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Home My WebLink AboutPR 11763: PRO METALINTER OFFICE MEMO To: Mayor, City Council & City Manager From: Mark T. Sokolow, City Attorney /~ ~ Subject: P. R. No. 11763 Council Meeting May 28, 2002 Date: May 23, 2002 Attached is P.R. No. 11763 authorizing the City Manager and the City Attorney to enter into a settlement of the arrearage as it pertains to the Pro Metal Revolving Loan. MTS/tS Attachment cc: VIA FACSIMILE (409) 835-4488 Gary Coker z. pr11763, memo P. R. No. 11763 05/23/02 ts RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER AND THE CITY ATTOP. NEY TO ENTER INTO A SETTLEMENT OF THE A~REAI~%GE AS IT PERTAINS TO THE PRO METAL REVOLVING LOAN the City Council deems it in the best interest WHEREAS, of the citizens of the City of Port Arthur City Manager and the City Attorney to enter of the arrearage as it pertains to the Loan. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE to authorize the into a settlement Pro Metal Revolving CITY OF PORT ARTHUR, TEXAS: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Manager and the City Attorney are authorized to enter into a settlement of the arrearage as it pertains to the Pro Metal Revolving Loan, as described in Exhibit "A" and to execute the release in substantially the same form as attached hereto as Exhibit "B" and such other documentation, i.e., UCC-3, as necessary to release liens. Section 3. That a copy of the Resolution be spread upon the Minutes of READ, ADOPTED AND APPROVED on this __ caption of this the City Council. day of A.D., 2002, at a Regular Meeting of the City Council of the City of Port Arthur, vote: AYES: Mayor Councilmembers Texas, by the following ; NOES: ATTESTs MAYOR ACTING CITY SECRETARY APPROVED AS TO FORM: APPROVED FOR ADMINISTRATION: CITY MANAGER EXHIBIT "A" E X H I B I T Page 1 of 1 Mark Sokolow From: "Adam A. Fadhli" To: "Mark Sokolow" <mark@p"~rtarthur.riet>-- Sent: Tuesday, May 07, 2002 6:17 PM Attach: adamf.vcf Subject: Re: ProMetal To the best of my knowledge, ProMetal has made payments totaling $15,851.08 (your Finance Department should be in agreement with this figure based on the figures you provided below). At this stage, in order to avoid litigation and to expedite the settlement of this matter, I am willing to offer a settlement amount of $14,148.92 which would, along with prior payments, satisfy the entire $30,000.00 original principal sum of this loan. This settlement is conditional upon complete release of any and all party's obligation under this loan. My ability to maintain this offer for any length of time is limited, therefore, I would appreciate an answer as soon as possible. - Adam Fadhli Mark Sokolow wrote: The Director of Finance has computed the amount due asS 19,380.39. This includes the balance due - $17,715.80 as of the last payment 10/5/00 plus interest from that date through acceleration 1/22/02- $1,147.88 plus post maturity interest from that date through 5/7/02- $ 516.71. If the note is paid, the security interests will immediately be released. From: Mark Sokolow City Attorney 5 / 10/02 EXHIBIT "B" THE STATE OF TEXAS COUNTY OF JEFFERSON RELEASE For due and fair consideration, including the payment of $14,148.92 by Adam Fadhli on the day of , 2002, and taking into account that Pro Metal has already paid $15,851.08; the City of Port Arthur herein releases Pro Metal Fabrication, Inc., Greg Cook, Juli Cook and Adam Fadhli from any and all pertains to the note signed on September 2, which is herein attached as Exhibit "1". Furthermore, the Commercial Security Agreement and the UCC Lien attached obligation as it 1997, a copy of hereto as Exhibits "2" SIGNED on this the __ and "3" are also herein released. day of , 2002. CITY OF PORT ARTHUR ATTEST: STEPHEN FITZ~IBBONS CITY MANA~ER CITY SECRETARY ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF JEFFERSON BEFORE ME, the undersigned authority, on this day personally appeared STEPHEN FITZGIBBONS, CITY MANAGER of the City of Port Arthur, Texas, know to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated as the act and deed of said City of Port Arthur. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the __ day of , A.D., 2002. Notary Public in and for Jefferson County, Texas EXHIBIT "1" Gre~ Coo~p Juli Cook and Pro Metal Fabricator*s, Inc. 1048 7th Street Port Arthur~ TX 77640 City of Port Arthur P. O. Box 1089 Port Arthur, TX 77641 LENDER'S NAME AND ADDRESS Data September 2- lqq7 Maturity Date Loan Amount ~_ 3OEO00 Renewal Of 5% Interest Rate .THIRTY OU~_~O0 Ooll~re J 30,~000 ~[~ Single Advance: I will tacalva all of this prlnclpat sum on ~' Ne additional advances ara aontomplated under thl~ note. [] Muhlple Advance: The principal sum shown above ts the maximum amount of principal I can borrow under this note, On and future principal advanaea ara contemplated. I will receive the amount of Condhlons: The conditions for future advances are [] Open End Credit: You and I aorae that l'may borrow up to the max[mum amount of principal more than one time. This feature la eubjoot to all other conditions and expires on * [] Closed End Credit: You and I agree that I may borrow up to tho maximum only one t]me (and subject to alt other oondigons). INTEREST: I agree to pay Interest on the outstandlng prlnalpal balance fror~ep~'aml~r T. 1 ~_~? at tho rata of5' % per yearundl_ September 2~ 2002 [] Variable Rate: Tb[s rata may then change as stated below, [] Index Rate: Tho future rate will bo tho followin~ Index rate: [] Ceiling Rate: The Interest rate ceiling for this note Is the ceiling rate announced by the Credit Commissioner tram rime to time. [] Frequency end Timing: The rate on this note may ahange as often as A change In the Interest rate wgl take affect .% or [] Limitations: During the term of this loan, the applicable annual interest rate wilt not be mor~ then less than -- %' Effect of Variable Rate: A change {n the Interest rats wgl have the following effect on the payments: [] The ar~ount of each scheduled payment wilt change. [] The amount of tho final payment will change. [] basle. ACCRUAL METHOD: Interest will be aaloutatod on a __~60 da~s oer year pOST MATURITY RATE: I agree to pay Interest on'the unpaid balance of thls note owing after meturlty, and until paid in full, as stated below: [] on the soma fixed of varlable~[ata basle In effect before matudty las indicated above). ~[~ at a rate equel~o ~0~[ ' [] LATE CHARGE: If a payment is made more than . days after it is due, I agree to pay a leto charge of [] ADDITIONAL CHARGES: In addition to Interest, I agree to pay the following charges which [] are [] are not included In tha prlnelpat amount above: PAYMENTS: [ agree to pay this note as follows: [] Interest: I agree to pay accrued Interest [] Principal: I agree to pay tho principal [~lnstallmente: I agree to pay this note In~0 _ payments. Tho first payment will bo Iff tho amount of $ ~ and wgl be due October 2~ 1997 ... A payment of $ 56R_ 11' . will be due ~ thereafter. The finer payment of the entire d___~_y_~f each month . unpaid balance of principal and Intores~ will be due ~ ADDITIONAL TERMS: THIS WRITrEN LOAN AGREEMENT ~EP~RESEI~TS THE FINAL AGREEMENT BETWEEN THE PARTIES AND AY NOT SE CONTEMPORANEOUS, OR SUIBit~U~ ORA CONTRADICTED aY EVIOENC OF P Ion, L AG REEM ENTS~.~E?~RTIE~ THERE ARE NO UNCleaN ORAL AGREEMENTS B~WEEN THE PAR~ Signature for Landor ', the City of Po~!t .Ar,~hur PURPOSE: The purpose of this loan la __~o pl~rCha~_c/3~mam- __~QCk ' · : GREE TO THE TERMS OF THIS NOTE (INCLUDING C BLE LAW' Tho law of e , eta of Texas will govern Iht, note. ~e~flao~, .;nye On o this agreement cannot, be aerate, ed ecoa. re!ag DEFAULT: I will ba In default on thio loan and any agreement securing this loon If any one or more of tho following oocura: (1) I fal tq par arm any obligation whioh I have undertaken In thee [2) you, In good faith bell,va that ha'prospect of payment or tho amount I owe you for ohergo, which a o neither interest nor principal . Tho remainder of each payment will than toduoe accrued unpaid Interest, REMEDIES: if I em In default on this note you hbvo, but ara not Ilmltod to, and than unpaid pdnclpet. 11 you and I agree to a different applleafion of tho following remedies: . (1) You may demand immediate payment o my debt under thio nato of or ho on · bmenco o~ tn s o~,, r [2) You may sot o tld~ debt against any r[0ht I have ? the p?mont excuse or rod Y au and a toe In w t no to the INTER .. arn interest only'w ~n I r~elve the advance. The other remedy. int that time "No w[ths ending anyth ng to tho credit by me. ' char e under eppl cab · aw er the extension o[~ ore~l~ that I~ agreed, ? horeg(o her be ora or otter maturity), If any notto~ ~i~o t~o~r~'n ~ an oven to bo a defautt, you do not waive your rioht to later ooneldor tho NDEX RATE: Tho index w serve only em a device for catting the rate on CCRUAL METHOD: Tho amount at into est that I wilt pay on this loan will ba calculated using the est oelculation, t a accrual a a 1 of this note. For the purpose of nta · " o P g Ina fha number o day! In a year. no aa rual ealcutaflnginterest, E: For urposos of deciding when the "Post pOST MATU.RI,T.Y RAT .... ?~ -~io, the term'me u ty' moans the ~pect tiler you witt make onty one advance o principal. Howeveh you ~ribod in t e 'PAYMENTS BY LENDER" pa ~gr, aph below. ., ~ULTIPLE ADVANCE LOANS: I~ this is a multiple advance gan, you eno ~ additional orodlt. PAYMENTS BY LENDER: If you ore authorized to pay, on my behalf, ar el [ ~m obtioatod to pay (~uch aa property inouronca promlumo), immediate payment of the charges. S~-OFF agree that you may sot off any amount duo and payable under this note against any right have o receive money from you. an de oslt account bolo ce ~ h~vo with you; urchose a raomont or other nondoposit ob gatlon. aunt ~f which you are ent ed to demo d pay oat under tho term~ of interest In ha obliger on and to any atheism . my ~ol q ..... , - .-.~ere m~ tights era only as a repro- ~old you harmless from any such cia[ms arising as a result y a of a rosJdenoe that s personal p oporty, tho existence of e default terms of the separate eacudty nst~umonl by tho "De(~ult" and 'Rome- prohibited by law). To tho extent permitted by the WAIVER: I give up my ights to roqulre you to do certain things. I will not 1 ~rnand payS. oat of amounts duo (presentment); 2) obtain oflialel certification of nonpayment (protest1; (3) give notice that amoun a due have not boon paid [notice of die* honor); (41 give notice of intent to accelerate; or (5) give notice of acceleration. OELIGATIONS INDEPENDENT: I understand that t must pay this note oven if someone else has also a0rood to pay it (by, for example, ei0nlng alone, or anyone also who is obligated on th~s note, or any number of ua together, to collect thio nato. You may do ,o without any notice that it has not boon po d {no ce of d shorter. You may without notice release any party to this agreement w haut re oas no any other party. If you give up any o'f your rights, with or without notioe, it w not aRoc my duty to 'au may .t you, o,,o. ,tend th. nee o, R,a debt ,.p,e.ont L ! I EXHIBIT "2" COMMERCIAl. SECURITY A(;REEMENT Dated ~eotember 2. 1997 Debtor(s) Oreg Cook, Juli Cook and Pro Hetal Fabrieator'e, Inc. 1048 7th Street (Street Addre~) Port Arthur. T~nn (City, Stnte, County~ Zip Code) 776~0 P. O- 'Rn~ l ORq (City. State, County. ZIp Code} (hereinafter referred to as "Secured Party"} parlyundcr note dated September 2, 1997 ~ x~-~.~oRoPR ATE BLANKS) · ;md roductslhcrc(f, inYcudngw houtllmitnfi<n.~ n~c~ dra~s.;t¢ccp~ancc~i~rum~nt~nnd~:hauc~a.~..`rari~ingth¢rc~r~m~andaH~cturn~d~rr~pos~e~s~d ~ , , ~ Lis ~ dx n roccs~ fin~hed odsandolhcriangbe ~=nnalpr~crty.whc~cscvcrl~acd. now~wncdorhclcar~cr~cquirc,i;mdhctdfirsalc c~c,rurn~hcdor~ohcfurnishcdundcrcontrac~s(orscrviccor Thc rcco downcr o[thc.rc~ cslalc s: . Shares of stock in Fro Metal Fabricator's, Inc. Pro Metal Fabricator's, Inc. "A" Property described in Ex. . D. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor represents and warrants as follows: aintcnance and rcscr;' ion df the Collaletal. (d)pay any filing, rccor~ ing. cg' Llit~n licensing ~lr certification fo? or o,hc,~cc~ an~ ch~rgc~ * . s f he lime any cc unt becomes subject t( thc scour ty interest (o p edge or ass'gnmcnt a~ app,lic~blc)granlcd hcr. ch~'. . A.~dlfi:)na~ ~r~yn?~..~ ....... ,e'lch anha fsuch accounts as follows: (a)each account and all pa~rs and docu~?~3 ' ' '" rcdP vshll[have herighllnitsownn nc > inthc, coflhcOcb }r whcthcrhcforco~altcr~cfault. ~:~';;:, ;ecured Part,. and sha,I not co,nm,ngle the proceeds of collect,on o[ accounts w,th any funds of thc Debtor. In order hcr~hy .,uth~r,zcd~ich will ~o, rc ulrc ,~c C~l,u cra or an, ~,r, ,hcrcor. o bc ~c{istcrcd in accordance ~,h ,he Sccu~mcs AC, or lUgS. ~, amended, or Ihc rules and ~rces that such ptjvnlc sales shall constituto a commercially reasonable mcihod of disposing of Iht Collateral. Default shall also include failure of the debtors to purchase land and a bui!dinE for ~ Pro Hera.1- Fabricator*s, I within six (6) mouths. The ~ and building shall be in the City of Port Arthur. · , ~g alion~: v dcut~,dis~Ou on quidafion,tcrm na ono ~5is~nc~in?~y~ncy~busincss~ai~ur~winding~up~f~eb[~r~ranym~ker~nd~[ser~g~ar~m~r`~ur~y Oreg C~ / ~ Ju~ Cook "Dchwr" EXHIBIT "3" I 97-- 9728710 FINANCING STATEMENT -- FOLLOW ~NS'mUCTIONS CAREFULLY F- -5 City of Port Arthur City Attorney P. O. Box 1089 Fort Arthur ~X 77641 RECEIVED SEP 1 6 19~/ LEGAL DEPARTMENT 1048 7th Street FIRST NAME Port Arthur 2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert on[y one debtor name (2a or 2b) [NONE Cook 1048 7th Street '--]NONE 3b. INDIVIDUAL'S LAST NAME CiTY SUFFIX pOSTAL CODE Ail fixtures, equipment, inventory and other business assets owned or to be owned by Jull Cook, Greg Cook and Pro Metal Fabricator's, Inc. Property described in Exhibit "A". SEP 1997 RECENED SANDY W1L,..