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HomeMy WebLinkAboutRES 970114-S - GIDC Bonds Tx Electric CoopRESOLUTION NO. 9%01I - S RESOLUTION APPROVING THE RESOLUTION OF THE GEORGETOWN INDUSTRIAL DEVELOPMENT CORPORATION TAKING AFFIRMATIVE OFFICIAL ACTION TOWARDS THE ISSUANCE OF BONDS TO PROVIDE A MANUFACTURING PROJECT FOR TEXAS ELECTRIC COOPERATIVES, INC. THE STATE OF TEXAS § CITY OF GEORGETOWN § WHEREAS, the Georgetown Industrial Development Corporation (the "Corporation") is a nonprofit industrial development corporation duly organized and existing under the laws of the State of Texas, including particularly the Development Corporation Act of 1979, as amended (the "Act"); and WHEREAS, the City of Georgetown, Texas (the "City") has authorized and approved the creation of the Corporation to act on its behalf to further certain public purposes of the City; and WHEREAS, the Corporation has received an application for financing from the Texas Electric Cooperatives, Inc. ("TEC") for the issuance of revenue bonds by the Corporation to enable TEC to acquire, construct and equip an approximately 135,000 square foot manufacturing facilities and related office facility to manufacture electrical transformers, which will be located within the boundaries of the City; and WHEREAS, TEC is opening the manufacturing facility in response to customer demand; and WHEREAS, the facility will initially employ approximately 80 people with the potential to employ up to 120 people in three to five years; and WHEREAS, on January 6, 1997 the Board of Directors of the Corporation approved the resolution attached hereto as Exhibit A in connection with the TEC project; and WHEREAS, any bonds issued by the Corporation shall never constitute an indebtedness or pledge of the City, or the State of Texas, within the meaning of any constitutional or statutory provision and the holders of the bonds shall never be paid in whole or in part out of any funds raised or to be raised by taxation or any other revenues of the Corporation, the City or the State of Texas except revenues of TEC; and WHEREAS, Section 2.92.050 of the City's Code requires the City to approve the resolution of the Corporation; and WHEREAS, the meeting at which this Resolution is adopted was open to the public and public notice of the time, place and purpose of the meeting was given, all as required by Chapter 551, Texas Government Code, as amended; and IWOK(TrWNlIY.%C"OY: CffYA13 1/7/97 WHEREAS, the passage of this Resolution implements Finance Policy 4 of the Century Plan Policy -Plan Element. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: 1. The City hereby approves the Resolution of the Corporation attached hereto as Exhibit A and hereby appoints the Board of Directors of the Corporation to act as the hearing officer for purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended. 2. The City Council hereby finds that the Resolution implements Finance Policy 4 of the Century Plan - Policy Plan Element, which states; "The City shall develop a strategy to provide sufficient financial resources, for both short term and long term needs", and Economic Development Policy which states "The City will encourage diversified growth and promote business opportunities to create jobs, broaden the tax base, and minimize the impact of economic fluctuation"; and further finds that the enactment of this Resolution is not inconsistent or in conflict with any other Century Plan Policies, as required by Section 2.03 of the Administrative Chapter of the Policy Plan. 3. This Resolution shall become effective immediately upon adoption. The Mayor and City Secretary are hereby authorized and directed to execute the certificate to which this Resolution is attached on behalf of the City and to do any and all things proper and necessary to carry out the intent of this Resolution. RESOLVED this 14th day of January, 1997. ATTEST: Sandra D. Lee City Secretary APPROVED AS TO FORM: J � Cti/ l,t-C't-ti YLy/ C Marianne Landers Banks City Attorney des f7011V-s ,ot& .2- or a (IGORQIWNfJ7XCOOP: CRYAFPl U7197 2 THE CITY OF GEORGETOWN: By: eo Wood Mayor EXHIBIT A CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS § COUNTY OF WILLIAMSON § GEORGETOWN INDUSTRIAL DEVELOPMENT CORPORATION § We, the undersigned officers of the Board of Directors of the Georgetown Industrial Development Corporation (the "Corporation"), hereby certify as follows: The Board of Directors of the Corporation convened in SPECIAL MEETING ON THE 6TH DAY OF JANUARY, 1997, at the designated meeting place (the "Meeting"), and the roll was called of the duly constituted officers and members of the Board, to wit: Mark Dixon, President Tim Harris, Vice President Ken Poteete, Boardmember Judi Shanklin, Secretary/Treasurer Bob Wunsch, Boardmember and all of said persons were present, except the following absentees: Tim Harris, thus constituting a quorum. Whereupon, among other business, the following was transacted at the Meeting: a written RESOLUTION TAKING AFFIRMATIVE OFFICIAL ACTION TOWARDS THE ISSUANCE OF BONDS TO PROVIDE A MANUFACTURING PROJECT FOR TEXAS ELECTRIC COOPERATIVES, INC. was duly introduced for the consideration of the Board. It was then duly moved and seconded that the Resolution be passed; and, after due discussion, the motion, carrying with it the passage of the Resolution, prevailed and carried by the following vote: AYES: All present voted aye NOES: None ABSTAIN: None 2. A true, full and correct copy of the aforesaid Resolution passed at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that the Resolution has been duly recorded in the Board's minutes of the Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the Board's minutes of the Meeting pertaining to the passage of the Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the Board as indicated therein; that each of the officers and members of the Board was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that the Resolution would be introduced and considered for passage at the Meeting, and each of the officers and members consented, in advance, to the holding of the Meeting for such purpose; that the Meeting was open to the public and public notice of the time, place and purpose of the Meeting was given, all as required by Chapter 55 1, Government Code, as amended. I IN.OKUMN11DII: AFR MV9T SIGNED AND SEALED this 99� Secret , Board of Directors (SEAL,) (wj"« NfUMiAMOM.I.If i �. President, Board of Dir ctors RESOLUTION TAKING AFFIRMATIVE OFFICIAL ACTION TOWARDS THE ISSUANCE OF BONDS TO PROVIDE A MANUFACTURING PROJECT FOR TEXAS ELECTRIC COOPERATIVES, INC. WHEREAS, the Georgetown Industrial Development Corporation (the "Corporation") is a nonprofit industrial development corporation duly organized and existing under the laws of the State of Texas, including particularly the Development Corporation Act of 1979, as amended (the "Act"); and WHEREAS, the City of Georgetown, Texas (the "City") has authorized and approved the creation of the Corporation to act on its behalf to further certain public purposes of the City; and WHEREAS, the Corporation is considering proceeding with the acquisition and construction of certain manufacturing facilities and the acquisition of equipment for use at such facilities, all of which will be located within the City, as more fully described in Exhibit "A" to this Resolution (the "Project"), for use by the Texas Electric Cooperatives, Inc., a corporation organized and existing under the laws of the State of Texas (the "TEC"); and WHEREAS, the TEC has advised the Corporation that a contributing factor which would further induce the TEC to proceed with providing for the acquisition, construction and equipment of the Project would be a commitment and agreement by the Corporation to issue bonds pursuant to the Act (the 'Bonds") to finance and pay for the Project; and WHEREAS, the TEC has proposed to the Corporation that the TEC will be further induced to proceed with the acquisition, construction and equipment of the Project if the Corporation will make such commitment and agreement and adopt this Resolution; and WHEREAS, the Corporation finds, intends and declares that this Resolution shall, in accordance with its provisions, constitute the commitment and agreement of the Corporation to issue the Bonds, in one or more series, in such aggregate principal amount, presently estimated not to exceed $4,700,000 as is actually required to finance and pay for the acquisition, construction and equipment of the Project, together with all costs and fees of or incurred in connection with the issuance of the Bonds and the acquisition, construction and equipment of the Project to the extent permitted by federal or state law, including the Act; and WHEREAS, the Corporation finds, considers and declares that the issuance of the Bonds in such amount and for such purposes will be appropriate and consistent with the objectives of the Act, and that the adoption of this Resolution is and constitutes, and is intended as (i) an inducement to the TEC to cooperate with the Corporation in providing for the acquisition, construction and equipment of the Project, (ii) the taking of affirmative official action by the Corporation, acting by and through its Board of Directors, towards the issuance of such Bonds, and that such action is, and is intended to be, similar to the adoption of a bond resolution, within the meaning of Section 1.103-8(a)(5) of III" IPI TMNIIIIII: AI.11AM. PI, the Income Tax Regulations or such other applicable provisions of Income Tax Regulations promulgated pursuant to Section 142 of the Internal Revenue Code of 1986, as amended (the "Code"), and (iii) the official declaration of the intention of the Corporation, in accordance with the provisions of Section 1.150-2 of the Federal Treasury Regulations, to reimburse expenditures for the Project at such time or times as the Bonds are issued. THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF GEORGETOWN INDUSTRIAL DEVELOPMENT CORPORATION THAT: Section 1. The Corporation is committed and agrees as follows: (a) To adopt a bond resolution or bond resolutions, when requested by the TEC, authorizing the issuance of Bonds pursuant to the Act, and to issue the Bonds, subject to the requirements of the Act, the execution of the appropriate agreements or contracts described in subparagraph (b) below, and the sale of the Bonds under terms and conditions satisfactory to the Corporation and the TEC, to finance and pay for the acquisition, construction and equipment of the Project, including amounts sufficient to pay the fees, expenses and costs in connection with such issuance, including an amount adequate to reimburse the Corporation for its administrative and overhead expenses and costs with respect to the Bonds and the Project, with the Bonds to be payable from payments by the TEC to the Corporation and/or to a corporate trustee in such sums as are necessary to pay the principal of, interest on, and redemption premium, if any, together with the paying agent's and trustee's fees on, the Bonds, as and when the same shall become due and payable. (b) Prior to the issuance of the Bonds, when requested by the TEC, to enter into such loan agreement, installment sale agreement, lease and/or any other appropriate contracts or agreements between the Corporation and the TEC as are mutually acceptable in all respects to the Corporation and the TEC, under which the TEC will be obligated to make payments to the Corporation and/or to a corporate trustee in such sums as are necessary to pay the principal of, interest on, and redemption premium, if any, together with the paying agent's and trustee's fees on, the Bonds, as and when the same shall become due and payable, and with such payments also to be sufficient to defray the Corporation's administrative, overhead and other expenses and costs with respect to the Bonds and the Project. (c) To take, or cause to be taken, such other action, and to execute such additional contracts and agreements mutually agreeable to the parties in all respects, when requested by the TEC, as may be required in accordance with the Act and this Resolution to cause the issuance of the Bonds. (d) By the acceptance of this Resolution and proceeding with the Project, the TEC thereby agrees that it will fully indemnify and hold the Corporation harmless from any and all damages, losses and expenses, including attorney fees, arising at any time from or with respect to the Bonds and the Project. (e) The Bonds shall specifically provide that neither the State of Texas, the City, nor any political issuer, subdivision or agency of the State shall be obligated to pay the Bonds or the interest (IMIKUMN/1111{: AI•I•IRM MES thereon and neither the taxing power of the State, the City or any political issuer, subdivision or agency thereof is pledged to the payment of the principal of, premium, if any, or interest on the Bonds. Section 2. The adoption of the Resolution shall be deemed to constitute the acceptance of the TEC's proposal that it be further induced to proceed with the acquisition, construction and equipment of the Project, and said proposal and acceptance shall constitute an agreement between the Corporation and the TEC in accordance with the provisions of this Resolution. Section 3. Immediately after the adoption of this Resolution the construction, acquisition and equipping of the Project may commence and continue to completion in accordance with methods and procedures determined by the TEC, or by the TEC and the Corporation, pursuant to this Resolution and the agreement it constitutes. Section 4. The Secretary of the Board of Directors of the Corporation is hereby authorized and directed to transmit to proper representatives of the TEC one or more certified copies of the Resolution and such parties are hereby authorized to rely upon the inducements for the purposes herein stated. Section 5. The Board authorized McCall, Parkhurst & Horton L.L.P. to serve as bond counsel ("Bond Counsel") and also as its legal counsel relating to the issuance of the Bonds. Section 6. The President, Vice President or Secretary of the Board are each hereby further authorized to sign all documents and do all things necessary as advised by Bond Counsel to the Corporation to effectuate the issuance of the Bonds including the submission of the proper documentation to the Texas Bond Review Board for reservation of a portion of the State's volume cap allocation for private activity bonds. Section 7. The Board hereby recognizes that the TEC may exercise its rights and perform its obligations with respect to the financing of the Project either through its own name, any wholly owned subsidiary, any parent corporation or any related entity, and all references to TEC include any such entities. Section 8. Bond Counsel to the Corporation is further authorized to publish, in The Williamson County Sun, the appropriate notice of public hearing as required by Section 1470 of the Internal Revenue Code of 1986. The form of notice of such hearing shall be acceptable to Bond Counsel. Section 9. The adoption of this Resolution shall be deemed to constitute the official declaration of the intention of the Corporation, in accordance with the provisions of Section 1.150-2 of the Federal Treasury Regulations, to reimburse expenditures for the Project at such time or times as the Bonds are issued. fWORItW 111111: AJIUM-NI1A EXHIBIT A Project Description The Project includes the acquisition, construction and equipment of an approximately 135,000 square foot manufacturing facilities and related office facility to manufacture and remanufacture electrical transformers. The project will be located within the City of Georgetown, Texas. (WORM'"11DR: Al1•1RM.RI3