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HomeMy WebLinkAboutItem 08 - Aero DFW ProjectAero DFW Project Senior Air Cargo Revenue Bonds, Series 2007 Cargo Acquisition Companies Obligated Group II generate approximately 19 construction jobs with an additional payroll of approximately g$580,000. In order for the bond sale to take place, both the Industrial Development Corporation and the City Council must approve authorizing resolutions. The IDC held a public hearing on October 2, 2007 and considered a resolution at a meeting immediately prior to this Council meeting. The bonds are corporate obligations of the company and are not secured by any funds or revenues of either the Industrial Development Corporation or the City. The company has agreed to pay all costs of issuance and a fee to cover staff time and other miscellaneous costs associated with issuance of the bonds. The City Attorney has reviewed and approved the facts. George Rodriguez, bond counsel from Vinson & Elkins, will be present at the meeting along with a representative from the company to respond to questions. A copy of Mr. Rodriguez's memorandum presented to the Board is attached. If the City Council wishes to proceed with the bond issuance, approval of the resolution is recommended. WAG/sit L, - RESOLUTION NO, A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAEPVINE, TEXAS, APPROVING THE ACTION OF THE GRAPEVINE INDUSTRIAL DEVELOPMENT CORPORA- TION FOR ITS SENIOR AIR CARGO SPECIAL FACILITY REVENUE BONDS, SERIES 2007 (AERO DFW II, LP PROJECT) (CARGO ACQUISITION COMPANIES OBLIGATED GROUP II) AND PROVIDING AN EFFECTIVE DATE WHEREAS, by resolution, the City Council (the "City Council") of the City of Grapevine, Texas (the "City"), authorized and approved the creation of the Grapevine Industrial Development Corporation (the "Issuer") as a nonprofit industrial development corporation under the provisions of the Development Corporation Act of 1979, Texas Revised Civil Statutes Annotated, Article 5190.6, as amended (the "Act"); and WHEREAS, the Act authorizes and empowers the Issuer to issue industrial development revenue bonds on behalf of the City to pay all or part of the cost of projects pursuant to the Act; and WHEREAS, Aero DFW II, LP (the "Borrower"), desires that the Issuer issue its Senior Air Cargo Special Facility Revenue Bonds, Series 2007 (Aero DFW II, LP Project) (Cargo Acquisition Companies Obligated Group II) (the "Bonds"), in an amount not to exceed $11,000,000, as special limited obligations of the Issuer and loan the proceeds thereof to the Borrower to finance the acquisition, construction, reconstruction, improvement and expansion of certain leasehold air cargo facilities located at Dallas/Fort Worth International Airport (the "Project"); and WHEREAS, on November 20, 2007, the Board of Directors of the Issuer (the "Board") adopted a resolution authorizing issuance of the Bonds and approving transaction documents related thereto (the "Issuer Resolution"); and WHEREAS, section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), requires that the Bonds be approved by the "applicable elected representative" (the "Representative") after a public hearing following reasonable public notice; and WHEREAS, with respect to the Bonds, the Representative shall be the City Council; and WHEREAS, notice of a public hearing with respect to the Project and the Bonds which was held by the duly appointed hearing officer of the Issuer on October 2, 2007, was published no less than 14 days before said date, in a newspaper of general circulation available to residents within the City, to be evidenced by the Affidavit of Publication attached to the Issuer's Certificate of Public Hearing; and WHEREAS, the Issuer has held such public hearing on the date and at the time and place set out in such published notice, and conducted such hpnrinn in n mannar that provided a reasonable opportunity for persons with differing views on the issuance of the Bonds and on the location and nature of the Project to be heard; and WHEREAS, the Bonds are being issued pursuant to the Issuer Resolution to finance the costs of the Project and costs of issuance, all as more fully provided in the above referenced Financing Agreement; and WHEREAS, the Act and the Bylaws of the Issuer provide that the City Council must, by written resolution adopted no more than 60 days prior to the date of the proposed delivery of the Bonds, specifically approve the Issuer Resolution providing for the issuance of the Bonds; and WHEREAS, the City Council finds and determines that the Project is furtherance of the public purposes of the Act and therefore desires to approve the actions of the Issuer in relation to financing the Project for the Borrower. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Section 1. That all matters stated in the above preamble are true and correct and are incorporated herein as if copied in their entirety. Section 2. That the "Resolution Authorizing Grapevine Industrial Development Corporation Senior Air Cargo Special Facility Revenue Bonds, Series 2007 (Aero DFW II, LP Project) (Cargo Acquisition Companies Obligated Group); Approving a Financing Agreement, a Trust Indenture, an Official Statement and a Contract Of Purchase; and Other Matters in Connection Therewith," adopted by the Board on November 20, 2007, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, and providing for the issuance of "Grapevine Industrial Development Corporation Senior Air Cargo Special Facility Revenue Bonds, Series 2007 (Aero DFW II, LP Project) (Cargo Acquisition Companies Obligated Group II)" in an aggregate amount not to exceed $11,000,000 is hereby specifically approved. Section 3. That the City Council, acting solely in its capacity as Representative for purposes of the approval requirements of section 147(f) of the Code and for no other purpose, is authorized to approve, and does hereby approve, the Bonds. Such approval is not to be construed as (i) a representation or warranty by the City Council or the City, the State of Texas, or any other agency, instrumentality, or political subdivision of the State of Texas that the Bonds will be paid or that any obligations assumed by any of the parties under the instruments delivered in connection with the Bonds will in fact be performed, (ii) a pledge of faith and credit of or by the City or the State of Texas or any agency, instrumentality or political subdivision of the State of Texas or the City, or (iii) a representation or warranty by the City concerning the validity of the corporate existence of the Issuer or the validity of the Bonds. RES. NO. 2 Section 4. That the Mayor and the City Secretary of the City and the other appropriate officers of the City are hereby jointly and severally authorized to execute and deliver such endorsements, instruments, certificates, documents, or papers necessary and advisable to carry out the intent and purposes of this resolution. Section 5. That it is hereby found, determined and declared that a sufficient written notice of the date, hour, place and subject of the meeting of the City Council at which this Resolution was adopted was posted at a place convenient and readily accessible at all times to the general public at the City Hall of the City for the time required by law preceding this meeting, as required by the Texas Open Meetings Act, Government Code Chapter 551, and that the meeting has been open to the public as required by law at all times during which this Resolution and the subject matter thereof have been discussed, considered and formally acted upon. The City Council further ratifies, approves and confirms such written notice and the contents and posting thereof. Section 6. That this resolution shall take effect from and after the date of its passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 20th day of November, 2007. ATTEST: FWAI ---4DWIMON rel• - RES. NO. 3 t� RESOLUTION AUTHORIZING GRAPEVINE INDUSTRIAL DEVELOPMENT CORPORATION SENIOR AIR CARGO SPECIAL FACILITY REVENUE BONDS, SERIES 2007 (AERO DFW II, LP PROJECT (CARGO ACQUISITION COMPANIES OBLIGATED GROUP II); APPROVING A FINANCING AGREEMENT, A TRUST INDENTURE, AN OFFICIAL STATEMENT AND A CONTRACT OF PURCHASE; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City of Grapevine, Texas (the "City"), has, pursuant to the Development Corporation Act of 1979, Texas Revised Civil Statutes Annotated, Article 5190.6, as amended (the "Act"), approved and provided for the creation of the Grapevine Industrial Development Corporation (the "Issuer") as a non -stock, non-profit corporation; and WHEREAS, the Issuer, on behalf of the City, is empowered to finance the costs of projects located within the boundaries of the City to promote the development and expansion of manufacturing, industrial and transportation facilities to promote and encourage employment and the public welfarAy the issuance of obligations of the Issuer; and WHEREAS, Aero DFW II, LP, a Delaware limited partnership (the "Borrower"), has requested that the Issuer issue its revenue bonds and lend the proceeds thereof to the Borrower to finance the cost of a Project (defined below) to be located within the boundaries of the City; and WHEREAS, no public funds or credit of the City may be pledged to the payment of such revenue bonds, and such revenue bonds shall be payable solely from amounts made available by the Borrower or facility for which such bonds are issued; and WHEREAS, in furtherance of the purposes of the Act, the Issuer proposes to issue its revenue bonds in the aggregate principal amount not to exceed $11,000,000, which will be designated "Grapevine Industrial Development Corporation Senior Air Cargo Revenue Bonds, Series 2002 (Cargo Acquisition Companies Obligated Group)" (the "Bonds"), the proceeds of which will be loaned to the Borrower to finance the costs of acquisition, construction, reconstruction, improvement and expansion of certain air cargo facilities (the "Project") more particularly described in the Agreement (defined below), together with certain costs incident to the issuance of the Bonds; and WHEREAS, the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), provide that a public hearing in connection with the proposed issuance of the Bonds and the use of the proceeds thereof to finance the Project be held, and that notice of such hearing be published no less than 14 days before the date of the public hearing in a newspaper of general circulation available to residents within the City; and WHEREAS, notice of a public hearing with respect to the Project and the Bonds was published more than 14 days before the date hereof, which is the hearing date, in a newspaper of general circulation available to residents within the City; and 1326138v.1 GRA325/10000 WHEREAS, the public hearing was held on the date and time and place set forth in the published notice, at which time the public had the opportunity to express their views with respect to the proposed financing to be authorized by this Resolution; and WHEREAS, Section 147(f) of the Code requires that the Bonds and the financing of the Project be approved by the "applicable elected representative" (the "AER") of the City after a public hearing following reasonable public notice; and WHEREAS, the City Council of the City proposes to adopt a written resolution specifically approving this Resolution of the Issuer providing for the issuance of the Bonds as required by the Act; and WHEREAS, there have been presented to the Issuer proposed forms of each of the following: 1. Financing Agreement relating to variable rate Bonds and Financing Agreement relating to fixed rate Bonds (collectively, the "Agreement"), in each case between the Issuer and the Borrower; 2. Trust Indenture relating to variable rate bonds and Trust Indenture relating to fixed rate bonds (collectively, the "Indenture"), in each case between the Issuer and Wells Fargo Bank, National Association, as trustee (the "Trustee"); 3. Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement"); and 4. The bond purchase contract (the "Contract of Purchase") among the Issuer, the Company and Goldman, Sachs & Co., as underwriter (the "Underwriter"); The Agreement, the Indenture and the Contract of Purchase are collectively referred to herein as the "Transaction Documents;" NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE GRAPEVINE INDUSTRIAL DEVELOPMENT CORPORATION: Section 1. The Board hereby approves the Transaction Documents in substantially the form and substance presented to the Board and the President or any Vice President of the Issuer is hereby authorized and directed, for and on behalf of the Issuer, to date, sign, and otherwise execute the applicable Transaction Documents, and the Secretary or any Assistant Secretary is authorized and directed, for and on behalf of the Issuer, if requested, to attest the applicable Transaction Documents, and such officers are hereby authorized to deliver such Transaction Documents. The form of Financing Agreement and Indenture to be used shall be the form relating to the type (variable or fixed) of Bonds to be issued as approved by the President of the Issuer or his designee pursuant to Section 2 below. Section 2. The Board hereby approves and authorizes the Bonds to be issued in the aggregate principal amount not to exceed $11,000,000 according to the conditions set forth herein and in the Indenture for the purpose of providing funds for costs of the Project. The -2- 132613&v.1 GRA325(10000 President or his designee is hereby authorized to act on behalf of the Board in selling and delivering the Bonds and carrying out the other procedures specified in this Resolution, including determining whether the Bonds will be issued as variable rate bonds or fixed rate bonds (and if issued as variable rate bonds, the mode in which the Bonds will be issued), the price at which the Bonds will be sold, the years in which the Bonds will mature, the principal amount to mature in each of such years, the rate of interest to be borne by each such maturity if the Bonds are issued as fixed rate bonds, the aggregate principal amount of the Bonds, the first interest payment date, the dates, prices and terms upon and at which the Bonds shall be subject to redemption prior to maturity at the option of the Board, as well as any mandatory sinking fund redemption provisions, the purchase of a Bond insurance policy for all or any portion of the Bonds, and all matters relating to the issuance, sale of the Bonds and other procedures relating to the Bonds, including, without limitation, changing the series designation to "2008" if the Bonds are issued in 2008. Such approval shall be evidenced by the execution of the Indenture and the Contract of Purchase by the authorized officers of the Issuer. Section 3. The Board hereby approves the Bonds in substantially the form and substance set forth in the Indenture and the President or any Vice President and the Secretary or any Assistant Secretary 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 to submit the Bonds and a transcript of proceedings therefor to the Attorney General of the State of Texas for approval and to the Comptroller of Public Accounts of the State of Texas for registration, 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 4. The distribution of an official statement for the Bonds (the "Official Statement"), in substantially the form of the Preliminary Official Statement, is hereby approved. The Board hereby approves the use of the information regarding the Issuer described under the caption "THE ISSUERS" and in Appendix B in the Preliminary Official Statement and the Official Statement; provided that the Issuer hereby disclaims any responsibility for the Preliminary Official Statement and the Official Statement except for the information concerning the Issuer provided under the caption "THE ISSUERS" and in Appendix B. Section 5. Based solely upon representations made by the Borrower to the Board, the Board hereby finds that: (a) the Project will have the effect of increasing or stabilizing employment within the City; (b) the Project is required or suitable for the promotion of development and expansion of transportation facilities and is in furtherance of the public purposes of the Act; and (c) all requirements for and prerequisites to final approval under the Issuer's Local Regulations for Receiving and Approving Applications for Financial Participation in Development Projects (the "Regulations") have either been satisfied or waived and are in form and substance satisfactory to this Board. -3- 1326138v.1 GRA325/10000 Section 6. The issuance of the Bonds by the Issuer shall be subject to and conditioned upon the receipt by the Issuer, on or before the closing date of (i) a certificate from a representative of the Office of the Governor, Division of Economic Development and Tourism (the "Department"), acting on