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R85-24 10-14-85Document No. 5.1 CERTIFICATE FOR RESOLUTION APPROVING RESOLUTION AUTHORIZING PEARLAND INDUSTRIAL DEVELOPMENTCORPORATION INDUSTRIAL DEVELOPMENTREVENUE BONDS, SERIES 1985 (PEARLAND MINI-STORAGE PROJECT); A LOAN AGREEMENT; A TRUST INDENTURE; AND OTHER DOCUMENTS AND MATTERS IN CONNECTION THEREWITH I, the undersigned Mayor of the City of Pearland, Texas (the "Unit"' hereby certify as follows: 1. The City Council (the "Governing Body") of the Unit convened ~n session at the City of Pearland, Texas, on October 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: Tom Reid A1 Lentz Richard Tetens James Bost Dennis Frauenberger Terry Gray Mayor Council Member Council Member Council Member Council Member Council Member All of such persons were present, except the following absentees: None , stituting a quorum. Whereupon a written: thus con- RESOLUTION APPROVING RESOLUTION AUTHORIZING PEARLAND INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1985 (PEARLAND MINI-STORAGE 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: 5 NOES: 0 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 sdch 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 this/~day of October, 1985. Tom Reid, Mayor [SEAL] ATTEST: City~Sec~~ -2- RESOLUTION NO. R85-24 RESOLUTION APPROVING RESOLUTION AUTHORIZING pEARLAND INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1985 (PEARLAND MINI-STORAGE PROJECT); A LOAN AGREEMENT; A TRUST INDENTURE; AND OTHER DOCUMENTS AND MATTERS IN CONNECTION THEREWITH WHEREAS, the Pearland Industrial Development Corporation (the "Issuer") was created by the City Council (the "Governing Body") of the City of Pearland, 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 or blighted areas ("EBAs"), 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 EBA 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 EBA, 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, diKect the Project to a use not authorized within the EBA; and WHEREAS, on October 8, 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- 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 ~he 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 PEARLAND, TEXAS THAT: Section 1. The Resolution Authorizing Pearland Industrial Devel- opment Corporation Industrial Development Revenue Bonds, Series 1985 (Pearland Mini-Storage Project); a Loan Agreement; a Trust Indenture; and Other Docu- ments and Matters in Connection Therewith, adopted by the Issuer on October 8, 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 EBA as previously designated by the Unit, that the Project conforms with the limitations specified in its resolution designating the EBA~ that the Project will contribute significantly to the fulfillmen~ of the redevelopment objectives of the Unit for the EBA and that the Project and the Bonds are in furtherance of the public purposes of the Act. -4- 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 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 14th day of October, 1985. [SEAL] 0985093 WP0521 -5- EXHIBIT CERTIFICATE FOR RESOLUTION AUTHORIZING PEARLAND INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1985 (PEARLAND MINI-STORAGE PROJECT) ; • A LOAN AGREEMENT; A TRUST INDENTURE; AND OTHER DOCUMENTS AND MATTERS IN CONNECTION THEREWITH I, the undersigned officer of the PEARLAND INDUSTRIAL DEVELOPMENT CO - PORATION (the "Issuer") , 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 October 8, 1985, (the "Meet- ing") , of the duly constituted officers and members of the Board, and the roll was called of the duly constituted members of the Board, to-wit: Name Office Dennis M. Frauenberger President Edward G. Grisham Vice President Milan Saunders Secretary Preston Bullard Treasurer Zolton Olah Assistant Secretary ll of such persons were present, except the following absentees: r d—AN15/Act.) r ( `431 2!)`r-o 40-} , thus constituting a quorum. Whereupon, among other business transacted at the Meeting, a written: RESOLUTION AUTHORIZING PEARLAND INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1985 (PEARLAND MINI-STORAGE PROJECT) ; A LOAN AGREEMENT; A TRUST INDENTURE; AND OTHER,DOCUMENTS AND 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 by the following votes: AYES:, NOES: 0 2. A true, full and correct copy of the Resolution adopted at the Meet- ing is attached to and follows this Certificate; the Resolution has been duly recorded in the Board's minutes of the Meeting; each of the officers and mem- bers of the Board was duly and sufficiently notified officially and person- ally, in advance, of the time, 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 Meeting was held and conducted in accor- dance with the Articles of Incorporation and Bylaws of the Issuer. 3. Said Meeting was open to the public as required by law; and that public notice of the date, hour, place and subject of 'sai. as gi en as required by the Texas Open Meetings Act, Article 6252-17, Vernon's - ,s Civil Statutes, as amended. SIGNED AND SEALED this eb day of Oct, _1 •8 01 1111117.41 � / 4de .41/ • • -2- RESOLUTION AUTHORIZING PEARLAND INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1985 (PEARLAND MINI-STORAGE PROJECT) ; A LOAN AGREEMENT; A TRUST INDENTURE; AND OTHER DOCUMENTS AND MATTERS IN CONNECTION THEREWITH WHEREAS, pursuant to the Development Corporation Act of 1979, Arti- cle 5190.6, Vernon's Texas Civil Statutes, as amended (the "Act"), tdhe Pearland Industrial Development Corporation (the "Issuer") , on behalf of Clty of Pearland, Texas (the "Unit"), is empowered to finance the cost of projects to promote industrial, manufacturing and commercial enterprises and to promoote and encourage employment and the public welfare by the issuance of obligations of the Issuer which projects will be inside the Unit's boundaries; and WHEREAS, Pearland Mini-Storage, a Texas joint venture (the "User") , Yeas requested the Issuer to finance the cost of acquiring, constructing, recon- structing, improving or expanding, as the case may be, a commercial proj act (the "Project") ; and WHEREAS, on May 20, 1985, the Issuer adopted a "Resolution Concerni g Issuance of Bonds to Finance a Project for Pearland Mini-Storage" (t e "Initial Resolution") ; and WHEREAS, in order to finance the Project, the Issuer proposes to issl e bonds styled "Pearland Industrial Development Corporation Industrial Develop- ment Revenue Bonds, Series 1985 (Pearland Mini-Storage Project)" (the "Bonds") , in the maximum aggregate principal amount of $1,000,000; and WHEREAS, Section 103(k) of the Internal Revenue Code of 1954, as amended (the "Code") , requires that the Bonds and the Project be approved by the applicable elected representative" (the "AER") after a public hearing fol- lowing reasonable public notice; and WHEREAS, with respect to the Bonds and the Project the AER is the City Council (the "Governing Body") of the Unit; and WHEREAS, by resolution (the "EBA Resolution") the Unit has designated certain eligible blighted areas ("EBAs") , within which certain commercial projects can be financed pursuant to the terms of the Act; and WHEREAS, the Project is located within the EBA and the User has repre- sented to the Unit and to the Issuer that (1) the User has no present inten- tion of disposing of or abandoning the Project, (2) the User has no present intention of directing the Project to a use other than the purposes repre- sented to the Unit and (3) the User will not, during the life of the Bond , direct the Project to a use not authorized within the EBA; and -3- ` 1 WHEREAS, notice of a public hearing to be held by the Issuer with respect to the Project and the Bonds was published no less than 14 days before such public hearing in a newspaper of general circulation available to residents within the Unit; and WHEREAS, the Issuer held such public hearing on the date and at the time and place set out in such published notice, and has conducted such hearing lin a manner that provided a reasonable opportunity for persons with differing views on the issuance of the Bonds and on the location and nature of the Project to be heard and will provide information with respect to such public hearing to the Governing Body of the Unit; and WHEREAS, the Governing Body of the Unit will consider the adoption of a written resolution specifically approving this resolution (the "Resolution") of the Issuer providing for the issuance of the Bonds and specifical y approving the Bonds and the Project as required by Section 103(k) of the Cod ; and WHEREAS, Section 103(n) of the Code requires that certain "private acti - ity bonds" (as defined in such Section) must come within the issuing autho .- ity's private activity bond limit for the applicable calendar year in order .o be treated as a tax-exempt obligation; and WHEREAS, the private activity bond limit for the State of Texas has ben 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 i s present intent to deliver an issue of such "private activity bonds" (the "Allocation Request") with the Texas Economic Development Commission (tide "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 tlo reserve for the Bonds a portion of the 1985 private activity bond limit f r the State of Texas (the "Allocation") ; and WHEREAS, Article 5190-9 requires that a certified copy of this Resolution be filed with the Commission within fifteen (15) days of the date on which thle Allocation Request is filed with the Commission (the "Reservation Date") ; and WHEREAS, the Allocation is made to the Unit, but the Unit will assign the Allocation to the Issuer; and WHEREAS, the Board of Directors (the "Board") of the Issuer has been pre- sented with and has examined proposed forms of a trust indenture, a loan agreement, a guarantee agreement, a memorandum of trust indenture and a letter of representation, and the Board finds that the form and substance of such documents are satisfactory and the recitals and findings contained therein are true, correct and complete and hereby adopts and incorporates by referencl- -4- • such recitals and findings as if set forth in full in this Resolution, and finds that it is in the best interest of the public and the Issuer and assists in carrying out the public purpose of the Issuer and the Act to authorize he execution and delivery of such documents; and WHEREAS, the Board has also been presented with and has examined he proposed form of an investment letter from the User to the Issuer and the Corm mission and a deed of trust, assignment of rents, security agreement and financing statement from the User to a mortgage trustee, for the benefit of the Issuer, and the Board finds the form and substance of such documents is satisfactory. THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE PEARLAND INDUSTRIAL DEVELOPMENT CORPORATION THAT: Section 1. The Board hereby finds, determines, recites and declares that a public hearing with respect to the Bonds and the Project was held; thlat notice of such public hearing was published no less than 14 days in a netiIs- paper of general circulation available to residents within the Unit; that such notice included the date, time and place of the public hearing, the location and general nature and the initial owner, operator or manager of the Project and the expected aggregate principal amount of the Bonds; and that all com- ments from interested persons were taken at such public hearing. The Board hereby directs that information with respect to the public hearing be provided to the Governing Body prior to its consideration of adoption of a resolution approving the Bonds and the Project for the purposes of Section 103(k) of the Code. Section 2. The Board hereby directs that the Allocation Request be filed with the Commission pursuant to Article 5190-9 and that the principal amouht of the Bonds authorized by this resolution be equal to at least 90?, of the principal amount of the Bonds set forth in the Allocation Request. Section 3. .Allied Bank of Texas, Houston, Texas is hereby appointed ;as Trustee under the Indenture thereby serving as registrar under the terms of the Indenture. Section 4. The President, any Vice President or the Secretary is hereby authorized to execute and deliver to the Trustee the written order of the Issuer of the authentication and delivery of the Bonds by the Trustee in accordance with the Indenture. Section 5. All action (not inconsistent with provisions of this Resolu- tion) heretofore taken by the Board and officers of the Issuer directed towak-d the financing of the Project and the issuance of the Bonds be taken and the same hereby is ratified, approved and confirmed. The President, any Vice President or the Secretary is hereby authorized to approve such changes to t e documents authorized by this Resolution as shall be deemed necessary or appr - priate and not contrary to the general tenor thereof. -5- Section 6. The officers of the Issuer shall take all action in confoF- mity with the Act 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, giving effect to, and consummating the tran-- actions contemplated by the Bonds, the Initial Resolution, and this Resolu- tion, including without limitation, the execution and delivery of any closing documents in connection with the issuance of the Bonds. Section 7. After any of the Bonds are issued, this Resolution shall e and remain irrepealable until the Bonds shall have been fully paid or pro- visions for payment made pursuant to the Indenture. Section 8. The Issuer hereby authorizes and directs the issuance of the Bonds in a maximum aggregate principal amount not to exceed $1,000,000, in ac- cordance with the terms and provisions of a trust indenture substantially 'n the form of the Trust Indenture, dated as of August 1, 1985 (the "Indenture") , between the Issuer and Allied Bank of Texas, as trustee (the "Trustee") , whi h was presented to the Board, the form, terms and provisions of such Indenture and the Bonds being hereby authorized and approved, and the President, any Vice President or the Secretary of the Issuer are hereby severally authorized and directed to execute and deliver such Indenture and the Bonds on behalf is the Issuer, and the Secretary or any Assistant Secretary of the Issuer hereby authorized to attest and affix the Issuer's seal thereto, with suLh changes therein as the officers executing the same may approve, such approv 1 to be conclusively evidenced by such execution thereof. Section 9. The loan of the proceeds of the sale of the Bonds by the I - suer to the User in order to provide financing of the costs of acquiring, constructing, reconstructing-, improving or expanding, as the case may be, of the Project shall be effected pursuant to the terms and provisions of a loan agreement substantially in the form of the Loan Agreement, dated as of August 1, 1985 `(the "Agreement") , between the Issuer and the User, which was presented to the Board, the form, terms and provisions of such Agreement being hereby authorized and approved, and the President, any Vice President or toe Secretary of the Issuer are hereby severally authorized and directed to exe- cute and deliver such Agreement on behalf of the Issuer and the Secretary br any Assistant Secretary of the Issuer is hereby authorized to attest and affix the Issuer's seal thereto, with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by such exe- cution thereof. Section 10. As a condition to the actions authorized by this Resolution, the User shall have executed a deed of trust, assignment of rents, security agreement and financing statement, substantially in the form of the Deed of Trust, Assignment of Rents, Security Agreement and Financing Statement, dated as of August 1, 1985 (the "Mortgage") , from the User to a mortgage trustee for the benefit of the Issuer, which was presented to the Board, the form, terms and provisions thereof being hereby authorized and approved. -6- cm, (all) Section 11. Pursuant to the Indenture, the Issuer has granted, sold, conveyed, transferred and assigned to the Trustee for the benefit of the hold- ers of the Bonds all right, title and interest of the Issuer in and to (i) that one (1) certain promissory note (the "Note") dated the Closing D to (as hereinafter defined) , in an original principal amount not exceedi g $1,000,000 executed by the User and payable to the order of the Issu r, (ii) the Mortgage and (iii) the Agreement (except the Issuer's rights under Sections 3.9 and 6.8 thereof) . A notice of the assignment of the Issuer's rights, as aforedescribed, under the Mortgage shall be effected pursuant to the terms and provisions of a memorandum of trust indenture substantially in the form of the Memorandum of Trust Indenture, dated as of August 1, 1985 (the "Memorandum") , executed by the Issuer and the Trustee, which was presented to the Board, the form, terms and provisions of such Memorandum being hereby authorized and approved, and the President or any Vice President of the Issuer are hereby severally authorized and directed to execute and deliver su ph Memorandum on behalf of the Issuer, and the Secretary or any Assistant Secretary is hereby authorized to attest and affix the Issuer's seal theret' with such changes therein as the officers executing the same may approve, su h approval to be conclusively evidenced by such execution thereof. Section 12. The guarantee of the payment of loan payments to be ma e pursuant to the Agreement shall be effected pursuant to the terms and pr - visions of a guarantee agreement, substantially in the form of the Guarantee Agreement, dated as of August 1, 1985 (the "Guarantee") , among Ronald Hausman, James Banfield and the Trustee, which was presented to the Board, the forfn; terms and provisions of such Guarantee being hereby authorized and approved, and the President or any Vice President of the Issuer are hereby severally authorized and directed to execute and deliver such Guarantee on behalf of tie Issuer, and the Secretary or any Assistant Secretary is hereby authorized attest and affix the Issuer's seal thereto, with such changes therein as tie officers executing .the same may approve, such approval to be conclusively evidenced by such execution thereof. Section 13. The sale of the Bonds by the Issuer to Allied Deer Park Ba0k (the "Purchaser") at the par value thereof on the date of authentication acid delivery of the Bonds (the "Closing Date") , is hereby authorized and approved. Section 14. The actions and obligations authorized by this Resolution shall be subject to and conditioned upon the receipt by the Issuer, at the Closing Date, of (i) a letter of representation, dated the Closing Date, from the User, duly authorized and executed by the User, substantially in the form of the Letter of Representation (the "Letter of Representation") , which was presented to the Board, the form, terms and provisions of such Letter of Rej- resentation being hereby authorized and approved and the President or any Vice President of the Issuer are hereby severally authorized to signify the Issuer's acceptance and confirmation of such Letter of Representation by exE- cuting the same on behalf of the Issuer in multiple counterparts; (ii) an in- vestment letter, dated the Closing Date, duly authorized and executed by the Purchaser, substantially in the form of the Investment Letter (the "Investmert -7- /Aft J Letter"), which was presented to the Board, the form, terms and provisions of such Investment Letter being hereby authorized and approved; (iii) a certifi- cate from a representative of the Commission, acting on behalf of the Commis- sion, evidencing final approval of the Agreement and evidencing the filing Q4f a certified copy of this resolution and certain other documents within 15 calendar days after the Reservation Date, in accordance with Section 6 of Article 5190-9; (iv) evidence, satisfactory to Bond Counsel, of AER approval of the Project and the Bonds and assignment of the Allocation by the Unit to the Issuer; and (v) such opinions, evidences, certificates, instruments or other documents as shall be requested by the Issuer's Counsel or by Boiid Counsel, to evidence due performance or satisfaction by the User at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by it. Section 15. The Issuer directs that a certified copy of this Resolution, together with copies of the Indenture and the Agreement which set forth tSe exact principal amount, interest rate(s) (or formula designed to set t e interest rate) , maturity schedule and purchaser(s) of the Bonds, be filed with the Commission within fifteen (15) days of the Reservation Date. The Issuor further directs that (i) the Bonds be issued and delivered no more than 45 calendar days after such filings required by Section 6 of Article 5190- , except as such time period may be extended pursuant to Section 7 of Article 5190-9, and (ii) a "Certificate of Delivery and Notice of Assignment" setting forth the delivery date and actual aggregate principal amount of the Bonds ad containing a certification of allocation assignment be filed with t1ie Commission within five calendar days of the Closing Date. Section 16. The officers of the Issuer (with the assistance of the User) shall prepare a final transcript of the proceedings relating to the authoriza- tion, issuance, sale and delivery of the Bonds, which transcript shall be sub- mitted to the Commission within sixty (60) days after the Closing Date. Section 17. The Board directs that an officer of the Issuer submit o the Secretary of the Treasury, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Bonds are issued, a statement containing the information required by Section 103(1) Of the Code. Section 18. Based solely upon representations made by the User to tFe Board, the Board hereby affirmatively finds that: (a) the Project will have the effect of creating and stabilizing employment within the Unit; (b) the Project is required or suitable for the promotion of com- mercial development and expansion or for use by commercial enterprises and is in furtherance of the public purposes of the Act; -8- L (c) the Project will contribute to the economic growth or stability of the Unit by: (i) increasing or stabilizing employment opportunity; (ii) significantly increasing or stabilizing the property t.x base; and (iii) promoting commerce within the Unit and the State of Texas. (d) The Project is located within the EBA; (e) The Project will contribute significantly to the fulfillment of the redevelopment objectives of the Unit for the EBA; and (f) The Project conforms to any and all limitations prescribed by the EBA resolution. Section 19. If any section, paragraph, clause or provision of the Res - lution shall be held to be invalid or unenforceable, the invalidity or unen- forceability of such section, paragraph, clause or 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 inte - est 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 lie the obligation of the Issuer to the fullest extent permitted by law. Section 20. This resolution shall take effect and be in full force and effect upon and after its passage. PASSED AND APPROVED this p day of October, 1985. 0985092 WP0521 -9-