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HomeMy WebLinkAboutRES 8404.002 - Gtown Industrial Dev Corp3c&) A RESOLUTION by the Board of Directors of the Georgetown Industrial Development Corporation relating to the issuance of Georgetown Industrial Development Corporation Industrial Development Revenue Bonds (The Old Lodge Building Partnership Project) Series 1984 in the aggregate principal amount of $95,000; authorizing the issuance of said bonds and making provision for the payment and security thereof; approving and authorizing the execution of a Loan Agreement, an Assianment and Security Agreement, a Bond Purchase Contract and a Depository Agreement in connection therewith; and resolving other matters incident and related to the issuance, sale, delivery and security of said bonds. WHEREAS, under and pursuanc to authority conferred by the Development Corp- oration Act of 1979 as amended (Article 5190.6, V.A.T.C.S - the "Act"), the Georgetown Industrial Development Corporation (the "Corporation") entered into a certain Agreement to Issue Bonds, dated March 30, 1984, with the Old Lodge Building Partnership (the "User"), a Texas general partnership for the financing of a "project as defined in the Act, to be located within the boundaries of the City of Georgetown, Texas, and to be used for commercial office and retail space. WHEREAS, the Corporation and the User have agreed and determined that the total amount of financing to be provided by the Corporation in relation to said "project" is $95,000; such financing to be accomplished by the issuance and sale of the Corpora- tion's revenue bonds and the loan of the proceeds of such revenue bonds to the User, all as more fully set forth and provided in the Loan Agreement between the Corporation and the User, dated as of March 30, 1984 (the "Agreement") hereinafter identified; and WHEREAS, the Board of Directors of the Corporation hereby finds, determines and declares that: (a) the "project" is required or suitable for the promotion of industrial and commercial development and expansion and the promotion of employment, (b) the "project" to be financed will enhance and contribute to the Unit by increasing and stablizing employment opportunities, increasing and stablizing the property tax base and promoting commerce, and (c) the Project is in the furthurance of the public purpose of the promotion and development of new and expanded industrial and commercial enterprises to provide and encourage employemtn and the public welfare; AND WHEREAS, the revenue bonds authorized to be issued by this resolution shall be sold to the First National Bank if Georgetown, pursuant to a com- mitment to purchase the same; now, therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF GEORGETOWN INDUSTRIAL DEVELOPMENT DORPORATION: Section 1: The following words and terms shall have the meanings assigned to them below in this Resolution, unless the context otherwise indicated another or different meaning of intent: "Act" shall mean the Development Corporation Act of 1979 codified as Article 5190.6, Vernon's Annotated Texas Civil Statutes, as amended. "Agreement" means the Loan Agreement, dated as of March 30, 1984 by and between the Corporation and the User, as from time to time amended or supplemented. "Agreement to Issue Bonds" shall mena the Agreement to Issue Bonds, dated as of March 30, 1984, by and between the Corporation and the User. "Assignment" means the Assignment and Security Agreemtn, dated as of March 30, 1984 by and between the Corporation and the Bank. 23/ "Authorized Representative" shall mean any person or persons at the time designated to act on behalf of the User or the Corporation by a written cert- ificate, containing a specimen signature of such person or persons, which in the case of the User's representative is signed on behalf of the User by an officer of the User and which is furnished to the Corporation and the Bank and, in the case of the Corporation's representative, is signed on behalf of the Corporation by an officer of the Corporation and furnished to the User and the Bank. "Bank" shall mean the First National Bank of Georgetown, Texas. "Board" shall mean the Board of Directors of the Corporation. "Bond" or "Bonds" shall mean the fully registered Georgetown Industrial Development Revenue Bonds, Series 1984 (The Old Lodge Building Partnership Project) authorized to be issued by this Resolution. "Bondholder" or "Holder" or Bondholders" or "Holders"shall mean the registered owner or owners of the Bonds. "Bond Resolution" or "Resolution" shall mena this Resolution. "Code" means the Internal Revenue Code of 1954, as amended. "Completion Date" is defined in Section 4.4 of the Agreement. "Construction Fund" means the special fund or account created in Section 10 hereof for the deposit and safekeeping of the proceeds of the Bonds. "Corporation" shall mean the Georgetown Industrial Development Corporation. "Debt