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CC Resolution No. 926 1670 RESOLUTION NO. 926 RESOLUTION APPROVING RESOLUTION AUTHORIZING BAYTOWN INDUSTRIAL DEVELOPMENT CORPORATION VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1985 (RANDALL'S CENTER PROJECT) ; A LOAN AGREEMENT; A TRUST INDENTURE; AND OTHER DOCUMENTS AND MATTERS IN CONNECTION THEREWITH WHEREAS, the Baytown Industrial Development Corporation (,the "Issuer") was created by the City Council (the "Governing Body") of the City of Baytown, Texas (the "Unit") pursuant to the provisions of the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, as amended (the "Act") ; and WHEREAS, the Unit has designated certain economically depressed areas ("EDAs") , within which certain commercial projects can be financed pursuant to the terms of the Act; and WHEREAS, the Act and the rules of the Texas Economic Development Commission (the "Commission") promulgated thereunder (the "Rules") provide that commercial projects may be financed if they are within or immediately adjacent to an EDA as determined by a city and if the city has posted notice of and held a public hearing with respect to such project, approved the project and made the determinations and findings required by the Rules; and WHEREAS, the Project is located within the EDA, the Unit has posted notice and held a public hearing with respect thereto and by this Resolution approves the Project and makes the determination and findings required by the Rules and further the User has represented to the Unit and to the Issuer that (1) the User has no present intention of disposing of or abandoning the Proj- ect, (2) the User has no present intention of directing the Project to a use other than the purposes represented to the Unit and (3) the User will not, during the life of the Bonds, direct the Project to a use not authorized within the EDA; and WHEREAS, on November 14, 1985, the Issuer held a public hearing with respect to the Bonds and the Project to be financed with the proceeds of the Bonds following publication of notice in compliance with Section 103(k) of the Internal Revenue Code of 1954, as amended (the "Code") , and the Issuer has provided information with respect to such public hearing to the Governing Body of the Unit; and WHEREAS, the Governing Body is the elected legislative body of the Unit, and a report of the public hearing held by the Issuer was submitted to the Governing Body and such report has been reviewed by the Governing Body; and -3- 1671 WHEREAS, the Act provides that the Governing Body must, by written resolution adopted no more than sixty (60) days prior to the date of the sale of the Bonds, specifically approve the resolution of the Issuer providing for the issuance of the Bonds, and Section 103(k) of the Code requires that the "applicable elected representative", which with respect to the Bonds is the Governing Body, approve the Bonds prior to issuance; 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) of the Code, by the Texas Legislature as provided in Article 5190-9, Vernon's Texas Civil Statutes, as amended ("Article 5190-9") ; and WHEREAS, Article 5190-9 requires the Issuer to file a notification of its present intent to deliver an issue of such "private activity bonds" with the Texas Economic Development 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 for the Bonds a portion of the 1985 private activity bond limit for the State of Texas (the "Allocation") ; and WHEREAS, the Allocation is made to the Unit, but the Unit will assign the Allocation to the Issuer; and WHEREAS, it is deemed necessary and advisable that this Resolution be adopted; THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS THAT: Section 1. The Resolution Authorizing Baytown Industrial Devel- opment Corporation Variable Rate Demand Industrial Development Revenue Bonds, Series 1985 (Randall's Center Project) ; a Loan Agreement; a Trust Indenture; and Other Documents and Natters in Connection Therewith, adopted by the Issuer on November 14, 1985 (the "Resolution") , a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby specifically approved. Section 2. The Governing Body hereby specifically approves (i) the Bonds as required by Section 103(k) of the Code and (ii) the project (the "Project") and the Governing Body finds and determines that the proposed Project is within an EDA as previously designated by the Unit, that the Project conforms with the limitations specified in its resolution designating the EDA, that the Project will contribute significantly to the fulfillment of -4- 1672 the redevelopment objectives of the Unit for the EDA and that the Project and the Bonds are in furtherance of the public purposes of the Act. Section 3. The approval herein given is in accordance with the provisions of Section 25(f) of the Act and is not to be construed as any un- dertaking by the Unit, and such Bonds shall never constitute an indebtedness or pledge of the Unit, or the State of Texas, within the meaning of any con- stitutional or statutory provision, and the holder of such Bonds shall never be paid in whole or in part out of any funds raised or to be raised by taxa- tion 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 Allocation is hereby assigned and transferred to the Issuer pursuant to Article 5190-9. Section 5. The programs and expenditures authorized and contem- plated by the aforesaid documents are hereby in all respects approved. Section 6. The Mayor and City Clerk 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. PASSED AND APPROVED this 14th day of November, 1985. By Emmett Hutto, Mayor City Clerk [SEAL] 1185072 WP0563 -5- 1668 Document No. 6. 1 CERTIFICATE FOR RESOLUTION APPROVING RESOLUTION AUTHORIZING BAYTOWN INDUSTRIAL DEVELOPMENT CORPORATION VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1985 (RANDALL'S CENTER PROJECT) ; A LOAN AGREEMENT; A TRUST INDENTURE; AND OTHER DOCUMENTS AND MATTERS IN CONNECTION THEREWITH I, the undersigned Mayor of the City of Baytown, Texas (the "Unit") , hereby certify as follows: 1. The City Council (the "Governing Body") of the Unit convened in session at the City of Baytown, Texas, on November 14, 1985 (the "Meeting"), at the designated meeting place, and the roll was called of the duly consti- tuted members of the City Council, to-wit: Emmett Hutto Mayor Perry Simmons Council Member Roy C. Fuller Council Member Fred Philips Council Member Jimmy Johnson Council Member Gerald Dickens Council Member Ron Embry Council Member All of such persons were present, except the following absentees: , thus con- stituting a quorum. Whereupon a written: RESOLUTION APPROVING RESOLUTION AUTHORIZING BAYTOWN INDUSTRIAL DEVELOPMENT CORPORATION VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1985 (RANDALL'S CENTER PROJECT) ; A LOAN AGREEMENT; A TRUST INDENTURE; AND OTHER DOCUMENTS AND MATTERS IN CONNECTION THEREWITH (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: 6 NOES: 1 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 1669 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 the Meeting was open to the public, and public notice of the time, place, and purpose of the Meeting was given, all as required by Arti- cle 6252-17, Vernon's Texas Civil Statutes, as amended. SIGNED AND SEALED thisl4 day of November, 1985. By S)Z6CJ Emmett Hutto, Mayor [SEAL] ATTEST: City Clerk -2-