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HomeMy WebLinkAboutRES 82-452 yc- r.2- RESOLUTION APPROVING RESOLUTION BY THE BEAUMONT INDUSTRIAL DEVELOPMENT CORPORATION PROVIDING FOR THE ISSUANCE OF BEAUMONT INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (RELAY DEVELOPMENT COMPANY PROJECT) SERIES 1982 WHEREAS, the Beaumont Industrial Development Corporation (the "Issuer" ) was created by the City of Beaumont, Texas (the "Unit" ) pursuant to the provisions of the Development Corporation Act of 1979, Article 5190.6, Vernon' s Texas Civil Statutes, as amended (the "Act" ) ; and WHEREAS, it is deemed necessary and advisable that this Resolution be adopted; THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT, TEXAS THAT: Section 1. The Resolution Authorizing Beaumont Industrial Development Corporation Industrial Development Revenue Bonds (Relay Development Company Project) Series 1982 ; a Loan Agreement; an Indenture of Trust; a Guarantee Agreement; Acceptance of a Deed of Trust; a Collateral Assignment; and Other Matters in Connection Therewith, adopted by the Issuer on December 6, 1982 (the "Resolution" ) , a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, 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 such bonds shall never contitute an indebtedness or pledge of the Unit, or the State of Texas, within the meaning of any constitutional or statutory provision, and the holder of such bonds shall never be paid in shole 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, City Secretary, and the other officers of the City of Beaumont, Texas are hereby authorized, jointly and severally to execute and deliver • v such endorsements, instruments, certificates, documents, or papers necessary and advisable to carry out the intent and purposes of this Resolution. PASSED AND APPROVED this Mayor ATTEST: City Secretaryl (SEAL) -2- RESOLUTION AUTHORIZING BEAUMONT INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (RELAY DEVELOPMENT COMPANY PROJECT) SERIES 1982 A LOAN AGREEMENT; AN INDENTURE OF TRUST; A GUARANTEE AGREEMENT; ACCEPTANCE OF A DEED OF TRUST; A COLLATERAL ASSIGNMENT; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, pursuant to the Development Corporation Act of 1979, Article 5190 .6, Vernon' s Texas Civil Statute, as amended (the "Act" ) , the Beaumont Industrial Development Corporation (the "Issuer" ) , on behalf of the City of Beaumont (the "Unit" ) , is empowered to issue bonds for the purpose of defraying the cost of any "project" defined as such by the Act; WHEREAS, the Act defines "project" to include land, buildings, equipment, facilities, and improvements that are (i) located in areas designated by the Unit as blighted or economically depressed, pursuant to the Act and the rules of the Texas Industrial Commission, and (ii) found by the board of directors of the Issuer to be required or suitable for the promotion of commercial development and expansion and in furtherance of the public purpose of the Act, or for use by Commercial enterprises; WHEREAS, pursuant to the act and the rules of the Commission, the Unit has designated a certain area within the boundaries of the Unit as a blighted or economically depressed area (the "Eligible Blighted Area" ) ; WHEREAS, Relay Development Company, a Texas corporation (the "User" ) , has requested the Issuer to finance the cost of acquiring, constructing, reconstructing, improving, or expanding, as the case may be, a commercial project (the "Project" ) within the Boundaries of the Eligible Blighted Area; WHEREAS, on August 30 , 1982, the Issuer adopted a "Resolution Prescribing the Form and Substance of an Agreement to Issue Bonds; Authorizing the Execution of such Agreement; and Containing Other Provisions Relating to the Subject" (the "Initial Resolution" ) ; WHEREAS, in order to finance the Project, the Issuer proposes Corporation Industrial yDevelopmentoRevenues Development y (Relay Development Company Project) Series 1982" (the "Bonds" ) ; and WHEREAS, there have been presented to the Issuer proposed forms of each of the following: 1. Loan Agreement, dated as of December 1,1982, (the "Agreement" ) , between the Issuer and the User, including a promissory note from the User to the Issuer in the principal amount of the Bonds (the "Note" ) ; 2 . Indenture of Trust, dated as of December 1, 1982 (the "Indenture" ) , between the Issuer and Allied Merchants Bank (the "Trustee" ) ; 3 . Guarantee Agreement, dated as of December 1, 1982 (the "Guarantee Agreement" ) , among J. A. Cardwell, Gilbert R. Russell; Sam 0. Smith, and Detlef