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HomeMy WebLinkAboutRES 84-129 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL APPROVING THE ISSUANCE OF BONDS BY THE BEAUMONT INDUSTRIAL DEVELOPMENT CORPORATION TO FINANCE A PROJECT FOR CROSSROADS PROPERTIES WHEREAS, by Resolution, the City Council (the "Governing Body") of the City of Beaumont, Texas (the "Unit") , authorized and approved the creation of the Beaumont Industrial Development Corporation (the "Issuer") as a non-profit industrial development corporation under the provisions of the Development Corporation Act of 1979, Article 5190.6, Vernon's Annotated Texas Civil Statutes, as amended (the "Act") ; and WHEREAS, by Resolution of the Issuer adopted on March 30 1984 (the "Bond Resolution") , the Issuer authorized and approved the sale and delivery of its revenue bonds, styled "Beaumont Industrial Development Corporation Industrial Development Revenue Bonds, Series 1984 (Crossroads Properties Project)" (the "Series 1984 Bonds") , to finance the cost of certain facilities (the "Project") as described within the Bond Resolution and the exhibits attached thereto, and a copy of said Bond Resolution is attached hereto and fully incorporated herein by reference; and WHEREAS, the Governing Body hereby finds and determines that the issuance of the Series 1984 Bonds to finance the Project will accomplish the specific purposes for which the Issuer was created and is in furtherance of the public purposes of the Act; and WHEREAS, in accordance with the terms of the Bond Resolution of the Issuer, a copy of which is attached hereto and fully incorporated herein by reference, the Issuer now desires to sell and provide, upon satisfaction of all conditions contained therein, for the issuance and sale of the Series 1984 Bonds; and WHEREAS, the Act provides that the Governing Body must, by written Resolution adopted no more than sixty (60) days prior to the date of the delivery of the Bonds, specifically approve the Bond Resolution of the Issuer providing for the issuance of the Series 1984 Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT, TEXAS, THAT: Section 1. The Bond Resolution of the Issuer providing for the sale and issuance of the Bonds, substantially in the form attached hereto is hereby approved; provided, however, notwithstanding any provision of the Bond Resolution to the contrary, Bonds in an amount not exceeding $6,000,000 only are approved hereby. Section 2. The Governing Body hereby finds and determines as follows: (a) That the issuance of the Bonds to finance the project will accomplish the specific public purposes for which the Issuer was created; and (b) That a public hearing with respect to a certain written Resolution pertaining to the approval by the Governing Body of the issuance by the Beaumont Industrial Development Corporation of its certain Bonds was held following publication of notice in compliance with Section 103(k) of the Code; and (c) That after posting notice and holding a public hearing in accordance with Section 103(k) of the Code the Project is hereby approved; and (d) That the Project will have an impact on increasing employment within the boundaries of the Unit and is in furtherance of the public purposes of the Act; and (e) That the Project will significantly contribute to the fulfillment of the overall redevelopment objectives of the Unit for the Eligible Blighted Area; and (f) That the Project conforms to the Project Approval Standards specified in Rule .002(b) (8) and (b) (9)(B) of the Texas Economic Development Commission's Rules for Issuing Industrial Development Revenue Bonds. Section 3. The Governing Body has considered evidence of the posting of notice of this meeting and officially finds, determines, recites and declares that a sufficient written notice of the date, hour and place of this meeting, and of the subject of this Resolution, was posted on a bulletin board at a place convenient to the public in the City Hall of the Unit for at least 72 hours preceding the convening of such meeting; such place of posting was readily accessible to the general public at all times from such time of posting until the convening of such meeting; and such meeting was open to the public as required by law at all times during which the Resolution and the subject matter thereof were discussed, considered and formally acted upon, all as required by the Open Meetings Law, Article 6252-17, Vernon's Annotated Texas Civil Statutes, as amended. Section 4. A copy of the caption of this Resolution shall be spread upon the minutes of the Governing Body. PASSED BY TIDE CITY COUNCIL OF THE CITY OF BEAUMONT this the day of April, 1984. — ''ayor — RESOLUTION AUTHORIZING BEAUMONT INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1984 (CROSSROADS PROPERTIES PROJECT) ; A LOAN AGREEMENT; AN INDENTURE OF TRUST; AND OTHER MATTERS IN CONNECTION THEREWITH Pursuant to the Development Corporation Act of 1979, Article 5190.6, Vernon's Annotated Texas Civil Statutes, as amended (the "Act") , the