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June 27, 2016 WHEREAS, on December 13, 2000, City Council Authorized an Amendment to Resolution No. 00-2148, to Extend the Sixty

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June 27, 2016 WHEREAS, on December 13, 2000, City Council Authorized an Amendment to Resolution No. 00-2148, to Extend the Sixty COUNCIL CHAMBER 180920 June 27, 2016 WHEREAS, on December 13, 2000, City Council authorized an amendment to Resolution No. 00-2148, to extend the sixty-day period to allow the Oak Cliff Foundation to enter into a management agreement with the Dallas Summer Musicals and to extend the ninety-day period to obtain funding commitments to December 13, 2000, which will allow the Oak Cliff Foundation to obtain Neighborhood Renaissance Partnership Section 1 08 Notes acquisition, including eligible site preparation, professional, and other related soft costs, construction, reconstruction, historic preservation, rehabilitation costs associated with renovation of the Texas Theater and related properties, 231 W. Jefferson Boulevard and 210 Sunset Avenue, into a community performing arts center in furtherance of the elimination or prevention of blighted and deteriorated conditions by Resolution No. 00-3734.and WHEREAS, on June 27, 2001, City Council authorized an amendment to the Neighborhood Renaissance Partnership Program Section 108 contract for Loan Guarantee Assistance to change the final date for the drawdown of funds for expenditure from June 30, 2001 to December 31, 2001 and provide for other matters relating thereto by Resolution No. 01-2092; and WHEREAS, on November 14, 2001, City Council authorized an amendment to the Neighborhood Renaissance Partnership Program Section 108 contract for Loan Guarantee Assistance to change the final date from the drawdown of funds for expenditure from December 31, 2001 to December 31, 2002 to accommodate the Texas Theater and provide for other matters relating thereto by Resolution No. 01 -3399; and WHEREAS, on February 27, 2002, City Council authorized an amendment to the contract with the Oak Cliff Foundation to reduce the funding gap/operating reserve requirement from $600,000 to $300,000 for the renovation of the Texas Theatre property located a 231 W. Jefferson Blvd., by Resolution No. 02-0820; and WHEREAS, on December 11, 2002, City Council authorized an amendment to change the final date for the drawdown of funds for expenditure from December 31, 2002 to October 31, 2003 to accommodate completion of the Texas Theatre project and a modification to the loan documents between the Oak Cliff Foundation and the City regarding the Texas Theatre project to extend the completion date for the project until October 31, 2003 and provide for other matters relating thereto by Resolution No. 02-3534; and WHEREAS, on May 12, 2004, City Council authorized a modification to loan documents between the Oak Cliff Foundation and the City of Dallas regarding the Texas Theater project to extend the completion date to June 30, 2005 and provide for other matters relating thereto by Resolution No. 04-1559; and COUNCIL CHAMBER 180920 June 27, 2018 WHEREAS, on October 15, 2010, Administrative Action No. 10-2683 authorized the Fifth Amendment to the Loan Agreement between the City of Dallas and the Oak Cliff Foundation amending the Loan Agreement to defer interest payments of $1,628 per month for six months beginning on September 1, 2010 and ending on March 1, 2011; and adding the deferred interest payments in the total of $9,768.00 ($1,628 X 6 months) to the principal balance, making the outstanding principal loan balance $507,448.00. Interest only payments would resume March 1, 2011, at $1,628.00 per month and continue through February 1, 2012. Principal and interest payments in the amount of $3,016.63 would be due beginning March 1, 2012, and continue through the earlier of February 28, 2031 or any earlier date on which the entire Loan is required to be paid by acceleration or otherwise, under the loan agreement or any other loan documents and authorized the change in management and operation of the Texas Theatre from Dallas Summer Musicals (DSM) to Aviation Cinema, Inc., under a lease effective September 1, 2010; and WHEREAS, the Oak Cliff Foundation, after a long fund-raising campaign, was able to garner the necessary funds for the renovation cost and has successfully completed the renovation of the Texas Theatre; and WHEREAS, the operation of the Texas Theatre has met the U.S. Department of Housing and Urban Development’s (HUD) National Objective and the terms and conditions for forgiveness of the $1 .2 million Forgivable Loan have been met; and WHEREAS, the Texas Theatre is a Registered Texas Historic Landmark that has been renovated to provide benefit to the Oak Cliff community and revitalization to the Jefferson Corridor; and WHEREAS, on June 12, 2013, City Council authorized the Sixth Amendment to the Loan Documents between the City of Dallas and the Oak Cliff Foundation (OCF), a Texas non-profit corporation, to amend the Section 108 Term Loan Documents in the original amount of $400,000 pursuant to Administrative Action No. 10-2683 to: defer all payments, interest and principal for thirty six months from May 1, 2013 through April 1, 2016; reduce interest rate from 4% to 0% effective May 1, 2013; and begin monthly payments of principal, in the amount of $1,500, beginning May 1,2016; and forgiveness of 25% of the principal balance of the loan annually beginning May 1, 2017 (so long as OCF meets certain benchmark and criteria as established in the Loan Documents) until the principal balance of the loan is paid in full by Resolution No. 13-1027; and COUNCIL CHAMBER 180920 June 27, 20f WHEREAS, on May 11, 2016, City Council authorized the Seventh Amendment to the Loan Agreement between the City of Dallas and OCF to convert the Section 108 Term Loan (the “Term Loan”) in the original amount of $400,000 from one with partial repayment and forgiveness terms to a secured, 0% interest forgivable loan, where all principal and interest will be forgiven under the loan by June 1, 2026, or over a period of 10 years from the date of execution of the Seventh Amendment whichever is later, and subject to OCF meeting certain conditions and requirements of the City; the City to subordinate its loans with the OCF to a third party lender in order for OCF to obtain third party bank financing, subject to OCF meeting certain conditions and requirements of the City; the City Manager to execute a Partial Release of Lien with respect to the Section 108 funded loan, in the amount of $1,200,000, between the City and OCF; and modifications to the Loan Agreement and the Loan documents to comport with these requirements by Resolution No. 16-0763; and WHEREAS, OCF has now requested an assignment of the Term Loan from Oak Cliff Foundation to 231 W. Jefferson Blvd., LLC. Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1. That the City Manager is hereby authorized to assign the loan agreement between the City of Dallas and the Oak Cliff Foundation as authorized by Resolution No. 16-0763, as amended, from the Oak Cliff Foundation to 231 W. Jefferson Blvd., LLC. SECTION 2. That the City Manager is hereby authorized to execute an assignment and restatement of the loan agreement between the City of Dallas and 231 W. Jefferson Blvd., LLC, and any other ancillary documents. SECTION 3. That this agreement is designated as Contract No. ECO-2018-00005919. SECTION 4. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so resolved. APPROVED BY CITY COUNCIL JUN 272018 CITY SECRETARY.
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