Reck, (the "Guarantors" ) , the Trustee and the Issuer; 4. Deed of Trust and Security Agreement, dated as of December 1, 1982, (the "Deed of Trust" ) from the User to the Issuer; 5 . Collateral Assignment and Security Agreement, dated as of December 1, 1982 Assignment" ) from the Issuer to the Trustee. THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BEAUMONT INDUSTRIAL DEVELOPMENT CORPORATION THAT: Section 1. Based solely upon the representations made to the Board of Directors (the "Board" ) and to the Texas Industrial Commission by the User, it appears and the Board hereby finds that: A. The Project is suitable for the promotion of commercial development and expansion and for the use by commercial enterprises; and B. Additionally: (i ) The Project will have an impact of increasing employment within the Unit' s boundaries and within the Eligible Blighted Area; and A - 2- cc ,+� -2- the Project is in furtherance of the public purposes of the Act. Section 2 . The Board hereby approves the Agree- ment in substantially the form and substance presented to the Board and the President or Vice President is hereby authorized and directed, for and on behalf of the Issuer, date, sign, and otherwise execute the Agreement, and the Secretary or any Assistant Secretary 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 ina be issued principal e amount of $2 ,800, 000 are authoriz ed to constructing, purpose of paying the cost of acquiring, reconstructing, improving, or expanding,v sthhe Indenture bin the Project. The Board hereby approves substantially the form and substance presented to the Board and the President or 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 Thef details are ofh the Bonds authorize deliver be as set the Indenture. forth in the Indenture. Section 4. The Board hereby approves the Guarantee Agreement in substantially the form and substance presented to the Board and the President or Vice President is authorized and directed, for and on behalf of the Issuer, to date, sign, or otherwise execute the Guarantee Agreement and the Secretary or any Assistant Secretary is hereby authorized to att s cthe officers Guarantee are Agreement on behalf of the Issuer, and hereby authorized to deliver the Guarantee Agreement. Section 5 . The Board hereby approves the Deed of Trust in substantially the form and substance presented to the Board and the President or Vice President is a t odated and directed, for and on behalf of the Issuer, sign, or otherwise execute the Deed of Trust and the Secretary or any Assistant Secretary is hereby authorized to attest the Deed of Trust on behalf of the Issuer, and such officers are hereby authorized to deliver the Deed of Trust. -3- 2 Section b . The Board hereby approves the Collateral Assignment in substantially the form and substance presented to the Board and the President or Vice President is authorized and directed, for and on behalf of the Issuer, to date, sign, or otherwise execute the Collateral Assignment and the Secretary or any Assistant Secretary is hereby authorized to attest the Collateral Assignment on behalf of the Issuer, and such officers are hereby authorized to deliver the Collateral Assignment. Section 7. The President and 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 84 Allied Merchants Bank, Port Arthur, Texas is hereby appointed as Trustee under the Indenture thereby serving as Registrar and Paying Agent under the terms of the Indenture. Section 9 . The President, the Vice President, or the Secretary is hereby authorized to execute and deliver to the Trustee the written order of the Issuer of the authen- tication 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 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 conformity 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, including without limitation, the execution and delivery of any closing documents in connection with the issuance of the Bonds . Section 12 . The officers executing the documents approved by this Resolution are authorized to approve such changes to said documents as are necessary and appropriate and not contrary to the general tenor thereof. '-d'�-- -Z - - - Section 13 . 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 14 . If any section, paragraph, clause, provision of the Resolution shall be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, 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 or interest coupons appertaining thereto 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. PASSED AND APPROVED President ATTEST: Secretary (SEAL) p -5-