Loading...
HomeMy WebLinkAboutCDCRes2016.09.03ANNA COMMUNITY DEVELOPMENT CORPORATION RESOLUTION NO. A16 —0 —D�3 &Oc) A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION APPROVING A PROJECT TO PROMOTE NEW OR EXPANDED BUSINESS DEVELOPMENT, AUTHORIZING THE EXPENDITURE OF FUNDS FOR THE PROJECT, AND AUTHORIZING THE EXECUTION OF A LINE OF CREDIT TO ADVANCE FUNDS SIMPLY FLOOR IT WHEREAS, the Board of Directors of the Anna Community Development Corporation (the "CDC"), created by the City of Anna, Texas (the "City"), in accordance with Article 5190.6, V.A.T.C.S., Section 4B, and now operating under Texas Local Government Code, Chapter 505 (the "Act"), has determined that it is advisable and in the best interests of the CDC to give notice of the intention of the CDC to undertake the following project(s): one or more expenditures in a total amount not to exceed $50,000 in the form of advances on a letter of credit to one or more entities doing business in or near the city under a contract with the CDC and or Anna Economic Development Corporation ("Recipients") to assist with the Recipients' operating expenses necessary for the purpose of expanding the operations of Recipients' business and the expansion of business development within the city (the "Project"). The Project will be financed from a grant the CDC was awarded by the USDA. The costs of the Project are estimated not to exceed $50,000. WHEREAS, the CDC desires to authorize the expenditure of funds of up to $50,000 under a project line of credit with the Recipient for the funding of the Project, subject to certain conditions as set forth in this resolution; and, WHEREAS, the CDC Board of Directors has investigated and determined that providing the funding for the Project, subject to the aforementioned conditions, is in the CDC's best interest and will promote new and expanded business development in the City; and, WHEREAS, it is hereby officially found and determined that the meeting at which this resolution was passed, was open to the public and public notice of the time, place, and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code; NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY DEVELOPMENT CORPORATION, THAT: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. CDC OF ANNA, TEXAS RESOLUTION NO.aG& q -i j K6OC, PAGE 1 OF 2 Section 2. Approval of Project and Authority to Expend Funds and Authority to Execute a Line of Credit The CDC approves the Project and authorizes the expenditure of funds of up to $50,000 in accordance with a line of credit to Simply Floor It, LLC. for the expansion of Recipient's business. The CDC authorizes the CDC President to execute the above - referenced line of credit on the CDC's behalf. Said expenditure by the CDC will be subject to City Council approval by resolution after the City Council gives the resolution at least two separate readings, and subject to approval as to the substance of the line of credits by the CDC's Chief Administrative Officer and approval as to the form of said line of credit by the CDC's legal counsel. Section 3. Form of Notice Attached hereto as Exhibit A is a form of Notice of Project ("Notice"), which shall be published without unnecessary delay after the adoption of this resolution, in substantially the same form and substance as attached hereto. Section 4. Publication of Notice Said Notice shall be published in a newspaper, as defined in Texas Government Code Sec. 2051.044, of general circulation in the area of the City of Anna, Texas. PAS,9ED AND AP ROVED by he Anna Community Development Corporation this day of ..�J ''l, 2016. APPROVED: i J n Houcek, CDC President CDC OF ANNA, TEXAS RESOLUTION NO.;Ct k ©�7'0 3 <CfJ�, PAGE 2 OF 2 Exhibit A ANNA COMMUNITY DEVELOPMENT CORPORATION NOTICE OF PROJECT NOTICE IS HEREBY GIVEN that the Anna Community Development Corporation (the "CDC"), a non-profit corporation created pursuant to the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, Section 413, and now operating under Texas Local Government Code, Chapter 505 (the "Act"), intends to make one or more expenditures in a total amount not to exceed $50,000 in the form of advances on a line of credit to one or more entities doing business in or near the city under a contract with the CDC and or Anna Economic Development Corporation ("Recipients") to assist with the Recipients' operating expenses necessary for the purpose of expanding the operations of Recipients' business and the expansion of business development within the city (the "Project"). The Project will be financed from a grant the CDC was awarded by the USDA. The costs of the Project are estimated not to exceed $50,000. EXHIBIT A LOAN AGREEMENT AND PROMISSORY NOTE THI LOAN AGREEMENT AND PROMISSORY NOTE (this "Agreement"), is made this ltday of !