~N Cota~ clerk deffer~O~ ~. Texa~ FILING OFFICER COPY -- NATIONAL FINANCING~TATEMENT (FORM UCCll ~RANS) (REV. 12/18/95) 62WHITE ST. ~YC 1~13 EXHIBIT "A" The collateral shall include the following property and interests in property of the debtors, whether now owned or existing or hereafter created, acquired or arising, wheresoever located, including, without limitation, the following: A) All machinery, vehicles, apparatus, equipment, devices, tools, parts, furniture, furnishings, leasehold improvements, appliances and fixtures of whatsoever kind and character now or hereafter possessed, held, acquired, leased or owned by debtors and used or usable in debtors' business including, without limitation those certain items set forth on the additional sheets, if any, attached, together with any replacements, accessories, additions, and substitutions to the extent that the foregoing property is or shall become fixtures upon 1048 7th Street; Port Arthur, Texas 77640 and 700 7th Street, Port Arthur, Texas, 77640 as well as the equipment denoted in Exhibit "A-I". B) All present and future accounts contract rights, notes receivable, chattel paper, certificate of authority, documents, together with any and all books of account, insurance policies and proceeds of insurance, all instruments, including, without limitations, acceptances, drafts, letters of credit, guarantees and other security therefore, together with all returned or repossessed goods arising from or relating to any contract rights, accounts, or other proceeds of any sale or other disposition of inventory, and in any case where an account arises fi.om the sale of goods, the interest of debtors in such goods (the "accounts"). C) All presently owned and hereafter acquired inventory wherever located, and whether in possession of the debtors, a warehouseman, a bailee or any other person, including without limitation, all goods intended for sale or lease by the debtor, or for display or demonstration, all work in progress, all raw materials and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, printing, processing, packaging, shipping, advertising, selling, leasing or furnishing of such goods or otherwise used or consumed in debtors' business, and all documents evidencing and general intangibles relating to any of the foregoing (the "inventory"); D) All general intangibles of debtors, whether now owned or hereafter acquired c:~ including, without limitation, causes of action, corporate or other business records, deposit accounts, inventions, designs, patents, patent applications, registrations, licenses, franchises, customer lists, other intellectual property, tax refund Claims, computer programs, all claims under or granted to debtors to secure payment of any r~ of the accounts by an account debtor, all rights of indemnification and all other intangible property of every kind and nature (the "general intang'bles '). E) All monies and other property of any kind, now or at any time or times 14\exhibita.frm Page 2 September 2, 1997 hereafter, in the possession or under the control of secured party of a bailee of secured party; F) All accessions to, substitutions for an all replacements, products and cash and non-cash proceeds of (A), (B), (C), (D) and (E) above including, without limitation, proceeds of an unearned premiums with respect to insurance policies insuring any of the foregoing; and G) All books and records (including without limitation, customer lists, credit files, computer programs, print-outs, and other computer materials and records of debtors pertaining to any of(A), (B), (C), (D) and (E) above. For the purposes hereof, the following terms shall have the meaning indicated below. Intellectual property - all patents, patent applications, trademarks, names, fictitious business names, trade styles, service marks, logos, formulas, recipes, trade secrets, other source and business identifiers, copyrights, and all other similar general intangibles. Property - any interest in any kind of property or asset, whether real, personal or mixed, or tangibIe or intangible. Notwithstanding any provision to the contract contained herein, the security interest granted by this security agreement secures the payment and performance of all of the liabilities and obligations of the debtors to the secured party of every kind and description, due or to become due, now existing or hereafter arising. Debtors agrees that any such further or future indebtedness or obligation is reasonably within the contemplation of the parties hereto. DEBTORS: Juli Cook Greg Cook Pro Metal Fabricator's, Inc. onthe ~.?