HomeMy WebLinkAboutResolution - 1860 - Approves Bonds - LIDC - Central Freight Lines Inc Project - 11/08/1984Resolution #1860
November 8, 1984
Agenda Item #7
CERTIFICATE FOR A RESOLUTION APPROVING
BONDS AND APPROVING A RESOLUTION
BY LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION
PROVIDING FOR THE ISSUANCE OF $3,000,000
LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION
INDUSTRIAL DEVELOPMENT REVENUE BONDS
(CENTRAL FREIGHT LINES INC. PROJECT)
SERIES 1984
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 on November 8, 1984
(the "Meeting"), at the City Hall, 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:
Alan Henry
T. J. Patterson $
George Carpenter
E. Jack Brown
Robert A. Nash Q
Joan Baker
Maggie Trejo
Mayor
Councilmembers
All f such persons were p esent, except the following:
Counci�hionati ;�a_1e Tre�o and Coundi�Imian Job :lasts thereby
constituting a quorum. whereupon a written
RESOLUTION APPROVING
BONDS AND APPROVING A RESOLUTION
BY LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION
PROVIDING FOR THE ISSUANCE OF $3,000,000
LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION
INDUSTRIAL DEVELOPMENT REVENUE BONDS
(CENTRAL FREIGHT LINES INC. PROJECT)
SERIES 1984
(the "Resolution") was duly introduced for the consideration
of the Governing Body and read in full. It was then duly
moved by Councilwoman Bakerand seconded by Mayor Pro Tem Carpenter, ---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:
For: 5 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.
(SEAL)
SIGNED AND SEALED this November 8, 1984.
Cit Secretary, City of Lubbock,
Texas
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RESOLUTION APPROVING BONDS AND
APPROVING A RESOLUTION BY
LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION
PROVIDING FOR THE ISSUANCE OF $3,000,000
LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION
INDUSTRIAL DEVELOPMENT REVENUE BONDS
(CENTRAL FREIGHT LINES INC. PROJECT)
SERIES 1984
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, 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 project to be financed with the proceeds
thereof and has submitted to the Unit certified minute
entries containing the proceedings from such hearing which
proceedings are 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 $3,000,000
Lubbock Industrial Development Corporation Industrial
Development Revenue Bonds (Central Freight Lines Inc.
Project) Series 1984; A Loan Agreement; An Indenture of
Trust; and Other Matters in Connection Therewith, adopted
by the Issuer on October 25, 1984 (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
$3,000,000, and
B. To finance the acquisition, construction,
improvement, and expansion, as the case may be, of
a local office and terminal building, a freight
handling building, a freight dock, a shop building,
fuel island and shed, fueling facility with underground
storgage, oil separator, and parking area (the
"Project"), which will be located on approximately 20
acres of land in both the City of Lubbock, Texas, and
Lubbock County, Texas, and described as being in the
82nd Acres Addition of the City of Lubbock, Lubbock
County, Texas, with eighty feet of the Project site
fronting on 82nd Street approximately 730 feet east of
the intersection of Avenue D and 82nd Street and
bounded on the east by Ash Avenue and on the west by an
alley running north/south that is accessible from
Avenue D, and will be initially owned, operated, and
managed by the User,
are hereby approved pursuant to section 103(k) of the Code.
Section 3. The approvals herein given are in
accordance with the provisions of Section 25(f) of the Act
and section 103(k) of the Code, and are not to be construed
as any undertaking by the Unit, and the Bonds shall never
contitute 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 endorsements, instruments, certificates, documents, or
papers necessary and advisable to carry out the intent and
purposes of this Resolution.
PASSED AND APPROVED.this November 8, 1984.
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EXHIBIT A
CERTIFICATE
I, the undersigned, Ast. 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 25, 1984, at the Lubbock Chamber of
Commerce, 14th and Avenue K, 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 those industrial
development revenue bonds styled as follows:
$3,000,000 LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION
INDUSTRIAL DEVELOPMENT REVENUE BONDS
(CENTRAL FREIGHT LINES INC. PROJECT)
SERIES 1984
(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 October 25, 1984.
_= Asst. Secretary, Lubbock Industrial
ry' Development Corporation
;(SEAL)
A-1
EMF PT FMM THE MI &MM OF THE MEETING OF OCTOBER 25, 19 84 .
The President of the Board of Directors then opened a public
hearing for the purpose of hearing from interested nwbers of the public
concerning the proposed issuance of those industrial development revenue
bonds- styled "Lubbock Industrial Development Corporation Industrial
Development Revenue Bonds (Central Freight Lines Inc. Project) Series
1984," in the aggregate principal amount of $3,000,000 (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. The President of the Board of Directors then asked if there
was anyone who wished to speak either for or against the issuance of the
Bonds or the project to be financed with the proceeds of the Bonds.
There being no persons identifying themselves as desiring to speak, the
President of the Board of Directors then announced that the hearing was
closed.
EXHIBIT B
E�1
RESOLUTION AUTHORIZING
$3,000,000 LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION
INDUSTRIAL DEVELOPMENT REVENUE BONDS
(CENTRAL FREIGHT LINES INC. PROJECT) SERIES 1984;
A LOAN AGREEMENT; AN INDENTURE OF TRUST; 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") is empowered, on behalf of the
City of Lubbock, Texas (the "Unit"), to finance the cost of
projects to promote the development and expansion of
manufacturing, distribution and industrial facilities to
promote and encourage employment and the public welfare by
the issuance of obligations of the Issuer which projects
will be located within or partially within the Unit's
boundaries.
WHEREAS, CENTRAL FREIGHT LINES INC., a Texas
corporation (the "User"), has requested the Issuer to issue
industrial development revenue bonds and lend the proceeds
thereof to the User to finance the cost of acquiring,
constructing, reconstructing, improving, or expanding, as
the case may be, an industrial and distribution project (the
"Project") ;
WHEREAS, on July 2, 1984, the Issuer adopted a
"Resolution Concerning the Issuance of Industrial Develop-
ment Revenue Bonds to Finance a Project for the Benefit of
Central Freight Lines, Incorporated" (the "Initial
Resolution");
WHEREAS, in order to finance the Project, the
Issuer proposes to issue its industrial development revenue
bonds styled "Lubbock Industrial Development Corporation
Industrial Development Revenue Bonds (Central Freight Lines
Inc. Project) Series 1984," in the aggregate principal
amount of $3,000,000 (the "Bonds"); and
WHEREAS, pursuant to section 103(k) of the
Internal Revenue Code of 1954, as amended, a public hearing,
following published notice thereof, was held by the Issuer
on October 25, 1984, at which time the Project and the
issuance of the Bonds were considered; and
WHEREAS, there have been presented to the Board of
Directors (the "Board") of the Issuer proposed forms of each
of the following items:
1. A Loan Agreement dated as of October 1, 1984
(the "Agreement"), by and between the Issuer and the User,
including a promissory note from the User to the Issuer in
the principal amount of the Bonds (the "Note");
2. An Indenture of Trust dated as of October 1,
1984 (the "Indenture"), by and between the Issuer and The
First National Bank of Amarillo (the "Trustee");
NOW, 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 and to the Texas Economic Development
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
increasing employment within the
Unit's boundaries; and
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 of the Board is hereby authorized and directed,
for and on behalf of the Issuer, to date, sign, and
otherwise execute the Agreement, and the Secretary or, in
the alternative, the Assistant Secretary is authorized and
directed, for and on behalf of the Issuer, to attest such
signature, and such officers are hereby authorized to affix
the Issuer's seal to the Agreement and deliver the
Agreement.
Section 3. The Bonds in the aggregate principal
amount of $3,000,000 are hereby authorized to be issued for
the purpose of lending the proceeds thereof to the User to
be used to pay costs of acquiring, constructing,
reconstructing, improving, or expanding, as the case may be,
the Project. The Board hereby approves the Indenture in
substantially the form and substance presented to the Board
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and the President or, in the alternative, the Vice President
of the Board is hereby 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, the
Assistant Secretary of the Board is hereby authorized to
attest such signature, and such officers are hereby
authorized to deliver the Indenture.
Section 4. The Board hereby approves the Bonds in
substantially the form and substance set forth in the
Indenture and the President or, in the alternative, the Vice
President of the Board and the Secretary or, in the
alternative, the. Assistant Secretary of the Board are hereby
authorized and directed, for and on behalf of the Issuer, to
execute the Bonds or have their facsimile signatures placed
upon the Bonds, and such officers are 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 5. The Trustee is hereby appointed as
trustee under the Indenture thereby serving as both
Registrar and Paying Agent under the terms of the Indenture.
Section 6. The sale of the Bonds to The First
National Bank of Amarillo at a price of 100% of the
principal amount of the Bonds is hereby authorized and
approved.
Section 7. The President, the Vice President, and
the Secretary and the Assistant Secretary of the Board are
hereby severally authorized to execute and deliver to the
Trustee the written order on behalf of the Issuer for the
authentication and delivery of the Bonds by the Trustee in
accordance with the Indenture.
Section 8. All action (not inconsistent with
provisions of this Resolution) heretofore taken by the Board
and the officers of the Issuer directed toward the financing
of the Project and the issuance of the Bonds shall be and
the same hereby is ratified, approved, and confirmed.
Section 9. The officers of the Issuer (including
the Assistant Secretary) shall take all action in conformity
with the Act 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 contemplated by the Bonds, the Initial
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Resolution, and this Resolution, including without
limitation, the execution and delivery of any closing
documents in connection with the issuance of the Bonds.
Section 10. The officers executing the documents
approved by this Resolution are hereby authorized to approve
such changes to said documents as are necessary and
appropriate and not contrary to the general tenor hereof or
thereof.
Section 11. After any of the Bonds are issued,
this Resolution shall be and remain irrepealable until the
Bonds and the interest and any premium thereon shall have
been fully paid or provisions for payment thereof shall have
been made pursuant to the Indenture.
Section 12. 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
the 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 the law.
PASSED AND APPROVED this October 25, 1984.
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GENERAL CERTIFICATE
THE STATE OF TEXAS
COUNTY OF LUBBOCK
The undersigned, Mayor of the .City of Lubbock,
Texas (the "Unit"), does hereby certify as follows:
1. This Certificate is executed with reference
to that series of bonds- styled Lubbock Industrial
Development Corporation Industrial Development Revenue Bonds
(Central Freight Lines Inc. Project) Series 1984, in the
aggregate principal amount of $3,000,000 (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 a resolution of the
Unit.
4. On July 2, 1984, and at all times since that
date, the following persons have duly constituted the
members of the Board of Directors of the Issuer (the
"Board"):
B. C. McMinn
George Miller
Marion Sanford
George Scott, Jr.
Alan Henry
Moises Perez
Bob Suter
5. On November 8, 1984, and at all times since
that date, the following persons have duly constituted the
members of the governing body of the Unit:
Name
Alan Henry
T. J. Patterson
George Carpenter
E. Jack Brown
Robert A. Nash
Joan Baker
Maggie Trejo
Office
Mayor
Councilmember
Councilmember
Councilmember
Councilmember
Councilmember
Councilmember
6. The Unit, by a written resolution dated
November 8, 1984, a copy of which is attached hereto as
Exhibit A, has approved the issuance of the Bonds solely and
specifically for the purposes of satisfying the -requirements
of (i) Section 25(f) of the Development Corporation Act of
1979, Article 5190.6, Vernon's Texas Civil Statutes, as
amended, and (ii) section 103(k) of the Internal Revenue
Code of 1954, as amended, 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
expenditures of the Issuer in connection with the issuance
of the Bonds and the transactions contemplated thereby.
8. No litigation is pending against the Unit 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.
n Nove 1984, and at all times since that
date, has been the duly
appointed, I qualified, and acting City Secretary of the Unit
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whose signature appearing on the following certificate is
true and genuine.
SIGNED THIS ���,��/�rx�,.�^�, 1984.
Mayor, LCity of ubboc Texas
I, the City Secretary of the Unit, hereby certify
that Alan Henry is the duly elected, qualified, and acting
Mayor of the Unit whose signature appearing above is true
and genuine.
Cit Secretary, City of Lubbock,
Texas
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