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CC Resolution No. 894 1617 RESOLUTION NO. 894 A RESOLUTION APPROVING THE ISSUANCE BY BAYTOWN INDUSTRIAL DEVELOPMENT CORPORATION OF ITS INDUSTRIAL DEVELOPMENT REVENUE BONDS (WAL-MART STORES, INC. PROJECT); APPROVING THE RESOLUTION OF THE ISSUER AUTHORIZING SUCH BONDS AND THE ISSUANCE OF THE BONDS AUTHORIZED THEREBY; AND APPROVING THE PROJECT TO BE FINANCED WITH THE BONDS WHEREAS, the City of Baytown, Texas (the "Unit') has approved and authorized the creation of the Baytown Industrial Development Corporation (the "Issuer") as a Texas nonprofit corporation, pursuant to the provisions of the Development Corporation Act of 1979, as amended, (the "Act'), to act on behalf of the Unit to promote and develop industrial, manufacturing and commercial enterprises to promote and encourage employment and the public welfare; and WHEREAS, the Issuer is authorized by the Act to issue its revenue bonds on behalf of the Unit for the purpose of paying all or part of the cost of a "project," as defined in the Act; and WHEREAS, the Issuer, on November 8, 1984, adopted a resolution (the "Resolution") authorizing the issuance and sale of its $2,660,000 Industrial Development Revenue Bonds (Wal-Mart Stores, Inc. Project) (the "Bonds') under the terms and provisions of an Indenture of Trust and Mortgage (the 'Indenture') between the Issuer and Commercial National Bank in Shreveport as Trustee and by the Resolution has authorized a Lease Agreement (the "Lease Agreement') with Wal-Mart Stores, Inc. (the "Lessee') wherein the Issuer agrees to issue and sell the Bonds and lease the "project" (the "Project') described therein to the Lessee; and WHEREAS, the Resolution approves and confirms the sale of the Bonds to Stephens Inc. (the "Underwriter') and authorizes an Underwriting Agreement (the "Underwriting Agreement") between the Issuer and the Underwriter (collectively the Resolution, the Lease Agreement, the Indenture, the Underwriting Agreement and all other agreements contemplated thereby are referred to as the "Bond Documents'); and WHEREAS, the Act requires that the governing body of the Unit approve, by written resolution, the Resolution; and WHEREAS, the Texas Economic Development Commission's Rules for Issuing Industrial Revenue Bonds (the "Commission Rules') require, with respect to commercial projects in "economically depressed areas," the city that established the economically depressed area to approve projects located therein after posting notice and holding a public hearing thereon; and WHEREAS, the Project is located within an economically depressed area established by the Unit; and 0133P 1618 WHEREAS, this Governing Body, after posting notice in accordance with law and before the adoption of this Resolution, conducted a public hearing relative to its approval of the Project pursuant to and in accordance with the Commission Rules; and WHEREAS, Section 103(k) of the Internal Revenue Code of 1954, as amended, (the "Code") requires the Unit's approval of the issuance of the Bonds and the facilities to be financed with the Bonds after a public hearing following reasonable public notice; and WHEREAS, this Governing Body conducted such public hearing on November 8, 1984, following publication of notice thereof; and WHEREAS, this Governing Body has reviewed the Resolution and intends, by adoption of this resolution, to approve the Project, the Resolution and the issuance of the Bonds upon the terms set forth in the Resolution and in the other Bond Documents which set forth by description or reference the amount and purpose of the Bonds, and which descriptions and references and statements of amount and purposes are incorporated herein and to make the findings required by the Act to approve the Project; and WHEREAS, this Governing Body further intends to approve the Project and the issuance of the Bonds and the facilities to be financed with the Bonds for the purposes of the Commission Rules in compliance with Section 103(k) of the Code; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: SECTION 1. The Resolution, and the issuance of the Bonds in the amount and for the purposes therein described and referred to in the preambles hereof, are hereby approved in accordance with Section 25(f) of the Act, a copy of which Resolution is attached hereto and made a part hereof. SECTION 2. The Unit, acting through this Governing Body hereby approves the Project and the Bonds for the purposes of the Commission Rules and for purposes of Section 103(k) of the Code. SECTION 3. The Unit, acting through this Governing Body, hereby finds, determines and declares, but solely for its own purposes in performing its duties under the Act and the Commission Rules that: (a) the Project is located in an economically depressed area designated by the Unit and will contribute significantly to the fulfillment of the redevelopment objectives of the Unit for such economically depressed area; (b) the Project conforms to the resolution adopted by the Governing Body of the Unit, pursuant to the Act and the Commission Rules, designating the economically depressed area in which the Project is located; and (c) the Project is in furtherance of the public purposes of the Act. 0133? -2- 1619 