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HomeMy WebLinkAbout1983-11-15-1015AM-Regulary~ i COMMISSIONERS' COURT i REGULAR MEETING NOVEMBER 15, 1983 i 1 ~i A regular meeting of the Commissioners' Court of Brazos County, Texas, was held in the Lecture Rehearsal Room of the Brazos Center, 3232 Briarcrest Drive, Bryan, Brazos,County, Texas, beginnning at 10 15 A.M. on Tuesday, November 15, 1983,1 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 Precinct 2, Billy E. Beard, Commissioner of Precinct 3, Milton Turner, Commissioner of Precinct 4. The first matter to come before the Court was the adop- tion of a RESOLUTION approving a "RESOLUTION OF THE BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION AGREEING TO ISSUE BONDS AND APPROVE A PROJECT TO BE FUNDED WITH INDUSTRIAL RE- VENUE BONDS FOR CLAUSEN INVESTMENTS, INC. On motion by Com- missioner Cooley, seconded by Commissioner Beard the Court voted unanimously to adopt the RESOLUTION and approve the project. A copy of such RESOLUTION is attached to as, "at- tachment I." The next matter to come before the Court was the approval of the AMENDED BY-LAWS of the BRAZOS COUNTY INDUSTRIAL DEV- ELOPMENT CORPORATION. On motion by Commissioner Cooley,,sec- onded by Commissioner Wilcox, the Court voted unanimously to adopt the Amended By-Laws; a copy of which is attached as, "attachment II." The Court proceeded to consider a RESOLUTION approving a RESOLUTION OF THE BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORP- ORATION APPROVING DOCUMENTS FOR THE ISSUANCE OF BONDS FOR CLAUSEN INVESTMENTS, INC. On motion by Commissioner Beard, seconded by Commissioner Cooley the Court voted unanimously to adopt the RESOLUTION as presented. A copy of such RESOLU- TION is attached to as "attachment III." .V®AGE,O l % ii I I THE FOLLOWING DOCUMENT IS THE BEST IMAGE POSSIBLE DUE TO THE POOR QUALITY OF ORIGINAL .sT c ~ I ~ I 1 II 1 I I I There being no further business the meeting was recessed until Thursday, at 10 00 A M at which time the Court would consider bids for roller shelving for the County Cl rk's Office NOVEMBER 17, 1983 The Court reconvened at 10 00 A M in the 85th District Courtroom of the Brazos County Courthouse with the following persons present R J Holmgreen, County Judge, presiding Walter Wilcox, Commissioner of Precinct 2, Billy E Beard, Commissioner of Precinct 3, Milton Turner, Commissioner of Precinct 4, Frank Boriskie, County Clerk Other persons present were Arnold Dittfurth Auditor's Office Maria Sandberg Auditor's Office Van Kinerd County Auditor Jesse Montalongo NOSCO Ruth McLeod, Admin Asst Commissioners Court I The Court proceeded to consider the following bids re- ceived for roller shelving for the County Clerk's Office 1 Walraven Brothers $76,827 83 ~2 Stafford Lowden 68,860 08 3 NOSCO 56,776 00 After much discussion the meeting was recessed until Friday, November 18, 1983 at 9 00 A M to allow further time to analyze the bids NOVEMBER 18, 1983 The Court reconvened at 9 10 A M in the 85th District Courtroom, Brazos County Courthouse with the following persons present R J Holmgreen, County Judge, presiding Bill J Cooley, Commissioner of Precinct 1, Walter Wilcox, Commissioner of Precinct 2, iBilly E Beard, Commissioner of Precinct 3, ,Milton Turner, Commissioner of Precinct 4, Frank Boriskie, County Clerk I Other persons present were Ruth McLeod, Admin Asst Commissioners Court Van Kinerd County Auditor Arnold Dittfurth Auditor's Office Jesse Montalongo NOSCO V f I I ' I I V 1' { I ~y I I l The County Judge announced that he felt all bids should be rejected and ask if the bid form could be changed to allow the Court to accept an amount which varies by 15% and that the bid form so state that numbers requested are approximate amounts After discussion, Commissioner Cooley moved to re- ject all bids received and re-bid with different specifica- tions The motion was seconded by Commissioner Turner and carried unanimously There being no further business the Court adjourned I I a t i a 'I I ; II I' I I I I I I I I f I i Y FfF`~ II ~ 1 'u` E - l f i w T i i J I~ i r L - -r , The foregoing minutes have been examined and approved in open Court this the day of , 19 in Bryan, Brazos County, Texas I ' I I~ i X5 e-,- o mgreen Bill J o ey Counjfy Judge Commis ner, Pre nct 1 Walter Wilcox / Commissioner, Precinct 2 Mi on urner Commissioner, Precinct 4 Billy ear Commiss ner, Precinct 3 Frank Bor s ie County Clerk i i I I r I ~ q t 1 V O L,Q.PAG Eqq 3. 4~ s S ~ t 1 r 1 j r ' RESOLUTION NO. Y', I A RESOLUTION of the governing body of Brazos County, Texas, approving a Resolution with Respect r to the Issuance of Bonds passed by the Brazos County Industrial Development Corporation; and approving a project under the Development Corporation Act of 1979, as amended, and the rules or regulations adopted by the Texas Economic Development Commission and Section 103 of the Internal Revenue Code of 1954, as amended; and making findings in connection therewith. i WHEREAS, the Commissioners' Court of Brazos County, Texas, acting for and on behalf of Brazos County, Texas, (the "Unit") has heretofore approved the creation of a public non-profit corporation under the provisions of the Development Corporation Act of 1979, as amended, (the "Act") under the name of Brazos County Industrial Development Corporation, (the "Corporation") which has filed its Articles of Incorporation with the Secretary of State of the State of Texas, and has fully organized; and WHEREAS, the Corporation is authorized by the Act to issue bonds on behalf of the Unit for the purpose of paying all or part of the costa of a "project" as defined in the Act, and to lease or sell the project or to loan the proceeds of the bonds to finance all or part of the costs of a project; and 7 WHEREAS, the definition of "project" in the Act includes the land, buildings, equipment, facilities, and improvements (one or more) found by the Board of Directors of the Corporation to be required or suitable for the promotion of economic development and expansion and in furtherance~of the public purposes of the Act, all as defined in the rules of th Texas Economic Development Commission (the "Commission"), irrespective of whether in existence or required to be acquired or constructed hereafter; I WHEREAS the Corporation has advised the Unit that Clausen Investments, Inc., a corporation organized and existing under the laws of the State of Texas, whose principal place of business is 1000 Industrial Park, Holstein, Iowa, in considering the acquisition of real estate and the construction of a building to be used for manufacturing and industrial purposes and the purchase of other related equipment, furniture, and facilities (the "Project") described in detail in Exhibit "A" attached hereto and incorporated herein; and f WHEREAS, the Board of Directors (the "Board") of Brazos County Industrial Development Corporation, has, by a Resolution Concerning Issu~nce ofl Bonds to Finance a project for Clausen Investments, Inc., adopted April 25, 1983, substantially in the form attached hereto as Exhibit "A" (the "Resolution"), agreed and declared its intent to issue its limited obligation revenue bonds pursuant to the terms of the ~ Ctl Commissioners Court Minutes - November 15, 1983 ATTACHMENT I ' {I I ~ it .V iD AGE 44 Y Aw I rk !I 4 ~a t V I ~I 11 i I i I J i I S - I I r Development Corporation Act of 1979, Article 5190 6, Vernon's Texas Civil Statutes, as amended (the "Act") and such other statutes as may I provide authority therefor, to finance the costs of the project and in the amount set forth in the Resolution for the benefit of Clausen Investments, Inc , and WHEREAS, the Commissioners' Court of Brazos County, Texas (the "Unit"), finds and declares that the action of the Board approving the I Resolution should be approved and is in the best interests of the inhabitants of the Unit for the reasons therein set forth, WHEREAS, the Resolution was adopted by the Board on April 25, 1983. with respect to the issuance of bonds to finance the Project proposed by Clausen Investments, Inc on land described in Exhibit "B" attached to and incorporated in this Resolution, and I WHEREAS, this governing body has been requested to review and approve the Project and the rules and regulations of the Commission and Section 103 of the Internal Revenue Code of 1954, as amended, permit the Unit to approve the Project after publishing and posting notice at least 14 days prior to the date set for public hearing and holding a public hearing, and WHEREAS, the notice of public hearing of the consideration of