebtedness, or in observance of any
covenants contained in the Senior Loan Documents, the entire debt secured by this
Deed of Trust will immediately become payable at the option of Lender.
Other Exceptions to Conveyance and Warranty:
Validly existing easements, rights of way, and prescriptive rights, whether of record
or not; all presently recorded and validly existing restrictions, reservations,
covenants, conditions, oil and gas leases, mineral interests, and water interest
outstanding in persons other than Grantor, and other instruments, other than
conveyances of the surface fee estate, that affect the Property; validly existing rights
of adjoining owners in any walls and fences situated on a common boundary; any
discrepancies, conflicts or shortages in area or boundary lines; any encroachments
or overlapping of improvements.
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For value received and to secure performance of the Obligations, Grantor conveys
the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the
Property, subject to the Other Exceptions to Conveyance and Warranty. On performance
of the Obligations, including payment of the Loan and all other amounts secured by this
Deed of Trust and performance of the terms of the Loan Documents and the requirements
of the ARPA Program, this Deed of Trust will have no further effect, and Lender will
release it at Grantor's expense.
Clauses and Covenants
A. Grantor's Obligations
Grantor agrees to-
1. defend title to the Property subject to the Other Exceptions to Conveyance
and Warranty and preserve the lien's priority as it is established in this Deed of Trust;
2. obey all laws, ordinances, and restrictive covenants applicable to the
Property;
3. if the lien of this Deed of Trust is not a first lien, pay or cause to be paid all
prior lien notes pursuant to their respective terms and abide by or cause to be abided by all
prior lien instruments; and
4. notify Lender in writing of any change of address.
Grantor agrees not to -
I. do or intentionally or knowingly permit anything to be done that will impair
the security of this Deed of Trust.
B. Lender's Rights
1. Lender or Lender's mortgage servicer may appoint in writing a substitute
trustee, succeeding to all rights and responsibilities of Trustee.
2. If the proceeds of the Loan are used to pay any debt secured by prior liens,
Lender is subrogated to all the rights and liens of the holders of any debt so paid.
3. Notwithstanding the terms of the Note to the contrary, and unless applicable
law prohibits, all payments received by Lender from Grantor with respect to the
Obligations or this Deed of Trust may, at Lender's discretion, be applied first to amounts
payable under this Deed of Trust and then to amounts due and payable to Lender with
respect to the Obligations, to be applied to late charges, principal, or interest in the order
Lender in its discretion determines.
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4. If Grantor fails to perform any of Grantor's Obligations under this Deed of
Trust, subject to prior written notice and cure period, Lender may perform those obligations
and be reimbursed by Grantor on demand for any amounts so paid, including reasonable
attorney's fees, plus interest on those amounts from the dates of payment at the rate stated
in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by
this Deed of Trust.
5. If there is a default on the Obligations or if Grantor fails to perform any of
Grantor's Obligations under this Deed of Trust and the default continues after any required
notice of the default and the time allowed to cure, Lender may -
a. declare any unpaid principal balance and any earned interest on the
Obligations immediately due;
b. direct Trustee to foreclose this lien, in which case Lender or Lender's agent
will cause notice of the foreclosure sale to be given as provided by the Texas
Property Code as then in effect; and
c. purchase the Property at any foreclosure sale by offering the highest bid and
then have the bid credited on the Obligations.
Notwithstanding anything to the contrary, if a monetary event of default occurs
under the terms of any of the Loan Documents, prior to exercising any remedies Lender
shall give Grantor written notice of such default. Grantor, shall have a period of 15 days
after such notice is given within which to cure the default prior to exercise of remedies by
Lender under the ARPA Loan Documents. Notwithstanding anything to the contrary, if a
non -monetary event of default occurs under the terms of any of the Loan Documents, prior
to exercising any remedies, Lender shall give Grantor written notice of such default. If the
default is reasonably capable of being cured within 30 days, Grantor shall have such period
to effect a cure prior to exercise of remedies by Lender under the Loan Documents. If the
default is such that it is not reasonably capable ofbeing cured within 30 days, and if Grantor
(a) initiates corrective action within said period, and (b) diligently, continually, and in good
faith works to effect a cure as soon as possible, then Grantor shall have such additional
time as is reasonably necessary to cure the default prior to exercise of any remedies by
Lender. In no event shall Lender be precluded from exercising remedies if its security
becomes or is about to become materially jeopardized by any failure to cure a default or
the default is not cured within 180 days after the first notice of default is given. If the
default is not cured after notice within the time periods stated above, Borrower and each
surety, endorser, and guarantor waive all demand for payment, presentation for payment,
notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and
notice of protest, to the extent permitted by law.
