HomeMy WebLinkAboutResolution Central City Local Government Corporation (CCLGC) FWCCLGC-2011-01RESOLUTION Resolution 2011- 01
Date: 09-08-11
Board of Directors
Central City Local Government Corporation
Authorizing Execution of First Amendment to Promissory Note between the Central
City Local Government Corporation and JPMorgan Chase Bank, N.A.
Relating to the Magnolia Green Parking Garage
WHEREAS, the project plan for Tax Increment Reinvestment Zone Number Four, City of Fort
Worth, Texas (the "Southside TIF") authorizes the board of directors of the Southside TIF (the
"TIF Board") to use tax increment funds for, among other things, the construction of a parking
structure to support commercial, retail and business uses in the vicinity of West Magnolia
Street; and
WHEREAS, in 2005 the TIF Board expressed a desire to fund the property acquisition and
construction of a parking garage on property at 1150 Alston Avenue (the "Magnolia Green
Garage"), which is in the vicinity of West Magnolia Street and is located within a development
known as "Magnolia Green"; and
WHEREAS, the Southside TIF did not have sufficient funds to finance the desired property
acquisition and construction of the Magnolia Green Garage, and boards of directors of tax
increment reinvestment zones are prohibited under Chapter 311 of the Texas Tax Code from
issuing debt, which is a power reserved to the municipality creating the reinvestment zone or to
a local government corporation created by such municipality pursuant to Chapter 431 of the
Texas Transportation Code; and
WHEREAS, the City Council of the City of Fort Worth (the "City") created the Central City
Local Government Corporation (the "Corporation") to assist the City in the carrying out of its
governmental functions, including, specifically, the implementation of project plans for tax
increment reinvestment zones located in the Central City; and
WHEREAS, at the request of the TIF Board, on November 15, 2005 the board of directors of the
Corporation (the "Board") agreed to issue debt to finance the costs of property acquisition and
construction of the Magnolia Green Parking Garage, and, accordingly, adopted Resolution No.
2005-02 authorizing, among other things, the execution of loan documents related to a loan of
up to $4 million by JPMorgan Chase Bank, N.A. (the 'Bank") for such purpose; and
WHEREAS, the TIF Board agreed to use tax increment funds of the TIF to pay all obligations of
the Corporation under the loan documents; and
WHEREAS, the loan documents include a Promissory Note pursuant to which the Corporation
agreed to repay such loan to the Bank in ten (10) equal annual installments at an interest rate of
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6.12% per annum; and
WHEREAS, the Bank has agreed to refinance the loan, which will now carry an interest rate of
2.5% and allow the loan to be discharged at an earlier date, resulting in a substantial savings to
the Southside TIF; and
WHEREAS, the Bank proposes to memorialize such refinancing in an amended Promissory
Note by and between the Corporation and the Bank, in substantially the same form as that
attached hereto; and
WHEREAS, on August 31, 2011 the TIF Board adopted Resolution No. 2011-01 consenting to
the amended Promissory Note;
NOW THEREFORE, BE IT RESOLVED BY THE BOARD:
Section 1. That the President or Vice President is hereby authorized to execute an amended
Promissory Note in substantially the same form as that attached hereto, with any non -material
revisions as may be recommended by the Board's legal counsel and the administrator for the
Southside TIF.
Section 2. That this Resolution shall take effect immediately from and after its passage.
Approved and Adopted on September 8, 2011:
Y`
Marty Hendrix
Secretary
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JP MORGAN CHASE BANK, N.A.
FIRST AMENDMENT TO PROMISSORY NOTE
This First Amendment to Promissory Note (this "Amendment") is executed to be effective for all
purposes as of September 1, 2011 (the "Effective Date"), by and between CENTRAL CITY LOCAL
GOVERNMENT CORPORATION, a Texas local government corporation ("Borrower"), and JPMORGAN
CHASE BANK, N.A., a national banking association ("Lender").
RECITALS:
A. Borrower has executed and delivered to Lender that certain Non -Negotiable Promissory Note
dated as of December 7, 2005, which is payable to the order of Lender in the original principal amount of
$4,000,000.00 (the "Note").
B. Borrower and Lender desire to amend the Note by this Amendment to reflect the agreements
and amendments as set forth below.
