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R82-34 10-11-82 RESOLUTION NO. R82-34 A RESOLUTION OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING AND APPROVING THE CREATION OF A NONPROFIT INDUSTRIAL DEVELOPMENT CORPORATION TO ACT ON BEHALF OF THE CITY OF PEARLAND, TEXAS. WHEREAS, an application in writing requesting the authorization and approval of the creation of a nonprofit development corporation to act on behalf of the City of Pearland, Texas, under the provisions of the "Development Corporation Act of 1979", Article 5190.6, Vernon's Texas Civil Statutes, as amended, (the "Corporation Act"), has been filed with the governing body of the City of Pearland, Texas, (being its City Council) (the "Governing Body"), by at least three natural persons, each of whom is at least 18 years of age, and each of whom is a qualified elector of the City of Pearland, Texas; and WHEREAS, the Corporation Act authorizes cities, counties, and conservation and reclamation districts to util- ize an industrial development corporation to issue obliga- tions and bonds on behalf of the sponsoring city, county, or conservation and reclamation district to finance projects described in the Corporation Act; and WHEREAS, the Governing Body has reviewed and approved the above described application and the Articles of Incorpora- tion and ByLaws and has determined to authorize and approve the creation of the corporation, a not-for-profit entity, as its constituted authority and instrumentality to accom- plish the specific public purpose of the promotion and de- velopment of industrial and manufacturing enterprises to promote and encourage employment and the public welfare and to finance projects as defined in the Act. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, THAT: Section 1. The Governing Body has found and deter- mined, and hereby finds and determines, that said application is in proper form and substance and that it has been signed by at least three natural persons, each of whom is at least 18 years of age, and each of whom is a qualified elector of the City of Pearland, Texas. Section 2. The Governing Body has found and deter- mined, and hereby finds and determines, that it is advisable that a nonprofit industrial development corporation be author- ized and created, with such development corporation to be known as the "Pearland Industrial Development Corporation" (the "Corporation"). Section 3. The Governing Body hereby approves the Articles of Incorporation and the Bylaws proposed to be used in organizing the Corporation (copies of which are attached to this Resolution and made a part hereof for all purposes); and hereby grants authority for and approves the incorpora- tion of the Corporation; and hereby appoints PRESTON BULLARD , DENNIS M. FRAUENBERGER , ~OLTON OLAH , MILAN SAUNDERS , and OTTO SCHROEDER the inital directors of the Corporation, each of whom shall serve for a term established in the Articles of Incorporation or until his or her successor is appointed by the Governing Body. Section 4. The public purposes of the City of Pearland, Texas (the "City"), which the Corporation may further on behalf of the City are the promotion and development of commercial, industrial and manufacturing enterprises to pro- mote and encourage employment and the public welfare and to finance projects as defined in the Act. Section 5. The Corporation is hereby designated as the duly constituted authority and instrumentality of the City (within the meaning of those terms in the regulations of -2- th~ Treasury and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Section 103 of the Internal Revenue Code of 1954, as amended) and shall be authorized to act on behalf of the City for the specific public purpose of the promotion and development of commercial, industrial and manufacturing enterprises to promote and en- courage employment and the public welfare and to finance projects as defined in the Act; but the Corporation is not intended to be and shall not be a political subdivision or a political corporation within the meaning of the Constitution and the laws of the State of Texas (the "State"), including without limitation Article III, Section 52 of the State Constitution, and the City does not delegate to the Corpora- tion any of its attributes of sovereignty, including the power to tax, the power of eminent domain, or the police power. Section 6. The Corporation may, under the conditions set forth in this Resolution, issue obligations on behalf of the City, acquire, lease, sell, or convey certain properties and make loans for the promotion and development of industrial and manufacturing enterprises to promote and encourage employ- ment and the public welfare and to finance projects as de- fined in the Act. The City shall not lend its credit or grant any public money or thing of value in aid of the Cor- poration. Furthermore, obligations issued by the Corporation with the approval of the City shall be deemed not to constitute a debt of the State, the City, or of any other political corporation, subdivision or agency of the State or a pledge of the faith and credit of any of them, but such obligations shall be payable solely from the funds herein provided. The Corporation shall not be authorized to incur financial obli- gations which cannot be paid from proceeds of the obligations or from revenues realized from the lease or sale of a project -3- or realized from a loan made by the Corporation to finance or refinance in whole or in part a project as defined in the Corporation Act. Section 7. Upon dissolution of the Corporation, the City shall accept title to or other interest in any real or personal property owned by the Corporation at such time. Section 8. This Resolution is adopted for the pur- pose of satisfying the conditions and requirements of the Corporation Act and of Section 103 of the Internal Revenue Code of 1954, as amended, and the regulations prescribed thereunder form time to time and for the benefit of the Corporation, the City, the owners or holders from time to time of the obligations of the Corporation, and all other interested persons. Section 9. The Governing Body has considered evi- dence of the posting of notice of this meeting and officially finds, determines, recites, and declares that a sufficient written notice of the date, hour, and place of this meeting and of the subject of this Resolution was posted on a bulletin board located at a place convenient to the public in the City Hall of the City for at least 72 hours preceding the scheduled time of such meeting; and that such place of posting was readily accessible to the general public at all times from such time of posting until the scheduled time of such meeting; and that such meeting was open to the public as required by law at all times during which the Resolution and the subject matter thereof was discussed, considered, and formally acted upon, all as required by the Open Meetings Law, Article 6252- 17, Vernon's Texas Civil Statutes, as amended. The governing body further ratifies, approves, and confirms such written notice and the contents and posting thereof. -4- PASSED AND APPROVED on this, the // day of October, 1982. -5- (mi) CERTIFICATE FOR RESOLUTION AUTHORIZING AND APPROVING THE CREATION OF A NONPROFIT INDUSTRIAL DEVELOPMENT CORPORATION TO ACT ON BEHALF OF THE CITY OF PEARLAND, TEXAS We, the undersigned officials of the City Council of the City of Pearland , Texas , (the "City") , hereby certify as follows : 1 . The City Council (the "Council") of the City convened in regular session at the City Hall , 2335 N. Texas Avenue, Pearland, Texas , on October 11, 1982, (the "Meeting") , at the designated meeting place, and the roll was called of the duly constituted members of the Board , to-wit : Thomas J. Reid, Mayor Terry Gray, Councilman/Mayor Pro Tem Charles Mack, Councilman Al E. Lentz , Councilman James E. Bost, Councilman Dennis Frauenberger, Councilman All of such persons were present, thus constituting a quorum. Whereupon a written: RESOLUTION AUTHORIZING AND APPROVING THE CREATION OF A NONPROFIT INDUSTRIAL DEVELOPMENT CORPORATION TO ACT ON BEHALF OF THE CITY OF PEARLAND, TEXAS (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. . . . . . . . 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 Council ; each of such members was duly and sufficiently notified officially and personally, in ad- r ' vance, 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 Article 6252-17 , Vernon' s Texas Civil Statutes , as amended. SIGNED AND SEALED this 11 day of October 1982. THE CITY 0 PEARLAND, XAS ATTEST:. y T omas J. Rei , ayor Ci Secre y -2-