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R-83-511 - 3/24/1983THE STATE OF TEXAS 4 COUNTY OF TRAVIS § CERTIFICATE OF RESOLUTION Document N,. 5.1_ I, the undersigned officer of the City of Round Rock, Texas (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. I am the duly chosen, qualified and acting officer of the Unit for the office shown below my signature; as such I am familiar with the facts herein certified; and I am duly authorized to execute and deliver this Certificate. 2. The Governing Body convened in Session on the _ day of March, 1983, at the regular meeting place thereof, and the roll was called of the duly constituted officers and members of the Governing Body and all of said persons were present except the following absentees: , thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: a written resolution was introduced for the consideration 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 Ayes, Noes, and Abstentions. 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 day of March, 1983. saR RESOLUTION OF CITY COUNCIL APPROVING RESOLUTION CONCERNING ISSUANCE OF BONDS TO FINANCE A PROJECT FOR K.M.P. SQUARE WHEREAS, the City of Round Rock (the "Unit "), a political subdivision, has approved and authorized the creation of the Round-Rock Industrial Development Corporation (the "Corporation ") as a Texas nonprofit industrial development corporation, pursuant to the provisions of the Development Corporation Act of 1979, Article 5190.6, Vernon's Annotated Texas Civil Statutes (the "Act "), to act on behalf of the Unit to promote and develop commercial, industrial and manufacturing enterprises to promote and encourage employment and the public welfare; and WHEREAS, the Corporation is authorized by the Act to issue indus- trial development revenue bonds on behalf of the Unit for the purpose of paying all or part of the cost of a commercial, industrial or manufac- turing "project," as defined in the Act, and to sell or lease the project or to loan the proceeds of the bonds to finance all or part of the costs of the project; and WHEREAS, the Corporation has adopted a Resolution Concerning Issuance of Bonds to Finance a Project for K.M.P. Square, pursuant to which the Corporation agrees, subject to certain conditions, to issue its tax exempt industrial development revenue bonds in the aggregate principal amount (excluding bonds issued to refund any of the Bonds) now estimated not to exceed $5,000,000, to provide funds to defray all or part of the cost of acquiring and constructing certain commercial, industrial or manufacturing facilities to be constructed by or to be leased or sold to the User; and WHEREAS, the City Council (the "Governing Body ") of the Unit has reviewed the form and substance of the Resolution Concerning Issuance of Bonds to Finance a Project for K.M.P. Square by the Corporation and intends, by adoption of this written Resolution, to approve said Resolu- tion Concerning Issuance of Bonds to Finance a Project for K.M.P. Square in accordance with the Act; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK THAT: Section 1: The Resolution Concerning Issuance of Bonds to Finance a Project for K.M.P. Square, in the form attached hereto, pursuant to which the Corporation agrees, subject to the conditions stated therein, to authorize and issue its industrial development revenue bonds in the aggregate principal amount (excluding bonds issued to refund any of the Bonds) now estimated not to exceed $5,000,000, to provide funds to defray all or part of the cost of the acquisition and construction of the commercial, industrial or manufacturing facility described in Exhibit "A" to said Resolution Concerning Issuance of Bonds to Finance a Project for R.M.P. Square, is hereby approved. Section 2: The Governing Body has considered evidence of the posting of notice of this meeting and officially finds, determines, recites and declares that a sufficient written notice of the date, hour and place of this meeting and of the subject of this Resolution was posted on a bulletin board 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 discussed, considered and formally acted upon, all as required by the Open Meetings Law, Article 6252 -17, Vernon's Annotated Texas Civil St atutes, as amended. o,`� / PASSED AND APPROVED this day of Marc, 983. -2- RESOLUTION CONCERNING ISSUANCE OF BONDS TO FINANCE A PROJECT FOR K.M.P. SQUARE WHEREAS, the City of Round Rock, Texas (the "Unit "), a city of the State of Texas, has, pursuant to the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, as amended (the "Act "), approved and created the Round Rock Industrial Development Corporation, a nonprofit industrial development corporation (the "Corpo— ration"); WHEREAS, the Corporation, on behalf of the Unit, is empowered to finance certain costs associated with acquisition, construction, and improvement of certain manufacturing, industrial, and commercial projects which promote and encourage employment and the public welfare, by the issuance of obligations of the Corporation, which projects will be inside the Unit's boundaries; WHEREAS, a Texas partnership, currently having Kantila Patel, Bhagubhai K. Patel, Hussein M. A. Malik and Fakhru A. Kaka as partners and proposing to do business as K.M.P. Square (the "User "), has filed an application requesting that the Corporation finance a portion of the cost of the project described in Exhibit A hereto (the "Project "), within the boundaries of the Unit and further that the Corporation adopt this Resolution with respect to the acquisition, construction, and installation of the Project; WHEREAS, on October 14, 1982, the City Council of the Unit passed, approved and adopted a resolution designating one or more eligible blighted areas of the Unit in accordance with the Rules of the Texas Industrial Commission (the "EBA Resolution "); WHEREAS, the Project is located within a blighted area as designated by the EBA Resolution and will assist in alleviation of the blighted condition; WHEREAS, the User has advised the Corporation that a contributing factor which would further induce the User to proceed with providing for the acquisition and construction of the Project would be a commitment and agreement by the Corporation to issue industrial development revenue bonds pursuant to the Act (the "Bonds ") to finance and pay a portion of the cost of the Project; WHEREAS, in view of rising construction costs and the necessity of compliance with administrative regulations, it is considered essential that construction of the Project be completed at the earliest practicable date but, at the same time, the User wishes to begin construction of the Project after satisfactory assurances from the Corporation that the proceeds of the sale of the Bonds, or other obligations, of the Corporation in an amount necessary to pay the costs of the Project will be made available to finance the Project; WHEREAS, -the