AGREEMENT:
For and in consideration of the above premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. All capitalized terms defined in the Note and not otherwise defined in this
Amendment shall have the same meanings as assigned to them in the Note when used in this Amendment,
unless the context hereof shall otherwise require or provide.
2. Representations and Warranties. In order to induce Lender to enter into this Amendment,
Borrower represents and warrants to Lender that:
A. Borrower has the requisite corporate authority to execute, deliver and perform the
terms and provisions of this Amendment and the Note as amended by this Amendment, and Borrower has
taken all corporate and other action necessary to authorize such matters; and
B. This Amendment, the Note, as amended hereby, and the other Loan Documents are
the legal and binding obligations of Borrower, enforceable in accordance with their respective terms, except as
limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors'
rights; and
C. No event has occurred and is continuing which constitutes an Event of Default under
the Note (as "Event of Default" is defined in the Note).
3. Acknowledgment of Outstandinq Principal Balance. The parties acknowledge that as of the
Effective Date, the unpaid principal balance of the Note is $1,375,843.00.
4. Amendments to Note.
(a) The definition of Applicable Rate in Section 1.1 of the Note is hereby amended to
read in its entirety as follows:
"Applicable Rate: Two and one-half percent (2.50%) per annum."
(b) The definition of Maturity Date in Section 1.1 of the Note is hereby amended to read
in its entirety as follows:
"Maturity Date: June 30, 2014."
(c) The definition of Permitted Prepayment Date in Section 1.1 of the Note is hereby
amended to read in its entirety as follows:
"Permitted Prepayment Date: June 30, 2014."
(d) The first sentence of Section 2.1 of the Note is hereby amended to read in its entirety
as follows:
"The principal of and interest on this Note shall be due and payable in eight (8) equal
annual installments in the amount of $546,565.83 each, with the first of such annual
installments being due on June 30, 2006, and continuing on each Payment Date
thereafter through and including June 30, 2013."
5. Conditions Precedent. This Amendment and the obligations of Lender hereunder are subject
to the conditions precedent that Borrower shall have executed and delivered to Lender this Amendment, duly
executed.
6. Scope of Amendments. Any and all other provisions of the Note and any other Loan
Documents are hereby amended and modified wherever necessary and even through not specifically
addressed herein, so as to conform to the amendments and modifications set forth in this Amendment.
7. Limitation on Agreements. The amendments set forth herein are limited in scope as
described herein and shall not be deemed (a) to be a consent under, or waiver of, any other term or condition
of the Note or any of the other Loan Documents, or (b) to prejudice any right or rights which Lender now has
or may have in the future under, or in connection with the Note as amended by this Amendment, the other
Loan Documents or any of the documents referred to herein or therein. Except as amended hereby, the
provisions of the Note are unchanged and shall continue in full force and effect.
8. Multiple Counterparts. This Amendment may be executed in any number of counterparts, all
of which taken together shall constitute one and the same agreement, and any of the parties hereto may
execute this Amendment by signing any such counterpart.
THE NOTE AS AMENDED BY THIS AMENDMENT, AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN 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 BETWEEN THE PARTIES.
[SIGNATURE PAGE FOLLOWS]
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Executed to be effective for all purposes as of the Effective Date.
BORROWER:
CENTRAL CITY LOCAL GOVERNMENT
CORPORATION,
a Texas local government corporation
By:
Name: Kathleen Hicks
Title: President
LENDER:
JPMORGAN CHASE BANK, N.A.,
a national banking association
By:
Name
Title:
J. Michael Wilson
Senior Vice President
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CONSENT
Board of Directors of Tax Increment Reinvestment Zone Number Four, City of Fort Worth, Texas
("Guarantor") hereby joins in the execution of this Amendment to evidence Guarantor's consent and
agreement to the terms and conditions contained in this Amendment and agrees that the Guaranty dated
December 7, 2005 executed by Guarantor in favor of Lender in connection with the Note shall remain in full
force and effect and is hereby ratified and affirmed as valid and subsisting.
648637.2
GUARANTOR:
BOARD OF DIRECTORS OF TAX INCREMENT
REINVESTMENT ZONE NUMBER FOUR, CITY OF FORT
WORTH, TEXAS
By:_
Name:
Title:
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