Loading...
R-85-800 - 12/1/1985IaoI, RESOLUTION OF ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION WITH RESPECT TO A PUBLIC HEARING AND AUTHORIZING ISSUANCE OF BONDS AND APPROVING DOCUMENTS WHEREAS, the Development Corporation Act of 1979, Article 5190.6, Vernon's Annotated Texas Civil Statutes, as amended (the "Act "), author- izes and empowers the Round Rock Industrial Development Corporation (the "Issuer ") to issue revenue bonds on behalf of City of Round Rock (the "Unit "), to finance the cost of projects comprising land, buildings, equipment, facilities and improvements, found by the Board of Directors of the Issuer (the "Board ") to be required or suitable for the promotion of development and expansion of manufacturing and industrial facilities and in furtherance of the public purposes of the Act; and WHEREAS, the Board adopted a Resolution Agreeing to Issue Bonds, whereby the Issuer agreed to provide for the financing of the cost of a project (the "Project ") for Weed Instrument Company, Inc., a Texas corporation (the "User "), which Project was initially described in Exhibit "A" to said Resolution Agreeing to Issue Bonds and is more fully described in Exhibit A to the Loan Agreement between the Issuer 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 Issuer now desires (i) to authorize the issuance of its Industrial Development Revenue Bonds, Series 1985 (Weed Instrument Company, Inc. Project) (the "Bonds "), in the maximum aggregate principal amount of $1,325,000, 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 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, Section 103(k) of the Internal Revenue Code of 1954, as amended (the "Code "), requires that the Bonds and the Project be ap- proved by the "applicable elected representative" (the "AER ") after a public hearing following reasonable public notice; and WHEREAS, with respect to Bonds issued by the Issuer the AER is the City Council (the "Governing Body ") of the Unit; and WHEREAS, notice of a public hearing with respect to the Project and the Bonds to be held by the Issuer on December 20, 1984, was published no less than 14 days before this date in a newspaper of general circula- tion available to residents within the Unit; and WHEREAS, the Board has held such public hearing on the date and at the time and place set out in such published notice, and has conducted such hearing in a manner 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 Governing Body of the Unit proposes to adopt a written resolution specifically approving this resolution of the Issuer provid- ing for the issuance of the Bonds and specifically approving the Bonds and the Project as required by Section 103(k) of the Code; and WHEREAS, Section 103(n) of the Code requires that certain "private activity bonds" (as defined in such Section) must come within the issuing authority's private activity bond limit for the applicable calendar year in order to be treated as a tax - exempt obligation; and WHEREAS, the private activity bond limit for the State of Texas has been allocated for 1985, in the manner authorized by Section 103(n), by the Act of Aug. 26, 1985, ch.452, §6(a), 1985 Tex. Law Serv. 3090 (Vernon) ( "H.B. 690 "); and WHEREAS, H.B. 690 requires the Issuer to file an application for reservation (the "Application for Reservation ") with the Texas Economic Development Commission (the "Commission "), setting forth the maximum face amount of the Bonds, the purpose of the Bonds and the Section of the Code applicable to the Bonds in order to reserve a portion of the 1985 allocation of the state ceiling for the Bonds; and WHEREAS, the Application for Reservation with respect to the Bonds will be filed on December 13, 1985 (the "Reservation Date "); and WHEREAS, the Allocation will be made to the Unit, but the Unit will assign the Allocation to the Issuer; and WHEREAS, the Board has been presented with and has examined pro- posed forms of a trust indenture and a loan agreement, and the Board finds that the form and substance of such documents are satisfactory and the recitals and findings contained therein are true, correct and complete and hereby adopts and incorporates by reference such recitals 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 Issuer and assists in carrying out the public purpose of the Issuer and of the Act to author- ize the execution and delivery of such documents; and -2- WHEREAS, the Board has also been presented with and has examined the proposed form of a guarantee agreement pursuant to which the User will irrevocably and unconditionally guarantee the full and prompt payment of the principal of and premium, if any, and interest on the Bonds to the extent set forth in said guarantee agreement, and the Board finds the form and substance of such document is satisfactory, and that the agreements of