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HomeMy WebLinkAbout1981-12-08-0900AM-Speciali COMMISSIONERS'COURT SPECIAL MEETING DECEMBER 8. 1981 A Special Meeting of the Commissioners' Court of Brazos County, Texas, was held in the Courtroom in the Courthouse in Bryan, Texas on Tuesday, December 8, 1981, at 9:00 A.M. with the following members of the Court present: R. J. Holmgreen, County Judge, presiding: Bill J. Cooley, Commissioner of Precinct 1; Walter Wilcox, Commissioner of Precinet 2; Billy E. Beard, Commissioner of Precinct 3; W. A. Stasny, Commissioner of Precinct 4; Frank Boriskie, County Clerk. The following citizens and officials were in attendance: Jeff Brown County Attorney Cathy Locke Asst. County Attorney Van Kinerd Auditor's Office W. D. Burley District Clerk Tom Sistrunk County Extension Agent Bobby H. Yeager Sheriff J. M. Beamer Sheriff's Office Buddy Winn Tax Office I Sheri L. Toumbs Treasurer's Office Bill Davie KAMU Jeannie Norton KAHN Bob Reeves Fogle Equipment William S. Thornton Attorney Bill J. Brewington E.C. Tool & Supply Inc. Forrest J. Seale E.C. Tool & Supply Inc. Edwin Dobbin Maintenance Paul Martin Attorney B. V. Elkins County Treasurer Arnold Dittfurth Auditor's Office 0. L. Pate Pct.2 VFD J. D. Bennett Pct.2 VFD Carol Snedeker Secy. Judge Holmgreen Roberta R. Palen TAMU - Political Science Class Mary Alice Pisani League of Women Voters Phyllis Dozier Brazos Center Tammy Pardi KAGC Tom Payne BCFA Jim Thompson KBTX-TV Kathi Beasley KBTX-TV Jody Bates Arts Council of Brazos Valley Greg Moses KTAM-KORA Debbie Graves Bryan-College Station Eagle Marlene Muse League of Women Voters Travis Bryan D.A. - The County Judge announced the first matter to come before the Court was the adoption of a Resolution approving the Resolu- tion of the Brazos County Industrial Corporation providing for - I the issuance of Brazos County Industrial Development Corpora- tion Industrial Development Revenue Bonds (E. C. Interests Projects - Series 1981), and turned the meeting over to Paul Martin, Bond Attorney for the Brazos County Industrial Devel- opement Corporation. Mr. Martin announced that prior applica- tion had been made to the Board fo= the issuance of Bonds in the amount of $2,500,000. to finance the cost of acquiring, constructing, reconstructing, improving or expanding an in- dustrial project and that action by the Commissioners Court was required before action of the Board of the Brazos County Industrial Development Corporation could be final. After the procedure was explained Commissioner Beard moved that the Re- solution be adopted. The motion was seconded by Commissioner Stasny and carried unanimously. A copy of such Resolution is attached to and made a part of these minutes. At 10:10 A.M. the County Judge announced the Public Hear- ing on the planned use of Revenue Sharing open and asked for any comments from the audience. Receiving none-he ask for comments from the Court whereupon Commissioner Wilcox request- ed that $100,000 of Revenue Sharing Funds be budgeted for Road and Bridge equipment. After discussion Commissioner Wilcox moved to transfer $100,000 out of the moving and demolition lire item to the Road and Bridge Fund,to be divided equally between the precincts to be used for capital improvements for the pre- cincts or to pay outstanding debts. The motion was seconded by Commissioner Stasny, with Commissioners' Wilcox, Stasny and Beard voting "Aye" whereupon the County Judge announced the motion carried. The County Judge asked for other comments, and receiv- ing none asked for a motion to approve the Revenue Sharing Budget as ammended. Motion was made by Commissioner Wilcox, seconded by Commissioner Beard and carried unanimously. At this time the County Judge announced the Public Hearing on the Revenue Sharing planned use closed. ! ~ V~~S~•l Y~iy.~L;11~"~vy4.l kNf~'i 1~.1. i!!~4 1 • Y i The County Judge announced the Public Hearing open on the Proposed Budget for 1982 and asked for comments from the audience. Shirley Plapp thanked the Court for their continued sup- port of the Retired Senior Volunteer Program. , l , The County Judge announced that a ten percent (10%) salary increase had been budgeted for all County employees and elected officials and requested the approval of the following amendments: Commissioners Court: $300.00 for repair of equipment. 