Loading...
HomeMy WebLinkAbout19110 RES - 12/03/1985RESOLUTION APPROVING PROJECT WITH RESPECT TO CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (DURRILL AND WILLIAMS, INC. PROJECT) SERIES 1985 AND APPROVING RESOLUTION BY CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION PROVIDING FOR THE ISSUANCE OF SUCH BONDS; ALL MATTERS RELATED THERETO; AND DECLARING AN EMERGENCY WHEREAS, the creation of the Corpus Christi Industrial Development Corporation (the "Issuer") was approved by the City of Corpus Christi, 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"); WHEREAS, pursuant to the Act, the Issuer, on behalf of 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 Economic Development Commission (the "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, or for use by commercial enterprises in furtherance of the public purposes of the Act; WHEREAS, pursuant to the Act and the rules of the Commission, the Unit, by Resolution duly adopted on March 3, 1982, has designated a certain area within the boundaries of the Unit as a blighted or economically depressed area (the "Eligible Blighted Area"); WHEREAS, Durrill and Williams, Inc. (the "User") has requested the Issuer to finance the cost of a project (the "Project") consisting of certain land, buildings, equipment, facilities, and improvements within the boundaries of the Eligible Blighted Area; WHEREAS, the Issuer has found the Project to be required or suitable for the promotion of commercial development and expansion, or for use by commercial enterprises in furtherance of the public purpose of the Act; WHEREAS, there has been presented to the City Council of the Unit (the "Governing Body") a description of the Project, a copy of which is attached hereto as Exhibit A. 1911 MICROFILMED WHEREAS, pursuant to Section 103(k) of the Internal Revenue Code of 1954, as amended (the "Code"), the Issuer will conduct a public hearing following reasonable public notice with respect to the captioned bonds (the "Bonds") and the captioned project; WHEREAS, in order to satisfy the requirements of Section 103(k) of the Code, it is necessary for the applicable elected representative of the Unit to approve the Bonds after the public hearing is conducted; WHEREAS, Section 25(f) of the Act requires that the governing body of the Unit approve the resolution of the Issuer providing for the issuance of the bonds no more than 60 days prior to the delivery of the Bonds; 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 CORPUS CHRISTI, TEXAS THAT: Section 1. Based upon the representations made to the Governing Body by the User, it appears and the Governing Body hereby finds that: A. The Project will contribute significantly to the fulfillment of the redevelopment objectives of the Unit for the Eligible Blighted Area; and B. The Project is in furtherance of the public purposes of the Act. Therefore, pursuant to Rule 107.2(b)(9)(A)(iv)(II) of the Commission, the Governing Body approves the Project in substantially the form set forth in the description of the Project attached hereto as Exhibit A. Section 2. The Resolution Authorizing the Issuance of Corpus Christi Industrial Development Corporation Industrial Development Revenue Bonds (Durrill and Williams, Inc. Project) Series 1985; A Loan Agreement; An Indenture of Trust; Making certain Findings and Determinations; Authorizing the Execution of Documents and Instruments Necessary or Convenient to Finance the Project and Other Matters in Connection Therewith, adopted by the Issuer on December 3, 1985 (the "Issuer Resolution"), a copy of which is attached hereto as Exhibit B and made a part hereof for all purposes, is hereby specifically approved. -2- Section 3. The Assignment pursuant to Vernon's Ann. Civ. St. Article 5190-9 §4 to the Issuer of its allocation of the authority of the State of Texas to issue tax-exempt private activity bonds during the calendar year, as determined under Section 103 of the Code, in the amount of $1,600,000 is hereby approved. Section 4. The approvals herein given in accordance with Section 25(f) of the Act and the rules of the Commission, and the approval of the applicable elected representative of the Unit to be given in accordance with Section 103(k) of the Code, are 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 holder 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 Issuer Resolution. Section 5. The programs and expenditures authorized and contemplated by the Issuer Resolution are hereby in all respects approved. Section 6. The Mayor and 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 7. Upon the written request of the Mayor or five City Council members, copy attached, to find and declare an emergency due to the immediate need for efficient and effective administration of City affairs by approving the issuance of the aforementioned Bonds, such finding of an emergency is made and declared requiring suspensions of the Charter rule as to consideration and voting upon ordinances or resolutions at three regular meetings so that this Resolution is passed and shall take effect upon first reading as an emergency this the 3rd day of December, 1985. PASSED AND APPROVED this 3rd day of December, 1985. J -Bni,'rrer- Junes-r-Mayar- Jack Best, Mayor Pro Tem -3- ATTEST: Armando Chapa, 4j4etary (SEAL) APPROVED: `i,„/ DAY OF k€r8ER,R 1985 -4- EXHIBIT A DESCRIPTION OF DURRILL AND WILLIAMS, INC. PROJECT The Durrill and Williams, Inc. Project (the "Project") is owned by Durrill and Williams, Inc., a Texas corporation and shall be leased to the local Anheuser Busch distributor, Williams Wholesalers, Inc., a Texas corporation. The site for the Project was purchased by Durrill and Williams, Inc. on September 7, 1982. The Project consists of construction and equipping of a 22,000 square foot