HomeMy WebLinkAboutResolution - 2022-R0423 - Finance Jones Stadium - New Hope Cultural Education Facilities Finance and RRFFResolution No. 2022-RO423
Item No. 6.17
October 11, 2022
RESOLUTION NO. 2022-RO423
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
LUBBOCK, TEXAS, AUTHORIZING THE MAYOR TO APPROVE THE
NEW HOPE CULTURAL EDUCATION FACILITIES FINANCE
CORPORATION'S ACCEPTNG A TAX-EXEMPT LOAN AND
EXECUTION OF A NOTE IN EVIDENCE THEREOF TO OBTAIN
FUNDS ON BEHALF OF THE RED RAIDER FACILITIES
FOUNDATION TO FINANCE JONES STADIUM AND RELATED
FACILITIES IMPROVEMENT AND EXPANSION AND OTHER
MATTERS IN CONNECTION THEREWITH
WHEREAS, the New Hope Cultural Education Facilities Finance Corporation (the
Corporation) was created pursuant to the Cultural Education Facilities Finance Corporation Act,
Article 1528m, Vernon's Revised Civil Statutes, as amended (now codified at Chapter 337, as
amended, Texas Local Government Code and herein referred to as the Act), and has the power,
authority and right borrow and lend money for its corporate purpose, which includes financing
the costs of acquiring and improving real and personal that is found by the Issuer's governing
body to be necessary or convenient to finance, refinance, acquire, construct, enlarge, remodel,
renovate, improve, furnish, or equip for cultural education or community benefit that, among
other purposes, promotes and educates about health and physical fitness; and
WHEREAS, Red Raider Facilities Foundation, Inc., a Texas non-profit corporation
organized under Chapter 22, as amended, Texas Business Organizations Code and a recognized
non-profit corporation under Internal Revenue Code Section 501(c)(3) (the Borrower), has
requested that the Corporation, pursuant to the Act and a tri-party loan agreement (the Loan
Agreement) among the Corporation, the Borrower, and Truist Bank (the Bank), incur a tax-
exempt, drawdown construction loan in the maximum amount of $225,000,0000 (the Loan) and
further loan the proceeds therefrom to the Borrower to provide to the Borrower funds to (a)
finance the costs of designing, redeveloping, constructing and equipping the south end zone at
Jones AT&T Stadium and a new athletic training facility on the campus of Texas Tech
University, (b) fund capitalized interest on the Loan, and (c) pay the costs of obtaining the Loan
(collectively, the Project); and
WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the
Code), requires that the Loan and the Project be approved by the "applicable elected
representative" of the governmental unit in which the financed facility is located after a public
hearing following reasonable public notice in accordance with the Code and associated
regulations (Notice); and
WHEREAS, the Mayor of the City of Lubbock, Texas (the City), as the applicable
elected representative of the City, has been requested to approve the Corporation's incurrence of
the Loan and the Project in accordance with the requirements of the Code, and shall be furnished
with evidence of the Notice and minutes of the public hearing conducted in connection therewith;
and
WHEREAS, the Council desires to hereby authorize the Mayor to approve the issuance
of the Loan and the Project; and
Resolution
WHEREAS, the actions of the Corporation with respect to the Project and the Loan
(including the incurrence of the Loan and the execution and delivery of the Loan Agreement)
and the action of the Mayor and the Council with respect to the matters described herein will
create no liability for the City, the Mayor, or the Council, and the Council desires to authorize
the Mayor to execute the required approval in connection with the incurrence of the Loan and
Borrower's pursuit of the Project.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF LUBBOCK, TEXAS, THAT:
SECTION 1
The Mayor of the City is hereby authorized to approve the Corporation's incurrence of
the Loan and the Borrower's pursuit of the Project, for the limited purposes stated herein, and to
execute and deliver such approval as requested.
SECTION 2
The authorization to approve the Loan and the Project is made for the sole purpose of
satisfying the requirements of Section 147(f) of the Code, and for no other purpose and shall not
be construed as a representation, warranty or other undertaking of any kind by the City, the
Mayor, or the Council in respect of the Loan or the Project. The Loan shall not constitute an
obligation of the City or a pledge of its faith and credit, and the City shall not be obligated to pay
the Loan (including principal thereof, interest thereon, or fees and expenses associated therewith)
or otherwise incur any liability in respect thereof.
SECTION 3
The Mayor and City Secretary of the City and other officers of the City are hereby
authorized to execute and deliver such instruments, certificates or documents necessary or
advisable to carry out the intent and purpose of this resolution.
SECTION 4
This Resolution shall take effect immediately upon its passage and shall continue in force
and effect from the date hereof.
Passed by the City Council this 1 lth day of October , 2022.
