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R-81-398 - 7/23/1981WHEREAS, by resolution the City Council (the "Governing Body ") of the City of Round Rock, Texas (the "Unit "), authorized and approved the creation of the Round Rock Industrial Development Corporation (the "Corporation ") as a nonprofit industrial development corporation under the provisions of the Development Corporation Act of 1979, Article 5190.6, Vernon's Annotated Texas Civil Statutes (the "Act "); and WHEREAS, by resolution adopted on February 12, 1981, the Governing Body approved an Agreement to Issue Bonds between the Corporation and Weed Instrument Company, Inc., which Agreement to Issue Bonds authorized the issuance of industrial development revenue bonds by the Corporation to finance the cost of facilities to accomplish the specific public purpose for which the Corporation was created and which Agreement to Issue Bonds was approved by resolution of the Corporation on February 5, 1981; and WHEREAS, in accordance with the terms of the Agreement to Issue Bonds, the Corporation now desires to sell and provide for the issuance and sale of its $1,850,000 Industrial Development Revenue Bonds, Series 1981 (Weed Instrument Company, Inc., Project) (the "Bonds "), by adopting a resolution substantially in the form attached hereto as Exhibit "A" (the "Resolution "); and WHEREAS, the Act provides that the Governing Body must, by written resolution adopted no more than sixty (60) days prior to the date of the sale of the Bonds, specifically approve the resolution of the Corpora- tion providing for the issuance of the Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, THAT: The Resolution of the Corporation providing for the sale and issu- ance of the Bonds, substantially in the form attached hereto as Exhibit "A ", is hereby approved. ATTEST: RESOLUTION OF THE CITY COUNCIL APPROVING THE ISSUANCE OF BONDS BY THE ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION TO FINANCE A PROJECT FOR WEED INSTRUMENT COMPANY, INC. RESOLVED this 23rd day of July, 1981. RESOLUTION NO. 9,:ek or, C" 181 :f Round Rock, Texas Exhibit "A" RESOLUTION OF ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION AUTHORIZING ISSUANCE OF BONDS AND APPROVING DOCUMENTS WHEREAS, the Development Corporation Act of 1979, Article 5190.6, Vernon's Annotated Texas Civil Statutes (the "Act "), authorizes and empowers the Round Rock Industrial Development Corporation (the "Corpo- ration") to issue revenue bonds on behalf of the City of Round Rock, Texas (the "Unit "), to finance the cost of projects comprising land, buildings, equipment, facilities and improvements, found by the Board of Directors of the Corporation (the "Board ") to be required or suitable for the promotion of commercial or industrial development and expansion, for the promotion of employment, or for use by commercial, manufacturing or industrial enterprises; and WHEREAS, the Board adopted a resolution on February 5, 1981, pursuant to which a certain Agreement to Issue Bonds between the Corpo- ration and Weed Instrument Company, Inc., a Texas corporation (the "User "), was executed and delivered, whereby the Corporation agreed to provide for the financing of the cost of the User's project (the "Pro- ject") which was initially described in Exhibit "A" to said Agreement to Issue Bonds and is more fully described in Exhibits A and B to the Loan Agreement between the Corporation and the User referenced below, in accordance with the provisions of the Act; and WHEREAS, for purposes of financing the cost of the Project, the Corporation now desires (i) to authorize the issuance of its Industrial Development Revenue Bonds, Series 1981 (Weed Instrument Company, Inc., Project) (the "Bonds "), in the maximum aggregate principal amount of $1,850,000, pursuant to the terms and provisions of a trust indenture, (ii) to provide for the sale of the Bonds to the purchaser described herein, (iii) to provide for the payment of the principal of and pre- mium, if any, and interest on the Bonds with revenues derived from the loan of proceeds of the sale of the Bonds (except for any amount repre- senting accrued interest on the Bonds) to the User to finance the costs of the Project pursuant to the terms and provisions of a loan agreement and (iv) to take and authorize certain other actions in connection with the foregoing; and WHEREAS, on July 23, 1981, the governing body of the Unit will adopt a written resolution specifically approving this resolution of the Corporation providing for the issuance of the Bonds; and WHEREAS, the Board has been presented with and has examined pro- posed forms of a trust indenture, a loan agreement, a collateral assign- ment and security agreement and a letter of representation, and the Board finds that the form and substance of such documents are satisfac- tory and the recitals and findings contained therein are true, correct and complete and hereby adopts and incorporates by reference such reci- tals and findings as if set forth in full in this resolution, and finds that it is in the best interest of the public and the Corporation and assists in carrying out the public purpose of the Corporation and of the Act to authorize the execution and delivery of such documents; and WHEREAS, the Board has been presented with and examined the pro- posed form of a deed of trust, security agreement, assignment of rents and financing statement from the User to Peterson Foster, as mortgage trustee, for the benefit of the Corporation, and the Board finds the form and substance of such document is satisfactory; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION THAT: 1. The Corporation hereby authorizes and directs the issuance of the Bonds in the maximum aggregate principal amount of $1,850,000, in accordance with a trust indenture substantially in the form of the Trust Indenture, dated as of August 1, 1981 (the "Indenture "), by and between the Corporation and The American National Bank of Austin, as trustee (the "Trustee "), which was presented to the Board, the form, terms and provisions of such Indenture and the Bonds being hereby authorized and approved, and the President and the Vice President of the Corporation are hereby severally authorized and directed to execute and deliver such Indenture and the Bonds on behalf of the Corporation, and the Secretary of the Corporation is hereby authorized to attest and affix the Corpora- tion's seal thereto, with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by such execution thereof. 