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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 93 (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