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HomeMy WebLinkAboutResolution 2891!4 • A Resolution NO c~`~ RESOLUTION RELATING TO A PUBLIC HEARING AND APPROVING A FINANCING BY THE MANVEL CULTURAL EDUCATION FACILITIES FINANCE CORPORATION FOR THE BENEFIT OF CASA MANAMA MUSICALS, INC. THE' STATE OF TEXAS COUNTY OF TARItANT CITY OF FORT WORTH WHEREAS, the Manuel Cultural Education Facilities Finance Corporation ("Corporation") is a nonprofit corporation created by the City of Manuel Texas pursuant to Section 4 of the Cultural Education Facilities Finance Corporation Act (Article 1528m, Vernon's Texas Civil Statutes, as amended); WHEREAS the City of Fort Worth, Texas (the City") has been informed by officers of the Corporation that the Corporation has been requested by Casa Manana Musicals, Inc. (the Borrower") to assist it in financing and/or refinancing, on atax-exempt basis, certain cultural facilities, including the construction and renovation of such facilities to wit the Casa Manana Theater which is leased by the City to the Borrower pursuant to a lease agreement effective as of June 2, 1992 (as amended from time to time, the Lease"); WHEREAS, the Corporation is authorized by the provisions of Article 1528m, Vernon's Texas Civil Statutes and the Texas Non-Profit Corporation Act, Article 1396, Vernon's Texas Civil Statutes (collectively State Law"), to enter into contractual obligations in order to finance and/or refinance the acquisition, purchase, or lease, or the construction, renovation, or other improvement of cultural facilities; WHEREAS, the Corporation is authorized by State Law to provide cultural facilities by lease or other contractual arrangement, and the Loan Agreement (the Loan Agreement"), dated as of November 20, 2002, by and between the Borrower as borrower and the Corporation, as Iender the Lender Loan Agreement (the Lender Loan Agreement"), dated as of November 20 2002, by and between the Corporation, as borrower and Bank of America, N.A., (the Bank"), as lender and the Assignment Agreement (the Assignment") by and between the Corporation, as assignor and the Bank, as assignee, constitutes contractual arrangements in which the Corporation is authorized by State Law to participate (the transactions .set forth in the Loan Agreement, the Lender Loan Agreement and the Assignment, by which the Corporation will assist the Borrower in financing and/or refinancing the cultural facilities, as aforesaid, are hereinafter referred to as the Financing"); WHEREAS, as a condition to the Financing, the City desires to execute and deliver to the Bank a Landlord's Consent and Estoppel Agreement dated as of November 19 2002 (the Landlord's Consent") which Landlord's Consent has been presented to the City Council at this meeting; WHEREAS, section 147(f) of the Internal Revenue Code of 1986, as amended (the Code") requires that the issuance of any qualified 501(c)(3) obligations be approved by either the governing body of the City or the chief elected executive officer of the City after a public hearing following reasonable public notice; • WHEREAS, attached hereto as Exhibit A is a Notice of Public Heanng (the Public Notice") which was published in a newspaper of general circulation in the City as required by section 147(fj of the Code which public heanng was conducted by the Corporation; and THEREFORE, BE IT RESOLVED BY THE .CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS THAT Tl:e City Izereby specifically approves the Financing a-zd the Project (as defi-zed in the Public Notice) solely for tl:e purpose of satisfying the requirenze-zts of section 1470 of tl:e Code and for -:o other purpose a~:d is -zot to be co-:strued as a-: u-zdertaki-:g by the City. Tl:e Fi-:a-zci-zg shall not constitute a liability, an i-zdebted~:ess or obligatioiz of the City nor shall a-:y of the assets of the City be pledged to the payment of the Financing. The Mayor is authorized to execute a-zd deliver to tl:e Ba-:k this Resolution This Resolution shall become effective iuznzediately upon its passage. OPTED this 19`h day of ember 2002. ~. ~gTa~~~~R4V 1~.C1~ Kenneth Barr Mayor '` ~ ~ ~®~ O V' ~~ 2~ • ~,y ~ety ~caetrizg~~ ~tt~i trt Fact ~'~.