Service Fund" shall mean the special fund or account/ cj'eated in Section 12 hereof for the deposit of moneys to pay the principal and interest payments on the Bond as the same become due and payable. "Deed of Trusht" shall mean the Deed of Trust, Security Agreement and Assignment of Rents, dated as of March 30, 1984, executed by User, and given to Carroll Sullivan, as Mortgage Trustee, in favor of the Corporation to further secure the payment of the Note. "Depository Agreement" shall mean the Depository Agreement, by and amont the Corporation, the User and the Bank relating to the Bonds and dated as of March 30, 1984. "Determination of Taxability" is described in Section 8.4 of the Agreement. "Event of Taxability" shall mean any event, occurrence or incident (resulting from action or inaction of any person or governmental authority), which has the effect of causing the interest payment on the Bonds to become includable for federal income tax purposes in the gross income of the holder of such Bonds (other than a holder who is a "substantial user" of the Project or a "related person" as such terms are used in Section 103 (b) (10) or the Code). "Paying Agent" means the Bank, acting under and pursuant hereto and to the Assignment. "Person" shall mean and include any individual, corporation, governmental entity, partnership, joint venture, business association, estate or other organization or entity. "Porject" shall mean the land, building and facilities described and identified in Exhibits A and B to the Agreement. "Registered Assigns" shall mean any owner or holder of the Bonds other than the original owner of the Bonds, as shown on the registration and transfer books for the Bonds. "Registrar" means the Bank, acting under and pursuant hereto and to the Assignment. ;.3 Z "State" shall mean the State of Texas. "User" means the Old Lodge Building Partnership, a Texas general partnership and its successors and assigns. Section 2: That the Corporation's revenue bonds in the aggregate principal amount of $495,000, to be designated and known as.the "Georgetown Industrail Development Corporation Industrial Development Revenue Bonds, Series 1984 (The Old Lodge Building Partnership.Project)", shall be and are hereby authorized to be issued for the purpose of financing the costs of the Project to promote and develop new and expanded industrial and manufacturing enterprises and to promote and encourage employment and the public welfare within the State and the City of Georgetown, Texas, under and pursuant to authority conferred by and in accord- ance with the provisions of the Act. Section 3: That said revenue bond shall be dated as of March 21, 1984, shall be in the denomination of $495,000; shall be numbered from one(1) upward; shall be fully registered as to payment of principal and interest, and shall be payable to the reqistered owner, on the dates and in the principal amounts set forth in the attached schedule I, but subject to the prepayment provisions of Section 6 hereof. Section 4: That said Bonds shall bear interest .(calculated on the basis of 365 day calendar year) from the date of their delivery to the initial purchasers until paid on the unpaid principal amount at any time outstanding at the rate of seventy five percent (757) of the prime lending rate as defined by the First National Bank of Georgetown, Texas. Said rate shall conform to such changes as may occur from time to time. Section 5: That the Bonds shall be fully registered and the payment of principal of, premium, if any, and interest on the Bonds shall be payable only to the registered owner thereof as the same appears on the books of the egistrar; the principal installment thereof and the interest thereon being payable at the most recent address of the registered owner shown on the books of the Registrar by check drawn oby the Paying Agent. Both principal and interest on the Bonds shall be payable in lawful money of th United States of America and without exchange or collection charges to the registered owner. The Bank is hereby designeated and appointed the Paying Agent and Registrar for the Bonds. That the transfer of title to a Bond shall be accomplished only upon sur- render of the Bond at the Registrar, together with an assignment duly executed by the registered owner in such form and with such guaranteed signatures as shall be satisfactory to the Registrar. Upon any such transfer of title, the Registrar shall (i) note in the Registration Books for the Bonds, the date of transfer and the name of the new registered owner; and (ii) endorse the Registration Ledger on the Bond by inserting the dateof its registration (the date of transfer), the name of the new registered owner and signing the same. The person whose name appears on the Regista- tion Books of the Registrar shall be deemed and regarded and absolute owner thereof for all purposes and payment of or on account of the principal of and interest