Corporation finds, intends, and declares that this Resolution shall constitute its official binding commitment, subject to the terms hereof, to issue Bonds, or other obligations, pursuant to the Act in the maximum aggregate principal amount of $5,000,000 for the purposes of financing the costs of acquisition, construction and instal- lation of the Project, and expenses and costs of the Corporation in connection with the issuance of the Bonds; and WHEREAS, the Corporation finds, considers, and declares that the issuance and sale of the Bonds in the amount and for the purpose hereinabove set forth will be appropriate and consistent with the objectives of the Act, and that the adoption of this Resolution is and constitutes and is intended as (i) an inducement to the User to proceed with providing for the acquisition, construction and installation of the Project and (ii) the taking of affirmative official action by the Corporation, acting by and through its Board of Directors, towards the issuance of the Bonds within the meaning of federal income tax law with respect to interest on the Bonds to finance certain facilities to be financed by the issuance of industrial development revenue bonds includ- ing Treas. Reg. §1.103-8(a)(5); THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION THAT: Section 1. Subject to the terms hereof, the Corporation agrees that it will: (a) Issue the Bonds, and if the User and the Corporation agree, other evidences of indebtedness providing temporary financing of the Project which will be issued after the date hereof pursuant to the Act, or any other Texas legislation heretofore or hereafter enacted which may provide a suitable method of financing in addition to or in substitution for the Act. (b) Cooperate with the User with respect to the issuance of the Bonds, and, if arrangements therefor satisfactory to the User and the Corporation can be made, the Corporation will take such action and authorize the execution of such documents and will take such further action as may be necessary or advisable for the autho- rization, execution, and delivery of any contracts or agreements -2-- deemed necessary or desirable by the User or the Corporation in connection with the issuance of the Bonds (collectively, the "Contracts "), providing among other things for payment of the principal of, interest on, redemption premiums, paying agents' charges, and Trustee's fees, if any, on the Bonds; payment of fees and charges of the Corporation or the Unit; acquisition, con- struction, and improvement Df the Project; payment of fines and penalties; and use, operation, and maintenance of the Project (and the execution of any appropriate and necessary guaranty agreements), all as shall be authorized, required, or permitted by law and as shall be mutually satisfactory to the Corporation, the Unit, and the User. (c) If the proceeds from the sale of the Bonds are insufficient, take such actions and execute such documents as may be necessary to permit the issuance from time to time in the future of additional bonds on terms which shall be set forth therein, whether on a parity with other series of bonds or otherwise, for the purpose of paying the costs of completing the acquisiton, construction, and installation of the Project, as requested by the User and within then applicable limitations. (d) Take or cause to be taken such other actions as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. The Bonds shall specifically provide that neither the State of Texas, the Unit, nor any political issuer, subdivision, or agency of the State of Texas shall be obligated to pay the same or the interest thereof and that neither the faith and credit nor the taxing power of the State of Texas, the Unit, or any political issuer, subdivision, or agency thereof is pledged to the payment of the principal of, premium, if any, or interest on the Bonds. Section 2. It is understood by the Corporation and the Unit, and the User has represented to the Corporation, that in consideration of this Resolution and by filing the application, and subject to the terms and conditions hereof, the User has agreed that: (a) Prior to or contemporaneously with the sale of the Bonds in one or more series or issues from time to time as the Corporation and the User shall hereafter agree to in writing, the User will enter into the Contracts with the Corporation under the terms of which the User will obligate itself to pay to the Corporation (or to a Trustee, as the case may be) sums sufficient in the aggregate to pay the principal of, interest on, redemption premiums, paying agents' fees, and Trustee's fees, if any, on the -3- Bonds, as and when the same become due and payable, with such Contract to contain the provisions described in Section 1 hereof and such other provisions as may be required or permitted by law and to be mutally acceptable to the Corporation and the User. (b) The User will (1) pay all Project costs which are not or cannot be paid or reimbursed from the proceeds of the Bonds and (2) at all times, indemnify and hold harmless the Corporation, the Unit, and the Texas Industrial Commission against all losses, costs, damages, expenses, and liabilities of whatsoever nature (including but not limited to attorneys' 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 and interest thereon, or the design, construction, installation, operation, use, occupancy, maintenance, or ownership of the Project. Section 3. The adoption of this Resolution, as requested in the application, shall be deemed to constitute the acceptance of the User's proposal that it be further induced to proceed with providing for the Project in accordance with the application and this Resolution shall constitute an agreement between the Corporation and the User effective on the date that this resolution is adopted, and this Resolution is affirmative of official action taken by the Corporation towards the issuance of the Bonds. The User may, without the consent of the Corporation, transfer or assign any or all of its rights and delegate any or all of its duties hereunder to any of its subsidiaries or affiliates currently existing or hereafter created, but no such trans- fer, assignment or delegation shall, without the written consent and approval of the Corporation, relieve the User of its liability for payment of Project costs under Section 2 hereof. Passed and approved this 22nd day of March, 1983. -4- "Exhibit A" The Project is a 118 unit motel which will include a restaurant and club. As currently envisioned, the Project will include approximately 35,000 square feet of space, will be located on a portion of the Factory Outlet Mall site at 17100 F.M. 1325, Round Rock, Texas, within the city limits of Round Rock, Texas and will include various site improvements and various other facilities, buildings, equipment and improvements which are functionally related and subordinate to the foregoing. -5-