HomeMy WebLinkAbout1985 Ordinance No. 080OROIN 1'N CE NO. Jii2
SERIE S OF 198 5
BY AUTH ORI TY COUNCI L BILL NO . 93.1
INTRODUCED BY COUNC IL
MEMBER.-J!2~~•----
~.~ JROINA NCE AUTHO RI ZI NG THE ISSU ANC E AND SALE Of
SB,50 0,000 FLOAT ING RA TE DEMAND INDU STR IAL DEVEL·
'JPMENT REVENU E BO NDS ( SWE D! SH MOB I, LTD . PR JJECT)
SER IES 1985 TO flN~.NCE THE ACQUISIT I ON, CONS TRUC -
TI ON, IMPROV EM ENT AND EQUI PPING OF A MEDIC AL OFFICE
BUILDING; RATIFY ING CERTAI N ACTIO NS HERE TOFORE
TA KEN; AUT HORIZING THE EX ECUTION AND T)EL !V ERY BY
THE C !TY Of TH E BONDS, A LOAN AGRE EME NT AND AN
IN DEN TUR E OF TRUS T , AND CLOS ING DOCU MENTS IN CO N·
NECTI ON THER EW ITH; /-.?P ROVI NG THE FOR !-: OF CERTAIN
1-:-IC I LL ARY DOC UME NTS; AN D REPEA L I NG ANY AC': I ON
HER ET OFORE TAKEN IN CON FL I CT HER El'II TH.
WHER EAS, che City o[ E~glew oo d , Color ado (the "I ssu er")
1s a c1cy and a political subdivision d uly org an1=ed a.d
exi s ti~g under che Cons t :tut1on and laws of che State c:
Co1 c rad.:i (t.he "St.ate"); and
WEEREAS, the County and Municipal '.tY ~e~el o pmen t Re ve n ue
Bo~d Act , a:ticle 3, title 29, Co l orad o Revised St a t ute s (th e
"Act"), autr o rizes cities co finance one or mo re pro J eccs ,
including any lan~. ~1:lding o r other ,~p r ov e ment and r eal
and personal property , to che end that suc h cities ma y be
able to provide more adequate medical !a c1l1 ties , whi ch
pr omo tes che public health , we :are , safety , conven ience and
prosperity; and
is s ue revenue b ond s !oc the urpose of de f :a ~ing the ~o st of
financing any proJect a nd all incidenta l expe nses incurted in
is;ui ng s uch bonds; and
WHEREA S ,..Swed ish MOB I, Ltd., a Colorado li mi ted part-
ner sh ip ("Swed ish ") h as presented to the I ssuer a proposal
whereby the Issuer wil l , pursuant t o the Ac t , issue rev enue
bond s hereinafter de scribed and loan the proceeds t her efrom
to Swedish to f in ance the acquisition, construction , improve-
men t and equipping of a medi ca l office building (the "Proj-
ect"), whi ch ProJect will be located wi t h i n the boundaries of
t he Issue r and qualifie s as a "project" wi thi n t!'le meaning of
t he Act; and
WHE REAS , the Issuer has con sidered the abov e -d e scr ibed
pror:>s a l and has c oncluded t h at the bene!!tS to the I ssuer by
t h e 1ssu a 1,ce o f t he Bonds, d e sc r 1 bed belo~. wi l l b e substa n -
tial due to the provi sion by Swedi sh o f inc re as ed medic a l
o ffice facili ti es , a n increase i n em p lo yment and t he
prom otion o f e co nomic o ppor tuni t y wi t hin t he b oundaries of
the Issuer; a n d
WHEREAS , the request f o r the issuance of t he Bond s ha s
be e n reviewed by the Issuer's City Attorney wh o is of the
opinion that the proJects to be financed with the proceeds of
the Bonds are in comp lian c e with the City of Englewood's
r equirements f o r issui ng Industr i al Oe\·elopment Bonds; and
VIH'E:RE.h.S, t h e C:i:y o f En gl ew ood , Co!o rado, F lo ating Rate
Demand Indust ri a l De vel o p ment Revenu e Bo~ds (Swedish MOB I ,
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Ltd . Project) Se r ies 1985 in the aggregate principa l am ount
o[ S8,500,000 (the "Bo nd s ") will be s o ld to provide fu nds to
