Loading...
HomeMy WebLinkAboutResolution Fort Worth Local Development Corporation (FWLDC) FWLDC-2017-06RESOLUTION NO. FWLDC-2017-06 FORT WORTH LOCAL DEVELOPMENT CORPORATION RESOLUTION OF THE BOARD OF TRUSTEES Authorizing Assignment and Assumption of a Loan by Oliver's Fine Foods, Inc. to ITSSUN, LLC Regarding the Previous Funding of Tenant Improvements at 415 Throckmorton St. for Use as a Grocery Store and Authorizing Execution of any Related Documents WHEREAS, the Fort Worth Local Development Corporation (the "Corporation") was incorporated on June 24, 1987 as a Texas non-profit corporation organized for the benefit of the City of Fort Worth (the "City"), specifically to (i) provide assistance to the City in encouraging, fostering and promoting the renovation, construction, rehabilitation and establishment of economic development facilities within the City, and (ii) administer programs to provide financial assistance to qualified entities or persons, including the establishment of one or more revolving loan funds to such entities or persons related to job creation and economic development activity in the City; and WHEREAS, the City's Comprehensive Plan embraces the Downtown Fort Worth Strategic Action Plan, sponsored by the City, Downtown Fort Worth, Inc. and the Fort Worth Housing Authority, which encourages the promotion of public incentives to encourage downtown housing development; and WHEREAS, on March 1, 2011 the Corporation's Board of Directors ("Board") adopted Resolution No. FWLDC-2011-01 authorizing a loan of up to $450,000.00 to Oliver's Fine Foods, Inc. ("Oliver's") to assist Oliver's in financing costs for the finish -out of space in the City's downtown at 415 Throckmorton St. (the "Leased Premises") for use as a grocery store (the "Loan") on the following terms and conditions: • The amount of the loan shall not exceed the lesser of (i) the costs to construct and install tenant improvements necessary for the Leased Premises to be used as a grocery store or (ii) $450,000.00 of such costs. • The term of the loan shall not exceed twenty (20) years. • The loan shall be interest -free. • Oliver's will be required to repay the loan in annual installments in the greater amount of (i) one hundred percent (100%) of all economic development program grants (the "380 Grant Payments") paid in accordance with that certain Economic Development Program Agreement between the City and Oliver's (City Secretary Contract No. 42726 (the "BDPA") or (ii) the following minimum amount: o Years 1-2: $15,000.00 o Years 3-5: $20,000.00 o Years 6-20: $24,000.00 Page I of 2 Resolution re: Assignment and Assumption of Loan by Oliver's to ITSSUN (415 Throckmorton) • The Corporation shall have a security interest in the 380 Grant Payments made to Oliver's and to any equipment (non -fixtures) installed in the Leased Premises whose costs are included as tenant improvements covered by the loan. • Sundance West Partners, LP, which owns the Leased Premises (the "Landlord"), will serve as guarantor of the loan, as follows: o To pay any shortfall on the minimum annual installment due in a given year of the loan term; o To repay the loan in full on an accelerated schedule in the event Oliver's vacates the Leased Premises and the Leased Premises are not used and operated as a comparable grocery store within twelve (12) months following such vacation; and WHEREAS, Oliver's and the Landlord now wish for Oliver's interest in the Leased Premises to be assigned to ITSSUN, LLC, a Texas limited liability company ("ITSSUN"), which intends to operate a fast -casual restaurant and grocery store in the Leased Premises under the name "In the Sack"; and WHEREAS, ITSSUN is willing to assume all of Oliver's obligations under the Loan, and the Landlord is willing to continue to serve a guarantor for ITSSUN's assumed obligations under the Loan; and WHEREAS, Oliver's contemporaneously intends to assign all of its rights and interests under the EDPA to ITSSUN, and ITSSUN is willing to assume all of Oliver's obligations under the EDPA for repayment of any outstanding balance on the Loan; NOW, THEREFORE, BE IT RESOLVED that the Corporation hereby authorizes execution of all documents necessary to effectuate an assignment and assumption of the Loan by Oliver's to ITSSUN and to reflect Landlord's obligations to continue serving as guarantor of the Loan; FURTHER RESOLVED, that the President or Vice President is hereby authorized to execute and file a loan agreement between the Corporation and Oliver's, Inc. and any other related and necessary documents, on terms and conditions acceptable to and approved by the President and legal counsel for the Corporation; and FURTHER RESOLVED, that the Secretary or any Assistant Secretary of the Corporation is hereby authorized and directed to certify the adoption of this Resolution. Adopted this 20th day o e, 2017. By: ecret Page 2 of 2 Resolution re: Assignment and Assumption of Loan by Oliver's to ITSSUN (415 Throckmorton)