HomeMy WebLinkAboutContract 43936 (2)t YTY $1CRLtAKY1CONTRACT N0.i�
MODIFICATION OF PROMIISS
TE AND LOAN AGREEM IKK.NT
NAME AND ADDRESS OF BORROWER ("Borrower"):
FWS REALTY, LTD., a Texas limited partnership
3 825 Camp Bowie Boulevard
Fort Worth, Texas 76107
U.S. $ 740,000.00
September 11, 2012 (the "Effective Date")
WHEREAS, the CITY OF FORT WORTH, a home rule municipal corporation organized
under the laws of the State of Texas ("Lender") is the owner and holder of a certain Advance
Promissory Note (hereinafter referred to as the ' Note") dated January 19, 2012, executed by FWS
REALTY, LTD., a Texas limited liability company ("Borrower") and payable to the order of
Lender, in the original principal amount of Six Hundred Thousand and no/100 UNITED
STATES DOLLARS (U.S. $600,000.00), bearing interest and payable as therein provided.
WHEREAS, Lender and Borrower executed that certain Construction Loan Agreement
dated January 23, 2012 (the "Loan Agreement"), pertaining to the Loan; and
WHEREAS, Borrower has submitted three (3) draw requests against the or iginal Note, and
as of November 12, 2012, two (2) of the draw requests have been approved and funded, such
draws being defined as follows: (a) One Hundred Twenty Thousand Nine Hundred Thirty -Two
and 16/100 UNITED STATES DOLLARS (U.S. $1,20,932.16) deposited in Borrower's account
on October 17, 2012, and (b) One Hundred Thirty -Five Thousand Two Hundred Seventy -Six and
02/100 UNITED STATES DOLLARS (U.S. $135,276.02) deposited in Borrower's account on
October 30, 2012 (collectively referred to herein as the "Funded Draws"); and one (1) draw
request remains unfunded as of November 12, 2012, described as follows: Two Hundred Sixty -
Eight Thousand One Hundred Forty -One and 04/100 UNITED STATES DOLLARS (U.S.
$268,141.04) (referred to herein as the "Unfunded Draw"); and
WHEREAS, Lender and Borrower desire to modify the Note and Loan Agreement.
NOW, THEREFORE, in consideration of Ten and no/100 UI\ ITED STATES DOLLARS
(U.S. $10.00) and other good and valuable consideration paid by Lender and Borrower, the receipt
and sufficiency of which is hereby acknowledged, Lender and Borrower agree as follows, to -wit:
1. ACKNOWLEDGEMENT OF INDEBTE NESS: Borrower (a) acknowledges that
Borrower is liable for the payment of the indebtedness evidenced by the Loan Documents
(as defined in the original Loan Agreement); (b) acknowledges that the Funded Draws
have been received and the Unfunded Draw has been requested by Borrower for payment
by Lender; (c) modifies the Note and Loan Agreement as provided herein, agreeing that
such rearrangement shall in no manner affect or impair the Note and Loan Asi L,c,incn ;
OFFICIAL RECORD
MODIFICATION OF PROMISSORY NOTE AND LOAN AGREEMENT
1 1 _29-1 2 P02:35 IN
MT! SECRETARY
Ft WORTH? TX
and (d) promises to pay to the order of Lander the indebtedness evidenced by the Note
and Loan Agreement according to the terms thereof, as hereinafter modified.
2. EFFECTIVE DATE: September 11, 2012
3. PRINCIPAL BALANCE: The outstanding principal balance of the Note, as of the
Effective Date hereof, is the sum of Zero and 00/100 UNITED STATES DOLLARS
(U.S. $0.00), since there have been no advances under the Note as of the Effective Date.
Said Note will continue to allow multiple advances, as stated in the original Note,
however, the face amount thereunder is hereby increased by One Hundred Forty
Thousand and no/100 UNITED STATES DOLLARS (U.S. $140,000.00), thereby
modifying the amount available for advance under the Note to Seven Hundred Forty
Thousand and no/100 UNITED STATES DOLLARS (U.S. $740,000.00).
4. LOAN AND PAYMENT SCHEDULE: Exhibit "A" of the original Note is hereby
deleted and replaced with the schedule attached hereto as Exhibit "A".
THIS MODIFICATION of the Note and Loan Agreement shall, except as expressly
provided herein, in no manner affect, impair, limit or restrict the obligations of Borrower, under the
Note and the Loan Agreement.
THIS MODIFICATION of the Note and Loan Agreement and the covenants and
agreements contained herein shall be binding upon the Borrower, and heirs, executors,
administrators, legal representatives, successors and/or assigns and shall inure to the benefit of
Lender.
THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG
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 AMONG THE PARITES.
EXECUTED AND DELIV
OFFICIAL RECORD
CITY SECRET* Y
FtWOET(9T1X
elfueo<
it4 Effective Date.
0000po
C�
° o� ENDER:
a�
oal�
§Z,HE CITY OF FORT WORTH,
(Pc's ifrk. home rule municipal corporation organized
,d
oo0o ete under the laws of the State of Texas
By:
Fernando Costa, Assistant City Manager
APPROVED AS TO FORM AND LEGALITY:
By: �7
Charlene Sanders, Assistant
MODIFICATION OF PROMISSORY NOTE AND LOAN AGREEMENT
Attorney
Page 2
BORROWER:
FWS REALTY, LTD.,
A Texas limited partnership
By: Harrison Realty Investments, LLC,
A Texas limited liability company, its general partner
By:
y I {
HaydnCJutler, Jr., President
MODIFICATION OF PROMISSORY NOTE AND LOAN AGREEMENT Page 3
Exhibit "A"
Loan and Payment Schedule -- FWS Realty Ltd.
Loan principal amount
Annual interest rate*
Loan period m years _
Amortization penodinyears
_
Base year of loan** _
Base month of loan
Year 1
Year2.,_
Year 3
Year 4
Year 5_
Year 6
Year7
Year 8
Year 9
Year 10***
:Month 1_
:Month 2
Month 3
Month 4
Month, 5
Month 6__
Month 7
;Month 8.
!Month 9
Month 10
Month 11
Month 12_
$740,900.00.
_$737,736.11_
• $735,466.64
$733,191,57,__
$730,910.89
$728,624.58
$726,332.63
$724,035.03
$721,731 76
$719,422.81
$717,108.17
__ $714,787.82
$740,900,00 _
2.960%0
10
20
Year, 1
Month 1
$712,461.7+-
$684,097.15'
$654,881.54
$624,789.32_..
$593,794.19
$551,859.05_
$528,986.99
$495,116.30
$460,230.34,
,_ _ $49,070.64
$49,070.64'
$49,070.64i,__
_$49070.64
$49,070.64
$49,970.64,
$49,070 64 _
$49070.64!
$4,089.22
_ $4 089.22
$4,089.22
. $4,089,22 :
$4,089 22
_$4,089 22 ;
$4,089.22
$4,089 22
$4,089.22
$4 089 22 _
$4,089.22
$4,089.22
$28,364.59
429,215.61
$30,092.22
• _$30,995.13i,,,_
31 925.14,
$32,883.05.
$33,869.70
$34,885 96
_ $35,932.71`
Annual loan payments
:Monthly payments
Interest in first calendar year
Interest over Initial 10-year term
Remaining Principal after Initial 10-year term***
Sum of all_paymentsthru Year 10
$2,263.89
$2,269.47
$2,275.07 .
$2,280.68
$2,286.31
$2,291.95
_$2,297.60
$2,303.27_:_
$2,308.95
$2,314.64_
$2,320.35
$2 326.08_
$29,705.05
$19,855.03.
$18,978.42
$18,075.51
$17,145.50:
$15,187.59:
$15,200.94 $14,184.68
$13,137.93
$1,825.33,
$1,819.75.,_,
$1,814.15
$1,808.54
$1,802.91
$1,797.27
$1,791.62
$1,785.95_
$1,780.27
$1 774.58
$1,768.87 ,
$1,763.14_
$55,902.85`, _
$85,118.46i
$115,210.68
$146,205.81 :
$178,130.95...
$211,014,00;
$244,883.70`_
$279,769,65__
$315,702.36
$2,263.89
$4,533.36
_-._$6,808.43
$9,089.11
$11,375.42
$13,667.37_
$15,964.97
$18,268.24 ,
$20,577.19
$22,891.83
$25,212.18
_$27,538.26,
$42,238.43
$62,093.464
$81 071.88
$99,147.39.
$116,292.89
$132,480.48
$147,681.42
$161,866.10!_
$175,004.04:
$1,825 33 i
$3,645 08
$5,459.23
$7,267.77 •
$9,070.68 .
$10,867.95
$12,659.574_
$14,445.52
$16,225.79
$1.8,000.37
$19,769.24
$21,532.38
$684,097.15=
$654,881.54
$624,789,32_
$593,79419_
$561,869.05:
$528,986.00'
$495,116130,
$460,230.34
$424,297.64:
***As per the Advance Promissory Note, the remaining balance will be recalculated with the interest rate resetat a rate per an_ num
equal to the interest rate on 10-year United States Treasury Notes in effect on the tenth anniversary plus one percent (1%) •
and a new' Loan and Payment Schedule" will be created for the remainind120 equal monthly installments of principal and interest,
amortized over ten years until the twentieth anniversary of the Occupancy_ Dat a when all_ u_ npaid principal and accrued and _
unpaid interest is finally due and payable.
