HomeMy WebLinkAboutResolution - 586 - Approve Issuance Of Bonds - LIDC - LCOC & SCOM Project - 08/14/1980DGV:dh RESOLUTION #586 - 8/14/80
RESOLUTION
A RESOLUTION by the City Council of the City of Lubbock, Texas,
relating to the industrial or manufacturing project for the
use of Lubbock Cotton Oil Company and Simmons Cotton Oil
Mills; approving and providing for the issuance of bonds.
WHEREAS, the Lubbock Industrial Development Corporation (the
"Corporation") has been heretofore created and established under the
Development Corporation Act of 1979 (the "Act") and has entered into a
contract (a copy of which is on file with the City Secretary of this
City) with Lubbock Cotton Oil Company and Simmons Cotton Oil Mills
whereby the Corporation has agreed to issue its revenue supported bonds
for the purpose of defraying a part of the cost of acquiring land,
buildings, facilities and improvements found by the governing body of
the Issuer to be required and suitable for the promotion of industrial
development and for use by a manufacturing or industrial enterprise; and
WHEREAS, the said Authority has adopted a resolution to authorize
the issuance of bonds for the aforesaid purpose and has filed a copy of
the same with the City Secretary of the City of Lubbock as well as with
the Secretary of its Board of Directors, and it is now proper for this
Council to approve the bond resolution as authorized by Section 25(f) of
Article 5190.6, V.A.T.C.S.; NOW, THEREFORE:
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
SECTION 1: That the prior agreement of the Corporation (the
Issuer) to issue bonds in the amount of $5,000,000 for the purpose of
defraying a part of the cost of acquiring land, buildings, facilities
and improvements found by the governing body of the Issuer to be required
and suitable for the promotion of industrial development and for use by
a manufacturing or industrial enterprise and the said resolution providing
for the issuance of bonds to provide for the Project, as defined in the
Act, are hereby approved, subject to final approval by the Texas Industrial
Commission of said bonds in said amount.
SECTION 2: The approval herein given is by virtue of the provisions
of Section 25(f) of the Act, and is not to be construed as any undertaking
by the City of Lubbock.
The City, as sponsor of the Issuer is governed by the provisions of
the Texas Constitution (Article XI, Section 5 and 7) which prohibit the
creation of debt (any obligation payable from ad valorem taxes that is
not payable within the current fiscal year) without provision being made
for its payment for the levy of taxes at the time the obligation is
incurred. This City has made no tax levy for the payment of any obligation
hereunder and has expressly refused to make any such tax levy nor will
it ever apply any other of its funds for such purpose.
The holders of bonds shall look only to the funds established by
the Indenture for .the payment of the obligation evidenced thereby and by
the attached interest coupons.
r
i
None of the bonds constitute a debt of the State, the City of
Lubbock, the Issuer or of any other political subdivision or agency of
this State or a pledge of the faith and credit of any of them, but
such bonds and interest thereon shall be payable solely from the said
revenues and funds which are pledged to such purpose in the Indenture.
Neither Issuer or any political subdivision or agency of the State shall
be obligated to pay the same or the interest thereon from any other
source; neither the faith and credit nor the taxing power of the State,
the City of Lubbock or any political subdivision or agency thereof is
pledged to the payment of the principal of or the interest on such
bonds.
Passed by the City Council, this 14th day of August 1980.
Z -O MIJ
BI McALISTER, MAYOR
-ATTEST:
EV LYN GAF G , CITY S C -TREASURER
APPROVED AS TO FORM:
G. VANDIVER, ASST. CITY ATTORNEY
V._TXOZa'iDUM OF AGREEMENT
a r
THIS AGREEMENT is enterer into by and between
LubbockIndustrial Development Corporation (the "Corporation") ,
and Lubbock Cotton Oil Company and Simons Cotton Oil Mills
(hereinafter collectively called the "Company"), each of which
organizations is fully qualified to transact business in the
State of Texas, for the purpose of securing the agreement of
the Corporation to issue its revenue bonds (the"Bonds") for
the purpose of financing certain industrial, manufacturing,
or commercial facilities (the"Facilities") for the use of
the.Company, such Facilities to be located wholly or partly
within the boundaries of the City of Lubbock, Texas (the
"Governmental Unit")
(a) The obligations of the parties hereunder are contingent
upon obtaining; prior to the issuance of the Bonds, a ruling
from the Internal Revenue Service to the effect.that interest
on the Bonds will be exempt from federal income tax under
Section 103(b)(6) of the Internal Revenue Code of 1954, as
amended, if in the oppinion of Bond Counsel such a ruling is
required, and upon obtaining such other rulings, approvals,.
consents, certificates, opinions of counsel and other instruments
and proceedings as maybe deemed necessary by the Company or '
Bond -Counsel with respect to the Facilities, the Bonds or
anv instrument relating thereto, from such governmental agencies
and entities as may possess, or may have asserted authority or
jurisdiction over or interest in tatters pertain-inc- to the
Facilities, all of which shall be in full force and effect at
t.e time of the issuance of the Bonds.
(b) Substantially all of the proceeds of the Bonds shall
ze used solely to' finance the acquisition, construction and
provement of the.Facilities, or a portion_ thereof, as general
described in Attacbctent 1 attached hereto and hereby made a part
(C) '='_^,a B31d3 Si all be in 81: �01?3=' 'r' -1c1731 Z-'Ot3�2t of
noc to exceed Ten 'Million. Dollars 010,000,000) , ahe shall be
issued in one or more series, but only pursuant to a resolution
or resolutions -of the Corporation's Board of Directors which will
be approved as to form by Bond Counsel, Subject to the terms
aE_eof, the Corporation agrees as follows:
(1) To issue the Bonds and, if the Company and
the Corporation agree, other evidences c.f indebtedness
providing temporary financing of the Facilities which
will be issued after the date hereof and be refunded
by the Bonds, pursuant to leislation heretofore or here-
after enacted which may provide a suitable r+ethod of tax
exema t bora f i nancirg . The Bonds shall be issued in an
agre=ate a.tincipal' amount not to exceed the then estimated
cost of the Facilities, including the costs of issuance_
1
(7) To cooperate faith the Co -pa=y With respect to
the issuance and sale of the Boyds and, if arrangements
therefor satisfactory to the Cc -pang and the Corporation
can be .^ade, the Corporation t.1-411 aucho"" the execution
o= s : u
.cn doc-:ents and ;•:ill ta'::z s•lc.. furt'_:er action as may
be necessary or advisable for t 2 � or1�r.6a. or.; issuance
and sale ofthe Bonds and the coy —piet-..on o the Facilities.
(3) To take actions ' and execute such documents as
may be necessary -and as may be agreed upon between the
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Company and the Corporation to permit the issuance from
time to time in the future of additional Bonds on terms
which shall be set forth therein, whether pari passu of other series of Bonds or otherwise, for the purpose
defraying the cost of completions, enlargements, improve -
vents and expansions of the Facilities, or any segment
thereof, as requested by the Company, and with the
limitations of Section 103(b) (6) of the Internal Revenue
Code of 1954, as amended.
into a
(d) The Company and the Corporation willntell un unconditionally,
contract under the terms of which the Company
obligate itself to pay to, the Corpoiationor a at us t e , as the
case may be) sums sufficient in the aggregate
to -
he
princioal of, interest on and redemption.pi miumentif any.
gether with trustee's fees and
nwhen thefsam�•becoe due and
respect to the Bonds, as an
payable.
(e) Provisions shall .be made in
forolution issuaacef oche
Corporation's Board of Directors pro
tie Bonds for pa;raent to the equal torallacostssincurredefr
byLi�eeds of
the Bonds of an amount eq
(including legal fees) in connection with the issuance and
sale of the Bonds.
(f) Should no Bonds have been issued thesCoY�o ation'sn
or before five years from the date hereof,
obligation to issue Bonds shall cease, and the Company shall
-- -:.o;; an amount e -,=at to ali cos =5
po
. d'rec_
and indirect , incurred a� uirin y corporation
tructing�f facilities
contracts hereunder in q
and in preparing for issuance o Bonds which are not actually
c issued;.and the Corporation shall transfer to the Company good
title to all real or personal property theretofore trar_sferred
by the Company to the Corporation and all other real or personal
k property acquired by the Corporation with any funds advanced
to the.Corporation by the Company hereunder.
