HomeMy WebLinkAboutRES 11.08.1983 - Industrial Development9z
RESOLUTION AUTHORIZING GEORGETOWN INDUSTRIAL DEVEOPMENT
CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (TEXAS
BENCHMARK INNS PROJECT) SERIES 1983; A LOAN AGREEMENT;
A TRUST INDENTURE; A GUARANTY AGREEMENT; APPROVAL OF A
DEED OF TRUST AND SECURITY AGREEMENT; AND MATTERS IN
CONNECTION THEREWITH
WHEREAS, the Georgetown Industrial Development Corporation (the "Issurer"),
on behalf of the City Council of the City of Georgetown, Texas (the "Unit"), is
empowered to finance the cost of projects to promote and develop commercial
enterprises to promote and encourage empoyment and the public welfare by the
issuance of obligations of the Issuer which projects will be inside the Unit's
boundaries; and
WHEREAS, Texas Benchmark Inns, a Texas joint venture (the "Company"), has
requested the Issuer to finance the cost of a 100 room motel and related facilities
(the "Project") which will be in furtherance of the public purposes of the Development
Corporation Act of 1979, Article 5190.6, Vernon's Annotated Texas Civil Statutes,
as amended (the "Act"); and
WHEREAS, on September 27, 1983, the Issuer adopted a "Resoluton with Respect
to the Issuance of Bonds" (the "Initial Resolution");
WHEREAS, in order to finance the Project, the Issuer proposes to issue bonds
styled, "Georgetown Industrial Development Corporation Industrial Development
Revenue Bonds (Texas Benchmark Inns Project) Series 1983" (the "Bonds"); and
WHEREAS, the City Council of the City of Georgetown, Texas, being the governing
body of said home -rule city, found and determined, after public hearing in accordance
with the Act, that the Project is in an economically depressed area, as defined by
the Act, and approved the Project; and
WHEREAS, there have been presented to the Issuer proposed forms of each
of the following:
1. Loan Agreement, dated as of December 1, 1983, (the "Agreement"), between
the Issuer and the Company;
2. Trust Indenture dated as of December 1, 1983, (the "Indenture"), between
the Issuer and Allied Bank of Texas, as trustee (the "Trustee");
3. Guaranty Agreement, dated as of December 1, 1983 (the "Guaranty Agreement"),
among Larry A. Richardson, J. K. Richardson, Michael A. Barnett and J. Michael
Lengen, four individuals (the "Guarantors") and the Trustee;
4. A Deed of Trust and Security Agreement dated as of December 1, 1983 (the
"Mortgage") from the Company to James H. Albert, as Mortgage Trustee for the use
and benefit of the Issuer; and
5. A Memorandum of Trust Indenture dated as of December 1, 1983 (the
"Memorandum") executed by the Issuer and the Company.
THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE GEORGETOWN
INDUSTRIAL DEVELOPMENT CORPORATION THAT:
Sectionl. Based soley upon the representations made to the Board of
Directors (the "Board") and to the Texas Economic Development Commission by
the Company, it appears and the Board hereby finds that:
(i) The Project is required or suitable for the promotion of commercia
development and expansion or for the development and expansion of
commercial facilities and related facilities;
(ii) The Project will contribute to the economic growth or stability of the
Unit by (a) increasing or stabilizing employment opportunity; (b) sig-
nificantly increasing or stabilizing the property tax base; and (c) pro-
moting commerce within the Unit and the State of Texas;
(iii) The Project sought to be financed pursuant to the Agreement is in fur-
therance of the public purposes of the Act; and
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(iv) The Project will contribute significantly to the fulfillment of the
redevelopment objectives of the Unit for the blighted or economically
depressed area.
Section 2. The Board hereby approves the Agreement in substantilly the
form and substance presented to the Board, and the President or any Vice Presi-4
dent is hereby authorized and directed, for and on behalf of the Issuer, to date,
sign, and otherwise execute the Agreement, and the Secretary or any Assistant
Secretary of the Board is authorized and drected for and on behalf of the Issuer
to attest the Agreement, and such officers are hereby authorized to deliver the
Agreement. Upon execution by the parties thereto and delivery thereof, the
Agreement shall be binding upon the Issuer in accordance with the terms and
provisions thereof.
Section 3. The Bonds in the aggregate principal amount of $2,500,000
are authorized to be issued for the purpose of paying the cost of acquiring,
constructing, reconstructing, improving, or expanding, as the case may be, the
project. The Board hereby approves the Indenture in substantially the form and
substance presented to the Board and the President or any Vice President is
authorized and directed for and on behalf of the Issuer to date, sign, and
otherwise execute the Indenture and the Secretary or any Assistance Secretary
is hereby authorized to attest the Indenture and such officers are hereby
authorized to deliver the Indenture. The details of the Bonds shall be as
set forth in the Indenture.
Section 4. The Board hereby approves the Guaranty Agreement in sub-
stantially the form and substance presented to the Board.
Section 5. The Board hereby approves the Memorandum, in substantially
the form and substance presented to the Board, and the President or any Vice
President is hereby authorized and directed, for and on behalf of the Issuer,
to date, sign, and otherwise execute the Memorandum, and the Secretary or any
Assistant Secretary of the Board is authorized and directed for and on behalf
of the Issuer to date, sign or otherwise execute the Memorandum on behalf of
the Issuer and such officers are hereby authorized to deliver the Memorandum.
Section 6. The President and the Secretary are hereby each authorized
and directed to execute the Bonds, or have their facsimile signatures placed
upon the Bonds, and each is hereby authorized and directed to deliver the
Bonds, and the seal of the Issuer is hereby authorized and directed to be
affixed or placed in facsimile on the Bonds.
Section 7. Allied Bank of Texas, Houston, Texas is hereby appointed
as Trustee under the Indenture thereby serving as Registrar and Paying Agent
under the terms of the Indenture.
Section 8. The sale of the Bonds to Allied Bank Town & Country is
hereby approved.
Section 9. The President, any Vice President, or the Secretary or any
Assistance Secretary of the Issuer is hereby authorized to execute and deliver
to the Trustee the written order of the Issuer of the authentication and
delivery of the Bonds by the Trustee in accordance with the Indenture.
Section 10. All action (note inconsistent with provision of this
Resolution) heretofore taken by the Board and officers of the Issuer directed
toward the financing of the Project and the issuance of the Bonds be and the
same hereby is ratified, approved, and confirmed.
Section 11. The officers of the Issuer shall take all action in con-
formity with the Act, if necessary, or reasonably required to effectuate the
issuance of the Bonds and take all action necessary or desirable in conformity
with the Act to finance the Project and for carrying out, giving effect to,
and consummating the transactions contemplated by the Bonds, the Initial
Resolution, this Resolution, the Agreement, the Indenture, the Buaranty Agree-
ment, the Memorandum, and the Mortgage including without limitation, the
execution and delivery of any closing documents in connection with the issuance
of the Bonds.
Section 12. After any of the Bonds are issued, this Resolution shall
be and remain irrepealable until the Bonds or interest thereon shall have been
fully paid or provisions for payment made pursuant to the Indenture.
Section 13. If any section, paragraph, clause, or provision of this
Resolution shall be held to be invalid or unenforceable the invalidity or
unenforceability of such section, paragraph, clause or provision shall not
affect any of the remaining provisions of this Resolution. In case any
obligation of the Issuer authorized or established by this Resolution or the
Bonds is held to be in violation of law as applied to any person or in any
circumstance, such obligation shall be deemed to be the obligation of the
Issuer to the fullest extent permitted by law.
READ, PASSED and APPROVED this 8th day of November, 1983.
C,
(-)'-a"
JO C. DOERF ER, MAYOR
ATTEST:
JIM CO BERT, T SECRETARY