Beaumont Industrial Development Corporation (the "Issuer"), on behalf of the City of Beaumont, Texas (the "Unit") , is empowered to finance the cost of projects to promote and develop commercial and other related enterprises in an Eligible Blighted Area, as defined in the Act, to promote and encourage employment and the public welfare by the issuance of obligations of the Issuer, which projects will be inside the boundaries of the Unit and within the area designated as an Eligible Blighted Area; WHEREAS, Crossroads Properties (the "User"), a Texas general partnership, acting by and through Frank A. Adams and Doak C. Proctor, III, Managing Partners, has requested the Issuer to finance the cost of acquiring, constructing, reconstructing, improving or expanding, as the case may be, a certain commercial project (the "Project") ; and WHEREAS, on December 20, 1983, the Issuer adopted a certain "Resolution Concerning Issuance of Bonds to Finance a Project for Crossroads Properties" (the "Inducement Resolution") , a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, there have been presented to the Issuer proposed forms of each of the following: 1. Loan Agreement, dated as of April 1, 1984 (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 April 1, 1984 (the "Indenture") , between the Issuer and Allied Merchants Bank, Trustee (the "Trustee"); 3. Deed of Trust, Security Agreement, Assignment of Rents and Financing Statement, dated as of April 1, 1984 (the "Deed of Trust") , by and between the User and the Mortgage Trustee designated therein; and 4. Guarantee Agreement, dated as of April 1, 1984 (the "Guarantee Agreement") , executed by Doak C. Proctor, III, Frank A. Adams, Rodgers E. Ellis, Charles D. Foxworth, Jack B. Osborne, William D. White and Thomas Maness, as Guarantors (the �. "Guarantors") of all of the obligations of the User pertaining to the Note, the Indenture, the Deed of Trust and the Bonds; NOW, THEREFORE, be it resolved by the Board of Directors of the Beaumont Industrial Development Corporation (the "Board") that: Section 1. Based solely upon the representations made to the Board and to the Texas Economic Development Commission by the User, it appears and the Board hereby finds that: A. The Project is hereby approved and is required or suitable for the promotion of commercial development and expansion; and B. The Project will have an impact on increasing employment within the boundaries of the Unit and is in furtherance of the public purposes of the Act. Section 2. The Board hereby approves the Agreement in the form and substance presented to the Board and the President or any Vice President of the Issuer is hereby authorized and directed, for and on behalf of the Issuer, to take, sign and otherwise execute the Agreement, and the Secretary or any assistant secretary of the Issuer is hereby authorized and directed 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 $6,000,000 are hereby authorized to be issued by the Issuer for the purpose of paying the cost of acquiring, constructing, reconstructing, improving or expanding, as the case may be, the Project. The Board hereby approves the Indenture, with the Form of Bond attached thereto, and substantially in the- form and substance presented to the Board, and the President or any Vice President of the Issuer is authorized and directed 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 Bond shall be as set forth in the Indenture. Section 4. 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 5. The initial sale of the Bonds to Allied Bank �.r Beaumont, N.A. (the "Purchaser") , at a price equal to one hundred (1000 percent of the principal amount of $6,000,000 is hereby authorized and approved. Section 6. 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 7. The President or any Vice President or the Secretary 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 8. All actions heretofore taken by the Board and officers of the Issuer not inconsistent with the provisions of this Resolution, directed toward the financing of the Project and the issuance of the Bonds, be and the same hereby are ratified, approved and confirmed. The President or any Vice President of the Issuer is hereby authorized to approve such changes in the documents authorized by this Resolution and which shall be deemed necessary and appropriate and not contrary to the general tenor thereof. Section 9. After any of the Bonds are issued, this Resolution (together with any subsequent resolutions pertaining to the issuance of the Bonds) shall be and remain irrepealable until the Bonds and all interest thereon shall have been fully paid or provisions for payment made pursuant to the Indenture. Section 10. If any section, paragraph, clause or provision of this Resolution or the Inducement Resolution, attached hereto and incorporated herein by reference, 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. PASSED AND APPROVED this the 30 ie_ day of M rch, 1 84. Y j s Directors of Beaumont Industrial Development Corporation