6. Lender may remedy any default without waiving it and may waive any
default without waiving any prior or subsequent default.
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7. If Grantor fails to perform any of its obligations, covenants, or agreements
under the Contract, this Deed of Trust or the Senior Loan Documents, Lender may do any
act it deems reasonably necessary to cure such failure. During an event of default, Lender
may enter the Premises with or without notice and do anything that Lender reasonably
deems necessary or prudent to do.
8. If Lender elects to make any payments or do any act or thing required to be
paid or done by Grantor under the Loan documents, any sums advanced by Lender are a
part of the Obligations.
C. Trustee's Rights and Duties
If directed by Lender to foreclose this lien, Trustee will-
1. either personally or by agent give notice of the foreclosure sale as required
by the Texas Property Code as then in effect;
2. sell and convey all or part of the Property "AS IS" to the highest bidder for
cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other
Exceptions to Conveyance and Warranty and without representation or warranty, express
or implied, by Trustee;
3. from the proceeds of the sale, pay, in this order -
a. expenses of foreclosure, including a reasonable commission to
Trustee;
b. to Lender, the full amount of principal, interest, reasonable
attorney's fees, and other charges due and unpaid;
C. any amounts required by law to be paid before payment to Grantor;
d. to Grantor, any balance; and
4. be indemnified, held harmless, and defended by Lender against all costs,
expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of
the trust created by this Deed of Trust, which includes all court and other costs, including
reasonable attorney's fees, incurred by Trustee in defense of any action or proceeding taken
against Trustee in that capacity.
D. General Provisions
1. If any of the Property is sold under this Deed of Trust, Grantor must
immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will
become a tenant at sufferance of the purchaser, subject to an action for forcible detainer.
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2. Recitals in any trustee's deed conveying the Property will be presumed to
be true, absent evidence to the contrary.
3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing
any other remedy will not constitute an election of remedies.
5. If any portion of the Obligations cannot be lawfully secured by this Deed of
Trust, payments will be applied first to discharge that portion.
6. Grantor assigns to Lender all amounts payable to or received by Grantor
from condemnation of all or part of the Property, from private sale in lieu of condemnation,
and from damages caused by public works or construction on or near the Property. After
deducting any expenses incurred, including reasonable attorney's fees and court and other
costs, Lender will either release any remaining amounts to Grantor or apply such amounts
to reduce the Obligations and any excess proceeds shall be paid to Grantor. Lender will not
be liable for failure to collect or to exercise diligence in collecting any such amounts.
Grantor will immediately give Lender notice of any actual or known threatened
proceedings for condemnation of all or part of the Property.
Notwithstanding the above, in the event of any fire or other casualty to the Property
or eminent domain proceedings resulting in condemnation of the Property or any part thereof,
Grantor shall have the right to rebuild the Property, and to use all available insurance or
condemnation proceeds therefore, provided that (a) such proceeds are sufficient to keep the
Obligations in balance and rebuild the Property in a manner that provides adequate security
to Lender for repayment or performance of the Obligations or if such proceeds are insufficient
then Grantor shall have funded any deficiency, (b) Lender shall have the right to approve
plans and specifications for any major rebuilding and the right to approve disbursements of
insurance or condemnation proceeds for rebuilding under a construction escrow or similar
arrangement, and (c) no material default then exists under the Loan documents other than
attributable to casualty or condemnation. If the casualty or condemnation affects only part of
the Property and total rebuilding is infeasible, then proceeds may be used for partial rebuilding
and partial repayment of the Obligations in a manner that provides adequate security to Lender
for repayment of the remaining balance of the Obligations, and any excess proceeds shall be
paid to Grantor.
