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HomeMy WebLinkAboutORD 89-6 ORDINANCE NO. 89- ENTITLED "AN ORDINANCE APPROVING THE PURPOSES AND ACTIVITIES OF THE TYRRELL HISTORICAL LIBRARY ASSOCIATION, INC. , THE TYRRELL HISTORICAL LIBRARY PROJECT, THE ISSUANCE OF $1,000, 000 OF TYRRELL HISTORICAL LIBRARY ASSOCIATION, INC. , MASTER SUBLEASE PURCHASE AGREEMENT CERTIFICATES OF PARTICIPATION AND THE AUTHORIZING OF THE EXECUTION AND DELIVERY OF, OR APPROVAL BY THE CITY OF BEAUMONT OF, THE FACILITY LEASE, MASTER SUBLEASE, THE INDENTURE, FINAL OFFICIAL STATEMENT AND PURCHASE CONTRACT AND OTHER NECESSARY DOCUMENTS. " WHEREAS, the City of Beaumont, Texas (the "City") , a municipal corporation and political subdivision of the State of Texas (the "State") , duly organized and existing as a home rule city under the provisions of Article XI of the Constitution of the State and the Charter of the City adopted December 6, 1947 and amended from time-to-time thereafter (the "Charter") , and the Tyrrell Historical Library Association, Inc. (the "Corporation") , a nonprofit corporation duly organized and existing under the laws of the State, have determined that it is in the best interest of the City and the citizens and inhabitants of the City to construct, renovate and improve certain real property and/or otherwise acquire and install certain personal property for the purpose of expanding the beneficial use of the Tyrrell Historical Library (the "Tyrrell Historical Library Project") , which is to be located on certain real property presently owned by the City (the "Site") ; and WHEREAS, in order to accomplish the foregoing, the City and the Corporation will enter into a certain Facility Lease Agreement (the "Facility Lease") , dated as of January 15, 1989, and the Corporation and the City will enter into an annually terminable Master Sublease Purchase Agreement (the "Master Sublease") , dated as of January 15, 1989; and d - C1�- - 9 WHEREAS, pursuant to the Facility Lease, the Corporation will lease the Site from the City and pursuant to the Master Sublease and the City will sublease from the Corporation the Tyrrell Historical Library Project, including the Site, the improvements thereto financed in part by the proceeds of the Certificates (hereinafter defined) together with certain equipment therefor (collectively hereinafter referred to as the "Sublease Property") ; and WHEREAS, pursuant to the Master Sublease, subject to the right of the City to terminate the Master Sublease, the City will pay certain Base Rentals and Additional Rentals (as those terms are defined in the Master Sublease) as consideration for the City's right to use the Sublease Property; and WHEREAS, pursuant to a Indenture of Trust and Security Agreement (the "Indenture") , by and between the Corporation and Texas Commerce Bank National Association, as trustee (the "Trustee") , dated as of January 15, 1989, the Corporation's security interest in the Equipment (as defined in the Master Sublease) the Corporation's right to receive the Base Rentals and Additional Rentals and the Corporation's pledge of certain other revenues as provided therein will be absolutely and unconditionally assigned to the Trustee under the Indenture; and WHEREAS, pursuant to the Indenture, the "Tyrrell Historical Library Association, Inc. Master Sublease Purchase Agreement Certificates of Participation" (the "Certificates") will be executed and delivered by the Corporation and authenticated by the Trustee pursuant to the Indenture. -2- NOW THEREFORE, BE IT ORDAINED BY THE CITY OF BEAUMONT, TEXAS, THAT: Section 1. The City hereby approves the purposes and activities of the Tyrrell Historical Library Association, Inc. , which nonprofit corporation will sublease the Sublease Property, including the Tyrrell Historical Library Project, pursuant to the Master Sublease to the City. The City further hereby approves the nature and purpose of the Tyrrell Historical Library Project and the issuance by the Corporation of the aggregate principal amount of $1,000, 000 Tyrrell Library Association, Inc. , Master Sublease Purchase Agreement Certificates of Participation. The approvals herein contained are intended to be in compliance with the requirements of the Internal Revenue Service Revenue Procedure 82-26 and provide the basis for permitting the Corporation to act for and on behalf of the City with respect to the Corporation's issuance of the Certificates, the completion of the Tyrrell Historical Library Project and such other purposes and activities that are contemplated herein. Section 2 . The execution, delivery and performance of the Facility Lease, the Master Sublease and the Purchase Contract, by and between the Corporation, the City and Ehrlich, Bober & Company, Inc. dated January 31, 1989 (the "Purchase Contract") , and the delivery of the Final Official Statement to be delivered the date