on the Bond shall be made only to or upon the order of theregistered owner therof or his legal representative, and no party in interest shall be affected by any notice to the con trary. When delivered, the Bond shall be registered in the name of the initial purchasers in the manner provided in this Section. Section 6. The principal of the Bonds may be prepaid at the option of the Corporation in whole or in part at nay time at par plus accrued interest to the pprepayment date, and without penalty. The Bonds shall be subject to mandatory preparyment in full of the first interest payment date occuring not less than forty-five (45) days after the date of a Determination of Taxability at par plus the amount of interest due thereon to the prepayment date. Written notice pf a prepayment, specifying the amount to be prepaid and the date of prepayment, shall be given to the Bank at least five (5) business days prior to the date of prepayment. The Bond shall cease to bear interest on the specified prepayment date; provided sufficient funds to pay the applicable prepayment price and accrued interest thereon are deposited with the Paying Agent on or before the prepayment date specified in the written notice. Section 7. The Bonds shall be signed by the President of the Board and attested by the Secretary of the Board and the corporate seal of the Corporation shall be affixed or impressed thereon. 233 Section 8. The Bonds and the Registration Ledger to be printed theron shall be substantially in the forms set forth in Exhibit A, attached hereto, with such appropriate variations, omissions and insertions as are permitted or required by this Resolution. Section 9. The Bonds, together with premium, if any, and interest thereon, shall be and is hereby declared to be a limited obligation of the Corporation payable solely from the revenues and receipts derived from or in connection with the Agreement, and the owners of the Bonds shall have a valid claim for the payment thereof only against the Debt Service Fund and other moneys held by the Bank pursuant to this Resolution and the revenues and receipts drived from or in connection with the Agreement, which revenues and receipts shall be used for no other purpose than to pay the principal installments or, premium, if any, and interest on the Bonds, except as may be otherwise expressly authorized by this Resolution. NEITHER THE STATE, THE CITY OF GEORGETOWN, TEXAS NOR ANY POLITICAL COR- PORATION, SUBDIVISION OR AGENCY OF THE STATE OF TEXAS SHALL BE OBLIGATED TO PAY THE BONDS, THE PREMIUM, IF ANY, OR INTEREST THERON. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS, THE CITY OF GEORGETOWN, TEXAS, OR ANY OTHER POLITICAL CORPORATION, SUBDIVISION OR AGENCY THEROF IS PLEDGE TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE BONDS. Section 10. That there is hereby created and established with the Bank, which is hereby designated and appointed to be a special depository for the Corporation, a special fund to be designated and known as the "Georgetown Industrial Development Corporation Industrial Development Revenue Bonds, Series 1984 (The Old Lodge Building Partnership) "Construction Fund" (herein referred to as the "Construction Fund"), and all proceeds received from the sale of the Bonds shall be deposted in the Construction Fund. Moneys in the Construction Fund shall be expended only for the purposes and in accordance with the provisions of the Agreement, particularly Section 4.3 thereof. The Bank shall keep and maintain adequate records pertaining to the Construc- tion Fund and all disbursements therefrom, and, after the Project has been com- pleted and a certificate of payment of all costs filed as provided in this Sec- tion, the Bank shall deliver a copy of an accounting of the disbursements from the Construction Fund to the User and the Corporation. The completion of the Project and payments aof all costs and expenses incident thereto shall be evidenced by filing with the Corporation and the Bank of a certificate of an Authorized Representative of the User required by Section 4.4 of the Agreement. Any moneys remaining in the Construction Fund oaf ter the filing of the above mentioned certificate by the User shall be applied in accordance with Section 4.4 of the agreement. In the Agreement, the Corporation authorized the User to provide the instructions to the Bank as to the investment and reinvestment of money held as a part of the Construction Fund. Pending payment of the amounts in the Construction Fund, the Bank is hereby directed to invest and reinvest the undisbursed portion of the Constrction Fund promptly upon receipt of, and in accordance with, the instructions of the User. Such investments shall be made only by the Bank, if and to the extent provided by law, in accordance with the provisions of Section 4.5 of the Agreement, which shall mature or be redeemable at the option of the Bank in such amounts and at such times, or shall be readily marketable prior to their 'maturities, so that payments from the Construction Fund may be made to pay the costs of the Project as the same become due and payable. All income and other gain (net of losses) from the investments shall, unless the User shall otherwise direct, be retained in and be credited to the Construction Fund, and any loss (net of gains) shall be charged to such Construc- tion Fund. As and when any amounts invested may be needed for disbursement from the Construction Fund, the Bank shall cause a sufficient amount of such invest- ments to be sold and converted into cash to the credit of the Construction Fund. The User by its execution of the Agreemetn covenants to restrict the investment of moneys in the Construction Fund, or investment earning therefrom, in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Bonds are delivered to the original purchaser, so that the Bonds will not constitute arbitrage bonds under Section 103(c) of the Code and the regulations prescribed under that section. Section 11. That the Bonds, preimum, if any, and interest thereon are and shall be payable solely from and secured by a lien on all revenues and receipts received from the terms and conditions of the Agreement (except for any moneys paid or payable to the corporation for reimbursement or indemnification) and all such receipts and revenues received under and pursuant to the terms and pro- visions of the Agreement are hereby pledged to the payment of the principal installments of, premium, if any, and interest on the Bond. The Agreement pro- vides that the User shall remit the required payments thereunder for the payment of principal installments of, premium, if any, and interest on the Bonds directly to the Bank for the accounts of the Corporation for deposit in the Debt Service Fund referred to in Section 12 hereof, and such provision is hereby expressly approved. Section 12. That ther shall be and there is hereby created by the Corporation and ordered to be established and maintained at the Bank, as a special depository, a separate and special Fund to be designated "Georgetown Industrial Development Corporation Industrial Development Revenue Bond, Series 1984 (The Old Lodge Building Partmership) Debt Service Fund" (herein referred to as the "Debt Service Fund", and all moneys deposited therein shall be used to pay the principal install- ments of, premium, if any, and the interest of the Bonds. All payments and prepayments specified in Articles V and VIII of the Agreement and all other moneys received by the Bank under and pursuant to any of the provisions of the Agreement shall be deposited in the Debt Service Fund, as and when received. Amounts paid into the Debt Service Fund, together with all income or other gain (net of losses) from any investment of any amounts in the Debt Service Fund shall, unless the User shall otherwise direct, become a part of and be credited to the Debt Service Fund. Subject to the provisions of Section 9 of this Resolution, the Corporation hereby covenants and agrees to cause to be deposited, in the Debt Service Fund sufficient sums to promptly meet and pay the principal of and interest and premium, if any, on the Bonds as the same becomes due and payable in accordance with the terms of this Recolution. In the Agreement, the Corporation.authorized the User to provide instructions to the Bank as to the investment and reinvestment of money held as a part of the Debt Service Fund. Pending payment of the amounts of the Debt Service Fund, the Bank is hereby directed to invest and reinvest the undisbursed portion of the Debt Service Fund promptly upon receipt of, and in accordance with, the instructions of the User. Such investments shall be made by the Bank, if and to the xtent permitted by law, in accordance with the provisions of Section 4.5 of the Agreement. As and when any amounts thus invested may be needed for disbursements from the Debt Service Fund, the Bank shall cause a sufficient amount of such investments to be sold or otherwise reduced to cash to the credit of such Fund. The User by its execution of the Agreemen covenants to restrict the investment of moneys in the Debt Service or investment earnings therefrom in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Bond is delivered to the original purchaser, so the same will not constitute an arbitrage bond under Section 103(c).of ,the Code and the regulations prescribed under that section. i Ji After the principal installments of, premium, if any, and interest on the Bonds have been paid in full (or provision for the full payment thereof has been made as provided in the Resolution) and all compensation and expenses payable to the Bank have been apid, any amounts remaining in the Debt Service Fund shall be paid to the User upon the expiration or sooner termination of the term of the Agreement as provided herein and in Section 10.5 of the Agreement. All