finance the P co ject and to pay ce rtain incidental costs
incurred in connection with the issuance of t he Bonds; and
WHEREAS , there have been presented to the City Council
of the Issuer , (a) the proposed form of Loan Agreement dated
as of December l , 1985 (the "Loan Agreement") betwe en the
Issuer and Swedi sh , (b) the proposed form o f lnde n -ture of
Trust dated as of December l, 1985 (the "Indenture"} between
t h e Issuer and First City National Bank of Houston , as
Trustee ( the "Trustee ") ( c) the proposed form of Bo nd
Purchase Agreeme nt with the initial purchasers ther eof (the
''P~rchasers''); and (d) the offering docume nt to be used i n
c o nne ction with the sale of the Bonds (the '1Cff1c1al
St at ement").
NOW , THEREFORE, BE I T ORDAINED BY THE CI TY CO\TNCIL OF
THE CITY OF ENGLEWOOD, COL ORADO THAT,
Sect i on 1 . All a ction not inconsistent ~ith the pr ovi -
s1o ~s of this Or dinance he re tofo re taken ~y any of t he
Issuer's of f ic ials and the efforts of the Issuer directed
to~ard fi nancing the Project , the issuance and sale o f t he
Bonds theref ~r , and lo an ing t he proceeds thereof to Swedish
therefor be , and the same h ereby are, ratified, approv ed and
con!1rm ed. The d1stribut 1on and use o f the Offic ial
State me n t mem o randum 1n con 1ection with the saie of the Bond s
1s hereb y rat1f1ed a nd approved.
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section 2. The Is s uer shall financ e the Pr ~ject, and
p rov ide for the paying of i n cidental i s s u anr• expenses . by
depositing th<>-Proce ed s of the Bon d s with the Trustee , which
proceeds will be disbursed by the Tr ustee t o f inance the
Pro j ect in acco rdance with the provisions a nd conditions of
the Indenture and the Loan Agreement .
Se c ti on 3 . To defray the c ost of financ i ng the Project,
a nd paying t he incidental issuance expenses, there is hereby
authorized and created an issue of revenue bonds designated
as "Ci t y of Engl ewood , Colorado, flo ating Rate Dem a nd
Industria l Development Bonds Revenue (Swedish MOB I, Ltd .
?ro J e c t ) Series 1985" in the a gg reg a te p ri nci pal amount of
58 ,500.000 , t o be dated as provi ded in the Indenture, bearing
i nterest from their date pa yab le monthl y , a ll as prov ided i n
the Indent ure , and ma t uring on Decembe r 1 , 2010 and bearing
intere st at a var i able rate as determined in a ccordance with
the pr ov i sions of t h e Indenture , but in no case t o eA c eed
18. o~; p er annum.
The Bonds a re issu ab le as fully !"eg1s t.ered bo nds , wi-:.h -
out. coupo n s, 1n t h e denom 1n a c 1o ns as s e t fo rth 1n t he
l nde nt.ure .
The Bonds sh a ll be pa y a b le , sha ll be s u bJeCt to r e demp -
t ion pr ior to matur ity, and sh all be 1n sub st an t iall y the
form pro~1 d ed for 1n t he Inde nt u re. The Bonds sh a ll be
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initially sold to the Purchasers pursuant to the Bond Pur-
chase Agreement.
Section 4-.--The following de t erminations and findings,
ba s ed upon information supplied and representations ma d e by
Sw ed ish, are hereby made in accordance with the Act,
(a) The amounts necessary in each year to pay the
principal of and interest on the Bonds are s e t forth in
Sc hedule I a ttached hereto.
(b) Due to the ex i stenc e of a letter of credit to
s ecure the Bonds , no debt se rv ice reserve fund will be
established.
(c) Th e terms of the Lo an Agreement pursuant to
which the I s s uer wi l l lo a n t h e p r o ceeds of the Bonds to
Swedish prov i de :ha t Sw ed i sh sha ll ca us e the Proj ect to
be ma i ntained in good repa i r and s h all c ar r y all proper
insurance wi t h respe c t thereto.
(d) The re v enues payabl e under t h e Loan Ag reement
a re sufficient t o pay , i n add i ti on t o all other require -
m~nts of t h e Lo a n Ag reement and this Or d in a nce, a ll sums
re f erred t~ i n p ara gr aph (a) of th:s Section .
Section 5 . Th e for ms , terms and prov i sions of the Loan
Ag r e ement, the Bond Pu r c ha s e Ag re em ent and the Inden tu r e be
and they hereby are approved , and th e I s su e r sha ll e n ter i nt o
t he Loan Agreeme nt., the Bond Pu rchase Agre eme nt. and the
Inden ture substanti a lly in the f o r m o f ea c h o f su ch docume nt s
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presented to this meeting, but with such changes therein as
the officer o f the Issuer exe cuting such doc u me nts shall
approve, h is ~ her execution thereof being deemed conc lus ive
of his or her approval of any such changes, and the Mayor of
the City of Englewood is hereby author ized and directed to
execute and deliver such documents and the City Clerk or any
d e puty clerk is her eby authorized and directed to affix the
seal of the Issuer to, and to attest, such documents in
substantially the form of each of such documents presented at
this meeting .
Sec-cion 6 . The forms, terms and prov isi ons of the
Bonds, in substantial ly the forms contained in the Indenture ,
be and they hereby are approved; and the Mayor of the City of
Eng l ewood is hereby autho~i~ed and directed to execute the
Bonds, :he City Cl erk o r any deputy clerk is hereby author-
ized and directed to attest the Bonds and each 1s authorized
to deliver the Bonds in the forms con tained in the Indenture
but with such changes therein a s the off icer of the Issu er
executing the Bonds shall approve , the execution the r eof
be ing de emed concl usive of the officer's approval of any such
changes . The seal of the Issuer is hereby authorized and
directed to be affixed to or imp rinted on the Bonds. The
signature of the City Clerk or any d eputy and the signature
of the ~ayo~ of the City o! Eng lewood on the Bonds may be
manual o r by facsimile .
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~ecti on 7. First City Nati ona l Bank of Houston,
Houston, Texas is hereby appointed Trustee, pur suant t o the
Indentu re.
Section 8. The o fficers of the Issuer s hall take a ll
act ion which they deem necessary or reasonably requirad in
conformity with the Act tc finance the acquisition, const ruc-
tion , im provement and equippin~ of the Project , and to pay
i~1 c idental issuing expenses, ~~d to c arry out, give effect to
and consummate the transaction :, .:-on templat.ed by this Ordin -
ance , the Loan Agreement, the Bo nd Purcha se Agreement and the
Indenture, including without limitation the execution and
d e livery of any closing documents, and the Of f icial Statement
to be delivered in connection with the sale and delivery of
the Bonds, all of which are he r eby authorized.