272nd. District Court: decrease conferences and associations by $1,500 and increase furniture and fixtures by $1,500 making no change in the total budget. This request made by Judge Smith prior to public hearing. County Auditor: increase salaries for Assistant Auditors by $12,891.00; decrease salary for secretary by $9,203; increase County retirement by $735.00; increase social security taxes by $840.00; increase workmens compensation insurance by $110.00. This amendment due to Court Order from District Judges. County Attorney: add salary for Assistant County Attorney in amount of $10,000; increase County retirement by $700.00; in- crease social Security taxes by $670.00; increase workmens com- pensation by $30.00; increase unemployment insurance by $60.00. This amendment necessary due to action of Commissioners' Court after filing proposed budget. Constables: increase workmens compensation by $1,700.00. This amendment necessary due to action of Commissioners' Court after filing proposed budget. Sheriff's Dept: increase workmens compensation by $300.00. This amendment necessary due to action of Commissioners' Court after filing proposed budget. Juvenile Probation: decrease salary of Probation Officer by $2,230; increase salaries of Unit Supervisors by $1,040; decrease salaries of secretaries by $1,414; increase salaries of Probation i , s t 1 f N , i t~r~ ~ ~~L~,ea~• /1 j 71 ~J 1 Officers by $2,192; increase salary of Child Care Worker by $1,032. To correct clerical error. i Frank Boriskie, County Clerk requested that the salary por- tion of his budget be increased to allow him to employ two (2) additional deputies and that the amount budgeted for extra help be increased to $4,500.00. W. D. Burley, District Clerk noted that the budget for his Department is the same as the 1981 budget except for salaries. Travis Bryan III, District Attorney requested the salary portion of his budget be increased to allow him to employ one (1) additional secretary, $1,000 increase to furniture budget for secretarial furniture and $1,000 increase to law library budget. Carolyn Hensarling, Justice of Peace Precinct 4, Place 2 spoke for all working Justices of Peace stated that with the in- crease in cases and work load that all could use more help if i the Court saw fit when the Salary Committee finalized their study j and made their report to the Court. I.~ The County Judge announced that the County Auditor's salary budget would be amended according to Order of the District Court. B. V. Elkins, County Treasurer requested that the Confer- \ ences and Associations budget be increased by $250.00. Buddy Winn, Tax Assessor-Collector noted that the budget for his department was only $9,400 more than for' 1981. Jeff Brown, County Attorney requested that his printing and filming budget be increased to $1,500.00 and furniture and equip- ment be increased to $1,250.00. ~I i i [I i V Dr. Tom Payne, speaking on behalf of the Volunteer Fire De- F; partments requested that the amount budgeted for the Volunteer 'J lJ 4 r, n C 7--, a • F f~ 5.' r' . M f~ t:. .j I; f4 'qw Z• 1 v-z SY F FI " F f`l 1L1 I r Fire Departments be increased to $1,500 per vehicle for a total of 19 vehicles. Commissioner Cooley suggested that this be con- sidered the County's contribution to the various Volunteer Fire i Departments and to allow them to use the money as they saw fit. 1 Winfred Pittman, Constable for Precinct 7, requested that office supplies be increased by $120; conferences and training be increased by $880; addition of $2,500 for out of County travel. I , i I t . i Richard Fronterhouse, Constable for Precinct 4, requested the budget be amended to allow for the purchase of badges for the Constables; increase of $3,884.00 for purchase of 4 radios; increase monthly car allowance to $500 for each Constable; $180.00 per Officer for amunition and the return of the furniture that was on inventory for his office. Bobby Yeager, Sheriff requested his budget be increased to allow him to hire two additional Field Deputies. The Court was recessed at 12:30 to be reconvened at 1:30 to continue the public hearing. The Court reconvened at 1:30 with all members of the Court present and continued the public hearing of the proposed Budget for 1982. Commissioner Cooley requested that the budget for the Sani- tary Landfill be increased by $13,229.00 for a bottom line figure of $22,657.00. The budget for each Commissioner Precinct was discussed and ; recommended that they each be increased by $25,000 for equipment I i with monies to be received from the Revenue Sharing Fund. After hearing all requests and discussions it was the con- 1 sensus of the Court to act on the requests individually. i On motion by Commissioner Beard, seconded by Commissioner I r r Wilcox the Court voted unanimously to increase the Commissioners Court budget by $300.00 for repair