HomeMy WebLinkAboutContract 49130 CITY SECRETARY V10 0
CONTRACT NO.
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crTY'c�F.�,�, LOAN MODIFICATION AGREEMENT
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CITY fCAETA,RY �`
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s 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,
Sr.
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("LIIF CDE") and PNC CDE 70, LP, a Pennsylvania limited`partnership ("PNC
CDE"; collectively with the LIIF CDE, 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 ("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 on Exhibit A attached hereto,
"Pool Tract") 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 ("LIIF") in the amount of $2,300,000.00 ("LIIF Loan") 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 the
LOAN MODIFICATI6N AGREEMENT(Ciity/YMCA) Page 1
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
"Deed of Trust") of even date herewith 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; and (iv) a
Support Agreement (herein so called), dated as of April 25 2017, executed by the City
and Metropolitan YMCA, covering the funding of future maintenance and repairs for the
Aquatics Facility.
3. The Project will also be 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 has transferred the Project Land to McDonald YMCA, and
McDonald YMCA has 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 of even date herewith, 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 parties have agreed that the City
will release the Deed of Trust and take 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
E. Metropolitan YMCA and the City desire to amend the City Loan Documents to reflect
that the collateral securing the Note will be the Leasehold Deed of Trust and other amendments;
F. For and in consideration of the premises and the mutual agreements and covenants
Herein contained, Borrower and Lender Hereby agree as follows:
II. AGREEMENTS
1. Amendment to Note. The Note is amended as follows:
(a) The date for completion and opening of the Project is extended from
February 1, 2018 to May 1, 2018.
(b) The paragraph on page 2 of the Note entitled "Security for Payment" is
hereby deleted in its entirety, and the following is substituted in its place:
This Note is secured by a Leasehold Deed of Trust Security Agreement-Financing
Statement, dated on or about May 11, 2017, from Borrower to Leann D.
Guzman, Trustee, or Tyler Wallach, Trustee, which covers Borrower's leasehold
interest in the real property more particularly described by metes and bounds on
Exhibit "B", attached hereto for all purposes (the "Property").
LOAN MODIFICATION AGREEMENT(Ciity/YMCA) Page 2
2. Amendment to Loan Agreement. The Loan Agreement is amended as follows:
(a) The eighth paragraph in the Section entitled "BACKGROUND" on page 1
is deleted in its entirety and the following four paragraphs are substituted in its
place:
WHEREAS, the overall costs of the entire YMCA development are anticipated at
$15,571,895.00, which will be funded by loans from LIIF Sub-CDE XXXIX,
LLC, a Delaware limited liability company ("LIIF CDE") and PNC CDE 70, LP,
a Pennsylvania limited partnership ("PNC CDE"; collectively with the LIIF
CDE, the "CDEs") to McDonald YMCA at Renaissance Heights Holding
Company, a Texas nonprofit corporation ("McDonald YMCA");
WHEREAS, McDonald YMCA is leasing to the YMCA a portion of the Property
legally described on Exhibit "A", attached hereto and made a part hereof (the
"Land") on which the Aquatics Facility will be built pursuant to a certain Lease,
Development and Operation Agreement (Aquatics Facility) dated on or about
May 11, 2017 (the "Aquatics Lease");
WHEREAS, pursuant to the Aquatics Lease, McDonald YMCA is engaging the
YMCA to cause the construction of the Aquatics Facility to be completed using
the proceeds of the CDEs' loans;
WHEREAS, a portion of the loans to be made by the CDEs is being funded
indirectly by a loan to the YMCA from Low Income Investment Fund, a
California nonprofit public benefit corporation ("LIIF"), in the amount of
$2,300,000.00 ("LIIF Loan") that will bridge the Loan, and advances from the .
Loan will be made for the purpose of repaying the LIIF Loan;
(b) The Budget, described in Paragraph 1.2(d) and set forth on Exhibit "B" of
the Loan Agreement is replaced by the Budget set forth on Exhibit "A" attached
hereto.
(c) The Completion Date set forth in Paragraph 1.2(g) is extended from
February 1, 2018 to May 1, 2018.
(d) Paragraph 1.2(i) of the Loan Agreement is deleted in its entirety, and the
following is substituted in its place:
Deed of Trust: The Leasehold Deed of Trust Security Agreement-
Financing Statement executed by YMCA to City, dated on or about May,
11, 2017, and encumbering YMCA's leasehold interest in the Land
pursuant to the Aquatics Lease, securing in part the Loan and all other
documents and instruments executed in connection therewith.
