HomeMy WebLinkAboutResolution - 2007-R0399 - Approve Resolution by LEDA Inc. Board - Approving Loan With Plains Capital Bank 08/23/2007Resolution No. 2007-80399
August 23, 2007
Item No. 5.21.
RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LUBBOCK,
TEXAS APPROVING A RESOLUTION ADOPTED BY THE BOARD OF
DIRECTORS OF LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE,
INC. AUTHORIZING AND APPROVING A LOAN OF $7,250,000 AND
AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT BETWEEN
THE CORPORATION AND PLAINSCAPITAL BANK; AND RESOLVING
OTHER MATTERS IN CONNECTION THEREWITH
WHEREAS, the City of Lubbock, Texas (the "City"), has heretofore created the City of
Lubbock, Texas Economic Development Alliance (the "Corporation") pursuant to Section 4A of
the Development Corporation Act of 1979, as amended, Article 5190.6, Texas Revised Civil
Statutes Annotated (the "Act"), for the purpose of financing the costs of one or more projects
within the meaning of the Act;
WHEREAS, the levy by the City of an economic development sales and use tax for the
benefit of the Corporation under the Act was authorized by a majority of the qualified voters of
the City voting at an election called and held for that purpose;
WHEREAS, the City has established and levies, maintains and collects on behalf of the
Corporation the economic development sales and use tax pursuant to the Act;
WHEREAS, upon receipt of the proceeds of the economic development sales and use tax,
the City delivers the proceeds to the Corporation to use in carrying out its functions;
WHEREAS, the Corporation desires to construct streets and roads, water, electric and gas
utilities improvements, drainage and related improvements, and telecommunications and internet
improvements, as authorized by the Act, to serve the Lubbock Railport and the Lubbock
Business Park in the City (the "Infrastructure Project"), and has found and determined that the
Infrastructure Project is infrastructure necessary to promote and develop new and expanded
business enterprises within the City within the meaning of the Act;
WHEREAS, the Board of Directors of the Corporation has authorized the execution and
delivery of a Taxable Loan and Security Agreement (the "Loan Agreement"), between the
Corporation and PlainsCapital Bank, including a taxable promissory note (the "Note") from the
Corporation to the Bank pursuant to which the Bank will make a taxable loan of approximately
$7,250,000 (the "Loan") to the Corporation to be used by the Corporation (i) to finance the costs
of the Infrastructure Project and (ii) to pay the costs and expenses incurred by the Corporation
with respect to the authorization, execution and delivery of the Loan Agreement and the Note
and all documentation related thereto;
WHEREAS, the Corporation has submitted to the City, for its approval pursuant to the
Act, the Corporation's resolution (the "Corporation Resolution") authorizing and approving the
execution and delivery of the Loan Agreement, the Promissory Note (the "Note") and related
documents for the Loan, and the payment of the costs related to such transactions;
1287843v.1 LUB330/71000
WHEREAS, the Loan will be secured by and payable from the proceeds of the economic
development sales and use tax;
WHEREAS, this City Council has reviewed the Corporation Resolution and, by adoption
of this resolution, intends to approve the Corporation Resolution and the terms thereof, the Loan,
the plan of financing established and approved by the Corporation Resolution, the Loan
Agreement and the Note; and to make the findings required by the Act to approve the
Infrastructure Project;
WHEREAS, it is deemed necessary and in the best interest of the City that this
Resolution be adopted; and
WHEREAS, it is officially found, determined, and declared that the meeting at which this
Resolution has been adopted was open to the public and public notice of the time, place and
subject matter of the public business to be considered and acted upon at said meeting, including
this Resolution, was given, all as required by the applicable provisions of Chapter 551, Texas
Government Code, as amended;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF LUBBOCK, TEXAS:
Section 1. The declarations, determinations and findings declared, made and found in
the preamble to this Resolution are hereby adopted, restated and made a part of the operative
provisions hereof.
Section 2. In accordance with the provisions of the Act, the Corporation Resolution,
a copy of which is attached hereto as Exhibit A and made a part hereof for all purposes, is hereby
specifically approved.
Section 3. In accordance with the provisions of the Act, the programs and
expenditures of the Corporation authorized by the Corporation Resolution with respect to the
Loan Agreement, including without limitation the execution and delivery of the Loan Agreement
and the Note and the pledge of the economic development sales and use tax to the payment of the
Corporation's obligations thereunder and the payment of the costs and expenses related thereto,
are hereby specifically approved.
Section 4. The officers of the Corporation, the Mayor, the City Secretary and other
appropriate City officials are hereby authorized to take all action in conformity with the Act
necessary or reasonably required to consummate the transactions contemplated by this
Resolution, including, without limitation, the execution and delivery of any and all instruments,
certificates, documents or papers necessary to carry out the intents and purposes of this
Resolution, the form and content of such documents to be approved by the officials executing
such documents. All action (not inconsistent with the provisions of this Resolution) heretofore
taken by those officials and by the City Council directed toward the Infrastructure Project, the
Loan Agreement, and the Note, shall be and the same hereby are, ratified, approved, and
confirmed.
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1287843v.1 LUB330/71000
Section 5. This Resolution in no respect creates any liability or obligation of the City
for payment of the obligations created by the Loan Agreement or the Note, NEITHER THE
STATE, THE CITY NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF
SHALL BE OBLIGATED TO PAY THE PRINCIPAL OR INTEREST ON THE NOTE,
EXCEPT TO THE EXTENT THAT THE CORPORATION IS OBLIGATED TO ,MAKE THE
PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE NOTE. NEITHER THE
FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE, THE CITY, OR ANY
OTHER POLITICAL SUBDIVISION OR AGENCY THEREOF IS PLEDGED TO THE
PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE NOTE, EXCEPT TO
THE EXTENT THE CORPORATION HAS PLEDGED THE ECONOMIC DEVELOPMENT
SALES AND USE TAX TO MAKE THE NOTE PAYMENTS.
Section 6. If any section, paragraph, clause, or provision of this Resolution shall be
held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph,
clause, or provision shall not affect any of the remaining provisions of this Resolution.
BE
1287843v.1 LUB330/71000
PASSED AND APPROVED thist-4. day of August, 2007.
David A. Miller, Mayor
ATTEST:
Rebotca Garza, CitySecretary
G1JU3HUa7.1II I fai IIRTUI
By:
Je i'r4Tre, Bond Cons I1
Signature Page for Resolution of City
1287843v. I L UB330171000
EXHIBIT A
CORPORATION RESOLUTION
(See Attached)
A-1
1287843v.1 LUB330171000
TRANSCRIPT OF PROCEEDINGS
pertaining to
$7,250,000
TAXABLE LOAN TO
LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
FROM PLAINSCAPITAL BANK
August 23, 2007
Vinson B&IIkins
ATTORNEYS AT LAW
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
TELEPHONE (214) 220.7700
VOICE MAIL (214) 220.7999
FAX (214) 220-7716
LUB330/71000
Dallas 1301969_I.DOC
$7,250,000 Taxable Loan to
Lubbock Economic Development Alliance, Inc.
from PlainsCapital Bank
TABLE OF DOCUMENTS
Document Tab No.
Loan Agreement 1
Resolution of Corporation Authorizing the Corporation to Incur Loan 2
Resolution of the City Approving the Corporation Resolution 3
Conformed Copy of Note 4
General Certificate of Corporation 5
Articles of Incorporation (Exhibit A)
Bylaws (Exhibit B)
Certificate of Existence (Exhibit C)
Certificate of Good Standing (Exhibit D)
City Resolution Authorizing Corporation to Incur Loan (Exhibit E)
General Certificate of City 6
City Resolution Approving Formation of Corporation (Exhibit A)
Sales and Use Tax Election Proceedings (Exhibit B)
Bank's Certificate re: Disclosure and Non -Transferability of Note 7
Opinion of Bond Counsel 8
Closing Certificate 9
LUB200/1
Dallas 1244243_1.DOC
$7,250,000
TAXABLE LOAN AND SECURITY AGREEMENT
(MULTIPLE ADVANCE TERM LOAN WITH INTEREST ONLY FOR ONE YEAR THEN
EQUAL PAYMENTS OF PRINCIPAL PLUS ACCRUED INTEREST OVER FIVE YEARS)
between
PLAINSCAPITAL BANK
and
LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
Dated as of August 23, 2007
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section1.01. Definitions............................................................................................................... l
Section 1.02. Interpretative Matters.............................................................................................. 4
ARTICLE II
FUNDING THE LOAN
Section2.01. Installments............................................................................................................. 5
Section 2.02. Notice and Manner of Borrowing and Rate Conversion ......................................... 5
ARTICLE III
REPAYMENT OF THE LOAN
Section3.01. Financing the Loan .................................................................................................. 5
Section3.02. Repayment Terms.. o ................................................................................................. 5
Section3.03. Note Payments......................................................................................................... 6
Section 3.04. Note Payments Due on Business Days................................................................... 6
Section3.05. Prepayment of Note................................................................................................. 7
Section 3.06. Limitation on Interest.............................................................................................. 7
Section3.07. Limited Obligation.................................................................................................. 7
ARTICLE IV
CONDITIONS TO CLOSING
Section 4.01. Conditions to Closing.............................................................................................. 7
Section 4.02. Conditions to Each Installment............................................................................... 8
ARTICLE V
ADDITIONAL DEBT
Section 5.01. Subordinate Lien Debt...................................................................I......................... 9
(i)
ARTICLE VI
PLEDGE OF PLEDGED REVENUES
Section 6.01. Pledge of Pledged Revenues.....................:............................................................. 9
Section 6.02. Obligations Secured by the Collateral..................................................................... 9
Section6.03. Lien Perfection........................................................................................................ 9
Section 6.04. Effectiveness of Lien.............................................................................................10
ARTICLE VII
SPECIAL AGREEMENTS
Section 7.01. Obligations of Corporation Unconditional............................................................10
Section 7.02. Right to Sell, Assign, Transfer or Grant a Security Interest.................................10
ARTICLE VIII
REPRESENTATIONS
Section 8.01. Representations and Warranties of Bank.............................................................. I
Section 8.02. Representations by the Corporation...................................................................... I
ARTICLE IX
REMEDIES SECTION
Section9.01. Remedies Available...............................................................................................13
Section 9.02. Application of Money Collected...........................................................................13
Section 9.03. Restoration of Rights.............................................................................................14
Section 9.04. Non -Exclusive Remedies......................................................................................14
Section9.05. Delays....................................................................................................................14
Section 9.06. Limitation on Waivers...........................................................................................14
ARTICLE X
DISCHARGE
Section 10.01. Discharge by Payment........................................................................................... 14
ARTICLE XI
MODIFICATION OF DOCUMENTS
Section 11.01. Amendments Require Consent of Bank................................................................15
ARTICLE XII
MISCELLANEOUS
Section 12.01. Term of Agreement...............................................................................................15
Section12.02. Notices...................................................................................................................15
Section 12.03. Binding Effect; Assignment..................................................................................16
Section 12.04. ENTIRE AGREEMENT.......................................................................................16
Section12.05. Severability............................................................................................................16
Section12.06. Counterparts..........................................................................................................16
Section12.07. Applicable Law.....................................................................................................16
Section12.08. Expenses................................................................................................................16
Section 12.09. Non-representation................................................................................................17
Section12.10. Arbitration.............................................................................................................17
EXECUTION................................................................................................................................19
Exhibit A — Real Property Description for Lubbock Business Park .......................................... A-1
} Exhibit B — Real Property Description for Lubbock Railport .................................................... B-1
Exhibit C - Form of Note ... .............C-1
Exhibit D - Certificate of Bank.....................................................................................
................................................................................................... D-1
LOAN AND SECURITY AGREEMENT
This TAXABLE LOAN AND SECURITY AGREEMENT, dated as of August 23, 2007,
is between PLAINSCAPITAL BANK, a state banking association in Lubbock, Texas, and
LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC., a nonprofit industrial
development corporation duly established and created pursuant to Section 4A of the
Development Corporation Act of 1979, Article 5190.6, Texas Revised Civil Statutes Annotated,
as amended, created by or on behalf of the City of Lubbock, Texas.
WITNESSETH
WHEREAS, the City has established and levies, maintains and collects on behalf of the
Corporation the Economic Development Sales and Use Tax (defined herein) pursuant to the Act;
WHEREAS, upon receipt of the proceeds of the Economic Development Sales and Use
Tax, the City delivers the proceeds to the Corporation to use in carrying out its functions;
WHEREAS, the Corporation desires to construct streets and roads, water, electric and gas
utilities improvements, drainage and related improvements, and telecommunications and internet
improvements, as authorized by the Act, to serve the Lubbock Business Park and the Lubbock
Railport (the "Infrastructure Project'), and has found and determined that the Infrastructure
Project is infrastructure necessary to promote and develop new and expanded business
enterprises within the City within the meaning of the Act;
WHEREAS, the Corporation has asked the Bank to make a taxable loan (the "Loan") to
the Corporation, as authorized by the Act, for the purposes of (i) financing the costs of the
Infrastructure Project, and (ii) paying Costs of Issuance (hereinafter defined);
WHEREAS, the Bank is willing to make the Loan (secured by and payable from the
proceeds of the Economic Development Sales and Use Tax) to the Corporation, on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration and the mutual benefits, covenants and agreements herein expressed, the Bank and
the Corporation agree as follows:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.01. Definitions.
The capitalized terms used in this Agreement shall have the following respective
meanings unless the context otherwise requires:
2007 Loan Fund — The fund by that name created pursuant to the Resolution.
t
Act - The Development Corporation Act of 1979, as amended, Article 5190.6, Texas
Revised Civil Statutes Annotated.
Agreement — This Taxable Loan and Security Agreement, as amended, modified or
restated from time to time.
Authorized Officer — Any officer of the Corporation including the Chief Executive
Officer and the Chief Financial Officer.
Bank — PlainsCapital Bank, a state banking association in Lubbock, Texas.
Base Rate — For any day, a rate per annum equal to the Wall Street Journal Prime Rate
minus one-half of one percent. Any change in the Base Rate due to a change in the Wall Street
Journal Prime Rate shall be effective from and including the effective date of such change in the
Wall Street Journal Prime Rate.
Business Dav - Any day, other than a Saturday, Sunday, or legal holiday, on which the
offices of the Bank are not required or authorized by law or executive order to be closed.
City - The City of Lubbock, Texas.
Closing - The delivery of the Note to the Bank.
Closing Date — August 23, 2007.
Com trp oller - The Comptroller of Public Accounts of the State.
Corporation Documents - Collectively, the Loan Documents and the Resolution.
Costs of Issuance - The costs and expenses incurred by the Corporation with respect to
the authorization, execution and delivery of the Corporation Documents and all documentation
related thereto.
Economic Development Sales and Use Tax - The 1/8 of 1% sales and use tax levied by
the City on behalf of the Corporation for the promotion of economic development pursuant to
Section 4A of the Act and an election held on November 4, 2003.
Event of Default - Unless waived in writing by the Bank, the occurrence of any of the
following:
(a) . the failure of the Corporation to make any of the Note Payments whether at the
due date thereof or at a date fixed for prepayment thereof within ten (10) days after receipt of
notice by the Bank to the Corporation of the failure to make such payment;
(b) the failure of the Corporation to comply with any other covenant, condition, or
agreement under this Agreement, and the continuation of such failure for a period of thirty (30)
days after the date that the Corporation acquired knowledge or written notice of such failure,
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w which knowledge may take the form of notice specifying such failure given to the Corporation
by the Bank;
(c) the violation of any representation or warranty of the Corporation made under
Section 8.02 herein;
(d) an involuntary case or other proceeding, shall be commenced against the
Corporation seeking liquidation, reorganization or other relief with respect to it or its debts under
any bankruptcy, insolvency or similar law now or hereafter in effect or seeking the appointment
of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of
its property, and such involuntary case or other proceeding shall remain undismissed and
unstayed for a period of sixty (60) days; or an order for relief shall be entered against the
Corporation under the federal bankruptcy laws as now or hereinafter in effect;
(e) the Corporation shall commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking an appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any substantial part of its property,
or shall consent to any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other proceeding commenced against it, or shall make a general
assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due,
or shall take any corporate action authorizing the foregoing.
Infrastructure Project — Streets and roads, water, electric and gas utilities improvements,
drainage and related improvements, and telecommunications and internet improvements, as
authorized by the Act, to be constructed to serve the Lubbock Railport and the Lubbock Business
Park in the City.
Loan - The taxable loan from the Bank to the Corporation made pursuant to this
Agreement.
Loan Documents - Collectively, this Agreement, the Note and any other agreements
executed in connection with this Agreement.
Lubbock Business Park — That certain real property of the Corporation described on
Exhibit "A" along with any improvements thereon.
Lubbock Railport — That certain real property of the Corporation described on
Exhibit "B" along with any improvements thereon.
Note - The promissory note of even date herewith (such promissory note, as the same
may be renewed, extended, amended or otherwise modified from time to time) delivered
pursuant to this Agreement in substantially the form attached hereto as Exhibit C. The Note is
non-negotiable and non -transferable; provided, however, the Bank may sell any portion of its
rights and obligations pursuant to the Loan Documents to participant banks pursuant to a
participation agreement at any time.
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Note Pa ents - The payments required by Section 3.02 to be made by the Corporation
in payment of the principal of and interest on the Note.
Obligations — All obligations of every nature of the Corporation from time to time owed
to the Bank under any Loan Document, whether for principal, interest, fees, expenses,
indemnification or otherwise.
Outstanding - With respect to the Note, the unpaid principal thereof to the extent actually
advanced to the Corporation pursuant to Section 2.01 hereof and interest thereon, and, with
respect to the Principal Amount, the unpaid portion thereof.
Performance Agreement — As defined by the Act.
Pledged Revenues - 100% of the funds collected by the City from the levy of the
Economic Development Sales and Use Tax, without deduction, offset or credit for any
administrative charges or expenses incurred by the City or the Corporation in connection with
the levy and collection of the Economic Development Sales and Use Tax, other than any
amounts due and owing to the Comptroller for collection costs and other charges.
Principal Amount — Seven Million Two Hundred Fifty Thousand and no/100 Dollars
($7,250,000.00).
Projects — Collectively, the Lubbock Railport and the Lubbock Business Park, excluding
any portion of such land which has been or may be granted or transferred to Molinos Anahuac,
Inc., Standard International, LLC or Ozark Automotive Distributors, Inc. or any land which has
been released from the negative pledge hereunder.
Resolution - The resolution of the Board of Directors of the Corporation dated August 20,
2007 authorizing the execution and delivery of the Loan Documents and the pledge of the
Pledged Revenues to the payment of the principal of and interest on the Note.
State - The State of Texas.
Section 1.02. Interpretative Matters.
(a) Whenever the context requires:
(i) references in this Agreement of the singular number shall include the
plural and vice versa; and
(ii) words denoting gender shall be construed to include the masculine,
feminine, and neuter.
(b) The table of contents and the titles given to any article or section of this
Agreement are for convenience of reference only and are not intended to modify the meaning of
the article or section.
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ARTICLE II
FUNDING- THE LOAN
Section 2.01. Installments.
The Corporation shall request all amounts to be funded in connection with this
Agreement (which amounts may be less than but shall not exceed the Principal Amount) on or
before August 15, 2008. Each installment of the Principal Amount requested by the Corporation
(collectively, the "Installments" and each individually, an "Installment") shall be in an aggregate
amount that is not less than Five Hundred Thousand and no/100 Dollars ($500,000); provided
that the final Installment may be in an aggregate amount that is equal to the entire unused
Principal Amount. The Corporation may request no more than two (2) Installments per month.
Section 2.02. Notice and Manner of Borrowing and Rate Conversion.
The Corporation shall give the Bank irrevocable written notice of each proposed
Installment in form acceptable to Bank not later than 1:00 p.m. (Lubbock, Texas time) one
Business Day before the date of the proposed Installment. Each such notice shall specify (i) the
date of such Installment, which shall be a Business Day, and the amount of such Installment.
Notices received after 1:00 p.m. (Lubbock, Texas time) shall be deemed received on the next
Business Day. The Bank's acceptance of such a request shall be indicated by its funding the
Installment requested. Such Installment shall be made available to the Corporation in
immediately available funds by deposit into the 2007 Loan Fund.
ARTICLE III
REPAYMENT OF THE LOAN
Section 3.01. Financing the Loan.
Subject to the terms and conditions set forth in this Agreement, including without
limitation the conditions set forth in Article IV, and for and in consideration of the payment by
the Corporation of its obligations under the Loan Documents and the covenants and agreements
herein contained, the Bank agrees to advance to and for the sole use and benefit of the
Corporation, in installments (the "Installments") as requested in writing by an Authorized
Officer, an amount equal to the Principal Amount for the exclusive purpose of providing funds to
the Corporation to finance the Infrastructure Project and the Costs of Issuance. The Bank shall
keep a schedule of the installments of Principal Amount advanced to the Corporation pursuant to
this Section 3.01. The proceeds of the Loan, when delivered, shall be deposited to the 2007
Loan Fund. Moneys in the 2007 Loan Fund may be invested at the direction of the Corporation
in the manner permitted by law and by the Corporation's investment policy for the investment of
public funds.
Section 3.02. Repayment Terms.
(a) The Corporation agrees to execute and deliver the Note to the Bank on the
Closing Date.
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(b) The Note shall be dated the Closing Date, in accordance with the terms set forth
in this Section 3.02.
(c) Interest shall accrue and be paid on the outstanding and unpaid Principal Amount
of the Note from the Closing Date at a rate equal to the Base Rate. Interest shall be computed on
the basis of a 360-day year of twelve 30-day months.
(d) On the 15th day of each calendar month commencing September 15, 2007, until
and including August 15, 2008, the Corporation shall pay or cause to be paid to the Bank accrued
interest on that portion of the outstanding and unpaid Principal Amount advanced by the Bank to
the Corporation pursuant to Section 3.01.
(e) On the 15th day of each calendar month commencing September 15, 2008 until
and including August 15, 2013 the Corporation shall pay or cause to be paid to the Bank (i) a
principal payment in an amount equal to (x) the outstanding Principal Amount as of the end of
the day on August 15, 2008 divided by (y) sixty (60) plus (ii) all accrued and unpaid interest,
provided, however, that all of the outstanding and unpaid principal amount on the Note and
accrued but unpaid interest thereon shall be due and payable in full on August 15, 2013. Any
payment made in an amount less than the full amount then due and payable shall be deemed to
constitute a payment of interest to the extent of all accrued but unpaid interest then due and
payable and the remainder of such payment, if any, shall be applied to the reduction of the
outstanding and unpaid principal amount of the Note.
(f) In the event the Corporation shall fail to make any of the payments required in
this Section 3.02, the payment so in default shall bear interest at the interest rate set forth in
subsection (c) of this Section and continue as an obligation of the Corporation until the amount
of default shall have been fully paid.
(g) The Note shall be payable from and secured solely by a first lien on the Pledged
Revenues; provided that the Corporation shall use the Pledged Revenue as well as the Projects of
�- the Corporation to repay the Note upon the occurrence and during the continuation of an Event
of Default.
Section 3.03. Note Payments.
All Note Payments shall be made on the applicable payment date in immediately
available funds and shall be paid to the Bank at the address provided to the Corporation pursuant
to Section 12.02.
Section 3.04. Note Payments Due on Business Days.
If the regularly scheduled due date for a Note Payment is not a Business Day, the due
date for such payment shall be the next succeeding Business Day, and payment made on such
succeeding Business Day shall have the same force and effect as if made on the regularly
scheduled due date.
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Section 3.05. Prepayment of Note.
The Corporation shall have the right to prepay the outstanding principal balance of the
Note, in full at any time or in part from time to time, provided that as conditions precedent to the
Corporation's right to make, and the Bank's obligation to accept, any such prepayment: (i) the
Bank shall have actually received notice thirty (30) days prior providing the amount of principal
which will be prepaid (the "Prepaid Principal") and the date (the "Prepayment Date") on which
the prepayment will be made; (ii) each prepayment of principal shall be in the amount of
Twenty-five Thousand and no/100 Dollars ($25,000) or larger in integral multiple of $1,000
(unless the prepayment retires the outstanding balance of such Note in full); and (iii) each such
prepayment shall be in the amount of 100% of the principal amount to be prepaid, plus accrued
unpaid interest thereon to the date of prepayment, plus any other sums which have become due
to the Bank under such Note on or before the Prepayment Date but have not been paid.
Section 3.06. Limitation on Interest.
All agreements between the Corporation and the Bank, whether now existing or hereafter
arising and whether written or oral, are hereby limited so that in no contingency, whether by
reason of demand, prepayment, or otherwise, shall the interest contracted for, charged, received,
paid or agreed to be paid to the Bank on the Note, exceed the maximum permissible by
applicable law. If, from any circumstances whatsoever, interest on the Note would otherwise be
payable to the Bank in excess of the maximum lawful amount, then the interest payable to the
Bank shall be reduced to the maximum amount permitted under applicable law; and if from any
circumstances the Bank shall ever receive anything of value deemed interest by applicable law in
excess of the maximum lawful amount, an amount equal to any excessive interest shall be
applied to the reduction of the principal of the Note and not to the payment of interest, or if such
excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be
refunded to the Corporation. All interest paid or agreed to be paid on the Note to the Bank shall,
to the extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full period of the Loan until payment in full of the principal so that the interest on
the Note for such full period shall not exceed the maximum amount permitted by applicable law.
This paragraph shall control all agreements between the Corporation and the Bank.
Section 3.07. Limited Obli ag tion.
The obligations of the Corporation hereunder are special limited obligations thereof and
neither the Note nor any instrument related to this Agreement may give a holder a right to
demand payment from any source other than the Economic Development Sales and Use Tax
imposed by Section 4A of the Act prior to an Event of Default.
ARTICLE IV
CONDITIONS TO CLOSING
Section 4.01. Conditions to Closing.
It shall be a prerequisite to the delivery of the Loan Documents to the Bank that the Bank
execute and deliver to the Corporation a certificate in substantially the form attached as
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v.; Exhibit D. The obligation of the Bank to make the Loan shall not become effective until the date
on which each of the following conditions is satisfied (or waived by the Bank):
(a) The Bank shall have received a counterpart of each of the Loan Documents
signed on behalf of the Corporation.
(b) The Bank shall have received a certificate, dated the Closing Date, executed by an
Authorized Officer, to the effect that (i) the representations and warranties of the Corporation
contained in this Agreement are true and correct on the date hereof and on and as of the Closing
Date as if made on the Closing Date; (ii) the Corporation Documents are in full force and effect
and have not been amended or supplemented except as may have been approved in writing by
the Bank; (iii) the Corporation is not in default with respect to any of its outstanding obligations;
(iv) no litigation is pending or, to the best of their knowledge, threatened in any court to restrain
or enjoin the execution and delivery of the Loan Documents or the levy and collection of the
Economic Development Sales and Use Tax or the pledge thereof, or contesting or affecting the
adoption and validity of the Resolution or the authorization, execution and delivery of the
Corporation Documents, or contesting the powers of the Board of Directors of the Corporation;
and (v) no Event of Default has occurred and is continuing.
(c) The Bank shall have received certified copies of resolutions of the Corporation
authorizing execution, delivery and performance of all of the Corporation Documents and
authorizing the borrowing hereunder, along with such certificates of existence, certificates of
good standing.
(d) The Bank shall have received true copies of all organization documents of the
Corporation, including all amendments or supplements thereto.
(e) The Bank shall have received a favorable written opinion of Vinson & Elkins
L.L.P., Dallas, Texas, and McCleskey, Harriger, Brazill & Graf, Lubbock, Texas, in form and
substance acceptable to the Bank and the Corporation. The Corporation hereby requests such
counsel to deliver such opinions.
(f) The Corporation shall have received a favorable written opinion of Field,
Manning, Stone, Hawthorne & Aycock, P.C., Lubbock, Texas, in form and substance acceptable
to the Bank and the Corporation. The Bank hereby requests such counsel to deliver such
opinion.
Section 4.02. Conditions to Each Installment.
The obligation of the Bank to make any Installment is subject to the satisfaction of the
following conditions:
(a) On or before the funding of the first Installment, the Bank shall have received
certified copies of resolutions of the City authorizing execution, delivery and performance of all
of the Corporation Documents and authorizing the borrowing hereunder.
(b) The representations and warranties of the Corporation contained in this
Agreement are true and correct on the date of such Installment except to the extent that such
representation specifically refers to an- earlier date, in which case they shall be true and correct as
of such earlier date.
(c) At the time of and immediately after giving effect to such Installment, no Event of
Default shall.have occurred and be continuing.
ARTICLE V
ADDITIONAL DEBT
Section 5.01. Subordinate Lien Debt.
The Corporation may issue or incur, for any purpose authorized under the Act, bonds,
notes or other obligations payable from and secured in whole or in part by liens on the Pledged
Revenues that are junior and subordinate to the lien on Pledged Revenues securing the payment
of the Loan; provided that both the terms of the debt and the subordination agreement are
acceptable to the Bank.
ARTICLE VI
PLEDGE OF PLEDGED REVENUES
Section 6.01. Pledge of Pledged Revenues.
To secure the prompt payment and performance to Bank of the Obligations, the
Corporation hereby pledges, hypothecates, assigns, charges, delivers, and transfers to the Bank a
continuing security interest in the Pledged Revenues, whether now owned or existing or hereafter
created, acquired or arising and wheresoever located (the "Collateral').
Section 6.02. Obligations Secured by the Collateral.