of equipment. On motion by Commissioner Wilcox, seconded by Commissioner Stasny the Court voted unanimously to increase the County Clerk's budget $22,500 for salaries for 2 additional deputies, extra help and fringe benefits. On motion by Commissioner Cooley, seconded by Commissioner Wilcox the Court unanimously voted to approve the budgets for the Veterans' Service Officer, Civil Defense, Non Departmental, County Court-At-Law, 85th. District Court, and the District Clerk as proposed. On motion by Commissioner Cooley, seconded by Commissioner Beard the Court voted unanimously to increase the District Attor- ney's budget $9,918 for one additional secretary, $1,200 for fur- niture and equipment, $1,000 for law library and fringe benefits. On motion by Commissioner Cooley, seconded by Commissioner Stasny the Court voted unanimously to approve the budgets for Jus- tices' of the Peace and Court Administrator as proposed. On motion by Commissioner Beard, seconded by Commissioner Wilcox the Court voted unanimously to approve the line item chan- ges as requested for the 272nd. District Court. On motion by the County Judge seconded by Commissioner Stasny the budget for Elections was approved as requested. On motion by Commissioner Cooley, seconded by Commissioner Beard the Court unanimously voted to accept and approve the Dis - i trict Court Order for changes in the Auditors budget. On motion by the County Judge, seconded by, Commissioner Beard the Court unanimously voted to increase the Treasurers budget by 1 $250 for Conferences and Associations. 1 S i 1 i i a ~j 1 i i I I j t . 1~ t 4 • I t f1 ' I, S .Y i i; . t Y r, On motion by Commissioner Stasny, seconded by Commissioner Beard the Court unanimously voted to approve the Tax Collectors budget as proposed. On motion by Commissioner Cooley, seconded by Commissioner Beard the Court unanimously voted to increase the County Attorney's budget by $11,460 for salary and fringe benefits for Asst.County Attorney, $600 for printing and filming and $500 for furniture and equipment. , On motion by Commissioner Wilcox, seconded by Commissioner Beard the Court unanimously voted to approve the budget for Building and Yards as proposed. On motion by Commissioner Stasny, seconded by Commissioner Cooley, the Court unanimously voted to increase the budget for Fire Protection by $8,150 to allow support to the Volunteer Fire Departments in the amount of $1,500 per fire truck. On motion by Commissioner Cooley, seconded by Commissioner Wilcox the Court unanimously voted to increase the Constables budget by $1,700 for workmens compensation, $1,200 for car allow- ance, $1,000 for out of county travel, $3,204 for equipment, $880 for Conferences and associations and $540 for firearms readiness. On motion by Commissioner Beard, seconded by Commissioner Wilcox, the Court unanimously voted to increase the Sheriff's bud- get by $37,902 for Deputy salaries plus fringe benefits and prev- iously approved workmens compensation funds. On motion by Commissioner Cooley, seconded by Commissioner Beard the Court unanimously voted to approve the budget for Juv- enile Probation to reflect a decrease in salary of Chief Probation Officer by $2,230, increase in Unit Supervisors salaries by $1,040, decrease secretaries salaries by $1,414 increase Probation Officers salaries by $2,192 and increase Child Care Workers salary by $1,032. I - - f 7 VC 0. _ _ -L Commissioner Cooley moved to increase the total Sanitary Landfill budget by $13,229. The motion was seconded by Comm- issioner Beard with Commissioners Cooley, Beard and the County Judge voting "Aye". Commissioners Stasny and Wilcox voted "No" whereupon the County Judge announced the motion carried. On motion by Commissioner Cooley, seconded by Commissioner Beard the Court unanimously voted to approve the budgets for Health Dept., Welfare, Brazos Center, Library and Arts, Conser- vation and Agriculture, Adult Probation and Data Processing as proposed. The budgets for Capital Improvements Debt Service Fund, Cap- ital Projects and Improvements, were approved as proposed. Motion was made by Commissioner Beard to increase each pre- cinct budget by $25,000 and to increase car allowance to $350 each. After discussion, Commissioner Beard with drew his motion. On motion by Commissioner Beard, seconded by Commissioner Cooley the Court voted unanimously to increase each Precinct budget by $25,000 for equipment, increase the line item car allowance for Precincts 1,2 and 3 by $1,200 and decrease the equipment line item for Precincts 1,2 and 3 by $1,200. N, The Court next considered the Final Plat of B&J Air Pump,Inc. \ in Precinct 2. On motion by Commissioner Wilcox, seconded by~ Commissioner Beard the Court unanimously voted to approve the Plat as submitted. The Court, having previously received, and opened bids for a copying machine for the Brazos Center, proceeded to the award I, of the bid. On motion by Commissioner Wilcox, seconded by Comm- issioner Beard the Court unanimously voted to accept the low bid of A. B. Dick, Inc. for a Minolta Copier in the amount of $2,910.00 I and to authorize the payment of same. T" f V 1 i t~ 't~IH I i .nt I' i v4~.'S ~ I t 4 1 I 1 I The Court next received and considered the following bids: 1. Microfilming and binding of index to real prop- erty books prior to 1920, compile and bind curr- ent real property index books in the County Clerk's Office. The only bid received was from Southern Microfilm, Inc. in the amount of $350 per volume for 14 volumes or a total amount of $4,900. On motion by Commissioner Wilcox, seconded by Comm- issioner Beard the Court unanimously voted to accept the only bid received, to authorize pay- ment for the work and to amend the County Clerk's 1981 budget. 2. Motor grader for Precinct 1, as follows: Tom Fairey Hyco Equip. Mustang Fogle Equip- Company Inc. Tractor ment Co. Make or John Deere John Deere Champion Model 670A-672A 670a-672-a Cat 120G 710a . St f ;4y v-wn/ ui ),0// 00 ow ►v/h ri/ n Trade-in 13,000 , A1t.Bid: Make or John Deere John Deere Champion Model 770a-772-a 770a-772-a Cat 130G 775-a ,a J 1 ti \1 1 f 3,293 98,775 N/A N/A T r a a-i.n 13,000 17,000 19,800 3 , After discussion Commissioner Cooley moved to accept the bid of Mustan Tractor Co. for a 135 hp, Cat 130G in the amount of 53,912 after trade-in and that author- ization be given to borrow the necessary funds to pay for the equipment and to pay for the equipment at the time of delivery. Motion was seconded by Commissioner Beard and carried unanimously. The Court next considered claims submitted by the County Treasurer for payment as follows: County Shop - Claims 223 through 235 Precinct 1 - Claims 275 through 288 Precinct 2 - Claims 278 through 295 Precinct 3 - Claims 267 through 288 Precinct 4 - Claims 221 through 230 On motion by Commissioner Beard seconded by Commissioner Wilcox the Court unanimously voted to submit the claims as sub- mitted. There being no further business the Court adjourned. i LI .f ~ 1 The foregoing minutes have been examined and approved in open Court this the 8th day of March , 1982 in Bryan, Brazos Co--ntyS Texas. o mgree oo ey County Judge Commi ~ioner, Pre inct 1 r i Walter W cox ~ ei:~lil ear Precinct 3 Commissioner, Precinct 2 Comm ioner, ~eraOnBoriskie lyl'~ Commissioner, Preci ct 4 County Clerk 1 ,I 11 b IN i r RESOLUTION APPROVING THE RESOLUTION OF THE BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION PROVIDING FOR THE ISSUANCE OF BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE B014DS (E. C. INTERESTS PROJECT) SERIES 1981 WHEREAS, the Brazos County Industrial Development Corporation (the "Issuer") was created under the auspices of the Brazos County Commissioners Court (the "County"); and WHEREAS, it is deemed necessary and advisable that this Resolution be adopted; THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS THAT: Section 1. The Resolution Authorizing Brazos County Industrial Development Corporation Industrial Development Revenue Bonds (E. C. Interests Project) Series 1981; a Loan Agreement; an Indenture of Trust; a Bond Purchase Agreement; a Corporate Guarantee Agreement; a Personal Guarantee Agreement; Approval of a Placement Memorandum; Acceptance of an Indemnity Letter; and Other Matters in Connection Therewith, adopted by the Issuer on December 8, 1981, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes providing for the issuance of "Brazos County Industrial Development Corporation Industrial Development Revenue Bonds (E. C. Interests Project) Series 1981," in the original principal amount of $2,500,000, is hereby specifically approved. Section 2. The County Judge and the other officers of the County, are hereby authorized, jointly and severally, to execute and deliver such instruments, certificates, documents, or papers necessary and advisable to carry out the intent and purposes of this Resolution. f i RESOLUTION AUTHORIZING BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (E. C. INTERESTS PROJECT) SERIES 1981; A LOAN AGREEMENT; AN INDENTURE OF TRUST; A CORPORATE GUARANTEE AGREEMENT; A PERSONAL GUARANTEE AGREEMENT; A BOND PURCHASE AGREEMENT: APPROVAL OF A PLACEMENT MEMORANDUM; ACCEPTANCE OF AN INDEMNITY