LOAN MODIFICATION AGREEMENT(Ciity/YMCA) Page 3
(e) In the first sentence of Paragraph 4.4, each instance of "thirty (30)
business days"is hereby deleted and replaced with"thirty (30) days".
(f) The following paragraph is added to the end of Section 5.1:
(i) In the event the Aquatics Lease term continues after the end of the
seventh lease year, at which time the rent increases, as set forth on Exhibit
"B" thereof, the City may require the YMCA to provide additional
collateral to secure the Loan in the form of liquid assets (cash or securities'
accounts) in an amount as reasonably determined by the City.
(g) Paragraph 5.2 (b) is hereby deleted in its entirety and the following is
substituted in its place:
Transfer or Convey. Except for the transfer of the Land to McDonald
YMCA and the lease back of the Land to the YMCA, to which the City
has expressly consented, voluntarily or by operation of law, sell, convey,
transfer, or permit to be sold, conveyed or transferred, any of the YMCA's
leasehold interest in the Land, nor shall a voluntary sale, pledge, or other
transfer of any interest in YMCA be effected without the prior written
consent of City having been first obtained. The foregoing negative
covenant shall not restrict or in any way impair the exercise of any and all
remedies by the CDEs in connection with their loans to McDonald YMCA
or the exercise of any and all remedies by any landl6rd under the Aquatics
Lease following an event of default thereunder.
(h) Paragraph 6.2 (b) is amended by deleting the second sentence in its
entirety.
(i) The first sentence in paragraph 7.2 deleted in its entirety and the following
is substituted in its place:
YMCA shall not assign this Agreement or the proceeds to be advanced
hereunder; provided, however, the City acknowledges and agrees that
YMCA will pledge the proceeds of the Loan to secure the LIIF Loan, and
City acknowledges and agrees that the proceeds of the Loan will be used
by the YMCA to repay the LIIF Loan.
3. Release of Deed of Trust. The City has released the Deed of Trust by a Release
of Lien of even date herewith executed by the City, recorded in the Real Property Records,
Tarrant County, Texas.
4. Leasehold Deed of Trust. Metropolitan YMCA has executed the Leasehold Deed
of Trust Security Agreement-Financing Statement of even date herewith, to secure the Note,
recorded in the Real Property Records, Tarrant County, Texas.
LOAN MODIFICATION AGREEMENT(Ciity/YMCA) Page 4
5. Omnibus Amendments and Agreements.
(a) Each reference in the City Loan Documents, as the same are amended by
this Agreement, to any City Loan Document shall be deemed to mean and refer to such
City Loan Document, as amended by this Agreement.
(b) The City acknowledges and agrees that construction of the Improvements
(as defined in the Loan Agreement) commenced in a timely manner.
6. 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
LOAN MODIFICATION AGREEMENT(Ciity/YMCA) Page 5
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES HERETO.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES
HERETO.
EXECUTED as of May _, 2017.
CITY OF FORT WORTH YOUNG MIEN'S CHRISTIAN
ASSOCIATION OF METROPOLITAN
FORT WORTH,
By: By:
S an Alanis Anthony Shuman, President
Assistant City Manager
APPROVED AS TO FORM AND LEGALITY:
I �
Assistant City Attorney
Or
F®.
ATTEST:
Mary Kayse
City Secretary
S
Authorization:
M&C: C-27548 (December 1, 2015); G18890 (December 6,2016)
Form 1295:
LOAN MODIFICATION AGREEMENT(City/YMCA) Page 6
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES HERETO.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES
HERETO.
EXECUTED as of May , 2017.
CITY OF FORT WORTH YOUNG ��� MEN'S CHRISTIAN
ASSOCIA ONOF ETROPOLITAN
FO7TW7R ,
By: By:
Susan Alanis ony an,President
Assistant City Manager
APPROVED AS TO FORM AND LEGALITY:
Tyler F. Wallach
Assistant City Attorney
ATTEST:
Mary Kayser
City Secretary
Authorization:
M&C: C-27548(December 1,2015); G18890(December 6,2016)
Form 1295:
LOAN MODIFICATION AGREEMENT(City/YMCA) Page 6
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on the /() day of May, 2017, by Susan
Alanis, Assistant City Manager of the City of Fort Worth, a Texas municipality, on behalf of said
City of Fort Worth.