This Agreement secures the prompt payment and performance in full of all Obligations of
the Corporation now or hereafter existing under this Agreement, the Note and any other Loan
Document, whether for principal, interest, costs, fees, expenses, or otherwise, and all other
obligations the Corporation, now or hereafter owing, howsoever created, arising or evidenced,
whether direct or indirect, absolute or contingent, primary or secondary, fixed or absolute, joint
or several, regardless of how evidenced now or hereafter existing under this Agreement and each
other Loan Document to which it is or may become a party, including all renewals,
rearrangements, increases, extensions for any period, substitutions, modifications, amendments
or supplements in whole or in part of any of the above Loan Documents or Obligations.
Section 6.03. Lien Perfection.
The Corporation hereby authorizes the filing of such UCC-1 financing statements as
required by the Uniform Commercial Code of Texas and agrees to (i) execute such other
instruments, assignments or documents as are necessary to perfect the Bank's liens upon the
Collateral and (ii) take such other action as may be required to perfect or to continue the
perfection of the Bank's lien upon the Collateral, including, but not limited to, establishing a
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µ deposit account at the Bank for the purpose of depositing all tax revenues to be used for
repayment of this debt as specified herein, for purposes of perfection by control of the security
interest granted in such account by Bank.
Section 6.04. Effectiveness of Lien.
(a) The lien and pledge created in this Agreement shall become effective immediately
upon the Closing, and the same shall be continuously effective for so long as the Note is
outstanding.
(b) A fully -executed copy of this Agreement and the proceedings authorizing it shall
be filed among the permanent records of the Corporation. Such records shall be open for
inspection to any member of the general public and to any person proposing to do or doing
business with, or asserting claims against, the Corporation, at all times during regular business
hours.
ARTICLE VII
SPECIAL AGREEMENTS
Section 7.01. Obligations of Corporation Unconditional.
(a) The obligation of the Corporation to make the payments required by Section 3.02
from Pledged Revenues shall be absolute and unconditional. The Corporation shall pay all such
amounts without abatement, diminution or deduction (whether for taxes or otherwise) regardless
of any cause or circumstances whatsoever including, without limitation, any defense, set-off,
recoupment or counterclaim that the Corporation may have or assert against the Bank or any
. other person.
(b) Until such time as the Note is fully paid the Corporation:
(i) will not suspend or discontinue, or permit the suspension or
discontinuance of, any Note Payment;
(ii) will perform and observe all of its other agreements contained in this
Agreement;
(iii) except by full payment and retirement of the Note, will not terminate this
Agreement for any cause;
(iv) will each year provide to the Bank a copy of the Corporation's annual
audit.
Section 7.02. Right to Sell, Assign, Transfer or Grant a Security Interest.
The Corporation hereby expressly permits the Bank to sell any portion of its rights and
obligations pursuant to the Loan Documents to participant banks pursuant to a participation
agreement at any time.
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ARTICLE VIII
REPRESENTATIONS
Section 8.01. Representations and Warranties of Bank.
The Bank represents and warrants to the Corporation, the following:
(a) The Bank is a state banking association duly organized and existing under the
banking laws of the United States of America, and has all necessary power and authority to enter
into and perform this Agreement.
(b) The Bank has taken all actions required to authorize and execute this Agreement
and to perform its obligations hereunder and the execution, delivery and performance by the
Bank of and compliance with the provisions of this Agreement will not conflict with any existing
law, regulation, rule, decree or order or any agreement or other instrument by which the Bank is
bound.
, Section 8.02. Representations by the Corporation.
The Corporation represents, warrants and covenants to the Bank as follows:
(a) The Corporation is a nonprofit industrial development corporation, within the
meaning of Section 4A of the Act, has all of the rights, powers, privileges, authority and
functions given by the general laws of the State to nonprofit corporations incorporated under the
Texas Non -Profit Corporation Act, as amended (Article 1396-1.01 et. seq., Texas Revised Civil
Statutes Annotated), except as otherwise provided in Section 23(a) of the Act, and is authorized
�.. by the Act to execute and to enter into this Agreement and to undertake the transactions
contemplated herein and to carry out its obligations hereunder.
(b) The Corporation has all requisite power, authority and legal right to execute and
deliver the Loan Documents and all other instruments and documents to be executed and
delivered by the Corporation pursuant thereto, to perform and observe the provisions thereof and
to carry out the transactions contemplated by the Loan Documents. All corporate action on the
part of the Corporation which is required for the execution, delivery, performance and
observance by the Corporation of the Loan Documents has been duly authorized and effectively
taken, and such execution, delivery, performance and observation by the Corporation do not
contravene applicable law or any contractual restriction binding on or affecting the Corporation.
(c) The Corporation has duly approved the borrowing of funds from the Bank and
will receive the approval of the City prior to Closing; no other authorization or approval or other
action by, and no notice to or filing with any governmental authority or regulatory body is
required as a condition to the performance by the Corporation of its obligations under any of the
Loan Documents.
(d) The Loan Documents are legally valid and binding obligations of the Corporation
enforceable against the Corporation in accordance with their respective terms.
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j
(e) There is no default of the Corporation in the payment of the principal of or
interest on any of its indebtedness for borrowed money or under any instrument or instruments or
agreements under and subject to which any indebtedness for borrowed money has been incurred
which does or could affect the validity and enforceability of the Loan Documents or the ability of
the Corporation to perform its obligations thereunder, and no event has occurred and is
continuing under the provisions of any such instrument or agreement which constitutes or, with
the lapse of time or the giving of notice, or both, would constitute such a default.
(f) There is no pending or, to the knowledge of the undersigned officers of the
Corporation, threatened action or proceeding before any court, governmental agency or
department or arbitrator (i) to restrain or enjoin the execution or delivery of this Agreement and
the Note or the collection of any Pledged Revenues to pay the Note, (ii) in any way contesting or
affecting the authority for the execution and delivery or the validity of the Loan Documents, or
(iii) in any way contesting the levy of the Economic Development Sales and Use Tax or the
existence of the Corporation or the title or powers of the officers of the Corporation.
(g) In connection with the authorization, execution and delivery of the Loan
Documents, the Corporation has complied with all provisions of the laws of the State, including
the Act.
(h) The execution and delivery of the Loan Documents do not violate any provision
of any instrument or agreement to which the Corporation is a party or by.which it is bound.
(i) The Corporation is not in default under or in violation of the Constitution or any
of the laws of the State relevant to the issuance of the Note or the consummation of the
transactions contemplated hereby or in connection with such issuance, and has duly authorized
the issuance of the Note and the execution and delivery of this Agreement. The Corporation
agrees that it will do or cause to be done in a timely manner all things necessary to preserve and
keep in full force and effect its existence, and to carry out the terms of this Agreement and the
Note.
0) The Corporation shall not incur or permit to exist any other indebtedness other
than that certain unsecured line of credit with American State Bank in the amount of Five
Hundred Thousand and no1100 Dollars ($500,000).
(k) The Corporation has good title to (and has full right and authority to pledge and
assign) all of the Collateral free and clear of all liens except for the liens created by this
Agreement and represents that it has the authority to grant and does intend the Bank to have a
first priority lien in the Pledged Revenues which are to be used to repay the Loan.
(1) The Corporation shall not sell, assign, transfer, pledge, or encumber in any other
manner the Collateral or any of the Projects whether now owned or hereafter acquired by it. The
f` Corporation will warrant and defend the right and title herein granted unto the Bank in and to the
Collateral (and all right, title and interest represented by the Collateral) against the claims and
demands of all persons; provided that the Bank shall provide a release of such negative pledge
within one (1) Business Day after request by the Corporation and receipt by the Bank of a fully-
executed Performance Agreement.
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L
[4
(m) The Corporation shall maintain the Collateral in an account with Bank until the
., Obligations are paid in full.
ARTICLE IX
REMEDIES SECTION
Section 9.01. Remedies Available.
(a) Upon the occurrence of an Event of Default and during the continuance thereof,
the Bank may with notice, declare all Obligations to be forthwith due and payable.
(b) Upon occurrence of any Event of Default specified in clauses (d) and (e) of the
definition of Event of Default, the entire principal amount due under the Note and all interest
then accrued thereon, and any other liabilities of the Corporation hereunder, shall become
automatically and immediately due and payable.
(c) Upon the occurrence, and during the continuation, of any Event of Default, the
Bank is hereby authorized at any time and from time to time, without notice to the Corporation
(any such notice being expressly waived by the Corporation), to set-off and apply any and all
deposits representing Collateral (general or special, time or demand, provisional or final) at any
time held and other indebtedness at any time owed to the Bank to or for the credit or the account
of the Corporation against any and all of the Obligations of the Corporation under the Note and
the other Loan Documents, including this Agreement, although any such Obligations may be
unmatured. Any amount set-off by the Bank shall be applied against the Obligations owed the
Bank by the Corporation pursuant to this Agreement, the Note and the other Loan Documents.
The Bank agrees to promptly notify the Corporation after any such setoff and application,
provided that the failure to give such notice shall not affect the validity of such set-off and
application. The rights of the Bank under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off) which the Bank may have.
Notwithstanding anything to the contrary contained in this Section, the Bank shall give notice to
the Corporation of any Event of Default in accordance with this Agreement.
(d) Upon the occurrence, and during the continuation, of an Event of Default, the
Bank may exercise all of the rights and remedies of a secured party under the UCC or under
other applicable law, and all other legal and equitable rights to which the Bank may be entitled,
all of which rights and remedies shall be cumulative and shall be in addition to any other rights
or remedies contained in this Agreement or any of the other Loan Documents, and none of which
shall be exclusive.
Section 9.02. Application of Money Collected.
Any money collected as a result of the taking of remedial action pursuant to this
Article IX, including money collected as a result of foreclosing the liens of this Agreement, shall
be applied to cure the Event of Default with respect to which such remedial action was taken.
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-a
Section 9.03. Restoration of Rights.
If any action taken as a result of an Event of Default is discontinued or abandoned for any
reason, or is determined adversely to the interests of the Bank, or if an Event of Default is cured,
all parties shall be deemed to be restored to their respective positions and rights under the Loan
Documents as if such Event of Default had not occurred.
Section 9.04. Non -Exclusive Remedies.
No remedy conferred upon or reserved to the Bank by this Agreement is intended to be
exclusive of any other available remedy, and each such remedy shall be in addition to any other
remedy given under this Agreement or the other Loan Documents or now or hereafter existing at
law or in equity.
Section 9.05. Delays.
No delay or omission to exercise any right or power accruing upon any Event of Default
shall impair any such right or power or be construed to be a waiver thereof, and all such rights
and powers may be exercised as often as may be deemed expedient.
Section 9.06. Limitation on Waivers.
If an Event of Default is waived, such waiver shall be limited to the particular Event of
Default so waived and shall not be deemed a waiver of any other Event of Default; provided, that
no waiver of an Event of Default shall be effective unless such waiver is made in writing.
ARTICLE X
103WoreF:1 T-0
Section 10.01. Discharge by Payment.
When the Note has been paid in full or when the Corporation has made payment to the
Bank of the whole amount due or to become due under the Note (including all interest that has
accrued thereon or that may accrue to the date of maturity or prepayment, as applicable), and all
other amounts payable by the Corporation under this Agreement have been paid, the liens of this
Agreement shall be discharged and released, and the Bank, upon receipt of a written request by
the Corporation and the payment by the Corporation of the reasonable expenses with respect
thereto, shall discharge and release the lien of this Agreement and execute and deliver to the
Corporation such releases or other instruments as shall be requisite to release the lien hereof.
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ARTICLE XI
MODIFICATION OF DOCUMENTS
Section 11.01. Amendments Require Consent of Bank.
The Corporation may not amend, or agree or consent to amendment of, the Corporation
Documents without the prior written consent of the Bank.
ARTICLE XII
MISCELLANEOUS
Section 12.01. Term of Agreement.
This Agreement shall become effective upon the date on which each of the conditions set
forth in Section 4.01 are satisfied or waived by the Bank and shall continue in full force and
effect until all obligations of the Corporation under this Agreement and the Note have been fully
paid.
Section 12.02. Notices.
All notices, certificates, or other communications required by or made pursuant to this
Agreement shall be in writing and given by certified or registered United States mail, return
receipt requested, addressed as follows:
(i) if to the Bank:
PlainsCapital Bank
5010 University Avenue
Lubbock, Texas 79413
Attention: Les Eubank
(ii) if to the Corporation:
Lubbock Economic Development Alliance, Inc.
Wells Fargo Center
1500 Broadway 6ch Floor
Lubbock, Texas 79401
a Attention: Chief Executive Officer
(b) The Corporation and the Bank may designate any further or different addresses to
which subsequent notices shall be sent; provided, that, any of such parties shall designate only
one address for such party to receive such notices.
.0 (c) Except as otherwise provided by this Agreement, any communication delivered
by mail in compliance with this section is deemed to have been given as of the date of deposit in
the mail.
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ySection 12.09. Non-r resentation.
THE CORPORATION ACKNOWLEDGES THAT FIELD, MANNING, STONE,
HAWTHORNE & AYCOCK, P.C. IS SPECIAL COUNSEL TO THE BANK UNDER
THIS AGREEMENT AND THAT IT IS NOT COUNSEL TO, NOR DOES IT
REPRESENT THE CORPORATION IN CONNECTION WITH THE TRANSACTIONS
DESCRIBED IN THIS AGREEMENT. The Corporation is relying on separate counsel in the
transaction described herein. The Corporation shall indemnify the Bank against any transfer
taxes, document taxes, assessments or charges made by any governmental authority by reason of
the execution, delivery and filing of the Loan Documents. The obligations of this Section 12.09
shall survive any termination of this Agreement, the expiration of the Loans and the payment of
all Obligations of the Corporation to the Bank hereunder and under the Note.
Section 12.10. Arbitration.
ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES
HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE NOTE, INCLUDING ANY CLAIM BASED ON OR
ARISING FROM AN ALLEGED TORT, SHALL BE DETERMINED BY BINDING
ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR IF
NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND
PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF JUDICIAL.
ARBITRATION AND MEDIATION SERVICES, INC. (J.A.M.S.) AND THE "SPECIAL
RULES" SET FORTH BELOW. IN THE EVENT OF ANY INCONSISTENCY, THE
SPECIAL RULES SHALL CONTROL. JUDGMENT UPON ANY ARBITRATION AWARD
MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY TO THE
AGREEMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED
PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO
WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER
SUCH ACTION.
(a) Special Rules. THE ARBITRATION SHALL BE CONDUCTED IN THE CITY
OF THE CORPORATION'S DOMICILE AT THE TIME OF THIS AGREEMENT'S
EXECUTION AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN
ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM
ADMINISTERING THE ARBITRATION, THEN THE AMERICAN ARBITRATION
ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL BE COMMENCED
WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE
ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO
EXTEND THE COMMENCEMENT OF SUCH HEARING FOR AN ADDITIONAL 60
DAYS.
(b) Reservation of Rights. NOTHING IN THIS AGREEMENT SHALL BE
DEEMED TO (i) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE
STATUTES OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS
AGREEMENT OR THE NOTE; OR (ii) BE A WAIVER BY THE BANK OF THE
PROTECTION AFFORDED TO IT BY 12 U.S.C. § 91 OR ANY SUBSTANTIALLY
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-` EQUIVALENT STATE LAW; OR (iii) LIMIT THE RIGHT OF THE PARTIES HERETO (A)
TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF, OR
(B) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH AS
(BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF MANDAMUS, WRIT OF
POSSESSION OR THE APPOINTMENT OF A RECEIVER. THE PARTIES
MAY EXERCISE SUCH SELF HELP RIGHTS OR OBTAIN SUCH PROVISIONAL OR
ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF ANY
ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS AGREEMENT.
NEITHER THE EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR
MAINTENANCE OF AN ACTION FOR PROVISIONAL OR ANCILLARY REMEDIES
SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE
CLAIMANT IN SUCH ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY
{ OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.
L
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and attested by their respective duly authorized officers as of the date first above written.
LUBBOCK ECONOMIC DEVELOPMENT
ALLIANCE, INC.
By
ee7Gary C. Lawrence
President and Chief Executive Officer
Signature Page for Loan Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and attested by their respective duly authorized officers as of the date first above written.
PLAINSCAPITAL BANK,
a state banking association
By.
Joe' ay
S ' ' r Vice President
Signature Page for Loan Agreement
EXHIBIT A
REAL PROPERTY EXHIBIT FOR LUBBOCK BUSINESS PARK
A-1
EXHIBIT "A"
A 586.151 acre tract of land being Section 7, Block A, Lubbock County, Texas, being further
described as follows:
BEGINNING at a railroad spike found in the North line of Section 7, Block A, at the Northwest
corner of this tract which bears N. 89/45'50" E. a distance of 260.03 feet from the Northwest
corner of Section 7, Block A, Lubbock County, Texas;
THENCE N. 89/45'50" E., along the North line of said Section, a distance of 126.02 feet to a
point at the Northwest corner of a tract of land recorded in Volume 393, Page 505, Deed Records
of Lubbock County, Texas, for a corner of this tract;
THENCE S. 00/14'10" E. (Deed North -South), along the West line of said tract recorded in
Volume 393, Page 505, at 12.00 feet pass a 1/2" iron rod with cap set in reference, continuing for
a total distance of 112.00 feet to a 1/2" iron rod with cap set at the Southwest corner of said tract
recorded in Volume 393, Page 505, for a corner of this tract;
THENCE N. 89/45'50" E. (Deed East-West), along the South line of said tract recorded in
Volume 393, Page 505, a distance of 100.00 feet to a 1/2" iron rod with cap set at the Southeast
corner of said tract recorded in Volume 393, Page 505 for a corner of this tract;
THENCE N. 00/14'10" W. (Deed North -South), along the East line of said tract recorded in
Volume 393, Page 505, at 100.00 feet pass a 1/2" iron rod with cap set in reference, continuing
for a total distance of 112.00 feet to a 1/2" iron rod with cap set in the North line of said Section
7, Block A, at the Northeast corner of said tract recorded in Volume 393, Page 505, for a corner
of this tract;
THENCE N. 89/45'50" E., along the North line of said Section, a distance of 12.75 feet to a point
at the Northwest corner of a tract of land described in Volume 1856, Page 255, Deed Records of
Lubbock, County, Texas, for a corner of this tract;
THENCE S. 00/12'16" E. (Deed S. 00/08'26" W. 122.00 feet), along the West line of said tract
described in Volume 1856, Page 255, at 0.14 feet pass a railroad spike found in reference, at
30.15 feet pass a 3/8" iron rod found in reference,.continuing for a total distance of 122.16 feet to
a 3/8" iron rod found at the Southwest corner of said tract of land recorded in Volume 1856,
Page 255, for a corner of this tract;
THENCE N. 89/48' 18" E. (Deed S. 89/51'34" E.), along the South line of said tract described in
Volume 1856, Page 255, a distance of 117.00 feet to a 1/2" iron rod with cap set at the Southeast
corner of said tract of land recorded in Volume 1856, Page 255, for a corner of this tract;
THENCE N. 00/12'16" W. (Deed N. 00/08'26" E. 122.00 feet), along the East line of said tract of
land recorded in Volume 1856, Page 255, at 92.01 feet pass a 3/8" iron rod found in reference, at
122.02 feet pass a railroad spike found in reference, continuing for a total distance of 122.24 feet
to a point at the Northeast corner of said tract recorded in Volume 1856, Page 255, in the North
line of said Section, for a corner of this tract;
9 ; THENCE N. 89/45'50" E., along the North line of said Section, a distance of 4648.15 feet to a
railroad spike found in the West right-of-way line of North Martin Luther King Jr. Boulevard, in
Warranty Deed to the City of Lubbock in instrument of record in Volume 1489, Page 603, Deed
Records of Lubbock County, Texas, at the Northeast corner of this tract;
THENCE S. 00/23'49" E. (Deed S. 01/55'42" W. 319.88 feet), along the West right-of-way line
of said North Martin Luther King Jr. Boulevard, a distance of 319.17 feet to a 3/8" iron rod
found at a point of intersection;
THENCE Southwesterly, continuing along the West right-of-way line of said North Martin
Luther King Jr. Boulevard, around a curve to the right, said curve having a radius of 5674.58
feet, a central angle of 01/37'03" (Deed 01/37'00"), a chord distance of 160.19 feet (Deed 160.11
feet) and a chord bearing of S. 00/26'08" W. (Deed S. 02/44'12" W.) to a 3/8" iron rod found at a
point of intersection;
THENCE S. 01/13'02" W. (Deed S. 03/3242" W. 1237.52 feet), continuing along the West right-
of-way line of said North Martin Luther King Jr. Boulevard, a distance of 1237.51 feet to a 3/8"
iron rod found at a point of intersection;
THENCE Southwesterly, continuing along the West right-of-way line of said North Martin
Luther King Jr. Boulevard, around a curve to the left, said curve having a radius of 5784.58 feet,
a central angle of 01/3759" (Deed 01/38'00"), a chord distance of 164.86 feet (Deed 164.90 feet)
and a chord bearing of S. 00/26'l 1" W. (Deed S. 02/4342" W.) to a 3/8" iron rod found at a point
of intersection;
THENCE S. 00/25'41" E. (Deed S. 01/5442" W. 1989.74 feet), continuing along the West right-
of-way line of said North Martin Luther King, Jr. Boulevard, a distance of 1989.94 feet to a 3/8"
iron rod found at a point of intersection;
THENCE Southeasterly, continuing along the West right-of-way line of said North Martin
Luther 144ng Jr. Boulevard, around a curve to the left, said curve having a radius of 5784.58 feet,
a central angle of 01/4331" (Deed 01/43'30"), a chord distance of 174.18 feet (Deed 174.15 feet)
and a chord bearing of S. 01/15'41" E. (Deed S. 01/0257" W.) to a 3/8" iron rod with cap found
at a corner of this tract;
THENCE S. 02/08'33" E., continuing along the West right-of-way line of said North Martin
Luther King Jr. Boulevard, a distance of 231.56 feet to a 1/2" iron rod found at the Northeast
corner of Lot 1, Lubbock Fire Department Addition to the City of Lubbock, Lubbock County,
Texas, according to the map, plat and/or dedication deed thereof recorded in Volume 5943, Page
156, Real Property Records of Lubbock County, Texas, at a corner of this tract;
THENCE S. 89/41'40" W. (Plat S. 89/40'40" W.), along the North line of said Lot 1, a distance
of 800.00 feet to a 1/2" iron rod with cap found at the Northwest corner of said Lot 1 at a corner
of this tract;
THENCE S. 00/24'52" E. (Plat S. 00/25'30" E.), along the West line of said Lot 1, a distance of
1000.00 feet to a 1/2" iron rod with cap found at the Southwest corner of said Lot 1, in the North
right-of-way line of East Ursuline Street for the Southernmost Southeast corner of this tract;
g Y
EXHIBIT B
REAL PROPERTY EXHIBIT FOR LUBBOCK RAILPORT
M.
Tract One: THE SURFACE ESTATE ONLY in and to a 170.53-acre tract of land located in
Section 38, Block D, Lubbock County, Texas, being further described as follows:
BEGINNING at a "PK" nail found at the Southwest corner of this tract which bears North
88°33'49" West a distance of 5287.13 feet from the Southeast corner of said Section 38;
THENCE North 01 °04'04" East, along the centerline of a paved county road (old U.S.87), a
distance of 1825.72 feet to a point of intersection;
THENCE Northeasterly, along said centerline, along a curve to the right, said curve having a
radius of 2864.60 feet, a central angle of 10°07'00", a chord bearing of North 06°08'40" East,
and a chord distance of 505.14 feet to a point of intersection;
THENCE North 11 ° 12'08" East, continuing along said centerline a distance of 309.80 feet to a
point of intersection;
THENCE Northeasterly, continuing along said centerline, along a curve to the left, said curve
having a radius of 2864.99 feet, a central angle of 03°37'14", a chord bearing of North 09°24'14"
East, and a chord distance of 181.01 feet to a point of intersection;
THENCE South 88°4627" East, 50.31 feet pass a 1/2" iron rod with cap found in the East right-
of-way line of said county road, continuing for a total distance of 2531.92 feet to a 1/2" iron rod
3 with cap set for the Northeast corner of this tract;
THENCE South 01 ° 13'33" West, at 2773.02 feet pass a 1/2" iron rod with cap found in the
North right-of-way line of FM Highway No. 1294, continuing for a total distance of 2823.02 feet
~" to a point in the South line of said Section 38;
THENCE North 88°33'49" West, along the South line of said Section 38 a distance of 2649.62
feet to the POINT OF BEGINNING.
Tract Two: THE SURFACE ESTATE ONLY in and to a 131.12-acre tract of land located in
Section 38, Block D, Lubbock County, Texas, being the North portion of that 301.648-acre tract
of land recorded in Volume 7108, page 73, Real Property Records of Lubbock County, Texas,
being further described by metes and bounds as follows:
BEGINNING at a cross chiseled on concrete found in the centerline of a paved county road (old
U.S. 87), at the Southwest corner of this tract which bears North 88°3349" West a distance of
5179.77 feet and North 01'26'11" East a distance of 2813.69 feet from the Southeast corner of
said Section 38, Block D, Lubbock County, Texas;
THENCE Northeasterly, along said centerline, along a curve to the left, said curve having a
radius of 2864.99 feet, a central angle of 05°54'38", a chord bearing of North 04°38'18" East,
and a chord distance of 295.42 feet to a point of intersection;
THENCE North 01 °44'07" East, continuing along said centerline a distance of 343.52 feet to a
point of curvature;
THENCE Northeasterly, continuing along said centerline, along a curve to the right, said curve
having a radius of 1432.39 feet, a central angle of 25°00'00", a chord bearing of North 14°05'40"
East, and a chord distance of 620.05 feet to a point of intersection;
THENCE North 26°3744" East, continuing along said centerline a distance of 574.36 feet to a
point of curvature;
THENCE Northeasterly, continuing along said centerline, along a curve to the left, said curve
having a radius of 1273.24 feet, a central angle of 32052'21 ", a chord bearing of North 10012'07"
East, and a chord distance of 720.52 feet to a point of intersection in the North line of said
Section 38;
Declaration of Protective Covenants -Page 14
Y THENCE South 88°44'36" East, along the North line of said Section 38, at 50.41 feet pass a 1/2"
iron rod with cap set in the East right-of-way line of said county road, continuing for a total
distance of 2014.38 feet to a 1/2" iron rod with cap set for the Northeast corner of this tract;
J THENCE South 01 ° 13'33" West, a distance of 2472.32 feet to a 1/2" iron rod with cap found at
the Southwest corner of this tract;
THENCE North 88°46'27" West, a distance of 2531.92 feet to the POINT OF BEGINNING.
FILED AND RECORDED
OFFICIAL PUBLIC RECORDS
-
Kelly Pinion, County Clerk
Lubbock County TEXAS
January 23, 2007 04:03:47 PM
FEE: $67.00 2007002929
Lam'
�•'I.,L4rMWFBtClien11LU.DAkRailPor Oeelamlion oproteviw Covenanu - Lubbock Rail Pon FMB Laesedoe
? Declaration of Protective Covenants - Page 15
EXHIBIT C
Form of Note
LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
FLOATING RATE PROMISSORY NOTE
(MULTIPLE ADVANCE TERM LOAN WITH INTEREST ONLY FOR ONE YEAR THEN
EQUAL PAYMENTS OF PRINCIPAL PLUS ACCRUED INTEREST OVER FIVE YEARS)
NON-NEGOTIABLE AND NON -TRANSFERABLE
PER ANNUM
FLOATING PRINCIPAL
CLOSING DATE MATURITY DATE INTEREST RATE AMOUNT
August 23, 2007 August 15, 2013 Base Rate $7,250,000
The Lubbock Economic Development Alliance, Inc. (the "Corporation"), for value
received, hereby promises to pay to the order of PlainsCapital Bank, Lubbock, Texas in lawful
money of the United States of America the sum of Seven Million Two Hundred Fifty Thousand
Dollars ($7,250,000), or such other lesser amount as is actually advanced to the Corporation
pursuant to Section 3.01 of the Agreement (as hereinafter defined), together with interest, from
the Closing Date set forth above, at the rate set forth above on the unpaid outstanding principal
balance. Capitalized terms used but not defined herein shall have the meaning set forth in the
Agreement.
On the 15th day of each calendar month commencing September 15, 2007, or if any such
date is not a Business Day, on the next succeeding Business Day, until and including August 15,
2008, the Corporation shall pay or cause to be paid to the Bank, in immediately available funds,
accrued interest on that portion of the outstanding and unpaid Principal Amount advanced by the
Bank to the Corporation pursuant to Section 3.01 of the Agreement.
On the 15th day of each calendar month commencing September 15, 2008, or if any such
date is not a Business Day, on the next succeeding Business Day, until and including August 15,
2013 the Corporation shall pay or cause to be paid to the Bank in immediately available funds,
(i) a principal payment in an amount equal to (x) the outstanding Principal Amount as of the end
of the day on August 15, 2008 divided by (y) sixty (60) plus (ii) all accrued and unpaid interest,
provided, however, that all of the outstanding and unpaid Principal Amount and accrued but
unpaid interest thereon shall be due and payable in full on August 15, 2013. Any payment made
in an amount less than the full amount then due and payable shall be deemed to constitute a
payment of interest to the extent of all accrued but unpaid interest then due and payable and the
remainder of such payment, if any, shall be applied to the reduction of the outstanding and
unpaid principal amount of this Note.
In the event the Corporation shall fail to make any of the payments required herein, the
payment so in default shall bear interest at the rate set forth above and continue as an obligation
of the Corporation until the amount in default shall have been fully paid.
C-1
Payments of the amount due hereunder shall be made on the applicable payment dates in
immediately available funds and shall be paid to PlainsCapital Bank, Lubbock, Texas (the
"Bank") at the address provided to the Corporation by such party as required by Section 12.02 of
the Agreement (hereinafter defined). The outstanding principal amount of this Note shall bear
interest at the rate specified above, computed on the basis of a 360-day year of twelve 30-day
months. All principal and interest shall be paid in lawful money of the United States of America,
and all sums received shall be applied first to the satisfaction of interest and the balance to the
reduction of principal.