` ~ * * * * ,y EXHIBIT A NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that the 1vlanvel Cultural Education Facilities Finance Corporation (the Corporation '), a nonprofit corporation created by the City of Manvel, Texas pursuant to Article 1528m, Vernon's Texas Civil Statutes, will hold a public hearing on November 4 2002, commencing at 2:00 p.m. at 300 W and St., Suite 1715., Fort Worth, Texas 76102, to provide anopportunity for all interested persons to be heard with respect to the consent and approval of the City of Fort Worth, Texas of the proposed loan under a Loan Agreement by and between the Corporation and Casa Manana Musicals, Inc. (the Borrower") and a simultaneous loan to be made to the Corporation by Bank of America, N.A. (the Z.oans"). The Loans are being made for the purpose of financing the cost of acquiring, constructing, renovating, and equipping cultural facilities, and facilities incidental, subordinate, :or related thereto or appropriate in connection therewith, including relocating the entrance of the Casa Manana Theatre to the east side of the building; lobby and concession area renovations, additional restroom facilities; and renovations to the stage and seating areas, all located at 3101 West Lancaster Fort Worth, Texas 76107 and paying certain expenses in connection with the issuance of the Loans (collectively the Project"). The maximum amount of the costs of the Project to be financed with proceeds of the Loans is anticipated to be $1,500,000.00. The Loans are not payable out of taxes and are secured by and payable solely from funds provided by the Borrower All interested persons are invited to attend the hearing to express their views, both orally and in writing, with respect to the Loans and the Project. Any interested persons unable to attend the hearing may submit their views in . writing to the President of the Board of Directors of the Corporation c/o Winstead Sechrest & Minick P:C., Attn: Todd Brewer 910 Travis Street, Suite 2400, Houston, Texas 77002, prior to the date scheduled for the hearing. MANVEL CULTURAL EDUCATION FACILITIES FINANCE CORPORATION ,; LANDLORD'S CONSENT AND ESTOPPEL AGREEMENT THIS LANDLORD'S CONSENT AND ESTOPPEL AGREEMENT (the Agreement") is executed to be effective as of , 2002 by CITY OF FORT WORTH, TEXAS (the 'Landlord"). WITNESSETH: WHEREAS, Landlord and Casa Manana Musicals, Inc., a Texas nonprofit corporation ("Tenant") entered into that certain ]ease agreement effective as of June 2, 1992 (as amended from time to time, the "Lease") as amended by that certain Amendment to Lease Agreement effective as of January 28, 1997 whereby Landlord agreed to lease to Tenant and Tenant agreed to lease from Landlord certain real property described in the Lease (the "ProoertX"), the terms and conditions of the Lease being incorporated herein and made a part hereof by this reference; WHEREAS, Bank of America, N.A. ("Lender") contemplates making a $1,500,000 loan ("Loan') to Tenant for the construction of certain improvements to the Property (the 'Proiect"), which Loan shall be secured by among other things, a first lien on Tenant's leasehold interest in the Property WHEREAS, as a condition precedent of Lender's agreement to make the Loan, Lender requires that Landlord execute this Agreement; and WHEREAS, Landlord desires to execute the Agreement. NOW THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Landlord,. ~~ Landlord does hereby certify and agree as follows: 1 Attached hereto is a true, correct and complete copy of the Lease and all amendments and/or modifications thereto. Except as attached, there are no agreements or understandings between Landlord and Tenant relating to the Property 2. All rents, charges or other payments due Landlord under the Lease have been paid as of the date of this Agreement, and there have been no prepayments of rent or other obligations except for the current month and for the security deposit, if any 3. All of the obligations of Tenant under the Lease as of the date of this Agreement have been fully and completely performed and Landlord has no claim against the Tenant for non-compliance with any term or provision of the Lease. 