HomeMy WebLinkAboutOrdinance-1988-0780ORDINANCE NO. 780
INTRODUCED BY: COUNCILMEMBER MERKL
AN ORDINANCE PROVIDING FOR THE FINANCING BY THE CITY OF
WHEAT RIDGE, STATE OF COLORADO OF A MANUFACTURING
FACILITY; AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF
MULTI-MODAL INTERCHANGEABLE RATE INDUSTRIAL DEVELOPMENT
REVENUE BONDS (LEAF, INC. PROJECT) SERIES 1988; AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN
AGREEMENT, A TRUST INDENTURE, A PLACEMENT AGREEMENT, AND
A REMARKETING AND INTEREST SERVICES AGREEMENT AND
RELATED DOCUMENTS.
WHEREAS, the City of Wheat Ridge, State of Colorado (the
"Issuer") is a body politic and corporate and a political
subdivision of the State of Colorado (the "State");
WHEREAS, the Issuer, pursuant to the County and
Municipality Development Revenue Bond Act, Title 29, Article 3,
Part 1, C.R.S. 1973, as amended (the "Act"), is authorized and
empowered to issue its revenue bonds for the purpose of providing
funds to promote industry and develop trade or other economic
activity by inducing profit or nonprofit corporations, federal
governmental offices, hospitals, and agricultural, manufacturing,
industrial, commercial, or business enterprises to locate, expand
or remain in the State, to secure and maintain a balanced and
stable economy in all parts of the State, or to further the use
of its agricultural products or natural resources;
WHEREAS, the Issuer adopted an ordinance on August 8,
1988 to induce Leaf, Inc., a Delaware corporation (the
"Company"), to effect and undertake the installing and equipping
of a one story building of cement block construction having
approximately 97,000 square feet, located in the City of Wheat
Ridge, Colorado, to be used by the Company for the manufacture of
candy and confectionary products, and all fixtures, equipment and
appurtences necessary thereto, including without limitation APV
Baker Pre-Cooker Model 143/PHC 30, APV Baker Microfilm Cooker
Model 146/27, Special Deposit Plant Model 156CDRG/1300/4430-13,
Three Rows Theegarten Wrapping Plants Model U1-DCF/F1-1, and Five
Flavor Feeding Systems (the "Project");
WHEREAS, it is proposed that the Issuer shall enter into
a Loan Agreement with the Company pursuant to which the Issuer
shall lend the Company the proceeds received from the sale of its
Bonds, which proceeds, together with other moneys of the Company,
is intended to be a sum sufficient to accomplish the installing
and equipping of the Project, and the Issuer is willing to issue
and sell its revenue bonds to finance the cost of the installing
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and equipping of the Project, all as set forth in the details and
provisions of said Loan Agreement and the Trust Indenture
hereinafter identified;
WHEREAS, the Company, in connection with the issuance
and sale of the Issuer's bonds, has secured an irrevocable,
direct pay letter of credit (the "Letter of Credit") to be issued
by Wachovia Bank and Trust Company, N.A. (the "Bank"), to provide
for the payment of the principal of and interest on, and the par
purchase price of tendered bonds;
WHEREAS, Huhtamaki, Inc., a Delaware corporation and
parent to the Company, in connection with the issuance of the
Letter of Credit, has agreed to unconditionally guarantee the
Company's obligations under a Reimbursement Agreement as
identified herein with the Bank;
WHEREAS, the Issuer proposes to sell the revenue bonds
hereinafter authorized and designated "City of Wheat Ridge, State
of Colorado Multi-Modal Interchangeable Rate Industrial
Development Revenue Bonds (Leaf, Inc. Project) Series 1988" (the
"Bonds") in an aggregate principal amount not to exceed
$7,000,000 on a negotiated basis to purchasers arranged by
Wachovia Bank and Trust Company, N.A. and J.P. Morgan Securities
Inc., in their capacity as placement agent and co-placement
agent, respectively, for the Bonds (collectively the "Placement
Agents"), and the Bonds will be issued pursuant to the Trust
Indenture hereinafter identified;
WHEREAS, initially the Bonds will bear interest at a
variable interest rate and may be tendered by the holders thereof
for purchase, at which time Wachovia Bank and Trust Company,
N.A., as remarketing agent (the "Remarketing Agent"), shall
remarket such tendered Bonds;
WHEREAS, on December 12, 1988 upon reasonable notice a
public hearing (the "Public Hearing") was held as required by
Section 147(f) of the Internal Revenue Code of 1986, as amended
(the "Code") relating to the issuance and sale of the Bonds
hereinafter authorized;
WHEREAS, there have been presented to the Issuer on this
date, the following:
1. The form of the Loan Agreement (the "Company
Agreement") dated as of December 1, 1988 between
the Issuer and the Company;
2. The form of the Trust Indenture dated as of
December 1, 1988 between the Issuer and Wachovia
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Bank and Trust Company, N.A., as trustee (the
"Trustee"), setting forth the terms, conditions and
security requirements for the proposed Bonds, which
incorporates by reference the provisions set forth
in the Multi-Modal Interchangeable Rate Securities
Standard Terms and Conditions of Trust for Small
Issues dated as of December 1, 1988, (collectively,
the "Trust Indenture");
3. The form of the Placement Agreement (the "Placement
Agreement") dated as of December 1, 1988 among the
Issuer, the Company and the Placement Agents;
4. The form of the Remarketing and Interest Services
Agreement (the "Remarketing and Interest Services
Agreement") dated as of December 1, 1988 among the
Issuer, the Company and the Remarketing Agent;
5. The form of the Guaranty Agreement of Huhtamaki,
Inc. (the "Guaranty Agreement") dated December 1,
1988; and
6. The form of the Reimbursement Agreement (the
"Reimbursement Agreement") dated as of December 1,
1988 between the Company and the Bank; and
WHEREAS, it appears that each of the instruments above
referred to, which are now before this meeting, is in appropriate
form and is an appropriate instrument for the purposes intended:
NOW, THEREFORE, BE IT ORDAINED BY THE CITY OF WHEAT
RIDGE, STATE OF COLORADO, AS FOLLOWS:
1. The Issuer has heretofore determined, and does
hereby determine, as follows:
(a) The Project constitutes an eligible project,
specifically a "manufacturing, industrial, commercial,
agricultural, or business enterprises", as those terms are used
in the Act.
(b) The issuance of the Bonds will effectuate the
public purposes of the Issuer and carry out the purposes of the
Act.
(c) The Bonds shall be special limited obligations of
the Issuer, payable solely out of the revenues and funds pledged
under the Trust Indenture. Neither the faith and credit nor the
taxing power of the State or the Issuer is pledged to the payment
of principal of or premium, if any, or interest on the Bonds.
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The Bonds and the interest thereon do not constitute an
indebtedness of the Issuer within any provision or limitation of
the State Constitution or statutes of the State or a charge
against its general credit or taxing powers. It shall be plainly
stated on the face of each Bond that it has been issued under the
provisions of the Act and that it does not constitute an
indebtedness of the Issuer or a loan of credit thereof within the
meaning of any constitutional or statutory provisions.
(d) The amounts necessary in each year to pay the
principal of and interest on the Bonds are set forth in the Trust
Indenture.
(e) The Project will be located within the corporate
limits of the Issuer.
(f) The terms of the Company Agreement will require
that the Company will cause to be maintained or maintain the
Project and will cause to be carried or carry all proper
insurance with respect thereto and require the payment of all
applicable taxes with respect thereto.
2. That the form, terms and provisions of the
Indenture be, and they hereby are, in all respects approved, and
that the Mayor and the City Clerk be, and they hereby are,
authorized, empowered and directed to execute, attest, seal and
deliver the Trust Indenture in the name and on behalf of the
Issuer, and thereupon to cause the Trust Indenture to be
executed, attested, sealed and delivered by the Trustee, and the
Trust Indenture shall constitute an assignment for the security
of the Bonds issued thereunder of the loan repayments to be
received by the Issuer pursuant to the Company Agreement (subject
to the reservation by the Issuer for the amounts payable under
Sections 4.2(b), 6.61 7.2 and 8.4 of the rights, the Surplus
Fund, and the Initial Fund, including the proceeds of the Bond
pending disbursement thereof (each as defined in the Trust
Indenture), all other rights and interests granted to the Issuer
in connection with the Company Agreement as set forth in the
Trust Indenture or granted directly to the Trustee in the Trust
Indenture; and all of the proceeds of the foregoing (except the
amounts payable to or on behalf of the Issuer on account of its
Reserved Rights, as defined in the Trust Indenture), do all such
acts and things and to execute and deliver all such documents as
may be necessary to carry out and comply with the provisions of
the Trust Indenture as executed; that the Trust Indenture is to
be in substantially the form now before this meeting and hereby
approved, or with such changes therein as shall be approved by
officers of the Issuer executing the same, their execution
thereof to constitute conclusive evidence of their approval of
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any and all changes or revisions therein from the form of Trust
Indenture, now before this meeting.
3. That the form, terms and provisions of each of the
Company Agreement, the Placement Agreement and the Remarketing
and Interest Services Agreement be, and they hereby are, in all
respects approved, and that the Mayor and the City Clerk be, and
they hereby are, authorized, empowered and directed to execute,
attest, seal and deliver each of the Company Agreement, the
Placement Agreement and the Remarketing and Interest Services
Agreement in the name and on behalf of the Issuer, and thereupon
to cause each of the Company Agreement, the Placement Agreement,
and the Remarketing and Interest Services Agreement to be
executed, attested, sealed and delivered by the Company, and the
Placement Agents, the Company and the Remarketing Agent,
respectively; that each of the Company Agreement, the Placement
Agreement and the Remarketing and Interest Services Agreement is
to be in substantially the form now before this meeting and
hereby approved, or with such changes therein as shall be
approved by officers of the Issuer executing the same, their
execution thereof to constitute conclusive evidence of their
approval of any and all changes or revisions therein from the
form of the Company Agreement, the Placement Agreement and the
Remarketing and Interest Services Agreement, now before this
meeting; and that from and after the execution and delivery of
each of the Company Agreement, the Placement Agreement and the
Remarketing and Interest Services Agreement, the officer, agents
and employees of the Issuer are hereby authorized, empowered and
directed to do all such acts and things and to execute and
deliver all such documents as may be necessary to carry out and
comply with the provisions of each of the Company Agreement, the
Placement Agreement and the Remarketing and Interest Services
Agreement as executed.
4. That the Mayor, or any other officer of the Issuer
be, and they hereby are authorized, empowered and directed to
cause to be prepared an issue of the Bonds, in the form, bearing
interest at the rate or rates, maturing and having the other
terms and provisions specified in the Trust Indenture (as
executed and delivered) and in an aggregate principal amount not
to exceed $7,000,000 as shall be approved by the officers of the
Issuer executing the Bonds, the act of such execution to be
evidence of such approval; that the Bonds shall be executed in
the name of the Issuer with the manual or facsimile signature of
its Mayor and attested by the manual or facsimile signature of
its City Clerk and the seal of the Issuer shall be impressed or
reproduced thereon, and that the Mayor or any other officer of
the Issuer shall cause the Bonds, so executed, attested and
sealed, to be delivered to the Trustee for authentication.
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5. That the form of Bonds submitted to this meeting,
subject to appropriate insertions and revisions in order to
comply with the provisions of the Trust Indenture, be, and the
same hereby is, approved and when the same shall be executed,
attested and sealed on behalf of the Issuer in the manner
contemplated by the Trust Indenture and this resolution in an
aggregate principal amount not to exceed $7,000,000, shall
represent the approved variable rate form of Bonds of the
Issuer. The Issuer hereby authorizes and directs the Placement
Agent to establish the Weekly Rate, as defined in the Trust
Indenture, for the period commencing on the date of issuance and
delivery of the Bonds until the commencement of the succeeding
Calendar Week, as defined in the Trust Indenture; provided, that
during the Weekly Rate such Rate shall not exceed 15% per annum.
6. That from and after the execution and delivery of
the aforesaid documents, the officers, agents and employees of
the are hereby authorized, empowered and directed to do all such
acts and things and to execute and deliver all such documents and
certificates as may be necessary to carry out and comply with the
provisions of said documents as executed.
7. That all acts and undertakings of the officers of
the Issuer which are in conformity with the purposes and intent
of this resolution and in furtherance of the issuance and sale of
the Bonds and the financing of the installation and equipping of
the Project shall be, and the same hereby are, in all respects,
approved and confirmed.
8. That any officer or the Mayor of the Issuer is
hereby directed to execute, in conjunction with the Company, an
appropriate statement with respect to arbitrage and any and all
other matters with respect to the use of the proceeds of the
Bonds.
9. That the holding of the Public Hearing is hereby
ratified, confirmed and approved in all respects.
10. That the Issuer hereby determines that all meetings
of the Issuer at which action was taken in connection with the
Company Agreement, the Trust Indenture, the Placement Agreement,
the Remarketing and Interest Services Agreement and the
authorization, sale and issuance of the Bonds were duly and
legally called and held proper public meetings, open to the
public at all time, and notice of the time and place of each
meeting was given and minutes of such meetings have been kept and
are or will be made available pursuant to the laws of the State.
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T!'jis Urdinance shall take effect 1
day after final publication.
TNT HUDUCLD, READ, ANb AUUPTEU on first reading by a vote of 6 to 0
on this 28th !iay of November 1966, orlereh published in
full in a newspaper of general circulation in the r,ity of Wheat Ridge
and Public: Hearing and consideration on final passage set for Monday, +
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December 12 _ 19&8, at 7:30 p.m., in the Council .hambers, 7500
West 29th Avenue, Wheat Hidge, Colorado.
HEAD, ADUPTED, AND UhDLREU PUBLISHED on second and final reading by a
vote -)f 8 to this 12th,-___ day rnf December
196 8 .
SIGNED by the Mayor or, this 13th day of December 198 8
DAN WILDL, MAYUR
1~~ 1
'WANCA~SAN(, f:M CftitK
1st Publication: December 1, 1988
rnd Publication: December 15, 1988
Wheat Ridge Sentinel
Eftective Date: December 16, 1988
APPRUVEU ~S T FURh BY CITY ATTUHNEY
JUHN/AYES,~CITY~~ TUeNEY
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