This Note is the promissory note to be executed in connection with that certain Taxable
Loan and Security Agreement (the "Agreement"), dated as of August 23, 2007, between the
Corporation and the Bank, and is subject to, and is executed in accordance with, all of the terms,
conditions and provisions thereof. A fully executed copy of the Agreement is on file in the
permanent records of the Corporation and is open for inspection to any member of the general
public and to any person proposing to do business with, or asserting claims against, the
Corporation, at all times during regular business hours.
The principal of and interest on this Note is payable from the economic development
sales and use tax imposed by Section 4A of the Development Corporation Act of 1979
Article 5190.6, Texas Revised Civil Statutes, as amended, as described in and subject to the
limitations contained in the Agreement. This Note is payable from and secured solely by a first
lien on the Pledged Revenues and accounts holding such Pledged Revenues.
Except as otherwise provided in the Agreement, the Corporation waives all demands for
payment, presentations for payment, protests, notices of protests, and all other demands and
notices, to the extent permitted by law.
All agreements between the Corporation and holder hereof, whether now existing or
hereafter arising and whether written or oral, are hereby limited so that in no contingency,
whether by reason of demand, prepayment, or otherwise, shall the interest contracted for,
charged, received, paid or agreed to be paid to the holder hereof, exceed the maximum
permissible by applicable law. If, from any circumstances whatsoever, interest would otherwise
be payable to the holder hereof in excess of the maximum lawful amount, then _the interest
payable to the holder hereof shall be reduced to the maximum amount permitted under applicable
law; and if from any circumstances the holder hereof shall ever receive anything of value
deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to
any excessive interest shall be applied to the reduction of the principal hereof and not to the
payment of interest, or if such excessive interest exceeds the unpaid balance of principal hereof,
such excess shall be refunded to the Corporation. All interest paid or agreed to be paid to the
holder hereof shall, to the extent permitted by applicable law, be amortized, prorated, allocated
and spread throughout the full ° period of the subject loan until payment in full of the principal so
that the interest hereon for such full period shall not exceed the maximum amount permitted by
applicable law. This paragraph shall control all agreements between the Corporation and the
holder hereof.
THE LOAN DOCUMENTS (AS DEFINED IN THE AGREEMENT) REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
C-2
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
NEITHER THE STATE OF TEXAS OR ANY POLITICAL SUBDIVISION OR
AGENCY THEREOF SHALL BE OBLIGATED TO THE PRINCIPAL OF OR INTEREST ON
THIS NOTE, EXCEPT TO THE EXTENT THAT THE CORPORATION IS OBLIGATED TO
MAKE THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS NOTE.
3 NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF
TEXAS OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF IS PLEDGED TO
THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS NOTE, EXCEPT TO
THE EXTENT THE CORPORATION HAS PLEDGED THE ECONOMIC DEVELOPMENT
SALES AND USE TAX DESCRIBED ABOVE TO MAKE THE NOTE PAYMENTS.
This Note is non -transferable and non-negotiable; provided, however, the Bank may sell
any portion of its rights and obligations pursuant to the Loan Documents to participant banks
pursuant to a participation agreement at any time.
Pursuant to the Agreement, the Corporation reserves the right to prepay all or any portion
of the outstanding principal amount of this Note in accordance with Section 3.05 of the
Agreement. The Corporation shall give thirty (30) days written notice of any such prepayment to
the Bank. Such notice shall set forth the date of prepayment and, if less than all of the
outstanding principal amount of this Note is to be prepaid, the amount to be prepaid and the
maturity date or dates of such amount.
If a date for the payment of the principal of or interest on the Note is a Saturday, Sunday,
legal holiday, or a day on which the Bank is authorized by law or executive order to close, then
the date for such payment shall be the next succeeding day which is not a Saturday, Sunday,
legal holiday, or day on which such banking institution is authorized to close; and payment on
such date shall have the same force and effect as if made on the original date payment was due.
This Note shall be governed in all respects by the laws of the State of Texas and of the
United States of America.
IN WITNESS WHEREOF, this Note has been duly executed in accordance with law as
of this 23rd day of August, 2007.
LUBBOCK ECONOMIC DEVELOPMENT
ALLIANCE, INC.
Gary C. Lawrence
President and Chief Executive Officer
Secretary
C-3
I-]
EXHIBIT D
CERTIFICATE OF BANK
State of Texas
County of Lubbock
I, the undersigned duly authorized representative of PlainsCapital Bank (the "Bank"),
acknowledge that no official statement or other disclosure or offering document has been
prepared in connection with the execution and delivery to the Bank of that certain taxable
promissory note of the Lubbock Economic Development Alliance. Inc. (the "Corporation") dated
the 23rd day of August, 2007 in the stated principal amount of Seven Million Two Hundred Fifty
Thousand and no/100 Dollars ($7,250,000) (the "Note"). The undersigned represents that the
Bank is a knowledgeable and sophisticated investor with experience in acquiring debt obligations
such as the Note. The undersigned is familiar with the financial condition and affairs of the
Corporation, particularly with respect to its ability to pay economic development sales and use
tax supported obligations such as the Note. The undersigned has received from the Corporation
all information that it has requested in order for it to assess and evaluate the security and source
of payment for the Note. The undersigned is acquiring the Note for its own account and will not
make a public distribution, sale or assignment of the Note. The undersigned acknowledges that
the Note is non-negotiable and non -transferable.
IN WITNESS WHEREOF, I have executed and delivered this Certificate on this 23rd
day of August, 2007.
D-1
PLAINSCAPITAL BANK
By:
Title:
CERTIFICATE FOR RESOLUTION
I, the undersigned Secretary of the Lubbock Economic Development Alliance, Inc.
hereby certify as follows:
1. The Board of Directors (the "Board") convened in a regular meeting on August
20, 2007, at the regular meeting place thereof, and the roll was called of the duly constituted
7 officers and members of said Board, to -wit:
Members
David Alderson, Chairman
Tony Whitehead, Vice -Chairman
Van May, Member
Jon Whitmore, Member
Velma Medina, Member
Mike McDougal, Member
Curtis Griffith, Member
and all of said persons except _ /✓oi✓v� were present, thus constituting a
quorum. Whereupon, among other business, the following was transacted at said meeting: a
written Resolution entitled:
RESOLUTION AUTHORIZING THE LUBBOCK ECONOMIC
DEVELOPMENT ALLIANCE, INC. TO INCUR A LOAN OF
$7,250,000 AND AUTHORIZING THE EXECUTION OF A
LOAN AGREEMENT WITH PLAINSCAPITAL BANK AND
THE EXECUTION AND DELIVERY OF THE PROMISSORY
NOTE PRESCRIBED THEREIN; AUTHORIZING THE
PLEDGE OF SALES AND USE TAX RECEIPTS; AND
RESOLVING OTHER MATTERS IN CONNECTION
THEREWITH
was duly introduced for consideration of said Board of Directors and read in full. It was then
duly moved and seconded that said Resolution be passed; and, after due discussion, said motion,
carrying with it the passage of said Resolution, prevailed and carried by the following vote:
AYES: ✓ NOES: —o— ABSTENTIONS: --0--'
2. A true, full and correct copy of the aforesaid Resolution passed at the meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; said
Resolution has been duly recorded in the official minutes of said Board; the above and foregoing
paragraph is a true, full and correct excerpt from said minutes of said meetings pertaining to the
passage of said Resolution; the persons named in the above and foregoing paragraph, at the time
of said meeting and the passage of said Resolution, were the duly chosen, qualified and acting
officers and members of said Board as indicated therein; each of said officers and members was
duly and sufficiently notified officially and personally in advance, of the time, place and purpose
of the aforesaid meeting and that said Resolution would be introduced and considered for
passage at said meeting, and each of said officers and members consented in advance to the
Dallas 1245021_1.Doc
holding of said meeting for such purpose; and said meeting was open to the public, and public
notice of the time, place and purpose of said meeting was given, all as required by Chapter 551,
Texas Government Code, as amended.
1245021v.1 LUB200/171000
Y-/-
SIGNED this 20' day of 4,6 tl-- , 2007.
Sej�e ary 0
Lu Ock EcVhomic Development Alliance, Inc.
Signature Page for Certificate for Resolution of the Corporation
1245021v.1 LUB200/1
RESOLUTION
RESOLUTION AUTHORIZING THE LUBBOCK ECONOMIC
DEVELOPMENT ALLIANCE, INC. TO INCUR A LOAN OF
$7,250,000 AND AUTHORIZING THE EXECUTION OF A
LOAN AGREEMENT WITH PLAINSCAPITAL BANK AND
THE EXECUTION AND DELIVERY OF THE PROMISSORY
NOTE PRESCRIBED THEREIN; AUTHORIZING THE
PLEDGE OF SALES AND USE TAX RECEIPTS; AND
RESOLVING OTHER MATTERS IN CONNECTION
THEREWITH
WHEREAS, the Lubbock Economic Development Alliance, Inc. (the "Corporation") was
created by the City of Lubbock, Texas (the "City"), pursuant to Section 4A of the Development
Corporation Act of 1979, as amended, Article 5190.6, Texas Revised Civil Statutes Annotated
(the "Act"), for the purpose of financing the costs of one or more projects within the meaning of
the Act; and
WHEREAS, the levy by the City of an economic development sales and use tax for the
benefit of the Corporation under the Act was authorized by a majority of the qualified voters of
the City voting at an election called and held for that purpose; and
WHEREAS, the City has established and levies, maintains and collects on behalf of the
Corporation the economic development sales and use tax pursuant to the Act; and
WHEREAS, upon receipt of the proceeds of the economic development sales and use tax,
the City delivers the proceeds to the Corporation to use in carrying out its functions; and
WHEREAS, the Corporation desires to construct streets and roads, water, electric and gas
utilities improvements, drainage and related improvements, and telecommunications and internet
improvements, as authorized by the Act, to serve the Lubbock Business Park and the Lubbock
Railport (the "Infrastructure Project"), and has found and determined that the Infrastructure
Project is infrastructure necessary to promote and develop new and expanded business
enterprises within the City within the meaning of the Act; and
WHEREAS, there has been presented to the Board of Directors (the "Board") of the
^; Corporation a proposed form of Taxable Loan and Security Agreement (the "Loan Agreement")
between PlainsCapital Bank (the "Bank") and the Corporation, including a promissory note (the
"Note") from the Corporation to the Bank, pursuant to which the Bank will lend $7,250,000 (the
"Loan") to the Corporation;
WHEREAS, the Loan will be equally and ratably secured by and payable from the
proceeds of the economic development sales and use tax;
WHEREAS, the proceeds of such Loan will be used by the Corporation to finance
projects within the meaning of the Act, to wit: to pay costs of the Infrastructure Project and to
pay costs of the loan transaction;
1244935_I.DOC
WHEREAS, the Corporation has found and determined that the execution of the Note
hereinafter authorized is in the public interest and the use of the proceeds thereof in the manner
specified herein constitutes a valid public purpose;
WHEREAS, this Resolution and the resolution of the Council of the City approving this
Resolution together will constitute the written agreement between the Corporation and the City
with respect to the Infrastructure Project;
WHEREAS, it is officially found, determined, and declared that the meeting at which this
Resolution has been adopted was open to the public and public notice of the time, place and
subject matter of the public business to be considered and acted upon at said meeting, including
this Resolution, was given, all as required by the applicable provisions of Chapter 551, Texas
Government Code, as amended;
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
CORPORATION THAT:
- Section 1. The declarations, determinations and findings declared, made and found in
the preamble to this Resolution are hereby adopted, restated and made a part of the operative
provisions hereof.
Section 2. The Corporation hereby determines that the Infrastructure Project will
promote economic development within the City and the State of Texas in order to eliminate
unemployment and underemployment, and to promote and encourage employment and the public
welfare of the citizens of the City, for and on behalf of the City, in accordance with the Act.
Section 3. The Board hereby approves the Loan Agreement and the Note in
substantially the form and substance presented to the Board. The President and CEO of the
Corporation is hereby authorized, for and on behalf of the Corporation, to execute the Loan
Agreement and the Note, and the Secretary of the Corporation or any Assistant Secretary of the
Corporation is authorized and directed, for and on behalf of the Corporation, to attest the Loan
Agreement and the Note, and, upon receipt of all requests and approvals required by the Act,
such officers are hereby authorized to deliver the Loan Agreement and the Note. Upon
execution by the parties thereto and delivery thereof, the Loan Agreement and the Note shall be
binding upon the Corporation in accordance with their respective terms and provisions.
Section 4. The officers executing the Loan Agreement and the Note are hereby
authorized to approve such changes or revisions thereto as they deem advisable; provided that
such changes or revisions do not affect the security for the Loan or place any burdens or
obligations on the Corporation that are contrary to the Act.
Section 5. The Board hereby authorizes and approves the pledge of the economic
development sales and use tax receipts described above for the payment of, and as security for,
the obligations of the Corporation under the Loan Agreement and the Note. NEITHER THE
STATE, THE CITY NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF
SHALL BE OBLIGATED TO PAY THE PRINCIPAL OR INTEREST ON THE NOTE,
EXCEPT TO THE EXTENT THAT THE CORPORATION IS OBLIGATED TO MAKE THE
PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE NOTE. NEITHER THE
-2-
1244935v.1 LUB200/1
FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE, THE CITY, OR ANY
OTHER POLITICAL SUBDIVISION OR AGENCY THEREOF IS PLEDGED TO THE
PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE NOTE, EXCEPT TO
THE EXTENT THE CORPORATION HAS PLEDGED THE ECONOMIC DEVELOPMENT
SALES AND USE TAX TO MAKE THE NOTE PAYMENTS.
Section 6. The proceeds of the Loan, when delivered, shall be deposited to the "2007
Loan Fund," which is hereby created. The Corporation shall use amounts on deposit in the 2007
Loan Fund (i) to pay costs of the Infrastructure Project and (ii) to pay the costs and expenses
incurred by the Corporation with respect to the authorization, execution and delivery of the Loan
Agreement, the Note and this Resolution and all documentation related thereto (the "Costs of
Issuance").
Section 7. The Corporation has sufficient funds to undertake the Infrastructure
Project and to meet any existing obligations of the Corporation, including its expenses of
operation.
Section 8. The Board hereby authorizes and directs the President, for and on behalf
of the Corporation, to engage professionals as necessary to assist the Corporation in various
activities with respect to the consummation of the transactions authorized by this Resolution.
Section 9. The officers of the Corporation are hereby authorized to take all action in
conformity with the Act necessary or reasonably required to consummate the transactions
contemplated by the Loan Agreement, the Note and this Resolution, including, without
limitation, the execution and delivery of any and all instruments, certificates, documents, or
papers necessary to carry out the intent and purposes of the Loan Agreement, the Note and this
Resolution, the form and content of such documents to be approved by the officers executing
such documents.
Section 10. All action not inconsistent with the provisions of this Resolution
heretofore taken by the Board and officers of the Corporation relating to the Loan Agreement
shall be and the same hereby are ratified, approved and confirmed.
Section 11. If any section, paragraph, clause, or provision of this Resolution shall be
held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph,
clause, or provision shall not affect any of the remaining provisions of this Resolution. In case
any obligation of the Corporation authorized or established by this Resolution 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 Corporation to the fullest extent permitted by law.
-3-
1244935v.1 LUB200/1
Approved and adopted this /91,w La 2007.
LUBBOCK ECONOMIC DEVELOPMENT
ALLIANCE, INC.
By:
Ch it nan, a o Directors
ATTEST:
�--
S&ary6/
Signature Page to Resolution of Corporation
1244935v.1 LUB200/1
f
WHEREAS, the Loan will be secured by and payable from the proceeds of the economic
development sales and use tax;
WHEREAS, this City Council has reviewed the Corporation Resolution and, by adoption
of this resolution, intends to approve the Corporation Resolution and the terms thereof, the Loan,
the plan of financing established and approved by the Corporation Resolution, the Loan
Agreement and the Note; and to make the findings required by the Act to approve the
Infrastructure Project;
WHEREAS, it is deemed necessary and in the best interest of the City that this
Resolution be adopted; and
WHEREAS, it is officially found, determined, and declared that the meeting at which this
Resolution has been adopted was open to the public and public notice of the time, place and
subject matter of the public business to be considered and acted upon at said meeting, including
this Resolution, was given, all as required by the applicable provisions of Chapter 551, Texas
Government Code, as amended;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF LUBBOCK, TEXAS:
Section 1. The declarations, determinations and findings declared, made and found in
the preamble to this Resolution are hereby adopted, restated and made a part of the operative
provisions hereof.
Section 2. In accordance with the provisions of the Act, the Corporation Resolution,
a copy of which is attached hereto as Exhibit A and made a part hereof for all purposes, is hereby
specifically approved.
Section 3. In accordance with the provisions of the Act, the programs and
expenditures of the Corporation authorized by the Corporation Resolution with respect to the
Loan Agreement, including without limitation the execution and delivery of the Loan Agreement
and the Note and the pledge of the economic development sales and use tax to the payment of the
Corporation's obligations thereunder and the payment of the costs and expenses related thereto,
are hereby specifically approved.
Section 4. The officers of the Corporation, the Mayor, the City Secretary and other
appropriate City officials are hereby authorized to take all action in conformity with the Act
necessary or reasonably required to consummate the transactions contemplated by this
Resolution, including, without limitation, the execution and delivery of any and all instruments,
certificates, documents or papers necessary to carry out the intents and purposes of this
Resolution, the form and content of such documents to be approved by the officials executing
such documents. All action (not inconsistent with the provisions of this Resolution) heretofore
taken by those officials and by the City Council directed toward the Infrastructure Project, the
Loan Agreement, and the Note, shall be and the same hereby are, ratified, approved, and
confirmed.
1287843v.1 LUB330/71000
r--� F^-� �~�~ r~--� ��-� �-~� �--� r--- --- ---- F--- [__� ---- �--1 -�-- r--- -^-- ---7 ---_
Section 5. This Resolution in no respect creates any liability or obligation of the City
for payment of the obligations created by the Loan Agreement or the Note. NEITHER THE
STATE, THE CITY NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF
t SHALL BE OBLIGATED TO PAY THE PRINCIPAL OR INTEREST ON THE NOTE,
EXCEPT TO THE EXTENT THAT THE CORPORATION IS OBLIGATED TO MAKE THE
PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE NOTE. NEITHER THE
FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE, THE CITY, OR ANY
OTHER POLITICAL SUBDIVISION OR AGENCY THEREOF IS PLEDGED TO THE
PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE NOTE, EXCEPT TO
THE EXTENT THE CORPORATION HAS PLEDGED THE ECONOMIC DEVELOPMENT
SALES AND USE TAX TO MAKE THE NOTE PAYMENTS.
I
Section 6. If any section, paragraph, clause, or provision of this Resolution shall be
held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph,
clause, or provision shall not affect any of the remaining provisions of this Resolution.
-3-
1287843v.1 LUB330/71000
PASSED AND APPROVED this � day of August, 2007.
David A. Miller, Mayor
ATTEST:
Rebotca Garza, City Secretary
APPROVED AS TO FORM:
If A
B4rT
r
Y•
Je , Bond C set
Signature Page for Resolution of City
1287843v.1 L UB330171000
10,140611,911 MA
CORPORATION RESOLUTION
(See Attached)
A-1
1287843v.1 LUB330171000
t_
EXHIBIT A
RESOLUTION
RESOLUTION AUTHORIZING THE LUBBOCK ECONOMIC
DEVELOPMENT ALLIANCE, INC. TO INCUR A LOAN OF
$7,250,000 AND AUTHORIZING THE EXECUTION OF A
LOAN AGREEMENT WITH PLAINSCAPITAL BANK AND
THE EXECUTION AND DELIVERY OF THE PROMISSORY
NOTE PRESCRIBED THEREIN; AUTHORIZING THE
PLEDGE OF SALES AND USE TAX RECEIPTS; AND
RESOLVING OTHER MATTERS IN CONNECTION
THEREWITH
WHEREAS, the Lubbock Economic Development Alliance, Inc. (the "Corporation") was
created by the City of Lubbock, Texas (the "City"), pursuant to Section 4A of the Development
Corporation Act of 1979, as amended, Article 5190.6, Texas Revised Civil Statutes Annotated
(the "Act"), for the purpose of financing the costs of one or more projects within the meaning of
the Act; and
WHEREAS, the levy by the City of an economic development sales and use tax for the
benefit of the Corporation under the Act was authorized by a majority of the qualified voters of
the City voting at an election called and held for that purpose; and
WHEREAS, the City has established and levies, maintains and collects on behalf of the
Corporation the economic development sales and use tax pursuant to the Act; and
WHEREAS, upon receipt of the proceeds of the economic development sales and use tax,
the City delivers the proceeds to the Corporation to use in carrying out its functions; and
WHEREAS, the Corporation desires to construct streets and roads, water, electric and gas
utilities improvements, drainage and related improvements, and telecommunications and internet
improvements, as authorized by the Act, to serve the Lubbock Business Park and the Lubbock
Railport (the "Infrastructure Project"), and has found and determined that the Infrastructure
' Project is infrastructure necessary to promote and develop new and expanded business
enterprises within the City within the meaning of the Act; and
WHEREAS, there has been presented to the Board of Directors (the "Board") of the
Corporation a proposed form of Taxable Loan and Security Agreement (the "Loan Agreement")
between PlainsCapital Bank (the "Bank") and the Corporation, including a promissory note (the
"Note) from the Corporation to the Bank, pursuant to which the Bank will lend $7,250,000 (the
"Loan") to the Corporation;
WHEREAS, the Loan will be equally and ratably secured by and payable from the
proceeds of the economic development sales and use tax;
i WHEREAS, the proceeds of such Loan will be used by the Corporation to finance
projects within the meaning of the Act, to wit: to pay costs of the Infrastructure Project and to
pay costs of the loan transaction;
12449353.DM
[J
WHEREAS, the Corporation has found and determined that the execution of the Note
hereinafter authorized is in the public interest and the use of the proceeds thereof in the manner
specified herein constitutes a valid public purpose;
WHEREAS, this Resolution and the resolution of the Council of the City approving this
Resolution together will constitute the written agreement between the Corporation and the City
with respect to the Infrastructure Project;
WHEREAS, it is officially found, determined, and declared that the meeting at which this
.. ; Resolution has been adopted was open to the public and public notice of the time, place and
subject matter of the public business to be considered and acted upon at said meeting, including
this Resolution, was given, all as required by the applicable provisions of Chapter 551, Texas
Government Code, as amended;
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
CORPORATION THAT:
Section 1. The declarations, determinations and findings declared, made and found in
the preamble to this Resolution are hereby adopted, restated and made a part of the operative
provisions hereof.
Section 2. The Corporation hereby determines that the Infrastructure Project will
promote economic development within the City and the State of Texas in order to eliminate
unemployment and underemployment, and to promote and encourage employment and the public
welfare of the citizens of the City, for and on behalf of the City, in accordance with the Act.
Section 3. The Board hereby approves the Loan Agreement and the Note in
substantially the form and substance presented to the Board. The President and CEO of the
Corporation is hereby authorized, for and on behalf of the Corporation, to execute the Loan
Agreement and the Note, and the Secretary of the Corporation or any Assistant Secretary of the
Corporation is authorized and directed, for and on behalf of the Corporation, to attest the Loan
Agreement and the Note, and, upon receipt of all requests and approvals required by the Act,
such officers are hereby authorized to deliver the Loan Agreement and the Note. Upon
execution by the parties thereto and delivery thereof, the Loan Agreement and the Note shall be
binding upon the Corporation in accordance with their respective terms and provisions.
Section 4. The officers executing the Loan Agreement and the Note are hereby
authorized to approve such changes or revisions thereto as they deem advisable; provided that
such changes or revisions do not affect the security for the Loan or place any burdens or
obligations on the Corporation that are contrary to the Act.
Section 5. The Board hereby authorizes and approves the pledge of the economic
development sales and use tax receipts described above for the payment of, and as security for,
the obligations of the Corporation under the Loan Agreement and the Note. NEITHER THE
STATE, THE CITY NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF
SHALL BE OBLIGATED TO PAY THE PRINCIPAL OR INTEREST ON THE NOTE,
EXCEPT TO THE EXTENT THAT THE CORPORATION IS OBLIGATED TO MAKE THE
PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE NOTE. NEITHER THE
-2-
1244935v.1 LUB200/1
FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE, THE CITY, OR ANY
OTHER POLITICAL SUBDIVISION OR AGENCY THEREOF IS PLEDGED TO THE
PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE NOTE, EXCEPT TO
THE EXTENT THE CORPORATION HAS PLEDGED THE ECONOMIC DEVELOPMENT
SALES AND USE TAX TO MAKE THE NOTE PAYMENTS.
Section 6. The proceeds of the Loan, when delivered, shall be deposited to the "2007
Loan Fund," which is hereby created. The Corporation shall use amounts on deposit in the 2007
Loan Fund (i) to pay costs of the Infrastructure Project and (ii) to pay the costs and expenses
incurred by the Corporation with respect to the authorization, execution and delivery of the Loan
Agreement, the Note and this Resolution and all documentation related thereto (the "Costs of
Issuance").
Section 7. The Corporation has sufficient funds to undertake the Infrastructure
Project and to meet any existing obligations of the Corporation, including its expenses of
operation.
Section 8. The Board hereby authorizes and directs the President, for and on behalf
�., of the Corporation,, to engage professionals as necessary to assist the Corporation in various
activities with respect to the consummation of the transactions authorized by this Resolution.
Section 9. The officers of the Corporation are hereby authorized to take all action in
conformity with the Act necessary or reasonably required to consummate the transactions
contemplated by the Loan Agreement, the Note and this Resolution, including, without
limitation, the execution and delivery of any and all instruments, certificates, documents, or
papers necessary to carry out the intent and purposes of the Loan Agreement, the Note and this
Resolution, the form and content of such documents to be approved by the officers executing
such documents.
Section 10. All action not inconsistent with the provisions of this Resolution
heretofore taken by the Board and officers of the Corporation relating to the Loan Agreement
shall be and the same hereby are ratified, approved and confirmed.
Section 11. If any section, paragraph, clause, or provision of this Resolution shall be
held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph,
clause, or provision shall not affect any of the remaining provisions of this Resolution. In case
any obligation of the Corporation authorized or established by this Resolution 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 Corporation to the fullest extent permitted by law.
-3-
1244935v.1 LUB200/1
I
L
Approved and adopted this A—t,c,'j3-r- 2007.
LUBBOCK ECONOMIC DEVELOPMENT
ALLIANCE, INC.
By: A
Chaft'm �,B Vo-Mirectors
ATTEST:
S( _�hary
Signature Page to Resolution of Corporation
I', 1244935v.1 LUB200/1
LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
FLOATING RATE PROMISSORY NOTE
(MULTIPLE ADVANCE TERM LOAN WITH INTEREST ONLY FOR ONE YEAR
THEN EQUAL PAYMENTS OF PRINCIPAL PLUS ACCRUED INTEREST OVER
FIVE YEARS)
NON-NEGOTIABLE AND NON -TRANSFERABLE
PER ANNUM
FLOATING PRINCIPAL
CLOSING DATE MATURITY DATE INTEREST RATE AMOUNT
August 23, 2007 August 15, 2013 Base Rate $7,250,000
The Lubbock Economic Development Alliance, Inc. (the "Corporation"), for
value received hereby promises to a to the order of PlainsCa ital Bank, Lubbock,
Y P pay p.
Y Texas in lawful money of the United States of America the sum of Seven Million Two
Hundred Fifty Thousand Dollars ($7,250,000), or such other lesser amount as is actually
advanced to the Corporation pursuant to Section 3.01 of the Agreement (as hereinafter
defined), together with interest, from the Closing Date set forth above, at the rate set forth
above on the unpaid outstanding principal balance. Capitalized terms used but not
defined herein shall have the meaning set forth in the Agreement.
On the 15th day of each calendar month commencing September 15, 2007, or if
any such date is not a Business Day, on the next succeeding Business Day, until and
including August 15, 2008, the Corporation shall pay or cause to be paid to the Bank, in
immediately available funds, accrued interest on that portion of the outstanding and
unpaid Principal Amount advanced by the Bank to the Corporation pursuant to
Section 3.01 of the Agreement.
On the 15th day of each calendar month commencing September 15, 2008, or if
any such date is not a Business Day, on the next succeeding Business Day, until and
including August 15, 2013 the Corporation shall pay or cause to be paid to the Bank in
immediately available funds, (i) a principal payment in an amount equal to (x) the
outstanding Principal Amount as of the end of the day on August 15, 2008 divided by (y)
sixty (60) plus (ii) all accrued and unpaid interest, provided, however, that all of the
outstanding and unpaid Principal Amount and accrued but unpaid interest thereon shall
be due and payable in full on August 15, 2013. Any payment made in an amount less
than the full amount then due and payable shall be deemed to constitute a payment of
interest to the extent of all accrued but unpaid interest then due and payable and the
remainder of such payment, if any, shall be applied to the reduction of the outstanding
and unpaid principal amount of this Note.
Page 1 of 5 v '
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ri
In the event the Corporation shall fail to make any of the payments required
herein, the payment so in default shall bear interest at the rate set forth above and
continue as an obligation of the Corporation until the amount in default shall have been
fully paid.
Payments of the amount due hereunder shall be made on the applicable payment
dates in immediately available funds and shall be paid to PlainsCapital Bank, Lubbock,
Texas (the "Bank") at the address provided to the Corporation by such party as required
by Section 12.02 of the Agreement (hereinafter defined). The outstanding principal
amount of this Note shall bear interest at the rate specified above, computed on the basis
of a 360-day year of twelve 30-day months. All principal and interest shall be paid in
lawful money of the United States of America, and all sums received shall be applied first
to the satisfaction of interest and the balance to the reduction of principal.