7. Grantor assigns to Lender absolutely, not only as collateral, all present and
future rent and other income and receipts from the Property. Grantor may as Lender's
licensee collect rent and other income and receipts as long as Grantor is not in default with
respect to the Obligation or this Deed of Trust. Subject to the terms of the Loan documents,
Grantor will apply all rent and other income and receipts to payment of the Obligations and
performance of this Deed of Trust, but if the rent and other income and receipts exceed the
amount due with respect to the Obligations and the Deed of Trust, Grantor may retain the
excess. If Grantor defaults in payment or performance of the Obligations or performance
of this Deed of Trust, Lender may terminate Grantor's license to collect rent and other
income and then as Grantor's agent may rent the Property and collect all rent and other
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income and receipts. Lender neither has nor assumes any obligations as lessor or landlord
with respect to any occupant of the Property. Lender may exercise Lender's rights and
remedies under this paragraph without taking possession of the Property. Lender will apply
all rent and other income and receipts collected under this paragraph as required by the
Texas Property Code as then in effect. Lender is not required to act under this paragraph,
and acting under this paragraph does not waive any of Lender's other rights or remedies.
8. Interest on the debt secured by this Deed of Trust will not exceed the
maximum amount of non -usurious interest that may be contracted for, taken, reserved,
charged, or received under law. Any interest in excess of that maximum amount will be
credited on the principal of the debt or, if that has been paid, refunded. On any acceleration
or required or permitted prepayment, any excess interest will be canceled automatically as
of the acceleration or prepayment or, if already paid, credited on the principal of the debt
or, if the principal of the debt has been paid, refunded. This provision overrides any
conflicting provisions in this and all other instruments concerning the debt.
9. In no event may this Deed of Trust secure payment of any debt that may not
lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law.
10. When the context requires, singular nouns and pronouns include the plural.
11. The term Note includes all extensions, modifications, and renewals of the
Note and all amounts secured by this Deed of Trust.
12. Grantor agrees to (a) keep at Grantor's address, or such other place as
Lender may approve, accounts and records reflecting the operation of the Property and
copies of all written contracts, leases, and other instruments that affect the Property; (b)
prepare financial accounting records in compliance with generally accepted accounting
principles consistently applied; and (c), at Lender's request on reasonable notice from time
to time, permit Lender to examine and make copies of such books, records, contracts,
leases, and other instruments at any reasonable time.
13. Grantor agrees to deliver to Lender, at Lender's request from time to time,
internally prepared financial statements of Grantor and any guarantor of the Note prepared
in accordance with generally accepted accounting principles consistently applied, in detail
reasonably satisfactory to Lender and certified to be materially true and correct by the chief
financial officer of Grantor or its certified public accountant, as applicable.
14. If Lender orders an appraisal of the Property while a default exists or to
comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to
reimburse Lender for the reasonable cost of any such appraisal. If Grantor fails to
reimburse Lender for any such appraisal within 20 days of Lender's written request, that
failure is a default under this Deed of Trust.
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15. Grantor agrees to allow Lender or Lender's agents to enter the Property
during regular business hours upon at least 48 hours prior notice and inspect it and any
personal property in which Lender is granted a security interest by this Deed of Trust.
16. Grantor may not sell, transfer, or otherwise dispose of any Property,
whether voluntarily or by operation of law, except for condemnation or to obtain utility
easements, without the prior written consent of Lender. If granted, consent may be
conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and
management ability being satisfactory to Lender; and (b) the grantee's executing, before
such sale, transfer, or other disposition, a written assumption agreement containing any
terms Lender may reasonably require, such as a principal pay down on the Obligations, an
increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any
other modification of the Note, this Deed of Trust, or any other instruments evidencing or
securing the Obligations.
Grantor may not cause or permit any Property to be encumbered by any liens,
security interests, or encumbrances other than the liens securing the Obligation and the
liens securing ad valorem taxes not yet due and payable and the Permitted Exceptions
without the prior written consent of Lender. If granted, consent may be conditioned upon
Grantor's executing, before granting such lien, a written modification agreement containing
any terms Lender may require, such as a principal pay down on the Obligations, an increase
in the rate of interest payable with respect to the Obligations, an approval fee, or any other
modification of the Note, this Deed of Trust, or any other instruments evidencing or
securing the Obligations.
