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Home My WebLink AboutContract 51597 � g678, 3,aTV SECRETARY ;Ui4rRACTNO. THIRD LOAN MODIFICATION AGREEMENT This Third Loan Modification Agreement("Agreement") is executed on the date hereinafter set forth by and between YOUNG MEN'S CHRISTIAN ASSOCIATION OF METROPOLITAN FORT WORTH, formerly YMCA of Metropolitan Fort Worth, a Texas nonprofit corporation ("Metropolitan YMCA") and CITY OF FORT WORTH, a home-rule municipal corporation acting by and through its duly authorized Assistant City Attorney("City"). I. RECITALS A. McDonald YMCA at Renaissance Heights Holding Company, a Texas nonprofit corporation ("McDonald YMCA") is constructing a new community center in southeast Fort Worth, Texas ("Project"), located on the following described tract of land ("Project Land"): BEING a tract of land situated in the J. Justice Survey, Abstract No. 859, in the City of Fort Worth, Tarrant County, Texas, and being all of Lot 1R1, Block 1, of MASON HEIGHTS ADDITION, an Addition to the City of Fort Worth, Tarrant County, Texas, as recorded in County Clerk's Instrument No. 215133856 Official Public Records, Tarrant County, Texas B. The Project includes the following: 1. A community center building and parking to be financed with loans to McDonald YMCA from LIIF Sub-CDE XXXIX, LLC, a Delaware limited liability company and PNC CDE 70, LP, a Pennsylvania limited partnership (collectively, the "CDEs") in connection with a New Markets Tax Credit (as defined in Section 45D of the Internal Revenue Code of 1986, as amended ("NMTC Transaction"). 2. A swimming pool located adjacent to the community center building on a 0.6808 acre tract(as described in more particular detail in the City Loan Documents) to be operated as an Enhanced Neighborhood Family Aquatics Center under the Aquatics Master Plan of the City ("Aquatics Facility"). The Aquatics Facility will be funded by financing to McDonald YMCA under the NMTC Transaction. A portion of the loans to be made by the CDEs is being funded indirectly by a loan to the Metropolitan YMCA from Low Income Investment Fund, a California nonprofit public benefit corporation in the amount of$2,300,000.00 that will bridge advances under a $2,300,000.00 loan from the City to Metropolitan YMCA, represented by the following documents ("City Loan Documents"): (i) a Loan Agreement(herein so called) dated October 26, 2016, executed by the City and �2 fit the Metropolitan YMCA; (ii) a Promissory Note of even date therewith executed by the Metropolitan YMCA, payable to the City, in the principal amount of $2,300,000.00 "Note"); (iii) a Leasehold Deed of Trust Security Agreement - Financing Statement (the e, .Ar,a OFFICIAL. RECORD DIFICATION AGREEMENT Pagel �CO CITY SECRETARY FT. WORTH,TX "Deed of Trust") of even date therewith executed by the Metropolitan YMCA, covering Metropolitan YMCA's leasehold interest in the Pool Tract under the Pool Lease, defined below, securing the Metropolitan YMCA's obligations under the City Loan; (iv) a Support Agreement (herein so called), effective October 1, 2017 (City Secretary Contract Number 47755), executed by the City and Metropolitan YMCA, covering the funding of future maintenance and repairs for the Aquatics, Facility, and (v) the Loan Modification Agreement described below. 3. The Project is also being funded by a $500,000.00 loan from the City to Metropolitan YMCA secured by Metropolitan YMCA's leasehold interest in the Aquatics Facility under the Pool Lease and other collateral. C. Metropolitan YMCA transferred the Project Land to McDonald YMCA, and McDonald YMCA leased the Project Land back to Metropolitan YMCA for the purpose of Metropolitan YMCA constructing and operating the Project, pursuant to two Lease, Development and Operation Agreements dated May 11, 2017, one covering the Pool Tract ("Pool Lease") and the other covering the Project Land, save and except the Pool Tract. D. To facilitate funding the NMTC Transaction, the City released the Deed of Trust and took in substitution a Leasehold Deed of Trust (herein so called), covering Metropolitan YMCA's leasehold estate under the Pool Lease to secure the City Loan, and Metropolitan YMCA and the City entered into a Loan Modification Agreement on May 11,2017 