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HomeMy WebLinkAboutResolution - 2448 - Issue LIDC Bonds, Mclane Foodservice Inc Project - 10_23_1986Resolution #2448 October 23, 1986 Agenda Item 4 CERTIFICATE FOR A RESOLUTION APPROVING BONDS AND APPROVING A RESOLUTION BY LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION PROVIDING FOR THE ISSUANCE OF $6,000,000 FLEXIBLE RATE DEMAND INDUSTRIAL REVENUE BONDS (McLANE COMPANY, INC. PROJECT) SERIES 1986 I, the undersigned, City Secretary of the City of Lubbock, Texas (the "Unit"), do hereby certify as follows: 1. The City Council (the "Governing Body") of the Unit convened in regular session at nine o'clock a.m., daylight savings time, on October 23, 1986 (the "Meeting"), at 1625 13th Street, Lubbock, Texas, the designated meeting place of the Governing Body, and the roll was called of the duly constituted members of the Governing Body, to -wit: B. C. McMinn Mayor Joan Baker Mayor Pro Tem George Carpenter Council Member Bob Nash Council Member T. J. Patterson Council Member Gary Phillips Council Member Maggie Trejo Council Member All of such persons were present, except , thereby constituting a quorum. Whereupon a written RESOLUTION APPROVING BONDS AND APPROVING A RESOLUTION BY LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION PROVIDING FOR THE ISSUANCE OF $6,000,000 FLEXIBLE RATE DEMAND INDUSTRIAL REVENUE BONDS (McLANE COMPANY, INC. PROJECT) SERIES 1986 (the "Resolution") was duly introduced for the consideration of the Governing Body and read in full. It was then duly moved by Council Member pakPr and seconded by Council Member Patterson that the Resolution be adopted; and, after due discussion, said motion, carrying with it the adoption of the Resolution prevailed and carried by the following votes: r For: 7 Against: 0 Abstained: 0 2. A true, full, and correct copy of the Resolution as adopted at the Meeting is attached to and follows this Certificate; the Resolution as adopted has been duly recorded in the minutes of the Meeting; the above and foregoing paragraph is a true, full, and correct excerpt from the minutes of the Meeting pertaining to the adoption of the Resolution; the persons named in the above and foregoing paragraph are the duly elected, qualified, and acting members of the Governing Body; each of such members was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the Meeting, and that the Resolution would be introduced and considered for adoption at the Meeting, and each of such members consented, in advance, to the holding of the Meeting for such purpose; and, the Meeting was open to the public, and public notice of the time, place, and purpose of the Meeting was given, all as required by Article 6252-17, Vernon's Texas Civil Statutes, as amended. 3. On October 23, 1986, a public hearing was held, following reasonable public notice, concerning the matters addressed by the Resolution. All members of the public who wished to be heard were given the opportunity to speak at said hearing. SIGNED AND SEALED this 2 rd day of October, 1986. ,-, _. -- .ems � �,,. anee Boyd,'City Secretary EXHIBIT A CERTIFICATE 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 October 8, 1986, in the Board Room of the Chamber of Commerce Building, 1120 14th Street (Avenue K and 14th Street), Lubbock, Texas (the "Meeting"), of the duly constituted officers and members of the Board, at which a duly constituted quorum was present. Whereupon, among other business transacted at the Meeting, a public hearing concerning the issuance of these industrial development revenue bonds styled as follows: $6,000,000 LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION FLEXIBLE RATE DEMAND INDUSTRIAL REVENUE BONDS (McLANE COMPANY, INC. PROJECT) SERIES 1986 (the "Hearing") was duly conducted. 2. A true, full, and correct copy of excerpts from the official minutes of the Board pertaining to the Hearing at the Meeting is attached to and follows this.Certificate; such excerpts have been duly recorded in the Board's minutes of the Meeting; each of the officers and members of the Board was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the Meeting in accordance with the Bylaws, and that the Hearing would be conducted at the Meeting; and the meeting was held and conducted in accordance with the Articles of Incorporation and Bylaws of the Corporation and the requirements of Article.6252-17, Vernon's Texas Civil Statutes, as amended. SIGNED AND SEALED this day of October, 1986. Sec ary, -� Lubb k Industrial 1) lopment Corporation (SEAL) EXCERPT FROM THE MINUTES OF THE MEETING OF OCTOBER 8, 1986. The President of the Board of Directors then opened a public hearing for the purpose of hearing from interested members of the public concerning the proposed issuance of those industrial development revenue bonds styled "Lubbock Industrial Development Corporation, Flexible Rate Demand Industrial Revenue Bonds (McLane Company', Inc. Project) Series 1986", in the aggregate principal amount of $6,000,000 (the "Bonds"). The President of the Board of Directors requested all persons who desired to speak either for or against the issuance of the Bonds or the project proposed to be financed with the proceeds of the Bonds to so indicate by raising their hands. No person present at the meeting so indicated. There being no persons identifying themselves as desiring to speak, the President of the Board of Directors then announced that the hearing was closed. RESOLUTION A RESOLUTION OF THE BOARD OF DIRECTORS OF LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION AUTHORIZING THE ISSUANCE AND SALE OF FLEXIBLE RATE DEMAND INDUSTRIAL REVENUE BONDS (McLANE COMPANY, INC. PROJECT) SERIES 1986, IN THE AGGREGATE PRINCIPAL AMOUNT OF 000 022; AUTHORIZING THE EXECUTION DE V Y OF A LOAN AGREEMENT, TRUST INDENTURE, AND OTHER DOCUMENTS REQUIRED IN CONNECTION THEREWITH; AND AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY FOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION: WHEREAS, Lubbock Industrial Development Corporation (the "Issuer") is authorized by the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, as amended (the "Act"), to issue revenue bonds for the pur- pose of providing funds to make secured or unsecured loans to finance or refinance the acquisition, construction, im- provement or equipping of a "project", as defined in the Act, including, without limitation, any land, buildings, equipment, facilities and improvements suitable for distri- bution centers and small warehouse facilities capable of serving as decentralized storage and distribution centers; and WHEREAS, any bonds issued to provide funds for the making of such loan or loans shall be payable solely from the revenues received by the Issuer from the repayment of such loans and from other revenues derived from the loan of such moneys and from the other security pledged therefor and such bonds shall never be construed to constitute an indebt- edness of the Issuer, the State of Texas (the "State") or of the City of Lubbock, Texas (the "Unit") or any other politi- cal subdivision of the State within the meaning of any con- stitutional or statutory provisions whatsoever; and WHEREAS, McLane Company, Inc., a Texas corporation (the "Company") doing business through its wholly -owned subsidiary, McLane/Foodservice-Lubbock, Inc., a Texas cor- poration, has advised the Issuer that it is undertaking the acquisition, construction and equipping of a regional ware- house and distribution center (the "Project") located within the boundaries of the Unit, and has requested that the Issuer issue and sell its Flexible Rate Demand Industrial Revenue Bonds (McLane Company, Inc. Project) Series 1986 (the "Bonds") for the purpose of making a loan to the Company to assist in the financing of the cost of acquisition, construc- tion and equipping of the Project; and WHEREAS, the Board of Directors of the Issuer hereby finds and determines that the land, buildings, equip- ment, facilities and improvements comprising the Project are required and suitable for the promotion of development and expansion of a distribution center and small warehouse facilities capable of serving as decentralized storage and distribution centers, and are in furtherance of the public purposes of the Act; and WHEREAS, in order to promote industry, develop trade, promote job opportunities and enhance the standard of living within the Unit and within the State, the Issuer will issue the Bonds in the aggregate principal amount of 6 0 pursuant to this resolution (the "Resolution") and rust Indenture, dated as of ARctober 1, 1986 (the "Inden- ture"), between the Issuer and Mbrgan Guaranty Trust Company of New York, as trustee (the "Trustee"), which Bonds are to be payable solely from the proceeds of the Bonds, the reve- nues and receipts derived by the Issuer from the loan of the proceeds of the sale of such Bonds to the Company pursuant to a Loan Agreement, dated as of tober 1, 1986 (the "Loan Agreement"), by and between the suer and the Company, the "Security", as defined in the Indenture, and a Letter of Credit (as defined in the Loan Agreement), which revenues and receipts will be payable on such dates and in such amounts as will provide for the payment of the entire prin- cipal of and interest on and purchase price of the Bonds issued by the Issuer hereunder; and WHEREAS, the Loan Agreement and the Indenture provide that the proceeds of the sale of the Bonds shall be used to make a loan to the Company in the amount of $6� 00, 000; and WHEREAS, there have been presented to the Board of Directors of the Issuer at this meeting: (1) the proposed form of the Indenture; (2) the proposed form of the Loan Agreement, including the exhibits thereto; (3) the proposed form of a Private Placement Memorandum relating to the Bonds (the "Placement Memorandum"); (4) the proposed form of Placement Agreement, to be dated the date of initial issu- ance of the Bonds (the "Placement Agreement"), among Morgan Guaranty Trust Company of New York (the "Placement Agent"), RepublicBank Dallas, National Association (as Co -Placement Agent), the Issuer and the Company; (5) the proposed form of -2- a Remarketing and Interest Services Agreement, to be dated the date of initial issuance of the Bonds (the "Remarketing Agreement"), between the Placement Agent and the Company; and (6) the proposed form of the Letter of Credit. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION THAT: Section 1. For the purpose of providing funds to be loaned to the Company pursuant to the Loan Agreement, there is hereby authorized and created pursuant to the Act an issue of bonds to be designated, "Lubbock Industrial Development Corporation Flexible Rate Demand Industrial Revenue Bonds (McLane Company, Inc. Project) Series 1986." Section 2. The Issuer hereby finds and determines that the loaning of the proceeds from the sale of the Bonds to the Company pursuant to the terms of the Loan Agreement is in furtherance of the purposes of the Issuer and in the public interest and that the acquisition, construction and equipping of the Project and the financing thereof through the issuance and sale of the Bonds by the Issuer will promote industry, develop trade, promote job opportunities and enhance the standard of living within the Unit and within the State. Section 3. The Bonds shall be issued as fully registered bonds without coupons in an aggregate principal amount of ,26.00Q+�,. The Bonds initially issued shall be in the defftminations, shall be dated, shall bear interest from such dates, payable on such dates, and shall bear inter- est at the variable rates, all as provided in the form of the Bond set forth in Exhibit A to the Indenture and shall mature on October 1, 2006. The form, interest rates, terms and provisions of the Bonds and the provisions for the signatures, authentica- tion, payment, registration, transfer, exchange, redemption and number shall be as set forth in the Indenture and are hereby approved. The President or Vice President and the Secretary or Assistant Secretary of the Issuer are each hereby autho- rized to execute and attest, as appropriate, the Bonds and each is hereby authorized to deliver them to the Registrar for authentication. The signatures of the President or Vice President and the Secretary or Assistant Secretary on the Bonds may be manual or by facsimile. The seal of the Issuer to appear on the Bonds may be either printed thereon or shown by facsimile. -3- a Section 4. The Issuer has this date conducted a public hearing with respect to the issuance of the Bonds. The Bonds are hereby authorized to be sold pursuant to the Placement Memorandum and the Placement Agreement, subject to the approval of the issuance of the Bonds by the City Council of the Unit and by the Texas Economic Development Commission (the "Commission"), at a purchase price of 16� 000. 00.i and upon the other terms and conditions contained n the Placement Memorandum and the Placement Agreement. Section 5. The forms, terms and provisions of the Bonds, the Indenture, the Loan Agreement, the Promissory Note (the "Note") which is attached as Exhibit A to the Loan Agreement, the Placement Memorandum, the Remarketing Agree- ment, the Placement Agreement and the Letter of Credit, sub- stantially in the forms of such documents (including the exhibits thereto) presented at this meeting, are hereby approved, with such insertions, omissions and changes to each of such documents as shall be approved by the President or Vice President of the Issuer, the execution of such documents being conclusive evidence of such approval; and the President or Vice President and the Secretary or Assistant Secretary are hereby authorized and directed to execute the Indenture, the Loan Agreement, and any related exhibits attached there- to, the Placement Agreement and any other documents contem- plated thereby, and to endorse the Note to the Trustee, as contemplated by the Indenture. Section 6. The President or Vice President and the Secretary or Assistant Secretary are hereby authorized to execute and deliver to the Registrar the written order of the Issuer for the authentication and delivery of the Bonds by the Registrar, in accordance with Section 2.11 of the Indenture. Section 7. The officers of the Issuer shall take all action necessary or reasonably required to carry out, give effect to and consummate the transactions contemplated hereby, including, without limitation, the execution and de- livery of any closing and other documents reasonably required to be delivered in connection with the sale and delivery of the Bonds. Section 8. Nothing contained in this Resolution or in the Loan Agreement, the Bonds, the Indenture, the Place- ment Agreement, the Remarketing Agreement, the Placement Memorandum, or any other instrument, shall be construed as obligating the Issuer, except to the extent provided in such documents or instruments, or as incurring a charge upon the general credit of the Issuer, nor shall the breach of any agreement contained in this Resolution, the Bonds, the Inden- -4- A ture, the Loan Agreement, the Placement Agreement, the Re- marketing Agreement, the Placement Memorandum, or any other instrument 'or document executed in connection therewith, impose any charge upon the general credit of the Issuer. Section 9. The distribution by the Company and the Placement Agent of the Placement Memorandum to the pros- pective purchasers of the Bonds is hereby ratified, confirmed and approved. The form, terms and provisions of the Place- ment Memorandum be, and the same hereby are, approved with respect to the information contained therein relating to the Issuer. Section 10. Morgan Guaranty Trust Company of New York, New York, New York, is appointed as Trustee, Registrar, Tender Agent and Paying Agent under the Indenture. Section 11. The Issuer hereby elects to have the provisions of Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended, apply to the Bonds. The officers 10 of the Issuer are hereby authorized to execute and file with the Internal Revenue Service such documents, and to take such other actions, as may be required to effect such election. Section 12. After the. Bonds are delivered by the Registrar to the purchasers thereof upon receipt of payment therefor, this Resolution shall be and remain irrepealable until the Bonds and the interest thereon shall have been fully paid, cancelled and discharged. Section 13. If any section, paragraph, clause or provision of this Resolution shall, for any reason, be held to be invalid or unenforceable, the invalidity or unenforce- ability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. Section 14. The provisions of all bylaws, orders, and resolutions of the Issuer, or parts thereof, inconsistent herewith, are hereby waived to the extent only of such inconsistency. Section 15. The Secretary or his nominee is hereby authorized and directed to obtain the approval of the issu- ance of the Bonds by the City Council of the Unit. The offi- cers, employees, agents of and legal counsel to the Issuer are hereby authorized and directed to execute and file such applications and other instruments with the Commission as may be necessary to obtain the approval of the Commission of the issuance and sale of the Bonds. -5- I x Section 16. This Resolution shall be effective immediately. ADOPTED this 229tth+ day of September, 1986. LUBBOCK INDUSTRIAL DEVELOPMENT 08MDT0838 -6- In Resolution #2448 RESOLUTION APPROVING BONDS AND APPROVING A RESOLUTION BY LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION PROVIDING FOR THE ISSUANCE OF $6,000,000 LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION FLEXIBLE RATE DEMAND INDUSTRIAL REVENUE BONDS (McLANE COMPANY, INC. PROJECT) SERIES 1986 WHEREAS, Lubbock Industrial Development Corporation (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, pursuant to section 103(k) of the Internal Revenue Code of 1954, as amended (the "Code"), the Issuer has conducted a public hearing, following reasonable public notice, with respect to the captioned bonds (the "Bonds") and the proj- ect to be financed with the proceeds thereof and has submitted to the Unit certified minute entries containing the proceedings from such hearing, a copy of such minute entries being attached hereto as Exhibit A; WHEREAS, in order to satisfy the requirements of section 103(k) of the Code, it is necessary for the Unit to approve the Bonds after such public hearing has been held; WHEREAS, Section 25(f) of the Act requires that the Governing Body of the Unit approve the resolution of the Issuer providing for the issuance of the Bonds no more than sixty (60) days prior to the delivery of the Bonds; and WHEREAS, it is deemed necessary and advisable that this Resolution be adopted; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK, TEXAS, THAT: SECTION 1. The Resolution Authorizing $6,000,000 Lubbock Industrial Development Corporation Flexible Rate Demand Industrial Revenue Bonds (McLane Company, Inc. Project) Series 1986; A Loan Agreement; An Indenture of Trust; and Other Documents Required in Connection Therewith, adopted by the Issuer on September 29, 1986 (the "Issuer Resolution"), a copy of which is attached hereto as Exhibit B and made a part hereof for all purposes, is hereby specifically approved. SECTION 2. The Bonds, which are to be issued: A. In the maximum aggregate face amount of $6,000,000, and B. To finance the acquisition, construction, improvement, and expansion, as the case may be, of ap- proximately 32.4 acres of land located at 1601 East Loop 289 (East Loop 289 and East 19th Street), a building including 103,000 square feet of warehouse space and 12,300 square feet of office space to be used as a re- gional distribution center to store dry grocery and cooler/freezer items for distribution to restaurants, schools and other institutional foodservice operations (the "Project"), which will be initially owned, oper- ated, and managed by the User doing business through its wholly -owned subsidiary, McLane/Foodservice - Lubbock, Inc., are hereby approved pursuant to section 103(k) of the Code. SECTION 3. The approvals herein given are in accor- dance with the provisions of Section 25(f) of the Act and sec- tion 103(k) of the Code, and are not to be construed as any undertaking by the Unit, and the Bonds shall never constitute an indebtedness or pledge of the Unit, or the State of Texas (the "State"), within the meaning of any constitutional or statutory provision, and the owners of the 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, except those revenues assigned and pledged by the Issuer Resolution. SECTION 4. The programs and expenditures authorized and contemplated by the Issuer Resolution are hereby in all respects approved. SECTION 5. The Mayor and the City Secretary of the Unit and the other officers of the Unit are hereby authorized, jointly and severally, to execute and deliver such endorse- ments, instruments, certificates, documents, or papers neces- sary and advisable to carry out the intent and purposes of this Resolution. PASSED AND APPROVED this October 23, 1986. 0"CUL"IUdLY , of Lubbock, (City Seal) 2 2 3 3 E 2! n c Mayor(, City of Lubbock, Texas -2-