SECTION 4. This Resolution shall take effect immediately from and after its adoption. PASSED AND APPROVED this 8th day of November, 1984. Authorized Officer ATTEST: Authorized Officer [SEAL] 0133P -3- 1620 RESOLUTION A RESOLUTION AUTHORIZING THE ISSUANCE OF INDUS- TRIAL DEVELOPMENT REVENUE BONDS (WAL-MART STORES, INC. PROJECT) IN THE AGGREGATE PRINCIPAL AMOUNT OF $2,660,000; AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE AGREEMENT BETWEEN BAYTOWN INDUSTRIAL DEVELOPMENT CORPORATION, AS LESSOR, AND WAL-MART STORES, INC., AS LESSEE; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST AND MORTGAGE SECURING SAID BOND; AND CONFIRMING SALE OF SAID BONDS TO THE UNDERWRITER THEREOF, AND RELATED MATTERS . WHEREAS, the Baytown Industrial Development Corporation, a nonprofit corporation organized and existing under the laws of the State of Texas (hereinafter sometimes referred to as the "Issuer'), is authorized by the Development Corporation Act of 1979, as amended, Article 5190.6, Vernon's Texas Civil Statutes (the "Act'), to acquire, whether by construction, devise, purchase, gift, lease or otherwise, any one or more of such methods and to construct, improve, maintain, equip and furnish one or more projects as defined in the Act; and WHEREAS, the Issuer is authorized by the Act to issue its revenue bonds payable from lease rentals and secured by a mortgage on the lands, buildings and facilities so leased; and WHEREAS, the Issuer has made the necessary arrangements with Wal-Mart Stores, Inc., a Delaware corporation (the "Lessee'), for the construction, acquisition and equipping of certain facilities consisting of a retail discount department store facility, with necessary parking (hereinafter referred to as the "Project'), located in an "economically depressed area" of the City of Baytown, Texas (the "Unit'), which will promote industrial and commercial development and expansion, employment and the public welfare within the State of Texas; and WHEREAS, it is proposed to pay the cost of the Project through the issuance of revenue bonds pursuant to the provisions of the Act; and WHEREAS, the aggregate cost of the Project has been determined to be not less than $2,660,000 and it is necessary and advisable that provisions be made for the issuance of Industrial Development Revenue Bonds (Wal-Mart Stores, Inc. Project) of the Issuer in the aggregate principal amount of $2,660,000, as authorized and permitted by the Act; and WHEREAS, the Issuer proposes to enter into a Lease Agreement dated as of November 1, 1984, (the "Lease Agreement') with the Lessee specifying the terms and conditions of the acquisition, construction and equipping of the Project and the leasing of the same to the Lessee; and WHEREAS, the Issuer proposes to issue and sell its Industrial Development Revenue Bonds, in order to finance the acquisition, construction and equipping of the Project as aforesaid and said bonds will be issued under the terms of a proposed 0111P 1621 Indenture of Trust and Mortgage, dated as of November 1, 1984, (the "Indenture'), between the Issuer and Commercial National Bank in Shreveport, Shreveport, Louisiana as Trustee (the "Trustee'); and WHEREAS, this Board of Directors deems it appropriate and advisable to authorize the issuance and confirm the sale of such bonds and to authorize the execution and delivery of the appropriate agreements, indenture, contracts and other debt and security documents hereinafter approved; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN INDUSTRIAL DEVELOPMENT CORPORATION, AS FOLLOWS, TO WIT: SECTION 1. The capitalized terms used in this Resolution shall have the meanings prescribed for such terms in the Lease Agreement and Indenture as approved hereby. SECTION 2. This Board, acting on behalf of the Issuer, hereby finds, determines and declares, but solely for its own purposes in performing its duties under the Act and the regulations of the Texas Economic Development Commission, that: (a) The Project is in furtherance of the public purposes of the Act, is required or suitable for the promotion of commercial development and expansion or for use by commercial enterprises and will provide and encourage employment in the Unit and the State. (b) The Project will contribute to the economic growth or stability of the Unit by increasing or stabilizing employment opportunity, significantly increasing or stabilizing the property tax base and promoting commerce within the Unit and the State. (c) The material requirements for and prerequisites to final approval of the Lessee's request to the Issuer to finance the Project through the issuance of the Bonds have been or will be met by the Lessee and the instruments and documents herein approved are in form and substance satisfactory to this Board. SECTION 3. (a) That the form, terms and provisions of the proposed Indenture be, and they hereby are, in all respects approved, and that the President or the Vice President and the Secretary or Assistant Secretary be, and they are hereby authorized, empowered and directed to execute, acknowledge and deliver the Indenture in the name and on behalf of the Issuer, and thereupon to cause the Indenture to be executed, acknowledged and delivered to the Trustee herein named, and the