(Notary's Stamp)
Not y Public in and for the
State of Texas
MARIA S SANCHEZ
My Ccrnmissi0n Expires
December 19,2017
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on the day of May, 2017, 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.
(Notary's Stamp)
Notary Public in and for the
State of Texas
AFTER RECORDING RETURN TO:
Republic Title of Texas
201 Main Street, Suite 1400
Fort Worth, Texas 76102
Attn: Janet Ceron
LOAN MODIFICATION AGREEMENT(City/YMCA) Page 7
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on the day of May, 2017, by Susan
Alanis, Assistant City Manager of the City of Fort Worth, a Texas municipality, on behalf of said
City of Fort Worth.
(Notary's Stamp)
Notary Public in and for the
State of Texas
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on the I b4+ day of May, 2017,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.
` uuiurrr
CAROLINE'D..ROPER
4�;Notary Public,State of Texas Notary Public in and for fhe
Comm.Expires 11-19-2017 State of Texas
Notary ID 1104487-1
AFTER RECORDING RETURN TO:
Republic Title of Texas
201 Main Street, Suite 1400
Fort Worth, Texas 76102
Attn: Janet Ceron
LOAN MODIFICATION AGREEMENT(City/YMCA) Page 7
EXHIBIT "A"
LAND DESCRIPTION
BEING a tract of land situated in the J. Justice Survey, Abstract No. 859, Tarrant County, Texas
and being a portion of Lot 1R1, Block 1 of the Mason Heights Addition, an addition to the City
of Port Worth as recorded in Document No. D215133856 of the Plat Records, Tarrant County,
Texas (P.R.T.C.T.);
COMMENCING at a 1/2 inch iron rod found with plastic cap stamped"WAP' at the northwest
corner of a right-of-way corner clip at the intersection of the northerly right-of-way of Moresby
Street(a variable width right-of-way)as recorded in Document No. D212201535 (P.R.T.C.T.)
and the easterly right-of-way line of Mitchell Boulevard (a 100 foot right-of-way, deed of record
not found);
TIENCE, along the easterly right-of-way line of said Mitchell Boulevard,North 00 degrees I t
minutes 35 seconds West a distance of 128.50 feet to a 5/8 inch iron rod set with plastic cap
stamped"Huitt-Zollars" at the POINT OF BEGINNING;
THENCE, continuing along the easterly right-of-way line of said Mitchell Boulevard,North 00
degrees I I minutes 35 seconds West a distance of 152.00 feet to a 5/8 inch iron rod set with
plastic cap stamped "Huitt-Zollars";
THENCE, departing the easterly right-of.-way line of said Mitchell Boulevard,North 89 degrees
48 minutes 25 seconds East a distance of 195.09 feet to a 5/8 inch iron rod set with plastic cap
stamped"Iluitt-Zollars";
THENCE, South 00 degrees 11 minutes 35 seconds East a distance of 152,00 feet to a 5/8 inch
iron rod set with plastic cap stamped "I-luitt-Zollars';
THENCE, South 89 degrees 48 minutes 25 seconds West a distance of 195.09 feet to the.POINT
OF BEGINNI-NO and containing 29,654 square feet of land or 0.6808 of an acre of land, more or
less.
For 1-1uitt-7_. lla.rs, 1
�-itc ell S.P r 1-`r4�'' c Rte;
Registered Professional Land Surveyor ~?`!
Texas Registration No. 5491 (A4ijGtiCLC Sl ...
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X431
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Huitt-Zollars, Inc.
Firm Registration No. 100002,560000
trpFlrtp�.`';L:`
'fi'5ts;��;,���i
1717 McKinney Avenue, Suite 1400
Dallas, Texas 75202
Pb. (214) 871-3311
Date: September 20, 2016
J:\8urvey\30047802 -YMCA Moresby Street\wp\Pool Area LAND DESCRIPTION.doc
EXHIBIT B
BUDGET
Southeast YMCA Pool Costs
SOFT COSTS
Architectural Contract $0
Pool Consultant $75,000
Total Soft Costs $75,000
CONSTRUCTION
Construction Contract WBK
(see below) 34,500SF $2,146,883
Total Construction Cost $2,146,883
Total Soft Costs $75,000
Total Construction Cost $2,146,883
FFE, Shade Structures $79,000
Total Pool Cost $2,300,883
Total Net Project Cost $2,300,883
EXHIBIT B
A B 'C D E I P R
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r W.B.KIBLER CONSTRUCTION CO.,LTD.
7MKGENERAL CONTRACTORS
Retail Educational Industrial Medicaloffice Rcligicus
PROJECT SOUTHEAST MCDONALD YMCA GMP RECAP BID DATE: 20-Oct-2016
LOCATION:FT WORTH,TEXAS BLDG SF: 9:36 AM
TOTAL PROPOSED AMOUNT: Breakout Cost
Pool Area
SECTfON ITEM QUANTITY TOTAL Ind.RR
14 DIV 1 GENERAL CONDITIONS-STAFF 12 MOS 0 63,624
16 GENERAL CONDITIONS-OFFICE&EQUIPMENT 12 MOS 0 5,256
18 GENERAL CONDITIONS-TEMPORARY UTILITIES 12 MOS 0 5,267
20 GENERAL CONDITIONS-PROTECTION&SAFETY 12 MOS 0 3,225
22 GENERAL CONDITIONS-INTERIM&FINAL CLEANUP 12 MOS 0 9,049
24 GENERAL CONDITIONS-HOISTING 12 MOS 0
26 GENERAL CONDITIONS MISCELLANEOUS ITEMS 12 MOS 0 3,433
28 ENGINEERING AND SURVEY 12 MOS 0 2,567
30 MOS 210,818
By Owner
32 ARCHITECTURAL AND POOL DESIGN FEES MOS 0
By Owner
34 SHADESTRUCTURES MOS 0
By Owner
36 FF&E MOS . 0
38 MOS 0
By Owner
32 TESTING LAB 0
TEMPORARY PARTITIONS&
34 BARRICADES 0
36 GROUND PENETRATING RADAR 1 EA 12,500 2,855
38 0
40 024100 DEMOLITION 0
42 311000 SITE CLEARING 0
44 CONSTRUCTION ENTRANCE,SILT FENCE FINE GRADE&FILL 0 4,829
46 SWPPP MAINTENANCE AND INSPECTIONS 0
Brown
48 312000 EARTHWORK 0 34,552
50 LIME STABILIZATION 0
52 313116 TERMITE CONTROL 0
54 316329 DRILLED CONCRETE PIERS 0
56 321313 ASPHALTIC PAVING 0
58 321313 CONCRETE PAVING 0
60 321723 PAVEMENT MARKING 0
By Owner
62 321723 SUNBELT POOL DESIGN FEES 0
Sunbelt
64 SUNBELT POOL,POOL EQUIPMENT,ETC TURNKEY 0 1,369,988
Cisco
66 323113 CHAIN LINK FENCING&GATES 0 69,940
Fire Fighters
68 LANDSCAPE&IRRIGATION 0 8,500
70 OFF SITE UTILITIES 0
San Saba
72 SITE UTILITIES 0 5,900
Reliacrete
74 033000 CONCRETE 0 207,300
Butler
76 042000 CMU MASONRY 0 56,510
78 042000 BRICK MASONRY 0
80 042000 STONE VENEER MASONRY 0
Cisco
82 051200-053100 STRUCTURAL STEEL-FAB 0 23,050
84 STRUCTURAL STEEL-ERECTION 0
86 054000 COLD FORMED METAL FRAMING 0
88 055000 METAL FABRICATIONS 0
90 055213 HANDRAILS AND RAILING 0
92 061000 ROUGH CARPENTRY 0
94 062013 FINISH CARPENTRY&MILLWORK 0
96 WATERPROOFING&DAMPPROOFING 0
A B C D E I P R
N
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WBKWB KIBLER CONSTRUCTION CO.,LTD.
GENERAL CONTRACTORS
���3� Retail Educacionallndustrial Medical0(fice BIg!uus
IjCC ,
PROJECT:SOUTHEAST MCDONALD YMCA GMP RECAP BID DATE: 20-Oct-2016
LOCATION:FT WORTH,TEXAS BLDG SF: 9:36 AM
TOTAL PROPOSED AMOUNT: Breakout Cost
Pool Area
SECTION ITEM QUANTITY TOTAL incl.RR
98 BATTINSULATION - 0
100 EXPANSION JOINT 0
102 077200 SHEET METAL FLASHING AND TRIM - 0
Sterling
104 075300 SINGLE PLY FLEX MEMBRANE ROOFING SYSTEM 60 Mil 20 YearNDL 0 15,500
106 STANDING SEAM METAL ROOF 0
108 077200 ROOFACCESSORIES - 0
110 078400 FIRE STOPPING 0
Sealant
112 079200 JOINT SEALANTS - 0 1,704
Conc Preservation
114 POLISHED CONCRETE FLOOR 10,636 SF 0 - 910
116 081113 HM DOORS&FRAMES 0 EA 0
118 DOORS LABOR 66 EA 18,810
120 083313-083326 COILING COUNTER/OVERHEAD DOORS 0
122 084113 ALUMINUM FRAMED ENTRANCES AND STOREFRONT 0
124 087100 DOOR HARDWARE 0
AB Glass
126 088000 GLAZING .0 5,000
128 STUCCO/EIFS 0
NTX
130 092900 GYPSUM BOARD 0 500
132 093013 CERAMIC TILING 0
134 095123 ACOUSTICAL TILE CEILINGS 0
136 096500 WOOD FLOORING 0
138 RUBBER SPORTS FLOORING 0
140 RESILIENT FLOORING 0
DD&F
142 CARPET 0 500
Burns&Parks
146 099123 PAINTING 0 10,200
148 101100 VISUAL DISPLAY BOARDS/ PROJECTION SCREEN 0
150 101400 IDENTIFYING DEVICES AND GRAPHICS 0
Duron
152' 102113 PLASTIC TOILET COMPARTMENTS 0 12,400
154 WALL&CORNER GUARDS 0
Duron
156 102800 TOILET ACCESSORIES 0 1,150
Duron
158 104416 FIRE EXTINGUISHERS&CABINETS 0 500
160 105113 LOCKERS 0
Industrial Louvers
162 LOUVERS 0 3,461
164 KNOX BOX 0
166 FLAGPOLES 0
168 107300 EXTRUDED ALUMINIUM WALKWAYS 0
170 116600 ATHLETIC EQUIPMENT 0
172 RAQUETBALL COURT 0
174 PLAYGROUND EQUIPMENT AND SHADE STRUCTURE 0
176 BLINDS 0
178 BICYCLE RACKS 0
180 ELEVATORS 0
182 210000 FIRE SUPPRESSION 36,723 SF 0
MPI
184 220500-224500 PLUMBING 0 68,000
Venture
186 230500-238239 HVAC 3,000
Riddle
188 260500-266000 ELECTRICAL 0 82,450
190 FIRE ALARM 0
A B C D E I P R
WWInR
WB KIBLER CONSTRUCTION CO.,LTD.
GENERAL CONTRACTORS
,~ 19�` �Re[ail Educaecnal Industrial Medical Office Rei:!cio�.,�
1; -
PROJECT:SOUTHEAST MCDONALD YMCA GMP RECAP BID DATE: 20-Oct-2016
LOCATION:FT WORTH,TEXAS BLDG SF: 9:36 AM
TOTAL PROPOSED AMOUNT Breakout Cost
Pool Area
SECTION ITEM QUANTITY TOTAL incl.RR
198 0
200 0
202 0
204 0
206 0
208 SUBTOTALS 0 2,081,120
210
OWNER'S PROTECTIVE
212 LIABILITY INSURANCE 1,718
GENERAL LIABILITY&
214 UMBRELLA INSURANCE 5,49611
By Owner BY Owner
216 BUILDING PERMIT 0 011 0
W/.BASE BID W/BASE BID
218 AGC FEES 0 0 0
220 BUILDER'S RISK INSURANCE 4,508
222 Blank 0 0 0
WBK PAYMENT&
224 PERFORMANCE BONDS 11,945
226 SUBTOTAL 0 2,092,842
228 OWNER CONTINGENCY 0 0
230 SUBTOTAL 0 2,104,787
232 CONSTRUCTION MANAGER CONTINGENCY 0 0
234 SUBTOTAL 0 2,104,787
236 WB KIBLER FEE 0 42,096
238 TOTAL PROPOSED AMOUNT $0 $ 2,146,883
240
M&C Review Page 1 of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA
OR f
COUNCIL ACTION: Approved on 12/1/2015 -Ordinance No. 21985-12-2015
DATE: 12/1/2015 REFERENCEC-27548LOG 80FORTWORTH&YMCA LOAN AGREEMENT
NO.: NAME: — —
CODE: C TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize the Expenditure in the Amount of$2,300,000.00 in the Form of a Forgivable Loan to
the YMCA of Metropolitan Fort Worth for the Construction of a New Full Service Aquatic
Facility, Authorize Execution of a Loan Agreement, Authorize the Execution of a Support
Agreement and Adopt Appropriation Ordinance (COUNCIL DISTRICT 8)
r
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize an expenditure in the amount of$2,300,000.00 in the form of forgivable loan to the
YMCA of Metropolitan Fort Worth for the construction of a new full service aquatic facility in the
southeast section of Fort Worth, to be open to residents of Fort Worth in a manner similar to other
City aquatics facilities;
2. Authorize the execution of a Loan Agreement and any related documents with the YMCA of
Metropolitan Fort Worth for a 20-year loan term beginning on the date that the aquatic facility is ready
for public use;
3. Authorize any amendments to the Loan Agreement that may be necessary to achieve the project
goals, provided that the amendments are within the scope of the project and in compliance with City
policies and applicable laws and regulations;
4. Authorize the execution of a multi-year Support Agreement with the YMCA of Metropolitan Fort
Worth to support the operation and maintenance of the new full service aquatic facility to:
a. Provide an annual operating subsidy of$59,000.00 for a term of 20 years to begin
in Fiscal Year 2017, with annual increases of two percent; and
b. Contribute $12,000.00 per year to a long-term major maintenance reserve fund for
a primary term of 10 years beginning in Fiscal Year 2017, with two five-year renewal options.
5. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in
the Southeast Enhanced Neighborhood Family Aquatics Center Project of the General Capital
Projects Fund in the amount of$2,300,000.00 from available funds; and
6. Find that execution of the loan and the corresponding Support Agreement serve to carry out the
public purpose of providing quality, accessible and cost-effective aquatics opportunities to the
residents of Fort Worth in accordance with the City's 2015 Parks, Recreation and Open Space Master
Plan and the 2008 City-Wide Aquatics Master Plan (as amended in 2012) and providing that
adequate controls are in place through such agreements to carry out such public purpose.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is for the City Council to authorize the
expenditure of$2,300,000.00 of General Capital Project Funds as the City's portion for the design
and construction of an Enhanced Neighborhood Family Aquatic Center (E-NFAC) in cooperation with
the YMCA of Metropolitan Fort Worth (YMCA), along with the provision of support funds to help
subsidize costs associated with the operation and maintenance of the E-NFAC. Loan funds will be
distributed on a reimbursable basis during the project design and construction phase up to a total of
$2,300,000.00, with an anticipated sum of up to $500,000.00 in Fiscal Year 2016 and up to
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$1,800,000.00 in Fiscal Year 2017. These amounts are subject to change and may be adjusted
based on project schedule and completion dates.
On March 20, 2012 (M&C G-17554), the City Council adopted amendments to the 2008 City-Wide
Aquatics Master Plan (Aquatics Master Plan). The amendments addressed the size and scope of
future aquatic facilities, outlined sectors of the City for facility distribution, recommended an
operational subsidy and emphasized the pursuit of partnerships to leverage the City's
investment. The Aquatics Master Plan specifically stated that the City should continue to pursue
partnerships with other entities such as school districts, non-profit agencies and private donors in the
development of E-NFAC's.
In endorsing its recommendation to the City Council on January 25, 2012, the Parks and Community
Services Advisory Board included that the City should fund the construction of an E-NFAC in the
eastside sector in the next two to four years. On August 20, 2015, the most recent Citizens Survey
was presented to the City Council and, overall, the quality of parks/recreation programs and facilities
was the fourth most important priority of survey respondents with 61 percent of respondents
indicating they were either supportive or very supportive of developing new outdoor aquatics
facilities. Specifically, one of the only decreases in notable trends for citizen satisfaction seen since
the 2009 survey was the availability of outdoor swimming pools, with the greatest decrease at 11
percent and when considered by sector more concern was shown in the east and west sectors.