*Estimated Interest Rate
**Estimated Start Date
•
$4,089.22
$21,532.38.
$175,004.04
$424,297.64
$490,706.40
$737,736.11
$735,466.64
$733,191.57
$730,919.89
$728,624.58
$726,332.63,
$724,035.03
$721,731.76-
$719,422.81
$717 108.17
$714,787.82
$712,461.74
M&C Review
Page 1 of 2
CI CUNC :AGE A
of :r;_
FOR IMali'
COUNCIL ACTION: Approved on 9/11/2012 - Ordinance No. 20348-09-2012 & 20349-09-2012
DATE: 9/11/2012 REFERENCE
NO.:
**C-25813 LOG NAME:
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Amendment of a Construction Loan Agreement and Advance Promissory Note
with FWS Realty Ltd. at Fort Worth Spinks Airport Increasing the Total Loan Amount by
$140,000.00 and Adopt Appropriation Ordinances (COUNCIL DISTRICT 8)
55FWS
NWTHREEAMEND
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize an amendment of a construction loan Agreement and advance promissory note
increasing the amount by $140,000.00;
2. Authorize the use of revenue derived from mineral leases on City -owned airports in the amount of
$140,000.00 for the construction loan to FWS Realty Ltd.;
3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in
the Airports Gas Lease Project Fund in the amount of $140,000.00 from available funds;
4. Authorize the transfer of funds from the Airports Gas Lease Project Fund to the Municipal Airports
Fund in the amount of $140,000.00; and
5. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in
the Municipal Airports Fund in the amount of $140,000.00 from available funds.
DISCUSSION:
On January 10, 2012, (M&C C-25389) the City Manager was authorized to execute a ground lease
Agreement with mandatory improvements with FWS Realty, Ltd., for lease site NW-3 at Fort Worth
Spinks Airport. This Mayor and Council Communication also authorized a construction loan
Agreement and advance promissory note in the amount of $600 000.00 to be repaid using an
amortization schedule of 20 years with payments of principal and interest made in equal monthly
amounts
Staff has received a request from FWS Realty, Ltd., to amend the construction loan Agreement and
promissory note increasing the amount from the original $600,000 00 to $740,000.00. The low bid for
the facility came in higher than originally expected. The additional funding will come from the Airports
Gas Lease Project Fund.
This loan is being provided as an economic incentive to stimulate and encourage business
development at Fort Worth Spinks Airport. As recommended by the City's 2010 Comprehensive Plan
adopted by the City Council pursuant to Ordinance No. 19044-02-2010 and in accordance with
Resolution No. 3716-03-2009, the City has established an Economic Development Program.
Pursuant to said program, the City will, on a case -by -case basis, offer economic development
incentives authorized by Chapter 380 of the Texas Local Government Code that include monetary
loans and grants of public money to businesses and entities that the City determines will promote
state or local economic development and stimulate business and commercial activity in the City in
return for verifiable commitments from such businesses or entities.
http://apps.cfwnet org/council_packet/mc_review.asp7ID=17220&councildate=9/11/2012 10/10/2012
M&C Review Page 2 of 2
The property is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies upon approval of the above recommendations
and adoption of the attached appropriation ordinances, funds will be available in the current capital
budget, as appropriated, of the Airports Gas Lease Project Fund The Aviation Department is
responsible for the collection and deposit of funds due to the City.
TO Fund/Account/Centers
3) P240 446200 551929990100 $140.000.00
31 P240 538040 551929990100 $140,000.00
4) PE40 476240 0551002 $140.000.00
5) PE40 476240 0551002 $140,000.00
5) PE40 539120 0551002 $140,000.00
FROM Fund/Account/Centers
4) P240 538040 551929990100 $140.000.00
Submitted for City Manager's Office bv: Fernando Costa (6122)
Originating Department Head: William Welstead (5402)
Additional Information Contact: James Burris (5403)
ATTACHMENTS
55FWS NWTHREEAMEND Exhibit.pdf
55FWS NWTHREEAMEND P240A012.doc
55FWS NWTHREEAMEND PE40 A012.doc
http://apps.cfwnet org/council_packet/mc_review.asp?ID=17220&councildate=9/11/2012 10/10/2012