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HomeMy WebLinkAbout1981 Ordinance No. 029... . .. ~ • • • \ \ CRDINANCE NO. dt/ SERIES OF 1981 BY AUTHORITY COUNCIL BILL NO. 31 INTRODUCED BY COUNCIL MEMBER FITZPATRICK AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF $320,000 CITY OF ENGLEWOOD, COLORADO, INDUSTRIAL DEVELOPMENT .REVENUE NOTE (THE HEMLOCK COMPANY PROJECT), TO FINANCE THE DEVELOPMENT OF A WARE- HOUSE AND OFFICE FACILITY; AUTHORIZING THE EXECt1l'ION AND DELIVERY BY THE CITY OF A LOAN AGREEMENT; MAKING DETERMINATIONS AS TO THE SUFFICIENCY OF REVENUES AND AS TO OTHER MATTERS RELATED TO SAID COMMERCIAL FACILITY; AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS RELATING THERETO. WHEREAS, the City of Englewood, in the County of Arapahoe, State of Colorado, (the "Issuer") is a legally and regularly created, established, organized and existing home rule municipal corporation, and a political subdivision under the Constitution and laws of the State of Colorado; and WHEREAS, the Colorado County and Municipality Development Revenue Bond Act, constituting Sections 29-3-101 through 29-3-123, inclusive, Colorado Revised Statutes 1973, as amended, (the "Act") authorizes counties and municipalities to finance one or more projects to promote industry and develop trade or other economic activity by inducing manufacturing, industrial, commercial or business enterprises to locate, expand or remain in the State of Colorado, to mitigate the serious threat of extensive unemployment in parts of the State of Colorado, to secure and maintain a balanced and stable economy in all parts of the State of Colorado, and to further the use of its agricultural products or natural resources; and . WHEREAS, such counties and municipalities are further authorized by the Act to issue revenue bonds for the purpose of defraying the cost of financing any project and all incidental expenses incurred in issuing such bonds, and to secure the payment of such bonds as provided in the Act; and WHEREAS, The Hemlock Company, an Oklahoma general partner- ship ·(the "Company") , has presented to the Issuer a proposal whereby the Issuer will, pursuant to the Act, finance the cost of a building, site improvements, fixtures and equipment (the "Project") for the Company to be used as a warehouse and office facility, which Project will be located within the Issuer and qualifies as a "project" within the meaning of the Act; and ' .. • • WHEREAS, City of Englewood, Colorado Industrial Development Revenue Note (The Hemlock Company Project), in the aggregate principal amount of $320,000 (the •aote•) will be issued, sold and delivered by the Issuer to The First National Bank and Trust Company of Tulsa, Tulsa, Oklahoma (the •sank•) and the proceeds thereof used to pay the cost of financing the Project and certain incidental costs and expenses incurred in connection with the issuance of the Bonds; and WHEREAS, concurrently with the issuance of the Note, the Company and the Bank will enter into a Loan Agreement with the Issuer providing for payments by the Company sufficient to pay the principal of, penalty, if any, and interest on the Note and to meet other obligations as herein and therein pr~vided; and WHEREAS, on January 5, 1981, the Issuer's City Council (the "Council•) adopted a Resolution whereby the Issuer agreed to authorize the issuance and sale of the Bonds, it being understood that none of the Project costs or the costs of said issuance and sale were to be borne by the Issuer and that the necessary financing documents were subject to formal approval by further ·action of the Council pursuant to the Act; and WHEREAS, there have been presented to the City: (1) the proposed form of Loan Agreement (the •Agreement•) among t he Issuer, the Company, and the Bank, (2) the proposed form of Deed • of Trust from the Company to the Public Trustee, (3) the proposed -2- • '· • • form of Note, (4) the proposed form of Lease (the •Lease") between the Company and Mylon c. Jacobs Supply Company, Inc., an Oklahoma corporation (the •Lessee•), and (5) the proposed form of Guaranty Agreement among the Lessee and the Bank (the "Guaranty Agreement•)1 .and WHEREAS, the City has considered the Company's proposal and has concluded that the economic and other benefits to the City will be substantial and that it wishes to proceed with the financing of the Proiects NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO: Section 1. All action (not inconsistent with the provisions of this Ordinance) heretofore taken by the Council and the officers of the Issuer directed toward the financing of the Project and the issuance and sale of the Note therefor be, and the same is hereby, ratified, approved and confirmed. Section 2. The Issuer shall finance the Project, by loaning the proceeds of the Note to the Company in accordan·ce with the provisions of the Agreement for the purposes described above. Section 3. To defray the cost of financing the Project, there is hereby authorized an issue of industrial development revenue note to be designated "City of Englewood, Colorado, Industrial Development Revenue Note (The Hemlock Company Project), in the aggregate principal amount of $320,000, to bear -3- , . • • interest from its date aa provided therein. The .. ximwn net effective interest rate on the Note shall be nine percent (9t). Section 4. The following determinations and findings are hereby made in accordance with Sections 29-3-113, 29-3-114, and 29-3-120 of the Act: (a) The amount necessary in each calendar year to pay the principal of and the interest on the Note is $38,944.00. (b) No reserve fund will be established in connection with the retirement of the Note or the maintenance of the Project. (c) The terms of the Agreement under which the Project ts to be financed provide that the Company, at Company's expense, shall be obligated to maintain the Project in good repair, to carry all proper insurance with respect thereto, and to pay all taxes, or payments in lieu thereof, payable pursuant to Section 29-3-120 of the Act. (d) The revenues payable under the Agreement and the Deed of Trust are sufficient to pay, in addition to all other requirements of the Agreement and the Deed of Trust and this Ordinance, the sums referred to in paragraph (a) of this Section. (e) The action on the part of the Issuer in providing financing for the Project in accordance with the Act will induce the Company to locate and remain within the Issuer and State, and possi b ly to expand therein; and will assist the Issuer to avoid • or mitigate any serious threat of extensive unemployment and to secure and maintain a balanced and stable economy. -4- 4 , , . • • • Section 5. The forms, terms, and provisions of the Agreement, the Deed of Trust, the Guaranty Agreement, and the Lease, be and they are hereby approved and the Issuer shall enter into the Agreement in substantially the form as presented to the City, with such changes therein as are not inconsistent herewithJ and the Mayor is hereby authorized and directed to execute and · deliver the Agreement,· the City Clerk is hereby authorized and directed to affix the Issuer's seal to and to attest and countersign the Agreement. Section 6. The form, terms, and provisions of the Note as set forth in the Agreement, be and they are hereby approved, with ~ such changes therein as are not inconsistent herewith1 and the Mayor is authorized and directed to execute the Note, and the City Clerk is hereby authorized and directed to attest the Note and each is authorized to deliver the Note. The seal of the Issuer is hereby authorized and directed to be affixed to the Note. Section 7. The·Mayor and all other appropriate officers and officials of the Issuer a~e hereby authorized and directed to sign, file, or cause to be signed or filed, or approve, accept or concur in all other necessary or appropriate documents for the issuance of the Note and preservation and assurance of the security for the payment of the principal of and interest on the Note. Section 8. The officers and officials of the Issuer shall take any and all action in conformity with the Act which may be -s- " • necessary or reasonably required by the parties to the Agreement, or their counsel or bond counsel to effectuate its conformity with the Act, to finance the Project, and for carrying out, giving effect to and consummating the transactions conte•plated by this Ordinance, the Agreement, the Deed of Trust, the Note, the Lease and the Guaranty Agreement, including without limitation the execution and delivery of any closing document to be delivered in connection with the sale, issuance and delivery of the Note. · Section 9. The cost of financing the Project will be paid out of the proceeds of the Note and the Note will never be the general obligation of the Issuer nor shall the Note, including • interest thereon, constitute the debt or indebtedness of the Issuer within the meaning of the Constitution or statutes of the State of Colorado or of the home rule charter of the Issuer or • any other entity, nor shall anything contained in this Ordinance, or .in the Note, the Agreement, the Deed of Trust, the · Lease, and the Guaranty Agreement, or any other instrument, give rise to a ·pecuniary liability or a charge upon the general credit or taxing powers of the Issuer, nor shall the breach of any agreement contained .in this Ordinance, or in any of the above-mentioned instruments impose any pecuniary liability upon the Issuer or any charge upon its .general credit or against its taxing powers, the Issuer having no power to pay out of its general funds, or otherwise contribute, any part of the costs of -6- ,, . • • • financing the Project, nor power to operate the Project as a business or in any manner, nor ehall the Issuer condemn any land or other prope.rty for the Project nor contribute any land or other property to the Project. Section 10. After the Note is issued, this Ordinance shall be and remain irrepealable until the Note and the interest thereon shall have been fully paid, cancelled and discharged. Section 11. If any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance • Section 12. The Mayor of the City and the City Clerk and other proper City officials, and each of them, are hereby authorized to execute and deliver for and on behalf of the City any and all additional certificates, documents and other papers and to perform all other acts they may deem necessary or appropriate in order to implement and carry out the matters herein authorized. Section 13. All bylaws, orders, resolutions and ordinances, or parts thereof, inconsistent herewith and with the documents hereby approved, are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving . any bylaw, order, resolution, or ordinance, or part thereof previously repealed. -7- .. -. . • • • Section 14. This Ordinance, a~ter its final adoption and approval, •hall be recorded in a book kept for that purpose, ahall be authenticated by the signatures of the Mayor and City Clerk, and shall be published in accordance with law • ......__.•etieft lia A oUbllc hearina on this ordlnaiibi!"'flffi be held Section 16. This Ordinance shall take effect thirty (30) days after publication following final passage • Introduced, read in full, and passed on first reading on the 17th day of February, 1981. Published as a Bill for an Ordinance on the 18th day of February, 1981. Read by title and passed on final reading on the 9th day of March, 1981. Published by title as Ordinance No. t:/t/ , Series of 1981, on the 11th day of March, 1981. Attest: &z:) ___ ~ __ d! ... ~ ex off-i c-io-Ci tj' Clerk-Tr)?clsurer -8- £.,.,~~ ~ ~yor ~--------- ~, • • I, Gary R. Higbee, ex officio City Clerk-Treasurer of • • the City of Englewood, Colorado, hereby certify that the foregoing is a true, accurate and complete copy of the Ordinance pass~'lJ final reading and published by title as Ordinance No. , Series of 1981. , l.~Go/tt~~ • -9-