approval of the Project was posted at the Brazos County Courthouse in the City of Bryan. Texas on Oct ) 7, /983 . and WHEREAS. notice of public hearing of the consideration of approval of the Project was published in a newspaper of general circulation in the City, the 8,r.. Co St fie o . on toy l _ I /9g3 and /110. S . /983 . the first of said dates being more than 14 days prior to the public hearing to consider approval of the Project, and WHEREAS, a copy of the notice as posted indicating the date and time of posting and signed by the County Clerk of Brazos County. Texas, and a copy of the notice as published together with the publisher's affidavit certifying to the date of publication are attached to this Resolution as Exhibit "C" and incorporated herein, and WHEREAS, the notice of public hearing included a description of the Project and the date, time, and location of the public hearing concerning the approval of the Project, and WHEREAS, a public hearing was held at the date, time, and location specified in such notice, pursuant to the Rules and Regulations of the Commission and Section 103 of the Internal Revenue Code of 1954, as amended, for the purpose of determining whether this governing body should approve the Project, and WHEREAS, this governing board has reviewed the Project proposed by Clausen Investments, Inc and considered the same to determine whether said Project I I I I i I I I I t I ~ I I I I I I I ~ I I I ~ I t I 1 r } i t I I A I _I I i f II voLSLP AG~ 4 T i ~Y J A i Is consistent with the County's objectives for industrial and commercial development, B The Project conforms with the limitations, if anyo provided in " said Resolution, C The Project will contribute significantly to the fulfillment of the overall redevelopment objectives of the County, D The Project conforms to the Project Approval Standards specified in the Rules and Regulations adopted by the Texas Economic Development Commission and Section 103 of the Internal Revenue Code of 1954, as amended, E The Project will increase and stabilize employment opportunities, significantly increasing or; stabilizing the property tax base and promoting commerce within the Stato of Texas, and F The Project is in furtherance of the public purposes of the Act, and WHEREAS, this governing body has concluded that it is to the best interest of the County and its inhabitants to approve the Project proposed by Clausen Investments, Inc and therefore desires to adopt this Resolution in compliance with the requirements of the Acto and rules and regulations of the Commission and Section 103 of 9the Internal Revenue Code of 1954, as amended. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS' COURT OF BRAZOS COUNTY, TEXAS, THAT SECTION 1 The public hearing on the question of whether the Project described in Exhibit "A" attached hereto proposed by Clausen Investments, Inc to be constructed on the land described on Exhibit "B" attached hereto should be approved, is hereby closed, that persons who appeared at such hearing to offer testimony or evidence with respect to such question were given an opportunity to be heard and were heard, that based upon the evidence before this governing body, both in the form of testimony and documentary, this governing body makes the findings and determinations set forth in the following Sections of this Resolution SECTION 2 The Resolution. attached hereto as Exhibit "A" and incorporated herein as adopted by the Board, agreeing and declaring an intent to issue limited obligations revenue bonds for the purposes and in the amount set forth in the Resolution is hereby approved SECTION 3 The Project proposed by Clausen Investments. Inc consists of the acquisition of real estate and the construction of a manufacturing facility and the acquisition, and installation of necessary facilities and equipment, fully described in Exhibit "A7 attached hereto, at Bryan. Brazos County. Texas, on land being fully described in Exhibit "B" attached hereto and incorporated in and made part of this Resolution ' ill y0L_4-PArE' J 1 i ~I A r ~ i I ~ , I SECTION 4 The Project is located in the corporate limits of the City of Bryan, Brazos County, Texas I ! r SECTION 5 The proposed project is a "Project" within the meaning S of the Development Corporation Act, as amended, and is a project that 4 will contribute significantly to increase sand stabilize employment ' within the Unit, and develop or redevelop an economically depressed area of Brazos County SECTION 6. The Applicant for said Project, Clausen Investments, Inc has demonstrated to the satisfaction of this governing body, and ( I this governing body finds that A Said Project is consistent with the County's objectives for i development of industry and commerce, I B The Project will contribute significantly to the fulfillment I of the overall redevelopment objectives of the County, ' C The Project conforms to the Project Approval Standards of the Rules and Regulations of the Texas Economic Development Commission and Section 103 of the Internal Revenue Code of 1954, as amended, D The Project will increase and stabilize employment opportunities and will significantly increase or stabilize the i property tax base and promote commerce within the County and the State, and i E The Project is in furtherance of the public purposes of the Act SECTION 7 The Project proposed by Clausen Investments,' Inc should be and is approved by this governing body SECTION 8 The County Clerk is hereby directed to provide a certified copy of this Resolution, including all exhibits, to the Executive Director of the Commission. SECTION 9 This Resolution is adopted for the purpose ofl satisfying the conditions and requirements of the Act, the Rules and Regulations of the Commission, and Section 103 of the Internal Revenue, Code of 1954, as amended, and the regulation promulgated thereunder and for the benefit of the corporation, the Unit, the County, the Commission, Clausen Investments, Inc , the residents of the County, and all other interested persons SECTION 10 The governing board has considered evidence of the giving of notice of this meeting and officially finds, determines, recites and declares that A A sufficient written notice of the date, hour, and place of this meeting and of the subject of this Resolution was posted at the bulletin board at a place convenient to the public in t , , I i ~ I Vo L Q-PAGE..' . , , I LYr r~4 „ I P . ~ . the Brazos County Courthouse in the City of Bryan for at least 72 hours preceding the scheduled time of such meeting; such place of posting being readily accessible to the general public at all times from such time of posting until the scheduled time of such meeting; B. A sufficient written notice of the date, hour, and place of their meeting and of the subject of this Resolution was published in a newspaper of general circulation within the limits of Brazos County on two consecutive weeks with the first publishing being at least 14 days preceding the scheduled time of such meeting; and C. Such meeting was open to the public as required by law at all times during which this Resolution and the subject matter thereof were discussed, considered, and formally acted upon, all as required by the Open Meetings Law, Article 6252-17, Vernon's Annotated Texas Civil Statutes, as amended. 4 PASSED AND APPROVED this day of Wave-onlec , 1983. i i -COUNT-f JUDGE, BRAZO COUNTY, TEXAS I ' ATTEST: , I. COUNTY CLERK, B OS 4COY, i TEXAS i (SEAL) f 4f - I , r 1 I i 1 ' r i I I I~ f r I ' y l r ' , 5 ur - ~i CERTIFICATE FOR !i RESOLUTION CONCERNING ISSUANCE OF BONDS TO FINANCE A PROJECT FOR CLAUSEN INVESTMENTS, INC. The undersigned Secretary of the Board of Directors (the "Board") of Brazos County Industrial Development Corporation (the "Issuer"), hereby certifies as follows 1. In accordance with the Bylaws of the Issuer the Board E held a meeting on April 25, 1983, (the "Meeting") of the duly constituted officers and members of the Board, to wit R J HOLMGREEN President BILL J COOLEY Vice President i BILLY E BEARD Secretary Director Director ~I Director i Director o , Director I and all of said persons participated in the Meeting except the following BILL J COOLEY thus constituting a quorum. Whereupon, among other us mess i transacted at the Meeting, a written RESOLUTION CONCERNING ISSUANCE OF BONDS TO FINANCE A PROJECT FOR CLAUSEN INVESTMENTS, INC. (the "Resolution") was duly introduced for the consideration of the Board and read in full. BILLY E BEARD moved and R J HOLMGREEN seconded that the Resolution a adopted; and, after due iscussion, said motion, carrying with it the Iadoption of the Resolution, prevailed and carried by the i following votes IFor° 2 Against 0 Abstained I T~ I 2. A true, full, and correct copy of the Resolution adopted at the Meeting 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 members of the Board was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the Meeting in accordance with the Bylaws, and that the Resolution would be introduced and 1 considered for adoption at the Meeting, and the meeting was held i I f I I I ~ I I I I I I 4 i vOLDPAGE , t t i i. and conductea in accordance with the Articles of Incorporatbon and Bylaws of the Corporation. i I SIGNED AND SEALED this April 25, 1983 I r Secretary (Seal) I r I I i h ' I r r ' q r I V®L,. AGE 50, f P I 1 I ~I II MI t l 1 I~ ~I t I i I 11 I I~ I t ~I r 1 I ' I I a RESOLUTION CONCERNING ISSUANCE OF BONDS ' TO FINANCE A PROJECT FOR CLAUSEN INVESTMENTS, INC. I • l WHEREAS, the Commissioners Court of Brazos County, Texas (the "Unit") has, pursuant to the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, as amended (the "Act"), approved and created Brazos County Industrial Development Corporation, a nonprofit corporation (the "Issuer"); WHEREAS, the Issuer, on behalf of the Unit is empowered to finance the cost of projects to promote and develop industrial and manufacturing enterprises to promote and encouragelemployment and the public welfare by the issuance of obligations of the Issuer, which projects will be within or partially within the Unit's boundaries WHEREAS, Clausen Investments, Inc., (the "User") has requested that the Issuer finance a project described in Exhibit A attached hereto (the "Project") within the boundaries of the Unit and further that the Issuer adopt this Resolution with respect to the acquisition of the Project, ' I WHEREAS, the User has advised the Issuer that a contributing factor which would further induce the User to proceed with providing for the acquisition of the Project would be a commitment and agreement by the Issuer to issue industrial development revenue bonds pursuant to the Act (the "Bonds") to finance and pal for the Project; 1 I WHEREAS, in view of the necessity of compliance with administrative regulations, it is considered essential that acquisition of the Project be completed at the earliest practicable date, but, at the same time, the User wishes to~ commence with the acquisition of the Project after satisfactory assurances from the Issuer that the process of the sale of the Bonds, or other obligations, of the Issuer in an amount necessary to pay the costs of the Project, will be made available to finance the Project, s f 1 WHEREAS, the Issuer finds, intends, and declares that this Resolution shall constitute its official binding commitment, 1 subject to the terms hereof, to issue Bonds, or other obligations, pursuant to the Act in an amount prescribed by the User now contemplated to be $1,000,000 (but not to exceed $10,000,000 in any event) and to expend the proceeds thereof to acquire the Project and to pay all expenses and costs of the Issuer in connection with the issuance of the Bonds, and , WHEREAS, the Issuer finds, considers, and declares that the, issuance and sale of the Bonds in the amount and for the purposes hereinabove set forth will be appropriate and consistent with the objectives of the Act, and that the adoption of this Resolution) is and constitutes and is intended as (1) an inducement to the a ~ t r I ~ i I I~ t I I ~ ~ a II ~ I I i - ~ I 1 1 y a r User to proceed with providing for the acquisition of the Project i and (ii) the taking of affirmative official action by the Issuer, acting by end through its Board of Directors, towards the issuance of the Bonds within the meaning of federal income tax law with respect to interest on the Bonds to finance certain facilities to be financed by the issuance of exempt small issue bonds or exempt i facilities, including Treas. Reg. 51.103-8(a)(5); t i I ~ THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION THAT: Section 1. Subject to the terms hereof, the Issuer agrees that it will: (a) Issue the Bonds, and if the User and the Issuer agree, other evidences of indebtedness providing temporary financing of the Project which will be issued after the date hereof and be refunded by the Bonds pursuant to the Act, or any other Texas legislation heretofore or hereafter enacted which may provide a suitable method of financing in addition to or in substitution for the Act. (b) Cooperate with the User with respect to the issuance of the Bonds, if arrangements therefor satisfactory to the User and the Issuer can be made, the Issuer will take I I such action and authorize the execution of such documents and will take such further action as may be i necessary or advisable of the authorization, { execution, and delivery of any contracts orpagreements deemed necessary or desirable by the User or the Issuer in connection with the issuance of the Bonds (collectively, the "Contracts"), providing among other things for payment of the principal of, interest on, redemption premiums, paying agents' charges, and Trustee's fees, if any, on the Bonds; payment of fees and charges of the Issuer or the Unit; acquisition of the Project; payment of fines and penalties; and use, operation, and maintenance of the Project (and the. execution of any appropriate and necessary guaranty agreements), all as shall be authorized, required, or permitted by law and as shall be mutually satisfactory to the Issuer, the Unit, and the User. (c) If the proceeds from the sale of the Bonds are insufficient, take such actions and execute such documents as may be necessary to permit the issuance from time to time in the future of additional bonds on terms which shall be set forth therein, whether on a parity with other series of bonds or otherwise, for the purpose of paying the costs of completing the acquisition of the Project, as requested by the User and within-then applicable limitations. i r , i l ~ (d) Take or cause to be taken such other actions as may be required to implement the aforesaid undertakings or,as~ it may deem appropriate in pursuance thereof. I. The Bonds shall specifically provide Ithat neither the State of Texas, the Unit, nor any political issuer, subdivision, or ' agenc} of the State of Texas shall be obligated to pay the same or the interest thereon and that neither the faith and credit nor the taxing power of the State of Texas, the Unit, or any 1 political issuer, subdivision, or agency thereof is pledged to the payment of the principal of, premium, if any, or anterestl on the Bonds Section 2. It is understood by the Issuer and the Unit, and the User has represented to the Issuer, that in consideration of this Resolution and by filing the Application, and subject to the terms and conditions hereof, the User has agreed that (a) Prior to or contemporaneously with the sale of the Bonds in one or more series or issues from time to time as the Issuer and the User shall hereafter agree to in writing, the User will enter Anto the Contracts with the Issuer under the terms of which the User will obligate itself to pay to the Issuer (or to a Trustee, as the case may be) sums sufficient in the aggregate to pay the principal of, interest on, redemption premiums, paying agents' fees, and Trustee's fees, if•any, on the Bonds, as and when the same become due and payable, with such Contracts to contain the provisions described in Section 1 hereof and such other provisions as may be required or permitted by law and to be mutually acceptable to the Issuer and the User (b) The User will (1) pay all Project costs which are not or cannot be paid or reimbursed from the proceeds of the Bonds and (2) at all times, indemnify and hold harmless the issuer against all losses, costs, damages, expenses, and liabilities of whatsoever nature (including but not limited to attorneys' fees, litigation and court costs, amounts paid in settlement, and amounts paid to discharge judgments) directly or indirectly resulting from, arising out of or related to the Issuance, offering, sale, or delivery of the Bonds, or the design, construction, installation, operation, use, occupancy, maintenance, or ownership of the Project. Section 3 It is understood by the Issuer that all commitments of the Issuer and the User vith respect to the ~f Project and the Bonds are subject to the condition that the Bonds shall have been issued no later than three years from the date of this Resolution, or such other date as shall be mutually satisfactory to the Issuer and the User. I I I II I ~ ~ vO+ AGES I I~ it I ~ I! ,I i Section 4. It is recognized and agreed by the Issuer that the user may exercise its rights and perform its obligations with respect to the financing of the Project either through (1) itself in its own name; (ii) any of its wholly-owned subsidiaries or any- parent corporation; (iii) any "related person" as defined in s Section 103(b)(6)(C) of the Internal Revenue Code of 1954; as amended; or (iv) any legal successor thereto, respectively, subject to approval of the Issuer's bond counsel and, provided that suitable guaranties necessary or convenient for the marketability of the Bonds shall be furnished, if required by the Issuer, and all references to the User shall be deemed to include the User acting directly through itself or any such approved entities. Section 5, The adoption of this Resolution, as requested in the Application, shall be deemed to constitute the acceptance of the User's proposal that it be further induced to proceed with providing the Project and the Application and this Resolution shall constitute an, agreement between the Issuer and the User effective on the date this Resolution is adopted, and this Resolution is affirmative of official action Taken by the Issuer i towards the issuance, of the Bonds. PASSED, APPROVED AND ADOPTED this 25th day of April, 1983. ' I J Preside t, Brazos unty Industrial Development' f Corporation Atte t s . Secrete (Seal)' i i I I i I i i i YPLJC~PAGE5~1 JI Lh~ f ti 4 7 1 h 4 , 3 4 } C fl r J C i r, r } t~ 0 EXHIBIT "A" } , 1 ' ` F t ` I The project proposed by Clausen Investments, Inc., consists of the acquisition of a 10 acre site located at the southeast corner of the intersection between F.M. 2818 and Mumford Road, Bryan, Texas, in a new proposed industrial park. A new 48,000 square feet manufacturing facility will be constructed to be leased to V.T.I. of Texas, Inc. A total of approximately 50 fobs will be created by the project. The project is described in detail in the Application for Financing attached hereto and made a part hereof as if copied verbatim a f J O 1 L I ~ i ' f f ~ i I ~ I r 4 t !I t i I I tl ~ , I I J r e i I r I I L~ BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION APPLICATION FOR FINANCING II i i _ I 11 I J It The purpose of this application is to present to the Brazos County Industrial Development Corporation (the "Issuer"p a reasonably comprehensive outline of the project ("Project") for which financing is being requested. Fill in all the blanks# using "None", "Not Applicable", or "To be Determined" where necessary. If additional space is needed, attach separate sheets as exhibits. The completed application, with supporting documents, is to be submitted with two copies to the BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION, c/o Reynolds, Allen & Cook, Incorporated, 1100 Milam, Suite 1600, Houston, Texas 77001, Attentions Mr. M. P. Martin. Expect a minimum of 30 days to process an application. 1. General Information Concerning Applicant as Legal name, legal form of organization (e.g. corporate, partnership), state of organization, and address of Applicant. Clausen Investments, Inc. 1000 Industrial Park Holstein, Iowa 51025 712/368-4381 .o A corporation organized under the laws of the State of Texas. b. Name, address, telephone number, and title of person to whom questions and correspondence should be directed. Paul Williams Development Solutions, Inc. P. 0. Box 1927 Financial Advisor Marshall, Texas 75670 1214/938-6021 i C. Legal name, legal form of organization, state of organization, and address of any entity which will guarantee the obligations of the Applicant. V. T. I. of Texas, Inc. and/or V. T. Industries, Inc. d. Name; title, if applicable, address, and telephone number of counsel for Applicant (this does not mean bondlcounsel, which is specified in Section 5 hereof.) Jason R. Searcy P. O. Box 1386 Marshall, Texas 75670 214/938-6611 ~i I~ I. I , Id i i i~ I ' i i I, 1 1 ` ! I i I~ t I ~ ID r L i g~ I i I e. Name, address, and telephone number (and representative's name, if applicable) of Applicant's- accounting firm I Touche - Ross, CPA 2000 First National Center Omaha, Nebraska 68102 402/346-7788 Attention. Greg T. Sloma f. If Applicant meets the criteria for definition as a "small business concern" established by the Small Business Administration, please provide details in a separate attachment to this Application. I Description of Project I a. Amount of financing applied for $1,000,000 b. To the extent known at this time, attach a schedule showing all reasonable or necessary costs incidental to the acquisition and/or construction of the Project, including the cost of studies and surveys, plans, specifications, architectural and engineering services, and other necessary and incidental expenses. C. Project timing 1. Estimated date of commencement- May 1, 1983 2. Estimated date of completion: Dec. 1, 1983 I 3. Estimated date Project will be placed in I operation: Dec. 1, 1983 d. Location of Project (Please specify if within a city and street address, if known): a parcel of land being a part of a tract located at the southeast corner of F.M. 2818 and Mumford Road, Bryan, Texas, in a new proposed industrial park e. Insicate the present legal owner of the site of the ,Project, the relationship between the present legal owner and Applicant, and whether land is to be included in the Project. The land is owned by the Bryan Development Foundation, Inc , and will be included in the project. There is no relation between the owner and the Applicant. ' h I 1 I ~ ~ I { V0 AGL2 r l ~ I 4 t r ~ ~ y 1 3 I 1 ~ 111 1 i 'r ~ I ` I ~ i f. Plrovide a description of the Project to be financed. i Acquisition of a 10 acre site and the construction of a 48,000 square foot manufacturing facility to be leased to V.T.I. of Texas, Inc. g. Name and address of consulting engineer and architect. (If the Project was not designed by a licensed engineer, submit the criteria and methods used to accomplish the design.) Engineer: Architect: Marcy Gonzales, P.E. None Industrial Equities, Inc. 8235 Shoal Creek, Suite 107 Austin, Texas 78758 h. The estimated number of new jobs to be created by the Project: 50 i. Describe all air or water pollution control or solid waste disposal facilities included in or necessary to serve the Project and any problems foreseen in compliance with all requirements of federals state, and local agencies having jurisdiction over air or water pollution or solid waste disposal. The project will generate minimal amounts of , decomposable wood and solid wastes with no special facilities or permits required. No compliance problems are foreseen. 3. Financial Arrangements a. Name and address of the financial institution and person to contact (bank, investment banking firm as underwriter, etc.), if determined, which may be interested in purchasing the bonds if and when such bonds may be approved for sale. (it is the responsibility of Applicant to arrange for the marketing of the bonds, if the financing is approved, with the Issuer's concurrence.) (See Section 5 for information concerning financial advisors or placement agents.) Development Solutions, Inc., has been retained as private placement agent and is negotiating with various potential purchasers at this time including local financial institutions. 1 x~ t i i f t ' r L y(DAGE~ K 4. Y J e I I 1 b. If Applicant is listed on a mayor stock exchange, please state the exchange. No C. If Applicant has credit rating, please state the rating and agency. Applicant is a new concern so no credit rating d. Explain how the Project will bey 'financed if all or a portion of the amount of the financing applied for herein is denied. Conventional commercial loan or stock sale Agreements of Applicant Applicant will (a) pay all project costs which are not or cannot be paid or reimbursed from the proceeds of bonds or other evidences of indebtedness issued to provide funds to finance the Project and (b) at all times, indemnify and hold harmless the issuer, its directors, employees and agents, against all losses, costs, damages, expenses, and liabilities of whatsoever nature (including but not limited to attorneys' fees, litigation and court costs, amounts paid in settlement, and amounts paid to discharge' judgments) directly or indirectly resulting from, arising out of or related to the issuance, offering, sale, or delivery of the bonds or other evidences of indebtedness issued to provide funds to finance the Project, or the design, construction, installation, operation, use, occupancy, maintenance, or ownership of the Project. Policies Concerning Bond Counsel and Financial Advisor or Placement Agent a. Please name bond counsel and state the name, address, and telephone number of the person to contact Reynolds, Allen & Cook Incorporated 1100 Milam, Suite 1600 Houston, Texas 77002 Attention- Mr. M. P. Martin (713) 651-1300 b. a The Issuer's policy is to permit Applicant to choose aj financial advisor or placement agent to assist, Applicant in the sale of the bonds. Please give name) proposed financial advisor or placement agent and the name, address, and telephone number of the person contact "z i ~ I i 54 _QYAGE4- 1 ~ J ry ~ 1 ~ t ~ i w.~.w w i.ir wu n I o x• ~ . Development Solutions, Inc. P. O. Box 1927 Marshall, Texas 75670 219/938-6021 Attention: Paul Williams 6. Fees and Expenses of the Issuer a. Applicant agrees to pay the fees and expenses of the Corporation's General Counsel and other representatives of the Corporation reasonably and necessarily incurred in the transaction which is the subject of this Application, whether or not bonds are ever sold. b. Applicant understands that an additional amount of $1,500 will be due and payable to the Issuer at the closing of the sale of bonds. The undersigned verifies that he is duly authorized to submit the foregoing application on behalf of the Applicant and that such Application was submitted on the IS day of ALL~, 19813. I~ "APPLICANT" f Clausen Investments Incl By ;,Ze, . ~LCuA,1 oge~rClausen, President i i is 7 11 I~ f s 4 ~f I L r I - ` 07 1 I ' i ~ T F I ' 1 ~ i ALL that certain 10 120 acre tract or parcel of land lying and I being situated in the W S F rtin Survey, Abstract 35, and Moses Ba-i e League, Abstract 3, all in Brazos County, Texas and being a portion of the 590 85 acre tract conveyed to Bryan Development Foundation, Inc., and recorded in the Deed Records of Brazos County, Texas in Volume 566 Page qq p, said 10 120 acre tract being more particularly described by i metes and bounds as follows 1 1( ~ CING at the point of intersection of the easterly right-of-way line of Farm-to-Market Road 2818, also commonly known as the West By-pass, nnth the Southerly right-of-way line of a county road caTmonly known as MLanford Road, " f 7HLN= S 67025'56" E along the Southerly right-of-way lime of the aforementioned county road known as Namford Road for a custanoe of 811.64 feet, 1 7rog E S 22034904" W for a chstanoe of 10 00 feet for corner said I corner also being the point of beginning, 74-IF-NCE S 67025156" E for a dirt ce of 559 35 feet for comer, ' THmCE S 68059149'° E for a cltstanoe of 185.34 feet for corner, THE KE. S 69°33"49" E for a distance of 55.42 feet for idomer, WENCE S 22034'04" W for a distanoe of 557 12 feet for corner; MENCE N 67025156" W for a distance of 800 00 feet for corner, f 7HNCE N 22034'04" E for a distance of 550 00 feet to the point of beginning and containing 10.120 acres of land more or less. i I I ~ I f 1 ,l 4 I f EXHIBIT l I ~ II I a I t I ~ `l / t Ly •0 0 NOTICL OF PU11LIC HEARING TO DrTCRMINE WHETHER BRAZOS COUNTY, TEXAS, SHOULD APPROVE AN INDUSTRIAL PROJECT TO BE FIINDFD WITH INDUSTRIAL DEVELOPMENT REVENUE, BONDS FOR CLAUSEN INVESTMENTS, INC., NOTICE is herehv given that a public hearing will be held at the Brazos Center, 5232 Briarcrest Drive, Bryan, Texas, at 10 o'clock a.m. on the 15th day of November, 1983 before the Lommiss]oners' court of nrazos County, Texas, to determine whether an industrial project should be approved by B:ozoo County and recommended for approval by the Texas Economic Development Commission under the Development Corporation Act of 1979, as amended, and the rules and regulations promulgated by the Texas Economic Development Commission, and pursuant to Section 103 of the Internal Revenue Code of 1954, as amended. Clausen Investments, Inc., a corporation organized and existing under the laws of the State of Texas, • with its principal place of business at 1000 Industrial Park, Holstein, Iowa, has requested the Commissioners' Court of Brazos County to approve a proposed industrial project consisting of the acquisition of real estate and the construction of a manufacturing facility and the acquisition, installation, and construction of related facilities to be located in Brazos County , Texas, on a 10.12 acre tract in the W. S. Martin Survey, being more fully described in Exhibit "A„ attached hereto. Said Project has been recommended for approval by the Brazos County Industrial Development Authority, Inc., and is within the boundaries of Brazos County. Clausen Investments, Inc. is requesting the issuance of Industrial Development Revenue Bonds in an amount not in excess of $1,000,000 to assist in funding said project. ° At the time and place herein established for the public hearing, all interested parties may present evidence and testimony on the question of whether the industrial project proposed by Clausen Investments, Inc. should be approved'by the governing body of Brazos ICounty under the Development Corporation Act of 1979, as amended, and'; the rules a d regulations promulgated by the Texas Economic Development 'Commission, and under Section 103 of the Internal Revenue Code of 1954, as amended. BRAZOS COUNTY, TEXAS BRAZOS COUNTY CL' POSTED: " EXHIBIT "C" i i i Z I , .i d y' r f L . ~ } a t i] t T Y+r/M ~ + ~'rl~ err ALI, t that stain 10 120 acre tract or parcel o: land lying and ' being si tuateo in the 1-6 S Nartin Survey, Abstract 35, and Moses Ba, e League, hbstracL 3, all in Brazos Carty, Texas and being a portion of the 590 85 acre tract conveyed to Bryan Develo;ment Foundation, Inc , i and recorded in the Deed Records of Brazos County, Texas in Volume 566 Pa0e j9~, said 10 120 acre tract being nnre particularly described by ' metes and boards as follars OCIVENCING at the point of intersection of the easterly right-of-way line of Farm-to--market Road 2818, also ccmonly known as the west By-pass, wrath the Southerly right-of-way line of a county road oamronly known as Mardord Road, TEN= S 67025056" E alono the Southerly right-of-may line of the aforementioned county road known as Mumford Road for a distance of 811 64 feet, THMCE S 22°34'04" W for a distance of 10 00 feet for corner said corner also being the point of beginning, THENCE S 67°25' 56" E for a distance of 559 35 feet for corner, P 1 TrENCE S 68°59'49" E for a distance of 185 34 feet for corner, I TrENM S 69°33"49" E for a distance of 55 42 feet for 4Drner, MiENCE S 22°34'04" h' for a distance of 557.12 feet for corner, I TrONCM N 67°25' 56" H' for a cb stanoe of 800 00 feet for corner, TMEN= N 22°34104" E for a distance of 550 00 feet to the point of beginning and containing 10.120 acres of land more or less I i, ! I I ! F 5 I ! EXHIBIT "A" i i !d®L-Q-PAG'I - _ r - - - - - - - T-e L N ~i a 0 , NOTICE OF PUBLIC HEARING TO DETERMINE WHETHER BRAZOS COUNTY, TEXAS, SHOULD APPROVE IN INDUSTRIAL PROJECYTO BE FUNDED WITH INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR CLAUSEN INVESTMENTS, INC. NOTICE Is Herby Given That A Public Hearing Will Be Held At The Brazos Center, 3232 Brlarcrest Drive, Bryan, Texas, At 10 O'clock A M On The 15th Day Of November, 1993 Before The Commissioners' Court Of Brazos County, Texas, To Determine Whether An Industrial Project By The Texas Economic Development Commission Under The Development Corporation Act Of 1979, As Amended, And The Rules And Regulations Promulgated By Tho Toxaa Economic Development Commission, And Pursuant To Section 103 Of The In- ternal Revenue Code Of 1954, As Amended Clausen tnvostments, Inc , A Cor- poration Organized And Existing Under The Laws Of The State Of Texas, With Its Principal Place Of Business At 1000 Industrial Park, Holstein, Iowa Has R6- quested The Commissioners' Court Of Brazos County To Approve A PropoO- ed Industrial Project Consisting Of The Acquisition Of Real Estate And Tho Construction Of A Manufacturing Facility And The Acquisition, Installation, And Construction Of Related Facilities To Be Located In Bra os County, Texas, On A 10 12 Acre Tract In The W. S Martin Survey, Beino Moro Fully Described In Exhibit "A" Attached Hereto Sold Project Has Been Recom- mended For Approval By The Brazos County Industrial Development Authori- ty, Inc., And Is Within The Boundaries Of Brazos County Clausen In- vestments, Inc Is Requesting The Issuance Of Industrial Development Revenue Bonds In An Amount Not In Excess Of 81,000,000 To Assist In Fun- ding Said Project. At The Time And Place Herein Established For The Public Hearing, All In- terested Parties May Present Evidence And Testimony On The Question Of Whether The Industrial Project Proposed By Clausen Investments, Inc Should Be Approved By The Governing Body Of Brazos County Under Tho Development Corporation Act Of 1879, As Amended, And The Rules And Regulations Promulgated By The Texas Economic Development Commission, And Under Section 103 Of The Internal Revenue Code Of 1954. As Amended. Brazos County, Texao Frank Borlskl Brazos County Clark EXHIBIT A ALL that certain 10 120 acre tract or parcel of land lying and boing sltuatod In tho W S Martin Survey, Abstract 33, and Moses Balne League. Abstract 3, all In Brazos County, Toxoo and bo. Ing a portion of the 590 65 acre tract conveyed to Bryan Development Foundation, Inc , and recorded In the Deed Records of Brazos County, Texas In Volume 586 Page 390, said 10120 ocro tract being more particularly described by metes and bounds as follows COMMENCING at the point of Intersection of the easterly right-of-way line of Form•lo•Markot Road 2018, also commonly known as the West ByPass, with the Southerly right-ol-woy Ilno of o county road commonly known as Mumford Road, THENCE S 22125'56" E along the Southerly right-of-way lino of the aforemontionod county rod known as Mumford Road for a distance of 811 64 feet, THENCE S 22.34 04 ' W for a distance of 10 00 feet for comer said corner also being tho point of beginning, THENCE S 67.25 56" E for a distance of 5% 35 feel forcomer, THENCE 8 68.59'49" E for a distance of 163 34 feet for comer, THENCE S 09.33'19" E for a distance of 55 42 feet forcorner, THENCE S 22134 04" W for a distance of 557 112 feet for corner, THENCE N 67.25'56" W for a distance of 800 00 feet foreomer, THENCE N 22.31'01" E for a distance of 550 00 feet to the point of beginning and containing 10 120 acres of land mom or lose. I 7 I j - - f I 0 .VOLQ_J~AGE T- '+7 I. i 11 i 4 I q r~ k I F I t I 'I ~f 3 i a y I F t i t i lI I I 4 i I a I • i I , I I 0 1 it ~ I I ~ I i I BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION I ~ BYLAWS I ARTICLE I POWERS AND PURPOSES SECTION 1.01. Financing of Industrial Development Projects. In order to implement the purposes for which the Brazos County Industrial Development Corporation (the "Corporation") was formed as set forth in the Articles of Incorporation, the Corporation shall issue obligations to finance all or part of the cost of one or more commercial, industrial, or manufacturing projects to promote and develop commercial, industrial, and manufacturing enterprises to promote and encourage employment and the public welfare, pursuant to the provisions of the Development Corporation Act of 1979, Article 5190 6, Vernon's Texas Civil Statutes, as amended (the "Act") SECTION 1.02 Conditions Precedent to Issuance of Obligations The corporation shall not issue any obligations unless (a) The Commissioners Court (the "Governing Body") of Brazos County, Texas (the "County") has approved by written resolution any agreement to issue obligations adopted by the Corporation, which agreement and resolution shall set out the amount and purpose of the obligations. No issue of obligations, including refunding bonds, shall be sold and delivered by the Corporation without a written resolution of the Governing Body adopted no more than 60 days prior to the date of sale of the obligations specifically approving the resolution of the Corporation providing for the issuance of the obligations, and (b) The Texas Economic Development Commission, or the executive director thereof, has approved the contents of any lease, sale, or loan agreement made by the Corporation under the Act in connection with the issuance of obligations by affirmatively finding that the lessee, purchaser, or borrower has the business experience, financial resources, and responsibility to provide reasonable assurance that all obligations and interest thereon to be paid from or by reason of such agreement will be paid as the same become due Commissioners' Court Minutes - November 15, 1983 ATTACHMENT II 1 f 1 C I ~ I A I Fi 0 %IOL PAGE k 1 T ~ l ~I ARTICLE II BOARD OF DIRECTORS SECTION 2.01. Eligibility. The affairs of the Corporation shall be managed by -a board of directors (the 'Board") which i shall be composed in its entirety of persons appointed by, and whose terms of office shall be fixed by, the governing body of the Brazos County, Texas, (the "County"). SECTION 2.02. Vacancies. Vacancies in the Board, including vacancies to be filled by reason of an increase in the number' of directors, shall be filled for the unexpired term by the appointment of successor directors by the Governing Body. r II SECTION 2.03. Powers. The property and business of the Corporation shall be managed by the Board which may exercise all powers of the Corporation and do all lawful acts. SECTION 2.04. Annual Meeting. The annual meeting of the Board shall be held at the principal office of the Corporation on the 1st Monday of December of each year, if not a legal holiday, and if a legal holiday, then at the next secular day following, at 1:30 o'clock, p.m., or at such time and place as shall be fixed by the consent in writing of all of the directors. All other meetings may be held at the place selected by the Board within the State of Texas. Every regular or special meeting of the Board of Directors shall be open to the public except as otherwise permitted by the Constitution of the State or the Open Meetings Act, Article 6252-17, Vernon's Annotated Texas Civil Statutes, as amended. ' SECTION 2.05. Regular Meetings. Regular meetings, c than the annual meeting, may be held without notice at such as shall from time to time be determined by resolution of Board and with such notice as may be required from time to by law. SECTION 2.06. Special Meetings. Special meetings of the Board may be called by the President on three days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary on like manner on like notices on the written request of two directors and with such notice as may be required from time to time by law. SECTION 2.07. Quorum. At all meetings of the Board the presence of a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business I -2- V®~A GE~ r 7.7 D i i i ,.-t • - '1 t ' - Y• -YI 'K l it . r r . n a'It~ J r ' f11 1 ti V I t ar , , I 1 r , r r f r h ~ c~ ly r 0 , r r 1 I I I I I t ,I ~ f z I~ and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by these bylaws. If a quorum shall not be present at any meeting of the directors, the directors present thereat may recess the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. SECTION 2 08. Waiver of Notice. iA meeting of the Board can be held at any time without notice upon the execution by all directors of a written waiver of notice, and likewise may be held without notice when all of the directors are present at the meeting SECTION 2 09. Consents. Any action required by the Development Corporation Act of 1979, as amended to be taken at a meeting of the Board or any action which may be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the secretary of state under the Development Corporation Act of 1979, as amended SECTION 2 10 Meetings in Texas All meetings of the Board shall be held within the State of Texas. SECTION 2 11 Committees of Directors. (a) The Board may, by resolution or resolutions adopted by a majority of the whole Board, establish one or more committees, each committee to, consist of two or more of the directors of the Corporation) Such committee or committees shall have such name or names, and such powers, as may be determined from time to time by resolution adopted by the Board. (b) The committees shall keep regular minutes of their proceedings and report the same to the Board when required. SECTION 2 12. Compensation. Directors, asi such, shall receive no compensation for services rendered as directors, but shall be reimbursed for all reasonable expenses incurred, in performing their duties as directors ARTICLE III NOTICES 11 SECTION 3 01. Requirements Whenever under the provisions of the statutes or these bylaws, notice is required to be given to any director, it shall not be construed to mean personal -3- ,i 3lOLLr'/!GE 6'1 I 1 3 , , T~ r t , r f j r ° e 1 t 1 ~ ` d✓ t 1 t` t ~ 9 ii 1 r r° notice, but such notice may be given in writing, by mail, addressed to such director at such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed. SECTION 3.02. Public Notice. Written notice of the date, hour, place and subject of each meeting of the Board of Directors shall be posted at such times and in such places as notice of each meeting of the Governing Body of the Unit is posted, all as prescribed by the Open Meetings Act, Article 6252-17, Vernon's Annotated Texas Civil Statutes, as amended. SECTION 3.03. Waivers. Whenever any notice is required to be given under the provisions of the statutes or of these bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. SECTION 3.04'. Public Hearings. Public, hearings required under Section 193(k) of the Internal Revenuel Code of 1954, as amended, may be called and conducted by any officer or director of the Corporation and such officer or director may establish the date, place and time of the hearing and may give notice of the hearing. ARTICLE IV OFFICERS } t t r F 4 SECTION 4.01. Titles. The officers of the Corporation shall be chosen by the Board. The Board shall choose from its members a Preside ~t and a Vice President. The Board shall also choose a Secretary and a Treasurer who may or may not be members of the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary. SECTION 4.02. Term of Office. The Board shall choose such officers at its first meeting and at each annual meelting thereafter in odd number years. SETION 4.03. Term. The officers of the Corporation chosen pursuant to Section 4.02 shall serve until the second annual meeting of the Board thereafter or until their successors are chosen and qualify in their stead. SECTION 4.04. Other Officers. The Board may appoint such other officers and agents as it deems necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. -4- i i p~(pg11 /Rye Q.: 1~ O MY1.M~~,, a, 1 r\ r i 1 1 l 1~1 ill i I, V~ ~I r 1 i L.- I I , t 1 d r t r f Jf 1 E F } C~ iE f i ,I r, ' I I - I t I \ ~ I i I I r ~ ~ 1 I 1 E , i a 1 , I SECTION 4 05. Removal. Any officer elected or appointed by the Board may be removed at any time by the affirmative vote of a majority of the whole Board. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board. SECTION 4 06. The President. (a) The President shall preside at all meetings of the directors. (b) The President shall be exofficio a member of all standing committees, shall have general supervision of the management of the business of the Corporation, and shall see that all orders and resolutions of the Board are carried into effect (c) The President shall execute bonds, mortgages, and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation. SECTION 4 07 The Vice President. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board shall prescribe SECTION 4 08 The Secretary. The Secretary shall attend all sessions of the Board and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required He shall give, or cause to be given, notice of all special meetings of the Board and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision he shall be. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it, and, when so affixed, it shall be attested by his signature. And when the corporate seal is required as to instruments executed in the course of ordinary) business he shall attest to the signature of the President orI Vice President and shall affix the seal thereto. II SECTION 4 09. The Treasurer. To the extent not otherwise) provided by the Board, by rules or regulations, in resolutions relating to the issuance of bonds, or in any financing documents relating to such issuance, the Treasurer shall have the custody) of the corporate funds and securities and shall keep full ands accurate 1 accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the -5- , J VOLLFAGE' 4 ' ~ 1 t j1 a P t 1 I ~ I i E r- 6 I 4 "L r I I I I I SECTION 5.04. Fiscal Year. The fiscal year shall be determined by resolution of the Board. ARTICLE VI MISCELLANEOUS SECTION 6.01. Principle Office. The principal office of the Corporation shall be County Courthouse, Bryan, Texas 77801. SECTION 6.02. Seal. The corporate seal shall be circular and shall have inscribed in the outer circle "Brazos County Industrial Development Corporation" and shall have inscribed in the inner circle the letters "T-E-X-A-S" and a five pointed star. Said seal may be used by causing it or a facsimile therof to be impressed or affixed or reproduced or otherwise. The imprint of this seal thus authorized is affixed opposite to this section. SECTION 6.03. Amendments. These bylaws may be altered, changed, or amended at any meeting of the Board at which a quorum is present, provided notice of the proposed alteration, change, or amendment be contained in the notice of such meeting, by the affirmative vote of a majority of the diretors at such meeting and present thereat. SECTION 6.04. Organizational Control. The Governing Body may, at its sole discretion, and at any time, alter or change the structure, organization, programs, or activities of the Corporation (including the power to terminate the Corporation), subject to any limitation on the impairment of contracts entered into by such Corporation. SECTION 6.05. Dissolution of the Corporation. Upon dissolution of the Corporation, title to or other interests in any real or personal property owned by the Corporation at such time shall vest in the County. i I I I I I li , I I -7- I J~ > ,I ~ 11 I I ~i 1 a< ' I~ I I r 1 ~ i~ , I 1 ~ _ I 1 ( I I ` r I I t ~ ~ ff I 1 , 1 + ' I I i a! I 1 I ~ ~ , II I 11 I I I Corporation in' a depository as shall be designated by the Board. He shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. SECTION 4 11. Facsimile Signatures. The provisions of, the Texas Uniform Facsimile Signature of Public Officials Act shall be applicable to the Corporation, which is a duly constituted instrumentality of Brazos County, Texas, a political subdivision of the State of Texas. SECTION 4 12. Resignations Any director or officer, may resign at any time Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the President or Secretary The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. ARTICLE V FISCAL PROVISIONS ~I I SECTION 5 01 Nonprofit Corporation. No dividends shall ever be paid by the Corporation and no part of its net earnings remaining after payment of its expenses shall be distributed to or inure to the benefit of its directors or officers or any individual, firm, corporation, or association, except that in the event the board of diretors shall determine that sufficient provision has been made for the full payment of the expenses, bonds, and other obligations of the Corporation, then any net earnings of the Corporation thereafter accruing shall be paid to Brazos County, Texas No part of the Corporation's activities shall be carrying on propaganda, or otherwise attempting to influence legislation, and it shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office SECTION 5 02. Reports The Board shall have prepared for each annual meeting a full and clear statement of the business and condition of the Corporation. SECTION 5 03 Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate, provided that in no event shall a check be,negotiable until it is signed by at least one officer I I -6- d I VoL4RAGE ~ t\ I I , t I J ~ I J 1 r I t rl I i I L.• A.; , T s ' i RESOLUTION APPROVING THE RESOLUTION OF THE BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION PROVIDING FOR THE ISSUANCE OF BRAZOS COUNTY INDUSTRIAL REVENUE BONDS (CLAUSEN INVESTMENTSo INC. PROJECT) SERIES 1983 WHEREAS, the Brazos County Industrial Development Corporation (the Issuer) was created under the auspices of Brazos County (the f "Unit"); and ' WHEREAS, it is deemed necessary and advisable that this Resolution be adopted; THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS' COURT OF THE BRAZOS COUNTY, TEXAS THAT: Section 1. The Resolution Authorising the Brazos County Industrial Development Corporation Industrial Development Revenue Bonds (Clausen Investments, Inc. Project) Series 1983; a Loan Agreement; an Indenture of Trust; a Guarantee Agreement; a Bond Purchase Agreement; Acceptance of an Indemnity Letter; Approval of an Indenture of Trust; and Other Matters in Connection Therevith, adopted by the Issuer on November 15, 1983; a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes providing for the issuance pf "Brazos County Industrial Development Corporation Industrial Development Revenue Bonds (Clausen Investments, Inc. Project) Series 1983," in the original principal amount of $1,000,000 , is hereby specifically approved. Section 2.. The approval herein given is in accordance with the provisions of Section 25(f) of the Act and is not be to b® construed as any 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 holders 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 Resolution. ! Section 3. The programs and expenditures authorized and contemplated by the aforesaid documents are hereby in all respects approved. Section 4. The President, Vice President, Secretary, and Treasurer of the Brazos County Industrial Development Corporation (the "Issuer") and their other officers of the Issuer are hereby authorized, jointly and severally, to execute and deliver ouch endorsements, instruments, certificates, documents,, or paper0 necessary and advisable to carry out the intent and purposes of this Resolution. 1. t~ ~t•,%M1F•, rig!{r r~~.~ ,y+} 4 S Commissioners' Court Meetini - November 15. 1983 ATTACHMENT III • i^~f ~ 4Y~i1'a••~ t~,yjn ur~1 ~ y 1 l r o S~ t f 1 b I , 4 4 I ~ .v i p ~ I I PASSED AND APPROVED THIS 15th day nLf November, 1983 County udge • E ATTEST t ~I aj,/ County Clerk, Bra s County, Texas it I I ' I ' ~ I (COMKISSIONERS COURT SEAL) I ~ I ~ { I I , I , ,I t { I t i II , f I • I !-s x j { f ►r ~ I 7 5 I ~ I t ~ { 4 I ~ f I I ' !f r I fl ~ J s I h 4 I I ~ I I I 0 6 ' I C I~ I I I , I ` ` J 4 t ` r I I ~ I r t~ 1~ III j ~ n S Y~~~ ~ I f t, .r { ..1 .rn t t I I ca I a I IS ~ ~ 1 I y I r } d r ~ - E I u e V®L_Q-PAGI..M i t A CERTIFICATE FOR RESOLUTION AUTHORIZING BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (CLAUSEN INVESTMENTS, INC. PROJECT) SERIES 1983; A LOAN AGREEMENT; AND INDENTURE OF TRUST; A GUARANTEE AGREEMENT; A BOND PURCHASE AGREEMENT; APPROVAL OF A INDENTURE OF TRUST; ACCEPTANCE OF AN INDEMNITY LETTER; AND OTHER MATTERS IN CONNECTION THEREWITH. The undersigned Secretary of the Board of Directors (the "Board") of Brazos County Industrial Development Corporation (the "Issuer"), hereby certifies as follows: 1. In accordance with the Bylaws of the Issuer the Board held a meeting on November 15, 1983, (the "Meeting") of the duly constituted officers and members of the Board, to wit: R. J. Holmgreen President Bill J. Cooley Vice President Billy E. Beard Secretary l e and all of said persons MN cipated In the Meeting eucept the following: VAck qe thue constituting a quorum. Whey upon, acting other business transacted at the Meeting, a written i I~ I I~ Y~ RESOLUTION AUTHORIZING BRAZOS COUNTY INDUSTRIA DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (CLAUSEN INVESTMENTS, INC. PROJECT) 1 SERIES 1983; A LOAN AGREEMENT; AND INDENTURE OF `TRUST; A GUARANTEE AGREEMENT; A BOND PURCHASE AGREEMENT; APPROVAL OF A INDENTURE OF TRUST; ACCEPTANCE OF AN INDEMNITY LETTER; AND OTHER MATTERS IN CONNECTION THEREWITH (the "Resolution") was duly trod ced for the consid tion ols~ the Board and read in full. moved and Qz-%/ 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: For: Against: Z7 Abstained: 2. A true, full, and correct copy of the Resolution adopted at the Meeting is attached to and follows this Certificate; the Resolution has beeniduly recorded in the Board's minutes of the Meeting; each of the officers and members of the Board was duly and sufficiently notified officially and personally, 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 accordance with the Articl'eo of Incorporation and Bylaws of the Corporation. I n 1J ®~tlA~~~ { r ' 1 f' f r I f ` J r ~ I r1 f , I I t v ~ t ti I cl I ~ I r ~ SIGNED AND SEALED this the 15th day of November. 1983. I I I r I I I 'i9t I I ? I Secretary I (Seal) i , { I I I tl _ I ~ I I I ~ I I I, t I n I I ~ E I I I f I ~ I . , I I y ~ 1` I \ ry I `I1t I ' r • I I r c i I 1 I I 7 I I - ~ I I ` I r t I 1 i I I ~ I I I I , I ~ I I ' I , I ~ 4 ~ t I ' \ 11 I \ II I I 1 I I l` 'I I l i i I I I ~ I ' I ' I I I i' I ii I I i I I !I { I I~ I l r I 4 ! I I+ I ) . r p-. II~ j I I I I 4 , 't I r a c, y `r )k~ c I I I , I ~ II I ~ I r I I ! I I ~ I ' I I I o • ~ ' > ~ I IE r I 1 4 i II f I I I Y I f , i ~ , ~ , I I I I r l i VOLD-PAGE I y, I t I i r l I I a ,I II i' ~I I- ij j~ u ' • r t RESOLUTION AUTHORIZING BRAZOS COUNTY' INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT- REVENUE BONDS (CLAUSEN INVESTMENTS, INC. PROJECT) SERIES 1983; A LOAN AGREEMENT; AND INDENTURE OF TRUST; A GUARANTEE AGREEMENT; A BOND PURCHASE AGREEMENT; APPROVAL OF A INDENTURE OF TRUST; 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 devi lop industrial and manufacturing enterprises to promote and encourage employment and the public welfare by the issuance of lobligations of the Issuer which projects will be inside the Unit's boundaries, including Brazos County, Texas; WHEREAS, Clausen Investments, Inc., a Texas corporation (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"); i WHEREAS, on April 25, 1983, the Issuer adopted a "Resolution Concerning Issuance of Bonds to Finance a Project for Clausen Investments, Inc. (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 (Clausen Investments, Inc. Project) Series 1983" (the "Bonds"); and WHEREAS, there have been presented to the Issuer proposed forms of each of the following: 1. Loan Agreement, dated as of November 1, 1983, (tho "Agreement"), between the Issuer and tho User; 2. Indenture of Trust dated as of November 1, 1983, (the "Indenture"), between the Issuer and First City National Bank of Bryan, Bryan. Texas (the "Trustee"); 3. Corporate Guarantee Agreement, dated as of November 1. 1983 (the "Corporate Guarantee Agreement, among V.T.I. of Texas, Inc., and V.T. Industries of Texas. Inc. (the "Guarantors"), the Trustee and the Issuer; 4. Personal Guarantee Agreement, dated as of November 1. 1983" I i (the "Personal Guarantee Agreement") among Roger Clausen ("Guarantor"), the Trustee and the Issuer; 5. Bond Purchase Agreement, dated November 1, 1983 (the "Bond Purchase Agreement"), among the Issuer, the User, and First City National Bank of Bryan, Bryan. Texas (the "Purchaser"); Fo . VIDLIPAG 0 EMk \1 I L~ T sr t r I A f r I I hereby authorized to attest the Indenture and such officers are hereby authorized to deliver the Indenture IThe details of the- Bonds shall ~j be as set forth in the Indenture j Section 4 The Board hereby approved the Corporate Guarantee Agreement and the personal Guarantee Agreement in substantially the i form and substance presented to the Board and the President or any t Vice President is authorized and directed, lfor and on behalf of the Issuer, to date, sign. or otherwise execute the Guarantee Agreements and the Secretary or any Assistant Secretary of the Board is hereby authorized to attest the Guarantee Agreements on behalf of the Issuer, I ~ I I ' I ' ~ t 1 I 1 II I fl , I I I ((I , ~I L ) I i f ~ ± I I 1 1 f; 1 ~7 +'J 11, J r J ) and such officers are hereby authorized to deliver the Guarantee Agreements 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 any 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 or any Assistant Secretary of the Board is hereby authorized to attest the Bond Purchase Agreement on behalf of the Issuer and such officers are Siereby authorized to deliver the Bond Purchase Agreement Section 6 The Board hereby accepts the Indemnity Letter from the User and the Guarantors, in substantially the form and substance presented to the Board and the President or any Vice President 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. Section 7 The President and Secretary/Treasurer are hereby each authorized and directed to execute the Bonds, or have their facsimile signatures placed upon the Bonds, and each is hereby authorized and directed to deliver the Bonds, and the seal of the Issuer is hereby authorized and directed to be affixed or placed in facsimile on the Bonds Section 8. First City NaTIONAL Bank of Bryan. Bryan. Texas is hereby appointed as Trustee under the Indenture thereby serving as Registrar and Paying Agent under the terms of the Indenture. Section 9 The President, any Vice President. or the Secretary or any Assistant Secretary 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 10 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 I I i~ I ? I I I 1 r A 1 , I ) 41 , T r hJ I 1 I S i ++I II II~~ ))il II I F r ) 1 .I k , I J y~ f),4 0 4 ~ ry VOL9.PAGE 7l e , L I 1 , , li I 5 10~ L4 l II r PASSED, APPROVED AND ADOPTED this 15th day of November. 1983. . C ' VICE P ID F 11 II 11 -C 1 1 I( ~f i~ •`~~'{i l~~Fr a ..j ( Section 11. 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 Guarantee Agreement, the Bond Purchase Agreement, and the Indemnity Lettero including without limitation, the execution and delivery of any closing documents in connection with the issuance of the Bonds. Section 12. 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 13., 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, paragraph, clause, provision shallinot 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 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 to the fullest extent permitted by law. I I I ~ i I 11 I(1 J I I i { JI{ I