4 Landlord does.hereby represent to Tenant and Lender as follows: (a) Landlord knows of no default of the Landlord or of Tenant under the Lease as of the date of this Agreement or any existing condition which would, with the giving of notice, the passage of time, or both, constitute an event of default, and that all rental payments under the Lease are current; (b) the Lease is valid and in full force and effect and constitutes the complete agreement between Landlord and Tenant; (c) there are no existing or impending condemnation proceedings which could affect the Property (d) Landlord has not assigned the Lease or otherwise transferred any interest in or under the Lease. (e) there are no Prior Lease Payments (as such term is defined in the Lease) owing under the Lease; and (~ all conditions to construction of the Project under the Lease, including without limitation, (i) the plans and specifications for the Project, (ii) the payment and surety bonds of the construction contractors, and (iii) Tenant's compliance with Landlord's minority and women business requirements and City Council Policy No. 148, have been satisfied and are hereby approved. S. This Agreement shall be binding on Landlord and shall inwe to the benefit of Lender and its respective successors and assigns. This Agreement is given to Lender with the understanding that Lender will rely hereon in connection with the Loan which will be secwed, in part, by a first lien on Tenant's interest in and to the Lease. Landlord agrees that Landlord shall give Lender copies of all notices which it gives to Tenant at the following address: Bank of America, N.A. 500 W Seventh Street, 2nd Floor Fort Worth, Texas 76102 Attn: Roger Harrison or Mandy Kizer 6. Landlord agrees that, in the event of a default by Tenant under the Lease, Landlord shall afford Lender fifteen (15) days, after receipt by Lender of notice, within which to cure such default prior to taking any action to terminate the Lease, affect Tenant's possession thereunder or offset the rents. Landlord acknowledges that Lender shall not be obligated to cure any defaults of Tenant. Landlord further agrees that where any default under the Lease is not capable of or subject to cure, or in the event of the bankruptcy or insolvency of Tenant, Lender shall have the option (upon written notice to Landlord) to enter into a new lease with Landlord on substantially the same terms as the Lease for the then remaining term of the Lease following the termination of the Lease by Landlord or the rejection of the Lease by a bankruptcy trustee under applicable laws. 7 In the event Lender pursuant to any of its rights in any documents evidencing the Loan, succeeds to Tenant's interest in the Property Lender shall be deemed to be Tenant's successor and assignee under the Lease (notwithstanding anything in the Lease prohibiting or restricting assignment-by the Tenant or establishing conditions under which an assignment by the Tenant would be permitted) and shall be entitled to all rights, benefits and privileges of the Tenant under the Lease; and Landlord shall be bound to Lender under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any renewal or extension period thereof duly exercised as required by the Lease, all without the need to execute any further instruments on the part of Landlord, Tenant or Lender to make such succession and assignment effective and binding upon Landlord. Provided, however that Lender or its direct successors or assigns shall not be (a) liable for any past due rent or other expenses due from Tenant under the Lease, (b) liable for any action or omission of Tenant, or (c) bound by amendment. or modification of the Lease made without Lender's advance written consent (which consent shall not'be unreasonably withheld). 8. The Lease shall not be amended or modified in any manner or respect without the prior written consent of Lender and any purported amendment or consent made without such consent shall be ineffective and void as to Lender 9 For purposes of this Agreement, the term Lender' shall include its successors and assigns including, but not limited to, any person who acquires Tenant's interest under the Lease pursuant to a forecloswe of the Tenant's leasehold interest. Without limiting the foregoing, Landlord agrees that notwithstanding any provision in the Lease to the contrary if Lender becomes the tenant under the Lease, Lender shall have the right to assign its interest in and to the Lease without the consent of Landlord, provided, however Lender shall give Landlord prompt written notice of any such assignment. 10. This Agreement may be executed in multiple counterparts, each of which shall be deemed an ~`' original. 2 I1V WITNESS WHEREOF, Landlord, acting by and through its duly authorized officers, have executed and delivered this Agreement as of the date set forth above. HOUST'ON_1W032G9U 97GG-943 10/08/2002 r Approved as to form and legality LANDLORD: