HomeMy WebLinkAbout1982 Ordinance No. 031I
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CllOINANCE NO. J 0
SERIES OF 1982--
BY AU'lllORITY
COUNCIL BILL NO. 34 • l
INTROWCEO BY COUNCIL
MEMBER FITZPATRICK
AN CllOINANCE MmiCJUZI~ 'll!E ISSUANCE AND SI\LE OF INDU STRIAL DEVELOPMENT
REVENUE ectlOO, SERIES (U.S. INDUSTRIES, INC. PRQJECT) IN 'll!E AIXiRffil\TE
PRINCIPAL NON!' OF $2,200,000 TO FINANCE A PRQJECT FOR U.S. INDUSTRIES,
INC.; RATIFVI~ CERTAIN ACTICII IIERE"I'C'FalE TAKEN; AUTHORIZI~ 'll!E EXECUTICII
AND DELIVERY BY 'lllE CITY OF A FINANCI~ AGREEMENT, AN !~'DENTURE OF TRUST,
SUCH BCIIDS AND CLOSI~ IXlC\tlENTS IN CXN,ECTION 'll!ERElo/ITH; MAKI~ .
DETERMINATIOOS AS TO 'll!E SUFFICIENCY OF REVENUES AND AS TO CJl'HER MATTERS
RELATED TO 'll!E PRClJECT; AND REPEALI~ ACTION HERETOFORE TAKEN IN COOFLICT
HERElo/I'lll.
WHEREAS, the City of Inglewood, Colorado (the "City"), is a
legally and regularly created, established, organized iUld existing
political subdivision under the Constitution and laws of the State of
Colorado and the Home Rule Charter of the City; and
WHEREAS, the Colorado County and Municipality Development
Revenue Bond Act, constituting Sections 29-3-101 through 29-3-123,
inclusive, Colorado Revised Statuteb 1973, as amended (the "Act"),
authorizes cities to finance one or more projects to promote industry
and develop trade or other economic ~ctivity by inducing profit or
nonprofit corporation,J and manufacturing, industrial, co111Dercial or
business enterprises to locate, expand or remain in the State of
Colorado, to mitigate the serious threat of extensive unemployment in
parts ?f the State of Colorado, to secure and maintain a balanced and
~table ~conomy in all parts of the State of Colorado or to further
the use of its agricultural products or natural resources; and
WHEREAS, s uch cities are further authorized by the Act to
issue revenue bonds for the purpose of defraying the cost of financ-
ing any project including all incidental expenses incurred in issuing
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euch bonde, and to eecure payment of 1uch bond• aa provided in the
Act, and
WHEREAS, u. s. Industries, Inc., a Delaware corporation
(the •company"), ha• preaented to the City a propo1al whereby the
City will, pureuant to the Act, finance a portion of the cost of
acquiring certain equipment (the "Project"), to be installed in an
existing building leased by the Company, the whole to be operated by
the Company as a manufacturing facility, located within the City,
which Project qualifies as a "project• within the meaning of the Act1
and
WHEREAS, Industrial Development Revenue Bonds, Series 1982
(U, s. Industries, Inc. Project) in the aggregate principal amount of
f2,200,000 (the "Bonda") will be isauP.d, sold and delivered by the
City to First Union National Bank (the "Original Purchaser") to pay a
portion of the cost of financing the Project including certain inci-
dental costs incurred in connection with the issuance of the Bonds;
and
WHEREAS, on August 18, 1980, the City Council adopted a
resolution expressing willingness to issue the Bonds to finance the
Project, and
WHEREAS, the Company will enter into a Financing Agreement
dated as of June l, 1982 (the "Financing Agreement") with the City
providing for payments sufficien~ to pay the principal of, premium,
if any, and interest on the Bonds and to meet other obligations as
herein and therein provided, and
WHEREAS, the Ci ty will enter into an Indenture of Trust
dated as of June l, 1982 (the "Indenture") with First Union National
Bank, as tru ■tee (the "Truetee"l pursuant to which the City will
assign t o the Trustee for the ben~fit of the holders o~ the &,nds all
of its right, title and interest (with certain exceptions) in the
Financing Agreement to secure payment of the Bonds1 and
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WHEREAS, there have been preaented to the City Council
(il the propo1ed form of the Financing Agreement and (iil the pro-
poeed form of the Indenture.
NOW, TBERBFORB, BB IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF ENGLEWOOD, COLORADO,
Section l. All action (not incon s istent with the provi-
■ione of this ordinance) heretofore blken by the City Council and the
officers of the City directed toward the f inancing of the Project and
the issuance and sale of the Bonda therefor be, and the same ie
hereby, ratified, approved and confirme d .
Section 2. The City shall finance a portion of the coat of
the Project, including the costs incidental to the authorization,
issuance and sale of the Bonda, by lOAlling the proceeds of the Bonde
to the Company in accordance with the provisi ons of the Financing
Agreement for the purposes described above.
Section J. To defray a portion of the coat of financing
the Project including the costs incidental to the authorization,
issuance and sale of the Bonda, th e re is hereby author i zed and cre-
ated an issue of industrial development revenue bonds designated
"City of Englewood, Colorado, Industrial Development Revenue Bonde,
Series 1982 (U. s. Indu1tries, Inc. Pr oject)• in the aggregate prin-
cipal a.mount of $2,200,000, issuable as fully registered bonds with-
out coupons. The Bonde shall be dated their da te of issue, except ae
otherwise pro,ided in the Indenture.
Until the Conversion Da t e <as he r ein defined), if any, the
Bonds shall bear intere ■t at the r Rte of 651 of th~ rate of interest
per annum announced by First Union National Ban ~ from time to time as
its prime rate (the "Prime Rate") payable quarterly on the first day
of each March, June, September and December ("Interest Payment Date •)
commencing September 1, 1982, plus 1.51 per annum interest for the
first 90 days , payable on the date of delivery thereof. Any change
in such Prime Rate shall be effec t ive on the day eo aMounced. Th e
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interest rate on the Bond• may be converted to a Fixed Rate
(hereinafter defined) with auch interest payable quarterly on each
Interest Payment Date fol.lowing the date of conversion to the Fixed
Rate (the •conversion Dete"l. Such conversion ■hall be JDAde by the
City at the option and upon the direction of the Company, after the
Company shall have provided the registered holders of Bonde with
written notice of the intent to convert to the Fixed Rate at least
thirty (JO) days prior to the Conversion Date. Such notice shall
alao 1pecify the Conver1ion Date. The Fixed Rate shall be that rate
epecit:ied in an ordinance adorted by the City Council,
Overdue payments of principal of and interest on the Bond e
shall, to the extent permitted by law, bear interest from the date
due until payment in full at the rate which, during the period when
the interest rate on the Bonde ie not the Fixed Rate, is one percen-
tage point above the Prime Rate, and during the period when th e
interest rate on the Bonde is the Fixed Rate, is one percentage point
above the Fixed Rate. All interest shall be calculated on the basis
of the number of days actually elapsed, based on a 360--day year with
twelve thirty day months, In no event shall the interest on th e
Bonda ever exceed the rate of 401 per annum. The Bonde shall mature
on June 1, 2002, aubject to redemption as provided in the Indenture,
shall be payable as provided in the Indenture, and shall be in sub-
stantially the form as set forth in the Indenture. The Bonde shall
bP eold to the Original Purchaser at a private sale at a purchase
price equal to 1001 of the principal amount of the Bonds, The JDAxi-
mum net effective interest rate payable on the Bonds is 401 per
annum, which rate is hereby determined to be the JDAxilllum net effec-
tive interest rate on the Bonde.
Section 4. The following determinations and findings are I
hereby made in accordance with Sections 29-3-113, 29-3-114 and
29-3-120 of the Act,
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<al Tbe maximum amount neceaaary in each year
to pay the principal of and th,e intereat on the Bonds is as
follows 1
Annual Period Principal to Annual Debt
to and Interest for bo Retired in Service
Including June l Buch Period such eec1o4 Beguirement
1983 '799 ,333* ,-o-799,333
1984 880,000 -o-880,000
1985 880,000 -o-880,000
1986 880,000 -o-880,000
1987 880,000 -o-880,QOO
1988 880,000 -o-880,000
1989 880,000 -0-880,000
1990 880,000 -o-880,000
1991 880,000 -0-880,000
1992 880,000 -o-880,000
1993 880,000 -o-880,000
1994 880,000 -o-880,000
1995 880,000 -o-880,000
1996 880,000 -0-880,000
1997 880,000 -o-880,000
1998 880,000 440 ,ooo 1,320,000
1999 704,000 440,000 1,144,000
2000 528,000 440 ,ooo 968,000
2001 352,000 440,000 792,000
2002 176,000 440,000 616 ,000
*Interest for thia period is calculated on the assumption that the
Bonda are i1aued July 9, 19821 the intere1t payable in the period
would be different if the Bonda were issued before or after such
date.
Cb) No reaerve fund has been established nor is
proposed to be established for the retirement of the Bonds
or the maintenance cf the Project and accordingly it will
not be necessary to pay amounts into any such reserve
fund.
Cc) The terms under which the Project is to be
financed provide that the Company shall maintain the
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Project and carry all proper inaurance with reapect
thereto.
(dl The revenues payable under the Financing
Agreement are aufficient to pay, in addition to all other
requirements of the Financing Agr-ent and thJe ordinance,
all sums referred to in paragraph• (al and (c) of this
Section.
(el The revenue ■ payable under the Financing
Agreement are sufficient to pay, in a ddition to all other
requirements of the Financing Agreement Md this ordinance,
all t a xeij payable pursuant to Section 29-:1-120 of the Act.
