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HomeMy WebLinkAboutResolution - 1302 - Approve Issuance Of Bonds - LIDC - Diamond Plastics Corp Project - 01_27_1983RESOLUTION 1302 - 1/27/83 CITY SECRETARY -TREASURER RESOLUTION APPROVING ISSUANCE OF BONDS AND APPROVING RESOLUTION BY LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION PROVIDING FOR THE ISSUANCE OF $1,200,000 LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (DIAMOND PLASTICS CORPORATION PROJECT) SERIES 1983 WHEREAS, Lubbock Industrial Development Corpora- tion (the "Issuer") was created by the City of Lubbock, 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, it is deemed necessary and advisable that this Resolution be adopted; and WHEREAS, a public hearing has been held regarding the matters relating to this Resolution at which hearing all members of the public who wished to be heard were given the opportunity to address this City Council, notice having been duly published of such hearing. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK, TEXAS, THAT: Section 1. The Resolution Authorizing $1,200,000 Lubbock Industrial Development Corporation Industrial Development Revenue Bonds (Diamond Plastics Corporation Project) Series 1983; a Loan Agreement; an Indenture of Trust; a Collateral Assignment and Security Agreement; and Other Matters in Connection Therewith, adopted by the Issuer on January 40*, 1983 (the "Resolution"), a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby specifically approved. Section 2. The approval herein given is in accordance with the provisions of Section 25(f) of the Act and is not to be construed as any undertaking by the Unit, and such bonds shall never contitute 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 such 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 documents authorized by the Resolution. Section 3. The programs and expenditures authorized and contemplated by the aforesaid documents, including the issuance of the Bonds authorized by the Resolution, are hereby in all respects approved. Section 4. 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. PASSED AND APPROVED this January 27, 1983. ALAN HE yo ro Tem ATTEST: . CitySecretary-"' (SEAL) -2- CERTIFICATE $1,200,000 LUBBOCK INDUSTRIAL -(DIAMOND PLASTICS A LOAN AGREEMENT; ASSIGNMENT AND MATTERS EXHIBIT A FOR RESOLUTION AUTHORIZING INDUSTRIAL DEVELOPMENT CORPORATION DEVELOPMENT REVENUE BONDS CORPORATION PROJECT) SERIES 1983; AN INDENTURE OF TRUST; A COLLATERAL SECURITY AGREEMENT; AND OTHER IN CONNECTION THEREWITH I, the undersigned Secretary of LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION (the "Issuer"), do hereby certify as follows: 1. In accordance with the Bylaws of the Issuer the Board of Directors of the Issuer (the "Board") held a meeting on January , 1983, (the "Meeting") of the duly constituted officers and members of the Board, to -wit: B. C. McMinn George Miller Marion Sanford Bob Suter George Scott, Jr. Moises Perez. Alan Henry President Vice President Secretary Director Director Director Director and all of such persons participated in the Meeting, except the following: thus constituting a quorum. Whereupon, among other business transacted at the Meeting, a written RESOLUTION AUTHORIZING $1,200,000 LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (DIAMOND PLASTICS CORPORATION PROJECT) SERIES 1983; A LOAN AGREEMENT; AN INDENTURE OF TRUST; A COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT; AND OTHER MATTERS IN CONNECTION THEREWITH (the "Resolution") was duly introduced for the consideration of the Board and read in full. moved and seconded that the Resolution be adopted. After due discussion, said motion, carrying with it the adoption of the Resolution, prevailed and carried by the following votes: For: Against: Abstained: 2. A true, full, and correct copy of the Resolution adopted at the Meeting is attached to and follows this "Certificate; the Resolution has been duly recorded in the Board's minutes of the Meeting; the above and foregoing paragraph is a true, full, and correct excerpt from the Board's minutes of the Meeting pertaining to the adoption of the Resolution; the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of the Board as indicated therein; each of the officers and members of the Board was duly and sufficiently notified officially and personally, in advance,, ofthe time, place, and purpose of the Meeting in accordance with the Bylaws, and that the Resolution would be introduced and considered for adoption at the Meeting. (SEAL) SIGNED AND SEALED this January , 1983. Secretary -2- - RESOLUTION AUTHORIZING $1,200,000 LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (DIAMOND PLASTICS CORPORATION PROJECT) SERIES 1983 A LOAN AGREEMENT; AN INDENTURE OF TRUST; - A COLLATERAL ASSIGNMENT_ AND•SECURITY AGREEMENT; 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"), Lubbock Industrial Development Corporation (the "Issuer"), on behalf of the City of Lubbock, Texas (the "Unit"), is empowered to finance the cost of projects to promote and develop industrial and manufacturing enterprises to promote and encourage employ- ment and the public welfare by the issuance of obligations of the Issuer which projects will be within the Unit's boundaries; WHEREAS, Diamond Plastics Corporation, a Delaware corporation (the "User"), has requested the Issuer to finance the cost of acquiring an industrial project ('the "Project"); WHEREAS, on November 29, 1982, the Issuer adopted a "Resolution Concerning Issuance of Bonds to Finance a Project for Diamond Plastics Corporation" (the "Initial Resolution"); WHEREAS, in order to finance the Project, the Issuer proposes to issue bonds styled "Lubbock Industrial Development Corporation Industrial Development Revenue Bonds (Diamond Plastics Corporation Project) Series 1983" (the "Bonds") in the aggregate principal amount of $1,200,000; and WHEREAS, there have been presented to the Issuer proposed forms of each of the following: 1. Loan Agreement, dated as of, February 1, 1983 (the, "Agreement"), by and between the Issuer and the User, including a form of promissory note from the User to the Issuer in.the principal amount of the Bonds (the "Note"); 2. Indenture of Trust, dated as of February 1, 1983 (the "Indenture"), by and between the Issuer and InterFirst Bank Houston, N. A., as trustee (the "Trustee"); 3. Deed of Trust and Security Agreement, dated as of February 1, 1983 (the "Deed of Trust"), from the User to InterFirst Bank Houston, N. A., as mortgage trustee for the benefit of the Issuer; and 4. Collateral Assignment and Security Agreement, dated as of February 1, 1983 (the "Collateral Assignment"), from the'Issuer to the Trustee. THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION THAT: Section 1. Based solely upon the representations made to the Board of Directors -(the "Board") and to the Texas Industrial Commission by the User, it appears and the Board hereby finds that: A. The Project is suitable for the promotion of manufacturing. or industrial development and expansion; and B. Additionally: (i) The Project will have an impact of stablilizing employment within the Unit's boundaries; and (ii) the Project is in furtherance of the public purposes of the Act. Section 2. The Board hereby approves the Agree- ment in substantially the form and substance presented to the Board and the President or, in the alternative, the Vice President is hereby authorized and directed, for and on behalf of the Issuer, to date, sign, and otherwise execute the Agreement and the Note, in final form, and the Secretary or, in the alternative, any Assistant Secretary is authorized and directed for and on behalf of the Issuer to attest the Agreement, and such officers are hereby autho- rized 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 $1,200,000 are authorized to be issued for the purpose of paying the cost of acquiring the Project. The Board hereby approves the Indenture in substantially the -2- form and substance presented to the Board and the President or, in the alternative, the 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, in the alternative, any Assistant Secretary is hereby authorized to attest the Indenture and such officers are hereby authorized to'deliver the Indenture. The details of the Bonds shall be as set forth in the Indenture. Upon execution by the parties thereto and delivery thereof, the Indenture shall be binding upon the Issuer in accordance with the terms and provisions thereof. Section 4. The Board hereby approves the Colla- teral Assignment assigning, among other things, all right, title, interest, estate, lien, privilege, claim, demand, and equity of the Issuer arising under the Deed of Trust, in substantially the form and substance presented to the Board and the President or, in the alternative, the Vice President is authorized and directed, for and on behalf of the Issuer, to date, sign, and otherwise execute the Collateral Assign- ment and the Secretary or, in the alternative, any Assistant Secretary is hereby authorized to attest the Collateral Assignment on behalf of the Issuer, and such officers are hereby authorized to deliver the Collateral Assignment. Upon execution by the Issuer and delivery thereof, the Collateral Assignment shall be binding upon the Issuer in accordance with the terms and provisions thereof. Section 5. The President or, in the alternative, the Vice President and the Secretary, or in the alternative, any_ Assistant Secretary are hereby each authorized and directed to execute the Bonds, or have their facsimile signatures placed upon the Bonds, and each is hereby authorized and directed to deliver the Bonds, and the seal of the Issuer is hereby authorized and directed to be affixed or placed -in facsimile on the Bonds. Section 6. InterFirst Bank Houston, N. A., Houston, Texas, is hereby appointed as trustee under the Indenture thereby serving as Registrar and Paying Agent under the terms of the Indenture. Section 7: The sale of the Bonds to InterFirst Bank Houston, N. A., Houston, Texas, at a price of 100% of the principal amount of the Bonds is hereby authorized and approved. Section 8. The President, the Vice President, or the Secretary are each hereby severally authorized to -3- a. execute and deliver to the Trustee the written order of the Issuer -of the authentication and delivery of the Bonds by the Trustee in accordance with the Indenture. Section 9. 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 be and the same hereby is ratified, approved, and confirmed. Section 10. The officers of the Issuer shall take all action in conformity with the Act, as 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 con- templated by the Bonds, the Initial Resolution, this Resolution, including without limitation, the execution and delivery of any closing documents- in connection with the issuance.of the Bonds. Section 11. 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 12. After any of the Bonds are issued, this Resolution shall be and remain irrepealable until the Bonds or interest thereon shall have been fully paid or provisions for payment made pursuant to the Indenture. Section 13. If any section, paragraph, clause, or provision of the Resolution shall be held to be invalid or unenforceable, the invalidity or unenforceability of such 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 January , 1983. ATTEST: Secretary (SEAL) President -4- CITY SFCRFT,ARY-TREASURER GENERAL CERTIFICATE THE STATE OF TEXAS $ COUNTY OF LUBBOCK $ Pro Tem The undersigned, Mayor/and City Secretary of the City of Lubbock, Texas (the "Unit"), do hereby certify as follows: 1. This Certificate is executed with reference to that series of bonds styled "Lubbock Industrial Develop- ment Corporation Industrial Development Revenue Bonds (Diamond Plastics Corporation Project) Series 1983," in the aggregate principal amount of $1,200,000 (the "Bonds"). 2. The Unit.is a body politic and corporate, a municipal corporation and a home rule city created, existing, and operating under the Constitution and the laws of the State of Texas and the city charter duly adopted by qualified electors of the Unit, exercising all powers granted or reserved thereunder. 3. Lubbock Industrial Development Corporation (the "Issuer") was created and authorized to act on behalf of the Unit, and the Articles of Incorporation and the Bylaws of the Issuer were approved, by resolution of the Unit, dated March 13, 1980. 4. On December 9, 1982, and at all times since that date, the following persons have duly constituted the officers of the Unit: Name Office Bill McAlister Mayor Alan Henry Councilmember. M. J. Aderton Councilmember E. Jack Brown Councilmember Joan Baker Councilmember 5. On November 29, 1982, and at all times since that, date, the following persons have constituted the duly appointed and acting members of the Issuer. B. C. McMinn George Scott, Jr. George Miller Moises Perez Marian Sanford Alan Henry Bob Suter 6. The Unit, by written resolution dated December 9, 1982, has approved a Resolution Concerning Issuance of Bonds to Finance a Project for Diamond Plastics Corporation adopted by the Issuer on November 29, 1982, and by written resolution dated January 27, 1983, has specifically approved the issuance of the Bonds and the documents relating thereto in the amount and for the purpose set forth therein and such resolution has not been amended, annulled, rescinded, or revoked and remains in full force and effect on the .date hereof. 7. The Unit has approved all programs and expen- ditures of the Issuer in connection with the issuance of the. Bonds and the transactions contemplated thereby. 8. No litigation is pending or, to the best 'of my knowledge, threatened against the Unit: (i) to restrain or enjoin the issuance or delivery of the Bonds; or (ii)• in any way contesting (a) the right and power of the Unit in connection with any action taken by it towards the creation of the Issuer or the issuance of the Bonds or (b) the titles of the current officers of the Unit to their respective offices. On December 9, 1982, -and at -all times since that date, Evelyn Gaffga has been the duly elected, qualified, and acting City Secretary of the Unit whose signature appearing on the following certificate is true and genuine. SIGNED AND SEALED THIS January 27, 1983 llel:fl�� ALAN _H RY, Mayor r em (SEAL) I, the City Secretar_C t, of Lubbock, Texas, hereby certify that �'� ``�" ��y is the duly elected, qualified, and acting Mayor of the Unit whose signature appearing above is true and genuine. eitySdcret&T� -2- r!_ s a MMNANCE NO. 1302 AN ORDIKAPUE AMk;NiJ:LNG ORMNANUE NUM ER 748, "AN ORDINANCE FRUVIDING Fut THE SALE AND THE PROCEOLEL. ; Tip BE FULLCik'"r.D IN MAKING THY, S4M cF ALL ABANDUN&3, STOLEN (ti RECOVEttED PROPERTY W EV KdY K114D W15HIN THE POSSESSION OF THY, CITY CF LUBBOCK; PROVIDING FCR THE DBU'V14Y OF SUCH i'hOPEUTY TO THE PLEZHeS AGENT, NOTICE AND WNNFA CF SAIE, THE TMUNB UNDFH WHICH THY, SAME 14AY BE SOLD AND PRUVID- ING F(tt REPUV.TS TAN AND DISPOSITION CF THE PaUCEMS, AND DECLAfaNG AN EMG- ENCY"; PAUVIDIWr FCR THE SALE OF ALL ABANDUNED, STOLEN Oil REGOV'.Eti& PROPEUTY CF LW.A'X KIND IN THE POSSESSION OF THE Cnvi OF LUBBOCK FOR A PFIRIOD CF SIXTY (60) DAYS; AND DILLARING AN EbWQEWX. WHEKEAS, the : volume of abandoned, stolen or recovered personal property left in possession tf the City of Lubbock is so great that existing facilities are inadequate to properly store and hold such property for as long as four (4) months before sale thereof and in many instances the cost and expense to the City is greater than the value of such property left in Its possession; and, WHEREAS. the City Commission finds that such property should be disposed of after it has been left in the possession of the City for a shorter period of tame than that noir provided for; and, hWEAS, the City Commission is of the opinion that a period of sixty (60) days is reasonable time to Mold such property before sale thereof; THFaEFQM.9 BE IT ORDAINED BY THE CITY COKWSIQN OF THE CITY CF LUBBOGK : THAT Ordinance Number 748 be, and the same is hereby amended and shall hereafter read as foaows : SECTION 1, 'fat property to be sold. All abandoned, stolen or recovered property of every kind, including motor vehicles, which shall remain unclaimed, with the Police Department or the City of Lubbock for a period of sixty (60) days, without being claimed or reclaimed by the owners, whether known or not, may be sold or disposed of at public auction as herein provided. SECTION 2. Delivery to purchasing agent. The chief of police shall give to the purchasing agent of the City of Lubbock a list of all property subject to sale hereunder and shall thereafter deliver said property, except motor vehicles, to the purchasing agent before the date of sale, and take a receipt from said purchasing agent ;showing in detail all property so delivered. Motor vehicles shall be kept by the chief of police until a sale has boon made. SDGTION 3. Notice, manner of sale. Thirty days' notice of the time and place of sale, and descriptive list of the property and motor vehicles or both, to be offered for sale, shall be posted at the courthouse door of Lubbock County, Texas, and at any regular entrance to the City Hall and a copy thereof sent by registered mail to the last known address of the owner, in the event the name of the owner is known to the purchasing agent, and thereafter said property shall be offered for sale at public auction to the highest bidder for each piece of property separately or assembled in lots, whichever, in the discretion of the purchasing agent of the City of Lubbock, shall offer the best price obtainable for said pro- perty, except that motor vehicles shall, be sold separately. SWTION �. All sales for cash, The public auction provided for in the proceeding section shall, be eonduvted at the place and hour designated in the notice and all sales will be for cash. SECTION 5. Reports by purchasing agent; delivery of proceeds to City Auditor. The purchasing agent shall.conduct said public auction, and he shall keep an accurate statement of each article or motor vehicle or both, sold and the price bid and paid therefor, and shall make a complete report in writing to the City Auditor of the City of Lubbock of the time,, place and manner of conducting said sale and all funds received on account of said auction shall be delivered to the City Auditor who shall give his receipt therefor., SECTION 6. Proceeds to be credited to general fund. The City Auditor of the City of Lubbock is hereby required to place all funds received by him under and by virtue of this chapter to the credit of the general fund to be thereafter disbursed as the governing body of the City of Lubbock shall order. SECTION 7. Worthless property. Any property which has been listed and offered for sale and for which no price or sum has been offered, if deemed in the opinion of the purchasing agent to be worthless and without value, shall be dis- posed of in suchmanneras the purchasing agent shallprescribe. The description of all property destroyed or disposed of by the purchasing agent as worthless or without value shall be reported to the governing body of the City of Lubbock' together with the date and manner of disposal. The fact that the City of Lubbock is now in possession of property which is deteriorating in value due to the lack of storage space, and immediate dis-- position thereof is required, together with a reasonable and proper procedure to be followed in the disposition of such property for the preservation of such property in the public interest creates an emergency requiring that all rules and regulations be suspended and this Ordinance shall be effective from and after its first reading. AND IT IS SO C&DFFRED. On motion of Commissioner Davis ,seconded by Commissioner Morris , this Ordinance was passed this 13th day of November , 1952, by the following votes Commissioners voting "YEA"8 Morris, Carpenter, Davis' Thomas and Mayor Tripp Commissioners voting "NAY": None ATTMT s /a/ Lavenia Lowe Lavenia Lowe, City Secretary -Treasurer /a/ Darrell R. Tri.pD EIL R. TRIPP, Mayor -2-