the User contained therein constitute a material inducement to the Issuer to issue and sell the Bonds and in reliance upon such agreement of the User, the Board is willing to adopt this resolution and authorize the actions to be taken hereby; and WHEREAS, the Board has also been presented with and has examined the proposed form of a deed of trust, security agreement, assignment of rents and financing statement, from the User to Kim McGee, as mortgage trustee, for the benefit of the Trustee (as hereinafter defined) (for the benefit of the holders of the Bonds), 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 Board hereby finds, determines, recites and declares that a public hearing with respect to the Bonds and the Project was held on this date; that notice of such public hearing was published no less than 14 days before this date in a newspaper of general circulation available to residents within the Unit; that such notice included the date, time and place of the public hearing, the location, general nature and the initial owner, operator or manager of the Project and the maximum aggregate principal amount of the Bonds; and that all comments from interested persons were taken at such public hearing. The Board hereby directs that information with respect to the public hearing be provided to the Governing Body prior to their consideration of adoption of a resolution approving the Bonds and the Project. 2. The Board hereby finds, determines, recites and declares that the Allocation Request with respect to the Bonds was filed with the Commission no more than 15 calendar days before this date, and that the principal amount of the Bonds authorized by this resolution is equal to at least 909 of the principal amount of the Bonds set forth in the Allocation Request. 3. The Issuer hereby authorizes and directs the issuance of the Bonds in the maximum aggregate principal amount of $1,325,000, in accor- dance with a trust indenture substantially in the form of the Trust Indenture, dated as of December 1, 1985 (the "Indenture "), by and between the Issuer and MBank Austin, National Association, as trustee (the "Trustee "), a copy of which was presented to the Board, the form, -3- terms and provisions of such Indenture and the Bonds being hereby authorized and approved, and the President and any Vice President of the Issuer are hereby severally authorized and directed to execute and deliver such Indenture and the Bonds on behalf of the Issuer, and the Secretary of the Issuer is hereby authorized to attest and affix the Issuer's seal thereto, with such changes therein as the officers execut— ing the same may approve, such approval to be conclusively evidenced by such execution thereof. 4. The loan of the proceeds of the sale of the Bonds by the Issuer 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 December 1, 1985 (the "Loan Agreement "), by and between the Issuer and the User, a copy of which was presented to the Board, the form, terms and provisions of such Loan Agreement being hereby authorized and approved, and the President and any Vice President of the Issuer are hereby severally authorized and directed to execute and deliver such Loan Agreement on behalf of the Issuer, and the Secre— tary of the Issuer is hereby authorized to attest and affix the Issuer'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. As a condition to the actions authorized in Paragraphs 3 and 4 of this resolution, the User shall have executed and delivered to the Issuer and the Trustee, as benefitted parties, for the benefit of the holders of the Bonds, a guarantee agreement substantially in the form of the Guarantee Agreement, dated as of December 1, 1985 (the "Guarantee Agreement "), executed by the User, a copy of which was presented to the Board, the form, terms and provisions thereof being hereby authorized and approved, and the President and any Vice President of the Issuer are hereby severally authorized to signify the Issuer's acceptance and confirmation of such Guarantee Agreement by executing the same on behalf of the Issuer, with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by such execution thereof. 6. As a further condition to the actions authorized in Para— graphs 3 and 4 of this resolution, the User shall have executed a deed of trust, security agreement, assignment of rents and financing state— ment substantially in the form of the Deed of Trust, Security Agreement, Assignment of Rents and Financing Statement, dated as of December 1, 1985 (the "Mortgage "), from the User to Kim McGee, as mortgage trustee, for the benefit of the Trustee (for the benefit of the holders of the Bonds), a copy of which was presented to the Board, the form, terms and provisions thereof being hereby authorized and approved. 