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1983R08- RESOLUTION APPROVING RESOLUTION .~ , ~~, <63-R-~ CERTIFICATE FOR RESOLUTION APPROVING RESOLUTION BY THE SCHERTZ INDUSTRIAL DEVELOPMENT CORPORATION PROVIDING FOR THE ISSUANCE OF SCHERTZ INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (SOUTHWEST PRECAST, INC. PROJECT) SERIES 1983 I, the undersigned, City Secretary of the City of Schertz, Texas (the "Unit"), do hereby certify as follows: 1. The Ci ty Council (the "Governing Body") of the Unit convened in regular session on April 5, 1983 (the "Meeting"), at the designated meeting place, and the roll was called of the duly constituted members of the Governing Body, to-wit: Htd... Earl Sawyer , \ . Charles Sharpe Brn.....dw,N~ W~ll.;.cuu COl1...1::ncy Adolph Aguilar Jacqueline Lawler Mayor Counci1person Counci1person Counci1person Counci1person All of such persons were pre~nt, except the absentees: /J!tJ 41 t=. thus constituting a quorum. Whereupon a written: following , RESOLUTION APPROVING RESOLUTION BY THE SCHERTZ ,INDUSTRIAL DEVELOPMENT CORPORATION PROVIDING FOR THE ISSUANCE OF SCHERTZ INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (SOUTHWEST PRECAST, INC. PROJECT) SERIES 1983 (the "Resolution") was duly moved and seconded and, after due discussion, said motion, carrying with it the adoption of the Resolution, prevailed and carried by the following votes:' AYES ~ .If NOES: d 2. A true, full and correct copy of the Resolution is attached to and follows this Certificate; the Resolution has been duly recorded in the minutes of the Meeting; the above and foregoing paragraph is a true, full, and correct excerpt from the minutes of the Meeting pertaining to the adoption of the Resolution; the persons named in the above and foregoing paragraph are the duly elected, qualified, and acting members of the Governing Body; each of such members was duly and sUfficiently notified officially and personally, in advance, of the time, place, and purpose of the Meeting, and that the Resolution would be introduced and considered for adoption at the Meeting, and each of such members consented, in advance, to the holding of the Meeting for such purpose; and tbe Meeting was open to the public, and public notice' of the time, place, and purpose of the Meeting was given, all as required by ~tic1e 6252-17, Vernon's Texas Civil Statutes, as amended. (SEAL) SIGNED AND SEALED this .s-zL ~ 19~.3 ~. <~..'o _ city Secretary -2- RESOLUTION APPRdVf~G ~SOLUTION BY THE SCHERTZ INDUSTRIAL DEVELOPMENT CORPORATION PROVIDING FOR THE ISSUANCE OF SCHERTZ INDUSTRIAL DEVELPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (SOUTHWEST PRECAST, INC. PROJECT) SERIES 1983 , WHEREAS, the Schertz Industrial Development Corporation (the "Issuer") was created by the city of Schertz, Texas (the "Unit") pursuant ot the provisions of the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, as amended (the "Act"); WHEREAS, pursuant to Section 103(k) of the Internal Revenue Code of 1954, as amended (the "Code"), the Uni t has conducted a public hearing following reasonable public notice with respect to the captioned bonds (the "Bonds") and the captioned proj ect and has submitted to the Uni t certified minute entries containing the proceedings from such hearing which proceedings are attached hereto as Exhibit A; WHEREAS, in order to satisfy the requirements of Section 103(k) of the Code, it is necessary for the Unit to approve the Bonds after the public hearing has been held; WHEREAS, Section 25 (f) of the Act requ'ires that the governing body of the uit approve the resolutions of the Issuer providing for the issuance of the Bonds no more than 60 days prior to the delivery of the Bonds; and WHEREAS, it is deemed necessary and advisable that this Resolution be adopted; 'THEREFORE, BE IT RESOLVED BY THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The Resolution Authorizing Schertz Industrial Development Corporation Industrial Development Revenue Bonds (Southwest Precast, Inc. Project) Series 1983; a Loan Agreement; an Indenture of Trust; a Guarantee Agreement; a User Guarantee Agreement; and Other Matters in Connection Therewith, adopted by the Issuer on April 5, 1983, (the "Resolution"), a copy of which is attached hereto as Exhibit "B" and made a part hereof for all purposes, is hereby specifically approved, Section 2. The issue of bonds styled "Schertz Industrial Development COl:porat.ion Industrial Development Revenue Bonds (Southwest Precast, Inc. Project) series 1983" in the principal amount of $2,375,000, is hereby approved pursuant to Section 103(k) of the Code. Section 3. The approval herein given is in accordance with the provisions of section 25(f) of the Act and Section 103(k) of the Code and for no other purpose and is not to be construed as any undertaking by the Unit, and the Bonds shall never constitute an indebtedness or pledge of the Unit, or the State of Texas, wi thin the meaning of any constitutional or statutory provision, and the holder of the Bonds shall never be paid in whole or in part out of any funds raised or to be raised by taxation or any other revenues of the Issuer, the Unit, or the State of Texas except those revenues assigned and pledged by the Resolution. Section 4. The programs and authorized and contemplated by the aforesaid hereby in all respects approved. expenditures documents are Section 6. The Mayor, Counci1members, and City Secretary of the Unit and the other officers of the Unit are hereby authorized, jointly and severally to execute and deliver such endorsements, instruments, certificates, documents, or papers necessary and advisable to carry out the intent and purposes of this Resolution. 1i.. PASSED AND APPROVED this 0- J ATTEST: * * * -2- ExHIBIT ItAiI[*] CERTIFICATE I, the undersigned, officer of the Schertz Industrial Development Corporation (the It Issuer" ) , do hereby certify as follows: 1. In accordance with the Bylaws of the Issuer the Board of Directors of the Issuer (the "Board") held a meeting on April 5, 1983 (the "Meeting") of the duly consti tuted officers and members of the Board, at which a duly constituted quorum was present. Whereupon, among other business transacted at the Meeting, a public hearing concerning issuance of bonds styled as follows: SCHERTZ INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (SOUTHWEST PRECAST, INC. PROJECT) SERIES 1983 (the "Hearing") was duly conducted for the consideration of the Board. 2 . A true, full, and correct copy of excerpts from the official minutes of the Board pertaining to the Hearing at the Meeting is attached to and follows this Certificate; such excerpts have been duly recorded in the Board I s minutes of the Meeting; 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 Meeting in accordance with the Bylaws, and that the Hearing would be conducted at the Meeting, and the meeting was held and conducted in accordance with. the Articles of Incorporation and Bylaws of the Corporation. SIGNED AND SEALED this ,C; /9 8.~ I (SEAL) A-I EXCERPT FROM MINUTES OF MEETING OF April 5, 1983 The President then opened a public hearing for the pUrpose 'of hearing from interested members of the public concerning the proposed issuance of bonds styled "Schertz Industrial Development Corporation Industrial Development Revenue Bonds (Southwest Precast, Inc. Project) Series 1983" (the "Bonds"). The President requested all persons who desire to speak either for or against the issuance of the Bonds or the project proposed to be financed with the proceeds of the Bonds to so indicate by raising their hands. The following persons present at the meeting so'indicated: Nrt't-J..- The President then asked if there was anyone else who wished to speak either for or against the issuance of the Bonds or the project to be financed with the proceeds of the Bonds. There being no further persons identifying themselves as desiring to speak, the President then announced that the hearing was closed. CERTIFICATE FOR RESOLUTION AUTHORIZING SCHE:RTZ INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (SOUTHWEST PRECAST, INC. PROJECT) SERIES 1983; A LOAN AGREEMENT; AN INDENTURE OF TRUST; A GUARANTEE AGREEMENT; A USER GUARANTEE AGREEMENT; AND OTHER MATTERS IN CONNECTION THEREWITH I, the undersigned Secretary of the SCHERTZ INDUSTRIAL DEVELOPMENT CORPORATION (the "Issuer"), do hereby certify as follows: 1. In accordance with the Bylaws of the Issuer the Board of Directors of the Issuer (the "Board") held a meeting on April 5 (the "Meeting") of the duly constituted officers and members of the Board, to-wit: Dr. Roy W. Richard George M. Barnard Chris Frias President 'Vice President/Assistant Secretary Secretary/Treasurer participated in the Meeting, except and all of such persons the following: thus constituting transacted at the , a quorum. Whereupon, among other business Meeting, a written RESOLUTION AUTHORIZING SCHERTZ INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (SOUTHWEST PRECAST, INC. PROJECT) SERIES 1983; A LOAN AGREEMENT; AN INDENTURE OF TRUST; A GUARANTEE AGREEMENT; A USER GUARANTEE AGREEMENT; , AND OTHER MATTERS IN CONNECTION THEREWITH (the "Resolution") was duly introduced for the consideration of the Board and read in full. It was then duly moved and seconded that the Resolution be adopted; and, after due discussion, said motion, carrying with it the adoption of the Resolution, prevailed and carried. 2. A true, full, and correct copy of the Resolution adopted at the Meeting is attached to and follows this Certificate; the Resolution has been duly recorded in the Board's minutes of the Meeting; the above and foregoing paragraph is a true, full, and correct excerpt from the Board's minutes of the Meeting pertaining to the adoption of &h;6it B the Resolution; the persons named in the above and foregoing paragraph are the duly qhoseni qualified, and acting officers and members of the Board as indicated therein; each of the officers and members of the Board was duly and suf- ficiently notified officially and personally, in advance, of the tim~, place, and purpose of the Meeting in accordance with the Bylaws, and that the Resolution would be introduced and considered for adoption at the Meeting, and the signatures below on this Certificate shall evidence and constitute a written waiver of notice of said Meeting for such purpose. (SEAL) SIGNED AND SEALED this -2- Secretary RESOLUTION AUTHORIZING SCHERTZ INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS {SOUTHWEST PRECAST, INC. PROJECT) SERIES 1983 A LOAN AGREEMENT; AN INDENTURE OF TRUST; A GUARANTEE AGREEMENT; A USER GUARANTOR AGREEMENT; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, pursuant to the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil statute, as amended (the "Act"), the Schertz Industrial Development Corporation (the "Issuer"), on behalf of the City of Schertz (the "Unit"), is empowered to finance the cost of projects to promote and develop industrial and manufacturing enter- prises to promote and encourage employment and the public welfare by the issuance of obligations of the Issuer which projects will be inside the Unit's boundaries. WHEREAS, Southwest Precast, Inc., a Texas corporation (the "User" ) , has requested the I ssuer to finance the cost of acquiring, constructing, reconstructing, improving, or expanding, as the case may be, an industrial project (the "Project"); WHEREAS, on October 5, 1982, the Issuer adopted a "Resolution Concerning Issuance of Bonds to Finance a Project for "Southwest Precast, Inc. Project" (the "Initial Resolution") ; WHEREAS, in order to finance the Project, the Issuer proposes to issue bonds styled, "Schertz Industrial Development Corporation Industrial Development Revenue Bonds (Southwest Precast, Inc. Project) Series 1983" (the "Bonds") ; WHEREAS, pursuant to Section 103(k) of the Internal Revenue Code of 1954, as amended (the "Code"), a public hearing, following published notice thereof, was held by the Issuer on April 5, 1983 at which time the Project and the issuance of the Bonds were considered; and WHEREAS, there have been presented to the Issuer proposed forms of each of the following: 1. Loan Agreement, dated as of April 1, 1983, (the "Agreement"), between the Issuer and the User, inClUding a promissory note from the User to the Issuer in the principal amount of the Bonds (the "Note"); 2. Indenture of Trust, dated as of April 1, 1983 (the "Indenture"), between the Issuer and Allied Bank of Texas, Houston, Texas (the "Trustee"); 3. Guarantee Agreement, dated as of April 1, 1983 (the "Guarantee Agreement"), among Delmar Phillips and Phillips Crane and Rigging Company, a Texas corporation (the "Guarantors"), the Trustee, and the Issuer; and April User, 4. User Guarantee Agreement, dated as 1, 1983 (the "User Guarantee Agreement"), among the Trustee, and the Issuer. of the THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SCHERTZ INDUSTRIAL DEVELOPMENT CORPORATION TEAT: Section 1. Based solely upon the representations made to the Board of Directors (the "Board") and to the Texas Industrial Commission by the User, it appears and the Board hereby finds that: A. The Project is suitable for the promotion of manufacturing or industrial development and expansion; and ' B. Additionally: (i) The Pr~ject will have increas~ng employment Unit's boundaries; and an impact of within' the (ii) the Project is in furtherance of the public purposes of the Act. Section 2. The Board hereby approves the Agree- ment in substantially the form and substance presented to the Board and' the President or vice President is hereby authorized and