ATTEST:
Qatecl Jlc
Reb ca Garza, City Secre
C /
TRAY OR
Resolution
APPROVED AS TO CONTENT:
//,-� ?t�ge
f L-A-
D. ku-Kostefich, Chief inancial Officer
APPROVED AS TO FORM:
Am i , Assis ity Attorney
if
Resolution
CERTIFICATE OF RESOLUTION
The undersigned City Secretary of the City of Lubbock, Texas, hereby certifies as follows:
1. The City Council of the City of Lubbock, Texas (the Council) convened in regular
session on the 11'' day of October, 2022, at the regular meeting place, being City Council
Chambers, Citizens Tower, 1314 Avenue K, Lubbock, Texas, and the roll was called of the duly
constituted officers and members of said Council, to wit:
Tray Payne, Mayor
Shelia Patterson Harris, Mayor Pro Tern, District 2
Christy Martinez -Garcia, District 1
Mark W. McBrayer, District 3
Steve Massengale, District 4
Dr. Jennifer Wilson, District 5
Latrelle Joy, District 6
and all members of the Council were present, except NSA , thus constituting a
quorum. Whereupon, among other business, a written Resolution (the Resolution) bearing the
following caption was introduced for consideration by the Council.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
LUBBOCK, TEXAS, AUTHORIZING THE MAYOR TO
APPROVE THE NEW HOPE CULTURAL EDUCATION
FACILITIES FINANCE CORPORATION'S ACCEPTNG A
TAX-EXEMPT LOAN AND EXECUTION OF A NOTE IN
EVIDENCE THEREOF TO OBTAIN FUNDS ON BEHALF OF
THE RED RAIDER FACILITIES FOUNDATION TO FINANCE
JONES STADIUM AND RELATED FACILITIES
IMPROVEMENT AND EXPANSION AND OTHER MATTERS
IN CONNECTION THEREWITH
was introduced and submitted to the Council for passage and adoption. After presentation and
discussion of the Resolution, a motion was made by Councilmember McBrayer that the
Resolution be finally passed and adopted in accordance with the City's Home Rule Charter. The
motion was seconded by Councilmember Dr. Wilson and carried by the following vote:
7 voted "For" 0 voted "Against" 0 abstained
2. The attached Resolution is a true and correct copy of the original on file in the
official records of the City; the duly qualified and acting members of the Council of the City on
the date of the Meeting are those persons shown above, and, according to the records of my office,
each member of the Council was given actual notice of the time, place, and purpose of the Meeting
and had actual notice that the Resolution would be considered; and the Meeting and deliberation
of the aforesaid public business, including the subject of the Resolution, was open to the public
and posted and given in advance thereof in compliance with the provisions of Chapter 551, as
amended, Texas Government Code.
SIGNED and SEALED on this I Ph day of October, 2022.
(SEAL)
Q,-&,
'k,
City kecretary
City of Lubbock, Texas
Certificate of Resolution
CERTIFICATE OF MAYOR
CITY OF LUBBOCK, TEXAS
The undersigned Mayor of the City of Lubbock, Texas (the City) hereby certifies with
respect to the issuance by the New Hope Cultural Education Facilities Finance Corporation (the
"Corporation") of its tax-exempt drawdown construction to ultimately finance the costs of
improvements to Jones AT&T Stadium and related facilities (the Loan), that:
1. This certificate is based upon the CERTIFICATE OF PUBLIC HEARING
OFFICER REGARDING PUBLIC HEARING attached hereto as Exhibit A relating to the
public hearing conducted on November 7, 2022, via teleconference, by the duly appointed hearing
officer of the Corporation in accordance with the requirements of Section 147(f) of the Internal
Revenue Code of 1986, as amended (the Code); and
2. Solely for purposes of the approval requirements of the aforesaid Section 147(f) of
the Code, and for no other purposes, in my capacity as Mayor, I hereby approve the Loan and the
facilities to be financed and refinanced with the proceeds of the Loan; provided, however, THAT
THIS APPROVAL SHALL NOT BE CONSTRUED AS (1) A REPRESENTATION OR
WARRANTY BY THE CITY, THE MAYOR OF THE CITY, THE STATE OF TEXAS OR ANY
OTHER AGENCY, INSTRUMENTALITY OR POLITICAL SUBDIVISION OF THE STATE
OF TEXAS THAT THE LOAN WILL BE PAID OR THAT ANY OBLIGATIONS ASSUMED
BY ANY OF THE PARTIES UNDER THE INSTRUMENTS DELIVERED IN CONNECTION
WITH THE LOAN WILL IN FACT BE PERFORMED; (2) A PLEDGE OF FAITH AND
CREDIT OF THE CITY OR THE STATE OF TEXAS OR ANY AGENCY,
INSTRUMENTALITY OR POLITICAL SUBDIVISION OF THE STATE OF TEXAS OR THE
CITY; OR (3) A REPRESENTATION OR WARRANTY BY THE CITY CONCERNING THE
VALIDITY OF THE CORPORATE EXISTENCE OF THE CORPORATION OR THE
VALIDITY OF THE CORPORATION'S OR THE BORROWER'S OBLIGATIONS UNDER
THE ASSOCIATED LOAN AGREEMENT OR NOTE PURSUANT TO WHICH THE LOAN
OR EVIDENCED, RESPECTIVELY.
Mayor, C' y o ubbock, Texas
Date: November 8 .2022
EXHIBIT A
CERTIFICATE OF PUBLIC HEARING OFFICER REGARDING PUBLIC HEARING
Re: New Hope Cultural Education Facilities Finance Corporation Tax -Exempt
Drawdown Construction Loan and Related Note for the Benefit of Red Raider
Facilities Foundation, Inc. (Jones AT&T Stadium Expansion and Related
Facilities Construction and Improvement)
CERTIFICATE OF PUBLIC HEARING OFFICER REGARDING PUBLIC HEARING
Re: New Hope Cultural Education Facilities Finance Corporation Tax -Exempt
Drawdown Construction Loan and Related Note for the Benefit of Red Raider
Facilities Foundation, Inc. (Jones AT&T Stadium Expansion and Related Facilities
Construction and Improvement)
The undersigned, Clay Binford, designated Hearing Officer of New Hope Cultural Education
Facilities Finance Corporation (the Corporation), the borrower of the above -referenced loan (the
Loan), called the Public Hearing of the Corporation held, via teleconference, on November 7, 2022
to order at 3:00 p.m.
I declared that a Public Hearing required under Section 147(f) of the Internal Revenue Code
of 1986 was open for purposes of discussing the Loan and the projects to be financed with the
proceeds of the Loan (the Project) by Red Raider Facilities Foundation, Inc., a Texas and federal
non-profit corporation.
I declared that the required notice of the Public Hearing for the Project was published in
McKinney Courier Gazette on October 23, 2022 and in the Lubbock Avalanche -Journal on
October 25, 2022, respectively, as evidenced by the separate and respective Affidavits of
Publication attached hereto as Schedule I.
I proceeded to hold the Public Hearing. No member of the public attended the Public Hearing
and thus no comments were made or discussed regarding the Project or the Loan.
