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Home My WebLink AboutRES 12.13.1983 - Bonds Tx Benchmark InnsRESOLUTION APPROVING THE RESOLUTION OF THE GEORGETOWN INDUSTRIAL DEVELOPMENT CORPORATION PROVIDING FOR THE ISSUANCE OF GEORGETOWN INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (TEXAS BENCHMARK INNS PROJECT) SERIES 1983 WHEREAS, the Georgetown Industrial Development Corporation (the "Issuer") was created under the auspices of the City Council of the City of Georgetown, Texas (the "Unit"); and WHEREAS, by resolution (the "EBA Resolution"), passed and approved October 22, 1982, the Unit has designated certain Eligible Blighted Areas ("EBA'S"), within which certain commercial projects can be financed pursuant to the terms of the Development Corporation Act of 1979, as amended (the "Act"); and WHEREAS, Texas Benchmark Inns (the "Company") desires to construct a certain commercial facility (the "Project") within the Unit to be financed by Industrial Development Bonds .issued by the Issuer; and WHEREAS, the Project is located within the EBS and the Company has represented to the Unit and to the Issuer that (a) the Company has no present intention of disposing of or abandoning the Project, (b) the Company has no present intention of directing the Project to a use other than the purposes represented to the Unit, and (c) the Company will not, during the life of the Bond, direct the Project to a use not authorized within the EBA, and; WHEREAS, in accordance with Section 103(k) of the Internal Revenue Code of 1954, as amended, and the Rules of the Texas Economic Development Com- mission promulgated pursuant to the Act, a public hearing was held on November 8, 1983, by the City Council of the Unit, after notice thereof hav- ing been posted in accordance with law, to take comments from the public regarding the suitability of the Project; and THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, THAT: Section 1. The "Resolution Authorizing Georgetown Industrial Development 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," adopted by the Issuer on December 13, 1983, a copy of which is attached hereto as Exhibit "AU and made a part hereof for all purposes, providing for the issuance of "Georgetown Industrial Development Corporation Industrial Develop- ment Revenue Bonds (Texas Benchmark Inns Project) Series 1983, in the original principal amount of $2,500,000, is hereby specifically approved. Section 2. The approval herein given is in accordance with the provisions of Section 25(f) of the Act and is not to be construed as any undertaking by the Unit, and the Bonds shall never constitute an indebtedness or pledge of the Unit, 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 Issuer, the Unit, or the State of Texas except those revenues assigned and pledged by the Resolution. Section 3. The programs and expenditures authorized and contemplated by the aforesaid documents are hereby in all respects approved. Section 4. The Mayor and the City Secretary of the Unit and the other officers of the Unit are hereby authorized, jointly and severally to execute and deliver such endorsements, instruments, certificates, documents, or papers necessary and advisable to carry out the intent and purposes of this Resolution. Section 5. The City Council of the Unit hereby finds that the Project: (a) is located within the EBA: (b) will contribute significantly to the fullfillment of the redevelop- ment objectives of the Unit for the EBA; (c) is in furtherance of the public purposes of the Act; (d) conforms to any and all limitations prescribed by the EBA Resolution; and (e) will contribute to the economic growth and stability of the Unit by increasing and stabilizing employment opportunity, significantly increasing or stabilizing the property tax base and promoting commerce within the Unit in the State of Texas. Section 6. After the notice and public hearing referred to above, the City Council of the Unit hereby approves the Project. Section 7. After the notice and public hearing referred to above, the City Council of the Unit hereby approves the form of the financing of the Project pursuant to Section 103(k) of the Internal Revenue Code of 1954, as amended. READ, PASSED AND APPROVED this 13th day of December, 1983. _U_ C. Lic OR ATTEST: CC 1r^ CITY SECRETARY /09 EXHIBIT "A" RESOLUTION AUTHORIZING GEORGETOWN INDUSTRIAL DEVELOPMENT 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 "Issuer"), 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 employment 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 "Resolution 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 Ckty 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"), be- tween 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 "Mortgate") from the Company to James H. Albert, as Mortgate Trustee for the sue 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: Section 1. 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 commercial 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 Unity by (a) increasing or stabilizing employment opportunity; (b) significantly increasing or stabilizing the property tax base; and (c) promoting commerce within the Unit and the State of Texas; (iii) The Project sought to be financed pursuant to the Agreement is in furtherance of the public purposes of the Act; and (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 approve 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 Assistant 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. 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, construct- ing 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 Assistant 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 substantially 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 Assistant 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 (not inconsistent with provisions of this,. Resolution) heretofore taken by the Board and officers of the Issuer directed toward the financ- ing 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 conformity with the Act, if necessary, or reasonably required to effectuate the issuance of fl/ 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 con- summating the transaction contemplated by the Bonds, the Initial Resolution, this Resolution, the Agreement, the Indenture, the Guaranty Agreement, the Memorandum, and the Mortgate 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 APPROVE THIS 13th day of December, 1983 0. - U Mayo ATTEST: City Secretary