of execution of the Purchase Contract by the City, relating to the Corporation, the -3- City and the Certificates (hereinafter referred to as the "Official Statement") , be and the same are hereby authorized. The Facility Lease, the Master Sublease, the Purchase Contract and the Official Statement shall be in substantially the form attached hereto as Exhibit A, B, C and D, respectively, subject to such changes, insertions or omissions as may be approved by the parties thereto. The Mayor and the Clerk of the City are hereby authorized to execute and deliver the Facility Lease, the Master Sublease and the Purchase Contract, and such execution is hereby authorized and shall be conclusive evidence of any such approval by the City. Section 3 . The execution and delivery of the Indenture in substantially the form to be attached hereto as Exhibit E by the parties thereto is hereby approved. Section 4. From and after the execution and delivery of the Certificates and the documents, certificates or instruments hereinabove authorized, the proper officers, directors, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions thereof and are further authorized to take any and all further action to execute and deliver any and all other documents as may be necessary in order to successfully complete the Tyrrell Historical Library Project. -4- Section 5. The City covenants for the benefit of the holders of the Certificates authorized herein that it will not make any use of the proceeds of such obligations, any funds reasonably expected to be used to pay the principal of or interest on such obligations or any other funds of the City, and will not make any use of the Tyrrell Historical Library Project which would cause the interest on the Certificates to become subject to Federal income taxation under the Internal Revenue Code of 1986 (the "Code") (except for the alterna- tive minimum tax imposed on corporations by Section 55 of the Code and except for the environmental tax imposed on corporations by Section 59A of the Code) or subject the Corporation to any penalties under Section 148 of the Code, and that it will not take any action or omit to take any action with respect to the Certificates, the proceeds thereof or the Tyrrell Historical Library Project if such action or omission would cause the interest on the Certificates to become subject to Federal income taxation under the Code (except for the alternative minimum tax imposed on corporations by Section 55 of the Code and except for the environmental tax imposed on corpo- rations by Section 59A of the Code) or subject the Corporation to any penalties under Section 148 of the Code. The foregoing covenants shall remain in full force and effect notwithstanding the defeasance of the Certificates or any other provision hereof until the date which is 60 days after the final maturity date or earlier prior redemption date thereof. -5- Section 6. The City hereby approves the funding in whole or in part of (i) the Base Rentals and Additional Rentals (as defined in the Master Sublease) that are due and payable during the City's fiscal year ending September 30, 1989, and (ii) any costs of issuance of the Certificates that are not paid from the proceeds of sale of the Certificates, from the $860,500 previously appropriated for the Tyrrell Historical Library Project pursuant to Ordinance No. 88-86. Section 7. The proper notice has been posted in accordance with Article 6252-17 Vernons Annotated Texas Statutes. This ordinance shall become effective immediately upon its passage by the City Council of the City of Beaumont, Texas. Passed by the City Council of the City of Beaumont, Texas, this the f / day of February, 1989. Audwin Samuel Mayor-Pro-Tem -6- I, ROSEMARIE CHIAPPETTA, Clerk of the City of Beaumont, - located in 1)6:7d 6(In,-, tii7 , Texas, HEREBY CERTIFY as follows: 1. A meeting of the City Council of the City of Beaumont was duly held on /-2 jar u,�,?,1 % 1989, and minutes of such meeting have been duly recorded in Volume Z&J, pgs. —51�7 to �_3 , of the Minute Book kept by me in accordance with law for the purpose of recording the minutes of meetings of the City Council of the City of Beaumont. 2 . I have compared the attached extract with such minutes so -recorded and such extract is a true and correct copy of such minutes and of the whole thereof insofar as such minutes relate to matters referred to in such extract. 3 . Such minutes correctly state the time when such meeting was convened and the place where such meeting was held and the mer,bers of the City Council who attended such meeting. 4 . Notice of such meeting was given as prescribed by law and such meeting was open to all persons who were entitled by law to attend such meeting. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Beaumont, Texas, this -P day of February, 1989. f r Rosema ie Chiappet a (SEAL) Title: City Clerk