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Home My WebLink AboutContract 41669-T1 (2)CITY SECRETARY CONTRACT NO. _ ��/ l�� CANCELLATION OF LOAN AGREEMENT AND ADVANCE PROMISSORY NOTE (CITY SECRETARY CONTRACT NO. 41669) This CANCELLATION OF LOAN AGREEMENT AND ADVANCE PROMISSORY NOTE (the "Agreement") is entered into by and between the City of Fort Worth (hereafter "City"), a Texas municipal corporation situated in Tarrant, Denton and Wise counties, Texas with principal location at 1000, Throckmorton Street, Fort Worth, Texas 76102, and the Fort Worth Air and Space Museum Foundation (hereafter the "Foundation"), a Texas non-profit entity, with its business address at P.O. Box 122388, Fort Worth, Texas 76121. RECITALS: WHEREAS, on January 4, 2011, the Fort Worth City Council approved Council Proposal (CP No. 284), directing the City Manager to appropriate up to $3 million for a loan to the Foundation and to bring forward for the City Council's consideration a recommended nine -month Loan Agreement and such other documents necessary to secure such loan; and WHEREAS, on January 25, 2011, the Fort Worth City Council authorized a loan agreement between the City and the Foundation for an amount up to $3 million; and WHEREAS, the purpose of the loan was to assist the Foundation in leading the development of the Fort Worth Air and Space Museum, with the first step in this process being to create a temporary traveling exhibition known as "Ascent... When Dreams Defy Gravity," which is an 8,500 square -foot exhibition designed to capture the legacy of aerospace innovation and achievement in North Texas while immersing visitors in the fascinating science and technology of flight (the "Exhibit") to be displayed in the Fort Worth Museum of Science and History; and WHEREAS, the final loan amount was approved for an amount not to exceed $2,548,100.00 (the "Loan") and set forth and memorialized in that certain Loan Agreement and Advance Promissory Note, recorded as City Secretary Contract No. 41669 (CSC Contract No. 41669); and WHEREAS, the Loan is the general obligation of the Foundation and is further secured by a lien on and security interest, in favor of the City, in all personal property and real property owned by the Foundation, including the Exhibit and any pledges received by the Foundation (hereafter "Assets"); and WHEREAS, all Loan proceeds were to be repaid by the Foundation in full by September 30, 2011; and WHEREAS, despite fundraising efforts, the Foundation is unable to repay the Loan; and • WHEREAS, in lieu of incurring legal and administrative fees to foreclose on the Loan, the Foundation agrees to transfer title and all rights to the Exhibit and all other Assets of the Foundation to the City, and the City agrees to accept the Exhibit and all other Assets in lieu of repayment of the Loan. Cancellation of Loan Agreement and Advance Promissory Note, CSC No 41669 Fort Worth Air and Space Museum Foundation / City of Fort Worth Page 1 of 4 L1 -12 AO : 23 • • FFIC1 ECO Di CITY SECREitrY t WORTH, TN NOW THEREFORE, the parties hereby agree as follows: Pursuant to the authority granted in M&C C 25484, approved by the Fort Worth City Council on March 6, 2012, the Loan Agreement and Advance Promissory Note set forth in CSC No. 41669 are hereby cancelled In lieu of repayment of the Loan, the Foundation hereby agrees to transfer full right, title and mterest in and to the Exhibit and all other Assets of the Foundation, free of any liens or encumbrances, to the City of Fort Worth, and the City hereby agrees to accept such title in lieu of repayment of the Loan. THE FOUNDATION HEREBY RELEASES THE CITY FROM ANY CLAIMS THAT IT MAY HAVE FOR ANY AND ALL DAMAGES OR LOSS UNDER THIS AGREEMENT OR UNDER THE LOAN THE CITY SHALL NOT BE LIABLE TO THE FOUNDATION FOR ANY DIRECT INDIRECT, CONSEQUENTIAL EXEMPLARY, SPECIAL INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOST BUSINESS, REVENUE, PROFITS OR GOODWILL) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE LOAN, UNDER ANY THEORY OF TORT CONTRACT, WARRANTY STRICT LIABILITY OR NEGLIGENCE EVEN IF THE CITY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES The City agrees that it will not pursue foreclosure actions against the Foundation for full or partial repayment of the Loan amount owed In accordance with that certain Bill of Sale, recorded as City Secretary Contract No, , the City hereby accepts the Exhibit and all other Assets of the Foundation as full compensation in lieu of repayment for the Loan, and thereby agrees to cancel all obligations to repay the Loan. Except as stated herein the City shall not assume any other obligations of the Foundation pursuant to this Agreement Upon execution of the aforementioned Bill of Sale transferring all right, title and interest in the Exhibit and all other Assets to the City, the City shall assume all responsibility and liability for the Exhibit. Execution of this Agreement will effectively release both parties of any and all obligations under CSC No. 41669, except those obligations that have accrued as of the effective date of cancellation and those which survive such cancellation. REMAINDER LEFT INTENTIONALLY BLANK [SIGNATURE PAGES FOLLOW] Cancellation of Loan Agreement and Advance Promissory Note, CSC No 41669 Fort Worth Air and Space Museum Foundation / City of Fort Worth Page 2 of 4 2012. MARIA S: SANCHEZ _*: MY COMMISSION EXPIRES • •y'December1412013 i P CITY OF FORT WORTH Through its Aviation Department: gAti ftlisiseser.i. Fernando Costa Assistant City Manager 1000 Throckmorton Street Fort Worth, Texas 76102 BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Fernando Costa known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth, and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this / day of 4 ATT ar/ J. Keyser City Secretary t a- APPROVED TO FORM AND LEGALITY: Maleshia B\Farmer Assistant City Attorney r 0 all 0 0 0 d ikirmr00 0 0 • 41440 Public in and for the State of Tea CONTRACT AUTHORIZATION: M&C: Approved: Cancellation of Loan Agreement and Advance Promissory Note, CSC No 41669 Fort Worth Air and Space Museum Foundation / City of Fort Worth Page 3 of 4 C-25484 3/6/2012 1 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX FORT WORTH AIR AND SPCE MU. ' M FOUNDATION: William W. Morris Executor P. O. Box 122388 Fort Worth, Texas 76121 BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared William W. Morris known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the Fort Worth Air and Space Museum Foundation, and that he executed the same as the act of the Fort Worth Air and Space Museum Foundation for the purposes and consideration therein expressed and in the capacity therein stated. 2012. Ms% GIVENUNDER MY HAND AND SEAL OF OFFICE this � � day of 444V JONNIE RENEE' HUITT Notary Public, State of Texas My Commission Expires May 20, 2014 l Notary Cancellation of Loan Agreement and Advance Promissory Note, CSC No 41669 Fort Worth Air and Space Museum Foundation / City of Fort Worth Page 4 of 4 • fan blic in and for the State of Texas ORT ORTH INTEROFFICE MEMORANDUM TO: Memo to the Record FROM: Nicole Seidel, Assistant to the City Secretary DATE: March 15, 2012 SUBJECT: Contract No. 41669 and M&C C-25484 Mayor and Council Communication No. C-25484, which cancelled City Secretary Contract No. 41669 was approved on March 6, 2012. City Secretary's Office