After sufficient time was given for any member of the public to make their comments with
respect to the Loan and the Project, I declared the Public Hearing closed at 3:05 p.m.
DATED: November 7, 2022
ClWy BRiford, ring Officer
New Hope ult al Education Facilities
Finance Co r tion
CERTI�'ICATC OF MAYOR
TOWN OF NEW HOPE, TEXAS
The undersigned Mayor of the Town of New Hope, Texas (the Town) hereby certifies with
respect to the issuance by the New Hope Cultural Education Facilities Finance Corporation (the
Corporation) of its tax-exempt drawdown construction loan to ultimately finance the costs of
improvements to Jones AT&T Stadium and related facilities (the Loun), that:
1. This certificate is based upon the CERTIFICATE OF PUBLiC HCARING
OFFICER REGARDING PUBLIC IIEARING attached hereto as Exhibit A relating to the
public hearing conducted on the date specified in the same notice, via teleconference, by the duly
appointed hearing offcer of the Corporation in accordance with the requirements of Section 147(�
of the Internal Revenue Code of 1986, as amended (the Code); and
2. Solely for purposes of the approval requirements of the aforesaid Section 147( fl o f
the Code, and for no other purposes, in my capacity as Mayor, I hereby approve the Loan and lhe
facilities to be financed and refinanced with the proceeds of the Loan; provide�l hoti+�e>>er, T1 iAT
THIS APPROVAL SHALL NOT BE CONSTRUED AS (1) A REPRESENTATION OR
WARRANTY BY THE TOWN, THE MAYOR OF THE TOWN, THE STATE OF T�XAS OR
ANY OTHER AGENCY, INSTRUMENTALITY OR POLITICAL SUBDIVISION OF THF,
STATE OF TEXAS THAT THE LOAN WILL BE PAID OR THAT ANY O}3LIGATIONS
nSSUMED BY ANY OF THE YARTIES UNDER THE INSTRUMENI'S DELIVERF.D IN
CUNNECTION WITH T�-IE LOAN WTLL IN FACT BE PERFORMED; (2) A PLEDGE OP
FAITH AND CREDIT OF THE TOWN OR THE STATE OF TEXAS OR ANY AGENCY,
INS"l'RUMENI'ALITY OR POLITICAL SUBDIVISION OF THE S"TATE OF TEXAS OR THE
TOWN; OR (3) A REPRESENTATION OR Wt1RRANTY BY THE TOWN CONCERNING
1'HE VALIDITY OF THE CORPORATE EXISTENCE OF THE CORP TION OR TI-IE
VALIDITY OF THE COltPORATION'S OR THE BORROWER'S OBL TIONS UNDER
THE ASSOCIATED LOAN AGREEMENT OR NOTE PURSUA�IT� ICH THE OAN
OR EVIDENCED, RESPECTIVELY. �
Mayor, Town of New Hq�e� Texas
Date: Novemeber 8, 2022
SCHEDULEI
Affidavit of Publication
[attached hereto]
LOCAU10
Austin American -Statesman
Amarillo Globe -News
Lubbock Avalanche -Journal
PROOF OF PUBLICATION
April Chairez
McCall Parkhurst & Horton
112 E Pecan ST # 1310
San Antonio TX 78205-1531
STATE OF WISCONSIN, COUNTY OF BROWN
The Avalanche -Journal, a daily newspaper of general circulation in
the counties of: Cochran, Crosby, Dawson, Floyd, Gaines, Garza,
Hale, Hockley, Lamb, Lubbock, Lynn, Motley, Terry and Yoakum,
Texas; printed and published in Lubbock County, Texas; that the
publication, a copy of which is attached hereto, was published in
the said newspaper in the issues dated:
10/2512022
Sworn to and subscribed before on 10/25/2022
Publication Cost: $254.00
Order No: 7954086 # of Copies:
Customer No: 861157 1
PO #:
T -11S :IS NOT AN INVOICE!
Please do not use this form for payment remittance.
AMY KOKOTT
Notary Public
State of Wisconsin
PO Box 631667 Cincinnati, OH 45263-1667
The New Hope Cultural Education Facilities Finance Corporation (the
Corporation) will hold a public hearing at 3:00 p.m. (CT) on November 7,
2022 via teleconference. Among items to be discussed will be a proposal for
incurrence by the Corporation of a tax-exempt construction drawdown loan
in an aggregate principal amount not to exceed $225,000,000 (the Loan). The
proceeds of the Loan will be further loaned by the Corporation to the Red
Raider Facilities Foundation, Inc. (the Foundation) to provide to the
Foundation funds to (a) finance the costs of designing, redeveloping,
constructing and equipping the south end zone at Jones AT&T Stadium and a
new athletic training facility on the campus of Texas Tech University (the
Project), (b) fund capitalized interest on the Loan, and (c) pay the costs of
obtaining the Loan. The Project will be constructed by the Foundation, a
Texas non-profft corporation organized under Chapter 22, as amended,
Texas Business Organizations Code and an organization described in Section
501(c)(3) of the Internal Revenue Code of 1986 (the Code). The Project is
being constructed for the use and benefit of Texas Tech University (TTU)
and will be located on the campus of TTU, within the City of Lubbock,
Texas, and represents an expansion and extension of the existing Jones
AT&T Stadium and related Improvements. All interested parties are invited
to express their views with respect to the Project and the Loan by attending
the public hearing to be held via teleconference, by dialing the following toll -
free number 1.888-278-0296 (Posscode: 4581928#). Members of the public may
attend or submit written comments prior to the hearing regarding the
Project or the Loan to the Corporation c/o Clay Binford, McColl, Parkhurst
& Horton L.L.P., 112 E. Pecan Street, Suite 1310, San Antonio, Texas 78205.