refrigerated warehouse facility plus 8,000 square feet of related office space. The Project shall also include the construction and equipping of a 25,000 square foot loading dock, a 3,600 square foot shop and mechanical building, a rail spur, and related landscaping and site work. 01838-0101 A-3. EXHIBIT B RESOLUTION AUTHORIZING THE ISSUANCE OF CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (DURRILL AND WILLIAMS, INC. PROJECT) SERIES 1985; A LOAN AGREEMENT; AN INDENTURE OF TRUST; MAKING CERTAIN FINDINGS AND DETERMINATIONS; AUTHORIZING THE EXECUTION OF DOCUMENTS AND INSTRUMENTS NECESSARY OR CONVENIENT TO FINANCE THE PROJECT AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, pursuant to the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, as amended (the "Act"), Corpus Christi Industrial Development Corporation (the "Issuer"), on behalf of the City of Corpus Christi, Texas, (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 Economic Development Commission (the "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, or for use by commercial enterprises in furtherance of the public purposes of the Act; WHEREAS, pursuant to the Act and the rules of the Commission, the Unit, by Resolution duly adopted on March 3, 1982, has designated a certain area within the boundaries of the Unit as a blighted or economically depressed area (the "Eligible Blighted Area"); WHEREAS, Durrill and Williams, Inc., 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, pursuant to Section 103(k) of the Internal Revenue Code of 1954, as amended (the "Code"), a public hearing, following published public notice thereof, will be held by the Issuer on December 12, 1985 at which time the Project and the issuance of the Bonds will be considered; and WHEREAS, there have been presented to the Issuer proposed forms of each of the following: 1. Loan Agreement, dated as of December 1, 1985 (the "Agreement"), between the Issuer and the User, including a promissory note from the User to the Trustee in the principal amount of the bonds (the "Note"); 2. Indenture of Trust, dated as of December 1, 1985 (the "Indenture"), between the Issuer and National Bank of Commerce of San Antonio, San Antonio, Texas (the "Trustee"); THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION THAT: Section 1. Based solely upon the representations made to the Board of Directors (the "Board") and to the Commission by the User, the Board hereby determines and 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 (ii) The Project is in furtherance of the public purposes of the Act. Section 2. The Board hereby approves 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 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 $1,600,000 are authorized to be issued 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 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 on behalf of the Issuer, and such officers are hereby authorized to deliver the Indenture. - 2 - • Section 4. The Board hereby approves the Bonds in substantially the form and substance set forth in the Indenture and the President or any Vice President and the Secretary or any Assistant Secretary are hereby each authorized and directed, for and on behalf of the Issuer, to execute the Bonds, or have their facsimile signatures placed upon the Bonds, and each is hereby authorized and directed to be affixed or placed in facsimile on the Bonds. Section 5. The National Bank of Commerce of San Antonio, San Antonio, Texas is hereby appointed as Trustee under the Indenture thereby serving as Registrar and Paying Agent under the terms of the Indenture. Section 6. The sale of the Bonds to National Bank of Commerce of San Antonio, San Antonio, Texas at a price of 100% of the principal amount of the Bonds is hereby authorized and approved. Section 7. The President, any Vice President, or the Secretary or any Assistant Secretary is hereby authorized to execute and deliver to the Trustee the written order of the Issuer for the authentication and delivery of the Bonds by the Trustee in accordance with the Indenture. Section 8. 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 shall be and the same hereby is ratified, approved, and confirmed. Section 9. The officers of the Issuer shall take all action in conformity with the Act 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, and this Resolution, including without limitation, the execution and delivery of any closing documents in connection with the issuance of the Bonds. Section 10. 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. Section 11. After any of the bonds are issued, this Resolution shall be and remain irrepealable until the Bonds and interest thereon shall have been fully paid or provisions for payment shall have been made pursuant to the Indenture. Section 12. If any section, paragraph, clause, or provision of the Resolution shall be held to be invalid or unenforceable, the invalidity or unenforceability of such - 3 - 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. PASSED AND APPROVED this 3rd day of December, 1985. ATTEST: Armando Chapa, Secretary (SEAL) 01838-0101 Joe A. McComb, President - 4 - • Corpus Christi, Texas 3,44 day of /®.�r.4...wa.4.1- , 1985— TO 985 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance or resolution, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances or resolutions at three regular meetings; I/we, therefore, request that you suspend said Charter rule and pass this ordinance or resolution finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, MAYOR PRO TE THE CITY OF CORPUS CHRISTI, TEXAS Council Members The above ordinance was passed by the following vote: Luther Jones Dr. Jack Best David Berlanga, Sr. Leo Guerrero Joe McComb Frank Mendez Bill Pruet Mary Pat Slavik Linda Strong 19110