7. The sale and delivery of the Bonds by the Issuer to MBank Austin, National Association (the "Purchaser "), at the par value thereof, is hereby authorized and approved. 8. The actions and obligations authorized in Paragraphs 3 through 7 of this resolution shall be subject to and conditioned upon the receipt by the Issuer, at the date of delivery and payment for the Bonds (the "Issue Date "), of (i) an investment letter, duly authorized and executed by the Purchaser, substantially in the form of the Investment Letter, dated the Issue Date (the "Investment Letter "), a copy of which was presented to the Board, the form, terms and provisions of such Investment Letter being hereby authorized and approved; (ii) a certifi- cate from a representative of the Commission, acting on behalf of the Commission, evidencing final approval of the Loan Agreement and evidenc- ing the filing of a certified copy of this resolution and certain other documents relating to the issuance of the Bonds, which documents must include a statement of the Bond's principal amount, interest rate or formula by which the interest rate is calculated, maturity schedule, and purchaser or purchasers, not later than the 15th day after the Reservation Date, in accordance with Section 6(a) of H.B. 690; (iii) the purchase price for the Bonds; (iv) evidence, satisfactory to Bond Counsel, of AER approval of the Project and the Bonds and assignment of the Allocation by the Unit to the Issuer; and (v) such opinions, evidences, certificates, instruments or other documents as shall be requested by the Issuer'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 satisfied by it. 9. The officers, employees and agents of the Issuer, 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 Issuer all certificates, financing statements, instruments and other papers, whether or not herein men- tioned, 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 Guarantee Agreement, the Mortgage and the Loan Agreement hereby authorized and approved, such determination to be conclusively evidenced by the performance of such acts and things and the execution of any such certificate, financing statement, instrument or other paper. 10. The officers of the Issuer (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 tran- script shall be submitted to the Commission within 60 days after the Issue Date. 11. The Issuer directs that a certified copy of this resolution, together with copies of the Trust Indenture, the Loan Agreement, the Mortgage and the Guarantee Agreement which set forth the exact principal amount, interest rate (or formula designed to set the interest rate), maturity schedule and purchaser(s) of the Bonds, be filed with the Commission no later than 15 calendar days after the date of the Reserva- tion Date. The Issuer further directs that the Bonds be issued and delivered no more than 45 calendar days after such filing, except as otherwise permitted by Section (6) of H.B. 690. The Issuer shall, within 5 calendar days after the date of delivery of the Bonds, file with the Commission a written notification setting forth the delivery date of the Bonds and the actual aggregate principal amount of the Bonds so delivered. 12. The Issuer hereby elects to have Section 103(b)(6)(D) of the Code and the regulations promulgated thereunder, apply to the Bonds, and the President and the Secretary of the Issuer are hereby severally authorized and directed to execute and deliver a statement to the Internal Revenue Service to the effect that the Issuer has so elected, and to deliver a copy of such statement to the Purchaser and the User. The Board further directs that an officer of the Issuer submit to the Secretary of the Treasury, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Bonds are issued, a statement containing the information required by Section 103(1) of the Code. 13. Based upon representations made by the User to the Board, the Board hereby affirmatively finds that: (a) the Project will have the effect of creating and stabil- izing employment within the Unit; (b) the Project is required or suitable for the promotion of development and expansion of manufacturing and industrial facili- ties and is in furtherance of the public purposes of the Act; and (c) the Project will contribute to the economic growth or stability of the Unit by: (i) increasing or stabilizing employment opportunity; (ii) significantly increasing or stabilizing the property tax base; and (iii) promoting commerce within the Unit and the State of Texas. 14. The Board hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this resolution and the subject matter thereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Article 6252 -17, Vernon's Annotated Texas Civil Statutes, as amended, and the Act. 15. This resolution shall take effect and be in full force and effect upon and after its passage. PASSED AND APPROVED this day of December, 1985. -7-