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HomeMy WebLinkAboutResolution Georgetown Industrial Development 1985RESOLUTION WITH RESPECT TO A PUBLIC HEARING AND AUTHORIZING GEORGETOWN INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (TEXAS BENCHMARK INNS PROJECT), SERIES 1984; A FIRST AMENDATORY LOAN AGREEMENT; A FIRST SUPPLEMENTAL TRUST INDENTURE; AN ACKN04.7LEDGMENT Or EXTENSION OF GUARANTY AGREEMENT; A MrMORANDUM OF FIRST SUPPLEMENTAL TRUST INDENTURE; ACCEPTANCE OF A FIRST SUPPLEMENTAL DEED OF TRUST AND SECURITY AGREEMENT; AND OTHER MATTERS IN CONNECTION -THEREWITH WHEREAS, the Georgetown Industrial Development Corporation (the "Issuer"), on behalf of the City of Georgetown, Texas (the "Unit"), is empowered to finance the cost of projects to promote and develop industrial and manufacturing enterprises to promote and encourage employment and the public welfare by the issuance of obligations of the Issuer, which projects will be inside the Unit's boundaries; WHEREAS, Texas Benchmark Inns, a Texas joint venture (the "User"), has requested the Issuer to finance the cost of acquiring approximately 2.23 acres of land and constructing and equipping a 50,000 square foot motel facility (the "Project"); WHEREAS, on September 27, 1983, the Issuer adopted a "Resolution with Respect to the Issuance of Bonds" (the "Initial Resolution"); WHEREAS, the Issuer has heretofore issued and delivered its $2,500,000 Industrial Development Revenue Bonds (Texas Benchmark Inns Project), Series 1983 (the "Series 1983 Bonds"), pursuant to the terms of a Trust Indenture dated as of December 1, 1983, by and between the Issuer and Allied Bank of Texas, as Trustee (the "Original Indenture"), and has loaned the proceeds thereof to the Company pursuant to the terms of a Loan Agreement dated as of December 1, 1983 by and between the Issuer and the Company (the "Original Agreement"), in order to finance the acquisition, construction and installation of the Project (as defined in the Original Agreement); and 'WHEREAS, the Original Indenture provides for the issuance of Additional Bonds (as defined in the Original Inden- ture) for the purpose of completing the Project; and WHEREAS, in order to finance the completion of the Project, the Issuer proposes to issue bonds styled, "Georgetown Industrial Development Corporation Industrial Development Revenue Bonds (Texas Benchmark Inns Project), Series 1984" (the "Bonds"); 44/4 WHEREAS, Section 103(k) of the Internal Revenue Code of 1954, as amended (the "Code"), requires that the Bonds be ap- proved by the "applicable elected representative" after a public hearing following reasonable public notice; and WHEREAS, notice of a public hearing with respect to the Project and the Bonds to be held by the Issuer on the date of adoption of this Resolution was published no less than 14 days before this date; and WHEREAS, the governing body of the Unit, as the "appli- cable elected representative," will consider the adoption of a written resolution specifically approving this resolution of the Issuer providing for the issuance of the Bonds and specifically approving the Bonds and the Project as required by Section 103(k) of the Code; and WHEREAS, there have been presented to the Issuer proposed forms of each of the following: 1 A First Amendatory Loan Agreement, dated as of September 1, 1984, (the "Agreement"), between the Issuer and the User= 2. A First Supplemental Trust Indenture, dated as of September 1, 1984, (the "Indenture"), between the Issuer and Allied Bank of Texas, as Trustee (the "Trustee"); 3. An Acknowledgment of Extension of Guaranty Agree- ment, dated as of September 1, 1984, (the "Guaranty Agreement"), from Larry A. Richardson, J. K. Richardson, Michael A. +Barnett and J. Michael Lengen (the "Guarantors") to the '`rustee; 4. A First Supplemental Deed of Trust and Security Agreement, dated as of September 11 1984, (the "Mortgage") from the User for the benefit of the Issuers 5. A Memorandum of First Supplemental Trust Inden- ture, dated as of September 1, 1984, (the "Memorandum"), executed by the Issuer and the Trustee; and 6. An Investment Letter, dated the date of delivery of the Bonds (the "Investment Letter"), from Allied Bank Memorial (the "Purchaser") to the Issuer and the Texas Economic Develop- ment Corzission (the "Commission")_ THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE GEORGETOWN INDUSTRIAL DEVELOPMENT CORPORATION THAT: -2 Section 1. Based solely upon the representations made to the BoardDirectors (the "Board") and to the Commission by the User, it appears and the Board hereby finds that: A. The Project is required or suitable for the promotion of development and expansion of commer- cial facilities and related facilities, irrespec- tive of whether in existence or required to be acquired or constructed after the making of these findings by the Board. B. Additionally: (i) the Project will have an impact on the employment within the Unit in that new jobs will be created thereby increasing employment opportunity; (ii) the Project sought to be financed pursuant to the Agreement is in furtherance of the public purpose of the Development Corporation Act of 1979 (Article 5190.6, Vernons Texas Civil Statutes, as amended), including the .promo- tion of development and expansion of commer- cial enterprises to promote and encourage -employment and the public welfare; and (iii) the Project will contribute significantly to the fulfillment of theredevelopmentobjec- tives of the Unit for the blighted or econom- ically depressed area. C. The Project will contribute to the economic growth or stability of the Unit by.