to amend the City Loan Documents to reflect that the collateral securing the Note was the Leasehold Deed of Trust and other amendments; E. The parties modified the City Loan Documents to reflect an extension of the date for the completion and opening of the Project with a Second Loan Modification Agreement extending the date to August 31,2018. F. The parties now wish to modify the City Loan Documents to reflect another extension of the date for the completion and opening of the Project. G. For and in consideration of the premises and the mutual agreements and covenants herein contained,Borrower and Lender hereby agree as follows: IL AGREEMENTS 1. Amendment to Note. The Note is amended as follows: (a) The date for completion and opening of the Project is extended from August 31, 2018 to February 28, 2019. 2. Amendment to Loan Agreement. The Loan Agreement is amended as follows: (a) The Completion Date set forth in Paragraph 1.2(g) is extended from August 31, 2018 to February 28, 2019. LOAN MODIFICATION AGREEMENT Page 2 3. Miscellaneous Provisions. (a) Execution of this Agreement by the City will not be construed as a waiver of any rights or any options which the City may have in the event of default by Metropolitan YMCA under the terms of the City Loan Documents or other security documents, as herein modified. Except as amended hereby, all terms and provisions of the City Loan Documents will be and remain in full force and effect as therein written. (b) This Agreement will inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns. (c) This Agreement shall be governed by and construed under the laws of the State of Texas and the United States of America, and all legal proceedings relating to this Agreement shall be brought in the appropriate court located in Tarrant County, Texas. (d) This Agreement may be modified or amended only by written instrument executed by each party hereto. (e) If any provisions of this Agreement should be determined by any court of competent jurisdiction to be illegal or unenforceable, only that provision shall be of no force and effect and shall be deemed excised herefrom, and the remainder of the provisions of this Agreement shall continue to be enforced. (f) Time is of the essence of this Agreement. THIS WRITTEN AGREEMENT, AND THE OTHER LOAN DOCUMENTS SPECIFICALLY REFERENCED HEREIN, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO. EXECUTED on the dates set forth below each name, but effective for all purposes as of August 31, 2018. LOAN MODIFICATION AGREEMENT Page 3 CITY OF FORT WORTH YOUNG MEN'S CHRISTIAN ASSOCIATION OF ME OPOLITAN FORT WOR)P17, By: By: *amn-4k4aois ( emav-ida Cos-tv, n resident Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Zza eann D. Guzman Assistant City Attorney r O R T A -p ATTEST: "4 � s � MaryKayser City Secretary k�XA15 Authorization: M&C: C-27548 (December 1, 2015); G18890 (December 6, 2016) Form 1295: THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on the !�-1 day of 0O\tM�t , 2018, by Fernando Costa,Assistant City Manager of the City of Fort Worth,a Texas municipality,on behalf of said City of Fort Worth. (Notary's Stamp) rev.,,,,• .. Notary Public in and for the LINDA M.HIRRLINGER State of Texas :a My Notary ID#124144746 Expires Frbruary 2,2022 OFFICIAL RECORD CITY SECRETARY LOAN MODIFICATION AGREEMENT Page 4 FT. WORTH,TX THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on the day ofP11�2y1 r , 2018, by Anthony Shuman, President of Young Men's Christian Association of Metropolitan Fort Worth, a Texas non-profit corporation, on behalf of said Young Men's Christian Association of Metropolitan Fort Worth. No 's �J, J1PgV PUB" CAROLINE D. ROPER ^��.v t�-'rL-2., " Notary Public, State of Texas Notary Public in and for the Comm. Expires 11-19-2021 State of Texas Notary ID 1104487-1 AFTER RECORDING RETURN TO: Pollard Rogers Cantey Hanger, LLP 600 West 6th St, Suite 300 Fort Worth, Texas 76102 'W;0AL RECORD OTY SECRETARY LOAN MODIFICATION AGREEMENT Page 5 1 FT. ORTH,TX Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and reporting requirements. Name of Employee/Signature Title ❑ This form is N/A as No City Funds are associated with this Contract r Printed Name Signature OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX