HomeMy WebLinkAbout065502-PLA1 - Construction-Related - Contract - Maren Grove, LLCOFFICIAL RECORD
CITY SECRETARY City Secretary Contract No
FT. WORTH, TX
65502-PLA1
AMENDMENT TO CONSTRUCTION TO PERMANENT LOAN AGREEMENT
THIS AMENDMENT TO CONSTRUCTION TO PERMANENT LOAN
AGREEMENT (this "Amendment") is dated effective as of July 1-7 , 2026 ("Effective
Date"), by and between MAREN GROVE, LLC, a Texas limited liability company
("Borrower"), and ZIONS BANCORPORATION, N.A., dba Amegy Bank ("Bank").
WITNESSETH:
WHEREAS, as provided for in a Construction to Permanent Loan Agreement (as
heretofore amended, the "Loan Agreement") dated as of April 30, 2025, Borrower
executed and delivered to Bank, and is legally obligated to pay a Promissory Note (the
"Note") dated on or about April 30, 2025, in the face amount of $18,600,00.00, in order
to finance a portion of the costs of the development of a 90 unit affordable housing project
known as Maren Grove which is located at -801 West Shaw Street in Fort Worth, Texas
(the "Premises"); and
WHEREAS, Borrower has advised Bank that it will be obtaining an additional
source of funds from the City of Fort Worth (the "City") for financing the development of
the Premises in the form of a loan from the City to Borrower in the amount of $550,000.00
(the "City Loan"), and has requested that the Bank consent to this additional
indebtedness; and
WHEREAS, the Bank has agreed to approve the City Loan on the condition that
Borrower execute and deliver this Amendment; and
WHEREAS, Borrower and Bank have agreed to modify and amend the Loan
Agreement as hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Borrower and Bank agree as follows:
1. Definitions. All capitalized terms used in this Amendment which are not
otherwise defined herein shall have the meanings assigned to them in the Loan
Agreement (as may be hereby amended), regardless of whether a specific reference to
the Loan Agreement is made.
2. Conditions. The effectiveness of this Amendment is subject to the
following conditions, all in form and substance satisfactory to the Bank, which satisfaction
is evidenced by the Bank's execution of this Amendment:
2.1 The Bank shall have received and approved:
(a) Amendment. A counterpart of this Amendment executed by
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Borrower and Guarantor;
(b) City Loan. The City Loan shall have closed on terms satisfactory to
Bank and in connection therewith, Bank shall have received and approved copies
of the City Loan Documents and an original, fully executed Intercreditor Agreement
for the City Loan;
(c) Subordinate Loans. Evidence that each Subordinate Loan is in full
force and effect and none of the remaining funding commitments under and with
respect to each Subordinate Loan have expired or been canceled or terminated,
and the holder of each Subordinate Loan has provided any required consent to the
City Loan as may be required under any of the Subordinate Loan Documents;
(d) Equity Commitment. Evidence the commitment of the Investor
member to fund the remaining Capital Contributions under the Operating
Agreement remains in full force and effect and has not been reduced, terminated,
or canceled, and the Federal Tax Credit Investor Member has provided all required
consent to the City Loan if and to the extent required by the Operating Agreement;
(e) Other Documents. Such other documents as the Bank may
reasonably request (which shall include without limitation, authorizing resolutions
and other authorization documents required by Bank in connection with the
foregoing);
(f) Evidence of No Material Adverse Change. Commercially reasonable
evidence that no Material Adverse Change has occurred with respect to the
financial condition of Borrower or Guarantor, including, without limitation, that no
liens, charges or encumbrances have been filed against the Property except as
otherwise permitted by the Loan Documents, and that no litigation relating to
Borrower, Guarantor, and/or to the Property exists, other than litigation disclosed
in writing to Bank prior to the date of this Amendment involving Guarantor as a
defendant pertaining to a gas explosion that occurred at an apartment complex
known as The Clyde in the Oak Cliff section of Dallas, Texas (the "Guarantor
Pending Litigation"); and
(g) Fees and Expenses. Reimbursement for all of Bank's expenses
(including attorneys' fees) incurred in connection with the preparation, negotiation,
and execution of this Amendment.
2.2 All legal matters incident to the execution and delivery of this Amendment
shall be satisfactory to the Bank.
2.3 After giving effect to this Amendment, no Default or Event of Default or
Material Adverse Change shall be then continuing.
3. Amendment to Loan Agreement. Subject to and upon the full and
complete satisfaction of the conditions listed in numerical Section 2 above, which
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satisfaction is evidenced by the Bank's execution of this Amendment, the Loan
Agreement is modified and amended as follows:
3.1 The following terms and definitions in Section 1.1 of the Loan
Agreement are deleted in their entirety and the following are substituted in place thereof:
"Intercreditor Agreement": Collectively, (a) Intercreditor Agreement
among Bank, Borrower, and the State HTC Lender, outlining the relative priorities
of the Construction Loan and the State HTC Loan, (b) the Syndication and
Intercreditor Agreement among the Subsidized Lender, Borrower, and Bank, and
relating to the relative priorities of the Loan and the Subsidized Loan, (c) the
Intercreditor Agreement among RAZA, Borrower, and Bank, and relating to the
relative priorities of the Loan and the RAZA Development Loan, (d) the
Intercreditor Agreement among Sponsor, Borrower, and Bank, and relating to the
relative priorities of the Loan and the Sponsor NHTCDF Loan (or the Intercreditor
Agreement among Bank, Borrower, and LISC Green LLC, outlining the relative
priorities of the Loan and the LISC Green Loan should the LISC Green Loan close,
fund and replace the Sponsor NHTCDF Loan), and (e) the Intercreditor Agreement
among the City, Borrower, and Bank, and relating to the relative priorities of the
Loan and the City Loan.
"Subordinate Loan Documents": Collectively, the Subsidized
Loan Documents, the Sponsor NHTCDF Loan Documents (or the LISC
Green Loan Documents upon the closing, funding and replacement of the
Sponsor NHTCDF Loan with the LISC Green Loan), the State HTC Loan
Documents, the City Loan Documents, and the RAZA Development Loan
Documents.
"Subordinate Loans": Collectively, the Subsidized Loan, the State
HTC Loan, the Sponsor NHTCDF Loan (or the LISC Green Loan upon the
closing, funding and replacement of the Sponsor NHTCDF Loan with the
LISC Green Loan), the City Loan, and the RAZA Development Loan.
3.2 The following terms and definitions added to and made a part of Section 1.1
of the Loan Agreement:
"CitV Loan" means a subordinate loan in the amount of $550,000.00, made
to the Borrower by the City, which will be fully funded in accordance with the terms
of the City Loan Agreement upon its closing into the Construction Operating
Account as reimbursement for budgeted project items paid from a prior Request
for Advance, subject to a holdback in the amount of $50,000.00 which is scheduled
to be funded in a single advance on or before September 1, 2026, in accordance
with the City Loan Documents, as an advance paid into the Construction Operating
Account.
"City Loan Documents" means the UDAG Loan Agreement between the
City and Borrower entered into with respect to the City Loan (the "City Loan
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Agreement"), and all notes, mortgages, any other agreements, instruments and
documents relating to or securing the City Loan.
3.3 The following sentence is added to and made a part of the definition
of Requirements of Law in Section 1.1 of the Loan Agreement:
In addition to the foregoing, Requirements of Law shall include Title I of the
Housing and Community Development Act of 1974, 42 USC 5301 et seq., as
amended, and all other laws, rules, regulations, and contractual obligations
pertaining to the Urban Development Action Grant, the grant program of the
same name administered by the United States Department of Housing and
Urban Development ("HUD"), and to the use of UDAG Grant Proceeds or
miscellaneous revenue (as those terms are used and defined in the City Loan
Agreement).
4. Reaffirmation of Representations and Warranties. To induce the Bank
to enter into this Amendment, Borrower hereby reaffirms, as of the date hereof, its
representations and warranties in their entirety contained in the Loan Agreement and in
all other Loan Documents executed by Borrower pursuant thereto (except to the extent
such representations and warranties relate solely to an earlier date in which case they
shall have been true and accurate in all respects as of such earlier date and except that
any representation or warranty regarding the absence of litigation shall not apply solely
with respect to the Guarantor Pending Litigation) and additionally represents and warrants
as follows:
4.1 The execution and delivery of this Amendment and the performance by
Borrower of its obligations under this Amendment and the Loan Agreement as amended
hereby are within Borrower's corporate powers, have been duly authorized by all
necessary partnership action, have received all necessary governmental and other
approvals (if any shall be required), and do not and will not contravene or conflict with the
governance documents of Borrower or, to Borrower's knowledge, any provision of law,
any presently existing requirement or restriction imposed by any judicial, arbitral,
regulatory or governmental instrumentality or constitute a default under, or result in the
creation or imposition of any lien other than a lien permitted by the Loan Agreement upon
any property or assets of Borrower or Guarantor under, any agreement, instrument or
indenture by which Borrower or Guarantor is bound;
4.2 This Amendment has been duly executed and delivered on behalf of
Borrower and this Amendment, the Note and the Loan Agreement, as amended hereby,
are the legal, valid and binding obligations of Borrower, enforceable against Borrower in
accordance with their terms subject as to enforcement only to bankruptcy, insolvency,
reorganization, moratorium or other similar laws and equitable principles affecting the
enforcement of creditors' rights generally;
4.3 Borrower has no knowledge of any claim, right, defense, setoff,
recoupment, cause of action or counterclaim that would limit Bank's right or ability to
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exercise any or all of the rights and remedies available to Bank under the Note and/or
applicable law if an Event of Default by Borrower exists under the Note, as modified by
this Agreement; and
4.4 To Borrower's knowledge, no Default or Event of Default has occurred and
is continuing after giving effect to this Amendment.
5. Guarantor Pending Litigation. Borrower and Guarantor represent and
warrant that the Guarantor Pending Litigation is the sole pending litigation involving the
Borrower and/or Guarantor as of the date hereof, and the Guarantor Pending Litigation
has not resulted in a Material Adverse Change, Default, Event of Default or impaired
Guarantor's ability to perform its obligations under the Loan Documents. Guarantor shall
promptly notify Bank in writing of any development in the Guarantor Pending Litigation, if
such development could reasonably be expected to result in a Material Adverse Effect,
Default, Event of Default, or impair Guarantor's ability to perform its obligations under the
Loan Documents.
6. INDEMNIFICATION. BORROWER AGREES TO INDEMNIFY AND HOLD
BANK HARMLESS FROM AND AGAINST ANY AND ALL LOSS, CLAIM, DAMAGE,
LIABILITY OR EXPENSE (INCLUDING WITHOUT LIMITATION ATTORNEY'S FEES
AND COURT COSTS) THAT BANK MAY SUFFER OR INCUR IF ANY OF THE
FOREGOING REPRESENTATIONS OR WARRANTIES PROVE TO BE UNTRUE OR
INCORRECT IN ANY MATERIAL RESPECT; AND, NOTWITHSTANDING ANY
PROVISION TO THE CONTRARY IN THE NOTE, AS MODIFIED HEREBY,
BORROWER SHALL BE FULLY LIABLE FOR THE FOREGOING INDEMNITY.
7. NO CONTROL BY BANK. BORROWER AGREES AND
ACKNOWLEDGES THAT ALL OF THE COVENANTS AND AGREEMENTS
PROVIDED FOR AND MADE BY BORROWER IN THIS AMENDMENT, THE LOAN
AGREEMENT, AND IN THE OTHER LOAN DOCUMENTS ARE THE RESULT OF
EXTENSIVE AND ARMS -LENGTH NEGOTIATIONS BETWEEN BORROWER AND
BANK. BANKS RIGHTS AND REMEDIES PROVIDED FOR IN THE LOAN
AGREEMENT AND IN THE OTHER LOAN DOCUMENTS ARE INTENDED TO
PROVIDE BANK WITH A RIGHT TO OVERSEE BORROWER'S ACTIVITIES AS THEY
RELATE TO THE LOAN TRANSACTIONS PROVIDED FOR IN THE LOAN
AGREEMENT, WHICH RIGHT IS BASED ON BANK'S VESTED INTEREST IN
BORROWER'S ABILITY TO PAY THE NOTE AND PERFORM ITS OTHER
OBLIGATIONS UNDER THE LOAN DOCUMENTS. NONE OF THE COVENANTS OR
OTHER PROVISIONS CONTAINED IN THE LOAN AGREEMENT SHALL, OR SHALL
BE DEEMED TO, GIVE BANK THE RIGHT OR POWER TO EXERCISE CONTROL
OVER, OR OTHERWISE IMPAIR, THE DAY-TO-DAY AFFAIRS, OPERATIONS, AND
MANAGEMENT OF BORROWER; PROVIDED THAT IF BANK BECOMES THE
OWNER OF ANY STOCK OF ANY ENTITY, WHICH ENTITY OWNS AN INTEREST IN
BORROWER, WHETHER THROUGH FORECLOSURE OR OTHERWISE, BANK
THEREAFTER SHALL BE ENTITLED TO EXERCISE SUCH LEGAL RIGHTS AS IT
MAY HAVE BY BEING A SHAREHOLDER OF SUCH ENTITY.
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8. Release. Borrower and Guarantor, on their own behalf and on behalf of
their predecessors, successors and assigns (collectively, the "Releasing Parties"),
hereby acknowledge and stipulate that as of the date of the execution of this Amendment,
none of the Releasing Parties has any claims or causes of action of any kind whatsoever
against Bank in connection with the Loan, or any of its officers, directors, employees,
agents, attorneys, or representatives, or against any of their respective predecessors,
successors, or assigns. Each of the Releasing Parties hereby forever releases, remises,
discharges and holds harmless Bank and all of its officers, directors, employees, agents,
attorneys, and representatives, and all of their respective predecessors, successors, and
assigns, from any and all claims, causes of action, demands, and liabilities of any kind
whatsoever, whether direct or indirect, fixed or contingent, liquidated or non -liquidated,
disputed or undisputed, known or unknown, which any of the Releasing Parties has or
may acquire in the future relating in any way to any event, circumstance, action, or failure
to act from the beginning of time through the date of the execution of this Amendment, in
connection with the Loan.
9. Usury Laws. It is the intention of the parties hereto to comply strictly with
all applicable usury laws; accordingly, it is agreed that notwithstanding any provisions to
the contrary in the Note or any other Loan Documents, or in any of the documents
securing payment hereof or otherwise relating thereto, in no event shall the Note or such
other Loan Documents require the payment or permit the collection of an aggregate
amount of interest in excess of the maximum amount permitted by such laws, including
the laws of the State of Texas and the laws of the United States of America (the
"Maximum Rate"). If any such excess of interest is contracted for, charged or received
under the Note or under the terms of any of the documents securing payment hereof or
otherwise relating hereto, or if the maturity of the indebtedness evidenced by the Note is
accelerated in whole or in part, or if all or part of the principal or interest of the Note shall
be prepaid, so that under any of such circumstances the amount of interest (including all
amounts payable hereunder or in connection with the loan evidenced hereby which are
not denominated as interest but which constitute interest under the applicable laws)
contracted for, charged or received under the Note shall exceed the Maximum Rate, then
in any such event (a) the provisions of this paragraph shall govern and control, (b) neither
Borrower nor any other person or entity now or hereafter liable for the payment hereof
shall be obligated to pay the amount of such interest to the extent that it is in excess of
the Maximum Rate, (c) any such excess interest which may have been collected shall be
either applied as a credit against the then unpaid principal amount hereof or, if the Note
shall have been paid in full, refunded to Borrower, and (d) the effective rate of interest
shall be automatically reduced to the maximum lawful contract rate allowed under the
applicable usury laws as now or hereafter construed by the courts having jurisdiction
thereof. It is further agreed that without limitation of the foregoing, all calculations of the
rate of interest contracted for, charged or received under the Note or under such other
documents which are made for the purpose of determining whether such rate exceeds
the Maximum Rate, shall be made, to the extent permitted by applicable usury laws, by
amortizing, prorating, allocating and spreading in equal parts during the period of the full
stated term of the loan evidenced hereby, all interest at any time contracted for, charged
or received from Borrower or otherwise by the holder or holders hereof in connection with
such loan.
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10. Indebtedness. Nothing herein shall in any manner diminish, impair, or
extinguish the indebtedness evidenced by the Note, as hereby amended or the liens
securing the Note. Borrower ratifies and acknowledges and agrees that the Borrower's
reimbursement obligations under the Note are to be paid in accordance with the terms
thereof, and are not subject to any offsets, deductions, credits, charges, or claims of
whatsoever kind or character, and further agrees that all offsets, credits, charges, and
claims of whatsoever kind or character as of the date hereof are fully settled and satisfied
and otherwise waived hereby. The Note, as hereby modified, is the Note under and for
purposes of the Loan Agreement. Nothing herein (including Bank's execution of
agreement to the terms of this Amendment) shall constitute a waiver of any Default or
Event of Default (whether now existing or hereafter arising) or any requirement in the
Loan Agreement, as hereby amended.
11. Dispute Resolution. In consideration of the premises and the mutual
agreements herein, the undersigned (referred to in the attached Commercial Jury Waiver
Clause as a "party" or the "parties") agree all disputes, claims, and other disputes
(whether based upon contract, tort, or otherwise among the undersigned or otherwise
relating to the referenced loan transaction) shall be subject to and governed by the
Commercial Jury Waiver Clause attached hereto as Exhibit "A" and incorporated herein.
This is a material inducement to Zions Bancorporation, N.A. dba Amegy Bank to modify
and extend the loan evidenced by the Note.
12. Miscellaneous.
12.1 Preservation of Loan Agreement. Except as specifically amended
and modified by the terms of this Amendment, all of the terms, provisions, covenants,
warranties, and agreements contained in the Loan Agreement shall remain in full force
and effect (further, the failure to comply with any term or covenant of this Amendment
shall constitute an Event of Default under the Loan Agreement).
12.2 Counterparts. This Amendment may be executed in two or more
counterparts, and it shall not be necessary that any one of the counterparts be executed
by all of the parties hereto. Each fully or partially executed counterpart shall be deemed
an original, but all such counterparts taken together shall constitute but one and the same
instrument.
12.3 Joinder. Guarantor joins in the execution and delivery of this
Amendment to evidence that its Guaranty remains in full force and effect and is not limited
or impaired in any respect as a result of the delivery of this Amendment and the
transactions contemplated hereby, and to join in and agree to the release in Section 8
above and to the dispute resolution provision in Section 11 above.
12.4 Imaging. Bank shall be entitled, in its sole discretion, to image or
make copies of all or any selection of the agreements, instruments, documents, and items
and records governing, arising from or relating to any of Borrower's loans, including,
without limitation, this document and the Loan Documents, and Bank may destroy
or archive the paper originals. The parties hereto (i) waive any right to insist or require
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that Bank produce paper originals, (ii) agree that such images shall be accorded the
same force and effect as the paper originals, (iii) agree that Bank is entitled to use
such images in lieu of destroyed or archived originals for any purpose, including as
admissible evidence in any demand, presentment or other proceedings, and (iv) further
agree that any executed facsimile (faxed), scanned, or other imaged copy of this
document or any Loan Document shall be deemed to be of the same force and effect as
the original manually executed document.
12.5 On -Line Banking - Loan Payments. From time to time, Bank may
(but shall not be required to) permit loan payments to be made through its online banking
website. Bank may impose and change limitations on making online loan payments, such
as minimum or maximum payment amounts, the types of accounts from which loan
payments may be made, and the types of payments that may be made online (i.e.,
ordinary installment payments, principal -only payments, or other types of payments).
Whether online payments are permitted, and Bank's applicable terms and restrictions if
such payments are permitted, will be reflected in the features available online when a
user logs into the online banking website.
12.6 Electronic Delivery of Documents.
(a) The provisions of this Section shall be applicable in the event that
Borrower delivers any (i) financial statements of Borrower, Guarantor, or any other person
or entity ("Financial Statement"), (ii) no default or compliance certificates ("No Default
Certificates"), or (iii) borrowing base certificates ("Borrowing Base Certificates", and
together with the Financial Statements, the No Default Certificates, and any other
documents or information regarding Borrower or any other person delivered to Bank
pursuant to this Agreement, collectively, the "Financial Information") in electronic form
(by "email").
(b) The Financial Information delivered in electronic form shall, for all
purposes, be the same as if, and shall have the same validity, force and effect as if, such
Financial Information had been delivered in paper or other tangible form. Each item of
Financial Information delivered in electronic form shall be deemed to have been originally
signed by Borrower for all purposes (including all purposes and interpretations of federal
and state law), whether or not there is an electronic name or signature of Borrower
thereon, and Borrower waives any right it may have to claim that the electronic documents
are not original documents or valid documents.
(c) Borrower shall deliver Financial Information to Bank in, and only in,
a format that Bank may both retain in its own records (i.e. save as a file on its own system)
and print. In the event that at any time, under the electronic format then currently used
by Bank, Bank is unable to save or print Financial Information delivered in electronic form,
Borrower shall no longer be permitted to deliver Financial Information in electronic form.
This Section constitutes an agreement between the parties to conduct transactions by
electronic means pursuant to the Texas Uniform Electronic Transactions Act, Chapter 43,
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Texas Business & Commerce Code (the "Act"), and the provisions of the Act shall be
applicable to the delivery of Financial Information by Borrower to Bank in electronic form.
12.7 NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND
THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN 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.
12.8 USA Patriot Act Notification. The following notification is provided to
Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318:
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A
NEW ACCOUNT. To help the government fight the funding of terrorism and
money laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each person or entity
that opens an account, including any deposit account, treasury
management account, loan, other extension of credit, or other financial
services product. What this means for Borrower: When Borrower opens
an account, if Borrower is an individual, Bank will ask for Borrower's name,
taxpayer identification number, residential address, date of birth, and other
information that will allow Bank to identify Borrower, and, if Borrower is not
an individual, Bank will ask for Borrower's name, taxpayer identification
number, business address, and other information that will allow Bank to
identify Borrower. Bank may also ask, if Borrower is an individual, to see
Borrower's driver's license or other identifying documents, and, if Borrower
is not an individual, to see Borrower's legal organizational documents or
other identifying documents.
12.9 Beneficial Ownership. Borrower agrees to promptly notify Bank (A)
of any change in direct or indirect ownership interests in the Borrower as reported in the
Certification, or (B) if the individual with significant managerial responsibility identified in
the Certification ceases to have that responsibility or if the information reported about that
individual changes. Borrower hereby agrees to provide such information and
documentation as Bank may request during the term of the Loan to confirm or update the
continued accuracy of the information provided in connection with the foregoing.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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EXECUTED effective as of the date first stated in this Amendment.
MAREN GROVE, LLC, a Texas
limited liability company
By: O-SDA Maren, LLC, a Texas
limited liability company, its
managing member
By: O-SDA Industries,
LLC, a Texas limited
liability company, its
sole member
By:
Megan Lasch, Sole Member
BANK:
ZIONS BANCORPORATION, N.A., dba Amegy
Bank
By:
Ray iller,
Senior Vice President
JOINED IN AND AGREED TO:
GUARANTOR:
O-SDA INDUSTRIES, LLC,
a Texas limited liability company,
its sole member
Megan Lasch, Sole Member
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EXECUTED effective as of the date first stated in this Amendment.
BORROWER:
MAREN GROVE, LLC, a Texas
limited liability company
By: O-SDA Maren, LLC, a Texas
limited liability company, its
managing member
By: O-SDA Industries,
LLC, a Texas limited
liability company, its
sole member
By: qL A& �
Megan�asch, Sole Member
BANK:
ZIONS BANCORPORATION, N.A., dba Amegy
Bank
93
JOINED IN AND AGREED TO:
GUARANTOR:
O-SDA INDUSTRIES, LLC,
a Texas limited liability company,
its sole member
By:
j—k-U 6 �A
Megan L ch, Sole Member
Ray Miller,
Senior Vice President
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ACTIVE 724902062v6
W29MIMEN
ATTACHMENT
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Dlaputc nesolation. T hjA secdoa eoutaka a jury waiver, arbttratJoa ebense, and a ctxas actloo welve►. READ
rr CARr.IVLLV.
T'hta dispute resolution ptovW" shall super"de and replace say prior "Jury Wsttvero" "Judtclal Aeicr,rae+c,^
"Claus Action Walser." "Arbitration," "Dirpato Rtsolul3on," or simltar alternative dispute agreement or
provision betxeen or aoroag the parties.
JUR V TRTAL SYA.iVM CLASS ACTION WAIVM As perittinad by applicablo law. each patty wratvasttrrlr
resptttive rights to a trial before a Jury to ermnection wilb any Dispute (tea *'DCtr'auW' Is r dcfrncd),
sod Disputes shad bo resolved by a judge sltdng wltbout a Jury. If a erytLt detortsinas titnttbis pravieioa is rot
entbrr wblo for any remeoo "at arty 6no prior to trial of tits Dispute, but not )Ad*c Own 30 days stlrr Mtry of tho
onia: dctoriujulssa thb provision is unus-dorsaable, any party oil all be esditled to trove the court forrt.'t order
oatupellitsg eubitratian sad ttaylcg or dismissing stueh iiHgsdtm Ireadlag aLvlaudon ['lubltrattoo Onto`). if
lterrnitxad by applicable taw, esch party also waives the right to lIftnt,s in court or as arbttration proceeding
any Despate as a chaff &cU*a. citber as as usasubar ore clues or as a vepreseabslve, or to not as a private
attorney g<asreL
A"ITA&TION. Ifs claim, dirpula, or conmveasy Nines with rwrActto tWh Aj toosacrtt, belated atrcemeots, or
any other atnwcmrut or bu ritim relailoasUp wbothar or notrelatod to tlto subject nrut.0 of this Agreest%ant tall of
Life foroj,winp a "Dispute"), and only if a j try trial waiver is not permiteed by appUcAble I nw or roU roe try a court.
tithe' party rimy rogu4m that the Dupnta bo rosolve4 by binding arbitration b trocn n ainglo rrtltrstor, BY sallfarJag
to arbitrate a p(spute, oath party gtvty Up any right that parry play have to a jury trim, au well as otbar rights
abet petty would have in court thus art 401 sYnUwbla or are here limStcd to arbitration, such as the rlots to
dtacovary sad to appeal.
Arbitration "All be cornmenc-od by faliaz a petition wilts, and Is accordance with the ►ppi.1"ble ubiu-stlon ruled of,
JAMS cr lVrttiottal Artfivatloe Fatttno t"�1dLnlnlwalor'� as sclex-.sod by bite initiatitg party, if oho peutiaA spear,
orbiondon nszY bo cvaswcpcod by appolnmrcat of a Uceasad attar»ay wise is-160t*4 by the partied and who agrees
to conduct tine arbitration without na A 1wWrantor. CJhspoins lncluda buttetrs (1) routing to a deposit ACOX rat.
appllca#on for or donial otfcrollat. onforeoutent ofsay of the ohlipticvu hither party bad to the other, cotnplinnra
with upplicabls latex and/or regulations, performance or starviccs provided under any atgtaesu ut by +uy P&AY. ill)
based on or aria`ag noun are ellrgai tort tx (oil) iyv91ying' itLcr�aaty'a eaaployeoa, s6onts, affiliates, ar aatlgna
ISOMYer nj_trsr�dn miLltid"A the vaUtlity, eufbtde3tbiiity, nolaa6la� or soopo of this arbitration provision and
such matters Lusty be dater mead only by at Tf a t43rd D is A-Darlytri a U1, ram bush g4rtv_54a tt to
VCIWZ filar oho
ion proce«iIng aha ll be at a location de'=Mtncd by mutual agreowertt of Lire pwrttas of, it no nycor bet» Ia
the 6ty Red stets what ler4cr tar the bunk is bnWqu&.rl4red.
Its corsrt orders arbitration of tt Dlsputs, the patty to W4c Dltpttte that etid net seek the Adoltratioo Onus distil
oornmaace wbitratloo. The pprry that sought the Att itradca Ordertitay comtnetteo wbluatknr, but sLadl have no
obligwdon to de, sn, and stdall not to tray Way be adycisety prejudiced by initiating cr pordoipnting in litigation or
eloctsng not to comLzcsoo ttr'bitradgu. 'lisp s.birratorohall (s) boar mead two un appropriate dispntitive motions fray
jud; ilunat on the ptoadinJla, for failum to stase a elatiot, or for fall or partial aumraary judtnneet; (13) rtnrdcr a decision
and any award applying appaeabir taw; (M) &Iva effect to any I lrultalioca pc3iod In dotormining any Dispute, or
defome; (iv) eIIiDreo the doctrines of compttiaory rnortut}elsr>, Ica jadlcele, sad ooiletcrel e4toppsl, Ifoppiicablo;
(v)with engird A madc;fu ford the arbitrrdon hearing,, a7Ply tulas of evidanoo govsrning olvil cape"; Rod (VI)apply
the law of the stato epteiAod in the sgrotuUent evtng rise, to du Dispute. Flung or a petitiwt far arbitrsiioo "I not
provant any party hose (1) seaYtog and obtaining iYomncoan of vcrrspatcntjusisd Woe (nacwiUvrtswdint ongoing
arbitration) previsional or ancillary r=modies ineludint bultwt 14Wtod to injunadve ralief, property preservation
orders, foraclosttns. eviction, runcbmant, replevin, punishment, srndlor this eppolntmont of a reeoh+ar, (ii) purauitg
aatrjudichsl finetlt»tae, Of fill) avallhng itsaif of tiny sol&boip twncdiss such its auto -hand repossossiort. M,
excretso of such rlaltts stunt not cconstslvta ► wolves of the right io subnok say 01sputa W srlrttntson.
Judrmcm upon an arbitration bttrrdtnay be ontertsl in any court having jurisdicttoa gtccpt that, if the arbivslian
stated exceeds 5d,000,000, spry petty shall be, mtit.4.d to a de seen sypeal o£cbo a�astrd beloto a Irssnel of throe
arbluslors. To allow ror such appeal, i.f tho award (Inoltlding AdieshA rstor, arbisrarar, and attorney': fens cad
coats) cxcoods $4,000,000, the srbitrotor will issue a wrfttoa, tpas04e4 deolcioa supporthtg too avant. IntI%xJIrsg it
statcracol of Ruthotity and its tppliwtion to the Mputs. ,A sagntal for de etovd appesd mvst be Mod with the
utirrawr within 30 days following the dad of tba tubitsution abused; if suab a recluest is not Mi6a Within that tune
period, the orfihaation doe ision shall become fins] apd bituifng On apjs4al, tut srUkratoty Rhall twlow the award Je
slaw, mousing that they shall reach thnir qwn Iitrdinav of fact Rod uttt..httioxs oflaw rather than dt:fclr4ng in any
trtar:.ow to the original arbitrator. Appeal ofan athitrallnn w*Wd shah be, pnusuaat to this rules of tho At.4stlubu'stor
or, iftho Adntinis"wr has no such rulers, than the IAIMS atbi=xdon aspellass rtslw sbts l apply.
wrbtasalon utsdrr this provision eont:erns a Rarsactiaa irtvolvial:
interstate commerce and $ball too govicenod by the
Federal Arbitration Act, 9 U.S-C. 6 l m asq, This urbltradan provision shall $arvive Styr taemltua3nrt, "rtrnrtmeat, or
expiration of tbis AVMMtun. if tic terms prttdb ptuvl►ioe vary hum the AdminiitrstWs rulat. ;his arbitration
provision shall control, ,s • • ,
RELIANCE. EAc6 party (i) cedides that Re,, obit has ref :"acted to such Forty that die oth- platy would not seek to
wXotcejury sod class action walvers In sLgeveri{•.gC.sttit,; sold M06"owhodgos that it and tbo other party have baen
Induced to ewer Into this Agiocmcnt by,,rycwn;{ atbe ctinp, dtonit al rwaivors, agreaawnts, and ucrti9catiosut to
title section e
ACTIVE 724902062v6
ArmgyBank
Certification Regarding Beneficial Owner (s) and
Controlling Person of Legal Entity Customers
1. General Instructions
What is this form?
To hep tine grhmrrle-rt Ilgtlt Dimclal crime, federa regjMW requre6 cerah An3naz4 Irsith MM Z cb::M,
verfy, and recap Ir(,xmX01 33= ".he t*reclal wiers of legs ertlty a.:sior-l?rs :ega erttW_6 car, De
aNEM ID dsgAse t-voNt-T in 'n ter rzl r1raldng money la<nye ws tar evastA ccrrtp:01, fraLxaid
tUw Mxcial WMA-G, RegUrng III* dsr.�3ure or key Ird'Mas who u:lToteay (YAn a ocfttZl a legal ertlty
(,.e_, the oere'.dal o -*%) helps taw eriorcernesil, ana Proseaate Ytese crrrp6.
Who must complete this form?
Trils'o" must tx- omplete tl by 1rie persal c9enlig a rew axcuit on Dow : t a lega eraty wo any of the
follMry U.S, flrardA inOtAcm 0) a Dark or o'edt unlor, 0Ij a t>—,ter a dealer h sewr_es; [ilk a mxu3l
funJ; (NI a Arures axrns5on rwc43it; or (v) an Irtrocucing Drater Ii cx atws. Il sane cases, a
nn3naal rit rlabsr r, t3y request b? *Dcr r aArefsunlp I ftcraticn `oT rzM ng arstwws.
For the phloxes ct the Tam a legal entry irdWes a oo-To3tlm, irrlled llatflty mr parry, cc of w ert ty
thai is creXka by a flung U a p"c Oxar wr Mth a Seurtary c( S-Ae or sirrllar ofTlce, a gm --al
par,e:strp, aV any WNLY mmr*ss entity tcmkd ,n .ie t hreo =es U a faragn corrtr}.. ! eQ3 E'er' ,ICW
root ;-dude sae praariewrshtos, Lararpcfated a.ssadatlaz, or na ua persons opeorg aoc nts m tnel'
EWI t:er►at'.
What information do I have to provide?
T-n% turn regUres )cu tD pf-," V* nam? address, pate Cf brh and wdal sewrty runDer or passpcft
rurtw or olner srnlar !n,0ffn3ban, Ir the rase of Wv-U.S. Perxorsi for the ?otowing Irdolial6 ;I.e., V*
b9rleftclalOM BrB;-
I- E30 nJvAual, r ar y, -Mi o cwis, alret,—y a 1rolrectry, 25 pera tt or rude of the equty rter of
we ►egg erry cuswnw (e g., eam ratu A per'6cfi "rat aAm 25 pervert or rare -,( re
sf>3-es Ora aorcora m l;
tL Ai MWCAW 'Aith s1grMw.t r2g4n Nity 'Dr mar'agnq the legal eMt)'a.Sforw ;e.g, a CPI'-f
ExecLV,e rM::&, Chef Fnwc> 31 Offtxr, C.tkii! ope-In9 Cfticer, Rtaragng 1.4errber.
C-ff,,--raPxtrw, art. Vide PrESJ a freaureri
Ar'►e3y Bark wil ask Ir see a copy or a driers llxrse or ctw lae'rl)IN d,rrrr&tt for each oerereial oar
ltstetl cfl'n% IY r
Pape S or 3 AH*gp Earl+, a di+"agr, al Z" E ar.xt*uraGc) ., fti J. NMm'-*r FDC
ACTIVE 724902062v6
AmegyBank
Save As I Print I Clear Form
Beneficial Ownership Certification
Persona opening an account on behalf or a legal entity must provide the follow►ng Information:
Na-v Of IQ%r3 Peryon voenrg cco'.., I.OiA't uest of f4tfa PC=n cpe•'Vnp A CC 5:k,-r LLc;I uest
Marne c(Le}a E�oy ts• 11Ihtn _he rarrt,'s Bet V q'rned Type c(tepa' Entty
A oxess c(Le-Aunty
Control Prong
ConvWte the rodowtng Intornutlon W one In&Ajuat with solocant reaponalb►lIty for mmaglng the too entity Hated
above, such as:
• An exec mve omcar or senior manager {a.g., Civor Fxecm" omcw. Chter Financial omcf ,
Chler Operating OMcby, Managing Member, genera! Partner, PfastdenC Vice Presodenk
Treas m"; or
• Any other VxWy ivat who ragularfy performs slnWx run coons.
(tt approptlate, an Individual Ilsted under the ssWon above may also be Usted In this rsectlon.)
'»
IAx" e Gre For L/. F'Cxry
rs[9L1G'.'rib.'/A'YSKil AdtlTskl I ccr-b! securttj Mffmhers
IC Tyre
04"-' cf SnAnce E,FAYMan Zute
Ownership Prong
Complete the foltow1mg tntomudion for g,Qjt IndMdual. If any, who, 0"otly or tralrsotty, tfvc Mh any vw&3't of wu Qwnerd,
undelsts,vJtn0. retationchlp or ath4rwtce, owns 26 Peroent cc mgro of the equity trderawts of the WZW erttty tided atrare:
pf no .ndlv'dual meets lh46 deflrJtsan, Plasce mit4 Not Appt+aau*.')
v^wVrV
f:a^+e Ilaied8t'_'*I (Rt7aenGylAddTs+ta+ACahrssl ISor�+.ierurtyf.Lm.^ert�� e�apel
is IWO
Y,arvC'%r.tj e"ssuance
n*' a or!saance EinYadon %-,t
1Ih teu of a 6c<'N recur-j, htrrt{s cr Ws2at rurbet, ► on-U.5 cer+ars rrrf alto rrcNloe 3n hx,4u1 TaMayer IdtrI%3Con tlu-bxr
(M.N1: 3^ 3kr Ioe'Y.Tr_7.on Cs r-m-oef, cr rt inner and LcLnry o•-.73ua-ce :0 3'rj ctrL'r gc.errnlerL-u:4e-d J:w vnert evdendrg
naton3ilt,r vresovr_e and bewra a p,`,ctcg3pn, cr 5mlar satquw9.
Page 2 of 3 A. t%;Y rsam, a duwkn JZola 946tio- mg'6n, It A MD,W Fpl:
ACTIVE 724902062v6
C,.rer x2
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In eu V, a s4x4l zr_e rtj NU—Ger. er ax:•pcj-, runner, tNn U.S. ?erscr. may a'" prc dr r• td+19 iN Tavwy�er l vVM3y7r, tta--tc
Ir W, ar: .n Oertt?m-" mrd rurnoer, or numw aM courrry Y i:SUYce Y ar..s Mtr Jxumrnt eVoe,_rq
nro^u•.:l or mV derte and bearn7 a pPctD7X--, or , fr'ar safeguard
L (name ornarurat person openmg accoumj, herfrby certify, to the beet of
my knoMedge, Mat the information provided above Is complete and correct In aachtlon, the aboveateted h-Qal entity
hereby agrees to promptly notify too bank upon any change In the Information provided above.
Signature:
Oat?:
A,, Bank omcerl'N
The I*nendal aemerhr 1p mgul3tlon does not require a wet signature In order to fumll the certification requlretnent
In the event a verbal certMe3don Is obtained, please complete the section Wow and confirm the client agrees to
prwT" nottry the bank upon any change in fire Information provided above.
..L (ZID) , hereby oerttfy on (Date) . to the beet of my knowledge. that the Information
prwiae,d above is complete and oorreot in 3001 ion s above -hated legal entity hereby mesa to promptly
notify the bank upon any td►a Vo In the Irdonnabon provided above.'
Marne Title
REV 09.11.�a
Pape 3 o'3 Aj)n-Jp a4- a J'�WIot;J s r?Yr_.�yv±i-r:• NX /fe(1r Q! =r!C
ACTIVE 724902062v6
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 06/09/26 M&C FILE NUMBER: M&C 26-0493
LOG NAME: 19MAREN GROVE UDAG FUNDS
SUBJECT
(CD 9) Authorize Expenditure in the Amount of $550,000.00 of Urban Development Action Grant Miscellaneous Revenue as a Forgivable Loan to
Maren Grove, LLC, or an Affiliate, in Support of Maren Grove Apartments Located at 801 W. Shaw Street; Authorize Execution of Related
Contracts; Find that the Loan Serves a Public Purpose and that Adequate Controls are in Place; and Adopt Appropriation Ordinance
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize expenditure in the amount of $550,000.00 of Urban Development Action Grant Miscellaneous Revenue as a forgivable loan to
Maren Grove, LLC, or an Affiliate, in Support of Maren Grove Apartments Located at 801 W. Shaw Street;
2. Authorize the City Manager or his designee to execute a loan agreement and all other related documents necessary for lending activities
with terms as specified below;
3. 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;
4. Authorize the City Manager, or his designee, to amend contracts and other related 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;
5. Find that providing the loan serves the public purpose of providing decent, safe, and sanitary housing for low-income residents, while also
creating new jobs in the City, and that adequate controls are in place through the various loan documents and agreements to ensure the
public purpose is carried out;
6. Accept interest revenue and miscellaneous revenue receipts in the Grants Operating Other Funds account; and
7. Adopt the appropriation ordinance increasing estimated receipts and appropriations in the Grants Operating Other Fund in the amount of
$54,248.59 from Urban Development Action Grant Miscellaneous Revenue Program Income for the purpose of funding future projects.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to approve financial actions to support Maren Grove (Project). This initiative
aligns with the City's Comprehensive Plan and Neighborhood Conservation Plan and Housing Affordability Strategy by delivering quality,
affordable housing for low -to moderate -income residents while also fostering economic development and revitalizing the City.
The Project is a 90-unit affordable housing multifamily property developed by O-SDA Industries in partnership with Saigebrook Development
(Developer) and financed in part with equity from 2024 9% Housing Tax Credits. All of Maren Grove's units will be income -restricted serving
families with below -market rents adjusted for the Area Median Income (AMI) with 20 deeply affordable units for reserved households at 30% AMI,
26 units at 50% AMI, 28 units at 60% AMI, and 16 units at 80% AMI. Affordability will be enforced through a state -imposed Land Use Restriction
Agreement on the property for a minimum of 40 years. The Project is an adaptive reuse of the historic Victory Arts Center. In addition to
rehabilitating the existing structure, it will include an added residential building and an on -site reduced -cost Pre -Kindergarten Program for
residents and members of the surrounding community. The Project closed on financing and began construction in June 2025 and is currently about
85% complete.
Maren Grove received a $4,000,000.00 award through the Environmental Protection Agency's Greenhouse Gas Reduction Funds (GGRF) to
close a financing gap, however, the GGRF program was terminated in Spring 2025 as a result of shifting funding priorities at the federal level. After
securing additional construction financing, the Project still faces a financing gap of over $2,000,000.00. The Developer responded to the City's
Notice of Funding Availability for Community Development Block Grant -Disaster Recovery (CDBG-DR) funding for multifamily housing
development. However, after review, the Project was determined to be ineligible because it did not meet the applicable CDBG-DR regulatory
requirements. With these funding sources unavailable, additional gap financing is needed to support Project completion.
City staff has identified $550,000.00 in unprogrammed Urban Development Action Grant (UDAG) revenue funds that may be used to support the
Project. To address the remainder of the financing gap, the Developer will defer a portion of their fee and implement value -engineering measures.
The Project is an eligible UDAG economic development activity consisting of the adaptive reuse and rehabilitation of the historic Victory Arts
Center combined with new construction of a 90-unit affordable multifamily development. The Project supports economic recovery through private
investment, long-term affordability, and the provision of an on -site reduced -cost Pre -Kindergarten program. UDAG funds may be used because
new housing construction and rehabilitation are eligible activities under Title I and UDAG regulations. Funding the Project will also result in the
creation of at least three new full-time jobs in the City through property management, maintenance, and staffing of the on -site Pre -Kindergarten
Program.
Staff recommends execution of a contract with Maren Grove, LLC, or an affiliate, for a forgivable loan in UDAG funds in the amount not to exceed
$550,000.00 on the following loan terms and conditions:
UDAG Loan Terms:
1. Loan term to commence on the date of execution and terminate 40 years after project stabilization. Final payment of principal and accrued,
unpaid interest will be due 40 years after project conversion coterminous with final payment date of permanent loan;
2. Five-year performance period to begin on the date the project reaches stabilization, or 12-months after completion whichever comes first;
3. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents;
4. UDAG funds will be used for eligible construction costs associated with the new multifamily housing construction;
5. UDAG contract funds shall comply with applicable Urban Development Action Grant (UDAG) requirements under Title I and 24 CFR Part
570, including adherence to eligible UDAG economic development activities and the requirement that the Project contribute to economic
recovery;
6. Developer must employ the equivalent of at least three full-time positions during the performance period;
7. UDAG loan shall be forgiven if all terms and conditions are met and Developer has complied with all contract regulations and requirements;
and
8. UDAG funds will be provided on a reimbursement basis for eligible construction costs only.
Staff recommends approving the expenditure and execution of contracts and related loan documents with Maren Grove, LLC in the amount of
$550,000.00 in UDAG funds for construction costs in support of the Project.
UDAG Miscellaneous Revenue funds are rental revenues received from the lease of the City -owned parking garage under General Worth Square
(City Contract No. 11085, as amended and assigned). UDAG Funds must be used for projects that meet certain CDBG program requirements,
including use in a CDBG-eligible area, qualification as a CDBG economic development project and inclusion of private investment or UDAG
economic development activities that contribute to economic recovery. Annual revenue from the parking garage is approximately $373,000.00.
Currently the City has an appropriate balance of $506,863.69 in UDAG funds. In addition, the City is in receipt of but has not appropriated a total
of $ 54,098.59 of UDAG Funds. After funding this loan, and after all funds have been appropriated, the garage rental revenues account will have a
remaining balance of approximately $10,962.28. Adoption of the attached appropriation ordinance will appropriate the current balance of
program revenue for use on this $550,000.00 loan, with the balance of appropriated funds to support future City projects or programs.
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 its
Comprehensive Plan and the Neighborhood Conservation Plan and Housing Affordability Strategy, by providing quality, accessible, affordable
housing for low- to moderate- income residents and supporting economic development and revitalization, and that the forgivable UDAG loan, are
vital to the financial feasibility of the Project. 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.
This project is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that funds are currently available in the Hyatt Regency Parkg Garage Rev project within the Grants Operating
Other Fund and upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available as
appropriated. 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 of verifying the
availability of funds. This is a reimbursement grant.
Submitted for City Manager's Office by. Dana Burghdoff 8018
Originating Business Unit Head: Kacey Thomas 8187
Additional Information Contact: Dyan Anderson 7398
FORTWORTHO
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Maren Grove, LLC
Subject of the Agreement: UDAG Amendment to Construction to Permanent Loan Agreement
M&C Approved by the Council? * Yes 9 No ❑
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes 8 No ❑ 65502
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes B No ❑
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No B If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: Date of execution of the contract Expiration Date:
If different from the approval date. If applicable.
Is a 1295 Form required? * Yes ❑ No M
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 8 No ❑
Contracts need to be routed for CSO processing in the followingorder:
rder:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.