This Note is the promissory note to be executed in connection with that certain
Taxable Loan and Security Agreement (the "Agreement'), dated as of August 23, 2007,
between the Corporation and the Bank, and is subject to, and is executed in accordance
with, all of the terms, conditions and provisions thereof. A fully executed copy of the
Agreement is on file in the permanent records of the Corporation and is open for
_ . gr. P rp p
•.3 inspection to any member of the general public and to any person proposing to do
[ - business with, or asserting claims against, the Corporation, at all times during regular
business hours.
The principal of and interest on this Note is payable from the economic
development sales and use tax imposed by Section 4A of the Development Corporation
Act of 1979 Article 5190.6, Texas Revised Civil Statutes, as amended, as described in
and subject to the limitations contained in the Agreement. This Note is payable from and
secured solely by a first lien on the Pledged Revenues and accounts holding such Pledged
Revenues.
Except as otherwise provided in the Agreement, the Corporation waives all
demands for payment, presentations for payment, protests, notices of protests, and all
other demands and notices, to the extent permitted by law.
All agreements between the Corporation and holder hereof, whether now existing
"
or hereafter arising and whether written or oral, are hereby limited so that in no
_
contingency,whether b reason of demandprepayment, or otherwise, shall the interest
Y �
contracted for, charged, received, paid or agreed to be paid to the holder hereof, exceed'
the maximum permissible by applicable law. If, from any circumstances whatsoever,
3 interest would otherwise be to the holder hereof in excess of the maximum
payable
6
-
—;
lawful amount, then the interest payable to the holder hereof shall be reduced to the
maximum amount permitted under applicable law; and if from any circumstances the
..
N
Page 2 of 5
0
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holder hereof shall ever receive anything of value deemed interest by applicable law in
excess of the maximum lawful amount, an amount equal to any excessive interest shall be
applied to the reduction of the principal hereof and not to the payment of interest, or if
such excessive interest exceeds the unpaid balance of principal hereof, such excess shall
be refunded to the Corporation. All interest paid or agreed to be paid to the holder hereof
shall, to the extent permitted by applicable law, be amortized, prorated, allocated and
spread throughout the full period of the subject loan until payment in full of the principal
so that the interest hereon for such full period shall not exceed the maximum amount
permitted by applicable law. This paragraph shall control all agreements between the
Corporation and the holder hereof.
THE LOAN DOCUMENTS (AS DEFINED IN THE AGREEMENT)
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
- NEITHER THE STATE OF TEXAS OR ANY POLITICAL SUBDIVISION OR
•-3 AGENCY THEREOF SHALL BE OBLIGATED TO THE PRINCIPAL OF OR
{ - INTEREST ON THIS NOTE, EXCEPT TO THE EXTENT THAT THE
_ CORPORATION IS OBLIGATED TO MAKE THE PAYMENT OF THE PRINCIPAL
OF AND INTEREST ON THIS NOTE. NEITHER THE FAITH AND CREDIT NOR
--� THE TAXING POWER OF THE STATE OF TEXAS OR ANY POLITICAL
SUBDIVISION OR AGENCY THEREOF IS PLEDGED TO THE PAYMENT OF THE
" PRINCIPAL OF OR INTEREST ON THIS NOTE, EXCEPT TO THE EXTENT THE
CORPORATION HAS PLEDGED THE ECONOMIC DEVELOPMENT SALES AND
USE TAX DESCRIBED ABOVE TO MAKE THE NOTE PAYMENTS.
This Note is non -transferable and non-negotiable; provided, however, the Bank
may sell any portion of its rights and obligations pursuant to the Loan Documents to
participant banks pursuant to a participation agreement at any time.
_; Pursuant to the Agreement, the Corporation reserves the right to prepay all or any
portion of the outstanding principal amount of this Note in accordance with Section 3.05
of the Agreement. The Corporation shall give thirty (30) days written notice of any such
= •.3 prepayment to the Bank. Such notice shall set forth the date of prepayment and, if less
than all of the outstanding principal amount of this Note is to be prepaid, the amount to
be prepaid and the maturity date or dates of such amount.
If a date for the payment of the principal of or interest on the Note is a Saturday,
Sunday, legal holiday, or a day on which the Bank is authorized by law or executive
r
r
GENERAL CERTIFICATE OF THE CORPORATION
THE UNDERSIGNED duly elected Chairman of the Board of Directors (the "Board") of
the Lubbock Economic Development Alliance, Inc. (the "Corporation") and duly appointed
President and Chief Executive Officer and Secretary of the Corporation, hereby certify as
follows:
Except where a different meaning is supplied, all capitalized terms used in this
Certificate, including this paragraph, have the same meanings as defined in that certain Taxable
Loan and Security Agreement dated as of August 23, 2007 (the "Loan Agreement") by and
between the Corporation and PlainsCapital Bank (the "Bank"), approved pursuant to a resolution
(the "Resolution") of the Corporation adopted August 20, 2007.
This Certificate relates to the execution and delivery of the Loan Agreement and a
Promissory Note (the "Note") and is executed for the benefit of the Bank and all interested
parties.
Attached hereto as "Exhibit A" is a true, correct and complete copy of the Corporation's
Articles of Incorporation (as amended, if amended) which Articles of Incorporation are in full
force and effect on and as of the date hereof without modification or amendment in any respect
except as attached hereto.
Attached hereto as "Exhibit B" is a true, correct and complete copy of the Corporation's
Bylaws, as amended, which Bylaws are in full force and effect on and as of the date hereof
without modification or amendment in any respect except as attached hereto.
Attached hereto as Exhibit "C" hereto is a true and correct copy of a certificate of the
Secretary of State of the State of Texas evidencing the continued existence of the Corporation.
Attached hereto as Exhibit "D" is the Certificate of the Texas Comptroller of Public
Accounts evidencing that the Corporation is an organization exempt from the payment of
franchise taxes and is in good standing with the State of Texas.
As of the date hereof, (a) the Corporation is in existence and in corporate and tax good
standing in the State of Texas, (b) the Corporation does not owe franchise taxes or other taxes
required to maintain its corporate existence and no franchise tax reports are due, and (c) no
proceedings are pending for forfeiture of the Corporation's Articles of Incorporation or for its
dissolution either voluntarily or, to our knowledge, involuntarily.
All proceedings relating to the Loan Agreement and the Note have been held in
compliance with Chapter 551, TEX. GOWT CODE ANN., as amended, and due notice of all
meetings has been given to the Board in accordance with the Bylaws of the Corporation.
Attached hereto as Exhibit "E" is a true, correct and complete copy of the Resolution.
The Resolution is and remains on this date in full force and effect and has not been repealed,
amended, modified, revoked or rescinded. No other or further corporate action by or on behalf
of the Corporation is necessary or appropriate to authorize the execution, delivery and
performance of the Loan Agreement, the Note or the Resolution (the "Financing Documents").
As of all dates on which the Corporation took action with respect to the Loan Agreement
and the Note the following persons were and now are the duly appointed and qualified members
and officers of the Board, to -wit:
Boardmembers
David Alderson, Chairman
Tony Whitehead, Vice -Chairman
Van May, Member
Jon Whitmore, Member
Velma Medina, Member
Mike McDougal, Member
Curtis Griffith, Member
That as of all dates on which the Corporation took action with respect to the Loan
Agreement and the Note the following persons were and are the duly appointed and qualified
officers of the Corporation, having been duly elected or appointed, to -wit:
Officer Office
Gary C. Lawrence President and Chief Executive Officer
Kenny McKay First Vice President
Jana Johnston Second Vice President, Chief Financial Officer,
Secretary/Treasurer and Privacy Officer
None of the Pledged Revenues has been pledged or encumbered to the payment of any
debt or obligation of the Corporation.
The Economic Development Sales and Use Tax has been collected at the rate of 1/8 of
1% for the benefit of the Corporation by retailers and other affected persons, corporations and
other entities since 2004 to the extent, in the manner and on the transactions, sales and services
within the boundaries of the City required by law, and revenues from such tax have been
remitted to the City for the benefit of the Corporation.
The Board has taken no action that would constitute a breach or violation of any of the
covenants and provisions of the Resolution, the Loan Agreement or the Note.
As of the date hereof, the Financing Documents: (a) have been properly executed by the
Corporation, and due performance thereof has been authorized by the Corporation, (b) are in
substantially the form as approved by or on behalf of the Corporation, and (c) are in full force
and effect, and have not been amended, modified, supplemented or rescinded.
-2-
iii The terms and performance of the Financing Documents by the Corporation are not in
conflict with the Articles of Incorporation or Bylaws of the Corporation or any other instrument
or restriction to which the Corporation is a party or subject.
All agreements, conditions and requirements to be performed or complied with by the
Corporation under the Financing Documents, and under or with respect to any other agreements
or instruments, or any applicable law, which would constitute a condition precedent to the
performance by the Corporation of its obligations to execute and deliver the Loan Agreement
and the Note, have been performed or complied with.
There is no litigation pending or, to our knowledge, threatened against or affecting the
Corporation: (A) to restrain or enjoin the issuance or delivery of either the Loan Agreement or
the Note, the application of the proceeds thereof, or the payment, collection or application of
monies received by the Corporation for the payment of the Note (B) in any way contesting or
affecting any authority for or the validity of the Loan Agreement, the Note or the Resolution; or
(C) in any way contesting the existence of the Corporation or affecting the authority or titles of
the present officers and directors of the Corporation.
That we the undersigned President and Chief Executive Officer and Secretary of the
Corporation have officially executed the Loan Agreement by our manual signatures and we
hereby declare on behalf of the other that such signatures constitute our true and correct
signatures and that we are the duly authorized President and Chief Executive Officer and
Secretary authorized to sign on behalf of the Corporation.
The representations and warranties of the Corporation contained in the Loan Agreement
are true, complete and correct on and as of the date of Closing as if made on the date of Closing.
The proceeds of the Loan shall be used to pay costs of the Infrastructure Project (as
defined in the Resolution) and to pay the costs of the loan transaction.
[Execution Page Follows]
�._._ -3-
TO CERTIFY WHICH, we have manually executed anc� have consented to the delivery
of this Certificate for the purposes stated on and as of this �G/day of c !!!�; 2007.
Chai an, B o Directors
4i4dent and Chief Executive Officer
S c etary
STATE OF TEXAS §
COUNTY OF LUBBOCK §
BEFORE ME, the undersigned authority, on this day personally appeared David
Alderson, Chairman, Gary C. Lawrence, President and Chief Executive Officer, and Jana
Johnston, Secretary, of the Lubbock Economic Development Alliance, Inc., known to me to be
the person whose names are subscribed to the foregoing instrument in my presence, and known
to me to be the respective Chairman, President and Secretary of the Lubbock Economic
Development Alliance, Inc..
GIVEN UNDER MY HAND AND SEAL OF OFFICE this G%
[SEAL]
LWA It DAVIS Notary Public
t Nay Pubic, St&W of T
i
General Certificate of Corporation
EXHIBIT A
Articles of Incorporation
A-1
Corporations Section
P.O.Box 13697
Austin, Texas 78711-3697 �u
Office of the Secretary of State
Phil Wilson
Secretary of State
The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and
correct copy of each document on file in this office as described below:
Lubbock Economic Development Alliance, Inc.
Filing Number: 800348596
Articles of Incorporation June 01, 2004
s
In testimony whereof, I have hereunto signed my name
officially and caused to be impressed hereon the Seal of
State at my office in Austin, Texas on August 03, 2007.
1114 Av6�
Phil Wilson
Secretary of State
Come visit us on the intemet athttp://www.sos.state.L-c.us!
Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services
Prepared by: SOS -WEB TID: 10266 Document: 180882710003
n the FILED
I
Secretary Office of the
ARTICLES OF INCORPORATION ry of State of Texas
OF JUN 01 2004
LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INCrPoratioits Section
WE, THE UNDERSIGNED natural persons, not less than three in number, each of whom
is at least 18 years of age, and each of whom is a qualified voter of the City of Lubbock, Texas
(the "City'), acting as incorporators of a public instrumentality and non-profit industrial
development corporation under the Development Corporation Act of 1979, as amended, Article
5190.6 Tex. Rev. Civ. Stat. Ann., as amended (the "Act'), with the approval of the City Council
of the City (the "City Council"), do hereby adopt the following Articles of Incorporation for the
Corporation:
ARTICLE ONE
The name of the Corporation is "Lubbock Economic Development Alliance, Inc." (the
"Corporation').
ARTICLE TWO
The Corporation is a non-profit industrial development corporation under the Act and is
governed by Section 4A of the Act. Upon dissolution, all of the Corporation's assets shall be
distributed to the City.
ARTICLE THREE
Subject to the provisions of the Act, the period of duration of the Corporation is
perpetual.
ARTICLE FOUR
(a) The Corporation shall have and may exercise all of the powers described in the
Act, and to the fullest extent allowed by law, the Corporation shall additionally have and may
exercise all of the rights of a Corporation under the Texas Non -Profit Corporation Act, as
amended, Article 1396.101 et seq Tex.Rev.Civ.Stat.Ann. (the "Texas Non -Profit Corporation
Act'). In addition, and without limiting the foregoing, the exclusive purpose of the Corporation
shall be the promotion of the social welfare of the City, through the following:
1. Retain and expand existing jobs and businesses in Lubbock;
2. Attract new industry and businesses to Lubbock;
3. Promote long term employment opportunities for Lubbockites;
4. Promote and develop industrial and manufacturing enterprises in order to
eliminate unemployment and underemployment;
5. Promote the common good and general welfare of the people of the City;
6. Any other purpose promoting social welfare through economic
development, which is not inconsistent with the Act and applicable
sections of the Internal Revenue Code of 1986, as amended (the "IRC").
(b) The Corporation shall consider the impact on any local business before providing
an incentive to any corporation or entity.
(c) In the fulfillment of its corporate purpose, the Corporation shall have the power to
provide financing to pay the costs of Projects, as defined in the Act, as amended, through the
issuance of bonds, notes, and other forms of debt instruments, and to acquire, maintain, and lease
or sell property, and interests therein, all to be done and accomplished on behalf of the
Corporation and for its benefit and to accomplish its public purposes as its duly constituted
authority and public instrumentality, pursuant to the Act and under, and within the meaning of,
the applicable regulations of the United States Treasury Department and the rulings of the
Internal Revenue Service of the United States prescribed and promulgated under and, pursuant to
the IRC.
ARTICLES OF INCORPORATION PAGE Z OF 10
THE LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE. INC.
(d) In the fulfillment of its corporate purpose, the Corporation shall have and may
exercise the powers described in Paragraph (c) of this Article, together with all of the other
powers granted to corporations that are incorporated under the Act and that are governed by
Section 4A thereof, and, to the extent not in conflict with the Act, the Corporation shall
additionally have and may exercise all of the rights, powers, privileges, authorities, and functions
given by the general laws of Texas to non-profit corporations under the Texas Non -Profit
Corporation Act.
(e) The Corporation is a corporation having the purposes and powers permitted by the
Act, pursuant to the authority granted in Article 11I, Section 52-a of the Texas Constitution, but
the Corporation is not a political subdivision or a political corporation, and the Corporation shall
not exercise any of the powers of sovereignty of the City, including the power to tax (except for
the power to receive and use the sales and use taxes specified in Section 4A of the Act).
However, the Corporation may exercise the power of eminent domain, if granted by the City
Council. For the purposes of the Texas Tort Claims Act, as amended, Texas Civil Practice and
Remedies Code, Section 101.001 et. seq. (the "Texas Tort Claims Act"), the Corporation is a
governmental unit and its actions are governmental functions.
(f) No agreements, bonds, notes, or other debt instruments or other obligations,
contracts, or agreements of the Corporation are or shall ever be deemed to be or constitute the
agreements, bonds, notes, or other debt instruments or other obligations, or the lending of credit,
or a grant of the public money or things of value, of, belonging to, or by the City or any other
political corporation, subdivision or agency of the State of Texas, or a pledge of the faith and
credit of any of them. Any and all of such agreements, bonds, notes, and other debt instruments
and other obligations, contracts and agreements shall be payable solely and exclusively from the
ARTICLES OF INCORPORATION PAGE 3 OF 10
THE LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE„ INC.
1_7 revenues and funds received by the Corporation from the sources authorized by Section 4A of
the Act and from such other sources as may be otherwise lawfullyavailable and belonging to the
� $
Corporation from time to time.
ARTICLE FIVE
The Corporation has no members and is a non -stock corporation.
ARTICLE SIX
These Articles of Incorporation may be amended in either one of the methods prescribed
in this Article.
(a) Pursuant to the powers of the City contained in Section 17(b) of the Act, the City
Council, by resolution, may amend these Articles of Incorporation by filing amendments hereto
with the Secretary of State as provided by the Act.
(b) The Board of Directors of the Corporation may file a written application with the
City Council requesting approval of proposed amendments to these Articles of Incorporation,
specifying in such applicatioh the proposed amendments. If the City Council, by appropriate
resolution, finds and determines that it is advisable that the proposed amendments be made,
authorizes the same to be made, and approves the form of the proposed amendments, the Board
of Directors of the Corporation may proceed to amend these Articles of Incorporation in the
manner provided by the Act.
(c) The Board of Directors of the Corporation shall not have any power to amend
these Articles of Incorporation, except in accordance with the procedures established in
Paragraph (b) of this Article.
�r
ARTICLES OF INCORPORATION PAGE 4 OF 10
THE LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC:
ARTICLE SEVEN
The street address of the initial registered office of the Corporation is 1301 Broadway,
Suite 200, Lubbock, Texas 79401, and the name of its initial registered agent at such address is
Gary C. Lawrence.
ARTICLE EIGHT
The affairs of the Corporation shall be managed by a Board of Directors which shall be
composed in its entirety of persons appointed by the City Council. Except for the initial number
and terms of office set forth herein, the number of directors and the terms of office of the
directors shall be fixed by the Bylaws of the Corporation. The names and street addresses of the
persons who are to serve as the initial directors and the dates of expiration of their terms as
directors, are as follows:
Name
Address
Date of
Expiration of Term
1.
Jane Anne Stinnett
3301-B 79'h Street
10/01/06
Lubbock, Texas
2.
David Smith
301719'h Street
10/01/06
Lubbock, Texas 79410
3.
David Alderson
9201 Salisbury Avenue
10/01/07
Lubbock, Texas 79424
4.
Tony Whitehead
4618 861h Street
10/01/07
Lubbock, Texas 79424
5.
Ruben Reyes
1715 Norwich Avenue
10/01/07
Lubbock, Texas 79416
Each director shall hold office for the term for which the director is appointed and until a
successor shall have been appointed and qualified, unless sooner removed by the City Council or
if the director resigns. Directors are removable by the City Council at will and must be
ARTICLES OF INCORPORATION PAGE 5 OF !0
THE LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
appointed for a term not -in excess of three (3) years. The directors shall serve as such without
compensation, except that they shall be reimbursed for their actual expenses incurred in the
performance of their duties as directors. Any vacancy occurring on the Board of Directors
through death, resignation or otherwise shall be filled by appointments by the City Council to
hold office until the expiration of the term. The directors shall be eligible to serve only two (2)
terms on the Board, which two (2) terms must be consecutive.
A director or employee of the Corporation shall not be related to a current City Council
Member, City Manager, or senior City Staff within the second degree of affinity or third degree
of consanguinity.
All directors of the Corporation shall be subject to the conflicts of interest provisions of
state law as provided in Chapter 171 of the Texas Local Government Code.
A director of the Corporation must be a resident of the City, at the time of their
appointment and throughout their term as a director.
ARTICLE NINE
The name and street address of each incorporator is:
Name Address
1. Gary C. Lawrence 5004 95th Street
Lubbock, Texas 79424
2. Richard K. Casner 6127 Nashville Avenue
Lubbock, Texas 79413
3. Jack McCutchin, Jr. 3926 85th Place
Lubbock, Texas 79423
ARTICLE TEN
A director is not liable to the Corporation for monetary damages for an act or omission in
ARTICLES OF INCORPORATION PAGE G OF 10
THE LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
the director's capacity, except to the extent otherwise provided by a statute of the State of Texas.
ARTICLE ELEVEN
The Corporation shall indemnify a person who was, is, or is threatened to be made a
named defendant or respondent in Iitigation or other proceedings because the person is or was a
director or other person associated with the Corporation. As provided in the Bylaws, the Board
of Directors shall have the power to define the requirements and limitations for the Corporation
to indemnify directors, officers, or others associated with the Corporation.
ARTICLE TWELVE
(a) The initial Bylaws of the Corporation shall be in the form approved by the City
Council, in its resolution approving these Articles of Incorporation. Such Bylaws shall be
adopted by the Corporation's Board of Directors and shall, together with these Articles of
Incorporation, govern the internal affairs of the Corporation until and unless amended in
accordance with this Article.
(b) Neither the initial Bylaws nor any subsequently effective Bylaws of the
Corporation may be amended without L':e consent and approval of the City Council. The Board
of Directors of the Corporation shall make application to the City Council for the approval of any
proposed amendments, but the same shall not become effective until or unless the same shall be
approved by resolution adopted by the City Council.
(c) The Corporation shall, in any contract for financial incentives, require that any
entity receiving financial incentives annually certify or otherwise confirm to the Corporation that
the entity is in compliance with its contractual obligations to the Corporation.
ARTICLE THIRTEEN
The City Council may, in its sole discretion, and at any time, alter or change the structure,
ARTICLES OF INCORPORATION PAGE 7 OF 10
THE LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
organization, programs or activities of the Corporation, and it may terminate or dissolve the
Corporation, subject to the provisions of the Act and subject to the limitation that no such action
shall be taken in any manner or at any time that would impair any contract or right theretofore
executed or granted by the Corporation.
ARTICLE FOURTEEN
(a) No dividends shall ever be paid by the Corporation and no part of its net earnings
remaining after payment of its expenses and other obligations shall be distributed to or inure to
the benefit of its directors or officers, or any individual, private firm, or private corporation or
association, except in reasonable amounts for services rendered.
(b) If the corporation ever should be dissolved when it has, or is entitled to, any
interest in any funds or property of any kind, real, personal or mixed, such funds or property or
rights thereto shall not be transferred to private ownership, but shall be transferred and delivered
to the City after satisfaction or provision for satisfaction of all debts and claims.
(c) No part of the Corporations' activities shall consist of the carrying on of lobbying,
or otherwise attempting to influence City or local legis'.ation, on behalf of or in opposition to any
candidate for public office.
(d) The Corporation shall have no power to take any action that would be inconsistent
with the requirements for tax exemption under IRC Section 501(c)(4) and related regulations,
rulings, and procedures. The Corporation shall have no power to take any action that would be
inconsistent with the requirements for receiving tax deductible charitable contributions, under
Internal Revenue Code Section 170(c)(2) and related regulations, rulings, and procedures.
Regardless of any other provision in these Articles of Incorporation or state law, the Corporation
shall have no power to:
�- ARTICLES OF INCORPORATION PAGE 8 OF 10
THE LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
(1) Engage in activities or use its assets in a manner that is not in furtherance
of one or more exempt purposes, as set forth above and defined by the
Internal Revenue Code and related regulations, rulings, and procedures,
except to an insubstantial degree.
(2) Serve a private interest other than one that is clearly incidental to an
overriding public interest.
(3) Devote more than an insubstantial part of its activities to attempting to
influence legislation by propaganda or otherwise, except as provided by
the Internal Revenue Code and related regulations, rulings, and
procedures.
(4) Participate in or intervene in any political campaign on behalf of or in
opposition to any candidate for public office. The prohibited activities
include the publishing or distributing of statements and any other direct or
indirect campaign activities.
(5) Have objectives that characterize it as an "action organization" as defined
by the Internal Revenue Code and related rulings and procedures.
(6) Distribute its assets on dissolution other than for one or more exempt
purposes. On dissolution, the Corporation's assets shall be distributed to
the City of Lubbock for a public purpose.
(7) : Permit any part of the net earnings of the Corporation to inure to the
benefit of any private individual.
(8) Carry on an unrelated trade or business, except as a secondary purpose
ARTICLES OF INCORPORATION PAGE 9 OF f o
THE LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
related to the Corporation's primary, exempt, purposes.
ARTICLE FIFTEEN
The City has specifically authorized the Corporation, by Resolution, to act on its behalf to
further the public purposes stated in said Resolution and in these Articles of Incorporation, and
the City has by said Resolution approved these Articles of Incorporation. A copy of said
Resolution is on file among the permanent public records of the City and the Corporation.
DATED then`- day of 2004.
INCORPORATORS
GARY C. LAWRENCE
RICHARD K. CASNER
. JAC McCUTCHIN, JR.
1Me.1./vdU:Anidn of Ineoryoretion-4.wpd/May 25. 2004
ARTICLES OF INCORPORATION PAGE i 0 OF i U
' THE LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
EXHIBIT B
Bylaws
BYLAWS OF
LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
ARTICLE I
PURPOSE AND DUTIES
Section 1. Purpose, Lubbock Economic Development Alliance, Inc. (the
"Corporation") is incorporated for the purposes set forth in Article Four of its Articles of
Incorporation, and in accordance with the Development Corporation Act of 1979, as amended,
Article 5190.6, Tex. Rev. Civ. Stats., Ann. (the "Act"), and other applicable laws.
Section 2. Duties, In the fulfillment of its corporate purpose, the Corporation shall be
governed by Section 4A of the Act, and shall have all of the powers set forth and conferred in its
Articles of Incorporation, in the Act, in the Texas Non -Profit Corporation Act, as amended,
Article 1396.101 et. seq. Tex.Rev.Civ.Stats. (the "Texas Non -Profit Corporation Act'), and in
other applicable law, subject to the limitations prescribed therein and in these Bylaws and
Articles of Incorporation.
ARTICLE 11
BOARD OF DIRECTORS
Section 1. Powers, Number and Term of Office
(a) The affairs of the Corporation shall be managed and controlled by a Board of
Directors (the "Board") and, subject to the restrictions imposed by law, by the Articles of
Incorporation, by the Texas Non -Profit Corporation Act, and by these Bylaws. The Board shall
exercise all of the powers of the Corporation.
(b) The Board shall consist of five (5) directors, each of whom shall be appointed by
the City Council (the "City Council") of the City of Lubbock, Texas.
(c) The directors constituting the first Board shall be those directors named in the
Articles of Incorporation. Three (3) members of the first Board shall serve terms of two (2)
years, and two members of the fast Board shall serve terms of three (3) years. The respective
4
terms of the initial Board shall be determined by the Articles of Incorporation. Thereafter, each
successor member of the Board shall be appointed and shall serve for three (3) years or until his
�-
or her successor is appointed as hereinafter provided.
(d) No member of the Board shall serve more than two (2) terms, which two (2)
terms must be consecutive. Appointment and service for less than a full term shall nonetheless
constitute service of a term. A director of the Corporation must be a resident of the City, at the
time of their appointment and throughout their term as a director.
(e) Any director may be removed from office by the City Council at will, by the
ry
affirmative vote of four (4) City Council Members.
1
(f) The City Council or their designees, the City Manager or his designee, and the
City Attorney or his designee, may attend all meetings of the Board of Directors or Committees,
provided, however, that they may not attend executive meetings, if the Corporation can
demonstrate that such attendance would waive the attorneylclient privilege protection of the
Corporation's information. These representatives shall not have the power to vote in the
meetings they attend. Their attendance shall be for the purpose of ensuring that information
about the meetings is accurately communicated to the City Council and to satisfy the City
Council obligation to control the powers of the Corporation.
(g) Regular attendance of the Board meetings is required of all members. The
following number of absences may constitute the need for replacement of a member: three (3)
consecutive absences, or attendance reflectingabsences constituting 5 °
g 0% of the meetings over a
twelve (12) month period. In the event replacement is indicated, the member will be counseled
by the Chairman of the Board or the CEO. Unless the Chairman of the Board or the CEO get a
commitment from the absentee director to remedy their attendance at Board meetings, and such
is shown by the directors better attendance at such meetings, the Chairman of the Board or the
CEO shall submit in writing to the City Secretary the fact that there is a need to replace the
Board member in question.
(h) Any vacancy occurring among Directors on the Board shall be filled by
appointment by the City Council.
Section 2. Meetings, The Board shall meet at least quarterly in the offices of the
Corporation or at such other places within the City as the Board may from time to time
designate. All meetings of the Board shall provide notice thereof as provided and set forth in the
Texas Open Meetings Act, as amended, Section 551.001 et. seq. Texas Government Code (the
"Texas Open Meetings Act'). Any member of the Board may request that an item be placed on
the agenda by delivering the same in writing to the secretary of the Board no later than ten (10)
days prior to the date of the Board meeting. The Chairman of the Board shall set regular
meeting dates and times at the beginning of his/her term.
The annual meeting of the Board of Directors shall be the Board meeting for the fourth
(4th) quarter meeting of the Board.
Notice of any meeting of the Board shall be given to the public in accordance with the
requirements of the Texas Open Meetings Act. The notice shall contain information regarding
the particular time, date, and location of the meeting and agenda to be considered. All meetings
of the Board shall be conducted in accordance with the Texas Open Meetings Act.
All meetings of the Board shall be held in the City of Lubbock, Texas.
Section 3. 0uorum. Directors must be present in order to vote at any meeting. A
majority of the directors shall constitute a quorum for the conduct of the official business of the
Corporation. The act of a majority of the directors present at a meeting at which a quorum is in
attendance shall constitute the act of the Board and of the Corporation, unless the act of a greater
number is required by law.
{
Section 4. Canduct of Business.
(a) At the meetings of the Board, matters pertaining to the business of the
Corporation shall be considered in accordance with rules of procedure as from time to time
prescribed by the Board.
