HomeMy WebLinkAboutResolution - 932 - Memo Of Agreement - LIDC - Industrial Development Project, Bancroft Bag Inc - 09/24/1981SO
RESOLUT3?N 932 - 9/24/81
CITY SECRETARY -TREASURER
A RESOLUTION by the City Council of the City of
Lubbock, Texas, ratifying, confirming and approving
a "Memorandum of Agreement"
pertaining to the
financing of an industrial development project
between the Lubbock Industrial Development Corporation
and Bancroft Bag, Inc.
WHEREAS, the Lubbock Industrial Development Corporation
(the "Issuer") has submitted to this City Council for approval
a "Memorandum of Agreement" between the Issuer and Bancroft Bag,_
Inc. (the "Company') pertaining to the financing of an
industrial development project, such agreement being attached
hereto as Exhibit A and made a part of this resolution for
all purposes;.and
WHEREAS, this City Council has reviewed the foregoing
agreement and determined that such project will promote and
encourage employmentwithin the City of Lubbock, Texas, and
benefit the public welfare and the same should be approved;
now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
LUBBOCK, TEXAS:
SECTION 1 That the "Memorandum of Agreement" attached
hereto as Exzi it A, by and between the Issuer and the.
Company is hereby in all respects 'ratified, confirmed and
approved and the parties thereto may proceed with the project
described therein and the making of arrangements for the -
financing thereof.
SECTION 2: That any bonds, or other obligations,
issued as a result of the Memorandum of Agreement herein
approved shall not constitute a debt.of the State of Texas,
the City of Lubbock, Texas or any other political corporation,
subdivision or agency of the State of Texas or a -pledge of the -
faith and credit of any of them, but any such bonds or
obligations shall be payable solely from those funds derived
and resulting from, any and all agreements by and between
the Issuer and the Company, and all such bonds orobligations
issued shall contain on their face a statement to the effect
that neither the State, the City nor any political corporation,
subdivision or agency of the State shall be obligated to pay
the same or the interest thereon and that neither the faith
and credit nor the taxing power of the State, the City, or
any -political corporation, subdivision or agency thereof is
pledged to the payment of the principal of or interest on
such bonds
&er
PASSED AND APPROVED, this the d 1981.
ATTEST: Ma1r,Citk of Lubbock, Texas
City Secf eta •y, CiX)(/
Lubbock, Texas
ice; r.r _c��11__-_
AlEi�IORANDUAI OF AGREEP.'IENT'
THE STATE OF TEXAS S
S
COUNTY OF LUBBOCK S
THIS.AGREEIIN'IENT, dated as of the 8thday of July -
1981, by and between the LUBBOCK INDUSTRIAL DEVELOPINIENT CORPORATION',
a non-profit corporation created under and pursuant to the laws of the State
of Texas, particularly fhe Development Corporation Act of 1979, (hereinafter
referred to as the "Corporation") and Bancroft Bag, Inc. -
a corporation duly incorporated and fully qualified to transact business is the
State of Texas (hereinafter called the "Company ") ,
WITNESSETH:
WHEREAS, the Company has submitted to the Corporation an -
"Application for Financial Participation" seeking the Corporation's approval
and agreement to provide for the financing of a project to expand and improve
the .Com pany Is manufacturing capabilities (hereinafter called the "'Project"); and
WHEREAS,,, the Corporation has approved such "Application for Finan
tial Participation" and determined that the project desired to be financed appears-
to
ppearsto qualify and satisfy* the public purposes for which the Corporation was created
and established, to wit: the promotion and development of commercial, indus-
trial and manufacturing -'enterprises to promote and encourage employment within,
and the public welfare of the citizens of, the City of Lubbock, Texas (the "City");
NOW, THEREFORE, the Corporation and Company hereby agree as
follows
(1) The Corporation shall issue revenue bonds, in one or:nmore
series, (the "Bonds") in an aggregate principal amount of not to exceed Ten
Million Dollars ($10,000,000) for the purpose of financing the costs of acquisition,
construction and improvement of the Project which is located wholly or partly
within the boundaries of the City.
(2) The obligations of the Corporation and Company -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 opinion 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 may be deemed
r , necessary by the Company or bond counsel with respect to the Project. the
V Bonds or any instrument relating thereto, from such governmental agencies
and entities as may possess , or may have asserted authority or jurisdiction
a
over or interest in matters pertaining to the Project, all of which shall be in
full force and effect at the time of the issuance of the Bonds.
(3) Substantially all of the proceeds of the Bonds shall be used
solely to finance the acquisition, construction and improvement of -the Project,
c�: e fir,, -;U:. ther•�of, f;en ul; :Icscribed in tine "De alopmer3 .'r;,jcc•_
Financing Questionnaire" submitted by the Company.
(4) The Bonds shall be issued only pursuant to a resolution or
resolutions of the Corporation's Board of Directors which win be approved,
as to form, in uniting, by bond counsel. Subject to the terms hereof, the
Corporation agrees as follows: _
(a) Substantially all of the proceeds of the Bonds shall be
used to pay the costs of acquiring, constructing or in land
and property of a character subject to -the allo-tyance for depreciation
under Section 1967 of the Internal Revenue Code of 1954, as amended.
The costs of issuance, reserve (if any) and any other "ineligible"
expense of the Project shall not exceed 10% of the net proceeds.
(b) To cooperate with the Company with respect to the issuance
and sale of -the Bonds, and if arrangements therefor satisfactory to
to the Company and the .Corporation can be made, the Corporation
will authorize the execution of such documents and will take such
further action as may be necessary. or advisable for the authorization,
issuance and sale of the Bonds and the completion of the Project.
(c) To take such actions and execute such documents as may be
necessary and as may be agreed upon between the 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, wither
pari passu with other series of Bonds or otherwise, for the purpose
of defraying the cost of completions, enlargements, improvements
grid expansions of the Project, or any segment thereof, as requested
by the Company, and within the limitations of Section 103 (b) (6) of
the Internal Revenue Code of 1954, as amended. -
(5) The Company and the Corporation will. enter into a contract
under the terms .of which the Company* will unconditionally obligate itself to --
pay to the -Corporation (or a trustee, as the case may be) sums sufficient in the
aggregate to pay the principal of, interest on and redemption premiums, if any
together with trustee's fees and fees of paying agents, with respect to the Bonds,
as and when the same become due and payable.
(6) Provision shall be made in each resolution of the Corporation's
Board of Directors providing for the issuance of the Bonds for payment to the
Corporation from the proceeds of the Bonds of an amount equal to all costs
incurred by it (including legal fees) in connection with the issuance and sale
of the Bonds
(7) In the event no Bonds shall have been issued pursuant hereto
on or before five Nears from the date hereof, the Corporation's obligation to
issue Bonds shall cease, and the Company shall pal to the Corporation an
;.1i:1ount cLj'.1'Ed iu a i costs, direct or lndir ec'I , incl- r -_-ed !j` fl e Cor parntio.l in
negotiating contracts hereunder, in acquiring and constructing the Project or
any part thereof, and in preparing for issuance of Bonds which are not actually
issued; -and the Corporation shall transfer to the Company good title to all real
or personal property theretofore transferred by the Company to the Corporation
and all other real or personal property acquired by the Corporation witli any
funds advanced to the Corporation by the Company hereunder.
(8) Upon completion of the acquisition, construction and improvement
of.the Project, the same shall be operated and maintained by the Company without
cost or expense to the Corporation.
(9) The Company agrees to (a) pay all Project costs (as defined by
the Development Corporation Act of 1979) which are not or cannot be paid or
reimbursed from the proceeds of Bonds, and (b) at all times,_to indemnify- and
hold harmless the Corporation against all losses, costs, damages, expenses and
liabilities of whatsoever nature (including but not limited to attorney's fees,
litigation and court costs, amounts paid in settlement and amounts paid to
discharge judgments) directly or indirectly resulting from, arising 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 Project.
(10) 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 by administering
the Bonds subsequent to the issuance through final maturity and pay me zit and
such other payments as shall be agreed upon in writing between the parties.
(11) 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.
(12) If Bonds are not issued for any reason, the. Company shall have
no obligation under this Agreement, except for the obligations provided in
paragraphs (7) and (9) .
(13) 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.
i
(14) The Company agrees that any official statement, prospectus
and other offering memoranda, used in the offering and sale of the Bonds to
any lender, purchaser or investor shall contain prominent disclosure sub-
stantially to the effect (a) that neither the Corporation or the City ;ies undertaken
t:) review or has ass,.,med any responsibility for the matters contained tl•.yreirr
except soiel as co mat.-ers relating to a description of the Bonds being offered
thereby; (b) that all approvals, findings and determinations by the Corporation,
respectively, are and have been .made by each for its own internal uses and
purposes in performing its duties under the Act, under the Texas Industrial
Commission's regulations and under the Corporation's Regulations; (c) that
notwithstanding their respective approvals of the Bonds and the Project,
neither the City nor the Texas Industrial Commission, respectively, are and
have been made by each for its own internal uses and purposes in performing
its duties under the Act; under the Texas Industrial -Commission's regulations
and under the Corporation's Regulations; (c) that notwithstanding their respective
approvals of the Bonds and the Project, neither the City* nor the Texas Industrial
Commission endorses or in any manner, directly or indirectly, guarantees or
promises to pay* such Bonds from any source of funds of either or guarantees,
warrants, or endorses the creditworthiness or credit standing of the. Company _
or of any guarantor of such Bonds, or in any manner guarantees, warrants or
endorses the investment quality or -value of such Bonds and (d)- that stich Bonds
are payable solely from the funds and secured solely by propertyfurnished
and to be furnished and provided by. the Company and any guarantor and are not
in any manner payable wholly or`partially from any funds or properties otherwise
► belonging to the Corporation; and (e) that by its issuance thereof, the Corporation
does not in any manner, directly or indirectly, guarantee, warrant or endorse
the creditworthiness or credit standing of the Company or of any guarantor of
such Bonds or the investment quality or value of the same.
(15) The obligations assumed by the Company hereunder may not,
without the approval of the Corporation, be assigned or assumed by- another,
except that:
(a) Any corporation which owns 100% of the outstanding share
of the Company's voting stock may assume the obligations of the
Company hereunder; and
(b) Any subsidiary organization which is awned 100% by the
Company* may assume the obligations of the Company if the Company
guarantees the payment of the principal of and interest on bonds
issued to provide the Project as well as any other fees or expenses
incurred by the Corporation in connection with the issuance of such
bonds or in connection with the Project.
(16) The Project is more fully described in attached Exhibit A.
V
(17) The firm of Dumas, Huguenin, Boothman and Morrow is
hereby designated as Bond Counsel by the Corporation (and accepted by
the Cozipanh) in connection with the financing contemplated herein. Such
firm shall prepare the legal documents which form a part of the application
to the Texas Industrial Commission and those which may be required for the
r,:T..di-.on of an opinion a- ,s tJ the 'va id0r„ of the
Bonds andas to the
interest on the Bonds is exempt from federal income taxes. Such firm has not
been engaged by the Corporation to obtain a permit for the sale of bonds under "
The Securities Act of Texas or with respect to the registration or qualification
of the Bonds or indenture under the Securities Act of 1933 or the Trust. Indenture
Act of 1939, or the preparation of any Blue Sky Surveys or Legal Investment
Surveys.
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement by and through their respective officers, -thereunto duly
authorized, as of the 8th day of July , 1981_
LUBBOCK INDUSTRIAL DEVELOPLUENT CORPORATION
BY:
President, Board of Directors
ATTEST:
Secretary, Board of Directors
(Seal, of Corporation)
BY: -
ATTEST:
(CompanSeat)
CERTIFICATE OF CITY SECRETARY
'THE STATE OF TEXAS §
COUNTY OF LUBBOCK §
§
CITY OF LUBBOCK §
I, the undersigned, City Secretary of the City of
Lubbock, Texas, DO HEREBY CERTIFY as follows:
S embe
1. That on the 24th day of �, �.5$1, the City
Council of the City oTLuSbock, Texas, convened in
session at its regular meeting place inthe City Halr of
said City; the duly constituted members of the Council being
as follows:
BILL McALISTER MAYOR
ALAN HENRY )
M. J. ADERTON ) COUNCIL'MiBERS
E. JACK BROWN )
JOAN BAKER ) _
and all of said persons were present at said meeting, except
the following: None absent Among
other business consiZered at said meeting, the attached
resolution entitled:
RESOLUTION NO. 932
"A RESOLUTION by the City Council of the City of
Lubbock, Texas, ratifying, corfi ming and approving
a 'Memorandum of Agreement' pertaining to the
financing of an industrial development project.
between .the Lubbock Industrial Develop=ent Corporation
and Bancroft Bag, Inc."
was introduced and submitted to the Council for passage and
adoption. After presentation and due consideration of the
resolution, a motion was made by Councilman M. J: Aderton that
the resolution be finally passed and aaopte he motion
was seconded by Councilwoman Joan Baker and carried by the
following vote:
5 voted "For" ' 0 ' voted "Against" 0 abstained
all as shown .in the official Minutes of tie Council for the
meeting held on the aforesaid date.
2. That the attached resolution is a true and correct
copy of the original on file in the official records of the
City; the duly qualified and acting members of the City
Council of said City on the date of the aforesaid meeting
are those persons shown above and, according to the records
of my office, each member of the Council .,-as given actual
notice of the time, place and purpose of .he meeting and had
actual notice that the matter would be considered; and that
said meeting, and deliberation of the aforesaid public
business, was open to the public and written notice of said
meeting, including the subject of the entitled resolution,
was posted and given in advance thereof in compliance with
the provisions of Article 6252-17, Section 3A, V.A.T.C.S.
IN WITNESS WHEREOF,'I have hereunto signed my name
officially and affixed the seal of said City, this the
24th day of -J*kWx 1981.
September
ty Sec etary, City"
Lubbock, Texas
(City Seal)
V
SEE: Reso. 923, 9/2481
C!TY SECRETARYJREASURER
CHANGE ORDER NO. 4
Improvements to Municipal
Water Treatment Plant and
Pump Station No. 9
Lubbock, Texas
May 27, 1982
TO: Jack Cooper Construction Co., Inc.
P. 0. Box 1153
Temple, Texas 76503-1153
General description of work included in original contract: The construc-
tion -of six rapid sand filters and a 15 mgd pump station at the Municipal
Water Treatment Plant, construction of 25 mgd Pump Station No. 9 and chlori-
nation and electrical control building, and other related items.
Original Amount of Contract . . . . . . . . . . . $ 3,118,176.00
Change Order No. 1 . . . . . . . . . . . . . . . . -0-
Change Order No. 2 . . . . . . . . : . . . . . . . 4,739.00
Change Order No. 3 . . . . . . . . . . . . . . 15,140.00
Change Order No. 4 . . . . . . . . . . . . . . 2,600.00
Adjusted Contract Amount . . . . . . . . o . . $ 3,140,655.00
Adjustment in Construction Time . . . . . . . None
WHEREAS, it is desirable to make changes in -the work to be constructed
under this project.
THIS AGREEMENT WITNESSETH: in consideration of the mutual advantage
gained, the Owner and the Contractor agree to the changes indicated below
and further agree that the amount of the contract shall be adjusted by the
amount shown above.
1. Remove existing 16" pump discharge piping and
install new fabricated 16" pump discharge piping
to accomodate installation of new 36" waste-
water piping including all fittings, anchorage,
2" air valve installation, valve box, support
of other adjacent existing piping, trenching,
welds, labor, and incidentals complete.
Add . . . . . . . . . . . . . . . . . . . . $ 2,600.00
CHANGE ORDER NO. 4
Page 1 of 2
The aforementioned changes and work affected thereby, are subject to
all contract stipulations and covenants.
The Owner and the Contractor agree that there will not be an adjustment
to the time allowed for completion of the project for the above listed
changes.
IN WITNESS THEREOF, the Owner and the Contractor have hereto set
their hand this the . 17th day of June , 1982.
RECOM ENDED: PARKHILL, SMITH & COOPER, INC., Consulting Engineers
By. N,� ,Proj. Engineer, J --Z7 , 1982
APPROVED: JACK COOPER CONSTRUCTION CO., INC., Contractor
BY *Vice President .,dune 4. , 1982
APPROVED: CITY OF LUBBOCK, TEXAS, Owner
By M June 17, 1982
_ Asst. City Manag
'ATTEST.-
Cit Secreta
CHANGE ORDER NO. 4
Page 2 of 2