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HomeMy WebLinkAboutContract 63276-PN1CSC No. 63276-PN1 PROMISSORY NOTE Date: July 18, 2025 Borrower: Columbia Renaissance Square III, LP, a Texas limited partnership Borrower's Mailing Address: Carmen Chubb President and Chief Operating Officer Columbia Renaissance Square III, LP 1718 Peachtree St. NW Atlanta, GA 30309 404-874-5000 Copy to: Shikha Jerath Development Manager Columbia Renaissance Square III, LP 1718 Peachtree St. NW Atlanta, GA 30309 706-951-2510 Antoniette M. Jackson Principal Banks Law Firm 2929 Allen Parkway Ste. 200 Houston, TX 77019 832-954-2533 Lender: City of Fort Worth, a Texas municipal corporation Place for Payment: C/O Director of Neighborhood Services Department 100 Fort Worth Trail Fort Worth, Tarrant County, TX 76102 or at any other place that Lender may designate in writing Principal Amount: $2,523,547.40 Loan Authority: The loan evidenced by this Note (the "Loan") is being made pursuant to the HOME Investment Partnerships Program authorized under Title II of the Cranston -Gonzales National Affordable Housing Act of 1990, as amended, 42 USC 12701 et seq. (the "HOME Program") and the HOME Investment Partnership Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME Regulations") with HOME funds in support of an affordable housing development known as Columbia Renaissance Square III, as more fully OFFICIAL RECORD PROMISSORY NOTE — HOME FUNDS CITY SECRETARY Page I Columbia Renaissance Square III, LP FT. WORTH, Tx Rev. July 2025 described in City Secretary Contract No. 63276 between Borrower and Lender (the "Contract"). Annual Interest Rate: 1% Maturity Date: Notwithstanding anything herein to the contrary, the entire amount of the loan and any unpaid accrued interest shall be due and payable on April 1, 2067. There shall be no extensions of this Note beyond the Maturity Date. Annual Interest Rate on Matured, Unpaid Amounts: 6% Terms of Payment (principal and interest): This note shall accrue interest at the rate of 1 % for 40 years. On the 5a' day of the first month (the "Payment Date") starting twelve (12) months after the Certificate of Occupancy and annually thereafter through year 40, Borrower shall pay to Lender the amount of $0.00 (the "Payment"). No payment will be due until the maturity date. This Note is the Note required in the Contract and has been executed and delivered in accordance with its terms. The funds advanced by Lender are HOME Funds and the Contract requires that the funds be used for the construction of an affordable housing development known as Columbia Renaissance Square III ("Project"). The Project is required to provide affordable housing opportunities for the Project's first 20 operational years, as more particularly defined in the Contract and the Land Use Restriction Agreement. Borrower shall fulfill the following HOME Requirements as more particularly described in the Contract: 1. Utilize the HOME Funds to construct 10 HOME Units reserved for HOME Eligible Households. 2. Through the term of the Land Use Restriction Agreement, a. operate Columbia Renaissance Square III as an affordable housing development as described in the Contract; and b. comply with all applicable provisions of the HOME Regulations; c. comply with all requirements and obligations in the Contract. The Loan evidenced by this Note and the obligations described in the Contract pertaining to the HOME Regulations will be in default and the Principal Amount and any other sums due hereunder may be declared immediately payable if Borrower does not comply with the HOME Requirements and all other requirements in the Contract during the 20-year PROMISSORY NOTE — HOME FUNDS Page 2 Columbia Renaissance Square III, LP Rev. July 2025 duration of the Land Use Restriction Agreement, all as more particularly described in the Contract. In the event of such default, Lender may invoke any remedies provided in the Contract or the Deed of Trust for default. Security for Payment: This Note is secured by a Deed of Trust of even date from Borrower to Leslie Hunt, Trustee for the benefit of Lender ("Deed of Trust"), covering certain property located in Tarrant County and more particularly described therein. Other Security for Payment: None Borrower promises to pay to the order of Lender the Principal Amount. In that event, this Note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Maturity Date. After maturity, Borrower promises to pay any unpaid principal balance plus interest at the Annual Interest Rate on Matured, Unpaid Amounts. If Borrower defaults in the payment of this Note or in the performance of its obligations under the Contract or the HOME Regulations or any other obligation in any instrument securing or collateral to this Note, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed on the Note immediately due and payable. Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan Documents, prior to exercising any remedies Lender shall give Borrower written notice of such default. Borrower shall have a period of 7 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan Documents. Notwithstanding anything to the contrary, if a non -monetary event of default occurs under the terms of any of the Loan Documents, prior to exercising any remedies, Lender shall give Borrower written notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan Documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Borrower (i) initiates corrective action within said period, and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. Borrower also promises to pay reasonable attorney's fees and court and other costs if this Note is placed in the hands of an attorney to collect or enforce the Note. These expenses will bear interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These expenses and interest will become part of the debt evidenced by the Note and will be secured by PROMISSORY NOTE — HOME FUNDS Page 3 Columbia Renaissance Square III, LP Rev. July 2025 any security for payment. Interest on the debt evidenced by this Note will not exceed the maximum rate or amount of non -usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this Note and all other instruments concerning the debt. Each Borrower is responsible for all obligations represented by this Note. When the context requires, singular nouns and pronouns include the plural. The indebtedness evidenced by this Note is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Deed of Trust dated July 18, 2025 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"). The Deed of Trust securing this Note 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 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 evidenced by this Note will immediately become payable at the option of Lender. The execution and delivery of this Note are required under the Contract. If any provision of this Note conflicts with any provision of the Contract, the Deed of Trust or any other document evidencing the same transaction between Lender and Borrower, the provisions of the Contract will govern to the extent of the conflict. This Note will be construed under the laws of the state of Texas without regard to choice -of -law rules of any jurisdiction. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] PROMISSORY NOTE — HOME FUNDS Page 4 Columbia Renaissance Square III, LP Rev. July 2025 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: Carmen hubb, President PROMISSORY NOTE — HOME FUNDS Page 5 Columbia Renaissance Square III, LP Rev. May 2025 FORT WORTH Routing and Transmittal Slip Neighborhood Services Department DOCUMENT TITLE: Promissory Note - HOME CONTRACT City of Fort Worth and Columbia Renaissance Square III, LP M&C 24-1025 CPN 1my-ill I=1 TO: 1. Allison Tidwell CSO # 63276 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 X Attach Signature