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HomeMy WebLinkAboutResolution - 1743 - Approve Issuance Of Bonds - LIDC - Savage Fiberglass Pipe Inc Project - 07/12/1984I JUL 121984 DGV:da RFSnt_l1TTON RESOLUTION 1743 - 7/12/84 RESOLUTION APPROVING THE RESOLUTION OF THE LUBBOCK INDUSTRIAL DEVELOP- MENT CORPORATION PROVIDING FOR THE ISSUANCE OF LUBBOCK INDUSTRIAL DEVELOP- MENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (SAVAGE FIBERGLASS PIPE, -INC. PROJECT) SERIES 1984. WHEREAS, the Lubbock Industrial Development Corporation (the "Issuer") was created under the auspices of the City of Lubbock,.Texas (the "Unit"); and WHEREAS, it is deemed necessary and advisable that this Resolution be adopted; THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK, TEXAS THAT: SECTION 1. The Resolution authorizing Lubbock Industrial Development Corporation Industrial Development Revenue Bonds (Savage Fiberglass Pipe, Inc. Project) Series 1984; a Loan Agreement; an Indenture of Trust; Acceptance of a Guarantee Agreement; Acceptance of a Deed of Trust, Acceptance of a Security Agreement; Acceptance of IRS Form 8038; and other matters in connection therewith, adopted by the Issuer on June 27, 1984; a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes providing for the issuance of "Lubbock Industrial Development Corporation Industrial Development Revenue Bonds (Savage Fiberglass Pipe, Inc. Project) Series 1984," in the original principal amount of $6,500,0009 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 the Bonds shall never constitute an indebted- ness or pledge of the Unit, or the State of Texas, within the meaning of any constitutional or statutory provision, and the holders 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 of Texas except those revenues assigned and pledged by the Resolu- tion. SECTION 3. The programs and expenditures authorized and contemplated by the aforesaid documents are hereby in all respects approved. SECTION 4. The Mayor and City Secretary of the Unit, and its other officers of the Issuer 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. Exhibits: A - Resolution of Lubbock Industrial Development Corporation Passed by the City Council this ay of J cz % , 1984. ATTEST: ALAIV ALAHENRY, FRY01T City Secretary APPROVED AS TO CONTENT: Jim Blagg, Deputy CIV96nager APPROVED AS TO FORM: o,Q -7.�.� .� . Vandiver, Assistant City Attorney - 2 - DGV:da RESOLUTION 1743 - 7/12/84 CERTIFICATE CERTIFICATE FOR RESOLU ION APPROVING THE RESOLUTION OF THE LUBBOCK INDUSTRIAL DEVELOPMENT CORP RATION PROVIDING FOR THE ISSUANCE OF LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (SAVAGE FIBERGLASS PIPE, 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 1 session at Lubbock, Texas of nated meeting place, and thi members of the Governing Bo( Alan Henry George Carpenter Joan Baker E. Jack Brown Bob Nash Maggie Trejo T.J. Patterson the "Governing Body") of the Unit convened in July 12, 1984 (the "Meeting"), at the desig- roll was called of the duly constituted y, to wit: Mayor Mayor Pro Tem Councilwoman Councilman Councilman Councilwoman Councilman All of such persons were pr sent, except the following absentees: T. J. Patterson , .ng a quorum. Whe eupon among other business, a written: thus RESOLUTION APPROVING THE RESOLUTION OF THE LUBBOCK INDUSTRIAL DEVELOP- MENT CORPORATION PROVIDING FOR THE ISSUANCE OF LUBBOCK INDUSTRIAL DEVELOP- MENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (SAVAGE FIBERGLASS PIPE, INC. PROJECT) SERIES 1984. (the "Resolution") was duly Governing Body. Thereupon, Body that, if any member ha received any money from, Sa entity that would receive a Directors' vote on the Reso her relatives, by blood or who have received money froi abstain from participating Resolution and, (2) before Secretary stating the natur money. A copy of each such these Minutes as an exhibit be adopted; and, after due introduced for the consideration of the the Presiding Officer instructed the Governing any legal or equitable interest in, or has age Fiberglass Pipe, Inc. or any other business economic benefit as a result of the Board of ution, or if any member knows of any of his or arriage, who have an ownership interest in, or such business entities, that member must (1) Ln the discussion and in the vote on the uch vote is taken, file an affidavit with the of such ownership interest or such receipt of affidavit that was so filed is attached to It was moved and seconded that the Resolution iscussion, said motion, carrying with it the adoption of the Resolution, prevailed and carried. It was moved and seconded and, after due discussion, said motion, carrying with it the adoption of the Resolution, prevailed and carried by the following votes: AYES: 5 NOES: 0 ABSTAIN: 1 2. A true, full and correct copy of the Resolution is attached to and follows this Certificate; the Resolution 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 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 consent, in advance, to the holding of the Meeting for such purpose; and the Meeting was open to public, and the 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. SIGNED AND SEALED this 12th day of July , 1984. (SEAL) Prepared by Development Solutions, Inc. - 2 - I CITY SECRETARY THE CITY OF LUBBOCK, TEXAS i r EXHIBIT A RESOLUTION 1743 - 7/12/84 A CERTIFICATE FOR RESOLUTION LUBBOCK INDUSTMAL DEVELOPlSENT CORPORATION' INDUSTRIAL DEVELOPMENT REVENUE BONDS (SAVAGE FIBERGLASS PIPE, INC. PROJECT) SERIES 1984; A LOAN: AGREEMENT; AN INDENTURE OF TRUST; ACCEPTANCE OF A GUARANTEE AGREEMENT; ACCEPTANCE OF A DEED OF TRUST; ACCEPTANCE OF A SECURITY AGP.EEMENT; ACCEPTANCE OF -IRS FORM 8038; AND OTHER MATTERS IN CONNECTION THEREWITH. I, the undersigned Officer of the Lubbock Industrial Development Corporation (the "Issuer"), 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 June 27 , 1984 (the "Meeting") at the designated meeting place, and the roll was called of the duly constituted members of the Board; to -wit: B. C. McMinn George Miller Marion Sanford Moises Perez George Scott, Jr. -• Bob Suter Alan Henry President Vice President Secretary Director Director ,pirector Director All of such persons were present, except the following absentees: thus constituting a quorum. Whereupon among other business a written: RESOLUT109 AUTHORIZING LUBBOCK INDUSTRIAL. DEVELOPMENT CORPOR-ATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (SAVAGE FIBERGLASS PIPE, INC. PROJECT) SERIES 1984; A LOAN AGREEMENT;' AN INDENTURE OF TRUST; ACCEPTANCE OF A GUARANTEE AGREEMENT; ACCEPTANCE OF A DEED OF TRUST; ACCEPTANCE OF A•SECURITY AGREEMENT; ACCEPTANCE OF IRS FORM 8038; AND OTHER MATTERS IN CONNECTION THEREWITH. (the "Resolution") was duly introduced for the, consideration of the Board and read in full. Thereupon; the Presiding Officer instructed the Board that, if any member has any legal or equitable interest in, or has received any money from, Savage Fiberglass Pipe, Inc. or any other business entity that would receive an economic benefit as a result of the Board of Directors' vote on the Resolution, or if any member knows of any of his or her relatives, by blood or marriage, who have an ownership interest in, or who have received money from, such business entities, that member must (1) abstain from participating in the discussion and in the vote on the Resolution and, (2) before such vote is taken, file an affidavit with the Secretary stating the nature of such ownership interest or such receipt of money. A copy of each such affidavit that was so filed is attached to these Minutes as an exhibit. It was moved and seconded that the Resolution be adopted; EXHIBIT A 91 4 � � and, after due discussion, said motion, currying with it the adoption of the Resolution, prevailed and carried by the following votes: FOR: (0 AGAINST: O ABSTAINED: C) 2. A true, full, and correct copy of the Resolution is attached to and follows this Certificate; the Resolution 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 Board; 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 Articles 6252-17, Vernon's Texas Civil Statutes, as amended. SIGNED AND SEALED this 27th day of June, 1984. (Seal) EXHIBIT A h4 RESOLUTION AUTHORIZING LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (SAVAGE FIBERGLASS PIPE, INC. PROJECT) SERIES 1984; A LOAN AGREEMENT; AN INDENTURE OF TRUST; ACCEPTANCE OF A GUARANTEE AGREEMENT; ACCEPTANCE OF A DEED OF TRUST; ACCEPTANCE OF A SECURITY AGREEMENT; ACCEPTANCE OF IRS FORM 8038; AND OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the 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 enterprises to promote and encourage employment and the public welfare by the issuance of obligations of the Issuer which . projects will be inside the Unit's boundaries; WHEREAS, Savage Fiberglass Pipe, Inc. (the "User"), has requested the Issuer to finance the cost of acquiring, constructing, reconstructing, improving, or expanding, as the case may be, an industrial project (the "Project"); WHEREAS, on February 16, 1984, the Issuer adopted a "Resolution Concerning Issuance of Bonds to Finance a Project for Savage Fiberglass Pipe, Inc. (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 (Savage Fiberglass- Pipe, Inc. Project) Series 1984" (the "Bonds"); and WHEREAS, there have been presented to the Issuer proposed forms of each of the following: 1. Loan Agreement, dated as of June 15, 1984, (the "Agreement"), between the Issuer and the User; 2. Indenture of Trust dated as of June 15, 1984, (the "Indenture"), between the Issuer and''Allled Bank of Texas (the "Trustee"); ti •f 3. Guarantee Agreement, dated as of June 15, 1984 (the "Guarantee Agreement"), among Ralph A. Shoberg, J.T. Braun, and Anton N. Pfendt . (the "Guarantors"), the Trustee and the Issuer; 4. Deed of Trust dated as of June 15, 1984 (the "Deed of Trust"), from Ralph A. Shoberg to B. Forrest Taylor, as Mortgage Trustee (the "Mortgage Trustee"); 5. Security Agreement, dated as of June 15, 1984, (the "Mortgage") from the User to the Mortgage Trustee; 6. Internal Revenue Service Form 8038, dated as of June 15, 1984, regarding the Bonds; EXHIBIT A 5 WHEREAS, Allied Bank of Texas (the "Purchaser") has committed to purchase the Bonds from the Issuer following their issuance; THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION THAT: Section -1. Based solely upon the representations made to the Board of Directors (the "Board") and to the Texas Economic Development Commission by the User, it appears and the Board hereby finds that: A. The Project is required or suitable -for the promotion of industrial and manufacturing development and expansion and the development and expansion of industrial facilities and related facilities, irrespective of whether in existence or required to be acquired or constructed after the making of these findings by the Board; and B. Additionally: (i) the Project will have an impact on the employment within the Unit in that new jobs will be created thereby stabilizing and increasing employment opportunity. (ii) the Project sought to be financed pursuant to the Agreement is in furtherance of the public purpose of the Development Corporation Act of 1979 (Article 5190.6, Vernon Texas Civil Statutes, as amended), including the promotion and development of industrial enterprises to promote and encourage employment and the public welfare. Section 2. The Board, hereby approves the Agreement in substantially the form and substance presented to the Board and the President or any Vice President is hereby authorized and directed, for and on behalf of the Issuer, to date, sign, and otherwise execute the Agreement, and the Secretary or any Assistant Secretary of the Board is authorized and directed for and on behalf of the Issuer to attest the _ - Agreement, and such officers are hereby authorized 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 principal amount of $6,500,000 are authorized to be issued for the purpose of paying the cost 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 and the President or any 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 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. 0 EXHIBIT A Section 4. The Board hereby approves the Guarantee Agreement in substantially the form and substance presented to the Board and the President or any Vice President is authorized and directed, for and on behalf of the Issuer, to date, sign, or otherwise execute the Guarantee ,Agreement and the Secretary or any Assistant Secretary of the Board is hereby authorized to attest the Guarantee Agreement on behalf of the Issuer, and such officers are hereby authorized to deliver the Guarantee Agreement. Section 5. The Board hereby approves the Deed of Trust among Ralph A. Shoberg and the Mortgage Trustee, in substantially the form and substance presented to the Board. Section 6. The Board hereby approves the Mortgage among the User and Mortgage Trustee, in substantially the form and substance presented to the Board. Section 7. The Board hereby approves Internal Revenue Service Form 8038 in substantially the form and substance presented to the Board. Section:8. Theresident and 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 9. Allied Bank of Texas, Houston, Texas is hereby appointed as Trustee under the Indenture thereby serving as Registrar and Paying Agent under the terms of the Indenture, Section 10. The President, any Vice President, or the Secretary or any Assistant Secretary of the Board is hereby authorized to 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 11. All action (trot inconsistent with provisions of this Resolution) heretofore taken by the Board and officers of the Issuer directed toward the financing of the Pr'6ject and the issuance of the Bonds be and the same hereby is ratified, approved and confirmed. ~ f Section 12. The officers of the Issuer shall take all action in conformity with the Act, if 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 Resolution, this Resolution, the Agreement, the Indenture, the Guarantee Agreement, the Deed of Trust, and the Mortgage, including without limitation, the execution and delivery of any closing documents in connection with the issuance of the Bonds. Section 13. After any of the Bonds are issued, this Resolution shall be and remain irrepealable until the Bonds or interest thereon EXHIBIT A 7 shall have -been fully paid or provisions for payment made pursuant to the Indenture. Section 14. The sale of the Bonds to the Purchaser for $6,500,000.00 is hereby approved. Section 15. If any section, paragraph,.clause, or provisions of the Resolution shall be held to be invalid or enforceable the invalidity or unenforceability of such section, paragraph, clause, 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. XXXXXXXXXXX EXHIBIT A j EXHIBIT A