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HomeMy WebLinkAbout1986-12-09 (Special) Meeting Agenda• - I I Cl \I 11 I • SPECIAL MEETING: • - ENGLEWOOD CITY COUNCIL Council Chambers D c mb r 9, 1986 Th City Council of t he City of Engl wood, Arapaho County, Colorado, mt in sp cial s ssion on D c mb r 9 , 1986. Mayor Otis, presiding, called the me 1ng to ord rat S:30 p .m .. Th 1nvoc1 10n was given by Council Hemb r Higda . Th pl dge of all glance was 1 db Ha or O 1s . Roll was call d; th following w r pres n · Council H m rs Higda , Van Dk , Vob Jda, Bradsha w, O 1s Abs nt: Council H r ouce , 8110 Th Ha or d clar d a quoru pr Also pr s nt· ••••• Cit Hanag r H Co wn Assistan Cit Atlorn R id A istant City Hanag r Vargas Assistant C1ty Hanag r Po w rs Acting C1ty Clerk Gr gory ••••• Mayor Oti announc d the purpos of th on final reading authorizing th lssuan principal 1ndustr1al d lo nt rrv nu tin was to cons1d ran ordinan c and sal of SS,600,000 ag r a bonds for th 8uyrr ' Club ProJ c Ha or O 1 a d to 1 t th r cord ting. w Council B AUT I l 0 DIN l fRICS Of nt r d t e N f R D • I . • • • Englewood City Council Dec ember 9, 1986 · Page 2 • • • COUNCIL MEMBER VAN DKYE MOVED, SECONDED BY COUNCIL MEMBER BRADSHAW , TO APPROV E ON FINAL READING COUNCIL BILL NO . 64 .1, SERIES OF 1986 . The vote resulted as follows: Ayes: Council Member s Hi gday, Van Dyke, Vobejda , Ko zacek , Bradshaw, Otis Nays : None Absent: Council Member Bilo The Mayor declared the motion carried . Council Bill No . 64 .1 is hereby nulllllered nUllbered Ordinance Ho . 73, Ser i so 1986 . • • • • • COUNCIL ME BER HIGDAY MOVED TO AOJOU . The ae t i ng was adjourned at 5:33 p .. • • 0 • • • • OTl(E or C LL BY TH[ M ,o FOR A SPfCJAL MEET! G 01 Hl T Ci Counc 1 l c •ll d o as c1•1 rpo s of l• 1n ac •1 1 to ord r, nvoca I. 2 . TUESDA , D CE E 9, 19 5:30 P.11 . I P • l l C.OU C IL 1S o1 ws • • - • • ORDINANCE NO. '/3 SERIES OF 1986~- • • • BY AUTHORITY COUNCIL BILL NO. 64 .1 INT ODUCED BY COUNCILMEMBER Van D ke ~~~~~~ AN ORDINANCE AUTHORIZING THE ISSUANCE ANO SALE OF $5,600,000 ACCRECATE PRINCIPAL AMOUNT OF CITY OF ENGLEWOOD, COLORADO, INDUSTRIAL DEVELOPMENT REVENUE BONDS (BUYER'S CLUB PROJECT) SERIES 1986, TO FINANCE THE ACQUISITION, CONSTRUCTION ANO EQ IPPI C or PROPERTY SUITABLE FO USE FO co ERCIAL 0 BUSINESS ENTERP ISES; AUTHO IZ NC THE EXECUTION ANO DELIVE Y BY THE CITY O THE BONDS, LOAN AGREEMENT, INDENTURE OF TRUST, CONVERSION AGREEMENT AND CLOSING DOCUMENTS IN CONNECTION THEREWITH; RATIFYING CERTAIN ACTIONS HERETOFORE TAKEN; AND REPEALING ACTION HERETOFORE TAKEN IN CO FLICT HEREWITH, AND DECLARING AN EME CE CY. WHEREAS, th• City of Engl wood, Colorado (the "C1 y") 1• a legally and regularly created, eatabl1ahed municipal corpor ation duly organized and exi•t1ng aa a home-rul c1 y pursuant to Article XX of the Conat1tut1on of he State of Colorado; and WHEREAS, th provi•1ona of h Coun y and n1c1pal1 y D v lopcaent Rev nue ond Act, conat1tut1n9 ar 1cl 3 of 1 le 29, Colorado Revised Statutes (th "Ac •1. a thor z un1c1pal1t1•• to finance, refinance, acqu re, o , .eaa , 1 rove and di•po•• o! on or or projects, 1nc ud1ng any land , bu1ld1n9 or oth r 1 rov ent and all r al or personal propert1•• au1table or uaed !or or 1n connect on with co rc1al or buain •• enterpr1aea ( nc ud1n9, 1thout l1m1tat1on, nterpr1aea eng 9 d ln ae ng any products of -3- • • • • • - agriculture, indu•try, commerce, manufacturing or bu•ines•), upon such condition• aa the municipality may deem adviaable; and WHEREAS, auch mun cipalitiea are further authorized by the Act to ••ue revenue bond• for the purpoae o! defraying the coat of financing any •uch proJect; and WHEREAS, Pennant Propert ea, Inc ., a Delaware corporation, (the "Co pany•), ha• pre en ed o the C1ty a propoaal whereby the City w1ll, purauant to th Act, 1•aue the revenue bond• here nafter deacr1bed and loan the proce d• therefro• to the Co pany to finance the acqu1•1t on, con•truction, i proving and equipping of a co111111 rcial/bua1neaa facility cona1at ng of a parcel of land, a build ng to be conatructed thereon and equipment to be natalled n auch buildinq, aa well aa all real eatate, fixture• and qulp nt n ceaaary or conv n1ent for th operation of a wholeaale/retail caah and carry warehouae faeillty, hav1n9 area of approx! ately 100,000 aquare feet, locat don a parcel of land at the aouthweat corner of th inter• ctlon of • Ha n Av nue and South Jaaon t, 11 ith1n Ci y (collec 1v ly , "ProJec •,. hich th Ac al1!1ea •• a "proj ect" tha auch faci 1t1ea are• or bua1n •• n erpr1 a; and th n he e !or co • nq of r c 1a • • ...... • • • - WHEREAS, the Co pany haa given ita assurance to he City that the Company will pay, or reimburae the City for payment of, any and all legal fees and exp nsea and adm1niatrat1ve coat• and expenaea heretofore incurred or hereafter to be incurred by the City rela d o h Project and its !inane nq, and that auch aqre ent to pay or reimburae the City ia not con inq nt upon co plet1on of the Project or he financing ; and WHERE.AS, the Co pany haa represent d to the City that the Project qualifiea aa a "proJect" within the eaning of the Act; and WHEREAS, the City conaidera hat the Project w ll promote th• welfare and proaperity of it• c tizena 1n that it will aaa1at the City in pro otinq econo ic development and additional aploY111ent within the City; and WHERE.AS, th •c ty of Engl wood , Colorado, Indus r1a D velopaa n evenue onda (Buyer's Cl roject) Series aggregate principal unt of $5,600,000 ( he "Bonds"). ill be 1aau d, ao d and d 1ver d by the C1ty o . r . H ton & Co any , Inc . (th •or1 1nal Purchaaer"), to prov o !1n nee o pay c r a1n f ea nd coats incurred by nal Pure •••r connection wit th 1sa ane• o th Bonda, and 5, City Co ell of h Cly a opted a reaolu ion on ay 1 , l ndica 1n9 l • lnt ntion o 1•• - • • • • - the Bonda, which resolution expired by its terms on August 13, 1986, and the City Council o! the City wishes to rea!firm its intention to issue the Bonds by amending said resolution to provide !or its expiration on December 12, 1986; and WHEREAS, at the ti• of second reading of this Ordinance, the City Counc l of the City shall have been pres n d with: (a) a propoa d fo of Loan Agreement to be dated as of December l, 1986 (the "Loan Agreement"), betw en the City and the Company, (b) a proposed form of Indenture of Trust to be dat d as of Dec mber l, 1986 (the "Indenture"), between th City and First Interstate Bank of Denver, N.A ., as trustee (the "Trustee") (c) a proposed fora of Conversion Agreem nt to be dated as of Dec• r l, 1986 the "Convera1on Agre ent") ong the City, the Co pany , h Trustee and the Or1g1nal Purchaser, and (d) a propoa d fo of Preli inary Offici al State ent to be dated O.c r 1986 (the "Prell 1nary Off1ci a Stat nt"): and WHE • City has cona1d rd the proposal of th Co pany and has concl d tha th econo 1c and other nef • o City atant1al and a 1t v ah• to proc ed with lo f1nanc1n of th ProJ c • THE FO BY THE CITY co IL or CITY O COLO , THAT : • • ....... • • • • • - Section 1. All actions (not lnconaiatent with the provisions o! th1a Ordinance) hereto!ore taken by the City Council and the o!!iciala o! the City directed toward !inancinq the Project, the issuance and sale o! the Bonda there!or, and loaning the proceed• thereo! to he Company be, and the same hereby are, rati!1ed, approved and con!inned. Section 2 . The City shall !inane• the ProJect, including h paymen of certa n !••• and expen••• o! the Original Purchaaer and, 1! neceaaary, a portion o! the interest to accrue on the Bonda, by depositing the proceed• of the Bonda with the Truatee in the manner provided in the Loan Agree ent and the Indenture. The proceed• o! the Bonda ahall be diaburaed by the Truatee for auch purpoaea in accordance with the prov1a1ona and condition• of the Loan Aqre ent, the Conversion Agreement and the Indenture. Sect1on 3. To defray the coat of financinq the ProJect, he payment of incid ntal aauance expenses !or th Bonda and, 1! n ceaaary, a portion of the 1ntereat to a ccrue on the Bonda, there 1a her by author1& d and created an 1aa e of r venue bonda dea1911ated aa th •c ty of ngl wood, Co orado, tn uatrial Develo nt Rev nue Bonda ( uyer'a Cl b ProJect) Ser ea 19 ,• in th aqqreqate principal ount ot $5,600,000, to be initially dated Dec r l, 1986 . The Bonda shall bear inter•• fro th ir date pay le • iannu ally co nc1n9 on Jun 1, l 7 and on each _,_ • • • • • - December land June l thereafter until maturity or prior redemption. The maxi um net effective intereat rate on the Bonda shall be l2X per annum. The Bonda ahall mature on December l of the year• and in the principal amount•, and shall bear intereat at the rates as set forth in Exhibit A attached hereto. The Bonda ahall be aubJect to redemption aa aet forth in the Indenture, and shall be issuable aolely aa fu ly r g1stered bonda, n deno 1nationa of $S,000 or any integral multiple thereof, all in accordance with the provisions of the Indenture. The Bonda ahall be in substantially the fora and w1th substantially the content, and ahall be executed aubatantially in the manner provid d for in the lnden ur The Bonda ahall be sold to the Origina l Purchaaer for a purchaa price of $S ,600,000. plus accrued in ereat fro the date of the Bonda to the date of pa nt and el1very . Section The following d ten11na ions and f1nd1nga are hereby ade in accordance with the Act 1 (a) The City is authorized by th Act to enter into the Loan Agr nt for he b 1c purposes expreased in th Act , and to ass1 i ts ntereat therein to the Trustee purauan to the Ind n ure : (b) In authorizing th f1nanc1nq of th and th isauance of th Bonda, rpo e o! -•- Pro3 ct h C y • • • • - 1a, and 1n its Judgment the effect thereof will be, to create new employment opportun1t1ee, to promote industry and develop trade or other economic act1v1ty by 1nduc1ng the Company to locate, expand or remain 1n the State o! Colorado, to mitigate the aer oua threat o! extensive unemployment in parts o! the State o! Colorado, to secure and maintain a balanced and stable economy and to further the use o! the agricultural products and natural resources of the State of Colorado; (c) The Bonda shall be special, l1m1ted obl1gat1ona o! the City. The pr1nc1pal of, premium , 1f any , and interest shall be payable solely out of the revenues derived !ro the Loan Agree ent . The Bonda and interest thereon shall not constitute a general obligation or an ndebtedn••• of the City within the ean1ng of any prov a1on or 11 itat1on of the Conat1tut1on or atatutea of the State o! Colorado, or h Ho ul Char er of he City, and shall never constitute nor 91ve r1ae to a pecuniary liab1l1ty o! the city or a charge a9a1nat it• general credit or taxing pow ra . 1ther the faith and er lt nor th taxing power of th• City, th• State of Colora o or any other pol1 1cal aubd1v1a1on t er of 1a pledg d to th pa of th pr1nc1pal of , , 1! any , or 1ntereat on t • Bo • or ot r co s• 1nc1 ental there o ; _,_ • • • • • • • • (d) The amount necessary in each year to pay the principal of and the interest on the Bonda 1s set forth in Exhibit A hereto and incorporated herein by reference, and the Loan Agreement requires such payments to be made by the Company; there is to be no reserve fund established for th• retirement of the Bonda or the maintenance of th• Project; and since h• Loan Agreement provides that the Co pany shall a1nta1n the Project and carry certain insurance with respect thereto, no determination of the estimated coat of maintaining or insuring the ProJect n ed be made; and (e) The revenues of the Co pany are projected to be sufficient to , and the Loan Agre ent provides that th• Co pany shall, pay all taxes which ay be due and owing with respect to the Project . Section S . Th fonas, teras and provisions of the Loan Agre ent, h• Indenture, the Convers1on Agr ment and th Official Stat nt , u n op ion of this Ordinance upon second r ading , , and they hereby are , approved, and the City shall enter 1n o h Lo an Agre h Conversion and I ubs ant 1 ally in he fo sand with substan ially the con n of each of pres nted upon s cond re 1ng but i h there n aa are 1th nd Ci y executing such oc ahall -10- uch oc nta inor changes off cera oft e • •h execution • • • • • • • • thereof being deemed conclusive of their approval of any such changes; and the Mayor or Mayor Pro Tem of the City is hereby authorized and directed to execute and deliver such documents and the City Clerk or Acting City Clerk is hereby authorized and directed to affix the seal of the City to, and to attest, such documents in substantially the form and with substantially the content of each of such doc enta presented upon second read ng. Section 6. The f'rm, tet'llla and provisions of the Bonda, in substantially the form and with substantially the content contained in th• Indenture presented upon second reading, be and they hereby are approved: and the Mayor or Mayor Pro Te 1a hereby authorized and directed to cause his or her facaiail• signature to be affixed to the Bonda; the City Clerk or Acting City Clerk is hereby authorized and directed to attest the Bonda with hi• or her facaiail• signature, and each 1• authorized to deliver th• onda 1n the fo contain d 1n h Ind n ur bu with such 1nor chan •• therein as are cona1aten with the Indenture and this Ordinance and as the o fficers of h C ty executing the onda shall approve , the execution thereof beinq of any such chan a . conclusive of eir approval ••al of the City or the fa c a1a1le thereof is h reby author1zed an directed to i printed on t Bonda . -11- • affixed to or • • • • • • • Section 7. The City Council hereby authorizes and approves the appointment of First Interstate Bank of Denver, N.A., a national banking association vith it• principal corporate trust office located in Denver, Colorado, aa Trustee, bond reg atrar and paying agent. Section 8. The Mayor and Mayor Pro Tem, the City Clerk and Acting City Clerk, and all other officer• of the City shall take all act on h ch they deem n ceaaary or reasonably required in conform1ty vith the Act to finance the acquisition, construction and improvement of the Project and to aaue the Bonda, vhich are hereby authorized, including the paying of certain fees and expenaea of the Original Purchaser from the proce de of the Bonda, and for carry ng out, giving effect to and conaWM\ating the transaction• contemplated by this Ordinance, the Loan Agree ent, the Indenture, the Converaion Agreement and he Preli inary Official Statement, including, vithout 11 itat1on, he ex cu ion and liv ry of any cloa1ng doc nta o be delivered in connection v th the sale and • ivery o! the Bonda. including specifically • Off1c1a o be prepared !o use in conn c ion h Bonda. s ct on 9. Th coat o! !1nancin he Pro)ect, 1nclud1nq th• pay1no o! certain!••• and Purchaser. 111 be paid out o The ond• to th r w h nter•• xp na • of th Original th proc• da o! Bonda . pay l• th reon are• c1al, •ll- • • • • • • • • • limited obl gationa of the City payable solely as provided in the Indenture. The Bonda and the interest payable thereon shall never constitute the d bt or indebtedness of the City, the State of Colorado or any political aubdiviaion thereof within the meaning of any provision or limitation of the Constitution or atatutea of the State of Colorado, or the Home Rule Charter of th• City, nor shall anything contained in this Ordinance or in the Bonda, the Loan Agreement, the Indenture, the Conversion Agreement or any other instrument constitute or give ri•• to a pecuniary liability of, or a char9e against the general cred1 t or taxing power o .f. the City, nor shall the breach of any agree ent cont ained in hia Ordinance, or any of the above-mentioned doc ents or instruments impose any p cuniary liabil ty upon the City, he City having no power to pay out of ita general fund, or otherwise contribut any part of the coats of financing h ProJect, nor shall the City condem.n any land or other property for the Project nor contribute eny land or other property to th Project. S ct1on 10. S ct1on 4 of Resolution o. 17, Ser ea of l dopted and pprov d by ay 1S, 19 6, ia her y aa follow•: er on or prior era nate . C1 y Co nc1l o th c1ty on to red, a ter aueh nt to the d •l • • • ....... • • • • Section 11 . The City, baaed upon representations made by the Company , hereby elects to have the provisions of Section 144(a)4 of the Internal Revenue Code of 1986, aa amended, apply to the issuance of the Bonda . Section 12 . After any of the Bonda are issued, this Ordinance shall be and remain irrepealable until the Bonda and interest thereon shall have been fully paid , cancelled and d scharged. Section 13 . If any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforc ability of such section , paragraph, clause or provision shall not affect any of the rema1n1ng aect1ona, paragraphs, clauses or provia ona of this Ordinance. Section 1•. All bylaws, ordera, resolutions and ordinances, or part• thereof , 1ncona1atent herew1th and wi h the docUJ11enta her by approved, are hereby repeal d to the extent only of such 1nconaiatency . Thia r pealer shall not construed aa reviving any bylaw , ord r, reaolu 10n or ordinanc e , or par thereof . e 10n 15 . I dia ely u on 1 • f1nal paaaa hla O dinanee ahall be record din the C1ty book o or n ancea kep for tha purpoa, •hall be au h nticat d by a1qna ur yor o ayor Pro T and h or Ac in9 Ci y Cl erk , and ahall pub 1ah 1n an we r of n ral e1rcul at1on n -1•- he C ty Cl erk Ci y . • • • • • • • Section 16. Insofar as it is necessary to issue the Bonds immediately in order to: (a) take advantage of presently existing interest ratea; (b) take advantage of an allocation, and the extension thereof, fro the Statewide balance for nonessential function bond• to issue the Bonds, which allocation ay not continue to exist after December 12, 1986; (c) support the City and th• Urban Renewal Authority in effecting in at mely manner their plann d f nancing of downtown renewal projects; the proviaions of th• Ordinance are hereby declared to be necessary for the immediate preservation of public prop rty, hea lth, peace or aafety and shall beco e effective upon final paasage in accordance with Article V, Section 41, of the Ho Rule Charter of the City. Sect on 1 • In accordance with Section O of the City Ch arter. th City Council ha• held a public hearing on thia Ordinanc e , fore final passage, on the 18th day of Auquat 198 at 7 :30 p .• in C1ty Council Ch era . 3 00 South lat1 Street, nglevood, Colorado. Introduced, read in full and pass on firat read1n9 ae an rg ncy b1ll on th th day of Auquet 1986 . I • • • • • • • Publiahed aa a bill for an ordinance on the 6th day of Auquat 1986. Read, amended and passed aa amended aa an emergency bill on the 8th day of December 1986 . Published in full aa amended aa an emergency bill for an Ordinance on the 10th day of December 1986. Read by title and passed on final reading aa an emergency ordinance on the ~~ day of Dec mber 1986. Published by title aa Ordinance No . ~-· Series of 1986 on the day of December 1986. Eugene L. Ot1a, Mayor Attest : Mary Ann Gregory, Acting City Clerk I , Mary Ann Gregory, Acting C ty Clerk for the City of Englewood, Colorado hereby c ertify the above and foregoing la a true copy o! the Ordinance paaaed on !lnal reading and publ1ahed by title aa Ordinance o . ~-· Ser1ea of 1986 . Mary Ann ere ory, Acting C1ty Clerk •16- • • • Due December 1 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 • • • EXHIBIT A Maturity Schedule ~C i al $ 150,000 1 55,000 165,000 175 ,000 185,000 195,000 205,000 220,000 230 ,000 3,920,000 Prior to th• Converaion Date , a• defin din the Indenture , the Bonda will bear intereat at a rate of 8 per annum. On and after the Converaion Date , the Bonda will bear 1ntereat at the rate• determined by the Ori9inal Purchaaer which are required on the Converaion Date to offer th Bonda at par, a• aet forth in the Conversion A9ree ent . The amount of interest payable with respect to the Bonda will not, in any year in which the Bonda remain outatandin9 , exceed $672 ,000. • • • • • AGENDA ITEM --- e { I if() J' - PRESDIT!!D BY NL l c ,. c <-- I Jl J _J ved S conded A •• IY AbHllt Abauln NIQOIY """ ,,.,1,_., vttt ... ,11. Yc l'."c'flk. lllo lrad1h.,. Otis I . • I • • • • • NOTICE OF CALL BY THE MAYOR FOR A SPECIAL MEETING OF THE CITY COUNCIL TUESDAY, DEC£HBER 9, 1986 5:30 P.H. The City Council of th City of Engl wood, Arapaho Coun y, Colorado. 1s called to asp cial ting at Ci y Hall, 3400 South [lati Str t, for h purpos of taking action by ordinanc , or oh r appropriat ans as follow : Call to ord r, lnvo ation, pledg of all giance and roll call . 1. To consider Ordinance on final authorizing the issuanc and sal of SS,600,000 aggr gate principal amount of City of [nglewood, ColoraJ Industrial Develop nt Revenue Bonds {Buy r's Club ProJ ct) Sri s 1986, to finance th acquisition, construction and equ1ppln of pr op rty suitable for use for c rclal or busin ss nt rpr1s s; au thoriz1ng th cutlon and d livery by th C1ty of the bond\, loa, agr nt, lndentur of trust and closing docu n 1n conn c 10n ther with; ratifying certain actions her tofore a n; ,nd, pal 1r1 a t1on h retofor tak n 1n conflict hr with and d clar1n an rg ncy. Z. Adjourn nt. /Sb AC N LE ENT or AFCEIPT OF TICE • I . • 0 • • • • NOTICE OF ADOPTION OF ORDINANCE On the 8th day of Dec lllber, 1986, th City Council of th City of Engl wood, Colorado, adopted on final reading the foll Ing Ordinance: BY AUTHORITY ORDINANCE NO . 7 SERHS OF 1986 - AN ORDINANCE AUTHORIZING THE ISSUANCE ANO SALE OF SS,600,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF ENGLEWOOD, COLORADO, INDUSTRIAL DEVELOPMENT REVENUE BONDS (BUYER'S CLUB PROJECT) SERIES 1986, TO FINANCE TH ACQUISITION, CONSTRUCTION AND EQUIPPING OF PROPERTY SUITABL FOR USE FOR C~ERCIAL 0 BUSINESS ENTERPRISES; AUTHORIZING TH EXECUTION A.ND DELIVERY BY THE CITY OF TH BONDS, LOAN AGREEMENT, INDENTURE OF TRUST, CONVERSION AGR EMENT ANO CLOSING DOCUM NTS IN CONNECTION THEREWITH; RATIFY) CERTAIN ACTIONS HR TOFOR TAKEN, REPEAL) ACTION HERETOFOR TAKEN INC FLICT HEREWITH, ANO DECLARING AN EMERGE Y. Copl s of afor said Ordinance 1r available for public lnsp ctlon In th office of the City Cl r, City Hall, City of En 1 od, 3400 Sou h Ela i Sr , Engl od, Color do . Publl h d : Dec r JO, l Engl wood S ntln 1 C 64 .l • I . • • - • - Cnv 1,(/)(./L-SJJt CtA{ /Jh 1//}/- I Z-'/- • I . • •