(i) increasing employ- ment opportunity, (ii) significantly increasing or stabilizing the property tax base, and (iii) promoting commerce within the Unit and the State of Texas. _Section 2. The Board hereby finds, determines, re- cites,, and e-cites,and declares that a public hearing with respect to the Bonds and the Project was held.on December 3, 1984; and that all comments from interested persons were taken at such public hearing. The Board hereby directs that information with respect to the public hearing be provided to the governing body of the Unit prior to its consideration of adoption of a resolution approving the Bonds -3- Section 3. The Board hereby approves the Agreement 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 Agreement, and the Secretary or any Assis- tant Secretary of the Board is authorized and directed 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. The Board authorizes the loan of the pro- ceeds of the sale of the Bonds to the User in order to provide financing of the costs of acquisition and construction of the Project.in accordance with the terms of the Agreement. Section 4. The Board hereby approves the Bonds in the aggregate principal amount of $400,000, which Bonds are autho- rized to be issued for the purpose of paying the cost of acquir- ing, constructing, reconstructing, improving, or expanding, as the case may be, the Project. Section 5. 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 Assistant Secre- tary 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. The sale and delivery of the Bonds by the Issuer to the Purchaser at a price equal to 100% of the principal amount thereof is. hereby authorized and approved. Section 6. The Board hereby approves the Guaranty Agreement in substantially the form and substance presented to the Board. Section 7. The Board hereby approves and accepts the Mortgage in substantially the form and substance presented to the Board. Section 8. The Board hereby approves the Memorandum 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, or otherwise execute the Memorandum and the Secretary or any Assistant Secre- tary is hereby authorized to attest the Memorandum and such -4 officers are hereby authorized to deliver the, Memorandum on behalf of the Issuer. Section 9. The President or any Vice President of the Board is hereby 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 on the Bonds. Section 10. Allied Bank of Texas is hereby appointed as Trustee under the Indenture, thereby serving as registrar and paying agent under the terms of the Indenture. Section 11. The President or any Vice President of the Board is hereby authorized to execute and deliver to the Trustee the written order_ of the Issuer of the authentication and deliv- ery of the Bonds by the Trustee in accordance with the Indenture. - Section 12. The Issuer authorizes and directs the User to prepare a f inal transcript of the proceedings relating to the authorization, issuance, sale, and delivery of the Bonds, which , transcript shall be submitted to'the Commission within sixty (60) days after the closing date for the Bonds. Section 13. All action not inconsistent with provisions 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, _ap proved and confirmed., Section 14. The officers of the Issuer shall'take:all actions in conformity with the Act, if necessary, or reasonably required to effectuate the issuance of the Bonds and shall 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 Resolutionp•the Agreement, the Inden- ture, the Guaranty. Agreement, the Mortgage and -the Memorandum,, including without limitation, the execution and delivery of any closing documents in connection with the issuance of the Bonds and the giving of notice of delivery of.the Bonds to the Commis- sion', The ,officers executing the documents approved-by ;this Resolution are authorized to approve such changes to said docu- ments as are necessary and appropriate and not contrary to the general tenor thereof, such approval to be conclusively evidenced by such execution thereof. Si 9/Y Section 15. The actions and obligations of the Issuer contained in this Resolution shall be subject to and conditioned upon the receipt by the Issuer, at the date of delivery and payment for the Bonds, of (i) a certificate from a representative of the Commission, acting on behalf of the Commission, evidencing final approval of the Agreement and the Bonds; (ii) the purchase price of the Bonds; (iii) a certified copy of the resolution of the Unit approving the Bonds, the Project, and this Resolution; (ivl the Investment Letter, signed by the Purchaser; (v) satis- factory evidence of allocation; and (vi) such opinions, evidence; certificates, instruments, or other documents as shall be re- quested by the Issuer's Counsel or by Bond Counsel to evidence` the due performance or satisfaction by the User and the Guaran- tors at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by each. Section 16. 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 17. If any section, paragraph, clause, or provisions of. this Resolution shall be held to be invalid or ,unenforceable, the invalidity or unenforceability of such sec- tion, 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. ACJ105/X