S ection 5. The forms, terms ,l nd provisions of the
Financing Agreement and the Indenture, b~ and they hereby are
approved an1 the City shall enter into the Financing Agreement and
the Indenture in the forms of each of such documents presented to the
City Council at this meeting, with only such changes therein, if any,
ae are not inconsistent herewith1 and the Mayor is hereby authorized
and directed to execute and deliver each such document and the City
Clerk is hereby autbori:aed and directed to affix the City seal to and
to attest each ouch document.
Section 6. The form ■, term ■ and provisions of the Bonde,
in the forms contained in the Indenture, be and they hereby are
approved, with only such changes therein, if any, ae are not icon-
sistent herewith1 and the Mayor ie hereby authorized and directed to
execute the Bonda and the City Clerk ie hereby authorized and
directed to affix th■ seal of the City to the Bonde and to attest the
llonde.
Section 7. The Mayor is hereby authorized to execute and
deliver to the Trustee the reque ■t and authorization of the City for
the authentication and delivery of the Bonds by the Tr us tee, in
accordance with Section 2,07 of the Indenture.
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Section 8, Fir ■t Union National Bank i ■ hereby app,inted
as Trustee under the Indenture, thereby also serving as registrar and
paying agent under the terms of the Indenture.
Section 9. The officer ■ of the City shall take all action
in conformity with the Act necessary or reasonably required to effec-
tuate the issuance of the Bonds and shall take all action nec~ssary
or de ~l r able in conformity wi t h the Act to finance a portion of the
coat of the Project and for carrying out, giving affect to and con-
~ 1mmating the transaction ■ contemplated by thi~ ordinance, the
t •. 1ancirig Agreement and the Indenture, including without limitaticn
t he o~ecution and delivery of any documents necessary t o elect ~o
hav e Section 103 (bl (6) (D) of the Internal Revenue Code of 1954, .. v 1
amended, apply to the Bonde and of any closing documents to be de l iv-
e red in connection with the sale and delivery of t he Bonds.
Section 10 . The cost of financing a porti on of the coat of
the Project, inc ~ud tu g the costs incidental to the authorization,
iseuance and ea l q of ~h e Bonds, will be paid ou t of t he proceeds of
the Bonds and none of the Bonds will be the general obligation of the
City, nor shall any of the Bonde, including interest thereon, consti-
tute the debt or indebtedness of the City within the meaning of the
Constitution or statutes of the State of Colorado or the Home Ru.i.e
Charte r. of the City nor shall anything contained in this ordinanne or
in the Bonds, the Financing Agreement, the Indenture or any other
instrument give rise to a pecuniary liability or a charge upon the
general credi t or taxing powers of the City, nor shall the breach of
any agreement contained in this ordinance, the Bonde, the Financing
~greement, the Indenture or any other instrument impose any pecWliary
liability upon the City or a charge upon the general credit or taxing
powers of the City, the City having no power to pay out of its gen-
eral funds, or otherwise contribute any part of the co~t of financirig
the Project, nor power to operate the Project ae a business or in any
manner, nor sh all tht. City con,J~n any land or other property for the
Project nor contribuce any land or other ~roperty to the Project.
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Section 11. After any of the Bonda an i1 ■ued, thia ordi-
nanc e shall be and rcain irrepealable witil the Bonda and the inte r-
eat t t,er.e on shllll have been fully paid, canceled and disc harged.
Section 12. If any section, paragraph, clause or provision
of this ordinance shall for any rea&.;,Q be held to be inva l i d or un en-
forceabl e, the invalidity or wienfcrceability of such section, para-
graph, clause or provi ■ion shall not affect any of the nmaining pr o-
visions of this ordi nance .
Section 13 . All bylaw s , orders and ordinances, or parts
thereof, of the City, inconsistent here"'1 th and with the .. documents
hereby approved, are hereby repealed to t he ex tent ,nly of such
inconsistency. Th i s repeAJ.er shall not be construe d as t eviving any
byl aw , orde r or ordinance, or part thereof.
Sect i on U. This ordinance, immediately on its final pas·
sage and adoption, s hall be numb e red and recorded in the of fici a l
records of the City kept for that pu rpoee, a uthenticated by the sig-
natures of the Mayor and City Clerk, and published by refer en ce in
the Englewood Sentinel, a newspaper published and of general circula-
tion in the City.
Section 15. Thia ordinance ■hall be in full force and
affect thirty day ■ after publication following final pa11ag1.
Introduced, read in fu ll , and passed on first reading on the
7th da y of June , 1982 .
198 2 . Publ i shed as a Bill for a n Or d i na nce on the 9th day of J une,
Read by ti tl e and passed on fi nal read ing on the 6th day
of July, 1 98 2.
Published by ti tle as Ordi nance
on the 7th day o f J uly, 19 82.
Atte s t:
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No. J o , Series cf 1982, I
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City of
a true,
reading
1982,
I, Gary R, Higbee, ex officio City Clerk-Treasurer of the
Engl0wood, Colorado, hereby certify that the foregoing is
accurnte and complete copy of the Ordina3()passed on final
and published by title as Ordinance No, , Series of
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