N The Chairman of the Board of Directors shall preside at all meetings of the Board
of Directors of the Corporation. The Chairman shall direct the Chief Executive Officer ("CEO")
of the Corporation, in the performance of the duties of the CEO as directed by the Board of
Directors. The Chairman may execute any deeds, mortQaees. bonds_ cnntracrs nr nthar
instruments that the Board of Directors have authorized to be executed. However, the Chairman
may not execute instruments on behalf of the Corporation, if this power is expressly delegated to
another officer or agent of the Corporation by the Board of Directors, the Bylaws, or statute.
The Chairman shall perform other duties prescribed by the Board of Directors and all duties
incident to the office of chairman.
(c) When the Chairman of the Board of Directors is absent, is unable to act, or
refuses to act, the Vice Chairman shall perform the duties of the Chairman. When the Vice
Chairman acts in place of the Chairman, the Vice Chairman shall have all the powers of and be
subject to all the restrictions upon the Chairman. A Vice Chairman shall perform other duties as
assigned by the Chairman or Board of Directors.
(d) The Secretary of the Corporation shall act as secretary of all meetings of the
Board, but in the absence of the Secretary, the presiding officer may appoint any person to act as
secretary of the meeting.
Section 5. Committees of the Board The Board may appoint advisory committees to
provide advice and counsel to the Board. Such committees may not exercise any authority of the
Board. Such committees may include individuals who are not members of the Board, and no
more than two (2) current members of the Board.
i
Each member of a committee shall continue as such until his or her successor on the
t_
committee is appointed, unless the committee shall be sooner terminated or unless such member
has ceased to serve on the Board of Directors or such member has been removed from such
committee. Any committee member may be removed from committee membership by the
Chairman, with Board approval, whenever in their 'ud ment th PP � g e best interests of the Corporation
would be served by such removal.
Section 6. Board's Relationship With Administrative Departments of the Cif Any
request for services made to the administrative department of the City shall be made by the
Board or its designee, or the CEC, in writing to the City Manager. The City Manager may
approve such request for assistance from the Boa
rd, azd, or the CEO, when he finds such requested
services are within the budget parameters previously approved by the City Council. The City
�1
Manager must also find that the requested services are available within the administrative
departments of the City and that the Board, or the CEO, has agreed to reimburse the
administrative department's budget for the costs of such services so provided.
Section 7. Compensation of Directors.
p r ors. Directors shall not receive any salary or
compensation for their services as directors. However, they shall be reimbursed for their actual
and reasonable expenses incurred in the performance of their duties hereinunder.
Section 8. Onen Records Act. The Board of Directors is subject to the Texas Open
Records Act, as amended, Section 552.001 et. seq. Texas Government Code (the "Texas Open
Records Act').
Section 9. Annual Economic Development Acivity Report. The Corporation shall
present to the City Council a report of all economic development activity conducted by the
Corporation on an annual basis. The City Council, upon its request, may specify the scope,
breadth and depth of the information to be provided by the Corporation in such a report.
ARTICLE III
i
OFFICERS
Section l .. Titles and Tenn of Office.
(a) The officers of the Corporation shall be a Chief Executive Officer, President, a
first Vice President, a second Vice President, a Secretary and a Treasurer, and such other officers
as the Board shall elect or appoint at each annual meeting of the Corporation. One person may
hold more than one office, except that the President shall not hold the office of Secretary. Terms
of offices of officers shall not exceed three (3) years. If there be no term of an officer exceeding
one (1) year, such officer shall be elected or appointed annually by the Board.
(b) Officers shall be subject to removal from office at any time by a vote of a
majority of the entire Board unless otherwise � ty governed by the terms of any agreement
concerning their employment by the Corporation.
(c) A vacancy in the office of any officer shall be filled by a vote of a majority of the
directors.
Section 2. Powers and Duties of the Chief Executive Officer. The CEO shall be the
Chief Executive Officer of the Corporation. The CEO shall supervise and control all of the
business and affairs of the Corporation. The CEO shall execute any deeds, mortgages, bonds,
contracts, or other instruments that the Board of Directors have authorized to be executed.
However, the CEO may not execute instruments on behalf of the Corporation, if this power is
expressly delegated to another officer or agent of the Corporation by the Board of Directors, the
Bylaws, or statute, including the Act. The CEO shall coordinate all staffing for all positions,
i including professional positions of employees of the Corporation as directed with the advice and
i;
consent of the Board of Directors. The CEO shall perform other duties prescribed by the Board
_ of Directors and all duties incident to the office of Chief Executive Officer.
Section 3. Powers and Duties of the President. The President shall assist the CEO of
the Corporation, and, subject to the paramount authority of the Board, the President shall be in
general charge of the properties and affairs of the Corporation. The President shall report to the
CEO.
Section 4. First Vice President. The first Vice President shall have such powers and
duties as may be prescribed by the Board and shall exercise the powers of the President during
that officer's absence or inability to act. Any action taken by the first Vice President, in the
performance of the duties of the President, shall be conclusive evidence of the absence or
inability to act of the President at the time such action was taken.
Section 5. Second Vice President. The second Vice President shall have such powers
and duties as may be prescribed by the Board and shall exercise the powers of the first Vice
President during that officer's absence or inability to act. Any action taken by the second Vice
President in the performance of the duties of the President or first Vice President shall be
conclusive evidence of the absence or inability to act of the President or first Vice President at
the time such action was taken.
Section 6. Treasurer, The Treasurer shall have the responsibility to see to the handling,
custody, and security of all funds and securities of the Corporation in accordance with these
Bylaws. When necessary or proper, the Treasurer may endorse and sign, on behalf of the
Corporation, -for collection or issuance, checks, notes and other obligations in or drawn upon
such bank or banks or depositories as shall be designated by the Board consistent with these
Bylaws. The Treasurer shall see to the entry in the books of the Corporation full and accurate
accounts of all monies received and paid out on account of the Corporation. The Treasurer shall,
at the expense of the Corporation, give such bond for the faithful discharge of his duties in such
form and amount as the Board or the Council may require.
The Board may appoint an assistant Treasurer, who shall have all the powers and duties
as may be prescribed by the Board, and shall be able to exercise all of the powers of the
Treasurer.
Section 7. Secretary, The Secretary shall keep the minutes of all meetings of the Board
in books provided for that purpose, shall give and serve all notices, may sign with the president
in the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances,
franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the
Corporation, shall have charge of the corporate books, records, documents and instruments,
except the books of account and financial records and securities, and such other books and
papers as the Board may direct, all of which shall, at all reasonable times, be open to public
inspection, upon application at the office of the Corporation, during business hours, and shall in
general perform all duties incident to the office of Secretary, subject to the control of the Board.
The Board may appoint an assistant Secretary, who shall have all the powers and duties
as may be prescribed by the Board, and shall be able to exercise all of the powers of the
Secretary.
Section 8. Officers. The officers of the Corporation may be named from among the
members of the Board. The Treasurer, assistant Treasurer or any assistant Secretaries may, at
the option of the Board, be employees ofthe City.
Section 9. Compensation Officers who are members of the Board shall not receive any
salary or compensation for their services, except that they shall be reimbursed for their actual
expenses incurred in the performance of their duties hereunder. Other officers may be
compensated as directed by the Board.
Section 10. Other Employees. The Corporation may employ full or part-time
employees to cant' out the programs of the Corporation. These employees shall perform those
duties as are assigned to them by the Board and/or the CEO. The employees may be dismissed
_ or terminated by the Board and/or the CEO.
Section 11. Contracts for Service The intent of the Corporation is to keep the number
of full-time employees of the Corporation to a minimum. The Corporation may contract for
services whenever possible instead of employing individuals on a full-time basis. The
Corporation may contract with any qualified and appropriate person, association, corporation or
governmental entity to perform and discharge designated tasks which will aid or assist the Board
in the performance of its duties. However, no such contract shall ever be approved or entered
into which seeks or attempts to divest the Board of Directors of its discretion and olic makin
P P Y g
functions in discharging the duties herein above set forth.
ARTICLE IV
FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS
Section 1. General Development Plan.
(a) The Board shall research, develop, prepare, and submit to the City Council for its
approval, an economic development plan for the City, which shall include proposed methods and
the expected costs of implementation. The plan shall include both short-term and long-term
goals for the economic development of the City, proposed methods for the reduction of
unemployment and underemplo}nnent, and the promotion of employment, through the expansion
and development of a sound economic base for the City.
(b) The Board shall review and update the plan each year, prior to submission of the
annual budget to the City Council.
Section 2. Annual Corporate Budget. At least sixty (60) days prior to the
commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget
of expected revenues and proposed expenditures for the ensuing fiscal year. The budget shall
contain such classifications and shall be in such form as may be prescribed from time to time by
the City Council. The budget shall not be effective until the same has been approved by
resolution of the City Council.
The Board may make expenditures within the total budget amount approved by the City
Council so long as such expenditures 1) do not increase the total budget amount previously
approved by the City Council, and 2) do not increase any single fund or budget classification by
more than ten (10) percent.
Section 3. Books, Records, Audits.
(a) The Corporation shall keep and properly maintain, in accordance with generally
accepted accounting principles, corporate funds, activities, and affairs.
(b) At the request of the Corporation and with the approval of City Council, the
books, records, accounts, and financial statements of the Corporation may be maintained for the
Corporation by the accountant, staff and personnel of the City. In such event, the Corporation
shall pay to the City reasonable compensation for such services only.
(c) The Corporation shall cause its books, records; accounts, and financial statements
}' to be audited at least once each fiscal year by an outside, independent, auditing and accounting
firm selected by the Corporation and approved by the City Council. Such audit shall be at the
expense of the Corporation and shall be a certified audit.
Section 4. DeRosit and Investment of Corporate Funds.
(a) All proceeds from the issuance of bonds, notes, or other debt instruments
("Obligations") issued by the Corporation shall be deposited and invested as provided in the
resolution, order, indenture, or other documents authorizing or relating to their.issuance.
(b) All other monies of the Corporation shall be deposited, secured and/or invested in
the manner provided for the deposit, security and/or investment of the public funds of the City.
The Board shall designate the accounts and depositories to be created and designated for such
purposes, and the methods of withdrawal of funds therefrom for use by and for the purposes of
the Corporation, upon the signature of its Treasurer and such other persons as the Board shall
designate. The Corporation will ensure that the investment of such funds and accounts shall be
performed in accordance with the Texas Public Funds Investment Act, as amended, Section
2256.001 et. seq. Texas Government Code (the "Texas Public Funds Investment Act").
(c) At the request of the Corporation and with the approval of the City Council, the
monies of the Corporation may be deposited, secured and/or invested for the Corporation by the
accountant, staff and personnel of the City. In such event, the Corporation shall pay to the City
reasonable compensation for such services only.
Section 5. Expenditures of Corporate Money.
(a) The monies of the Corporation, including sales and use taxes collected, pursuant
to Section 4A of the Act, monies derived from the repayment of loans, rents received from the
lease or use of property, the proceeds from the investment of funds of the Corporation, the
proceeds from the sale of property, and the proceeds derived from the sale of obligations, may be
expended by the Corporation for any of the purposes authorized by the Act, and applicable
income tax law, subject to the following limitations:
(i) Expenditures from the proceeds of obligations shall be identified and
described in the orders, resolutions, indentures, or other agreements submitted to
and approved by the City Council, prior to the sale and delivery of the
Obligations to the purchasers thereof required by Section 6 of this Article;
(ii) Expenditures that may be made from a fund created with the proceeds of
Obligations, and expenditures of monies derived from sources other than the
proceeds of Obligations, may be used for the purposes of financing or otherwise
providing one or more "Projects," as defined in the Act. The specific
expenditures shall be described in a resolution or order of the Board and shall be
made only after the approval thereof by the City Council;
(iii) No bonds may be issued by the Corporation and no Project may be
financed with bond proceeds or other revenues of the Corporation, unless such
bonds or Projects are first approved by the Council; and
(iv) All other proposed expenditures shall be made in accordance with and
shall be set forth in the annual budget required by Section 2 of this Article.
Section 6. Issuance of Obligations. No Obligations, including refunding Obligations,
shall be sold and delivered by the Corporation, unless the City Council shall approve such
Obligations by action taken no more than sixty (60) days prior to the date of sale of the
Obligations.
Section 7. Uncommitted and Unexpended Funds. Any uncommitted or unexpended
funds remaining at the end of a fiscal year shall be retained by the Corporation and considered a
part of the Corporation's fund balance. Such funds may be expended by the Corporation in the
future for any purpose allowed under these Bylaws and the laws governing the Corporation.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 1. Principal Office.
(a) The principal office and the registered office of the Corporation shall be the
registered office of the Corporation specified in the Articles of Incorporation.
(b) The Corporation shall have and shall continually designate a qualified registered
agent at its registered office, as required by the Act.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be the same as the same
fiscal year of the City.
Section 3. Seal. The seal of the Corporation shall be as determined by the Board.
Section 4. 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 CEO, President or Secretary. The acceptance
of a resignation shall not be necessary to make it effective, unless expressly so provided in the
resignation.
f
Section 5. Aanroval or Advice and Consent of City Council. To the extent that these
Bylaws refer to any approval by the City or refer to advice and consent by the City Council, such
advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly
adopted by the City Council.
Section 6. Services of Ci1X Staff and Officers. Subject to the paramount authority of
the City Council under the Charter of the City, the Corporation shall have the right to utilize the
services of the City Manager, the City Secretary, and the staff and employees of the Finance
Department of the City, provided (i) that the Corporation shall pay reasonable compensation to
the City for such services, and (ii) the performance of such services does not materially interfere
with the other duties of such personnel of the City.
Section 7. Indemnification of Directors. Officers and Employees.
(a) As provided in the Act and the Articles of Incorporation, the Corporation is, for
the purposes of the Texas Tort Claims Act, as amended, Texas Civil Practices and Remedies
Code, Section 101.001 et. seq. (the "Texas Tort Claims Act'), a governmental unit and its
actions are governmental functions.
(b) The Corporation shall indemnify each and every member of the Board, its
officers, and its employees, and each member of the City Council and each employee of the City,
to the fullest extent permitted by law, against any and all liability or expense, including attorneys
fees, incurred by any of such persons by reason of any actions or omissions that may arise out of
the functions and activities of the Corporation. To the extent not in conflict with the Act, the
Texas Non -Profit Corporation Act, the Texas Tort Claims Act, the Articles of Incorporation of
the Corporation, and these Bylaws, such indemnification shall be governed by the following, to -
wit:
(i) The Corporation shall indemnify a director, officer, committee member,
employee, or agent of the Corporation who was, is, or may be named defendant or
respondent in any proceeding as a result of his or her actions or omissions within the
scope of his or her official capacity in the Corporation. For the purposes of this Section,
an agent includes one who is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise. However, the
Corporation shall indemnify a person only if he or she acted in good faith and reasonably
believed that the conduct was in the Corporation's best interests. In a case of criminal
LJI proceeding, the person may be indemnified only if he or she had no reasonable cause to
believe that the conduct was unlawful. The Corporation shall not indemnify a person who
is found liable to the Corporation or is found liable to another on the basis of improperly
receiving a personal benefit. A person is conclusively considered to have been found
liable in relation to any claim, issue, or matter, if the person has been adjudged liable by
a court of competent jurisdiction and all appeals have been exhausted.
(ii) The termination of a proceeding by judgment, order, settlement,
conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude
indemnification by the Corporation.
(iii) The Corporation shall pay or reimburse expenses incurred by a director,
officer, committee member, employee, or agent of the Corporation, in connection with
the person's appearance as a witness or other participation in a proceeding involving or
affecting the Corporation when the person is not a named defendant or respondent in the
proceeding.
(iv) In addition to the situations otherwise described in this paragraph, the
Corporation may indemnify a director, officer, committee member, employee, or agent of
the Corporation to the extent permitted by law. However, the Corporation shall not
indemnify any person in any situation in which indemnification is prohibited by the terms
of Paragraph (i) above.
(v) Before the final disposition of a proceeding, the Corporation may pay
indemnification expenses permitted by the Bylaws and authorized by the Corporation.
However, the Corporation shall not pay indemnification expenses to a person before the
final disposition of a proceeding if: the person is a named defendant or respondent in a
proceeding brought by the Corporation, or the person is alleged to have improperly
received a personal benefit or committed other willful or intentional misconduct.
(vi) If the Corporation indemnifies a person under the Bylaws, the person may
be indemnified against judgments, penalties, including excise and similar taxes, fines,
settlements, and reasonable expenses (including attorney's fees) actually incurred in
connection with the proceeding. However, if the proceeding was brought by or on behalf
of the Corporation, the indemnification is limited to reasonable expenses actually
incurred by the person in connection with the proceeding.
(vii) Before the Corporation may pay any indemnification expenses (including
attorney's fees), the Corporation shall specifically determine that indemnification is
permissible, authorize indemnification, and determine that expenses to be reimbursed are
reasonable, except as provided in Paragraph (ix) below. The Corporation may make
these determinations and decisions by any one of the following procedures:
(a) Majority vote of a quorum consisting of directors who, at the time
of the vote, are not named defendants or respondents in the proceeding.
(b) If such a quorum cannot be obtained by a majority vote of a
committee of the Board of Directors, designated to act in the matter by a
majority vote of all directors, consisting solely of two (2) or more
directors, who at the time of the vote are not named defendants or
respondents in the proceeding.
(c) Determination by special legal counsel selected by the Board of
Directors by vote as provided in Paragraph (a) or (b) above, or if such a
quorum cannot be obtained and such a committee cannot be established by
a majority vote of all directors.
(viii) The Corporation shall authorize indemnification and determine that
expenses to be reimbursed are reasonable in the same manner that it determines whether
indemnification is permissible. If the determination that indemnification is permissible is
made by special legal counsel, authorization of indemnification and detenmination of
reasonableness of expenses shall be made in the manner specified by Paragraph (vii)(c)
above, governing the selection of special legal counsel. A provision contained in the
Articles of Incorporation, the Bylaws, or a Resolution of the Board of Directors that
requires the indemnification permitted above, constitutes sufficient authorization of
indemnification even though the provision may not have been adopted or authorized in
the same manner as the determination that indemnification is permissible.
(ix) The Corporation shall pay indemnification expenses before final
�_. disposition of a proceeding only after the Corporation determines that the facts then
C ' known would not preclude indemnification and the Corporation receives a written
affirmation and undertaking from the person to be indemnified. The determination that
the facts then known to those making the determination would not preclude
indemnification and authorization of payment shall be made in the same manner as a
determination that indemnification is permissible under Paragraph (vii) above. The
person's written affirmation shall state that he or she has met the standard of conduct
necessary for indemnification under the Bylaws. The written undertaking shall provide
�,... „. � ., �,.y .,�.:.. ,,,•,.,, .., . , ,,«,� �ry ,,.,:,,,.�,�ny �,...: ,.,r, r. ,...w �, ...,..� �. .... ........ p ......,..,..:� Y+....,..,�w� �w�W i.. �wwux^M�uo� bw...�..�,�,w1 ^.u..'.�.,....�..,� ......... � ^,, r.,.,.....—.� ^m
����.�,„ ..� � ,mod b,..._�„„....i �._..,—,,.�✓' ....,�.__.�
for repayment of the amount paid or reimbursed by the Corporation, if it is ultimately
determined that the person has not met the requirements for indemnification. The
undertaking shall be an unlimited general obligation of the person, but it need not be
secured and it may be accepted without reference to financial ability to make repayment.
ARTICLE VI
EFFECTIVE DATE, AMENDMENTS
Section 1. Effective Date. These Bylaws shall become effective upon the
occurrence of the following events:
?, (1) the approval of these Bylaws by the City Council; and
(2) the adoption of these Bylaws by the Board.
Section 2. Amendments to Articles of Incorooration and Bylaws. The Articles of
Incorporation of the Corporation and these Bylaws may be amended only in the manner provided
in the Articles of Incorporation and the Act.
ARTICLE VII
DISSOLUTION
On petition of the requisite percentage of registered voters of the City of
Lubbock, in compliance with the Act, requesting an election on the dissolution of the
Corporation, the City Council shall order an election on the issue. The election must be
conducted according to the applicable provisions of the Election Code. The ballot for the
election shall be printed to provide for voting for or against the proposition:
"Dissolution of Lubbock Economic Development Alliance, Inc.." If a majority of
voters voting on the issue approve the dissolution, the Corporation shall continue
operations only as necessary to pay the principal of and interest on its bonds and to meet
obligations incurred before the date of the election and, to the extent practicable, dispose
of its assets and apply the proceeds to satisfy these obligations. When the last of the
obligations is satisfied, any remaining assets of the Corporation shall be transferred to the
City, and the Corporation will be dissolved.
The City Council may call an election at any time to allow the citizens to decide whether
to dissolve the Corporation and stop the collection of the sales and use tax approved, pursuant to
the Act.
ARTICLE VIII
RECAPTURE OF INCENTIVES PROVIDED
Each entity, which is financially assisted in any manner by the Corporation, shall
provide to the Corporation the number of jobs to be created, the capital investment to be made in
the City and the time period in which the entity agrees to maintain that number of jobs and the
capital investment in the City. The Corporation, before agreeing to provide any financial
assistance to an entity, shall require the entity to execute a contract whereby the entity shall pay
back to the Corporation all or part of the financial assistance expended by the Corporation, if the
number of jobs agreed to, the amount of capital investment and the time period for maintaining
the jobs and capital investment are not satisfied.
ARTICLE IX
SPECIFIC TERMS OF AGREEMENTS
An agreement made under these Bylaws between the Corporation and another
entity must:
a. describe all proposed improvements on the property in question;
b. list the number of jobs to be created by the entity;
C. provide access to and authorize inspection of the property by employees of the
Corporation and the Board of Directors, or their agents or designees, to ensure
compliance with the terms of the agreement;
d. the uses of the property in question shall be consistent with the general purpose of
!
encouraging devlopmetalredevelopment;
6 providefor recapturing all opart of any financial incentives asaresult o the
agreement if the recipiento the funds fails to employ the number o employees,
or fails to make the improvements as provided by the agreement;
f contain each llemagreed mb the recipient o the funds and the Corporation;
$ require the recipient o the funds to certify Duly! to the Board 0 Directors and
the Corporation that the 26/et of the funds is in compliance with each
apical term of the agreement; and
h. provide that the Corporation may cancel or modify meagre meti£thereciple!
of the funds fails »comply with the agreement.
0
K
N --) t- k
Adopted by the Board of Directors on the J-3 —day of 2004.
DIRECTORS
ATTEST:
AW&ik hK f-&d
Susan Snead" - I , Secretary
JMcj./-lU:Byla.s�,p-2 ffm pdf).dodWy 25.2004
Resolution No. 2006—RO223
May 18, 2006
Item No. 2.2
RESOLUTION
WHEREAS, the City Council of the City of Lubbock, Texas has created an Economic
Development Corporation pursuant to the terms and provisions of Article 5190.6,
Vernon's Texas Revised Civil Statutes, called Lubbock Economic Development
Alliance, Inc. (the "Corporation"); and
WHEREAS, the Corporation currently has five (5) members on its Board of
Directors; and
WHEREAS, the Corporation desires to amend its Bylaws to increase the number of
members on its Board of Directors to seven (7); and
WHEREAS, the City Council finds that such an amendment to the Corporation's
Bylaws is beneficial to the citizens of the City of Lubbock; NOW THEREFORE:
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
LUBBOCK:
THAT THE City Council of the City of Lubbock does hereby approve the
amendment to the Lubbock Economic Development Alliance, Inc.'s Bylaws to
increase the number of members on its Board of Directors from five (5) to seven (7).
Passed by the City Council this 181h day of May, 2006.
MARC MC16OUGAL, MAYOR
ATTEST:
Rebecca Garza, City Secretary
APP S. TO ONTENT:
liL-2
Rob Alli x hector of Development Services
APPROVED AS TO FORM:
Amy i ssistant City Attorney
as/ccdocs/LEDABylaws Amend.res
5/9/06
AMENDMENT TO THE BYLAWS OF
LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
z' d/b/a LEDA (the "Corporation"
Pursuant to the provisions of the Texas Business Organizations Code, and Article
Twelve of the Articles of Incorporation and Article VI of the Bylaws of the Corporation, the
Corporation adopts the following amendment to its Bylaws. as follows:
Article 11 Board of Directors Section 1, Powers. Number and Term of Office (b) is
hereby amended, in order to increase the number of the Board of Directors of the
Corporation from five (5) Directors to seven (7) Directors, so that said Article 11, Section 1
(b) shall hereafter read as follows:
"(b) The Board shall consist of seven (7) Directors, each of whom shall be
appointed by the City Council (the "City Council") of the City of Lubbock, Texas."
RESOLUTION
BE IT RESOLVED THAT THE BOARD OF DIRECTORS OF LUBBOCK
ECONOMIC DEVELOPMENT ALLIANCE, INC., d/b/a LEDA:
THAT the Board of Directors of Lubbock Economic Development Alliance, Inc.,
d/b/a LEDA, has_ adopted the foregoing amendment to- the Bylawsofthe Corporation,
which constitute and is a part of this resolution, is fully copied herein in detail and shall be
an amendment to the Bylaws of the Corporation, subject to action by the City Council of
the City .of Lubbock approving same by a resolution of the City Council, motion or order
duly adopted by the City Council approving of same.
Passed by the Board of Directors the day of ALI 2006.
DAVI LDE , Chairman
ATTEST:
JWIM/U:Amendment to the Bylaws.wpWay 4, 2006
AMENDMENT Tn T149 AVI AWQ
RESOLUTION
TO AMEND
BY-LAWS OF
LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
Since the inception of LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
("LEDA"), its primary governing statue, Tex. Rev. C. Stat., Article 5190.6 (the "Act") has
continued to undergo significant changes and amendments with almost every legislative session.
Such statutory modifications have caused the LEDA Board of Directors to review its By -Laws to
maintain compliance with its corporate purposes as mandated by the Act.
It is the determination of the LEDA Board of Directors that Article VIII and Article IX of
the By -Laws of LEDA should be amended to provide more flexibility and, thereby, provide for
the expanded purpose of the Act as stated in recent amendments. A strict construction of Article
VIII and Article IX of the By -Laws could lead to the mistaken conclusion that LEDA can only
provide direct incentives to participant corporations for the creation of new jobs, which is not the
spirit or intent of the Act or the purposes for which LEDA was formed. Specifically, Article VIII
states:
"ARTICLE VIII
RECAPTURE OF INCENTIVES PROVIDED
Each - entity; - which is -financially --assisted -in any manner- - by the -
Corporation, shall provide to the Corporation the number ofjobs to be created, the
capital investment to be made in the City and the time period in which the entity
agrees to maintain that number ofjobs and the capital investment in the City. The
Corporation, before agreeing to provide any financial assistance to an entity, shall
require the entity to execute a contract whereby the entity shall pay back to the
Corporation all or part of the financial assistance expended by the Corporation, if
the number of jobs agreed to, the amount of capital investment and the time
period for maintaining the jobs and capital investment are not satisfied"
Specifically, Article IX states:
"ARTICLE IX
SPECIFIC TERMS OF AGREEMENTS
An agreement made under these Bylaws between the
Corporation and another entity must:
a. describe all proposed improvements on the property in question;
b. list the number of jobs to be created by the entity;
�, ; RESOLUTION TO AMEND BY-LAWS Page 1
C. provide access to and authorize inspection of the property by
employees of the Corporation and the Board of Directors, or
their agents or designees, to ensure compliance with the terms
of the agreement;
d. - the uses of the property in question shall be consistent with
the general purpose of encouraging development or
redevelopment;
e. provide for recapturing all or part of any financial incentives
as a result of the agreement if the recipient of the funds fails
to employ the number of employees, or fails to make the
improvements as provided by the agreement;
f. contain each term agreed to by the recipient of the funds and
the Corporation;
g. require the recipient of the funds to certify annually to the
Board of Directors and the Corporation that the recipient of
the funds is in compliance with each applicable term of the
agreement; and
h. provide --that -the- Corporation may cancel -or modify the
agreement if the recipient of the funds fails to comply with
the agreement."
1 The Act, as amended, has redefined the term "project" to require the support of Section 4A
development corporations to incept projects that result in the "creation and retention of primary
jobs." (Tex. H.B. 2912, 78`h Leg. R.S. (2003).) Not all "projects" contain this requirement.
The Act further specifically allows funding for land, buildings, equipment, facilities,
expenditures, targeted infrastructure, and improvements that are for the creation or retention of
primary jobs as determined by the Board of Directors and found to be required or suitable for the
development, retention; or expansion of specified projects. (Tex. S. B. 252, 79`h Leg. R. S. 2005).)
In particular, job training classes, certain infrastructure improvements, and career centers need not
be conditioned upon the creation or retention of primary jobs.
With the advent of Lubbock Business Park and Lubbock Rail Port, as well as expected and
continued amendments to the Act, LEDA's Board of Directors has unanimously approved the
following amendments to Article VIII and Article IX of the By -Laws and by this Resolution seeks
the approval of the City of Lubbock as follows:
BE IT RESOLVED that Article VIII of the By -Laws shall be and is hereby amended to read
as follows:
"ARTICLE VIII
RECAPTURE OF INCENTIVES PROVIDED
.__ Where applicable and in compliance and in conformity with
J the Development Corporation Act of 1979, as amended (the "Act"),
each recipient of financial assistance or costs advanced or paid toward
a recipient's project shall provide the Corporation with
representations as to the purpose for which incentives are requested
and projections regarding the creation or retention of primaryjobs as
defined in the Act. The manner and method of recapture or
repayment by recipient as to any unfulfilled representation regarding
the project or creation or retention of primary jobs or other
representation remaining unfulfilled due to termination or
abandonment of the project shall also be specifically set forth when
required by the Act."