~.dayof ~ol~t~l gO I)ro Metal Fabricator s, Inc. Gre~l~ook / 14\exhiblta.frm EXHIBIT "A" The collateral shall include the following property and interests in property of the debtors, whether now owned or existing or hereafter created, acquired or arising, wheresoever located, including, without limitation, the following: A) Ail machinery, vehicles, apparatus, equipment, devices, tools, parts, furniture, furnishings, leasehold improvements, appliances and fixtures of whatsoever kind and character now or hereafter possessed, held, acquired, leased or owned by debtors and used or usable in debtors' business including, without limitation those certain items set forth on the additional sheets, if any, attached, together with any replacements, accessories, additions, and substitutions to the extent that the foregoing property is or shall become fixtures upon 1048 7th Street; Port Arthur, Texas 77640 and 700 7th Street, Port Arthur, Texas, 77640 as well as the equipment denoted in Exhibit "A-l". B) Ail present and future accounts contract rights, notes receivable, chattel paper, certificate of authority, documents, together with any and all books of account, insurance policies and proceeds of insurance, all instruments, including, without limitations, acceptances, drafts, letters of credit, guarantees and other security therefore, together with all returned or repossessed goods arising from or relating to any contract rights, accounts, or other proceeds of any sale or other disposition of inventory, and in any case where an account arises from the sale of goods, the interest of debtors in such goods (the "accounts"). C) Ail presently owned and hereafter acquired inventory wherever located, and whether in possession of the debtors, a warehouseman, a bailee or any other person, including without limitation, all goods intended for sale or lease by the debtor, or for display or demonstration, all work in progress, all raw materials and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, printing, processing, packaging, shipping, advertising, selling, leasing or furnishing of such goods or otherwise used or consumed in debtors' business, and all documents evidencing and general intangibles relating to any of the foregoing (the "inventory"); D) Ail general intangibles of debtors, whether now owned or hereafter acquired including, without limitation, causes of action, corporate or other business records, deposit accounts, inventions, designs, patents, patent applications, registrations, licenses, franchises, customer lists, other intellectual property, tax refund claims, computer programs, all claims under or granted to debtors to secure payment of any of the accounts by an account debtor, all rights of indemnification and all other intangible property of every kind and nature (the "general intangibles"). E) Ail monies and other property of any kind, now or at any time or times 14\exhibita.frm Page 2 September 2, 1997 hereafter, in the possession or under the control of secured party of a bailee of secured party; F) All accessions to, substitutions for an all replacements, products and cash and non-cash proceeds of(A), (B), (C), (D) and (E) above including, without limitation, proceeds of an unearned premiums with respect to insurance policies insuring any of the foregoing; and G) All books and records (including without limitation, customer lists, credit files, computer programs, print-outs, and other computer materials and records of debtors pertaining to any of(A), (B), (C), (D) and (E) above. For the purposes hereof, the following terms shall have the meaning indicated below. Intellectual property - all patents, patent applications, trademarks, names, fictitious business names, trade styles, service marks, logos, formulas, recipes, trade secrets, other source and business identifiers, copyrights, and all other similar general intangibles. Property - any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible. Notwithstanding any provision to the contract contained herein, the security interest granted by this security agreement secures the payment and performance of all of the liabilities and obligations of the debtors to the secured party of every kind and description, due or to become due, now existing or hereafter arising. Debtors agrees that any such further or future indebtedness or obligation is reasonably within the contemplation of the parties hereto. DEBTORS: Juli Cook Greg Cook Pro Metal Fabricator's, SIGNED onthe ~,v~. d_.gay of <a.~p-~ ~'o(' J~i C~ok Inc. , 1997. Pro Metal Fabricator's, Inc. 14\exhibita~frm