Grantor may not grant any lien, security interest, or other encumbrance (a
"Subordinate Instrument") covering the Property that is subordinate to the liens created
by this Deed of Trust without the prior written consent of Lender. If granted, consent may
be conditioned upon the Subordinate Instrument's containing express covenants to the
effect that -
a. the Subordinate Instrument is unconditionally subordinate to this
Deed of Trust;
b. if any action is instituted to foreclose or otherwise enforce the
Subordinate Instrument, no action may be taken that would
terminate any occupancy or tenancy without the prior written
consent of Lender, and that consent, if granted, may be conditioned
in any manner Lender determines;
C. rents, if collected by or for the holder of the Subordinate Instrument,
will be applied first to the payment of the Obligations then due and
to expenses incurred in the ownership, operation, and maintenance
of the Property in any order Lender may determine, before being
applied to any indebtedness secured by the Subordinate Instrument;
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d. written notice of default under the Subordinate Instrument and
written notice of the commencement of any action to foreclose or
otherwise enforce the Subordinate Instrument must be given to
Lender concurrently with or immediately after the occurrence of any
such default or commencement; and
e. in the event of the bankruptcy of Grantor, all amounts due on or with
respect to the Obligations and this Deed of Trust will be payable in
full before any payments on the indebtedness secured by the
Subordinate Instrument.
Grantor may not cause or permit any of the following events to occur without the
prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the
corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b)
a limited liability company, the dissolution of the company or the sale, pledge,
encumbrance, or assignment of any of its membership interests; (c) a general partnership
or joint venture, the dissolution of the partnership or venture or the sale, pledge,
encumbrance, or assignment of any of its partnership or joint venture interests, or the
withdrawal from or admission into it of any general partner or joint venturer; or (d) a
limited partnership, (1) the dissolution of the partnership, (2) the sale, pledge,
encumbrance, or assignment of any of its general partnership interests, or the withdrawal
from or admission into it of any general partner, or (3) except for a limited partnership
interest in a low income housing project, the withdrawal from or admission into it of any
controlling limited partner or partners. If granted, consent may be conditioned upon (a) the
integrity, reputation, character, creditworthiness, and management ability of the person
succeeding to the ownership interest in Grantor (or security interest in such ownership)
being reasonably satisfactory to Lender; and (b) the execution, before such event, by the
person succeeding to the interest of Grantor in the Property or ownership interest in Grantor
(or security interest in such ownership) of a written modification or assumption agreement
containing such terms as Lender may reasonably require, such as a principal pay down on
the Obligations, an increase in the rate of interest payable with respect to the Obligations,
a transfer fee, or any other modification of the Note, this Deed of Trust, or any other
instruments evidencing or securing the Obligations.
17. Grantor agrees not to grant any future lien or security interest in the Property
or to permit any future junior encumbrance to be recorded or any existing or future claim
to otherwise become an encumbrance against the Property. If an involuntary encumbrance
is filed against the Property, Grantor agrees, within 30 days of actual notice, to either
remove the involuntary encumbrance or insure against it or provide a bond acceptable to
Lender against the involuntary encumbrance.
18. This Deed of Trust binds, benefits, and may be enforced by the successors
in interest of all parties.
19. If Grantor and Borrower are not the same person, the term Grantor includes
Borrower.
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20. Except as may be specifically stated in this Deed of Trust or the Note,
Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for
payment, presentation for payment, notice of intention to accelerate maturity, notice of
acceleration of maturity, protest, and notice of protest, to the extent permitted by law.
21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court
and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust
is placed in the hands of an attorney for enforcement.
22. If any provision of this Deed of Trust is determined to be invalid or
unenforceable, the validity or enforceability of any other provision will not be affected.
23. The term Lender includes any mortgage servicer for Lender.
24. The debt and the performance secured by this Deed of Trust is a nonrecourse
obligation of Borrower. Neither Borrower nor any other party shall have any personal
liability for repayment of the Loan described in the Contract. The sole recourse of Lender
under the Loan documents for repayment of the Loan or performance of any of the
Obligations shall be the exercise of its right against the security for payment as defined in
the Note.
E. Construction Loan Mortgage
1. This Deed of Trust is a "construction mortgage" within the meaning of
Section 9.334 of the Texas Business and Commerce Code. The liens and security interests
created and granted by this Deed of Trust secure an obligation incurred for the construction
or rehabilitation of improvements on land.
2. Grantor agrees to comply with the terms, covenants and conditions of City
Secretary Contract No. 62420between Grantor and Lender (the "Contract") which
requires the Note and this Deed of Trust. All advances made by Lender under the Contract
will be indebtedness of Grantor secured by the liens created by this Deed of Trust, and such
advances are conditioned as provided in the Contract.
