R2010-062 - 2010-04-26 No Action RESOLUTION NO. R2010-62
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PEARLAND, TEXAS, AUTHORIZING THE ISSUANCE OF PEARLAND
ECONOMIC DEVELOPMENT CORPORATION REVENUE BONDS
(NEELILA, L.L.C. PROJECT) SERIES 2010.
WHEREAS, the Pearland Economic Development Corporation (the "Issuer")was created
by the City Council of the City of Pearland, Texas (the "Unit") pursuant to the provisions of the
Development Corporation Act (Chapter 501, Texas Local Government Code, as amended,
formerly Article 5190.6, Vernon's Texas Civil Statutes) (the"Act"); and
WHEREAS, the Issuer has (i) authorized the issuance of its Pearland Economic
Development Corporation Revenue Bonds (Neelila, L.L.C. Project) Series 2010,'in principal
amount not to exceed $3,440,000 in the aggregate (the "Bonds"), pursuant to the terms and
provisions of an indenture of trust (the "Indenture"), (ii) provided for the sale of the Bonds
pursuant to the terms of an investment letter, (iii) provided for the payment of the principal of
and premium, if any, and interest on the Bonds with revenues derived from the loan of proceeds
of the sale of the Bonds to Neelila, L.L.C. (the "User"), (iv) provided for the financing, pursuant
to the terms and provisions of a loan agreement to be entered into between the Issuer and the
User, of the construction of a manufacturing facility located at 8720 Industrial Drive, Pearland,
Texas 77581 (the "Project"), and (v) taken and authorized certain other actions in connection
with the foregoing, by adopting, on April 26, 2010, the Resolution Of Pearland Economic
Development Corporation Authorizing Issuance of Revenue Bonds (Neelila, L.L.C. Project)
Series 2010; Loan Of Bond Proceeds To Neelila, L.L.C.; Approving Documents Relating
Thereto; Authorizing a Public Hearing Regarding Bonds; Approving Publication of Notice of
Public Hearing and Appointing Hearing Officer; and Approving Other Matters in Connection
Therewith(the"Issuer Resolution"); and
WHEREAS, Section 501.204(a) of the Act requires that the governing body of the Unit
approve the resolutions of the Issuer providing for the issuance of the Bonds not earlier than the
60th day before the date of delivery of the Bonds; and
WHEREAS, the City Council is the governing body of the Unit and deems it necessary
and advisable that this Resolution be adopted.
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PEARLAND, TEXAS THAT:
Section 1. The Issuer Resolution attached hereto as Exhibit A is hereby approved. The
approval herein given is in accordance with the provisions of Section 501.204(a) of the Act, and
is not to be construed as an undertaking by the Unit, and the Bonds shall never constitute an
indebtedness or pledge of the Unit, or the State of Texas, within 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 Issuer in the
Indenture that will be executed and delivered in connection with the Bonds.
HOU:2997201.2
Section 2. In order that the Project may be financed through the Bonds, the Issuer is
hereby requested to exercise its powers within the City for the purpose of issuing such bonds to
finance the Project. This request is intended to satisfy the requirements of Section 501.159(a) of
the Act.
Section 3. The programs and expenditures authorized and contemplated by the Issuer
Resolution are hereby in all respects approved.
Section 4. In order to comply with Section 147(f) of the Internal Revenue Code of 1986,
as amended, a public hearing has been held in the City in which members of the public were
permitted to express their views with respect to the Project and the Issuer's issuance of the Bonds
for such purpose. Notice of such hearing was published no less than 14 days prior to such
hearing in a newspaper of general circulation in the City, and an affidavit of the publication of
such notice is attached hereto as Exhibit B. Based solely upon the results of such hearing, and
solely for purposes of complying with Section 147(f) of the Internal Revenue Code of 1986, as
amended, the Bonds, and the Project to be financed with the proceeds of the Bonds in the City,
all as described in the published notice of public hearing attached as Exhibit C hereto, are
approved.
DISCLAIMER OF LIABILITY. THE CITY, THE CITY COUNCIL, THE MAYOR
AND ALL OTHER CITY OFFICIALS MAKE NO REPRESENTATION OR WARRANTY OF
ANY KIND WHATSOEVER WITH RESPECT TO THE PROJECT OR THE ISSUANCE,
CREDITWORTHINESS OR REPAYMENT OF THE BONDS TO BE ISSUED BY THE
ISSUER WITH RESPECT TO THE PROJECT. UNDER NO CIRCUMSTANCES SHALL
THE CITY HAVE ANY LIABILITY, FINANCIAL OBLIGATION OR RESPONSIBILITY OF
ANY KIND WITH RESPECT TO THE PAYMENT OF THE BONDS ISSUED FOR THE
PROJECT OR FOR THE CONSTRUCTION, MAINTENANCE, OPERATION OR ANY
OTHER ASPECT OF THE PROJECT.
THE CITY ACKNOWLEDGES THAT THE ISSUER, THE BOARD OF DIRECTORS
OF THE ISSUER AND ALL OTHER ISSUER OFFICIALS MAKE NO REPRESENTATION
OR WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE PROJECT OR
THE ISSUANCE, CREDITWORTHINESS OR REPAYMENT OF THE BONDS TO BE
ISSUED BY THE ISSUER WITH RESPECT TO THE PROJECT. UNDER NO
CIRCUMSTANCES SHALL THE ISSUER HAVE ANY LIABILITY, FINANCIAL
OBLIGATION OR RESPONSIBILITY OF ANY KIND WITH RESPECT TO THE PAYMENT
OF THE BONDS ISSUED FOR THE PROJECT OR FOR THE CONSTRUCTION,
MAINTENANCE, OPERATION OR ANY OTHER ASPECT OF THE PROJECT EXCEPT AS
PROVIDED IN THE INDENTURE AND LOAN AGREEMENT.
Section 5. The Mayor, City Council 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.
PASSED AND APPROVED this 26th day of April, 2010.
2
HOU:2997201.2
Exhibit A
Issuer Resolution
Attached
A-1
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GENERAL CERTIFICATE OF CREATING UNIT
I, the undersigned, Mayor of the City of Pearland, Texas (the "Creating Unit"), make this
certification for the benefit of all persons interested in the issuance by the Pearland Economic
Development Corporation (the "Issuer") of its $3,440,000 Pearland Economic Development
Corporation Revenue Bonds (Neelila, L.L.C. Project) Series 2010 (the "Bonds"). I hereby
certify that:
1. The Issuer was created and authorized to act on behalf of the Creating Unit, and
the Articles of Incorporation and initial Bylaws of the Issuer were approved by the City Council
(the"Governing Body") of the Creating Unit.
2. On April 26, 2010 and at all times since that date, the following persons were the
duly appointed members of the Board of Directors of the Issuer, holding the offices set forth
opposite their names:
Name Office
Ed Thompson President
Charles Gooden, Jr. Vice President
Lucy Stevener Secretary
Kurt Evenson Director
Gary Idoux Director
Mike O'Day Director
Rushi Patel Director
3. Attached hereto as Exhibit A is a true and correct copy of the resolution of the
Governing Body, dated April 26, 2010, approving the resolution of the Issuer agreeing to issue
the Bonds, and such resolution has not been amended, annulled, rescinded or revoked and
remains in full force and effect on the date hereof.
4. The Creating Unit has approved all programs and expenditures of the Issuer in
connection with the issuance of the Bonds and the transactions contemplated thereby.
5. No litigation is pending against the Creating Unit or the Governing Body or, to
the best of our knowledge after reasonable investigation, threatened against the Creating Unit or
the Governing Body: (i) to restrain or enjoin the issuance or delivery of the Bonds or (ii) in any
way contesting (a) the right and power of the Creating Unit in connection with any action taken
by it towards the creation of the Issuer or the issuance of the Bonds or (b) the title or authority of
the Governing Body or the Board of Directors of the Issuer.
The Attorney General of the State of Texas is hereby authorized to date this certificate on
and as of the date of his approval of the Bonds, and this certificate and the matters herein
certified shall be deemed for all purposes to be true, accurate and correct on and as of that date,
and on and as of the date of delivery of the Bonds, unless the Creating Unit through an
authorized officer shall notify the Attorney General and the Issuer in writing to the contrary prior
to either of such dates.
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WITNESS MY HAND AND THE OFFICIAL SEAL OF THE CREATING UNIT ON
APRIL 26, 2010.
•
(SEAL) Mayor
City Secretary
General Certificate of Pearland
HOU:2997201.2
Exhibit A
Resolution of Governing Body
Attached
A-1
HOU:2997201.2
CERTIFICATE FOR RESOLUTION
I, the undersigned, City Secretary of the City of Pearland, Texas (the "Unit"), do hereby
certify as follows:
1. The City Council (the "Governing Body") of the Unit convened in regular session
at its designated meeting place in Pearland, Texas on April 26, 2010 (the"Meeting"), and the roll
was called of the duly constituted members of the Governing Body, to-wit:
Tom Reid Mayor
Felicia Kyle Mayor Pro Tern and Councilmember Position 4
Woodrow "Woody" Owens Councilmember Position 1
Scott Sherman Councilmember Position 2
Steve Saboe Councilmember Position 3
Kevin Cole Councilmember Position 5
All of such persons were present, except the following
absentees: , thus constituting a quorum. Whereupon a
written:
RESOLUTION APPROVING THE ISSUANCE OF
PEARLAND ECONOMIC DEVELOPMENT CORPORATION
REVENUE BONDS
(NEELILA, L.L.C. PROJECT) SERIES 2010
(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: NOES: ABSTENTIONS:
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 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 Chapter 551,
Texas Government Code.
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SIGNED AND SEALED this 26th day of April, 2010.
By:
City Secretary, Pearland, Texas
(SEAL)
Resolution of Pearland
HOU:2997201.2