� , 2016, by and among SIMPLY FLOOR IT, LLC, a Texas limited liability company (hereinaAer known as "BORROWER") and the ANNA COMMUNITY DEVELOPMENT CORPORATION, a corporation under the laws of the State of Texas (hereinafter known as "LENDER"). BORROWER and LENDER shall collectively be known herein as "the Parties". In determining the rights and duties of the Parties under this Agreement, the entire document must be read as a whole. PROMISSORY NOTE FOR VALUE RECEIVED, BORROWER promises to pay to the order of LENDER, the sum of $50,000.00 plus 2% interest per annum, in 36 consecutive monthly installment payments, the first monthly installment payment being due on March 1, 2019 and the last monthly installment payment being due on or before the 1st day of the 60th month following the Effective Date, as set forth in further detail in the schedule attached hereto as Exhibit A. The first thirty- five monthly payment amounts shall be $ _J.0 J. and the final monthly payment amount shall be $ / trot V • 015 This Agreement is subject to the additional terms found below. ADDITIONAL LOAN TERMS The BORROWER and LENDER hereby further set forth their rights and obligations to one another under this Agreement and Promissory Note and agree to be legally bound as follows: A. Loan Payment Forgiveness. In the event that BORROWER can prove to LENDER to LENDER'S reasonable satisfaction that as of December 1, 2018 borrower has created three jobs and has generated sales resulting in at least $10,000 in sales and use tax having been collected by the City of Anna, the obligation of BORROWER to pay any sums under this Agreement shall be forgiven and this Agreement shall expire; provided, however, that if BORROWER fails to fully provide such proof to Lender on or before February 28, 2019, then this paragraph shall not apply and BORROWER must pay the sums to LENDER in accordance with this Agreement. Said jobs must be full time job positions held by individuals working in BORROWER'S offices or facilities in Anna, Texas, and all of said sales and use tax must have been generated by sales or use in Anna, Texas. BORROWER shall timely provide, at BORROWER'S expense, detailed proof of the jobs created and sales and use tax paid to the City of Anna in form and substance reasonably satisfactory to LENDER. B. Demand by LENDER. This Agreement is a demand note under which BORROWER is required to repay in full the entire outstanding Loan Balance within 15 days of receiving a written demand from LENDER for full repayment of the Loan Balance. Delivery of written notice by LENDER to BORROWER via U.S. Postal Service Certified Mail shall constitute prima facie evidence of delivery. For mailing of said notice, LENDER shall use BORROWER'S address as stated below in the portion of this Agreement regarding default. C. Method of Loan Payment. The BORROWER shall make all payments called for under this Agreement by sending check or other negotiable instrument made payable to the following entity at the address indicated here: Anna Community Development Corporation 111 N. Powell Parkway Anna, Texas 75409 LOAN AGREEMENT AND PROMISSORY NOTE Page 1 of 4 BORROW shall deliver all other notices required under this Agreement to LENDER at the above address. If LENDER gives written notice to BORROWER that a different address shall be used for making payments or providing notices under this Agreement, BORROWER shall use the new address so given by LENDER. D. Restriction on dividend payments. Dividends may not be paid that would cause the BORROWER to be unable to meet all of its financial obligations, including payments under this Agreement. E. Limitations on compensation of officers and owners. The BORROWER'S owners and officers may be compensated only to the extent that this compensation does not materially jeopardize the financial strength of the BORROWER or cause the BORROWER to be unable to meet all of its financial obligations. F. Prohibition against assuming liabilities or obligations of others. The BORROWER will not assume the liabilities or obligations of others without prior written consent of the LENDER. G. Restrictions concerning consolidations and mergers. The BORROWER will not undertake any consolidations or mergers without prior written consent of the LENDER, unless any such consolidation or merger is accomplished in accordance with the terms of a certain agreement entered into between the Anna Economic Development Corporation and BORROWER and captioned Economic Development Incentive Grant for Capital Investment Performance Agreement (hereinafter referenced as "EDC Performance Agreement'). H. Limitations on selling the business. The BORROWER will not sell the business without the prior written consent of the LENDER. I. Default. The occurrence of any of the following events shall constitute a Default by the BORROWER of the terms of this Agreement: 1. BORROWER'S failure to pay any amount due as principal or interest on the date required under this Agreement; 2. BORROWER seeks an order of relief under the Federal Bankruptcy laws; 3. BORROWER becomes insolvent; 4. A federal tax lien is filed against the assets of the BORROWER; or, 5. A violation by BORROWER of any of the restrictions, prohibitions or requirements set forth in paragraphs B.-I., above. J. Additional Provisions Regarding Default: 1. Addressee and Address to which LENDER is to give BORROWER written notice of default: SIMPLY FLOOR IT, Inc. 9981 Slater Creek Rd Anna, Texas 75409 If BORROWER gives written notice to LENDER in accordance with this Agreement that a different address shall be used, LENDER shall use that address for giving notice of default (or any other notice called for herein) to BORROWER. 2. Cure of Default. Upon default, LENDER shall give BORROWER written notice of default. Mailing of written notice by LENDER to BORROWER via U.S. Postal Service Certified Mail shall constitute prima facie evidence of delivery. BORROWER shall have 15 days after receipt of a written notice of default from LENDER to cure said default. In the case of default due solely to BORROWER'S failure to make timely payment as called for in this Agreement, BORROWER may cure the default by making full payment of any principal and accrued interest (including interest on these amounts) LOAN AGREEMENT AND PROMISSORY NOTE Page 2 of 4 whose payment to LENDER is overdue under this Agreement and, also, the late payment fee described below. 