HomeMy WebLinkAbout1982 Resolution No. 030RE SOLUTIO N NO. 0 Q SERIES OF 1982 __ _
A RE SOLUTION AGREEING TO ISSUE I NDU STRIAL DEVELOPMENT REVENUE BON DS
TO FINANCE A PROJECT FO R NANCY M. MAGILL.
WHEREAS, the City of Englewood ( the "City"), State of
Colorado, is authorized by the County and Municipality Development
Revenue Bond Act, Title ,29, Article 3, Part 1, C.R.S. 1973, as
amended (the "Act"), for the benefit of the inhabitants of the
State and for the promotion of their health, safety, welfare,
convenience, and prosperity, to finance one or more projects,
:nclud i ng any land , building or other improvements a nd all
ne cessary and appurtenant real or personal properties suitable
for manufacturing, industrial, commercial, agricultural, or
bu siness enterprises, upon 'auch conditions as the City Council of
th e City may deem adv isable ; and
WHEREAS, the City is further authorized by the Act to
issue its revenue bonds or other obligations for the purpose of
defraying the cost of financing any such project; and
WHEREAS, Nancy H. Magill (the "User") has met with
officials of the City and has advis~d the City of the User's
inte rest in a cq uiring, cons t ru c ting , im proving and equipping a
medical clini c within the City, i ncluding all neces sa ry and
appurtenant real and personal properties (the "Project") for lease
to Arapahoe Orthopaedic Profess i onal Corporation subject to the
wi l lingness of t he City t o fi nance the Project by the issu ance of
ind ustrial development revenue bonds or other obligations purs uan t
to the Act : and
WHEREAS, the User has re presented to the City that
the Project has bee n des ig ned to q ua lify as a "project" within the
meani ng of the Act ; an d
WHEREAS, the City has c onsidered the Us e r's proposal
and has concluded that the economic benefit to the City will be
substan tial d ue to an incr ease in employment and the promotion of
in dustry and development of trad e a nd other eco nomic acti vi ty
within the City, and
WHERE AS , the City has hereby det ermined that issuing
its industri al revenue bonds for the Project will benefit the
heal t h , welfare , safet y, con venien ce, and prosperity of the
inhabitants of th e City ; and
WHEREAS, the City wishes to proceed with th e fin ancing
of the Project, subject to the con d itions he r ei n contai ned;
and
WHEREAS, the proposed iss ua nc e of t he indu s tri a l dev~J ..
opm e nt reve n ue bonds and the ex ecut ion of r e lated f i nanc iny
documents are not prohibited by any ordinace or rule s of th e
City;
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ENGLEWOOD, COLORADO:
Section 1. In order to i~duce the User to complete the
Project within the City, the City shall take all steps ne.es-
sary or advisable to effect the issuance of industrial developme nt
revenue bonds or other obligations (the "Bonds") in a maximum
aggregate principal amount of $428,000. This Resolution is anc
constitutes the taking 9f affirmative official action by the
City toward the issuance of the Bonds. The Bonds and the finan-
cing documents relating to said Bonds shall be subject to the
terms and conditions of the Memorandum of Agreement between the
City and the User attached hereto as Exhibit "A" and incorpora-
ted herein by specific reference. No costs are to be borne by the
Ci ty in connection with the issuance of the Bonds.
Sect i on 2. The t~rms and conditions of the Bond s and of
the financing docum ent s relating to said Bonds or other obliga-
ti ons wi 11 be mutually agreed upon by the City and the User, and
prior to their e :,ecution, such documents will be subject to
authorization by Ordinance of the City Council pursuant to
l aw and any ordinance or rules of the City.
Section 3. The User has agreed to provide for reimbur-
sem ent of all expenses incurred or to be incurred by the Ci ty
related to the User's Pro j ect purs uan t to the Memorandum of
Agreement attached hereto as Exhibit "A".
Section 4, Neither the Bonds, including interest and
any premiums t hereon, nor anyt i ng contained in this Resolutio n
sha ll const i tute a debt or i ndebtedness of the City within the
meaning of the Constitution or statutes of the St a tP. of Colorado,
nor give rise t o a pecuniary li abi lity of the Ci ty or a charge
agai nst its general cred i t o r taxing powers. Th e Bonds shal l be
pa yable solely from and secu re d by a pledge o f t he revenues
derived fro m and payable pursuant to the fi na n cing d o c uments
r efe rr e d to in Se ct i on 2 here o f.
Section 5. Al l commitments by the Ci ty made h erein
are su bj ect to the cond ition that on or befor~ o ne year from the
date he r ee f, the City and the User shall have ag r e e d to mutually
acceptab le terms for the Bonds or other ol,ligations provided for
her eunder, in an a mount not to exceed $428,00 0, and for the
sale and delivery thereof .
Section 6. The form of Memorandum of Ag reem en t pre-
sented to the City Council is approved a nd the Mayor of t he
City and the City Cl erk are authorized to execute th e Memo randu m
of Agree ment, with such changes as the City Attorney may app rove ,
on beh1,:, of the City. The Mayo r of t he City , Ci ty Cle rk, City
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Attorney, and other officers and agents of the City are he r eby
a u thorized to in i tiate and assiat in t h e prepar a tion of SLlC h
document s as may be appropr iate to the Bond s ,
ADOPTED AND Ai>PROVED on the 2~ day o f
June
198 2 .
( S E A t, Eug e ne t,, tis, Ma yor
ATTESTED :
~ 4,u; !l Jl, ~
e>< officiJ' city c:J:r;;;;asurer
I , Ga r y R. Hig be e, e>< o f f i cio City Clerk-Treasure r of the
City of En~l~wo od , Colorado, hereby certify that the above a nd
fo regoing is a true , accura te and complete c o py of Re s olution
No.Jf2..., Series of 1982.
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(EXHIBIT "A")
MEMORANDUM OF AGREEME NT
Thi s Memorandum of Agreement is between the City o [
Englewood, Colorado (the "City ") and Nancy M. Magill (the "User").
1. Preliminar¥ Statement . Among the matters of mutual
inducement which have resulted in the execution of this Agreeme nt
are the following:
(a) The City is a city in the State of Colo-
rado, a body politic and corporate, authorized a nd
empowered by Title 29, Artic l e 3, of the Colorado
Revised Statutes 1973, as amended (the "Act"), to issue
development revenue bonds to finance one or more pro-
jects, including any land, building or other improvement
and all real or personal properties suitable or used for
or in connection wi th any manufacturing, industri a l,
commercial, agricultural or business enterprise, upo n
such terms and conditions as the City Council of
the City of Englewood, (the "Council") deems advisable.
(b) In order to increase employment and in order
to promote industry and develop tr ade and other economic
activity within the City of Englewood, State of Colo-
rado : ( 1) the User proposes to acquire, con s tru c t,
improve, and equip a medical clinic withi n the City,
including all necessary and appurtenant real and pe r-
sonal properties ( the "Project") for lease to Arapaho e
Orthopaedic Professional Corporation, ( 2) pursuant to a
Loan Agreement betwe e n City and User (the "Loan Agree-
ment") City will loan the proc-:eeds of its industria l
development revenue bond s or other obligation not to
exceed $428,000 ( the "Bonds") to the User f o r such
acquisition, construc tio n, improv ement and equipment;
and ( 3) the User will ma k e l oan repayments un der s aid
L ,an Agreeme nt sufficient to pay the pr inci p a l of,
premiums, if my, and interest on the Bonds or o t he r
obligations.
(c) Th e Ci ty has indicated its willingness to
proceed with the issuance of its Bonds or o ther obli ga-
tion a s provided by t he Act ~o fi na nce the Projec t and
has advised the J ser that, J ubject to due compli a nc e
with all rt•,ui.rements of law, the obt a ini ng of a l l
necessary con~e nts and approvals, and the ha ppeni ng o f
all acts, co ;,.li tions and things required prece dent t o
such financ i nc;, the City, pur sua nt to t h e Act , wi ll
issue the Bonds, at such time as it deems approp r ia t e,,
in a princi pal amo unt suffi c ient t o pay the co sLs ,,1
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such acquisition , construction, improvement and equ i p-
ment of the Project, the funding of any necessary re-
serves and the expenses of issuance a hd sale of the
Bonds, not to exceed an aggregate p r incipal amount of
$428,000,
(d) The City considers that financing of t h e
rroject and entering into the Loan Agreement with the
U ■er with nspect to the Project wi ll promote economic
activity and develop trade within the City, which
constitutes a public purpose a s desc r ibed in S29-3-102
(1), C ,R,S, 1973,
2, Undertakings by the Ci ty, Th~ City ag r ee e as follow s:
(a) The City will issue the Bonds or other
.:>bligations pursuant to the terms of the Act in a
principal amount not to e xceed $428,000 t o c om p l e t e
the Project, the funding of any necessary reserves and
the expenses incident to the authorization, sale and
issuance of the Bonds.
(b) The City will adopt such proceed1ngs and
authorize: ( i) the execution and delivery of such
documents as may be reasonably necessary or advisable
for the authorization, issuance and sale of the Bonds ,
(ii) the financing, acquisition, construction, imp r ove-
ment and equipment of the Project and (iii) the execu -
tion of the Loan Agreement with the user and such o the r
documents relating to the Bonds as shall be author i ze d
by the Act or other law and as shall be mutually satis-
f actory to the City and the User.
( c ) The aggregate sums to be paid by the User
under the Loan Agreement shall be sufficient t o pay
the pri n c i pal of, redemption premiums, i f any, a nd
intere st on th e Bon d s a s a nd whe n t he same s hall become
due,
( d ) The Ci ty wi 1 1 tak e such other acts and adopt
s uch fu r ther p roceed i ngs a s may b e r e a so na bly requ ir e d
to implement the aforesaid undertaking s and a s i t ma y
deem appropria te in p ursuance there o f.
(e ) The .Bonds s h all p r o vid e t ha t th e y s h all b e
payab l e solel y from and secured by a pl e dge 0 f t he
revenu e s de riv ed fro m and payabl e p u rsuant t o the
prov i sions of th e Loan Agre e me n t , t hat t hey sh o ll nev er
const i tute t he general obligat io ns o f the Ci t y within
the mean i ng of an y provi s ion or l imi t atio n o f the
Constitutio n or statutes of t he S ta t e, a nd t ha t t hey
shall not constitute nor g i v e ri se t o a pPcll n ia ,·y
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liability or a charge aga i nst the general cr edit or
taxing powers of the City, the State of Colorad o or
any political subdivision thereof.
( fl In authorizing the i ssuance of the Bon ds
pursuant to this Agr eeme nt, th e City wi ll mak e no
warranty, ei t her expressed or implied, that t he proceeds
of the Bonds will be sufficient to pay all costs of the
Project.
3 . Under tak ing s on the Part of the User . The Us er
agrees as follows :
(al The User will enter into a contract or con-
tracts for the acquisit i on, construction, i mprovemen t
and equipment of the Project.
(bl Prior to the d e livery of the Bonds , th e User
will enter into the Loan Agreement with the City
under the terms of which the User will o bligate itself
to complete the acquisition, construct io n, imp rov ement
and equipment of the Project and, t o th e extent n ot
payable out of proceeds of the Bonds, to pay to the Ci ty
sums sufficient in the aggregate to pay or reimburse the
C ity for all reasonable expenses incurred by i t in
connection with the authorization , issuance and sal e o f
the Bonds, inc l uding without 1 imitation the r ea s o n a ble
expenses that the City deem s necessary for atto rneys ',
accountants', and aud i t ors' fees and ex p e n s es, a nd to
make loan repaym ent s sufficient t o pay the principal o f ,
premiums, if any, and i nterest ~n t he Bonds a s and whe n
the same shall become due and payable, all utility
charges, taxes, assessments, casualty and liability
ins urance premiums, and any other exp enses o r charges
r elating t o the owners h ip, use, op e ration, maintenance,
o cc11 pancy and upkeep of the Project, a nd shall cont a i n
such other provisions as ma y be r eq u i red by law a nd as
sh a l l be mu tuall, a cceptabl e t o the City and th e Use r.
(cl Th P User will tak e s u ch further acti o n a nd
adopt such !,,r t he r pr oceed i ng s a s may b e r eq u ired t o
impl eme n t i t ~ a f oresaid undertaking s or as it may deem
appropriate ~ p urs uance ther e o f .
4 . Genera l Provisi on s .
(a l Prior to the issua nce of the Bon d s , t h er e
s hall be a reas on ab l e s howing to th e Ci ty Coun cil
t hat the User is capable an d will r e ma i n cap a bl e of
carrying out its f inanci al ob l igat ion s u nd e r t h e Loall
Agreement.
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(bl All commitmen ts with re spect to th e Bonds
in a principal amount of $428,000 of ~he City unde r
Section 2 h ere of and of the User under Section 3
hereof are s ubject to the condition that, on or before
one year from the date o f th i s Agre eme nt, the City and
the User shall hav e agreed to mutually acce ptabl e terms
for the Bonds and for the issuance, sale and de livery
thereof, and mutually acceptab l e terms and cond i tions
for the Loan Agreement, and such other documents re-
ferred to in Section Z and the proceeding s referred to
in Sections 2 and 3 hereof, and the City and the User
shall have complied with all of the provisions of the
Act applicable to the issuance, sale and deliv e ry of the
Bonds and the financing of the Project.
( c) lf the events set forth in Section 4 (a) and
(b) above do not take place within the time s et forth or
a ny extension Lhereof, and if th e Bonds ar e not issued
and sold within that time, the User agrees that it wi ll
re imb urse the C i ty for all reasonable and necess a ry
direct out-of-pocket expenses which the City may incur
arising from the execution of this Agreement, includi ng
without limi tation the reasonable expenses that the
City deems necessary for attorneys', accountants ', a nd
auditors' fees and expenses, and the performance of the
City's obligations hereunder, whereupon this Ag r eement
shall te:-minate.
(d ) The User will protect, indemnify and sav e the
City, its officers, ag e nts, and employees ha rmless from
and against all liabilities, losses, danages, costs,
expenses (in cludin g attorneys' fees ant expenses),
causes of action, su i t s , claims, deman d s and judgments
of any n atur e ari sing from:
(1) any inj ury to o r death of a, y person o r
damage to property in or upon th e I-reject, or
growi ng out of or connect •1 with t he us e , non-use ,
cond i tion , or occupa ncy _ the Pr ojec t or a part
th ereof;
(2 ) viola t ion of a ny agreement or cond ition of
the Loan Agreement, except by the neglig ent act o r
failu re to act by th e City;
(3) vio ).a tion of any con tract, agreement or
res tri c tion by the User relating to the Project;
(4 ) viola t ion of a ny law, ordinance or regul a-
tio~ a ffecting the Proj e c t or a part there of or tht
owners hip , o c c up a ncy o r us e tht reof;
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(5) the design, construction, or acquisition
of the Project or the failur e to design, acqui re,
or construct the Project1
(6) violation of any disclosure or regist ra ·
tion requirements relating to t he Bo nd s impo sed by
any federal or state securit ies law; and
(7) a_ny statement or informa tion relating tu
the expenditure of the proceed s of the Bo nds
contained in the no-arbitrage c e r t ificate or
similar document furnished by the Uaer to the City
which, at the time made, is misleading, untru e o r
incorrect in any material respe ct.
I'N WITNESS ,._~HEREOF, ~ parties hav e en t ered into t hi a
Ag reement on this~ day of ~/MJ....J , 1982.
CITY OF ENGLEWOOD, COLORADO
( S E A L
ATTESTED:
Nancy M. Ma gi 11
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