BE IT RESOLVED that Article IX of the By -Laws shall be and is hereby amended to read
as follows:
-- "ARTICLE IX
SPECIFIC TERMS OF AGREEMENTS
-- Where -applicable and in compliance and in conformity with
the Development Corporation Act of 1979, as amended (the "Act"),
the Corporation shall require each recipient of any financial
` incentives from the Corporation to enter into a written contract or
Performance Agreement or other arrangement sufficient to insure that
the funds advanced are used for the intended and authorized purposes
in furtherance of a permissible Section 4A project. Any such
contract, Performance Agreement, or other arrangement must, at a
minimum, contain the provisions as required by the terms of the Act
as of the date of execution."
The two foregoing Resolutions were unanimously approved by the Lubbock Economic
Development Alliance, Inc.'s Board of Directors at its monthly meeting held on January 22, 2007.
Signed: Gary C. Lawrence
LEDA President and CEO
ATTEST:
Original attested by Susan Snead. Gary Lawrence, CEO and President, has attested this
docume a result of Susan Snead's resignation as CFO of Lubbock Economic Development
Allia nc
ary C. La rence
The foregoing amendments to Article VIII and Article IX of the By -Laws of Lubbock
Economic Development Alliance, Inc., were approved by the Lubbock City Council at its
meeting held on June 14, 2007
David Miller
Mayor of Lubbock
ATTEST:
Re ecca Garza
Secretary
.. RESOLUTION TO AMEND BY-LAWS Page 4
EXHIBIT C
Certificate of Good Standing
C-1
;.
ICertificate of Account Status - Exempt Letter Page I of I
August 3, 2007
CERTIFICATE OF ACCOUNT STATUS
THE STATE OF TEXAS
COUNTY OF TRAVIS
I, Susan Combs, Comptroller of Public Accounts of the State of Texas, DO
HEREBY CERTIFY that according to the records of this office
LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE INC
is exempt from payment of franchise tax and consequently is in good standing
with this office.
GIVEN UNDER MY HAND AND
SEAL OF OFFICE in the City of
Austin, this 3rd day of
August 2007 A.D.
Susan Combs
Texas Comptroller
Taxpayer number: 19001836691
File number: 0800348596
Form 05-303(Rev. 1-03/6)
EXHIBIT D
Certificate of Existence
D-1
Corporations Section 0
P.O.Box 13697
Austin, Texas 78711-3697 W >e,
Y �
Office of the Secretary of State
Certificate of Fact
Phil Wilson
Secretary of State
The undersigned, as Secretary of State of Texas, does hereby certify that the document, Articles of
Incorporation for Lubbock Economic Development Alliance, Inc. (file number 800348596), a
Domestic Nonprofit Corporation, was filed in this office on June 01, 2004.
It is further certified that the entity status in Texas is in existence.
In testimony whereof, I have hereunto signed my name
officially and caused to be impressed hereon the Seal of
State at my office in Austin, Texas on August 03, 2007.
fj'�'e'00'00 Y,0��
Phil Wilson
Secretary of State
Come visit us on the internet at http://www.sos.state. IX -us/
Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services
(; Prepared by: SOS -WEB TID: 10264 Document: 180882710003
e.,
EXHIBIT E
Corporation Resolution
E-1
RESOLUTION
RESOLUTION AUTHORIZING THE LUBBOCK ECONOMIC
DEVELOPMENT ALLIANCE, INC. TO INCUR A LOAN OF
$7,250,000 AND AUTHORIZING THE EXECUTION OF A
LOAN AGREEMENT WITH PLAINSCAPITAL BANK AND
THE EXECUTION AND DELIVERY OF THE PROMISSORY
NOTE PRESCRIBED THEREIN; AUTHORIZING THE
PLEDGE OF SALES AND USE TAX RECEIPTS; AND
RESOLVING OTHER MATTERS IN CONNECTION
THEREWITH
WHEREAS, the Lubbock Economic Development Alliance, Inc. (the "Corporation") was
created by the City of Lubbock, Texas (the "City"), pursuant to Section 4A of the Development
Corporation Act of 1979, as amended, Article 5190.6, Texas Revised Civil Statutes Annotated
(the "Act"), for the purpose of financing the costs of one or more projects within the meaning of
the Act; and
- WHEREAS, the levy by the City of an economic development sales and use tax for the
benefit of the Corporation under the Act was authorized by a majority of the qualified voters of
the City voting at an election called and held for that purpose; and
WHEREAS, the City has established and levies, maintains and collects on behalf of the
Corporation the economic development sales and use tax pursuant to the Act; and
WHEREAS, upon receipt of the proceeds of the economic development sales and use tax,
the City delivers the proceeds to the Corporation to use in carrying out its functions; and
WHEREAS, the Corporation desires to construct streets and roads, water, electric and gas
utilities improvements, drainage and related improvements, and telecommunications and internet
improvements, as authorized by the Act, to serve the Lubbock Business Park and the Lubbock
Railport (the "Infrastructure Project"), and has found and determined that the Infrastructure
Project is infrastructure necessary to promote and develop new and expanded business
enterprises within the City within the meaning of the Act; and
WHEREAS, there has been presented to the Board of Directors (the "Board") of the
Corporation a proposed form of Taxable Loan and Security Agreement (the "Loan Agreement")
between PlainsCapital Bank (the "Bank") and the Corporation, including a promissory note (the
"Note") from the Corporation to the Bank, pursuant to which the Bank will lend $7,250,000 (the
"Loan') to the Corporation;
WHEREAS, the Loan will be equally and ratably secured by and payable from the
proceeds of the economic development sales and use tax;
WHEREAS, the proceeds of such Loan will be used by the Corporation to finance
projects within the meaning of the Act, to wit: to pay costs of the Infrastructure Project and to
pay costs of the loan transaction;
1244935_1.DOC
WHEREAS, the Corporation has found and determined that the execution of the Note
hereinafter authorized is in the public interest and the use of the proceeds thereof in the manner
specified herein constitutes a valid public purpose;
WHEREAS, this Resolution and the resolution of the Council of the City approving this
Resolution together will constitute the written agreement between the Corporation and the City
with respect to the Infrastructure Project;
WHEREAS, it is officially found, determined, and declared that the meeting at which this
Resolution has been adopted was open to the public and public notice of the time, place and
subject matter of the public business to be considered and acted upon at said meeting, including
this Resolution, was given, all as required by the applicable provisions of Chapter 551, Texas
Government Code, as amended;
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
CORPORATION THAT:
Section 1. The declarations, determinations and findings declared, made and found in
the preamble to this Resolution are hereby adopted, restated and made a part of the operative
provisions hereof.
Section 2. The Corporation hereby determines that the Infrastructure Project will
promote economic development within the City and the State of Texas in order to eliminate
unemployment and underemployment, and to promote and encourage employment and the public
welfare of the citizens of the City, for and on behalf of the City, in accordance with the Act.
Section 3. The Board hereby approves the Loan Agreement and the Note in
substantially the form and substance presented to the Board. The President and CEO of the
Corporation is hereby authorized, for and on behalf of the Corporation, to execute the Loan
Agreement and the Note, and the Secretary of the Corporation or any Assistant Secretary of the
Corporation is authorized and directed, for and on behalf of the Corporation, to attest the Loan
Agreement and the Note, and, upon receipt of all requests and approvals required by the Act,
such officers are hereby authorized to deliver the Loan Agreement and the Note. Upon
execution by the parties thereto and delivery thereof, the Loan Agreement and the Note shall be
binding upon the Corporation in accordance with their respective terms and provisions.
Section 4. The officers executing the Loan Agreement and the Note are hereby
authorized to approve such changes or revisions thereto as they deem advisable; provided that
such changes or revisions do not affect the security for the Loan or place any burdens or
obligations on the Corporation that are contrary to the Act.
Section 5. The Board hereby authorizes and approves the pledge of the economic
development sales and use tax receipts described above for the payment of, and as security for,
the obligations of the Corporation under the Loan Agreement and the Note. NEITHER THE
STATE, THE CITY NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF
SHALL BE OBLIGATED TO PAY THE PRINCIPAL OR INTEREST ON THE NOTE,
EXCEPT TO THE EXTENT THAT THE CORPORATION IS OBLIGATED TO MAKE THE
PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE NOTE. NEITHER THE
t
-2-
1244935v1 LUB200/1
FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE, THE CITY, OR ANY
OTHER POLITICAL SUBDIVISION OR AGENCY THEREOF IS PLEDGED TO THE
PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE NOTE, EXCEPT TO
THE EXTENT THE CORPORATION HAS PLEDGED THE ECONOMIC DEVELOPMENT
SALES AND USE TAX TO MAKE THE NOTE PAYMENTS.
Section 6. The proceeds of the Loan, when delivered, shall be deposited to the "2007
Loan Fund," which is hereby created. The Corporation shall use amounts on deposit in the 2007
Loan Fund (i) to pay costs of the Infrastructure Project and (ii) to pay the costs and expenses
incurred by the Corporation with respect to the authorization, execution and delivery of the Loan
Agreement, the Note and this Resolution and all documentation related thereto (the "Costs of
Issuance").
Section 7. The Corporation has sufficient funds to undertake the Infrastructure
Project and to meet any existing obligations of the Corporation, including its expenses of
- operation.
Section 8. The Board hereby authorizes and directs the President, for and on behalf
of the Corporation, to engage professionals as necessary to assist the Corporation in various
activities with respect to the consummation of the transactions authorized by this Resolution.
Section 9. The officers of the Corporation are hereby authorized to take all action in
conformity with the Act necessary or reasonably required to consummate the transactions
contemplated by the Loan Agreement, the Note and this Resolution, including, without
limitation, the execution and delivery of any and all instruments, certificates, documents, or
papers necessary to carry out the intent and purposes of the Loan Agreement, the Note and this
Resolution, the form and content of such documents to be approved by the officers executing
such documents.
Section 10. All action not inconsistent with the provisions of this Resolution
heretofore taken by the Board and officers of the Corporation relating to the Loan Agreement
shall be and the same hereby are ratified, approved and confirmed.
Section 11. If any section, paragraph, clause, or provision of this Resolution shall be
held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph,
clause, or provision shall not affect any of the remaining provisions of this Resolution. In case
any obligation of the Corporation authorized or established by this Resolution 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 Corporation to the fullest extent permitted by law.
-3-
1244935v.1 LUB200/1
Approved and adopted this , �t- a O , 2007.
LUBBOCK ECONOMIC DEVELOPMENT
ALLIANCE, INC.
By:
Chai an, �BW—oYbiirectors
ATTEST:
S c tary
Signature Page to Resolution of Corporation
1244935v.1 LUB200/1
GENERAL CERTIFICATE OF CITY
We, the undersigned, the duly elected and acting Mayor and City Secretary, respectively,
of the City of Lubbock, Texas (the "City"), do hereby jointly and severally make and execute
this certificate for the benefit of the Bank and all persons interested in the validity of the
proceedings of the City and the Lubbock Economic Development Alliance, Inc. (the
"Corporation") in connection with the execution and delivery by the Corporation of (i) that
certain $7,250,000 Taxable Loan Agreement (the "Loan Agreement") by and between the
Corporation and PlainsCapital Bank (the "Bank"), approved pursuant to a resolution (the
"Resolution") of the Corporation adopted August 20, 2007 and (ii) the taxable promissory note
provided for in the taxable Loan Agreement (the "Note"). All capitalized terms used but not
otherwise defined herein have the meanings assigned to them in the Loan Agreement. We
certify the following:
1. The City is a municipality of the State of Texas duly organized under and
governed by the Texas Constitution and the laws of the State.
2. The following are the duly qualified and acting officers and members of the
governing body (the "Governing Body") of the City:
David A. Miller, Mayor
Jim Gilbreath, Mayor Pro Tern
Linda DeLeon, Council Member
Floyd Price, Council Member
Todd R. Klein, Council Member
Phyllis S. Jones, Council Member
John W. Leonard, III, Council Member
Lee Ann Dumbauld, City Manager
Rebecca Garza, City Secretary
3. Attached hereto as Exhibit A is a true and correct copy of the resolution pursuant
to which the Governing Body authorized the creation of the Corporation and approved the
Articles of Incorporation and initial by-laws of the Corporation.
4. The Economic Development Sales and Use Tax is collected by the City for the
benefit of, and remitted as collected to, the Corporation, as required by law. Attached hereto as
Exhibit B are true and correct copies of the sales tax election proceedings pursuant to which the
Economic Development Sales and Use Tax was authorized.
5. No litigation is pending, or to the best of our knowledge, threatened against the
City or the Governing Body with respect to (a) the creation of the Corporation; (b) the authority
or title of the present members and officers of the Governing Body to their respective offices; or
(c) the authority or title of the present members of the Board of Directors and officers of the
Corporation to their respective offices.
Dallas 1244745_I.DOC
6. On August 23, 2007 the Governing Body adopted its resolution approving the
Corporation's execution and delivery of the Loan Agreement and the Note.
7. As of all dates on which the Corporation considered or took action with respect to
the Loan Agreement and the Note, and at all times since, the following persons constituted the
members and officers of the Board of Directors of the Corporation:
Board of Directors:
Officers:
David Alderson, Chairman
Tony Whitehead, Vice -Chairman
Van May, Member
Jon Whitmore, Member
Velma Medina, Member
Mike McDougal, Member
Curtis Griffith, Member
Gary Lawrence, President
Kenny McKay, First Vice -President
Jana Johnston, Second Vice -President, Secretary/Treasurer and
Privacy Officer
8. The Governing Body has not taken any action to amend the articles of
incorporation or by-laws of the Corporation, to change the structure, organization, programs or
activities of the Corporation which would limit the effectiveness of the Loan Agreement or the
City's Resolution, or which would otherwise adversely affect the execution and delivery of the
Loan Agreement and the Note, nor has the existence of the Corporation been terminated.
9. Aside from the Corporation the City has not created any other corporation
governed by Section 4A of the Development Corporation Act of 1979, TEX. REV. CIV. STAT.
ANN. art. 5190.6, as amended (the "Act").
10. The combined rate of all sales and use taxes, including the tax under Section 4A
of the Act, imposed by the City does not exceed 1.5%. Lubbock County imposes a sales tax of
.5% and no other political subdivision of the State having territory in the City imposes a sales
and use tax.
11. All corporate action on the part of the City which is required for the execution,
delivery, performance and observance by the Corporation of the Loan Agreement and the Note
has been duly authorized and effectively taken.
12. There is no pending or, to the knowledge of the undersigned officials of the City,
threatened action or proceeding before any court, governmental agency or department or
arbitrator (i) to restrain or enjoin the collection of the Economic Development Sales and Use Tax
pursuant to Section 4A of the Act, or (ii) in any way contesting or affecting the authority for the
-2-
Dallas 1244745v.1
EXECUTED AND DELIVERED THIS 3
Mayor, City 6f Lubbock, Texas
City Secretary, City of Lubbock, Te s
STATE OF TEXAS §
COUNTY OF LUBBOCK §
BEFORE ME, the undersigned authority, on this day personally appeared David A.
Miller, Mayor, and Rebecca Garza, City Secretary, of the City of Lubbock, Texas, known to me
to be the person whose names are subscribed to the foregoing instrument in my presence, and
known to me to be respectively the Mayor and City Secretary of City of Lubbock, Texas.
rel
GIVEN UNDER MY HAND AND SEAL OF OFFICE this v 45` aQ07_
CEUA WEBB
EID:
NOY Pd* SO d lkxn
[SEAL] MyCW06*nE*" "4W
i_
Aj
Notary ublic, State of Texas
Signature Page to General Certificate of City
Dallas 1244745v.1
� . .
EXHIBIT A
CITY RESOLUTION CREATING THE CORPORATION
�
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yDallaslk44 w!
\\
Resolution No. 2004-RO259
May 25, 2004
Item No. 34
RESOIXTION
WHEREAS, on November 4, 2003, the citizens of the City of Lubbock voted to
approve a sales tax for the purposes of economic development in the City; and
WHEREAS, the election was conducted pursuant to the provisions of Article
5190.6 of the Texas Revised Civil Statutes which provides for the establishment of an
economic development corporation in conjunction with collecting the sales tax for
economic development purposes; and
WHEREAS, the City Council finds that the proposed Articles of Incorporation
and Bylaws of the Lubbock Economic Development Alliance, Inc. are the most
appropriate to satisfy the terms of required state law while providing the City with the
best economic development establishment. NOW THEREFORE:
BE IT RESOLVED BY THE CITY COUNCIL OF TYKE CITY OF LUBBOCK:
THAT the City Council of the City of Lubbock hereby approves the Article of
Incorporation and Bylaws of the Lubbock Economic Development Alliance, Inc. Said
Articles and Bylaws are attached hereto and incorporated in this resolution as if fully set
forth herein and shall be included in the minutes of the City Council.
Passed by the City Council this 25th day of May 2004.
ATTEST:
Fe—bdccaGarza, City Secretary
AP ROVED AS TO CONTENT:
Anita Burgess, Acting Assistant City Manager
APPROVED AS TO FORM:
y : S' Assistant Ci Atiome
s' ;
ae:/oixivcs Sa1eslhx -Lubb F.cono1n►cDevA11iAncc.rr5
May 18, 2004
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EXHIBIT B
SALES TAX ELECTION PROCEEDINGS
Ordinance No. 2003-00086 Calling the Election
Record of Posting Notice of Election
Affidavits of Publication
Canvassing Resolution No. 2003-R0511
B-1
Dallas 1244745v.1
E
CITY OF LUBBOCK §
COUNTY OF LUBBOCK §
STATE OF TEXAS §
CERTIFICATE TO COPY OF PUBLIC RECORD
I hereby certify, in the performance of the functions of my office, that the attached
instrument is a full, true and correct copy of Ordinance No. 2003-000$6 as the same
appears of record in my ogee and that said document is an official record from the public
office of the City Secretary of the City of Lubbock, Lubbock County, State of Texas, and
is kept in said office.
I further certify that I am the Deputy City Secretary of the City of Lubbock, that I
have legal custody of said record; and that I am a lawful possessor and keeper and have
legal custody of the records in said office.
In witness whereof I have hereunto set my hand and affixed the official seal of
said office this 3rd day of August, 2007.
(e:ity Seal)
City of Lubbock
Lubbock County, State of Texas
i
First Reading
August 5, 2003
r Item No. 2
ORDINANCE NO. 2003-00096
Second Reading
August 6, 2003
Item No. 35
AN ORDINANCE ORDERING A SPECIAL ELECTION TO BE HELD ON
NOVEM 3ER 4, 2003, FOR THE PURPOSE OF VOTING FOR OR AGAINST THE
ADOPTION OF A SALES AND USE TAX WITHIN THE CITY OF LUBBOCK FOR THE
PROMOTION AND DEVELOPMENT OF NEW AND EXPANDED BUSINESS
ENTERPRISES AT THE RATE OF ONE -EIGHTH (1/8) OF ONE PERCENT AND THE
ADOPTION OF AN ADDITIONAL SALES AND USE TAX WITHIN THE CITY OF
LUBBOCK AT THE RATE OF ONE-FOURTH (1/4) OF ONE PERCENT TO BE USED TO
REDUCE THE PROPERTY TAX RATE PURSUANT TO SECTION 4A(p) OF ARTICLE
5190.6 OF VERNON'S ANNOTATED CIVIL STATUTES; MAKING PROVISION FOR THE
CONDUCT OF SUCH ELECTION ACCORDING TO APPLICABLE PROVISIONS OF LAW;
PROVIDING FOR EXECUTION OF AN APPROPRIATE ELECTION ORDER HEREAFTER;
GIVING NOTICE OF SUCH ELECTION; AND OTHER PROVISIONS INCIDENT TO AND
RELATED TO THE PURPOSE HEREOF.
WHEREAS, the City Council of the City of Lubbock has determined that it would be in
the best interest of the citizens of the City of Lubbock to conduct a special election on November
4, 2003, for the purpose of voting for or against the adoption of a one -eighth (1/8) of one percent
sales and use tax within the City of Lubbock for promotion and development of new and
expanded business enterprises and the adoption of a one-fourth (1/4) of one percent additional
sales and use tax to be used to reduce the property tax rate; NOW THEREFORE:
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
SECTIONI. THAT the City Council of the City of Lubbock hereby orders a Special
Election be held on the 4`h day of November, 2003, which date is the next succeeding uniform
election date available for municipal elections for which sufficient time elapses for the holding of
an election after passage of this Ordinance. Said election shall be held to determined whether
one -eighth (1/8) of one percent sales and use tax should be imposed within the City of Lubbock
for promotion and development of new and expanded business enterprises and one-fourth (1/4)
of one percent sales and use tax should be imposed to reduce the tax rate pursuant to Section 4A
of Article 5190.6 of Vernon's Annotated Civil Statutes.
SECTION 2. THAT an electronic voting system shall be used in this election, including
early voting. Ballots shall be prepared in accordance with the applicable provisions of the
Election Code so that voters may cast their ballots either "for" or "against" the measure, which
shall appear on the ballot substantially as follows:
PROPOSITION
FOR: THE ADOPTION OF A SALES AND USE TAX WITHIN THE
AGAINST: CITY FOR THE PROMOTION AND DEVELOPMENT OF NEW
AND EXPANDED BUSINESS ENTERPRISES AT THE RATE
OF ONE -EIGHTH (1/8) OF ONE PERCENT AND THE
ADOPTION OF AN ADDITIONAL SALES AND USE TAX
WITHIN THE CITY AT THE RATE OF ONE-FOURTH (1/4) OF
ONE PERCENT TO BE USED TO REDUCE THE PROPERTY
TAX RATE."
SECTION 3. THAT the election shall be held at the voting places set forth in an
appropriate election order to be issued hereafter and all persons qualified to vote in the City of
Lubbock under the election laws of the State of Texas shall be allowed to vote therein. Said
Special Election shall be held and the polling places shall be open from 7:00 A.M. to 7:00 P.M.
and all electors shall vote in the precinct of their residence unless otherwise provided in the
election order. The sealed ballot box procedure established by Subchapter C, Chapter I27, Texas
Election Code shall be used for this election.
SECTION 4. THAT notice of this election shall be published in a newspaper of general
circulation published in the City of Lubbock by publication of this Ordinance in its entirety at
least once not earlier than the 30th day or later than the 1 Oth day before election day. In addition,
notice of the election shall be posted as required by the Texas Election Code.
SECTION 5. THAT early voting shall be conducted October 20, 2003, to October 31,
2003, at the main early voting place located at the office of the City Secretary, 1625 131" Street,
on weekdays, during the regular business hours of the City Secretary, which are from 8:00 a.m. to
5:00 p.m. Early voting by personal appearance shall also shall be conducted at the locations and
times indicated in an appropriate election order issued by the Mayor in accordance with this
ordinance. The hours and days of early voting at the branch early voting locations shall not be
less than those of the main early voting place.
AND IT IS SO ORDERED.
Passed by the City Council on first reading this 5th day of August 2003.
Passed by the City Council on second reading 6th day of August , 2003.
MARC McDOUGAL, MAYOR
ATTEST:
Rebecca Garza, City Secretary
2
No Text
t._.>
ORDER AND NOTICE
OF
SPECIAL CITY ELECTION
ELECTION ORDER
I, Marc McDougal, Mayor of the City of Lubbock, Texas, by virtue of the
authority vested in me by law, and according to the Charter of the City of Lubbock, the
Texas Local Government Code, the Texas Election Code and an Ordinance heretofore
duly enacted by the City Council of the City of Lubbock calling for a Special City
Election to be held in the City of Lubbock, Texas, on the 4th day of November, 2003,
such day being the first Tuesday after the first Monday of said month for the purpose of
voting for or against the adoption of a sales and use tax within the City of Lubbock for
the promotion and development of new and expanded business enterprises at the rate of
one -eighth (1/8) of one percent and the adoption of an additional sales and use tax within
the City of Lubbock at the rate of one-fourth (1 /4) of one percent to be used to reduce the
property tax pursuant to Vernon's Ann.Civ.St., art. S 190.6, Sec. 4A(p).
FOR:
AGAINST:
PROPOSITION
THE ADOPTION OF A SALES AND USE TAX WITHIN
THE CITY FOR THE PROMOTION AND
DEVELOPMENT OF NEW AND EXPANDED
BUSINESS ENTERPRISES AT THE RATE OF ONE -
EIGHTH (1/8) OF ONE PERCENT AND THE
ADOPTION OF AN ADDITIONAL SALES AND USE
TAX WITHIN THE CITY AT THE RATE OF ONE-
FOURTH (1/4) OF ONE PERCENT TO BE USED TO
REDUCE THE PROPERTY TAX RATE.
An electronic voting system shall be used for such election, including early
voting. Said Special City Election shall be held at the places in the City of Lubbock
hereinafter designated as voting precincts and in the voting places designated on Exhibit
A hereto. Said Exhibit A shall be made a part hereof for all intents and purposes. Polling
places shall be open from 7:00 a.m. to 7:00 p.m. and all electors shall vote in the precinct
of their residence unless such precinct shall be consolidated with another precinct as
provided herein in Exhibit A.
The persons named in Exhibit A hereto are hereby appointed Judges and Alternate
Judges to conduct said Special City Election on November 4, 2003. Each Presiding
Judge so named is authorized to appoint the number of clerks authorized by the Election
Administrator, which number shall be not less than two (2) clerks, nor more than six (6)
clerks. The Alternate Judges shall serve as Presiding Judges in the event that the
regularly appointed Presiding Judge is unable to serve. The Alternate Judge shall be
appointed by the Presiding Judge to serve as a clerk in the event that the election is
I-Aconducted by the regularly appointed Presiding Judge.
Early voting by personal appearance shall commence on the 20th day of October,
2003, and end on the 31 st day of October, 2003. Early voting shall be conducted at the
1-1
locations indicated on Exhibit B. The days and hours of voting at the early voting
locations also shall be as described on Exhibit B hereto.
The sealed ballot box procedure established by Subchapter C, Chapter 127, Texas
Election Code, shall be used for this Special City Election.
ELECTION NOTICE
The Mayor of the City of Lubbock hereby gives notice of the above named City
of Lubbock Special Election and the City Secretary of the City of Lubbock is hereby
ordered to cause publication of the Special City Election on November 4, 2003, by
publication of this Order and Notice of Special City Election in a newspaper of general
circulation at least once no earlier than the 301h day or later than the I Ot day before
election day. In addition, a copy of this Order and Notice of Special City Election shall
be posted not later than the 2 1 " day before election day on the bulletin board used for
posting notices of meetings of the governing body and a notice of consolidation shall be
posted not less than 10 days before election day at any polling places not consolidated at
the last previous election which shall indicate the precinct's consolidation and the
location of the new polling place.
The City Secretary shall serve a duly certified copy of this Election Order and
Notice of Special City Election upon each of the Presiding Judges named in Exhibit A
hereto not later than the seventh day after the signing of this Election Order and Notice or
the 151h day before the election, whichever is later.
SIGNED AND EXECUTED in the Municipal Building at Lubbock,,,Texas, this
13th day of August , 2003. ,/ �/�"
AL, MAYOR
ATTEST:
keecca Garza, City Secretary
APPROVED AS TO FORM:
)t}obald G. Vandiver Attarne of y ounse
Dd/election/SalesTaXEicc03.Order&Notice
August S, 2003
EXHIBIT A
POLLING LOCATIONS
ELECTION PRECINCT PRESIDING
JUDGES/ALTERNATE JUDGES
CITY OF LUBBOCK
POLLING PLACE
PRESIDING
ALTERNATE
AND PRECINT NUMBER
JUDGE
JUDGE
Wolffarth Elementary School
Frances Autry
Ernestine Picon
3202 Erskine
763-8859
762-8508
1/114 (Consolidated)
#1
#1
3011 Fordham St (15)
2621 Emory St (15)
2808
163034
Arnett Elementary School
Rita Veal
Ethel Fair
701 East Queens
763-0632
762-3544
2
#2
#2
1513 E. Stanford (03)
1107 E Stanford (03)
14974
3652
Me Whorter Elementary School
Frances L. Martinez
Jesus Marin Martinez
2711 1st Street
765-7425
765-7425
3
#3
#3
2702 2' Street (15)
2702 2nd St (15)
391707
391704
Jackson Elementary School
Lilly Carrillo
Joe Carrillo
201 Vernon
763-6242
763-6242
4
#4
#4
319 N. Sherman Ave (15)
319 N. Sherman Ave (15)
15444
31254
Guadalupe Elementary School
Julia Carrillo
Rachel Lopez
101 North Avenue P
763-1513
763-8866 '
S
#5
#5
120 N Aspen
214 N Ave. M
31247
42924
Alderson Jr. High School
Richard Baumgartner
Gilbert G. Soto
219 Walnut
780-9999
Same
6
#6
#6
102 Cherry Ave. (03)
2914 E. Colgate St. (03)
99011284
35132
Bowie Elementary School
Terry Richardson
Joe Dee Smith
2902 Chicago
792-9513
792-3067
7
#7
#.7
5228 28'" (07)
5323 30d' (07)
172867
179339
Ramirez Elementary School
Alicia Hernandez
Elena Vasquez
702 Avenue T
747-7187
765-8949
8
#8
#3
1916 6`h (01)
3213 Amherst (15)
361357
219246
Rush Elementary School
Peggy Raub
Anita Castillo
4702 15th Street
792-3460
793-9795
9/50 (Consolidated)
#9
#9
4830 12' St (16)
4809 7°i St. (16)
344231
309036
Lubbock High School
Barbara Cooper
Clyde James, Jr.