2. The loan of the proceeds of the sale of the Bonds (except for any amount representing accrued interest on the Bonds) by the Corpora- tion to the User in order to provide financing of the costs of acquiring and constructing the Project shall be effected pursuant to the terms and provisions of a loan agreement substantially in the form of the Loan Agreement, dated as of August 1, 1981 (the "Loan Agreement "), by and between the Corporation and the User, which was presented to the Board, the form, terms and provisions of such Loan Agreement being hereby authorized and approved, and the President and the Vice President of the Corporation are hereby severally authorized and directed to execute and deliver such Loan Agreement on behalf of the Corporation, and the Secre- tary of the Corporation is hereby authorized to attest and affix the Corporation's seal thereto, with such changes therein as the officers executing the same may approve, such approval to be conclusively evi- denced by such execution thereof. -2- 3. As a condition to the actions authorized in Paragraphs 1 and 2 of this resolution, the User shall have executed a deed of trust, secur- ity agreement, assignment of rents and financing statement substantially in the form of the Deed of Trust, Security Agreement, Assignment of Rents and Financing Statement, dated as of August 1, 1981 (the "Mort- gage"), from the User to Peterson Foster, as mortgage trustee, for the benefit of the Corporation, which was presented to the Board, the form, terms and provisions thereof being hereby authorized and approved. 4. The assignment of the Corporation's rights under the Mortgage to the Trustee for the benefit of the holders of the Bonds shall be - effected pursuant to the terms and provisions of a collateral assignment and security agreement substantially in the form of the Collateral Assignment and Security Agreement, dated as of August 1, 1981 (the "Assignment "), from the Corporation to the Trustee, which was presented to the Board, the form, terms and provisions of such Assignment being hereby authorized and approved, and the President and the Vice President of the Corporation are hereby severally authorized and directed to execute and deliver such Assignment on behalf of the Corporation, and the Secretary is hereby authorized to attest and affix the Corporation's seal thereto, with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by such execution thereof. 5. The sale and delivery of the Bonds by the Corporation to The American National Bank of Austin (the "Purchaser "), at the par value thereof plus accrued interest from the date of the Bonds until the date of delivery and payment for the Bonds (the "Closing Date "), is hereby authorized and approved. 6. The actions and obligations authorized in Paragraphs 1 through 5 of this resolution shall be subject to and conditioned upon the receipt by the Corporation, at the Closing Date, of (i) a letter of representation from the User, duly authorized and executed by the User, substantially in the form of the Letter of Representation, dated the Closing Date (the "Letter of Representation "), which was presented to the Board, the form, terms and provisions of such Letter of Representa- tion being hereby authorized and approved and the President and the Vice President of the Corporation are hereby severally authorized to signify the Corporation's acceptance and confirmation of such Letter of Repre- sentation by executing the same on behalf of the Corporation in multiple counterparts; (ii) an investment letter, duly authorized and executed by said Purchaser, substantially in the form of the Investment Letter, dated the Closing Date (the "Investment Letter "), which was presented to the Board, the form, terms and provisions of such Investment Letter being -3- hereby authorized and approved; (iii) a certificate from a representa- tive of the Texas Industrial Commission (the "Commission "), acting on behalf of the Commission, evidencing final approval of the Loan Agree- ment; (iv) the purchase price for the Bonds; and (v) such opinions, evidences, certificates, instruments or other documents as shall be requested by the Corporation's Counsel or by Bond Counsel, to evidence due performance or satisfaction by the User at or prior to such time of all agreements then to be performed and all conditions then to be satis- fied by it. 7. The officers, employees and agents of the Corporation, and each of them, shall be and each is expressly authorized, empowered and directed from time to time and at any time to do and perform all acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Corporation all certificates, financing statements, instruments and other papers, whether or not herein mentioned, as they may determine to be necessary or desirable in order to carry out the -terms and provisions of this resolution and of the Bonds to be issued hereunder, as well as the terms and provisions of the Indenture, the Mortgage, the Assignment, the Letter of Representa- tion and the Loan Agreement hereby authorized and approved, such deter- mination to be conclusively evidenced by the performance of such acts and things and the execution of any such certificate, financing state- ment, instrument or other paper. 