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HomeMy WebLinkAboutOrdinance-1991-0880 ORDINANCE NO. 880 INTRODUCED BY: COUNCILMEMBER SHANLEY AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF WHEAT RIDGE, COLORADO INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS, SERIES 1991 (LA QUINTA MOTOR INNS, INC. PROJECT), IN THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF $3,194,442, TO FINANCE THE REFUNDING OF THE CITY OF WHEAT RIDGE, COLORADO, INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1984 (LA QUINTA MOTOR INNS, INC. PROJECT), CURRENTLY OUTSTANDING IN THE APPROXIMATE AGGREGATE PRINCIPAL AMOUNT OF $3,194,442; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF THE BONDS AND VARIOUS DOCUMENTS RELATING THERETO; APPROVING THE ISSUANCE AND SALE OF THE BONDS; MAKING CERTAIN DETERMINATIONS WITH RESPECT THERETO; PROVIDING FOR THE MAXIMUM PRINCIPAL AMOUNT, MATURITY OF, INTEREST RATE, AND MAXIMUM NET EFFECTIVE INTEREST RATE ON THE BONDS; AUTHORIZING INVESTMENTS; AND REPEALING INCONSISTENT ACTIONS. WHEREAS, the City of Wheat Ridge, Colorado (the "Issuer"), is authorized by part 1 of article 3 of title 29, Colorado Revised Statutes, as amended (the "Act"), to issue revenue bonds for the purpose of financing or refinancing projects to the end that commercial and business enterprises will locate, expand or remain in the State of Colorado (the "State"), to mitigate the serious threat of unemployment in parts of 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, to enter into financing agreements with others for the purpose of providing revenues to pay such bonds, and further to secure the payment of such bonds; and WHEREAS, pursuant to the terms of the Act and a Loan Agreement dated October 1, 1984 (the "Prior Agreement"), between the Issuer and La Quinta Motor Inns, Inc. (the "company"), the Issuer issued its Industrial Deyelopment Revenue Bonds, Series 1984 (La Quinta Motor Inns, Inc. Project), in the principal amount of $4,600,000 (the "Prior Bonds") and the Issuer loaned the proceeds of the Prior Bonds to the Company to finance the acquisition and construction of a motel facility for the Company (the "Project") which is located within the Issuer's corporate limits; and WHEREAS, the Company has requested the Issuer to issue industrial development revenue refunding bonds in the maximum aggregate principal amount of $3,194,442 in accordance with the provisions of the Act and to loan the proceeds thereof to the Company for the purposes of refinancing the costs of the Project and refunding, in whole or in part, the Prior Bonds; and WHEREAS, proposed forms of the following documents have been submitted to City Council of the city (the "Council") and filed in the office of the City Clerk of the Issuer (the "Clerk") and are there available for public inspection: (a) a Loan Agreement, to be dated as of November 1, 1991 (the "Loan Agreement") between the Issuer and the Company; (b) a promissory Note, to be dated as of November 1, 1991 (the "Note") from the Company to the Issuer or its assigns; (c) an Indenture of Trust, to be dated as of November 1, 1991 (the "Indenture") between the Issuer and The First National Bank of Chicago as trustee (the "Trustee"); (d) a Placement and Remarketing Agreement (the "Remarketing Agreement") between and among the Issuer, NCNB National Bank of North Caroline (the "Placement Agent"), and the Company; (e) a preliminary Private Placement Memorandum (the "Preliminary Private Placement Memorandum") pertaining to the Bonds hereinafter defined; and WHEREAS, the Council desires to issue its City of Wheat Ridge, Colorado, Industrial Development Revenue Refunding Bonds, Series 1991 (La Quinta Motor Inns, Inc. Project), in the maximum aggregate principal amount of $3,194,442 (the "Bonds"). BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WHEAT RIDGE, COLORADO, THAT: Section 1. Approvals and Authorizations. The forms of the Loan Agreement, the Note, the Indenture (including the form of Bond), the Mortgage and the Remarketing Agreement are hereby approved. The Mayor and the Clerk are hereby authorized and directed to execute the Loan Agreement, the Indenture and the Remarketing Agreement and to affix the seal of the Issuer thereto and the Mayor and the Clerk are further authorized and directed to execute and authenticate such other documents, instruments or certificates as are deemed necessary or desirable by bond counsel or the city Attorney in order to issue and secure the Bonds. Such documents are to be executed in substantially the form 2 -- hereinabove approved, provided that such documents may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance. Copies of all of the documents shall be delivered, recorded, and filed as provided therein. When executed, the right, title and interest of the Issuer in, to and under the Loan Agreement and the Note (except as therein provided) shall have been assigned to the Trustee pursuant to the Indenture. The use, distribution and circulation of the Preliminary Private Placement Memorandum by the Placement Agent are hereby approved, ratified, confirmed and authorized, subject to such further amendments or additions thereto as may be required by the Remarketing Agreement, and the Placement Agent is hereby authorized to use, distribute and circulate a Final Private Placement Memorandum in connection with the marketing of the Bonds. In accordance with the requirements of the Act, the Issuer hereby determines that the fOllowing provisions shall be as set forth in the form of the Indenture hereinbefore approved, which form is hereby incorporated by reference as if set forth in full: (a) Custody of the proceeds from the sale of the Bonds; (b) The creation of funds or accounts into which any Bond proceeds, revenues and income may be deposited or credited; (c) Limitations on the purpose to which proceeds of any Bonds or additional bonds may be applied; (d) Limitations on the issuance of additional bonds, the refunding of the Bonds and the replacement of the Bonds; (e) The procedure by which the terms of any contract with Bond owners may be amended or abrogated; (f) Vesting in the Trustee of certain properties, rights, powers and duties in trust and limiting the rights, duties and powers of the Trustee; and (g) The rights and remedies available in case of a default to the Bond owners or to the Trustee under the Loan Agreement, the Note and the Indenture. 3 In accordance with the requirements of the Act, the Issuer hereby determines that the following provisions shall be as set forth in the form of Loan Agreement hereinbefore approved, which form is hereby incorporated by reference as if set forth in full: (a) The fixing and collection of revenues from the Project; and (b) The maintenance and insurance of the Project. section 2. Issuance of Bonds. The issuance of the Bonds is hereby authorized and the sale thereof through the Placement Agent pursuant to the Remarketing Agreement is hereby approved. The form of Bonds set forth in the Indenture is hereby approved; the Bonds shall be executed with the manual or facsimile signatures of the Mayor and the Clerk on the face of the Bonds in substantially such form with appropriate insertions and variations, and the seal of the Issuer or a facsimile thereof is hereby adopted and authorized to be affixed or imprinted thereon; and the Mayor or the Clerk is authorized and directed to deliver the Bonds to the Trustee for authentication under the Indenture and, when they have been authenticated, to deliver them or cause them to be delivered through the Placement Agent pursuant to the Remarketing Agreement against receipt of the purchase price as specified therein, plus any accrued interest due, and to deposit the amount so received with the Trustee as provided in the Indenture. section 3. Terms of Bonds. The Bonds shall be in the maximum aggregate principal amount of $3,194,442, shall be dated November 1, 1991, or as otherwise provided in the Indenture, and shall be issued as fully registered bonds without coupons in denominations of $100,000 and $5,000 multiples in excess thereof. The Bonds may be issued in book-entry-only form. The Bonds shall mature on April 1, 2004 and shall bear monthly or semiannual interest payable on the first day of each month or appropriate semiannual payment dates, including but not limited to June 1 and December 1 of each year, commencing as soon as practicable after their date of issuance, at a rate or rates which shall be determined as provided in the form of the Bonds and Indenture. The Bonds may be made subject to purchase at the election of the owners thereof, to mandatory redemption prior to maturity and to redemption prior to maturity at the option of the Company in such manner as provided in the Indenture, such redemption to be made at redemption prices which may include a premium not exceeding three percent (3%). The actual interest rates of the Bonds shall be established by the Remarketing Agent in the manner contemplated by the Indenture and the Remarketing Agreement, provided that such rate shall not exceed the lesser of the 4 maximum rate permitted by law or 15%, whicheyer is less. The maximum net effective interest rate authorized for the Bonds is 15% per annum. The numbers and provisions for redemption of the Bonds, the provisions for tender of the Bonds by the registered owners thereof, the registration and exchangeability privileges, the medium and place of payment, and the priorities in revenues under the Indenture, shall be as set forth (a) in the aforesaid form of such Bonds, which form is hereby approved and incorporated herein by reference as if set forth in full, and (b) in the form of the Indenture hereinbefore approved and so incorporated. section 4. Determinations. In accordance with the Act, it is hereby found, determined and declared that: (a) the refinancing of the costs of the Project incurred to acquire, construct and install commercial facilities will promote the public health, welfare, safety, convenience and prosperity and promote and develop trade or other economic activity by inducing a commercial enterprise to locate, expand or remain in the City of Wheat Ridge and the state of Colorado in order to mitigate the serious threat of extensiye unemployment and to secure and maintain a balanced and stable economy for the city of Wheat Ridge and the state of Colorado; (b) the amount necessary in each year for the payment of maturing principal and interest on the Bonds shall be determined in the manner and subject to the limitations set forth in the Indenture and the Loan Agreement, under which the maximum amount of interest which may be payable in any year is limited to 15% of the original principal amount of the Bonds, and the maximum amount of principal which may become payable in any year by reason of maturity, redemption in advance of maturity, or otherwise is the original principal amount of the Bonds, provided that smaller amounts of principal may be payable in particular years by reason of redemptions in advance of maturity; (c) no reserve funds are required by the Issuer in connection with the retirement of the Bonds or the maintenance of the Project; (d) the Loan Agreement provides and shall provide that the Company shall maintain or cause to be maintained the Project and carry or cause to be carried all proper insurance with respect thereto; (e) the Loan Agreement requires and shall require that the Company payor cause to be paid the taxes which the 5 taxing entities specified in section 29-3-120(3) of the Act are entitled to receive from the Company with respect to the project; section 5. Authentication of Bonds. The Trustee is hereby requested to authenticate the Bonds and to deliver them to, or upon the order of, the Mayor or the Clerk. section 6. Investment of Funds. The Trustee shall be, by virtue of this Ordinance and without further authorization from the Issuer, authorized, directed and requested to invest and reinvest all moneys available therefor held by it pursuant to the Indenture which by the terms of the Indenture may be invested, or to deposit and redeposit such moneys in such accounts as may be permitted by the Indenture, at the direction of the Company and subject to the terms and limitations contained in the Indenture. section 7. Incidental Action. The proper officers of the Issuer are hereby authorized and directed to prepare and furnish to bond counsel certified copies of all proceedings and records of the Issuer relating to the Bonds and to execute and deliver such other documents, and to take such other action as may be necessary or appropriate in order to effectuate the delivery of the Loan Agreement, the Indenture, the Mortgage and the Remarketing Agreement, the performance of the Issuer's obligations thereunder, and the issuance and sale of the Bonds. The approval hereby given of the various documents referred to above includes the approval of such additional details and revisions therein as may be necessary or convenient to carry out the purposes of this Ordinance, and as may be approved by bond counselor the City Attorney prior to the execution of the documents. The execution of any instrument by the appropriate officers of the Issuer herein authorized shall be conclusive evidence of the approval by the Issuer of such instrument in accordance with the terms hereof. Section 8. Nature of Obliqation. Under the provisions of the Act, and as provided in the Loan Agreement and the Indenture, the Bonds shall be special, limited obligations of the Issuer payable solely from, and secured by a pledge of, the revenues derived from the Loan Agreement. The Issuer will not pledge any of its property or secure the payment of the Bonds with its property. The Bonds and the interest thereon shall never constitute the debt or indebtedness of the Issuer within the meaning of any provision or limitation of the Constitution or statutes of the State of Colorado or of the Issuer's Home Rule Charter and shall neither constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers. The Issuer will not payout of its general fund 6 or otherwise contribute any part of the cost of the Project or the refinancing thereof. Neither the members of the Council nor any officer, employee or agent of the Issuer shall incur any personal liability by reason of the issuance of the Bonds or the other actions contemplated by this Ordinance. Section 9. Ordinance Irrepealable. After the Bonds are issued, this Ordinance shall constitute an irreyocable contract between the Issuer and the owners of the Bonds and shall be and remain irrepealable until the Bonds, both principal and interest, shall be fully paid, cancelled and discharged. section 10. Ratification. All action heretofore taken by the Issuer and by the officers thereof not inconsistent herewith directed toward the refinancing of the costs of the Project incurred to acquire, construct and install commercial facilities, the refunding, in whole or in part, of the Prior Bonds and the issuance and sale of the Bonds is hereby ratified, approved and confirmed. Section 11. Repealer. All acts, orders, resolutions, ordinances, or parts thereof, taken by the Issuer and in conflict with this ordinance are hereby repealed, except that this repealer shall not be construed so as to revive any act, order, resolution or part thereof, heretofore repealed. Section 12. Severability. If any paragraph, clause or proYision of this Ordinance except section 8 hereof, is judicially adjudged invalid or unenforceable, such judgment shall not affect, impair or invalidate the remaining paragraphs, clauses or provisions hereof. Section 13. Public Hearinq. A public hearing on the proposed issuance of the Bonds shall be held at the Council Chambers, 7500 West 29th Avenue, Wheat Ridge, Colorado, on October 28, 1991, at 7:30 p.m. prior to the final consideration of this Ordinance. section 14. Effective Date. In accordance with the Issuer's Home Rule Charter, this Ordinance shall take effect 15 days after its publication following final passage. INTRODUCED, READ AND ADOPTED on first reading by a vote of 8 to 0 on this 14th day of October, 1991, ordered published in full in a newspaper of general circulation in the city of Wheat Ridge and public hearing and consideration on final passage set for October 28, 1991 at 7:30 o'clock p.m. in the Council Chambers, 7500 West 29th Avenue, Wheat Ridge, Colorado. 7 READ, ADOPTED AND ORDERED PUBLISHED on second and final reading by a vote of 8 to 0 this 28th day of October, 1991. SIGNED by the Mayor on this 29th day of October, 1991 CITY OF WHEAT RIDGE, COLORADO (CITY) ( SE.lI.L) ~tlJ Mayor APPROVED AS Te FORM .., )/'- ( , r City ~ttorney / Published: Wheat Ridge Sentinel First publication: Second publication: Effectiye Date: October 17, 1991 October 31, 1991 Noyember 15, 1991 8