LETTER; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the Brazos County Industrial Development Corporation (the "Issuer"), on behalf of Brazos County, Texas (the "Unit"), is empowered to finance the cost of projects to promote' and develop commercial, industrial, and manufacturing enterprises to promote and encourage employment, the public health, and the public welfare by the issuance of obligations of the Issuer which projects will be inside the Unit's boundaries; WHEREAS, E. C. Interests, a Texas general partnership (the "User"), has requested the Issuer to finance the cost of acquiring, constructing, reconstructing, improving, or expanding, as the case may be, an industrial project (the "Project"); WHEREAS, on September 1, 1981, the Issuer adopted a "Resolution Concerning Issuance of Bonds to Finance a Project for E. C. Interests (the "Initial Resolution"); WHEREAS, in order to finance the Project, the Issuer proposes to issue bonds styled, "Brazos County Industrial: Development Corporation Industrial Development Revenue Bonds (E. C. Interests Project) Series 1981" (the "Bonds"); and WHEREAS, there have been presented to the Issuer proposed forms of each of the following: • 1. Loan Agreement, dated as of December 1, 1981 (the "Agreement"), between the Issuer and the User; 2. Indenture of Trust dated as of December 1, 1981 (the "Indenture"), between the Issuer and The First State Bank, Abilene, Texas (the "Trustee"); 3. Corporate Guarantee Agreement, dated as of December 1, 1981 (the "Corporate Guarantee Agreement"), among E. C. Rental Tool and Equipment Co., Inc., a Texas corporation (the "Corporate Guarantor"), the Trustee, and the Issuer; 4. Personal Guarantee Agreement, dated as of December 1, 1981 (the "Personal Guarantee Agreement"), by and among A. B. Bowen, Billy Joe Brewington, R. J. Schumacher, and W. E. Rector (the "Personal Guarantors"), the Issuer, and the Trustee; ~ !yj e,,t e' i i - a 5. A Bond Purchase Agreement, dated December 8, 1981 (the "Bond Purchase Agreement"), among the Issuer, the User, and The First State Bank, Abilene, Texas (the "Purchaser"); 6. Indemnity Letter, dated December 8, 1981, (the "Indemnity Letter") to the Issuer and the Purchaser from the User and the Corporate Guarantor and the Personal Guarantorss 7. A Private Placement Memorandum relating to the Bonds (the "Placement Memorandum"). THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION THAT: Section 1. Based solely upon the representations made to the Board of Directors (the "Board") and to the Texas Industrial Commission by the User, it appears and the Board hereby finds that: A. The Project is required or suitable for the promotion of commercial or industrial development and expansion, the promotion of, employment, or for use by commercial, manufacturing, or industrial enterprises, irrespective of whether in existence or required to be acquired or constructed after the making of these findings by the Board; and B. Additionally: (i) the Project will have an impact on the employment within the Unit in that jobs will be saved and new jobs will be created thereby stabilizing and increasing employment opportunity. (ii) The Project sought to be financed pursuant to the Agreement is in furtherance of the public purpose of the Development Corporation Act of 1979 (Article 5190.6, Vernon's Texas Civil Statutes, as amended), including the promotion and development of new and expanded industrial enterprises to promote and encourage employment and the public welfare. Section 2. The Board hereby approves the Agreement in substantially the form and substance presented to the Board and the President or Vice President is hereby authorized and directed, for and on behalf of the Issuer, to date, sign, and otherwise execute the Agreement, and the Secretary/Treasurer of the Board is - 2 - i l l ~ ~ ~ ~ . _ _5`x`3. Ct ~ ' authorized and directed for and on behalf of the Issuer to attest the Agreement, and such officers are hereby authorized to deliver the Agreement. Upon execution by the parties thereto and delivery thereof, the Agreement shall be binding upon the Issuer in accordance with the terms and provisions thereof. Section 3. The Bonds in the aggregate principal amount of $2,500,000 are authorized to be issued for the purpose of paying the cost of acquiring, constructing, reconstructing, improving, or expanding, as the case may be, the Project. The Board hereby approves the Indenture in substantially the form and substance presented to the Board and the President or Vice President of the Board is authorized and directed for and on behalf of the Issuer to date, sign, and otherwise execute the Indenture and the Secretary/Treasurer of the Board is hereby authorized to attest the Indenture and such officers are hereby authorized to deliver the Indenture. The details of the Bonds shall be as set forth in the Indenture. Section 4. The Board hereby approves the Corporate Guarantee Agreement and the Personal Guarantee Agreement, respectively, in substantially the form and substance presented to the Board and the President or the Vice President of the Board is authorized and directed, for and on behalf of the Issuer, to date, sign, or otherwise execute the Corporate Guarantee Agreement and the Personal Guarantee Agreement, respectively, and the Secretary/Treasurer of the Board is hereby authorized to attest the Corporate Guarantee Agreement and the Personal Guarantee Agreement, respectively, on behalf of the Issuer, and such officers are hereby authorized to deliver the Corporate Guarantee Agreement and the Personal Guarantee Agreement, respectively. Section 5. The Board hereby approves the Bond Purchase Agreement among the Issuer, the Purchaser, and the User, in substantially the form and substance presented to the Board and the President or the Vice President of the Board is authorized and directed for and on behalf of the Board, to date, sign, or otherwise execute the Bond Purchase Agreement and the Secretary/ Treasurer of the Board is hereby authorized to attest the Bond Purchase Agreement on behalf of the Issuer and such officers are hereby authorized to deliver the Bond Purchase Agreement. Section 6. The Board hereby accepts the Indemnity Letter from the User and the Corporate Guarantor and the Personal Guarantors, in substantially the form and substance presented to the Board and the President or the Vice President of the Board is authorized and directed for and on behalf of the Board to date, sign, or otherwise execute the Indemnity Letter on behalf of the Issuer and such officers are hereby authorized to deliver the Indemnity Letter. 3 it 1 i E I f l~ Ir A, 4 - a I I ~e ~f I~ v; c I Section 7. The Placement Memorandum proposed to be delivered in connection with the sale of the Bonds • in substantially the form and substance presented to the Board is hereby approved. Section 8. The President hereby each authorized and directed their facsimile signatures placed hereby authorized and directed to d of the Issuer is hereby authorized placed in facsimile on the Bonds. and, Secretary/Treasurer are to execute the Bonds, or have upon the Bonds, and each is eliver the Bonds, and the seal and directed to be affixed or Section 9. The First State Bank, Abilene, Texas, is hereby appointed as Trustee under the Indenture thereby serving as Registrar and Paying Agent under the terms of the Indenture. Section 10. The President, the Vice President, or the Secretary/Treasurer of the Board 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 11. All action (not inconsistent with provisions of this Resolution) heretofore taken by the Board and officers of the Issuer directed toward the financing of the Project and the issuance of the Bonds be and the same hereby is ratified, approved, and confirmed. Section 12. The officers of the Issuer shall take all action in conformity with the Act, if necessary, or reasonably 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 transactions contemplated by the Bonds, the Initial Resolution, this Resolution, the Agreement, the Indenture, the Corporate Guarantee Agreement, the Personal Gurantee Agreement, the Bond Purchase Agreement, the Indemnity Letter, and Placement Memorandum, including without limitation, the execution and delivery of any closing documents in connection with the issuance of the Bonds. Section 13. After any of the Bonds are issued, this Resolution shall be and remain irrepealable until the Bonds or interest thereon shall have been fully paid or provisions for payment made pursuant to the Indenture. Section 14. If any section, paragraph, clause, or provisions of the Resolution shall be held to be invalid or enforceable the invalidity or unenforceability of such section, i 1 t , - - 4 - 4 R - r v w,; r- _ Fed /~b.r 1,t I1 11 11 ~ y , I ' I y I 1 i ~ .r I Y { v t{ • •1 'V paragraph, clause, provision shall not affect any of the remaining I provisions of this Resolution. In case any obligation of the Issuer authorized or established by this Resolution or the Bonds or interest 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 be the obligation of the Issuer r to the fullest extent permitted by law. 1{ , I ~ I ' r ~ I I • ~ I 1 r I . J e,. I -i t. 5 1 ; 1 ..1 -