Indenture shall constitute a mortgage lien, subject to Permitted Encumbrances (as defined in the Indenture), for the security of the Bonds issued thereunder upon the property of the Issuer described in the Indenture and an assignment of the rents payable under the Lease Agreement; that the Indenture is to be in substantially the form as submitted to this Board at this meeting and hereby approved, or with such changes therein as shall be approved by the officers of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of 0133F -2- 1622 Indenture hereby approved and that from and after the execution and delivery of the Indenture, the officers, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Indenture as executed; (b) That the form, terms and provisions for the proposed Lease Agreement be, and they hereby are, in all respects approved, and that the President or the Vice President and the Secretary or Assistant Secretary be, and they are hereby authorized, empowered and directed to execute, acknowledge and deliver the Lease Agreement in the name and on behalf of the Issuer, and thereupon to cause the Lease Agreement to be delivered to the Lessee; that the Lease Agreement is to be in substantially the form submitted to this Board at this meeting and hereby approved, or with such changes therein as shall be approved by the officers of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of Lease Agreement hereby approved; and that from and after the execution and delivery of the Lease Agreement, the officers, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Lease Agreement as executed. SECTION 4. That the President or the Vice President and the Secretary or Assistant Secretary be, and hereby are, authorized, empowered and directed to cause the Bonds to be prepared in the form and having the other terms and provisions specified in said Indenture (as executed and delivered). SECTION 5. That the sale of Bonds in the aggregate principal amount of $2,660,000 to Stephens Inc. (the "Underwriter") at the price of 97.5% of par plus accrued interest, if any, to the date of delivery thereof, be and the same is hereby approved and confirmed and that the form, terms and provisions of the Underwriting Agreement (the "Underwriting Agreement") between the Issuer and the Underwriter submitted to this Board at this meeting be, and they hereby are in all respects approved, and that the President or Vice President and the Secretary or Assistant Secretary be, and they are hereby authorized, empowered and directed to execute and deliver the Underwriting Agreement in the name and on behalf of the Issuer, and thereupon to cause the Underwriting Agreement to be executed, acknowledged and delivered to the Underwriter; that the Underwriting Agreement is to be in substantially the form submitted to this Board at this meeting and hereby approved, or with such changes therein as shall be approved by the officers of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of Underwriting Agreement hereby approved. SECTION 6. That the Underwriter is hereby authorized to use the Official Statement submitted to this Board at this meeting in connection with the issuance and sale of the Bonds and the information contained therein is approved, but only in respect to those descriptions contained therein which describes the Issuer, the Bonds, the Lease Agreement and the Indenture. The President or Vice President are hereby authorized, empowered and directed to execute the Official Statement in the name and on behalf of the Issuer in the form submitted to this Board at this meeting 0133P -3- 1623 with such changes therein as shall be approved by the officer of the Issuer executing the same, his execution thereof to constitute conclusive evidence of his approval of any and all changes and revisions therein from the form of Official Statement hereby approved. SECTION 7. That the President or Vice President and Secretary or Assistant Secretary for and on behalf of the Issuer, be and they are hereby authorized and directed to do any and all things necessary to effect the execution and delivery of the Indenture and acceptance thereof by the Trustee, the performance of all obligations of the Issuer under and pursuant to the Indenture, 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 Indenture and the Underwriting Agreement. The President or Vice President and Secretary or Assistant Secretary be, and they are hereby, further authorized and directed for and on behalf of the Issuer, 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 by the Indenture, or to evidence the said authority and its exercise. The Issuer hereby elects to have the provisions of Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended, apply to the hereinabove described issue of industrial development revenue bonds. SECTION 8. That the provisions of this Resolution are hereby declared to be separable and if any section, phrase or provision shall for any reason be declared to be invalid, such deciaration shall not affect the validity of the remainder of the sections, phrases and provisions. SECTION 9. This Resolution shall take effect immediately upon its adoption. ADOPTED this 8th day of November, 1984. uth�ed Officer ATTESTED: Authorized Officer [SEAL) 0133P -4-