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Home My WebLink About1983 Resolution No. 054RESOLUTION NO.~ SERH:S OF 1183 A RESOL-UTION AUTHOP.•ZINO THE EXECUTION OF AN AMEN?:.l'IENT TO A LOAN AGREEMENT ENTERED INTO IN CONNECTION WITH $320,000 CITY OF ENGLEWOOD, COLORADO INDUSTI\IAL DEVELOPMENT REVENUE NOTE (THE HEMLOCK COMPANY PROJECT) ANO AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS RELATING THERETO. ' WHEREAS, by Ordinance No. 29, Series of 1981, the City of Englewood, County of Arapahoe, State of Colorado (the "Municipal~ty") authori:r.ed the iaauance of $320,000 City of Englewood, Colorado Indu1trial Development Revenue Note (The Hemlock Company Project) ( the "Note"), and WHEREAS, the proceeds of the Note were lpane1 to The Hemlock Company, an Oklahoma general partnerahip (the "Borrower") pursuant to terms and provisions of a Loan Agreement dated as of April 15, 1982 (the "Loan Agreement") by and among the Municipality, the Borrower and The First National Bank a nd Trust Company of Tul rn , Tulsa, Oklahoma (the "Lender"), for the purpose fi11;,1,· ing ,:he: c.;oct of a building, site impr ov eme n t s , fixtures ;.111 '=:!nt { the "Project") for the Bon·owc•r t:o h e used u s a , ca ~ o f fi ce facility; and a.AS , 11)·lon C, J ~cobs Supply Company, Inc., ltn Cl k]n l,l,1 11 ., !•'.1 Z"t,:..i o r1 ( U1c "G ua rantor") leased the Project fr um Bu r rowvL u 1:d also guaranteed the payment of principal and interest on the !late~ and WHEREA ,', the partners of the Borrower have deemed it advisable t ,. dissolve the Borrower; and WHEREAS, the Guarantor has agreed to assume all the liabilities and obligations of the Borrower under the Loan Agreement; and WHEREAS, in order to provide for the assumption by t he Guarantor, Burrower will ar.sign its interests in the Loan Agreement 11r1d Security Docs.1ments (as defined in the Loan Agreement) to Guarantor: and WHEREAS, it is necessary to amend the Loan Agreement to provide for the assignment by Borrower and assumption by Guarantori and WHEREAS, there have been presented to the Municipality: (1) the proposed form of Amendment to Loan Agreement dated as of January l, 1983 among the Municipality, Lender and Borrower; and (2) the proposed f o rm of Assignment and Assumption Agreement dated as of January l, 1983 between Borrower and Guarantor. 2 NOW, THEREFORE, Bl:; IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORA001 Section l. Th• form, terms and provisions of the Amendment to Loan Agreement and Assignment and A11umption Agreement arc· hereby approved and the Municipality shall enter into the Amendment to Loan Agreement and Al~ignment and Assumption Agreement in substantially the form presented to the Municipality, with ■uch change■ therein a ■ are not inconsistent herewith and th ■ Mayor is hereby authorized and directed to execute and deliver the Amendment to Loan Agreement and Assignment and Assumption Agreement, and the Director of Finance is hereby authorized and directed to affix the Municipality's seal to and to attest and countersign the Amendment to Loan Agreement and Assignment and Assumption Agreement. Section 2. The Mayor of the City and the Director of Finance ex-officio City Clerk and other proper City officials, and ea=h of them, are hereby authorized to execute and deliver for and on behalf of the City any and all additional cert i ficates, documents and other papers and to perform all other a cts they may deem necessary or appropriate in o rder to implement ~nd c a rry ou t th e mat ters herein authorized. 5 '=::--t:10:-. 3 , All bylaws, orders, resolutions and u r ,lina nces, e r 1..11 e reof, inconsistent her e witl, anrl \V i th th e do, . .-uu,e nts pJ ,r Gve cl , a re her eby repeal ed t o t.he •~>:L 1.?11 l onl y o f s uch .. c y . 'J~1is 1.·e p e a l e r shal l not b e c o n s t r u e d as rev ivl n.r v r d e=r , reso l u tion, .or o rdin a nce, or p.:1rl tl1t•r eo f , .. ~ t / I ep t .i i \:cJ . Section 4. If any section, paragraph, clause or provision of t hi s Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such sect ion , paragraph, clause or provision shall not affect any of the r e ma ining provisiohs of this Ordinance . Section 5. Nothing contained in this Resolution shall constitute a debt or indebtedness of the Municipality within the meaning of the Municipality Charter or the Constitution or statutes of the State of Colorado, nor give rise to a pecuniary liability of the Municipality or a charge against its general cre di t or taxing powers. INTRODUCED, READ AND ADOPTED thi ■ 211t day of November, 1983, (S E A L) ATTEST: I, Gary R, Higbee, Director of Finance, ex o f ficio City Clerk-'rreasurer o[ the City of Englewood, Co).orado, hereby certify that the above and fcre9:}11£ is a true, accurate, and com rlete copy of Resolution No, , Series of 1983, 4 SUPPLY COMPANY OAS l'll'ISINI VASVIS AND ~ITTINOS ,. 0, ■oa 1'11 • 1101 NOltTM HIWI.OCK CT. • CIII) •■Htll November 14, 1983 Ctty Counctl Ctty of Englewood 3400 South Elati Street Englewoo~. Colorado 80110 Re: City of Englewood, Colorado $320,000 Industrial Development (The Hemlock Company Project) Ladtes and Gentlemen: The Hemlr.~k Company an Oklahoma general partnership, is the borrower of tile proceeds of the above-referenced Note, with the payment of prtncipal and interest hereon guaranteed by f,\ylon C. Jacobs Supply Company, Inc. The partners of The Hemlock Company have decided to dissolve the general partnership and have f,\ylon c. Jacobs Supply Company, Inc. assume the obligations of the general partnership under the Note. The assig1111ent and dissolution have no financial basis whatsoever. The reason for the assigrnent and dissolution 1s that the manager of the general partnership left the general partnership and thereafter the !'emaining general partners decided to dissolve the general partnership rather than retain the services of another manager. EJ:1119 cc: Mr. Edward J. Walsh, ~ Mr . Rick DeWitt, Esq. Ms . Barbara Bucholtz, Esq. Very truly yours, MYLON C. JACOBS SUPPLY COMPANY, INC , By: II Hanifan . lrrholf Inc . l11Y1.11ln\t,.•nl 80111,1115 11.:'!i l/11 1 :,11 uul, Su1lo 1/00 Dftn 11or . C01O,a ao 80202 (30l) 296 ·2300 Hr. Rick DeWitt City Attorney City of Englewood 3400 South Elati Engl ewood , Colorado October 5 . 1983 80110 Re: Hylon c. Jacobs Supply Company Industrial Revenue Bond Issue De ar Ri ck : l ha ve requested that the First National Bank and Trust Comp a ny of Tulsa provide information relat i ng to t he assign- ment of the 'guarantor' for the above referenced issue authori zed by the City in 1981. Attached is the response I received from J . Michael Terrell , Vice President of the bank, on Oc tober 4. 1983. It is my opinion that if the purchaser of the bonds consents to the assignment change , the City is eatiafled with such consent , and the financial position of the 'guarantor' is s a tisfactory to provide security for the issue the City may authorize the assignment. I do not believe that the City is in any way jeopardizing it• name in the marketplace by such an assignment. As you know, this should remain a concern of the City as the bonds do bear the City'• name. In this caae , I a111 confident that the City will not realize any adverse affect from this transaction change as proposed, I would be pleased to further discuss this issue at your request in the near future. U•mt1••• Very truly yours , HANIA~OFF INC. st:Ve~Bell Senior Vice President liu,.1 0,1 Sro.,..l,c11.,,'9" In,: 4me•i<•"Sh,,.• 1,~ri..09w 11\C 14u ,..c,1111 l,l,a,,,•11 S1oc •1.••N"{lellll: 01111,·t1••G:1H .... l>Jll Sc,,~\• -,,1J..-1t•1•l u,1\.-,r,.,t ,IQl<,1 ...00,UO\Oklhldu W1<MJ l\;tn .. u;,umu Hac uA""""' I mFnt'l'ulea The F,1s1 NahoNII Bink & T,ust Con1panr ol Tul-..t ~ Olfice Box One Tutsi , Oklahoma 74193 October 3, 1983 Mr, Steve Bell, Esquire 1125 Seventeenth Street Suite 1700 Denver, Colorado 80200 Reference: Loan Agreement dated H of the 15th day of April, 1981, (the "Loan Agreement") by and among the City of Englewood, Colorado, a municipal corporation duly formed and exiating under the laws of the State of Colorado (the "Municipality") the First National Bank and Truat Company of Tulsa, Tulsa, Oklaho11&, a bank duly organized Dear Mr . Bell: and existing under the laws of the United States of America (the "Lender"), the Hemlock Company, an Oklahoma general partnership (the "Borrower") and Mylon C. Jacobs Supply Co ,, a corporation duly organized and existing under the laws of the State of Oklahoma (the "Guarantor"). The officer ■ of the Guarantor have requested that we furnish you with certain information concerning the release of the Borrower aa an obligor and the assignment to and aBBumption of all obligation• under the above referenced Agreement to the Guarantor, As the holder of the mortgage, we have examined the Balance Sheet ■ of the Guarantor dated as of the 31st day of December, 1982, and 3l ■t day of August, 1983, (see attached copy) and such other documents and instruments as \Je have deemed necessary in order to determine whether said release/assignment is advisable. Mr. :;teve Bell, Baquir• October 3, 1983 ,.,. 2 11eaed upon th• foregoing, we are of the opinion that Mylon C, Jacob• F·•oply Co, i• ill a aound finADcial poaition and, therefore, we have conaented to the aaid relea ■e and a ■-ian•nt. Very truly your ■, THE PtiST lL\TlONAL BA!iY. AllD TRUST COMPANY OP TULSA ., _j 6',i,,.;lSit..A/ J. Michael Terrell Vice president JKI/njY Enclosure