The YMCA approached the City as early as March of 2014 with a multi-phase capital development
needs plan that included a cooperative opportunity for an aquatic facility in the southeast sector as
Phase I. The new facility will be located in the Renaissance Square development and the YMCA has
identified and secured a site for the new campus on Mitchell Boulevard,just south of East Berry and
next to the Mitchell Boulevard Elementary School. Overall cost for the entire development is
anticipated at$12,100,000.00, of which $2,300,000.00 would be the City's participation in the form of
a forgivable loan specifically for the aquatics (E-NFAC) portion of the YMCA campus. The City's
financial participation is intended to show both cooperative commitment and assist the YMCA in
leveraging all potential fund raising efforts. The actual loan funds, as an included stipulation of the
loan contract, will be the last used for the E-NFAC after all other financial resources have been
applied. Construction of the E-N FAC portion of the YMCA campus is anticipated to begin around July
of 2016, with approximately three months of construction in Fiscal Year 2016 and anticipated to
conclude in April of 2017, with approximately seven months of construction in Fiscal Year 2017, with
a May 2017 opening.
This E-NFAC will provide a much needed community resource for residents in the area, with
increased access to recreational swimming, swim lessons and water safety instruction.
The primary terms of the proposed Loan Agreement include the following:
1. Twenty year forgivable loan of$2,300,000.00 with zero percent interest evidenced by a note and
secured by a deed of trust against the E-NFAC portion of the YMCA campus. The deed of trust will
secure the YMCA's performance of the loan conditions as well as repayment of the loan funds if the
loan terms are not met, with forgiveness amortized over the term of the loan.
2. Any unforgiven portion of the loan must be repaid in the event of default, with the entire amount
being forgiven at the end of the loan term if there is no default.
3. Construction must be complete and the E-NFAC opened for use within two years from the Loan
Agreement execution date, with a one year extension allowable upon mutual written agreement.
4. Payment of loan funds to the YMCA will be on a reimbursable basis during the construction phase
of the project and will be the last dollars put into the E-NFAC portion of the project.
5. Measurables must be met to ensure the public purpose is fulfilled, including:
a. A minimum number of Fort Worth residents to be served similar to any other City
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of Fort Worth aquatics facilities, availability and hours of operation, daily admission
fees, private rentals, special events and use without a YMCA membership; and
b. Provision of learn-to-swim programs.
6. The YMCA will retain all revenues generated at the aquatics facility.
At the expiration of the 20-year term, public access would be maintained subject to the continuation
of a direct operating subsidy by the City.
In order to ensure that the aquatics facility is both accessible to citizens and operated and maintained
to a level acceptable to the City, it is recommended that the City provide an annual operating subsidy
of$59,000.00 with annual increases of two percent. The subsidy would cover lifeguards, instructors
and support staff related to the E-NFAC for the months the aquatics facility is in operation and
accessible to the public. Additionally, the YMCA has proposed the establishment of a long-term
major maintenance reserve fund and is requesting that the City contribute $12,000.00 per year for an
initial period of 10 years, with the option to renew for two additional five year periods. The YMCA
would provide an annual dollar-for-dollar match. The fund would be used for the repair and
replacement of items associated directly with the E-NFAC. The combination of these two financial
considerations would equate to a total initial operational outlay of$71,000.00 in Fiscal Year 2017,
$72,180.00 in Fiscal Year 2018, $73,384.00 in Fiscal Year 2019, etc. Funding will be requested to
meet the contractual obligation for the Support Agreement in the Fiscal Year 2017 proposed
operating budget of the General Fund.
The proposed location for the new Southeast YMCA is in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that upon approval of the above
recommendations and adoption of the attached appropriation ordinance, funds will be
available in the Fiscal Year 2016 General Capital Improvement Program as appropriated in
the General Capital Projects Fund.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
30100 0800450 1 4910100 1 100036 2016 $2,300,000.00
301001 800450 1 1 100036 2016 $2,300,000.00
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID I Year Chartfield 2
1) 301001 0800450 1 1 100036 1 1 1 2016 1 1 $2,300,000.00
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Richard Zavala (5704)
Additional Information Contact: Richard Zavala (5704)
ATTACHMENTS
80FORTWORTHYMCA LOAN 30101 FY16 AO (rev).docx
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21734&councildate=12/l/2015 6/6/2017