moneys deposited with or paid to the Bank for the account of the Debt Service Fund under any provision of this Resolution or the Agreement shall be held in trust for the benefit of the holders of the Bonds and shall be segregated at all times from all other funds of the Corporation or the Bank. Section 13. That the Corporation further covenants, agrees and warrants that: (a) Subject to the provisions of Section 9 hereof, it will duly and punctually pay the principal installments of, premiu, if any, and interest on the Bonds on the dates and in the manner provided herein and in the Bonds according to the true intent and meaning thereof. (b) It will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Resolution, in the Bonds and all proceed- ings pertaining thereto to be performed by it. �3S (c) It is duly authorized under the Constitution and laws of the State of Texas, including particularly and without limitation, the Act, to issue the Bonds and to pledge and assign the revenues and receipts to be derived from the Agreement in the manner and to the extent herein set forth; none of the revenues to be derived from or in connection with the Agreement are pledged or assigned in any manner other than as contemplated herein; and all action on its part for the issuance of the Bonds has been fully and effectively taken. (d) It will execute, acknowledge and deliver such instruments, financing statements and other documents as the owners of the Bonds or the Bank may reason- ably require for the better assuring, pledging and assigning unto the Bank the rights of the Corporation in ;and to the revenues and receipts assigned and pledged to the payment of the principal installments of, premium, if any, and interest on the Bonds. (e) Except as herein and in the Agreement, provided, it will not sell, convey, mortgage, encumber or otherwise dispose of any part of the revenues and receipts derived from the Agreement, or of its rights under the Agreement. (f) It shall faithfully and punctually perform and observe all duties and obligations to be performed or observed by it with respect to the Project required by the Constitution and laws of the State, including particularly the Act, and it has complete and lawfulauthority and privilege to finance the acquisition and construction of the Project by making a loan to the User and it will not knowingly take any action or omit to take any action which action or omission would result in the loss of its corporate existence, so long as any of the Bonds remain out- standing. (g) All books and documents in its possession relating to the Project and the revenues and receipts derived from the Agreement shall at all reasonable times be open to instpection by the holder of the Bonds or such accountants or other agencies as such holder from time to time designate. (h) It shall, but if and only if (i) the Corporation is a necessary party to such action, (ii) the Corporation has received specific written direction from the Bank as to the action to be taken by the Corporation and (iii) a written agreement of indemnification satisfactory to the Corporation has been executed prior to the taking of such action by the Corporation, enforce all of its rights and all of the obligations of the User under the Agreement ofr the benefit of the holders of the Bonds. The Corporation shall cooperate with the Bank in the protection of the rights of the Bank hereunder the respect to the assignment and pledge of the moneys in the Debt Service Fund and the Construction Fund and the revenues and receipts due and payable under the Agreement. (i) Should there be a default under the Agreement, the Corporation shall fully cooperate with the Bank and the holders of the Bonds to the end of fully protecting the rights and security of the holders. Section 14. That, in accordance with the provisions of the Act, the Corporation has no power to operate and is prohibited from operating the Project and nothing contained herein, the Agreement or any other proceedings relating to the issuance of the Bonds shall be construed as requiring the Corporation to operate the Project. Section 15. That any one or more of the following events are hereby defined as and declared to be and to constitute an "Event of Default": (a) Default in the due and punctual payment of any installment of interest on the Bonds or default in the due and punctual payment of any principal installment of or premium, if any, of the Bonds, whether at the stated maturity thereof, or upon proceedings for the prepayment thereof. (b) Any Event of Default indentified and described in Section 7.1 of the Agreement. Upon the occurrence of an Event of Default and so long as such default is continuing, the Bank, by notice in writing delivered to the Corporation, the Texas Economic Development Commission and the User, may declare the principal installments of the Bonds and the interest accrued immediately due and payable, and such principal installments and interest shall thereupon become and be immediately due and payable. Upon such declaration all payments under the OZ3(to Agreement from the User shall immediately become due and payable as provided in Sections 5.2 and 7.2 of the Agreement. While any principal installment on the Bonds or interest is unpaid, the Corporation covenants not to exercise any of the remedies of default specified in Section 7.2 of the Agreement without prior written consent of the Bank; provided that no such consent is required for the Corporation to enforce its rights under Sections 5.2(c), 6.3, 6.7 and 7.3 of the Agreement. Upon the occurrence of an Event of Default, the Bank may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce the payment of the principal installments, premium, if any, and interest on the Bonds and to enforce and compel the performance of the duties and obligations of the Corporation as herein set forth. No remedy by the terms of this Resolution conferred upon or reserved to the Bank is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Bank or the holder of the Bonds existing at law, in equity or by statute, and no delay or omission to exercise any right, power or remedy accruing upon any Event of De- fault shall impair any such right, power or remedy or shall be construed to be a waiver of any such Event of Default or acquiescence therein; and every such right, power or remedy may be exercised from time to time as often as may be deemed expedient. All moneys received pursuant to any right given or action taken under the provisions of this Section or under the provisions of Article VII of the Agreement (after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Corporation, the Bank or any holder of the Bonds), except for all moneys received by the Corporation pursuant to Sections 5.2(c), 6.3, 6.7 and 7.3 of the Agreement, and all moneys in the Construction Fund at the time of the occurrence of an Event of Default shall be deposited in the Debt Service Fund and all such moneys in the Debt Service Fund shall be applied to the payment of the principal installments of, premium, if any, and interest on then due and unpaid upon the Bonds to the person entitled thereto. Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys shall be applied at such times, and from time to time, as the Bank shall determine, but in any event within 2 business days after deposit of such moneys in the Debt Service Fund. The Bank shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date. Whenever all principal installments of, premium, if any and interest on the Bonds have been paid under the provisions of this Section and all expenses of the Bank and the Corporation have been paid, any balance remaining in the Debt Service Fund shall be paid to the User. With regard to any default concerning which notice is given to the Corporation under the provisions of thsi Section, the Corporation hereby grants the User full authority for the account of the Corporation to perform or observe any covenant or obligation alleged in said notice not to have been performed or observed, in the name and stead of the Corporation with full power to do any and all things and acts to the same extent that the Corporation could do in order to remedy such default. Section 16. As security for the due and punctual payment of the principal of, premium, if any, and interest on the Bonds, the Corporation hereby assigns to the Bank all revenues and receipts derived by the Corporation under the pursuant to the Agreement (except any payments made pursuant to Sections 5.2(c), 6.3, 6.7, and 7.3 of the Agreement relating to indemnification, payment of certain taxes and expenses of the Corporation) and all rights and remedies of the Corporation under the Agreement to enforce payment thereof. Section 17. That the proceeds of sale of the Bonds are and shall be loanded to the User solely for the purpose of paying the costs of acquiring and constructing the Project under and pursuant to the Agreement, attached hereto and marked Exhibit B and incorporated herein by reference, and said Agreement is hereby approved and the President and Secretary of the Board are hereby authorized and directed to execute said Agreement for and on behalf of the Corporation and as the act and deed of this Board. X37 Furthermore, in accordance with the terms of sale of the Bonds and to further secure the payment thereof and the assignment and pledge herein made for the payment of the Bonds and as evidence of the Agreement of the Bank to accept its responsibilities as Paying Agent and Registrar and with respect to the Construc- tion Fund created pursuant to Section 10 hereof and the Debt Service Fund created pursuant to Section 12 hereof, (i) a Deed of Trust, Security Agreement and Assignment of Rents, (ii) a Depository Agreement and (iii) and Assignment and Security Agreement (attached hereto and marked Exhibits C. D and E respectively, and incorporated herein by reference) have been submitted to the Board for approval and execution and the Assignment and Security Agreement, the Depository Agreement and the Deed of Trust, Security Agreement and Assignment of Rents are hereby each approved as to form and content and the President and Secretary of the Board are hereby authorized and directed to execute the Assignment and Security Agreement and the Depository Agreement for and on behalf of the Corpora- tion and as the act and deed of this Board. Furthermore, the President is authorized to approve such changes to the Agreement, the Deed of Trust, Security Agreement and Assignment of Rents, the Assignment and Security Agreement and the Depository Agreement as may be necess- ary to carry out the intent and purpose of each such document, provided that such changes are not contrary to the tenor thereof, and the execution of such doc- uments and the delivery therof shall constitute conclusive evidence of their approval of any and all such changes, and the approval thereof by the Board of Direcotrs of the Corporation. Section 18. That the sale of the Bonds to the First National Bank of Georgetown, Texas at the price of par is hereby in all respects authorized, approved and confirmed and, the President and Secretary of this Board are authorized to execute the Bond Purchase Contract attached hereto as Exhibit F. Section 19. No refunding bonds shall be issued and delivered unless the Corporation and the BAnk has been supplied a written notification of approval from the Commission of the reement or any Amendment of the Agreement and of such Bonds, to the extent such approval may be required by the provisions of the Act. Section 20. In the Agreement, the User has represented, covenanted and agreed that no use will be made of the proceeds of the Bonds at anytime throughout the term thereof which would result in the Bonds to be arbitrage bonds within the meaning of Section 103(c) of the Code and any lawful regula- tions promulgate or proposed thereunder; and the Board of Directors of the Corporation acting in reliance on such covenants and agreements of the User, hereby covenants with the purchasers of the Bonds that so long as any principal installment of the Bonds remain unpaid, the Board will not take or authorize the taking of anyaction which would cause the Bonds to be arbitrage bonds within the meaning of the aforesaid Section 103(c) or any lawful regulations or rulings pertaining thereto. Section 21. The president of the Board bf the Corporation is hereby authroized to have control of the Bonds and all necessary records and proceed- ings pertaining to the Bonds pending their delivery, and the President and Sec- retary of the Board, for and on behalf of the Corporation, are hereby authorized and directed to do any and all things necessary to effect the performance of all obligations of the Corporation under and pursuant to this Resolution, the execution and delivery of the Bonds and the performance of all other acts of whatever nature necessary to effect and carry out the authority conferred by this Resolution. The President and Secretary of the Board are hereby further authorized and directed to execute all papers, documents, certificates and other instruments that may be required for the carrying out of the authority conferred by this resolution and to exercise and otherwise take all necessary action for and on behalf of the Corporation for the full realization of the rights, accomplishments and purposes of the Corporation under the Agreement, the Depository Agreement, the Bond Purchase Contract and the Assignment and Security Agreement and to discharge all of the obligations of the Corporation thereunder. Section 22. That the provision of this Resolution shall constitute a contract between the Corporation and the owners of the Bonds; and after the issuance of the Bonds no modifications, alterations, amendments or supplements to the provisions of this Resolution shall be made in any manner except with the written consent of the holders of the Bonds until such time as all principal installments of; premium, if any, and interest on the Bonds shall have been° paid in full. Section 23. That (i) the User will be obligated to pay ad valorem taxes as well as sales and use taxes with respect to the Project acquired and con- structed with the proceeds of the Bonds and (ii) the Corporation will not claim any exemption from the payment of sales and use taxes incurred with respect to construction materials supplied and equipment purchased for the Project or that the Project is exempt from the payment of ad valorem taxes. PASSED AND APPROVED, this the 27th day of March, 1984. Georgetown Industrial Development Corporation By: /s/ W. H. Connor President ATTEST: /s/ J. Parker McCollough Secretary (SEAL) Passed and Approved this 27th day of March,'1984. 1 c. Johl C.- Doerfler, U4ayor ATTEST: Pat Caballero, City Secretary