3. All amounts disbursed by Lender before completion of the improvements
to protect the security of this Deed of Trust up to the principal amount of the Note will be
treated as disbursements under the Contract. All such amounts will bear interest from the
date of disbursement at the rate stated in the Note, unless collections from Grantor of
interest at that rate would be contrary to applicable law, in which event such amounts will
bear interest at the rate stated in the Note for matured, unpaid amounts and will be payable
on notice from Lender to Grantor requesting payment.
4. From time to time as Lender deems reasonably necessary to protect Lender's
interests, Grantor will, on request of Lender, execute and deliver to Lender, in such form
DEED OF TRUST — ARPA FUNDS Page 12
Columbia Renassance Square III, LP Rev. July 2025
D225131460
Page 13 of 15
as Lender directs but subject to the rights of any senior lien holders, assignments of any
and all rights or claims that relate to the construction of improvements on the Property.
5. In case of breach by Grantor of the terms, covenants and conditions of the
Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with or
without entry on the Property, may (a) invoke any of the rights or remedies provided in the
Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the remedies
provided in this Deed of Trust, or (c) do both.
F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE
FOLLOWING CONDITIONS AND RESTRICTIONS:
The Note secured by this Deed of Trust is the Note required in the Contract between
Grantor and Lender and has been executed and delivered in accordance with its terms. The
funds advanced by Lender are ARPA funds and the Contract requires that the Property
qualify and remain affordable rental housing for the 20-year Performance Period, all as
more particularly described in the Contract, in accordance with the ARPA Regulations.
Borrower shall fulfill the following ARPA Requirements as more particularly
described in the Contract:
Provide 10 Deeply Affordable Units with a Good Faith Effort to provide
Permanent Supportive Housing.
2. During the Performance Period,
a. operate Columbia Renaissance Square III as an affordable housing
development as described in the contract;
b. provide 10 Deeply Affordable Units;
C. make a Good Faith Effort in providing PSH Units at the Property;
d. comply with all applicable provisions of the ARPA Regulations; and
e. comply with all requirements and obligations in the Contract.
The Loan and any sums due under the Note or this Deed of Trust will be in default
and may be declared immediately payable if the Developer does not comply with the
ARPA Requirements or other requirements in the Contract at all times during the 20-year
Performance Period, all as more particularly described in the Contract. In the event of such
default, Lender may invoke any remedies provided herein or in the Contract.
This Deed of Trust has also been executed and delivered pursuant to the terms of
the Contract. Grantor agrees to perform each and every obligation set forth in the Contract
and will not permit a default to occur thereunder. Any default in the performance of
DEED OF TRUST — ARPA FUNDS Page 13
Columbia Renassance Square III, LP Rev. July 2025
D225131460
Page 14 of 15
Grantor's obligations under the terms of the Contract, the ARPA Regulations shall be
deemed a default in the terms of the Note and Lender may invoke any remedies provided
herein.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
DEED OF TRUST — ARPA FUNDS
Columbia Renassance Square III, LP
Page 14
Rev. July 2025
D225131460
Page 15 of 15
THE CONTRACT, THE NOTE AND THE DEED OF TRUST
CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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:
;4AA,,--
Can-nen Chubb
President and Chief Operating Officer
STATE OF
COUNTY OF Vy A §
This instrument was acknowledged before me on _ I , 2025 by
Carmen Chubb of Columbia Renaissance Square IIIAP, a Texasimited partnership, on
behalf of said corporation. ,
r
.�
r f
Notc'-P>bh, c State of� �!
AFTER RECORDING RETURN TO:
City of Fort Worth
City Attorney's Office
Attention: Leslie Hunt
100 Fort Worth Trail
Fort Worth, Texas 76102
DEED OF TRUST — ARPA FUNDS
Columbia Renassance Square III, LP
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 15
Rev. July 2025
FORT WORTH
Routing and Transmittal Slip
Neighborhood Services
Department
DOCUMENT TITLE: _Deed TO CITY SECRETARY CONTRACT ("CSC") NO. 62420
M&C 25-0585 CPN
DATE:
TO:
1. Allison Tidwell
CSO # 62420 DOC#
INITIALS DATE OUT
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 ❑ No
RUSH: ❑ Yes ❑ No SAME DAY: ❑ Yes ❑ No NEXT DAY: ❑ Yes ❑ 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
❑ Attach Signature