3. Fee for Late Payment. There shall also be imposed upon BORROWER a 2% fee for any late payment computed upon the amount of any principal and accrued interest whose payment to LENDER is overdue under this Agreement and for which LENDER has delivered a notice of default to BORROWER. For example, if the Agreement calls for monthly payments of $500 upon the first day of each month and BORROWER fails to make timely payment of said amount, BORROWER (after a default notice is sent by LENDER) shall be liable to LENDER for a penalty of $10 (i.e., $500 x 2%) and, to cure the default, the BORROWER must pay to LENDER the overdue Loan Balance of $500, interest upon the overdue Loan Balance, and a late fee of $10. 4. Acceleration. If the BORROWER fails to cure any default on or before the expiration of the fifteen (15) day cure period that starts on the date BORROWER receives written notice from LENDER that an event of default has occurred under this Agreement, the entire unpaid principal, accrued interest, and late fees under this Agreement shall accelerate and become due and payable immediately. K. Parties that are not individuals. If any Party to this Agreement is other than an individual (i.e., a corporation, a Limited Liability Company, a Partnership, or a Trust), said Party, and the individual signing on behalf of said Party, hereby represents and warrants that all steps and actions have been taken under the entity's governing instruments to authorize the entry into this Agreement. Breach of any representation contained in this paragraph is considered a material breach of this Agreement. L. Integration. This Agreement, including the attachments mentioned in the body as incorporated by reference, sets forth the entire agreement between Parties with regard to the subject matter hereof. All other prior agreements, representations and warranties, express or implied, oral or written, with respect to the subject hereof, are hereby superseded by this Agreement. M. Severability. In the event any provision of this Agreement is deemed to be void, invalid, or unenforceable, that provision shall be severed from the remainder of this Agreement so as not to cause the invalidity or unenforceability of the remainder of this Agreement. All remaining provisions of this Agreement shall then continue in full force and effect. If any provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope and breadth permitted by law. N. Modification. Except as otherwise provided in this document, this Agreement may be modified, superseded, or voided only upon the written and signed agreement of the Parties. Further, the physical destruction or loss of this document shall not be construed as a modification or termination of the agreement contained herein. O. Exclusive Jurisdiction for Suit in Case of Breach. The Parties, by entering into this Agreement, submit to jurisdiction in Collin County, Texas for adjudication of any disputes and/or claims between the Parties under this Agreement. Furthermore, the Parties hereby agree that the courts of Collin County, Texas shall have exclusive jurisdiction and venue over any disputes between the Parties relative to this Agreement, whether said disputes sounds in contract, tort, or other areas of the law. P. State Law. This Agreement shall be interpreted under, and governed by, the laws of the State of Texas. IN WITNESS WHEREOF and acknowledging acceptance and agreement of the foregoing, BORROWER and LENDER affix their signatures hereto. 4WI41-00) LOAN AGREEMENT AND PROMISSORY NOTE Page 3 of 4 BORROWER SIMPLY FLOOR IT, LLC By: d Andrea- Means Henry THE STATE OF TEXAS § COUNTY OF COLLIN § LENDER Anna Community Development Corporation By: ATTEST: BEFORE ME, a Notary Public in and for the State of Texas, on this day personally appeared Andrea Means Henry known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that she executed same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the jj�ay of 2016. KYNDAL BARBAY Notary Public, State of texas My Commission Expires May 21, 2019 Notary Public in and for The Sta e'te fTexas LOAN AGREEMENT AND PROMISSORY NOTE Page 4 of 4 EXHIBIT A LOAN REPAYMENT SCHEDULE PAYMENT DUE DATE AMOUNT DUE March 1, 2019 $1,527.77 April 1, 2019 $1,527.77 May 1, 2019 $1,527.77 June 1, 2019 $1,527.77 July 1, 2019 $1,527.77 August 1, 2019 $1,527.77 September 1, 2019 $1,527.77 October 1, 2019 $17527.77 November 1, 2019 $1,527.77 December 1, 2019 $1,527.77 Janus 1, 2020 $1,527.77 February 1, 2020 $1,527.77 March 1, 2020 $1,527.77 -April 1 , 2020 $1,527.77 May 1, 2020 $1,527.77 June 1, 2020 $1,527.77 July 1, 2020 $1,527.77 August 1, 2020 $1,527.77 September 1, 2020 $1,527.77 October 1, 2020 $11527.77 November 1, 2020 $17527.77 December 1, 2020 $1,527.77 January 1, 2021 $1,527.77 Februa 1, 2021 $1,527.77 March 1, 2021 $1,527.77 April 1, 2021 $1,527.77 May 1, 2021 $11527.77 June 1, 2021 $11527.77 July 1, 2021 $1,527.77 August 1, 2021 $1,527.77 September 1, 2021 $1,527.77 October 1, 2021 $1,527.77 November 1, 2021 $17527.77 December 1, 2021 $1,527.77 January 1, 2022 $1,527.77 February 1, 2022 $1,528.05