This notice Is publicized (whether by publication In a qualifying newspaper
or by Internet posting) and the above -described hearing is to be held in
satisfaction of the requirements of Section 147(f) of the Code regarding the
public approval prerequisite t0 the exemption from federal income taxation
of Interest Incurred under the Loan. The public hearing will be held via
teleconference in accordance with Revenue Procedure 2022-20 issued by the
Internal Revenue Service.
#7954086
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LUBBOCK AVALANCHE -JOURNAL
Public Notices
Originally published at lubbockonline.com on 10/25/2022
NOTICE OF PUBLIC HEARING
The New Hope Cultural Education Facilities Finance Corporation (the Corporation) will hold a public hearing at 3:00 p.m. (CT)
on November 7, 2022 via teleconference. Among items to be discussed will be a proposal for incurrence by the Corporation of a
tax-exempt construction drawdown loan in an aggregate principal amount not to exceed $225,000,000 (the Loan). The proceeds
of the Loan will be further loaned by the Corporation to the Red Raider Facilities Foundation, Inc. (the Foundation) to provide to
the Foundation funds to (a) finance the costs of designing, redeveloping, constructing and equipping the south end zone at
Jones AT&T Stadium and a new athletic training facility on the campus of Texas Tech University (the Project), (b) fund
capitalized interest on the Loan, and (c) pay the costs of obtaining the Loan. The Project will be constructed by the Foundation, a
Texas non-profit corporation organized under Chapter 22, as amended, Texas Business Organizations Code and an organization
described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the Code). The Project is being constructed for the use
and benefit of Texas Tech University (TTU) and will be located on the campus of TTU, within the City of Lubbock, Texas, and
represents an expansion and extension of the existing Jones AT&T Stadium and related improvements. All interested
parties are invited to express their views with respect to the Project and the Loan by attending the public hearing to be held via
teleconference, by dialing the following toll -free number 1-888-278-0296 (Passcode: 4581928#). Members of the public may
attend or submit written comments prior to the hearing regarding the Project or the Loan to the Corporation c/o Clay Binford,
McCall, Parkhurst & Horton L.L.P., 112 E. Pecan Street, Suite 1310, San Antonio, Texas 78205. This notice is publicized
(whether by publication in a qualifying newspaper or by internet posting) and the above -described hearing is to be held in
satisfaction of the requirements of Section 147(f) of the Code regarding the public approval prerequisite to the exemption from
federal income taxation of interest incurred under the Loan. The public hearing will be held via teleconference in accordance with
Revenue Procedure 2022-20 issued by the Internal Revenue Service.
#7954086
GENERAL CERTIFICATE OF CORPORATION
This Certificate is hereby executed by the New Hope Cultural Education Facilities Finance
Corporation (the Corporation) for the benefit of all persons interested in the Corporation's acceptance of
taxable and tax-exempt loans (together, the Loan) for the benefit of and for the purpose of further loaning
the proceeds thereof to the Red Raider Facilities Foundation, Inc. (itself, acting for the benefit of Texas
Tech University).
1. On October 25, 2022 and at all times since such date to the date hereof, the following named
persons have duly constituted the Board of Directors (the Boarc� of the Corporation, and as indicated below,
certain of the directors are and at all times since such date have been duly selected, qualified and acting
officers of the Corporation for the offices set forth opposite their names:
2. The Corporation is duly incorporated and validly existing under the laws of the State of
Texas. Attached hereto as Exhibit A is a copy of the Corporation's Certificate of Fonnation, as the same
may have been amended, in each case as certified by the Secretary of State of the State of Texas, along with
the resolution authorizing the creation of the Corporation, and attached hereto as Exhibit B is a Certificate
of Fact of the Secretary of State of the State of Texas, certifying to the continued existence of the
Corporation. Except as shown in Exhibit A, such Certificate of Formation has not been amended and
remains in full force and effect. No Articles of Dissolution of the Corporation have been authorized,
executed, verified, or filed, no certificate of dissolution of the Corporation has been issued, and no
proceedings to tenninate the Corporation have been commenced.
3. Attached hereto as Exhibit C is a true and correct copy of the Bylaws of the Corporation,
as amended and in full force and effect at all times since October 25, 2022.
4. The Corporation is in good standing under the laws of the State of Texas. Attached hereto
as Exhibit D is evidence from the Comptroller of Public Accounts of the State of Texas which states that
the Corporation's Franchise Tax Account Status is active in the State of Texas
The Corporation is not in default on any of its obligations with respect to the Loan.
6. The resolution authorizing the Corporation's acceptance of the Loan (the Resolc�tion), a true
and correct copy of which is attached hereto as Exhibit E, was adopted at a duly convened meeting of the
Board on October 25, 2022, at which meeting a duly constituted quorum was present; consisting of all board
members except as indicated on the Certificate for Resolution attached to the Resolution; each of the officers
and members of the board of the Corporation (including those absent) was duly and sufficiently notified
officially and personally, in advance, of the time, place and purpose of the meeting; the Resolution was
adopted unaniinously; the original of the Resolution is on file in the official records of the Corporation and
such Resolution has not been amended and is in full force and effect; and the meeting was held and
conducted in accordance with the Certificate of Formation and the Bylaws of the Corporation.
7. The documents relating to the Loan to which the Corporation is a party and any other
agreements and documents to which the Corporation is a party and which are executed and delivered by
officers of the Corporation acting in their official capacities are in substantially the same fonn as the copies
of such instruments which were authorized and approved by the Resolution, with such changes and revisions
therein as have been authorized or approved in accordance with the provisions of the Resolution, and are in
full force and effect on the date hereof.
8. None of the proceedings or authorizations heretofore taken or given for acceptance of the
Loan, the payment or security thereof, the execution, delivery and perfonnance of the documents relating
to the Loan to which the Corporation is a party, and the execution, delivery and perfonnance of any other
agreement or document to which the Corporation is a party have been amended, modified, repealed, revoked
or rescinded.
9. The execution and delivery of the documents relating to the Loan to which the Corporation
is a party and any other agreements to be executed by the Corporation relating to the acceptance of the Loan
and the compliance by the Corporation with the provisions thereof will not conflict with or constitute on the
part of the Corporation a breach of or a default under the Certifcate of Fonnation or Bylaws of the
Corporation, any existing law, any court or administrative regulation, decree or order or any agreement,
indenture, mortgage, lease, or other instrument to which the Corporation is subject or by which it is bound.
No event has occurred, and no condition currently exists, which constitutes or may, with the passage of time
or the giving of notice, or both, constitute an Event of Default on the part of the Corporation under the
agreements pursuant to the which the Loan is made.
10. No litigation is pending or, to the best of our knowledge, threatened in any court in any way
affecting the existence of the Corporation or the titles of the members of its board of directors or officers to
their respective positions or seeking to restrain or enjoin the acceptance of the Loan or the delivery of the
promissory notes in evidence thereof (together, the Note) or the pledge thereof, or in any way affecting or
contesting any authority for the validity or enforceability of the Resolution or the Loan documents to which
the Corporation is a party or the existence or powers or authority of the Corporation with respect to the
Loan.
11. We officially executed the Note by manual signature or by causing facsimiles of our manual
signatures to be i�nprinted, photocopied or lithographed on the Note, and we hereby adopt said facsimile
signatures as our own, respectively, and declare that said facsimile signatures constitute our signatures the
same as if we had manually signed the Note. At the time we so executed the Note, we were, and at the time
of executing this certificate we are, the duly chosen, qualified, and acting offcers indicated therein and
herein and authorized to execute the same and the signatures appearing above our respective names below
are our true and genuine signatures.
12. The seal affixed on the signature page hereto is the true and correct seal of the Corporation.
[Signattrre Page Follo►vs]
Executed as of
November 22 _ 2p22.
NEW HOPE CULTURAL EDUCATION
FACILITIES FINANCE CORI'ORATION
MANUAL SIGNATURES
�
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By:
Na►ne: Duke Monson
Title: President
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By: (� �- i
Name: Carol King
Title: Secretary
SIGNATUR� PACB
Genera! Cerirficale of Corporation
Exhibit A Certificate of Fonnation
Exhibit B Certificate of Fact
Exhibit C Bylaws
Exhibit D Evidence from the Comptroller of Public Accounts of the State of Texas Regarding the
Franchise Tax Account Status
Exhibit E Resolution
EXHIBIT A
Certificate of Formation
[attached hereto]
A-]
Corporations Section E
P.O.Box 13697
Austin. Texas 78711-3697 w
(� ! )
Office of the Secretary of State
November 09, 2021
Attn: Dickinson Wright PLLC
Dickinson Wright PLLC
303 Colorado St., Suite 2050
Austin, TX 78701 USA
RE: Red Raider Facilities Foundation, Inc.
File Number: 804302213
John B. Scott
Secretary of State
It has been our pleasure to file the certificate of formation and issue the enclosed certificate of filing
evidencing the existence of the newly created nonprofit corporation.
Nonprofit corporations do not automatically qualify for an exemption from federal and state taxes.
Shortly, the Comptroller of Public Accounts will be contacting the corporation at its registered office
for information that will assist the Comptroller in setting up the franchise tax account for the
corporation. Information about franchise tax, and contact information for the Comptroller's office, is
available on their web site at https://window.state.tx.us/taxinfo/franchise/index.htmi. For information
on state tax exemption, including applications and publications, visit the Comptroller's Exempt
Organizations web site at https://window.state.tx.us/taxinfo/exempt/index.html. Information on
exemption from federal taxes is available from the Internal Revenue Service web site at
https://www.irs..izo .
Nonprofit corporations do not file annual reports with the Secretary of State, but do file a report not
more often than once every four years as requested by the Secretary. It is important for the corporation
to continuously maintain a registered agent and office in Texas as this is the address to which the
Secretary of State will send a request to file a periodic report. Failure to maintain a registered agent or
office in Texas, failure to file a change to the agent or office information, or failure to file a report
when requested may result in the involuntary termination of the corporation. Additionally, a nonprofit
corporation will file documents with the Secretary of State if the corporation needs to amend one of the
provisions in its certificate of formation. If we can be of further service at any time, please let us
know.
Sincerely,
Corporations Section
Business & Public Filings Division
(512)463-5555
Enclosure
Come visit its on the internet at https: !/www.sos.texas.gow
Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Semices
Prepared by: Tracy Acuna TID: 10286 Document: 1092088610002
Corporations Section �A�g
P.O.Box 13697
Austin. Texas 78711-3697 I ��
Office of the Secretary of State
CERTIFICATE OF FILING
OF
Red Raider Facilities Foundation, Inc.
File Number: 804302213
John B. Scott
Secretaq of State
The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the
above named Domestic Nonprofit Corporation has been received in this office and has been found to
conform to the applicable provisions of law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the
secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.
The issuance of this certificate does not authorize the use of a name in this state in violation of the rights
of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or
Professional Name Act, or the common law.
Dated: 11/05/2021
Effective: 11/05/2021
R1�
John B. Scott
Secretary of State
Come visit its on the internet at https: lrtirtiv. sos. texas.gov
Phone: (512) 463-5555 Fax: (512) =463-5709 Dial: 7-1-1 for Rela} Sera ices
Prepared bp: Trac} Acuna TID: 10306 Document: 1092088610002
Form 202
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
FAX: 512/463-5709
Filing Fee: $25
Certificate of Formation
Nonprofit Corporation
Article 1 - Corporate Name
The filing entity formed is a nonprofit corporation. The name of the entity is :
Red Raider Facilities Foundation. Inc.
Filed in the Office of the
Secretary of State of Texas
Filing #: 804302213 11/05/2021
Document #: 1092088610002
Image Generated Electronically
for Web Filing
Article 2 — Registered Agent and Registered Office
rA. The initial registered agent is an organization (cannot be corporation named above) by the name of:
Capitol Corporate Services, Inc.
OR
r-B. The initial registered agent is an individual resident of the state whose name is set forth below:
C. The business address of the registered agent and the registered office address is:
Street Address:
206 E. 9th Street, Suite 1300 Austin TX 78701
Consent of Registered Agent
rA. A copy of the consent of registered agent is attached.
OR
rB. The consent of the registered agent is maintained by the entity.
Article 3 - Management
r A. Management of the affairs of the corporation is to be vested solely in the members of the corporation.
OR
r B. Management of the affairs of the corporation is to be vested in its board of directors. The number of directors,
which must be a minimum of three, that constitutes the initial board of directors and the names and addresses of the
persons who are to serve as directors until the first annual meeting or until their successors are elected and qualified
are set forth below.
Director 1. Christopher Huckabee Title: Director
Address: 801 Cherry Street, Suite 500 Fort Worth TX, USA 76102
Director 2: King Scovell Title: Director
Address: 1900 N. Akard Street Dallas TX, USA 75201
Director3: Alan Hassenflu Title: Director
Address: 4500 Bissonnet Street, Suite 200 Bellaire TX, USA 77401
Article 4 - Organization Structure
r A. The corporation will have members.
or
r B. The corporation will not have members.
Article 5 - Purpose
The corporation is organized for the following purpose or purposes:
A. The Corporation is organized and will be operated exclusively for charitable
and education purposes, including for such purposes, the making of distributions
that qualify as governmental units, political subdivisions, and/or exempt
organizations under sections 115 and/or 501(c)(3) of the Internal Revenue Code,
or the corresponding section of any future federal tax code.
B. The corporation will support and promote, and otherwise hold, invest, and
administer property, and make expenditures for the benefit of athletic
activities and endeavors of Texas Tech University, a Texas public university
("TTU").
C. No part of the net earnings of the corporation shall inure to the benefit
of, or be distributable to its members (if any), trustees (if any), directors,
officers, or other private persons or entities, except that the corporation is
authorized and empowered to pay reasonable compensation for services rendered,
and to make payments and distributions in furtherance of the corporation's
purposes.
D. No substantial part of the activities of the corporation shall be the
carrying on of propaganda, or otherwise attempting to influence legislation, and
the corporation shall not participate in, or intervene in (including the
publishing or distribution of statements) any political campaign on behalf of or
in opposition to any candidate for public office.
E. Despite any other provision of this Certificate of Formation of Nonprofit
Corporation, the corporation shall not carry on any other activities not
permitted to be carried on (a) by a corporation or other entity exempt from
federal income tax under section 501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code, or (b) by a corporation or
other entity, contributions to which are deductible under section 170(c)(2) of
the Internal Revenue Code, or the corresponding section of any future federal
tax code.
F. Upon the dissolution of the corporation, any assets remaining shall be
distributed to Texas Tech University, a qualifying governmental entity, to be
used for such educational purposes as designated by the Board of Regents. If
Texas Tech University is not in existence at the time of dissolution, to one or
more organizations that qualify as governmental units, political subdivisions
and/or exempt organizations under sections 115 and/or 501(c)(3) of the Internal
Revenue Code or the corresponding section of any future federal tax code and
selected by action of the corporation's board of directors, which organization
or organizations have a charitable or educational purpose which, at least
generally, includes a purpose similar to the dissolving corporation. Any such
assets not so disposed of shall be disposed of by a Court of Competent
Jurisdiction of the county in which the principal office of the corporation is
then located, to such organization or organizations, as said Court shall
determine, which are exempt under section 501(c)(3) of the Internal Revenue Code
or described by section 170(c)(1) or (2) of the Internal Revenue Code.
G. To the extent permitted by Tex. Bus. Org. Code §7.001, as amended, a
governing person of the corporation is not liable to the corporation or its
members, if any, for monetary damages for an act or omission by the person in
the person's capacity as a governing person.
Supplemental Provisions / Information
The corporation shall have a board of directors consisting of three (3)
directors, none of whom shall be employees of Texas Tech University (the
"University"), Texas Tech University System (the "System"), or any component
institution of the System. The President of the University, Chancellor of the
System, and Chairman of the Board of Regents for the System shall each appoint
one (1) member of the Board.
The appointing person shall have the right to remove, with or without cause, the
director appointed at any time, which removal shall be effective on the date
such appointing person or successor thereto gives notice of such removal to the
director being removed. The initial board set forth herein are appointed as
follows: Director 1 appointed by the Chairman of the Board of Regents for the
System; Director 2 appointed by the Chancellor of the System; and Director 3
appointed by the President of the University. The board may increase or decrease
the number of directors serving on the board, including for the purpose of
staggering the terms of directors only with the written consent of the Chairman
of the Board of Regents for the System, Chancellor of the System, and President
of the University.
[The attached addendum, if any, is incorporated herein by reference.]
Effectiveness of •
rA. This document becomes effective when the document is filed by the secretary of state.
OR
I"B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its
signing. The delayed effective date is:
Organizer
The name and address of the organizer are set forth below.
K. Lance Anderson 607 W. 3rd Street, Suite 2500, Austin, TX 78701
Execution
The undersigned affirms that the person designated as registered agent has consented to the appointment. The
undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or
fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of
law governing the entity to execute the filing instrument.
K. Lance Anderson
Signature of organizer.
FILING OFFICE COPY
EXHIBIT B
Certificate of Fact
[attached hereto]
IM
Corporations Section E ��� John B. Scott
P.O.Box 13697 �, ^� Secretai) of State
Austin, Texas 78711-3697
Office of the Secretary of State
Certificate of Fact
The undersigned, as Secretary of State of Texas, does hereby certify that the document, Certificate of
Formation for New Hope Cultural Education Facilities Finance Corporation (file number 800891687),
a Domestic Nonprofit Corporation, was filed in this office on October 31, 2007.
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 November 04,
2022.
John B. Scott
Secretary of State
Come visit its on the internet at hups•sos.texns.gov,
Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services
Prepared by: SOS -WEB TID: 10264 Document: 1193577980003
EXHIBIT C
Bylaws
[attached hereto]
C- l
EXHIBIT B
BYLAWS
OF
NEW HOPE CULTURAL EDUCATION
FACILITIES FINANCE CORPORATION
Adopted October 30, 2007
Amended July 31, 2012
Amended September 6, 2022
BYLAWS OF
NEW HOPE CULTURAL EDUCATION
FACILITIES FINANCE CORPORATION
THESE BYLAWS govern the affairs of the New Hope Cultural Education Facilities
Finance Corporation (the "Corporation"), a non-profit corporation created under Article 1528m,
Vernon's Annotated Texas Civil Statutes, as amended (the "Act"), by the Town Council of the
Town of New Hope, Collin County, Texas (the "Town") to act on behalf of the Town.
ARTICLE II
POWERS AND PURPOSES
Section 1. Financing of Facilities. The Corporation shall issue bonds, notes, or
other obligations to finance and refinance all or part of the cost of one or more facilities to
accomplish the public purposes set forth in the Corporation's Articles of Incorporation and the
Act.
Section 2. Conditions Precedent. The Corporation shall not issue any bonds, notes,
or other obligations to finance or refinance the cost of a facility unless all conditions precedent to
such financing or refinancing as required by the applicable law, including the Act, Chapter 53,
Texas Education Code, as amended, and Chapter 221, Texas Health and Safety Code, as
amended, as applicable, have been fulfilled.
Section 3. Nonprofit Corporation. The Corporation shall be a nonprofit
corporation, and no part of its net earnings remaining after payment of its bonds, notes, and other
obligations, and expenses shall inure to the benefit of any person other than the Town.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Powers, Number and Term of Office. Subject to the restrictions
contained in the Act and the Articles of Incorporation of the Corporation, all powers of the
Corporation shall be vested in a Board of Directors consisting of five (5) persons. Other than the
initial Directors named in the Articles of Incorporation, Directors shall be appointed by the Town
Council of the Town.
Directors shall be appointed to serve two (2) year terms of office and shall hold office in
accordance with the provisions of Article VI of the Articles of Incorporation. Directors shall be
eligible for re -appointment without limit to the number of terms served.
The number of Directors may be changed by amendment to these Bylaws, but such
number may never be less than three (3) nor more than eleven (11).
Section 2. Meetings of Directors. The Directors may hold their meetings at such
place or places in the State of Texas (the "State") as the Board of Directors may from time to
time determine; provided, however, in the absence of any such determination by the Board of
Directors, meetings shall be held at the principal office of the Corporation.
Section 3. Regular Meetings. Regular meetings of the Board of Directors may be
held, without the necessity for advance notice, at such times and places as shall be designated
from time to time by resolution of the Board of Directors. No notice shall be required for a
regular meeting.
Section 4. Special Meetings. Special meetings of the Board of Directors shall be
held whenever called by the President, by the Secretary, by a majority of the Directors then in
office, or upon request by the Town Council of the Town. The Secretary shall give notice of
each special meeting to each Director in person or by mail, electronic mail, telephone, or
facsimile transmission, at least two (2) hours before the meeting. Unless otherwise indicated in
the notice thereof, any and all matters pertaining to the purposes of the Corporation may be
considered and acted upon at a special meeting. At any meeting at which every Director shall be
present, even though without any notice, any matter pertaining to the purpose of the Corporation
may be considered and acted upon.
Section 5. Quorum. A majority of the Directors fixed by the Bylaws shall constitute
a quorum for consideration of any matter pertaining to the purposes 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 of Directors.
Section 6. Conduct of Business. At the meetings of the Board of Directors, matters
pertaining to the purposes of the Corporation shall be considered in such order as from time to
time the Board of Directors may determine.
At all meetings of the Board of Directors, the President shall preside, and in the absence
of the President, the Vice -President shall exercise the powers of the President.
The Secretary of the Corporation shall act as Secretary of all meetings of the Board of
Directors, but in the absence of the Secretary, the presiding officer may appoint any person to act
as Secretary of the meeting.
Section 7. Committees. The Board of Directors, by resolution adopted by a majority
of the Directors in office, may designate one or more committees which, to the extent provided
in such resolution, shall have and exercise the authority of the Board of Directors in the
management of the Corporation. Each committee shall consist of two or more Directors. Each
committee shall act in the manner provided in such resolution.
Other committees not having and exercising the authority of the Board of Directors in the
management of the Corporation may be designated and appointed by a resolution adopted by a
majority of the Directors attending a meeting at which a quorum is present or by the President of
the Corporation authorized by a like resolution of the Board of Directors. The members of such
Committees need not be Directors of the Corporation.
Section 8. Public Hearings. Public hearings required by section 147(f) of the
Internal Revenue Code of 1986, as amended, may be called and conducted by any officers or
2
Directors of the Corporation or their designees, and such officers or Directors or their designees
may establish the date, place, and time of the hearing and may publish notice of the hearing.
Section 9. Compensation of Directors. Directors shall not receive any salary or
compensation for their services, except that they may be reimbursed for their actual expenses
incurred in the performance of their duties hereunder.
Section 10. Indemnification. The Corporation may indemnify any Director or
officer or former Director or officer of the Corporation for expenses and costs, including
attorneys fees, actually and necessarily incurred by him in connection with any claim asserted
against him, by action in court or otherwise, by reason of such person having been an officer or
Director, except in relation to matters as to which such person shall have been guilty of
negligence or misconduct in respect of the matter in which indemnity is sought.