behalf of the Department, evidencing approval of the Bonds; (ii) approval of the Bonds and the Project by the City Council of the City; (iii) the approving opinion of the Attorney General of the State of Texas and evidence of registration of the Bonds by the Comptroller of Public Accounts of the State of Texas; (iv) the purchase price for the Bonds; (v) the Issuer's administrative fee; and (vi) such opinions, evidences, certificates, instruments or other documents as shall be requested by Bond Counsel to evidence due performance or satisfaction by the Borrower at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by it. Section 7. The Board hereby approves (i) the submission of an application to the Department for its approval relating to the issuance, sale and delivery of the Bonds, and (ii) the submission to the Attorney General of the State of Texas for its approval relating to the issuance, sale and delivery of the Bonds. Section 8. The Trustee is hereby appointed to serve as trustee under the Indenture, thereby serving as Paying Agent under the terms of the Indenture. Section 9. The President, any Vice President, or the Secretary is hereby authorized to execute and deliver to the Trustee the written order or application of the Issuer for the authentication and delivery of the Bonds by the Trustee in accordance with the Indenture. Section 10. All action (not inconsistent with provisions of this Resolution) heretofore taken by the Board and officers of the Issuer directed toward the issuance of the Bonds and the loan of the proceeds thereof to the Borrower to finance the costs of the Project shall be and the same hereby is ratified, approved, and confirmed. Section 11. The officers of the Issuer shall take all action necessary or reasonably required to effectuate the issuance of the Bonds and take all action necessary or desirable to provide for the loan of the proceeds thereof to finance the Project and for carrying out, giving effect to, and consummating the transactions contemplated by the Bonds and this Resolution, including without limitation, the execution and delivery of any closing documents in connection with the issuance of the Bonds. Section 12. The President and any Vice President are hereby authorized to approve such changes to said documents as are necessary and appropriate to carry out the purposes of this Resolution as may be approved by counsel to the Issuer, including such changes as are necessary to assure that no Additional Bonds (as defined in the Indenture) may be issued without the express authorization of the Issuer. Section 13. After any of the bonds are issued, this Resolution shall be and remain irrepealable until the Bonds or the interest thereon shall have been fully paid or provision for payment shall have been made pursuant to the Indenture. Section 14. If any section, paragraph, clause, or provision of the Resolution, or any application thereof, shall be held to be invalid or unenforceable, the invalidity or -4- 1326138v.1 GRA325/10000 unenforceability of such section, paragraph, clause, or provision or application thereof shall not affect any of the remaining provisions or applications 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. - 5 - 1326138v.1 GRA325/10000 ADOPTED this 20th day of November, 2007. GRAPEVINE INDUSTRIAL DEVELOPMENT CORPORATION By: Ted R. Ware President ATTEST: s C. Shane Wilbanks Secretary Signature Page to Issuer's Resolution 1326138v.1 GRA325/10000 CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS § COUNTY OF TARRANT § I, the undersigned officer of the Board of Directors of the Grapevine Industrial Development Corporation (the "Corporation") do hereby certify as follows: 1. The Board of Directors of the Corporation convened in special session on the 20th day of November, 2007, at Grapevine City Hall, the regular meeting place of the Corporation; and the roll was called of the duly constituted officers and members of said Board, to -wit: Ted R. Ware William D. Tate C. Shane Wilbanks President Vice President Secretary/Treasurer and all of said persons were present, thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: a written RESOLUTION AUTHORIZING GRAPEVINE INDUSTRIAL DEVELOPMENT CORPORATION SENIOR AIR CARGO SPECIAL FACILITY REVENUE BONDS, SERIES 2007 (AERO DFW II, LP PROJECT (CARGO ACQUISITION COMPANIES OBLIGATED GROUP II); APPROVING A FINANCING AGREEMENT, A TRUST. INDENTURE, AN OFFICIAL STATEMENT AND A CONTRACT OF PURCHASE; AND OTHER MATTERS IN CONNECTION THEREWITH was introduced for the consideration of the Board. It was then duly moved and seconded that the Resolution be adopted; and, after due discussion, the motion, carrying with it the adoption of the Resolution, prevailed and carried unanimously. 2. That a true, full and correct copy of the aforesaid Resolution adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; that the Resolution has been duly recorded in the Board's minutes of the meeting; that 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; that 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 aforesaid meeting, and that the Resolution would be introduced and considered for adoption at the meeting, and each of the officers and members consented, in advance, to the holding of the meeting for such purpose; that the meeting was open to the public as required by law; and that public notice of the time, place and subject of the meeting was given as required by Chapter 551, Texas Government Code, as amended. 1326138v.1 GRA325/10000 SIGNED this 20th day of November, 2007. Secretary [Seal] Signature Page to Issuer's Certificate for Resolution 1326138v.1 GRA325/10000