8. The officers of the Corporation (with the assistance of the User) shall prepare a final transcript of the proceedings relating to the authorization, issuance, sale and delivery of the Bonds, which transcript shall be submitted to the Commission within thirty (30) days after the Closing Date. 9. The Corporation hereby elects to have Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended, and the regulations promulgated thereunder, apply to the Bonds, and the President and the Secretary of the Corporation are hereby severally authorized and direct- ed to execute and deliver a statement to the Internal Revenue Service to the effect that the Corporation has so elected, and to deliver a copy of such statement to the Purchaser and the User. 10. This resolution shall take effect and be in full force and effect upon and after its passage. PASSED AND APPROVED this 23rd day of July, 1981. -4- GENERAL CERTIFICATE OF UNIT I, the undersigned, City Secretary of the City of Round Rock, Texas (the "Unit "), make this certification for the benefit of all persons interested in the issuance by the Round Rock Industrial Development Corporation (the "Corporation ") of its $1,850,000 Industrial Development Revenue Bonds, Series 1981 (Weed Instrument Company, Inc., Project) (the "Bonds "). I hereby certify that: 1. The Corporation was created and authorized to act on behalf of the Unit, and the Articles of Incorporation and Bylaws of the Corpo- ration were approved by the City Council (the "Governing Body ") of the Unit. 2. On February 5, 1981, and at all times since that date, (i) the following persons have been duly appointed by the Governing Body of the Unit as members of the Board of Directors of the Corporation and (ii) as indicated below, certain of the directors have been the duly appointed, qualified and acting officers of the Corporation for the offices set forth opposite their names: Directors Officers Document No. 5.2 Jim Boles President Robert E. Rhoades Vice President John Hood Secretary James H. Mills Jon Sloan 3. The Governing Body, by written resolution dated February 12, 1981, has approved the Agreement to Issue Bonds, dated February 5, 1981, between the Corporation and Weed Instrument Company, Inc., and by written resolution dated July 23, 1981, has specifically approved the issuance of the Bonds and the documents relating thereto in the amount and for the purpose set forth therein and such resolutions have not been amended, annulled, rescinded or revoked and remain in full force and effect on the date hereof. 4. The Unit has approved all programs and expenditures of the Corporation in connection with the issuance of the Bonds and the trans- actions contemplated thereby. 5. No litigation is pending against the Unit or, to the best of my knowledge after reasonable investigation, threatened against the Unit: 6. On February 5, 1981, and at all times since that date, Larry L. Tonn has been the duly elected, qualified and acting Mayor of the Unit and such person's signature appearing on the following certifi- cate is true and genuine. WITNESS MY HAND AND THE OFFICIAL SEAL OF THE UNIT this day of August, 1981. (SEAL) (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 Corporation or the issuance of the Bonds or (b) the titles of the current members of the City Council or officers of the Unit to their respective offices. •I JLI' City Secretary I, the Mayor of the City of Round Rock, Texas, hereby certify that Joanne Land is the duly appointed, qualified d acting City Secretary of the Unit and that such person's signature ,r.earin ve true and genuine. �� .k— ft- Mayor THE STATE OF TEXAS COUNTY OF WILLIAMSON CERTIFICATE OF RESOLUTION We, the undersigned officers of the City of Round Rock (the "Unit "), do hereby execute and deliver this Certificate for the benefit of all persons interested in proceedings of the City Council (the "Governing Body ") of the Unit and the validity thereof, and do certify as follows: 1. We are the duly chosen, qualified and acting officers of the Unit for the offices shown below our signatures; as such we are familiar with the facts herein certified; and we are duly authorized to execute and deliver this Certificate. 2. The Governing Body convened in Regular Session on the 23rd day of July, 1981, at the regular meeting place thereof, and the roll was called of the duly constituted officers and members of the Governing Body nd all of � ai � d �� p � e � r ,, sons were present, except the following: A iz ) � v /w (57 , thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: a written resolution was introduced for the considera- tion of the Governing Body. It was then duly moved and seconded that said Resolution be adopted; and, after due discussion, said motion, carrying with it the adoption of said Resolution, prevailed and carried by the vote of /p Ayes, c9 Noes, and 0 Abstention. 3. A true and complete copy of the aforesaid Resolution adopted at the meeting is attached to and follows this Certificate. 4. Such Resolution has been duly and lawfully adopted by the Governing Body and has been duly recorded in the minutes of the Govern- ing Body for such meeting. 5. Written notice of the date, hour, place and subject of the meeting of the Governing Body was posted on a bulletin board located at a place convenient to the public in the City Hall of the Unit for at least 72 hours preceding the scheduled time of such meeting; such place of posting was readily accessible to the general public at all times from such time of posting until the scheduled time of such meeting; and such meeting was open to the public as required by law at all times during which the Resolution and the subject matter thereof were dis- cussed, considered and formally acted upon, all as required by the Open Meetings Law, Article 6252-17, Vernon's Annotated Texas Civil Statutes, as amended. (SEAL) SIGNED AND SEALED this 23rd day of Ju 1981.