Section 9 . THE COST OF FI NP.N C ING THE PROJECT \'/ILL BE
PAID OU T OF THE PROCEE DS OF THE BONDS. THE BOND S , TOGETH ER
WI TH INT ERE ST PAYABLE THEREON, AR E SPECIAL, LIMITED OB LIGA -
TIONS OF Ti-iE ISSUER PAYABLE SOL EL Y AS PROVIDED IN THE INDEN -
TUR E . THE BONDS AND T:iE INTEREST PAY .;SLE THEREON SHALL NEVER
CONSTIT UT E THE DEBT OR INDEBTEDNESS OF TH E ISSUER OR THE
STATE OR ~.NY POLITICAL SUBD I VI S ION THEREOF WEHIN THE MEANIN G
OF ANY PROVISION OR LIMITATION OF THE CONSTITUTI ON OR
STATUTES OF THE STA TE OF. ANY HOME RULE CHARTER , NOR SHALL
ANYTHING CONTAINED IN THIS ORDINAN:::E OR IN TH E BONDS, THE
LOAN .;G REEM ENT , T:iE BOND ?URCHAS E AGREEMENT , THE INDENTURE OR
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ANY OTHER INST RUME NT CONSTITUTE OR GI VE RISE TO A PECUNIARY
LIA BILITY OF , OR A CH ARGE AG AINST THE GE NERAL CREDIT OR
TAXIN G POWE R 0<', THE ISSUER, NOR SHALL THE BRE ACH OF ANY
AG REE MENT CO NTAINED IN THIS ORDINANCE, OR ANY OF THE
AB OVE -MENTI ONED DOCUM ENTS OR INS TRUMENTS, IMPOSE ANY
PECUNIAR Y LI ABI LI TY UPON THE ISSU~R, TH E IS SUER HAVING NO
POWE R TO PAY OUT OF ITS GEN ERA L FUND OR OTH ERWISE CONTRIBUTE
ANY PA RT OF THE COST S OF FINANCI NG THE PROJEC T, NO R SHALL THE
I SSUER CONDE MN ANY LAND OR OTHER PROP ERTY FOR 1'HE PRO J ECT NOR
CONTRIBUTE ANY LAND OR O'. HER PROPERTY TO THE PROJE CT .
Se c ti on 10. Af t e r the Bo nds a re issued, this Ordinanc e
shall be and rem a in 1rrepealable unti the Bon ds a nd i nterest
thereon shall ha·,e been fu l ly paid , cancell e d anci d i sc h arge d .
Sect1on_ll. 1: any section, paragraph , cl aus e o r pr ovi -
si on of this Ord :nance shall fo r any reas on be held to be
inval id o r une nforc e able, ~he 1nval1d1ty or unen fo r ce abili ty
o: s uch sec t.i on , paragraph , clause or prov isi o n shall not
a:fe ~t any of the rem a ining pro~1s1ons of this Ordinanc e .
~l~. All byla· . .-s , orders, resolutions and
ordinances . or parts the reo!, 1nc ons:stent h e r ewith o r with
the documents hereby approved are here:>y repealed to t he
extent only of such 1ncons1stet1c y. This repeal er shall not
be cons trued as re ~1v1 ng any by l a~. ord er , reso lu tion or
ord 1~ance , or par t thereof.
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Introduced, r ead in ful l, and passe d on first readin g the
4th d ay of November , 1985.
Published as a Bill for an Ordi nance on the 6 th day of
November, 1985.
R~~d by title an d passed on final r e adin g the /ft,h_day
of /)lt'M# /u t ., 19 0 5 .
Publ ished by t itl e as qrdinfnce No. f O, Series of 1985, on
the.::2t2flLday of '7-,.Jt:,-,y:1 n iU-'L , 198-S-:--
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J , Gar y R. Higbee , ex officio C ty Cl e rk-Tre asure r of t h e City
of Englewood , Colorado, h e r eby c er t fy the above and foregoing is
a true and complete copy of the Ord nance _passed on final reading
and published by title a s Ordinance No. _J_j_:_, Series of 198 5 .
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SCHEDULE I
I n terest
at the Maximum Annual
Date Princ ipa l Rate Payment
Dece:nber 1, 1986
through
December 1, 2009 0 1,53 0,000 1,530,000
De c ember 1, 2010 8 ,500 ,000 1,530,000 10,030,000
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