2004 19th Street
762-5322
(h)765-8639;(w)792-7967
10
#10
#10
2221 16`s (01)
1908 14d' Street (01)
25579
311673
a
EXHIBIT A
POLLING LOCATIONS
ELECTION PRECINCT PRESIDING
JUDGES/ALTERNATE JUDGES
CITY OF LLTBROCK
POLLING PLACE
AND PRECINT NUMBER
13802
PRESIDING
JUDGE
ALTERNATE
JUDGE
Haynes Elementary School
Marjorie Morris
Dorothy Gardner
60th Street
799-2765
799-1313
12
#12
#12
3413 57th
3414 57th
Smyiie Wilson Jr. High School
21753
Carol Newsom
58638
Doris Bines
4402 31st Street
795-0830
799-0272
13
#13
#13
4423 27th (10)
4105 33`d (10)
Overton Elementary School
16083
Tommy Jones
225957
Jennifer Jones
2902 Louisville
793-0857
793-0857
14
#14
#I4
3716 26th (10)
3719 26' (10)
Roscoe Wilson Elementary School
185802
Sandy Harper
99006349
Judy Wadsworth
2807 25th Street
747-6571
(w) 789-6112; (h) 744-1696
15149 (Consolidated)
#15
#15
2710 25th (10)
2512 25" (10)
J. T. Hutchinson Jr. High School
219410
Rose Lee Morgan
60757
Viola Seagraves
3102 Canton
795-0795
795-2489
16
#16
#16
2821 33`d (10)
2802 33' (10)
Dupre Elementary School
5115
Ruth Anne (Horn) Klein
247245
Rita Pettigrew
2008 Avenue T
(w) 742-0024; (h) 744-2227
747-9447
17
#17
#17
2430 26th (11)
2323 20' St (11)
O. L. Slaton Jr. High School
25979
Ruth Burchett
360004
(Jesse) Jackie Payne
1602 32nd Street
744-7219
.
799-7625
18
#18
#18
1718 3 1 " (11)
2417 33' Street #A (11)
Bean Elementary School
1663
Natalia Campos
162717
Pat Mata
3001 Avenue N
763-7050
763-6910
19
#19
#19
1310 32°' (05)
1512 45t° (12)
Ella Iles Elementary School
217889
(Willie) Ruth Priestly
56314
Rubye Donaldson
2401 Date
763-8876
765-9277
`20
#20
#20
2801 Vanda Ave (04)
2407 E. 28' (04)
3894
155059
EXHIBIT A
POLLING LOCATIONS
ELECTION PRECINCT PRESIDING
JUDGES/ALTERNATE JUDGES
CITY OF LUBBOCK
POLLING PLACE PRESIDING ALTERNATE
AND PRECINT NUMBER JUDGE JUDGE
Stubbs Elementary School
James Meyer Juanell Tyler
3516 Toledo
21
797-8339 792-2444
#21 #21
4905 39th St. (14) 5019 42nd St (14)
Mae4401 Elementary School
222504 14952
Tom Beck
440f Nashville
hville
Bettye Portwood
22
799-1890 795-6851
#22 #22
4202 47`h St (13) 4212 47`s (13)
Lubbockview Christian Church
1405 4I4158
Gerald Hams Elsie Roberts
3301 346' Street
799-0415 792-8622
23
#23 #23
3214 42nd (13) 3515 46`h Street
Wheelock Elementary School
Betty Bradford John 13756 28768 Bradford
3008 42nd Street
24
795-1413 795-6262
#24 #24
3112 4246 (13) 3112 42nd (13)
Brown Elementary School
984 985
Diana Chapa Elaine Atkinson
2315 36th Street
762-3052 (h); 786-2833 (m) #25 799-0077
25
2007 36' (12) #25
Harwell
178487 2301 47th (12)
Martha Millers friend
Elementary School
Ronald Bridges
Avenue D
Patricia Silvas
26
745-7719 744-3465
#26 #26
7501 E. 78th St (04) 513 51 st (04)
Wester Elementary School
356655 418540Pat
4602 Chicago
Sanders Orpha Marion
27
799-2345 795-3295
#27 #27
5306 46' (14) 5213 46`s (14)
Parsons Elementary School
26612 56177
2811 58th Street
Janie Lopez Alma Myers
y
28
793-Lop
799-1549
#28 #28
2804 6 1 " (13) 2817 62" d (13)
Atkins Jr. High School
5401 Avenue [ T
340535 32049
Carolyn Green0 Candy Guthrie
y
29
T80 4214 794-4997
#21 #66
4723 38d' (14) 8208 Raleigh (24)
1765 381786
EXHIBIT A
POLLING LOCATIONS
ELECTION PRECINCT PRESIDING
JUDGES/ALTERNATE JUDGES
!' CITY OF LUBBOCK
POLLING PLACE
PRESIDING
ALTERNATE
AND PRECINT NUMBER
JUDGE
JUDGE
Murfee Elementary School
Mary Ann Bridges
Alton Shaw
6901 Nashville Drive
799-4537
745-2305
122
#48
#122
3210 76t' (23)
2730 68th (13)
Waters Elementary
3006 78th Street
55062
To be determined
399968
To be determined
123
(New Polling Location)
(New Polling Location)
Calvary Baptist Church
5301 82nd Street
To be determined
To be determined
124
(New Polling Location )
(New Polling Location)
Preston Smith Elementary School
Alvin Buddy Neugebauer
Kitty Poage
8707 Dover
125/78 (Consolidated)
799-1313
794-9193
#27
05
5404 45 h (14)
5606 84th Street
29334
392147
Williams Elementary School
Jack Harkins
Betty Harkins
SBth Street
794-3656
126
26
794-3656
#61
#61
7011 Wayne Ave.
Same
Grand Court Retirement Center
203261
be determined
203256To
1201. 71 st Street
(New Polling Location)
To be determined
(New Polling Location)
South Plains Church of Christ
6802 Elkhart Avenue
To be determined
To be determined
128
(New Polling Location)
(New Polling Location)
Frenship Crestview Elementary School
6020 81st Street
To be determined
To be determined
129/96,116
(blew Polling Location )
(New Polling Location)
EXHIBIT B
EARLY VOTING LOCATIONS
November 4, 2003 Special Election - Sales Tax
City Secretary's Office (162513th Street)
James Ball and Sue Ball Temporary Deputy Early Voting Clerk
Oct 20, 2003 - Oct 24, 2003 Mon -Fri 8:00 A.M. - 5:00 P.M.
Oct 27, 2003 - Oct 31, 2003 Mon -Fri 8:00 A.M. - 5:00 P.M.
South Plains Mall (6002 Slide Road)
He -UT Harkins and Jo cl n O'Steen
Temporary Deputy Early Voting Clerks
Oct 20, 2003 - Oct 24, 2003
Mon -Fri
10:00 A.M. - 7:00 P.M.
Oct 25, 2003
Sat
10:00 A.M. - 7:00 P.M.
Oct 26, 2003
Sun
1:00 P.M. - 6:00 P.M.
Oct 27, 2003 - Oct 29, 2003
Mon -Wed
I O:OOA.M. - 7:00 P.M.
Oct 30, 2003 - Oct 31, 2003
Thurs - Fri
10:00 A.M. - 8:00 P.M.
Albertson's Food and Drug (3249 50th
Street)
Jo Tavlor and Geneva Botkin, Temporary Deputy Early Voting Clerks
Oct 20, 2003 - Oct 24, 2003
Mon -Fri
10:00 A.M. - 7:00 P.M.
Oct 25, 2003
Sat
10:00 A.M. - 7:00 P.M.
Oct 26, 2003
Sun
1:00 P.M. - 6:00 P.M.
Oct 27, 2003 - Oct 29, 2003
Mon -Wed
10:OOA.M. - 7:00 P.M.
Oct 30, 2003 - Oct 31, 2003
Thurs - Fri
10:00 A.M. - 8:00 P.M.
United Supermarket #501 (2630 Parkway Drive)
Rubve Donaldson and Ruth Priestly,
Temporary Deputy Early Voting Clerks
Oct 20, 2003 - Oct 24, 2003
Mon -Fri
10:00 A.M. - 7:00 P.M.
Oct 25, 2003
Sat
10:00 A.M. - 7:00 P.M.
Oct 26, 2003
Sun
1:00 P.M. - 6:00 P.M.
Oct 27, 2003 - Oct 29, 2003
Mon -Wed
10:OOA.M. - 7:00 P.M.
Oct 30, 2003 - Oct 31, 2003
Thurs - Fri
10:00 A.M. - 8:00 P.M.
United Supermarket #503 (112 North University)
Frances Martine and Jesse Martini
Temporary Deputy Early Voting Clerks
Oct 20, 2003 - Oct 24, 2003
Mon -Fri
10:00 A.M. - 7:00 P.M.
Oct 25, 2003
Sat
10:00 A.M. - 7:00 P.M.
Oct 26, 2003
Sun
1:00 P.M. - 6.00 P.M.
Oct 27, 2003 - Oct 29, 2003
Mon -Wed
10:OOA.M. - 7:00 P.M.
Oct 30, 2003 - Oct 31, 2003
Thurs - Fri
10:00 A.M. - 8:00 P.M.
United Supermarket #505 (401 Slide Road)
Frances Autrey and Joy Wright. Temporary Deputy Early Voting Clerks
Oct 20, 2003 — Oct 24, 2003
Mon -Fri
10:00 A.M. — 7:00 P.M.
Oct 25, 2003
Sat
10:00 A.M. — 7:00 P.M.
Oct 26, 2003
Sun
1:00 P.M. — 6:00 P.M.
Oct 27, 2003 — Oct 29, 2003
Mon -Wed
10:OOA.M. — 7:00 P.M.
Oct 30, 2003 — Oct 31, 2003
Thurs — Fri
10:00 A.M. — 8:00 P.M.
United Supermarket #506 (1701 50`h
Street)
Lilly Carillo and Al Gomm. Temporary Deputy Early Voting Clerks
Oct 20, 2003 — Oct 24, 2003
Mon -Fri
10:00 A.M. — 7:00 P.M.
Oct 25, 2003
Sat
10:00 A.M. — 7:00 P.M.
Oct 26, 2003
Sun
1:00 P.M. — 6:00 P.M.
Oct 27, 2003 — Oct 29, 2003
Mon -Wed
10:00A.M. — 7:00 P.M.
Oct 30, 2003 — Oct 31, 2003
Thurs — Fri
10:00 A.M. — 8:00 P.M.
United Supermarket #543 (8201 Quaker
Avenue)
Carol Newsom and Jack Harkins Temporary Deputy Early
Voting Clerks
Oct 20, 2003 — Oct 24, 2003
Mon -Fri
10:00 A.M. — 7:00 P.M.
Oct 25, 2063
Sat
10:00 A.M. — 7:00 P.M.
Oct 26, 2003
Sun
1:00 P.M. — 6:00 P.M.
Oct 27, 2003 — Oct 29, 2003
Mon -Wed
10:OOA.M. — 7:00 P.M.
Oct 30, 2003 — Oct 31, 2003
Thurs — Fri
10:00 A.M. — 8:00 P.M.
FULBRIGHT & JAWORSKI CONTRACT FOR:
RESOLUTION No. 2003-RO203
RESOLUTION No. 2003-RO205
RESOLUTION No. 2003-RO207
RESOLUTION No. 2003-RO211
RESOLUTION No. 2003-RO212
and
ORDINANCE No. 2003-00081
ORDINANCE No. 2003-00082
ORDINANCE No. 2003-00083
ORDINANCE No. 2003-00085
ORDINANCE No. 2003-00086
FILED IN:
ORDINANCE No. 2003-00081
CITY OF LUBBOCK §
COUNTY OF LUBBOCK §
STATE OF TEXAS §
CERTIFICATE TO COPY OF PUBLIC RECORD
I hereby certify; in the performance of the functions of my office, that the attached
instrument is a full, true and correct copy of the Affidavit of Publication of Ordinance
No. 2003-00086 as the same appears of record in my office and that said document is an
official record from the public office of the City Secretary of the City of Lubbock,
Lubbock County, State of Texas, and is kept in said office.
I further certify that I am the Deputy City Secretary of the City of Lubbock, that I
have legal custody of said record, and that I am a lawful possessor and keeper and have
legal custody of the records in said office.
In witness whereof I have hereunto set my hand and affixed the official seal of
said office this 3rd day of August, 2007.
(City Seal)
City of Lubbock
Lubbock County, State of Texas
ig-Alj�rr6
THE STATE OF TEXAS
COUNTY OF LUBBOCK
Before me K_-�'�' C���-.�
�'" a Notary Public in and for Lubbock County, Texas on this
day personally appeared-EL,..e;,sk—o Ite,4_ c. ;uCK of the Southwestern Newspapers
Corporation, publishers of the Lubbock Avalanche -Journal - Morning, and Sunday, who being by me duly sworn
did depose and say that said newspaper has been published continuously for more than fifty-two weeks prior to
the first insertion of this
No. at Lubbock County, Texas and the attached
printed copy of the s'2QRtR t' Qz� i is a true copy of the original and was printed in the Lubbock
Avalanche -Journal on the following dates: ac i�yr+c �aa�
Qcpl x d.t'
t. OTA P and Pre te of Texas
My Co Tres1-1
7 t�
LUBBOCK AVALANCHE -JOURNAL
Morris Communication Corporation
Subscribed and sworn to before me this k g. day of_—Ijjz vv'A �p
FORM 58-10
•�,::`�-t =�.-
• .sir., 4i.Sa
:
LUBBOCK AVALANCHE -JOURNAL, Sunday, October 12, 2003 CALL 762-3333 TO PLACE YOUR AD
www,lubba^ko
ORDINANCE NO.2003.00086
ORDINANCE ORDERING A SPECIAL ELECTION TO BE HELD ON NOVEMBER 4, 2003, FOR
PURPOSE OF VOTING FOR OR AGAINST THE ADOPTION OF A' SALES AND USE TAX
UN THE CITY OF LUBBOCK FOR THE PROMOTION AND DEVELOPMENT OF NEW AND
ENDED BUSINESS ENTERPRISES AT THE RATE OF ONE -EIGHTH (1/8) OF ONE PERCENT
THE ADOPTION OF AN ADDITIONAL SALES AND USE TAX WITHIN THE CITY OF
BOCK AT THE RATE OF ONE-FOURTH (114) OF ONE PERCENT TO BE USED TO REDUCE THE
'ERTY TAX RATE PURSUANT TO SECTION 4A(p) OF ARTICLE 5190.6 OF VERNON'S
OTATED CIVIL STATUTES; MAKING PROVISION FOR THE, CONDUCT OF'SUCH ELECTION
DRDING TO APPLICABLE PROVISIONS OF LAW; PROVIDING FOR EXECUTION OF AN
tOPRIATE ELECTION ORDER HEREAFTER; GIVING NOTICE OF SUCH ELECTION; AND
SR PROVISIONS INCIDENT TO AND RELATED TO THE PURPOSE HEREOF
iEREAS, the City Council of the City of Lubbock has determined that it would be in the best interest
citizens of the City of Lubbock to conduct a special election on November 4, 2003, for the purpose
ting for or against the adoption of a one -eighth (1/8) of one percent sales and use tax within the City
ibbock for promotion and development of new and expanded business enterprises and the adoption of
:-fourth (1/4) of one percent additional sales and use tax to be used to reduce the property tax rate;
r• THEREFORE:
r ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
CTION 1. THAT the City Council of the City of Lubbock hereby orders a Special Election be held on
•th day of November, 2003, which date is the next succeeding uniform election date available for
cipal elections for which sufficient time elapses for the holding of an election after passage of this
lance. Said election shall be held to determine whether one -eighth (1/8) of one percent sales and use tax
d be imposed within the City of Lubbock for promotion and development of new and expanded business
prises and one-fourth (1./4) of one percent sales and use tax should be imposed to reduce the tax rate
cant to Section 4A of Article 5190.6 of Vernon's Annotated Civil Statutes,
CTION 2. THAT an electronic voting system shall be used in this election, including early voting.
,ts shall be prepared in accordance with the applicable provisions of the Election Code so that voters may
their ballots either "for" or "against" the measure, which shall appear on the ballot substantially as
N5:
PROPOSITION
INST:
fE ADOPTION OF A SALES AND USE TAX WITHIN THE CITY FOR THE PROMOTION AND
3VELOPMENT OF NEW AND EXPANDED BUSINESS ENTERPRISES AT THE RATE OF ONE,
3HTH (1/8) OF ONE PERCENT AND THE ADOPTION OF AN ADDITIONAL SALES AND USE
A WITHIN THE CITY AT THE RATE OF ONE-FOURTH (1/4) OF ONE PERCENT TO BE USED
REDUCE THE PROPERTY TAX RATE.
,CTION 3. THAT the election shall be held at the voting places set forth in an appropriate election order
issued hereafter and all persons qualified to vote in the City of Lubbock under the election laws of the
of Texas shall be allowed to vote therein. Said Special Election shall be held and the polling places shall
ien from 7:00 A.M. to 7:00 P.M. and all electors shall vote in the precinct of their residence unless
wise provided in the election order. The sealed ballot box procedure established by Subchapter C,
ter 117, Texas Election Code shall be used for this election.
ORDENANZA NO.2003.00086
ODE NOVIEMBRE DE NANZAQ2003, CONK EL R OMECCISITTOSDEPVOTAREA ESECIALSFAVOR 0 ENB
BCONTRA DE
LA PCION DE UN PROMOC16N YIMPUE'STO SOBRE D ARROLLO DE VENTAS
i, EVAS EMPRESAS COMERCIALES Y AMP IAC1611,
OTRAS, CON UNA TASA DE UN OCTAVO (1/8) DE UNO POR CIENTO Y LA ADOPC16N DE
IMPUESTO'ADICIONAL SOBRE "VENTAS Y CONSUMO EN LA CIUDAD DE LUBBOCK CON 1
TASA DE UN CUARTO,(1/4) DE UNO POR CIFNTO QUE SE UTILIZARA PAPA RED•UCIR LA T
DEL IMPUESTO SOBRE LA PROPIEDAD SEGUN LA SECCION 4A(p) DEL ARTfCULO 5190.6 DE
ESTATUTOS CIVILES ANOTADOS DE VERNON; QUE ESTIPULA LA CONVOCATORIA DE DIC
EL'ECCIONES PE ACUERDO CON LAS DISPOSICIONES APLICABLES DE LA LEY; QUE ESTIPi
LA EJECUCION'DE UNA ORDEN ELECTORAL APROPIADA EN EL FUTURO; QUE ANUN
DICHAS ELECCIOIVES Y DEMAS DISPOSICIONES CONCOMITANTES Y RELACIONADAS COr
PROP6STTO DEL PRESENTE DOCUMENTO.
POR CUANTO, el Consejo Municipal de la Ciudad de Lubbock ha determinado que serfa en el n
intends de los ciudadanos de la Ciudad de Lubbock celebrar elecciones especiales el dfa 4 de noviembt
2003, can el prop6sito de votar a favor o en contra de la adopci6n de un impuesto sabre ventas y consume
una tasa de un octavo (1/8) de uno par ciento en la Ciudad de Lubbock para la promoci6n y desarroll
nuevas empresas comerciales y ampliaci6n de otras y la adopci6n de un impuesto adicional sabre ven+
consumo en la Ciudad de Lubbock con una tasa de.un cuarto (1/4) de uno par ciento que se utilizard
reducir la tasa del impuesto sabre la propiedad; AHORA POR LO TANTO:
EL CONSEJO MUNICIPAL DE LA CIUDAD DE LUBBOCK DISPONE:
SECCICSN 1. QUE el Consejo Municipal de la Ciudad de Lubbock mediante el presente documento dis
]a celebraci6n de Elecciones especiales que se celebrardn el dfa 4 de noviembre de 2003, siendo dicha fec'
pr6xima fecha uniforme electoral disponibie para celebrar elecciones municipales habiendo transcul'
suficiente tiempo para la celebraci6n las mismas despu6s de haber sido aprobaba esta Ordenanza. Di
elecciones se celebro An para determinar si se debe imponer un impuesto sabre ventas y consumo de un oc
(1/8) de uno par ciento en la Ciudad de Lubbock para la promoci6n y desarrollo de nuevas empt
comerciales y ampliaci6n de otras y un impuesto sabre ventas y consumo de un cuarto (1/4) de uno par ci
Para reducir la tasa del impuesto sabre la propiedad a tenor de la Secci6n 4A del Artfculo 5190.6 do
Estatutos civiles anotados de Vernon.
SECCIdN 2, QUE se utilizarA en estas elecciones un sistema electr6nico de votaci6n, incluvenc
votaci6n anticipada. Se prepararAn las boletas de acuerdo con las disposiciones aplicables del C6digo Elec
de manera que los electores puedan marcar la boleta "a favor" a "en contra" de le raedida propuesta, la
aparecer4i publicada en ]a boleta fundamentalmente de la siguiente manera:
A FAVOR:PROPUESTA
--•-
EN CONTRA:
LA ADOP06N DE UN IMPUESTO SOBRE VENTAS Y CONSUMO EN LA CIUDAD PARA
PROMOC16N Y DESARROLLO DE NUEVAS EMPRESAS COMERCIALES Y AMPLIACI6N
OTRAS CON UNA TASA DE UN OCTAVO (1/8) DE UNO POR CIENTO Y LA ADOPC16N DE
IMPUESTO ADICIONAL SOBRE VENTAS Y CONSUMO EN LA CIUDAD CON UNA TASA DE
CUARTO (1/4) DE. UNO POR CIENTO QUE SE UTILIZARA PARA REDUCIR LA TASA
IMPUESTO SOBRE LA PROPIEDAD.
SECCION 3, QUE las elecciones se celebrarin en los centros electorales ' establecidos en una o
electoral apropiada que se pubiicarl en el futuro y todas las personas que rednan ]as requisitos para votar
Ciudad de Lubbock segdn las ]eyes electorales del Estado de Texas podrAn votar en las mismas. Di
Eleceiones especiales se celebrarAn y los centros electorales permanecerAn abiertos desde las 7:00 de la ma
hasta las 7:00 de la tarde, y todos los electores votaran en la circunscripci6n corresTondiente a su lugs
residencia, a menos que se comunique to contrario en la orden electoral. En estas a lecciones se utiliza
procedimiento de cajas electorales sell as estabiecido en el Subca ftulo C C f 1 27 d ] Cbd•
p p u o 1 e go Elec
......•,,.,,,...,...,, , ..:.,_ _. ,� era � v o ry r
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No Text
77 L 7 F;c rltorr rrrtClr
-or of the City of Lubbock hereby gives notice of the above named City of Lubbock Special
,d the City Secretary of the City of Lubbock is hereby ordered to cause publication of the Special
on on November 4, 2003, by publication of this Order and Notice of Special City Election in a
of general circulation at least once no earlier than the 30th day or later than the 10th day before
y. Jn addition, a copy of this Order and Notice of Special City Election shall be posted not later
st day before election day on the bulletin board used for posting notices of meetings of the
body and a notice of consolidation shall be posted not less than 10 days before election day at any
.ces not consolidated at the last previous election which shall indicate the precincts consolidation
ration of the new polling place.
/ Secretary shall serve a duly certified copy of this Election Order and Notice of Special City
pon each of the Presiding Judges named in Exhibit A hereto not later than the seventh day after the
this Election Order and Notice or the 15th day before the election, whichever is later.
D AND EXECUTED in the Municipal Building at Lubbock, Texas, this 13th day of August, 2003.
cat Gana
Garza, City Secretary
'ED AS TO FORM:
d G. Vandiver
: Vnnd;ver. Attornev of Counsel
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MARC McDOUGAL, MAYOR
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AVISO DE ELLULAVINEQ
El Alcalde de la Ciudad de Lubbock mediante el presente documento anuncia las Elecciones municipal
especiales de la Ciudad de Lubbock y se ondena a la Secretaria Municipal de la Ciudad de Lubbock la 'o
publicactbn de estas Elecciones munictppaa�1es especiaies del dia 4 de noviembre de 2003, mediante la o
publication de esta Orden y Aviso Ile Elecciones municipales especiales en un peribdico de circulacon gen
>il tnenos una vtz en fecha no anterior a 30 dtas ni posterior a 10 dies antes del dia de las elecciones: Aderr o
tma copse tit esta Orden y Aviso de Elecciones mtlnlctpales especiales serA anunciada en fecha no ,posterior tT•1
21 dies antes del dfa de las elecciones en el tablero de anuncios utthzado para la colocacibn de avlsos de
reunions del cuerpo tiirectivo y un aviso de eonsolidaci5n quedara anunctado al menos 10 dfas antes del dia
las elecciones on los centros electorates no consolidados en as d1timas elecciones. Dicho anuncio indicar6 la '
consolidation de distrito y el lugar del nuevo centro electoral.
La Secretaria Municipal presentare una copia debidamente certificada de esta Orden de Elecciones y Avis+
de Elections municipales especiales a cada unto de los Jueces Presidentes nombrados en el Anexo A adju lio I
este documento, en los siete d(as siguientes a la fecha de la firma de esta Orden y Aviso de Elections, o I.'
dfas antes de las elecciones, to que se produzca mAs tarde.
Y EJECUTADO en el Edificio Municipal en Lubbock, Texas, este dia 13 de agosto de 2003
DOY F`E:
Rebecca Garza. Secretaria Municipal
APROBADO EN CUANTO A FORMA:
1g/ 1�onald G. Vsuer
Donald G. Vandiver, Abogado
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MARC McDOUGAL, ALCALDE
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CITY OF LUBBOCK §
COUNTY OF LUBBOCK §
STATE OF TEXAS §
CERTIFICATE TO COPY OF PUBLIC RECORD
I hereby certify, in the performance of the functions of my office, that the
attached instrument is a full, true and correct copy of Order, Notice and Record of
Posting as the same appears of record in my office and that said document is an official
record from the public office of the City Secretary of the City of Lubbock, Lubbock
County, State of Texas, and is kept in said office.
I further certify that I am the Deputy City Secretary of the City of Lubbock, that
I have legal custody of said record, and that I am a lawful possessor and keeper and
have legal custody of the records in said office.
In witness whereof I have hereunto set my hand and affixed the official seal of
said office this June 18, 2007.
(City Seal)
City of Lubbock
Lubbock County, State of Texas
Prescribed by Secretary of State
Section 4.005 V.T.C.A. Election Code
1 /86
RECORD OF POSTING
S ING NOTICE OF ELECTION
I the undersigned, do hereby state that the notice of election for the November
, gn y 4, 2003, Sales Tax Special Election were posted
on the following dates and locations:
Date of Posting Location of Posting
Texas Tech University, University Center (East door), contact Tom Shubert or Bill
9/17/03 Brandon, 742-3636
9/17/03 LISD, 1628 19t' St., contact Alene Cain, 766-1092
9/17/03 County Courthouse, 904 Broadway, in hallway behind Information Desk
9/18/03 City Hall, 1625 13 St.
ORDER AND NOTICE
OF
SPECIAL CITY ELECTION
ELECTION ORDER
MUST REMAIN
POSTED THROUGH
NOVEMBER 5, 2003
I, Marc McDougal, Mayor of the City of Lubbock, Texas, by virtue of the
authority vested in me by law, and according to the Charter of the City of Lubbock, the
Texas Local Government Code, the Texas Election Code and an Ordinance heretofore
duly enacted by the City Council of the City of Lubbock calling for a Special City
Election to be held in the City of Lubbock, Texas, on the 4th day of November, 2003,
such day being the first Tuesday after the first Monday of said month for the purpose of
voting for or against the adoption of a sales and use tax within the City of Lubbock for
the promotion and development of new and expanded business enterprises at the rate of
one -eighth (1/8) of one percent and the adoption of an additional sales and use tax within
the City of Lubbock at the rate of one-fourth (1/4) of one percent to be used to reduce the
property tax pursuant to Vernon's Ann. Civ.St., art. 5190.6, Sec. 4A(p).
PROPOSITION
FOR: THE ADOPTION OF A SALES AND USE TAX WITHIN
AGAINST: THE CITY FOR THE PROMOTION AND
DEVELOPMENT OF NEW AND EXPANDED
BUSINESS ENTERPRISES AT THE RATE OF ONE -
EIGHTH (1/8) OF ONE PERCENT AND THE
ADOPTION OF AN ADDITIONAL SALES AND USE
TAX WITHIN THE CITY AT THE RATE OF ONE-
FOURTH (1/4) OF ONE PERCENT TO BE USED TO
REDUCE THE PROPERTY TAX RATE.
An electronic voting system shall be used for such election, including early
voting. Said Special City Election shall be held at the places in the City of Lubbock
hereinafter designated as voting precincts and in the voting places designated on Exhibit
A hereto. Said Exhibit A shall be made a part hereof for all intents and purposes. Polling
places shall be open from 7:00 a.m. to 7:00 p.m. and all electors shall vote in the precinct
of their residence unless such precinct shall be consolidated with another precinct as
provided herein in Exhibit A.
The persons named in Exhibit A hereto are hereby appointed Judges and Alternate
Judges to conduct said Special City Election on November 4, 2003. Each Presiding
Judge so named is authorized to appoint the number of clerks authorized by the Election
Administrator, which number shall be not less than two (2) clerks, nor more than six (6)
clerks. The Alternate Judges shall serve as Presiding Judges in the event that the
regularly appointed Presiding Judge is unable to serve. The Alternate Judge shall be
appointed by the Presiding Judge to serve as a clerk in the event that the election is
conducted by the regularly appointed Presiding Judge.
Early voting by personal appearance shall commence on the 20th day of October,
2003, and end on the 31 st day of October, 2003. Early voting shall be conducted at the
locations indicated on Exhibit B. The days and hours of voting at the early voting
C locations also shall be as described on Exhibit B hereto.
The sealed ballot box procedure established by Subchapter C, Chapter 127, Texas
Election Code, shall be used for this Special City Election.
ELECTION NOTICE
The Mayor of the City of Lubbock hereby gives notice of the above named City
of Lubbock Special Election and the City Secretary of the City of Lubbock is hereby
ordered to cause publication of the Special City Election on November 4, 2003, by
publication of this Order and Notice of Special City Election in a newsRaper of general
circulation at least once no earlier than the 30th day or later than the 10 day before
election day. In addition, a copy of this Order and Notice of Special City Election shall
be posted not later than the 2 1 " day before election day on the bulletin board used for
posting notices of meetings of the governing body and a notice of consolidation shall be
posted not less than 10 days before election day at any polling places not consolidated at
the last previous election which shall indicate the precinct's consolidation and the
location of the new polling place.
The City Secretary shall serve a duly certified copy of this Election Order and
Notice of Special City Election upon each of the Presiding Judges named in Exhibit A
- - -- - hereto not later than the seventh -dayafter the-
si gning of this Election Order and Notice or
the 15th day before the election, whichever is later.
SIGNED AND EXECUTED in the Municipal Building at Lubbock, Texas, this
13th day of August, 2003.
Is/ Marc McDougal
MARC McDOUGAL, MAYOR
ATTEST:
Is/ Rebecca Garza
Rebecca Garza, City Secretary
APPROVED AS TO FORM:
Is/ Donald G. Vandiver
Donald G. Vandiver, Attorney of Counsel
t_
ORDINANCE NO.2003-00086
AN ORDINANCE ORDERING A SPECIAL ELECTION TO BE HELD ON
NOVEM 3ER 4, 2003, FOR THE PURPOSE OF VOTING FOR OR AGAINST THE
ADOPTION OF A SALES AND USE TAX WITHIN THE CITY OF LUBBOCK FOR THE
PROMOTION AND DEVELOPMENT OF NEW AND EXPANDED BUSINESS
ENTERPRISES AT THE RATE OF ONE -EIGHTH (1/8) OF ONE PERCENT AND THE
ADOPTION OF AN ADDITIONAL SALES AND USE TAX WITHIN THE CITY OF
LUBBOCK AT THE RATE OF ONE-FOURTH (1/4) OF ONE PERCENT TO BE USED TO
REDUCE THE PROPERTY TAX RATE PURSUANT TO SECTION 4A(p) OF ARTICLE
5190.6 OF VERNON'S ANNOTATED CIVIL STATUTES; MAKING PROVISION FOR THE
CONDUCT OF SUCH ELECTION ACCORDING TO APPLICABLE PROVISIONS OF LAW;
PROVIDING FOR EXECUTION OF AN APPROPRIATE ELECTION ORDER HEREAFTER;
GIVING NOTICE OF SUCH ELECTION; AND OTHER PROVISIONS INCIDENT TO AND
RELATED TO THE PURPOSE HEREOF.
WHEREAS, the City Council of the City of Lubbock has determined that it would be in
the best interest of the citizens of the City of Lubbock to conduct a special election on November
4, 2003, for the purpose of voting for or against the adoption of a one -eighth (1/8) of one percent
sales and use tax within the City of Lubbock for promotion and development of new and
expanded businessenterprisesand the adoption of a one-fourth (1/4) of one percent additional
` sales and use tax to be used to reduce the property tax rate; NOW THEREFORE:
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
- SECTION 1. THAT the City Council of the City of Lubbock hereby orders a Special
Election be held on the 4th day of November, 2003, which date is the next succeeding uniform
election date available for municipal elections for which sufficient time elapses for the holding of
an election after passage of this Ordinance. Said election shall be held to determined whether
one -eighth (1/8) of one percent sales and use tax should be imposed within the City of Lubbock
for promotion and development of new and expanded business enterprises and one-fourth (1/4)
of one percent sales and use tax should be imposed to reduce the tax rate pursuant to Section 4A
of Article 5190.6 of Vernon's Annotated Civil Statutes.
SECTION 2. THAT an electronic voting system shall be used in this election, including
early voting. Ballots shall be prepared in accordance with the applicable provisions of the
Election Code so that voters may cast their ballots either "for" or "against" the measure, which
shalt appear on the ballot substantially as follows:
PROPOSITION
FOR: THE ADOPTION OF A SALES AND USE TAX WITHIN THE
AGAINST: CITY FOR THE PROMOTION AND DEVELOPMENT OF NEW
AND EXPANDED BUSINESS ENTERPRISES AT THE RATE
OF ONE -EIGHTH (1/8) OF ONE PERCENT AND THE
ADOPTION OF AN ADDITIONAL SALES AND USE TAX
WITHIN THE CITY AT THE RATE OF ONE-FOURTH (1/4) OF
ONE PERCENT TO BE USED TO REDUCE THE PROPERTY
TAX RATE."
SECTION 3. THAT the election shall be held at the voting places set forth in an
appropriate election order to be issued hereafter and all persons qualified to vote in the City of
Lubbock under the election laws of the State of Texas shall be allowed to vote therein. Said
Special Election shall be held and the polling places shall be open from 7:00 A.M. to 7:00 P.M.
and all electors shall vote in the precinct of their residence unless otherwise provided in the
election order. The sealed ballot box procedure established by Subchapter C, Chapter 127, Texas
Election Code shall be used for this election.
SECTION 4. THAT notice of this election shall be published in a newspaper of general
circulation published in the City of Lubbock by publication of this Ordinance in its entirety at
least once not earlier than the 30th day or later than the 1 Oth day before election day. In addition,
notice of the election shall be posted as required by the Texas Election Code.
SECTION 5. THAT early voting shall be conducted October 20, 2003, to October 31,
2003, at the main early voting place located at the office of the City Secretary, 1625 13t' Street,
on weekdays, during the regular business hours of the City Secretary, which are from 8:00 a.m. to
5:00 p.m. Early voting by personal appearance shall also shall be conducted at the locations and
times indicated in an appropriate election order issued by the Mayor in accordance with this
ordinance. The hours and days of early voting at the branch early voting locations shall not be
less than those of the main early voting place.
AND IT IS SO ORDERED.
Passed by the City Council on first reading this 5th day of August, 2003.
Passed by the City Council on second reading 6th day of August, 2003.
/s/ Marc McDougal
MARC McDOUGAL, MAYOR
ATTEST:
/s/ Rebecca Garza
Rebecca Garza, City Secretary
APPROVED AS TO FORM:
r /s/ Donald G. Vandiver
Donald G. Vandiver, Attorney of Counsel
EXHIBIT A
POLLING LOCATIONS
ELECTION PRECINCT PRESIDING
JUDGES/ALTERNATE JUDGES
/�TTV d"%W T TTIM"A .,
y
POLLING PLACE
t,+ll i vl• LVDDVl.I1
PRESIDING
ALTERNATE
AND PRECINT NUMBER
JUDGE
JUDGE
Wolffarth Elementary School
Frances Autry
Ernestine Picon
3202 Erskine
1 / 114 (Consolidated)
Arnett Elementary School
Rita Veal
Ethel Fair
701 East Queens
2
Mc Whorter Elementary School
Frances L. Martinez
Jesus Marin Martinez
2711 1st Street
3
Jackson Elementary School
Lilly Carrillo
Joe Carrillo
201 Vernon
4
Guadalupe Elementary School
Julia Carrillo
Otis Cook
101 North Avenue P
5
Alderson Jr. High School
Rosie Wilson
John Cervantez
219 Walnut
F
6
Bowie Elementary School
-
Terry Richardson
Joe Dee Smith
2902 Chicago
7
Ramirez Elementary School
Alicia Hernandez
Linda Palmer
702-Avenue T
8
Rush Elementary School
Peggy Raub
Anita Castillo
4702 15th Street
9/50 (Consolidated)
• EXHIBIT A
POLLING LOCATIONS
F"I ELECTION PRECINCT PRESIDING
JUDGES/ALTERNATE JUDGES
CITY OF LUBBOCK
,. POLLING PLACE PRESIDING
AND PRECINT NUMBER JUDGE
Lubbock High School Barbara Cooper
2004 19th Street
10
Haynes Elementary School Marjorie Morris
3802 60th Street
12
C-
ALTERNATE
JUDGE
Grant Cooper
Dorothy Gardner
Smylie Wilson Jr. High School
Carol Newsom
Doris Bines
4402 31st Street
13
Overton Elementary School
Tommy Jones
Jennifer Jones
2902 Louisville
14
Roscoe Wilson Elementary School
Sandy Harper
Judy Wadsworth
2807 25th Street
15/49 (Consolidated)
J. T. Hutchinson Jr. High School
Frankie Minyard
Viola Seagraves
3102 Canton
16
Dupre Elementary School
Rita Pettigrew
Lucille Minner
2008 Avenue T
17
O. L. Slaton Jr. High School
Earnestine Frazier
(Jesse) Jackie Payne
1602 32nd Street
18
Bean Elementary School
Natalia Campos
Pat Mata
3001 Avenue N
19
EXHIBIT A
POLLING LOCATIONS
ELECTION PRECINCT PRESIDING
JUDGES/ALTERNATE JUDGES
CITY OF LUBBOCK
POLLING PLACE PRESIDING ALTERNATE
AND PRECINT NUMBER JUDGE JUDGE
Ella Iles Elementary School (Willie) Ruth Priestly Rubye Donaldson
2401 Date
20
Stubbs Elementary School
k"
3516 Toledo
21
Maedgen
Elementary School
4401 Nashville
22
Lubbockview Christian Church
3301 34 h Street
23
Wheelock Elementary
School
3008 42nd Street
24
Brown Elementary School
2315 36th Street
25
Harwell Elementary School
z
4101 Avenue D
26
Wester Elementary School
460-2 Chicago
27
Parsons Elementary School
2811 58th Street
�.
28
Jo Taylor I Jody Cooley
Bettye Portwood I Lana Pearson
Gerald Harris I Elsie Roberts
Betty Bradford I John Bradford
Diana Chapa I Elaine Atkinson
Kathy Lambert Irene Silvas
Pat Sanders I Orpha Marion
Janie Lopez I Alma Myers
EXHIBIT A
POLLING LOCATIONS
ELECTION PRECINCT PRESIDING
JUDGES/ALTERNATE JUDGES
!''iTV CtV T TTD"d-%W"7�
POLLING PLACE
i �. vi• LVLLVI_.11
PRESIDING
ALTERNATE
AND PRECINT NUMBER
JUDGE
JUDGE
Atkins Jr. High School
To be determined
Joyce Blackburn
5401 Avenue U
29
Stewart Elementary School
Jesse Rangel
Bruce Bender
4815 46th Street
30
Carlota Ramos
Posey Elementary School
Lucinda Griffin
1301 Redbud
40
Mackenzie Jr. High School
Willie Phillips
Allene Castro
5402 12th Street
47
All Saints Episcopal School Jackie White (man)
To be determined
3222 103rd Street
52/67 (Consolidated)
Lubbock Christian University Robert W. Anderson
Mary Jane Quevedo
5601 19th Street
53
Honey Elementary School Joycelyn O'Steen
Charlotte Madigan
3615 86th Street
54/109 (Consolidated)
To be determined
St. Theresa Catholic Church Hall Thelma Badillo
2204
Upland (07)-
57/115
(Consolidated)
Hardwick
Elementary School Betty Snodgrass
Virginia Melvin
1420
Chicago
59
EXHIBIT A
POLLING LOCATIONS
ELECTION PRECINCT PRESIDING
JUDGES/ALTERNATE JUDGES
CITY OF LUBBOCK
POLLING PLACE PRESIDING
AND PRECINT NUMBER JUDGE
Evans Jr. High School Don Shores
4211 58th Street
60
Whiteside Elementary School
�-'
7508 Albany
62
Lakeridge
United Methodist
Family Ministry Center
4601 83rd Street
66/110 (Consolidated)
Frenship North Ridge Elementary School
6302 11th Place
Melonie Park South Club House
3426 74th Street
75
Reese Center
9421 4th Street (at War Avenue)
76/92 (Consolidated)
DAV (Disabled American Veteran Bldg)
Chapter 44
7414 83`d Street
-111/104/112 (Consolidated)
Broadview Baptist Church
1302 North FrwWord
113/58/63 (Consolidated)
Bayless Elementary School
2115 58th Street
118
(Winston) Norris Rumsey
Alice Hancock
Ernestine Cantu
To be determined
Nancy Edwards
Jerry Reyna
Dr. Robert Yost
Geneva Botkin
ALTERNATE
JUDGE
To be determined
Colystra Wallers
Carolyn Young
Katie Vanlandingham
Betty Edwards
Jeff Edwards
To be determined
Betty Brown
Louis Botkin
EXHIBIT A
POLLING LOCATIONS
ELECTION PRECINCT PRESIDING
JUDGES/ALTERNATE JUDGES
CITY OF LUBBOCK
POLLING PLACE
PRESIDING
ALTERNATE
AND PRECINT NUMBER
JUDGE
JUDGE
Faith Temple
To be determined
Deanna Johnson
2408 74th Street
119
Murfee Elementary School
Alton Shaw
Pat Smithee
6901 Nashville Drive
122
Waters Elementary
Mary Ann Bridges
Sue Hernandez
3006 78th Street
123
Calvary Baptist Church
To be determined
Pat Hollabaugh
5301 82nd Street
124
Preston Smith Elementary School
To be determined
Sheila Motley
8707 Dover
125/78 (Consolidated)
Williams Elementary School
Arvilla Carley
Jean Lasater
4812 58th Street
126
Grand Court Retirement Center
Jack Harkins
Betty Harkins
4601 71st Street
127
South Plains Church of Christ
Alvin) Buddy Neugebauer
Betty Neugebauer
6802 Elkhart Avenue
128
Frenship Crestview Elementary School
Ruth Schiermeyer
Connie Chapman
6020 81st Street
129/96/116 (Consolidated)
EXHIBIT B
EARLY VOTING LOCATIONS
November 4, 2003 Special Election -Sales Tax
City Secretary's Office (1625 131h Street)
James Ball and Sue Ball, Temporary Deputy Early Voting Clerk
Oct 20, 2003 - Oct 24, 2003 Mon -Fri 8:00 A.M. - 5:00 P.M.
Oct 27, 2003 - Oct 31, 2003 Mon -Fri 8:00 A.M. - 5:00 P.M.
South Plains Mall (6002 Slide Road)
Betty Harkins and Joyclyn O'Steen.
Temporary Deputy Early Voting Clerks
Oct 20, 2003 - Oct 24, 2003
Mon -Fri
10:00 A.M. - 7:00 P.M.
Oct 25, 2003
Sat
10:00 A.M. - 7:00 P.M.
Oct 26, 2003
Sun
1:00 P.M. - 6:00 P.M.
Oct 27, 2003 - Oct 29, 2003
Mon -Wed
10:00A.M. - 7:00 P.M.
Oct 30, 2003 - Oct 31, 2003
Thurs - Fri
10:00 A.M. - 8:00 P.M.
Albertson's Food and Drug (3249 50`h
Street)
Jo Tavlor and Geneva Botkin, Temporary Deputy Early Voting Clerks
Oct 20, 2003 - Oct 24, 2003
Mon -Fri
10:00 A.M. - 7:00 P.M.
Oct 25, 2003
Sat
10:00 A.M. - 7:00 P.M.
Oct 26, 2003
Sun
1:00 P.M. - 6:00 P.M.
Oct 27, 2003 - Oct 29, 2003
Mon -Wed
10 00A.M. - 7.00 P.M.
Oct 30, 2003 - Oct 31, 2003
Thurs - Fri
10:00 A.M. - 8:00 P.M.
United Supermarket #501(2630 Parkway Drive)
Rubve Donaldson and Ruth Priestly,
Temporary Deputy Early Voting Clerks
Oct 20, 2003 - Oct 24, 2003
Mon -Fri
10:00 A.M. - 7:00 P.M.
Oct 25, 2003
Sat
10:00 A.M. - 7:00 P.M.
Oct 26, 2003
Sun
1:00 P.M. - 6:00 P.M.
Oct 27, 2003 - Oct 29, 2003
Mon -Wed
10:00A.M. - 7:00 P.M.
Oct 30, 2003 - Oct 31, 2003
Thurs - Fri
10:00 A.M. - 8:00 P.M.
United Supermarket #503 (112 North University)
Frances Martinez and Jesse Martinez,
Temporary Deputy Early Voting Clerks
Oct 20, 2003 - Oct 24, 2003
Mon -Fri
10:00 A.M. - 7:00 P.M.
Oct 25, 2003
Sat
10:00 A.M. - 7:00 P.M.
Oct26, 2003
Sun
1i00-P.M. - 600 P:M:
Oct 27, 2003 - Oct 29, 2003
Mon -Wed
10:00A.M. - 7:00 P.M.
Oct 30, 2003 - Oct 31, 2003
Thurs - Fri
10:00 A.M. - 8:00 P.M.
a`
United Supermarket #505 (401 Slide Road)
R
Frances Autrey and Joy Wright. _ Temporary Deputy Early Voting Clerks
Oct 20, 2003 — Oct 24, 2003
Mon -Fri
10:00 A.M. — 7:00 P.M.
Oct 25, 2003
Sat
10:00 A.M. — 7:00 P.M.
Oct 26, 2003
Sun
1:00 P.M. — 6:00 P.M.
Oct 27, 2003 — Oct 29, 2003
Mon -Wed
10:00A.M. — 7:00 P.M.
Oct 30, 2003 — Oct 31, 2003
Thurs — Fri
10:00 A.M. — 8:00 P.M.
United Supermarket #506 (1701 50th
Street)
Lilly Carillo and Al Gome ., Temporary Deputy Early Voting Clerks
Oct 20, 2003 — Oct 24, 2003
Mon -Fri
10:00 A.M. _ 7:00 P.M.
Oct 25, 2003
Sat
10:00 A.M. — 7:00 P.M.
Oct 26, 2003
Sun
1:00 P.M. — 6:00 P.M.
Oct 27, 2003 — Oct 29, 2003
Mon -Wed
10:00A.M. — 7:00 P.M.
Oct 30, 2003 — Oct 31, 2003
Thurs — Fri
10:00 A.M. — 8:00 P.M.
United Supermarket #543 (8201 Quaker
Avenue)
Carol Newsom and Jack Harkins, Temporary Deputy Early Voting Clerks
Oct 20, 2003 — Oct 24, 2003
Mon -Fri
10:00 A.M. — 7:00 P.M.
Oct 25, 2003
Sat
10:00 A.M. — 7:00 P.M.
_ �
Oct 26 2003
Sun-
l s00 P.M. = 6:00 P.M.
P.M.
Oct 27, 2003 — Oct 29, 2003
Mon -Wed
10:00A.M. — 7:00 P.M.
Oct 30, 2003 — Oct 31, 2003
Thurs — Fri
10:00 A.M. — 8:00 P.M.
CITY OF LUBBOCK §
COUNTY OF LUBBOCK §
STATE OF TEXAS §
CERTIFICATE TO COPY OF PUBLIC RECORD
I hereby certify, in the performance of the functions of my office, that the attached
instrument is a full, true and correct copy of Resolution No. 2003-RO511 as the same
appears of record in my office and that said document is an official record from the public
office of the City Secretary of the City of Lubbock, Lubbock County, State of Texas, and
is kept in said office.
I further certify that I am the Deputy City Secretary of the City of Lubbock, that I
have legal custody of said record, and that I am a lawful possessor and keeper and have
legal custody of the records in said office.
In witness whereof I have hereunto set my hand and affixed the official seal of
said office this 3rd day of August, 2007.
(City Seal)
To y Com
Deputy City Secretary
City of Lubbock
Lubbock County, State of Texas
Resolution No. 2003-10511
November 7, 2003
Item No. 2
RESOLUTION
A RESOLUTION CANVASSING THE RETURNS AND DECLARING THE
RESULTS OF THE SPECIAL CITY ELECTION HELD NOVEMBER 4, 2003.
WHEREAS, an election was held in the City of Lubbock on the 4th day of
November, 2003, for the purpose of voting for or against the adoption of a one -eighth
(1/8) of one percent sales and use tax within the City of Lubbock for promotion and
development of new and expanded business enterprises and the adoption of one-fourth
(1/4) of one percent additional sales and use tax to be used to reduce the property tax rate;
and
WHEREAS, it is hereby found and determined that notice of the election was duly
given in the form, manner and time required by law, and said election was in all respects
legally held and conducted in accordance with the Lubbock City Charter and applicable
laws of the State of Texas governing the calling and governing of such election; and
WHEREAS, the returns of said election have been duly and legally made and
submitted to the City Council for canvassing, and a tabulation of the returns for each
polling place and for early voting, as canvassed and tabulated by this governing body and
shown in Exhibit A attached hereto, reflect that the sum of precinct vote totals "FOR" and
"AGAINST" such proposition ordinance are as follows:
PROPOSITION
"THE ADOPTION OF A SALES AND USE TAX WITHIN THE CITY FOR THE
PROMOTION AND DEVELOPMENT OF NEW AND EXPANDED BUSINESS
ENTERPRISES AT THE RATE OF ONE -EIGHTH (1/8) OF ONE PERCENT AND
THE ADOPTION OF AN ADDITIONAL SALES AND USE TAX WITHIN THE CITY
AT THE RATE OF ONE-FOURTH (114) OF ONE PERCENT TO BE USED TO
REDUCE THE PROPERTY TAX RATE."
VOTES FOR: 10,324
VOTES AGAINST: 6,527
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
LUBBOCK, TEXAS:
SECTION 1. THAT all of the recitals contained in the preamble of this Resolution
are found to be true and are adopted as findings of fact by this governing body as part of
its decision.
SECTION 2. THAT it is further found and determined that the results of the
election are as canvassed and tabulated in the preamble hereof and in Exhibit A attached
avUO - r—UZ: Jrl
hereto, and, a majority of the electors voting at said election having voted
in fawn of the pmapositim (in favor of the proposition or against the proposition), the
City Council hereby declares the result of the Special City Election to be that said
proposition has (has or has not) passed.
PASSED AND APPROVED by the City Council of the City of Lubbock this 7th day of
November, 2003.
ARC L, AYOR
ATTEST:
Rebecca Garza, City Secretary
APPROVED AS TO FORM:
0
Mnald G. Vandiver, Attorney of Counsel
Dd/etect/CanvSaiesTaxElecRes
October 22, 2003
2
CERTIFICATE OF BANK
State of Texas §
County of Lubbock §
I, the undersigned duly authorized representative of PlainsCapital Bank (the `BanR),
acknowledge that no official statement or other disclosure or offering document has been
prepared in connection with the execution and delivery to the Bank of that certain taxable
promissory note of the Lubbock Economic Development Alliance. Inc. (the "Corporation) dated
the 23rd day of August, 2007 in the stated principal amount of Seven Million Two Hundred Fifty
Thousand and no/100 Dollars ($7,250,000) (the`Notd). The undersigned represents that the Bank
is a knowledgeable and sophisticated investor with experience in acquiring debt obligations such
as the Note. The undersigned is familiar with the financial condition and affairs of the
Corporation, particularly with respect to its ability to pay economic development sales and use
tax supported obligations such as the Note. The undersigned has received from the Corporation
all information that it has requested in order for it to assess and evaluate the security and source
of payment for the Note. The undersigned is acquiring the Note for its own account and will not
make a public distribution, sale or assignment of the Note. The undersigned acknowledges that
the Note is non-negotiable and non -transferable.
IN WITNESS WHEREOF, I have executed and delivered this Certificate on this 23rd
day of August, 2007.
PLAINSCAPITAL BANK
G z�
Joe D. Ma , Senior Vice esident
B-1
Error! Unknown document property name.
Vinson&Elkins
August 23, 2007
Lubbock Economic Development Alliance, Inc.
Wells Fargo Center
1500 Broadway 6th Floor
Lubbock, Texas 79401
PlainsCapital Bank
5010 University Avenue
Lubbock, Texas 79413
City of Lubbock
P.O. Box 2000
Lubbock, Texas 79457
WE HAVE REPRESENTED the Lubbock Economic Development Alliance, Inc.
-- (the "Corporation") in connection with its $7,250,000 loan (the "Loan") pursuant to a certain
Taxable Loan Agreement, dated as of August 23, 2007 (the "Loan Agreement"), by and
between the Corporation and PlainsCapital Bank (the "Bank"), which includes provisions
therein for the execution and delivery of a promissory note (the "Note") from the Corporation
to the Bank.
_ FOR THE PURPOSES of this opinion, all capitalized terms used herein have the
meanings defined for and assigned to them in the Loan Agreement and the resolution (the
"Resolution") adopted by the Board of Directors of the Corporation on August 20, 2007,
approving the Loan Agreement and the Note.
THE PROCEEDS OF THE LOAN are to be used to construct streets and roads,
- water, electric and gas utilities improvements, drainage and related improvements, and
telecommunications and internet improvements to serve the Lubbock Railport and Lubbock
Business Park in the City as authorized by Section 4A of the Development Corporation Act
of 1979, as amended, Article 5190.6, Texas Revised Civil Statutes (the "Act") and (ii) to pay
costs associated with the Loan.
OUR LEGAL SERVICES as the Corporation's bond counsel were limited to
rendering our opinion with respect to the legality and validity of the Loan Agreement and the
Note under the Constitution and laws of the State of Texas. We have not investigated or
verified original proceedings, records, data or other material, but have relied solely upon the
Vinson & Elkins LLP Attorneys at Law Austin Beijing Dallas Trammell Crow Center, 2001 Ross Avenue, Suite 3700
Dubai Houston London Moscow New York Tokyo Washington Dallas, Texas 75201-2975 Tel 214.220.7700 Fax 214.220.7716
www.velaw.com
IDallas 1293083v.1
[ v&E
August 23, 2007 Page 2
transcript of proceedings described in the following paragraph. We have not assumed any
responsibility with respect to the financial condition or capabilities of the Corporation or the
disclosure thereof in connection with the Loan.
IN OUR CAPACITY as bond counsel, we have participated in the preparation of and
have examined a transcript of certified proceedings pertaining to the Loan on which we have
relied in giving our opinion. The transcript contains certified copies of certain proceedings
of the Corporation, customary certificates of officers, agents and representatives of the
Corporation and other public officials, and other certified showings relating to the
authorization of the Loan and delivery of the Loan Agreement and the Note. We have also
examined the executed Note.
BASED ON SUCH EXAMINATION, IT IS OUR OPINION THAT:
1. The Loan Agreement and the Note have been duly authorized, executed and
delivered by the Corporation in accordance with the Constitution and laws of the State of
Texas and, assuming due execution of the Loan Agreement by the Bank, constitute valid and
binding obligations of the Corporation enforceable in accordance with their respective terms.
2. The obligations of the Corporation under the Loan Agreement and the Note
are payable from and are secured by a lien on and pledge of the Pledged Revenues, which
consist generally of funds collected from the 1/8 of 1% sales and use tax levied by the City
on behalf of the Corporation for the promotion of economic development pursuant to the Act.
Neither the State of Texas, the City nor any other political subdivision or agency thereof shall
be obligated to pay the obligations of the Corporation under the Loan Agreement and the
Note and neither the faith and credit nor the taxing power of the State of Texas, the City or
any other political subdivision or agency thereof is pledged to the payment of the same
except to the extent the Corporation is obligated to pay said obligations from a lien on and
pledge of the Pledged Revenues, when issued.
IT IS OUR FURTHER OPINION THAT interest on the Loan is subject to U.S.
federal income taxation under existing law.
THE RIGHTS OF THE OWNERS of the Note and the enforceability of the Loan
Agreement, are subject to the applicable provisions of the federal bankruptcy laws and any
other similar laws affecting the rights of creditors of political subdivisions generally, and
may be limited by general principles of equity which permit the exercise of judicial
discretion.
Dallas 1293083v.1
August 23, 2007 Page 3
Except as stated above, we express no opinion as to any federal, state or local tax
consequences resulting from the receipt or accrual of interest on, or acquisition, ownership or
disposition of the Note.
The opinions set forth above are based on existing law, which is subject to change.
Such opinions are further based on our knowledge of facts as of the date hereof. We assume
no duty to update or supplement these opinions to reflect any facts or circumstances that may
hereafter come to our attention or to reflect any changes in any law that may hereafter occur
or become effective.
It- F L" -'Y' X 10,
Dallas 1293083v.1
CLOSING CERTIFICATE
Pursuant to Section 4.01(e) of that certain Taxable Loan and Security Agreement (the
"Loan Agreement") dated as of August 23, 2007, by and among Lubbock Economic
Development Alliance, Inc., a nonprofit industrial development corporation duly established and
created pursuant to Section 4A of the Development Corporation Act of 1979, Article 5190.6,
Texas Revised Civil Statutes Annotated, as amended, created by or on behalf of the City of
Lubbock, Texas (the "Corporation") and PlainsCapital Bank, a state banking association (the
"Bank"), the Corporation hereby certifies to the Bank, with the intention that the Bank shall be
entitled to rely fully hereon without further independent investigation on their part, that:
(i) The representations and warranties of the Corporation set forth in the Loan
Agreement are true and correct on the date hereof and on and as of the
Closing Date.
(ii) The Corporation Documents are in full force and effect and have not been
amended or supplemented except as may have been agreed to in writing
by the Bank.
(iii) The Corporation is not in default with respect to any of its outstanding
obligations.
(iv) No litigation is pending or, to the best of our knowledge, threatened in any
court to restrain or enjoin the execution and delivery of the Loan
Documents or the levy and collection of the Economic Development Sales
and Use Tax or the pledge thereof, or contesting of affecting the adoption
and validity of the Resolution or the authorization, execution and delivery
of the Corporation Documents, or contesting the powers of the Board of
Directors of the Corporation.
(v) No Event of Default has occurred and is continuing.
Unless expressly indicated otherwise herein, capitalized terms in this Certificate shall have the
same respective meanings as are ascribed to them in the Loan Agreement.
Remainder of page intentionally left blank
` Officer's Certificate
rt/
EXECUTED AND DELIVERED this.13 day of August, 2007
BORROWER:
LUBBOCK ECONOMIC DEVELOPMENT
ALLIANC , INC.
Gary C. Lawrence
President and Chief Executive Officer
Officer's Certificate