directed, for and on behalf of the Issuer, to date, sign, and otherwise execute the Agreement, and the Secretary or cany Assistant Secretary is authorized and directed for and on behalf of the Issuer to attest the Agreement, and such officers are hereby authorized to deliver the Agreement. Upon execution by the parties thereto and delivery thereof, the Agreement shall be binding upon the Issuer in accordance with the terms and provisions thereof. -2- Section 3. The Bonds in the aggregate principal amount of $2,375,000 are a~tho:r::ized to be issued for the purpose of paying the cOst Of.' acquiring, constructing, reconstructing, improving, or expanding, as the case may be, the Project. The Board hereby approves the Indenture in substantially the form and substance presented to the Board and the President or Vice President is authorized and directed for and on behalf of the Issuer to date, sign, and otherwise execute the Indenture and the Secretary or any Assistant Secretary is hereby authorized to attest the Indenture and such officers are hereby authorized to deliver the Indenture. The details of the Bonds shall be as set forth in the Indenture. Section 4. The Board hereby approves the Guarantee Agreement in substantially the form and substance presented to the Board and the President or Vice President is authorized and directed, for and on behalf of the Issuer, to date, sign, or otherwise execute the Guarantee Agreement and the Secretary or any Assistant Secretary is hereby authorized to attest the Guarantee Agreement on behalf of the Issuer, and such officers are hereby authorized to deliver the Guarantee Agreement. Section 5. The Board hereby approves the User Guarantee Agreement in substantially the form and substance presented to the Board and the President or Vice President is authorized and directed, for and on behalf of the Issuer, to date, sign, or otherwise execute the User Guarantee Agreement and the Secretary or any Assistant Secretary is hereby authorized to attest the User Guarantee Agreement on . behalf of the Issuer, and such officers are hereby author- ized to deliver the User Guarantee Agreement. Section 6. The President and Secretary are hereby each authorized and directed to execute the Bonds, or have their facsimile signatures placed upon the Bonds, and each is 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 7. is hereby appointed serving as Registrar Indenture. Allied Bank of Texas, Houston, Texas as Trustee under the Indenture thereby and Paying Agent under the terms of the Section 8. of Texas, Houston, principal amount of approved. The sale of the Bonds to Allied Bank Texas, at a price of 100% of the the Bonds is hereby authorized and -3- - - , Section 9. The President, the vice President, or the Secretary is hereby authori~ed to execute and deliver to the Trustee the written order of the Issuer of the authenti- cation 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 financing of the proj ect and the issuance of the Bonds be and the same hereby is ratified, approved, and confirmed. Section 11. The officers of the Issuer shall take all action in conformity with the Act, if necessary, or reasonably required to effectuate the issuance of the Bonds and take all action necessary or desirable in conformity with the Act to finance the Project and for carrying out, gi ving effect to, and consummating the transactions contemplated by the Bonds, the Initial Resolution, this Resolution, including without limitation, the execution and delivery of any closing documents in connection with the issuance of the Bonds. Section 12. The officers executing the documents approved by this Resolution are authorized to approve such changes to said documents as are necessary and appropriate and not contrary to the general tenor thereof. Section 13. After any of the Bonds are issued, this Resolution shall be and remain irrepealable until the Bonds or interest thereon shall have been fully paid or provisions for payment made pursuant to the Indenture. Section 14. If any section, paragraph, clause, provision of the Resolution shall be held to be invalid or unenforceable, the invalidity or unenforceabi1i ty of such section, paragraph, clause, provision shall not affect any of the remaining provisions of this Resolution. In case any obligation of the Issuer authorized or established by this Resolution or the Bonds or interest coupons appertaining thereto 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. PASSED AND APPROVED President ATTEST: Secretary (SEAL) -4-