{h) The Company agrees to (a) pay Project Costs (as
defined by the Development Co
=poration Act of 1979) which are
^o�� or cannot be paid or reirbu_sed fre-: the proceeds of
bonds, and (b) at all times, to indem_ if and hold harmless
_::e Corporation against all losses, costs damages, expenses.
=;:a liabilities of whatsoever nature (including but not
lirited to attorney's gees, litigation and court costs, amounts
paid to settlement and amounts paid to discharge judgments)
directly or indirectly resulting from,a- ising out of or
related to the issuance, offering, sale or delivery of the
bonds, or the design, construction, installation,.operation,
use occupancy, maintenance or ownership of the Facilities.
(i) In addition to the payments provided for above, the
Company shall pay to the Corporation, from the proceeds.of
the Bonds or otherwise as agreed upon, all costs and expenses
incurred by the Corporation in issuing the Bonds, and all costs
and expenses incurred by the Corporation in administering the
Bonds subsequent to issuance through final maturity and payment
and such other payments as shall be agreed upon in writing•
between the parties.
(j). The terms of the Bonds (maturity schedules,interest
rates, denominations, redemption provisions, etc) shall be
as authorized by the Development Corporation Act of 1979, and
as may be mutually satisfactory to the Company and the Corporation.
(k). If the Bonds shall not be issued for the any reason, the
Company shall have no obligation under this Agreement, except
for the obligations provided in paragraph (f) and (h).
(1) It is contemplated that the form and contents of all
resolutions, contracts, trust indentures and other documents
contemplated hereunder will be mutually acceptable to the
Company and the Corporation.
(m) The Company agrees that the official statement,
prospectus or other offering memoranda, through the use of
which the proposed obligations are to be offered, sold or
placed with any lender, purchaser or investor, shall cow a z
the disclosures required by the Regulations adopted by the
Corporation.
(n) The Company agrees to pay the fees and expenses of
the Financial Advisor, Bond Counsel and General Counsel of the
Corporation incurred on this Project after the execution of
this Agreement and its approval by the Unit, it being understood
that a part.of-such fees and expenses may be required to be.
paid as their work progresses.
3
IN WITNESS WHEREOF , the parties he 2to Nave entered into
t1he attached and foregoing agr�ee:*er.t -by their officers. thereunto
duly authorized as of the day of 1980
Lubbock In ustr' 1 Deyeloprnrarinm-
(Corporation
BY:
President, 'Board oj. Directors
(Corporate Seal)
;!retary,
oar o D irbOt tors LU3BOCK COT7 DT OIL_ COMPANY
Dixon White, President
(Corporate Seal)
ATTEST:
Roy Philpe, Sec tary
(Corporate Seal),
ATTEST
4 .
. ^The Facilities to be financed through the issuance of -Bonds
A. are described as follows
Land 19 acres south of 19th Street
59.E
30,000
Grading of Land
100,000
Paving
189,000
Total
Machinery and Equipment
Outside Seed Storage South of 19th Street
.000
Elevator, belt, —tors and erection
142,000
Truss
40,000
Posts
Crane.Rental
1?,000
Concrete Tunnel
117P000
70' Hydraulic Dump
90
190 000,000
Concrete Pit and Equipment
81,000
Total
Lint Room
10 1st Cut Linters
20 2nd Cut Linters
10 3rd Cut Linters
Installed in existing linter storage
house which is approximately 80' x 170'
.in size and of metal iron clad
2650,000
construction.
Cleaning Roam
8 - 299 Bauer Cleaners installed
in existing building which is
..approximately 80' x 100' in size
and of metal iron clad construction
250,E
Hulling and Separator Room
Equipment to be installed in existing
building.which is of a brick construe-
" tion with a concrete roof and approxi-
mately 30' x 80' in size.
30,000
Total Machinery and Equipment
3,811_
P
Total Land and Machinery and Equipment
4'x'000
All of the above items to be paid for from funds -
Revenue Bonds.
received from the wale of Industrial