ARTICLE IV
OFFICERS
Section 1. Titles and Terms of Office. The officers of the Corporation shall be a
President, a Vice President, and a Secretary, and such other officers as the Board of Directors
may from time to time elect or appoint. One person may hold more than one office, except that
the same person shall not serve simultaneously as both President and Secretary. Terms of office
shall not exceed the lesser of two (2) years or such officer's tenure as Director.
Any officer elected or appointed may be removed by the persons authorized to elect or
appoint such officer whenever in their judgment the best interests of the Corporation will be
served thereby.
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 President. The President shall be the chief
executive officer of the Corporation and, subject to the Board of Directors, shall be in general
charge of the properties and affairs of the Corporation; he or she shall preside at all meetings of
the Board of Directors and in furtherance of the purposes of this Corporation, may sign and
execute all bonds, deeds, conveyances, franchises, assignments, mortgages, notes, contracts, and
other obligations in the name of the Corporation. The President shall have the same right to vote
on all matters as the other members of the Board of Directors.
Section 3. Vice President. The Vice President shall have such powers and duties as
may be assigned by the Board of Directors and shall exercise the powers of the President during
such officer's absence or inability to act. Any action taken by a 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 4. Secretary and Assistant Secretary. The Secretary shall keep the minutes
of all meetings of the Board of Directors in books provided for that purpose and shall attend to
the giving and serving of all notices. In furtherance of the purposes of this Corporation, the
3
Secretary 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 of
which the Treasurer shall have custody and charge, and such other books and papers as the
Board of Directors may direct, all of which shall at all reasonable times be open to inspection
upon application at the office of the Corporation during normal business hours, and shall, in
general, perform all duties incident to the office of Secretary, subject to the control of the Board
of Directors. The Assistant Secretary may preform any duty granted to the Secretary in the
Bylaws and/or in any Resolution or order approved by the Corporation's Board of Directors.
Section 5. Compensation. Officers shall not receive any salary or compensation for
their services, except that they may be reimbursed for their actual expenses incurred in the
performance of their duties hereunder.
ARTICLE V
PROVISIONS REGARDING BYLAWS
Section 1. Effective Date. These Bylaws shall become effective upon their approval
by the Town Council of the Town and their adoption by the Board of Directors of the
Corporation.
Section 2. Amendments to Bylaws. These Bylaws may be amended at any time and
from time to time by majority vote of the Board of Directors, with the approval of the Town
Council of the Town.
Section 3. Interpretation of Bylaws. These Bylaws and all the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein. If any word,
phrase, clause, sentence, paragraph, section, or other part of these Bylaws, or the application
thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any
court of competent jurisdiction, the remainder of these Bylaws and the application of such word,
phrase, clause, sentence, paragraph, section, or other part of these Bylaws to any other person or
circumstances shall not be affected thereby.
ARTICLE VI
GENERAL PROVISIONS
Section 1. Principal Office. The principal office of the corporation shall be as
determined by resolution of the Board of Directors; provided, however, that the principal office of
the corporation shall be located in the Town.
Section 2. Registered Office and Agent. The Corporation shall have and
continuously maintain in the State a registered office, and a registered agent whose business
office is identical with such registered office, as required by the Act. The registered office may
be, but need not be, identical with the principal office of the Corporation. The registered agent
and the registered office may be changed from time to time by the Board of Directors, in
accordance with the requirements of the Act.
4
Section 3. Fiscal Year. The fiscal year of the Corporation shall be as determined by
resolution of the Board of Directors.
Section 4. Seal. The seal of the Corporation shall be as determined by resolution of
the Board of Directors.
Section 5. Notice and Waiver of Notice. Whenever any notice by mail is required
to be given under the provisions of the Act, the Articles of Incorporation or these Bylaws, said
notice shall be deemed to be sufficient if given by depositing the same in a post office box in a
sealed postpaid wrapper addressed to the person entitled thereto at such person's post office
address, or sent by facsimile transmission to such person's receiving number, in each case as it
appears on the books of the Corporation, and such notice shall be deemed to have been given on
the day of such mailing or transmission. Attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting, except where a Director attends a meeting for the express
purpose of objecting to the transaction of any business on the ground that the meeting is not
lawfully called or convened. Neither the business to be transacted nor the purpose of any regular
or special meeting of the Board of Directors need be specified in the notice or waiver of notice of
such meeting, unless required by the Board of Directors. A waiver of notice in writing, signed
by the person or persons entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
Section 6. Resignations. Any Director or officer may resign at any time; provided,
however, that any such resignation shall be made in writing and shall not take effect until the
successor to such Director or officer shall have been elected or appointed and shall have
qualified.
Section 7. Action Without a Meeting of Directors or Committees. Any action
which is required to be taken at a meeting of the Board of Directors or any action which may be
taken at a meeting of the Board of Directors or of any committee may be taken without a meeting
if a consent in writing, setting forth the action to be taken, shall be signed by all of the Directors,
or all of the members of the committee, as the case may be. Such consent shall have the same
force and effect as a unanimous vote of the Board of Directors or the committee, as the case may
be, taken at a regular or special meeting duly called and convened.
Section 8. Books and Records. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its Board of
Directors. All such books, records, and minutes shall be available for inspection by any Director
or officer or a duly authorized representative thereof or by any duly authorized representative of
the Town.
Section 9. Approval or Advice and Consent of the Town Council. To the extent
that these Bylaws refer to approval by the Town or refer to advice and consent by the Town,
such advice and consent shall be evidenced by a certified copy of a resolution, ordinance, or
motion duly adopted by the Town Council.
Section 10. Organizational Control. The Town may, at its sole discretion, and at
any time, alter the nature, organization, programs, or activities of the Corporation (including the
E
power to terminate the Corporation), subject to any limitation on the impairment of contracts
entered into by such Corporation.
Section 11. Exercise of Corporate Powers. The authority of the Corporation may be
exercised (a) inside or outside the limits of the Town and (b) without the consent or other action
of any person that would otherwise be required under Chapter 221, