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HomeMy WebLinkAbout2010-032-06/01/2010-DECLARING THE INTENT OF THE CITY TO ISSUE ECONOMIC DEVELOPMENT REVENUE BONDS TO PROVIDE FINANCING FO RESOLUTION 2010-032 OF THE COUNCIL OF THE CITY OF FORT COLLINS DECLARING THE INTENT OF THE CITY OF FORT COLLINS, COLORADO TO ISSUE ECONOMIC DEVELOPMENT REVENUE BONDS TO PROVIDE FINANCING FOR A MANUFACTURING FACILITY FOR PALLADIUS, INC. D/B/A INTEGWARE, INC; PRESCRIBING CERTAIN TERMS AND CONDITIONS OF SUCH BONDS; AND CONTAINING OTHER PROVISIONS RELATING TO THE PROPOSED ISSUANCE OF SUCH BONDS WHEREAS, the City has been duly and regularly organized and is now validly existing as a home rule municipal corporation under and by virtue of the Constitution and laws of the State of Colorado (the "State") and its home rule charter (the "Charter"); and WHEREAS, the City is authorized by its Charter and the County and Municipality Development Revenue Bond Act, constituting Article 3, Title 29, Colorado Revised Statutes, as amended (the "Act"), to finance one or more manufacturing projects (which includes any land, building or other improvement and real and personal properties) to promote industry or other economic activity to mitigate unemployment and secure and maintain a balanced and stable economy; and WHEREAS,the City is further authorized by the Act to issue revenue bonds for the purpose of defraying the cost of financing any project,including the payment of principal and interest on such revenue bonds for not exceeding three years,the funding of any reserve funds which the governing body of the City may deem advisable to establish in connection with the retirement of such revenue bonds or the maintenance of the project and all incidental expenses incurred in issuing such revenue bonds, and to secure payment of such revenue bonds as provided in the Act; and WHEREAS,representatives of Palladius, Inc. d/b/a Integware, Inc. (the`Borrower"), have met with officials of the City and have advised the City of the Borrower's interest in the acquisition, construction, and equipping of a manufacturing facility for the production of software and related products, and have proposed that the City issue its economic development revenue bonds, in one or more series, to finance its new manufacturing facility (the "Project")to be located near Lot B-5 in the Harmony Technology Master Plan on Precision'Drive in the City; and WHEREAS, it is anticipated that the Project will include construction of a multi-purpose manufacturing facility,which facility and property will be owned and operated by the Borrower;and WHEREAS, the Project constitutes a project under the Act, and the City wishes to declare its intention to authorize an issue of its economic development revenue bonds,in one or more series (the "Bonds"), for the purpose of paying the cost of financing the Project, upon such terms and conditions as are contained herein; and WHEREAS, the City has considered the Borrower's Project proposal and, upon the expectation that the Project will mitigate unemployment and promote industry and a balanced and stable economy within the City, the City wishes to declare its present intention to authorize the Bonds for the aforesaid purposes,all upon such terms and conditions as may be agreed upon by the City and the Borrower. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT COLLINS that: Section 1. That in order to benefit the residents of the City,the City hereby declares its intent to authorize the issuance of Bonds in an aggregate principal amount not to exceed $10,000,000, which amounts are estimated to be sufficient: (a) to finance a portion of the Project; and (b)to pay certain costs incurred in connection with the issuance of the Bonds. Section 2. That the City Council hereby finds, determines, recites and declares that the Bonds shall not constitute the debt, multiple fiscal year obligation or indebtedness of the City, the State or any political subdivision of the State within the meaning of any provision or limitation of the State Constitution or statutes or the City Charter and shall not constitute nor give rise to a pecuniary liability of the City or a charge against the City's general credit or taxing powers,nor shall the Bonds ever be deemed to be an obligation or agreement of any Councilmember,officer,director, agent or employee of the City in such person's individual capacity, and none of such persons shall be subject to any personal liability by reason of the issuance of the Bonds. Section 3. That the Bonds shall be special,limited obligations of the City payable solely from the payments to be made by the Borrower to the City under a Loan Agreement to be entered into by and between the City and the Borrower. Section 4. That the City Council hereby finds, determines, recites and declares that the issuance of the Bonds to finance the Project will promote the public purposes set forth in the Act, including, without limitation, industry, mitigation of unemployment and a balanced and stable economy. Section 5. That the City Council hereby finds,determines,recites and declares the City's intent that this Resolution constitute an official indication of the present intention of the City to issue the Bonds as herein provided,subject to: (a)City or municipal zoning approval for the proposed site (which approval shall be subject to the City prescribed procedures); (b) the City's review and approval of the final form of financing documents; (c) receipt of private activity bond volume cap allocation described in Section 7 below; (d) the delivery of an approving opinion of Kutak Rock LLP,as bond counsel to the City;and(e)the adoption of a final bond ordinance by the City Council. Section 6. That this Resolution expresses the City's intent and current expectations as of the date hereof with respect to the issuance of Bonds for the Project, however, future events or extraordinary circumstances beyond the control of the City may result in the Project being financed in a manner or from sources other than the Bonds. The performance of any action necessary to be taken by the City to issue the Bonds shall be in the absolute discretion of the City and passage of this resolution does not constitute a commitment on behalf of the City to issue the Bonds and the Borrower shall have no recourse against the City or any of its Councilmembers, officers, agents or -2- employees if the Council in their sole discretion elect not to the issue the Bonds or otherwise finance the Project. Section 7. That the appropriate officers of the City are hereby authorized to take such actions as contemplated by the Internal Revenue Code of 1986, as amended and by the Colorado Private Activity Bond Ceiling Allocation Act, constituting Article 32, Title 24, Part 17, Colorado Revised Statutes, as amended (the "Allocation Act")that may be necessary to assist the Borrower in obtaining private activity bond volume cap allocation pursuant to the Allocation Act, including, but not limited to,the execution of the Assignment Agreement with Larimer County,Colorado. The City hereby awards its 2010 private activity bond volume cap allocation to the Project. Section 8. That all actions not inconsistent with the provisions of this Resolution heretofore taken by the City Council or any officer or employee of the City.in furtherance of the issuance of the Bonds are hereby ratified, approved and confirmed. Section 9. That if any section,paragraph,clause or provision of this Resolution shall be adjudged to be invalid or unenforceable,the invalidity or unenforceability of such section,paragraph, clause or provision shall not affect any of the remaining sections,paragraphs,clauses or provisions of this Resolution. , Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 1 st day of June A.D. 2010: Mayor ATTEST: a�1 c1 City Clerk -3-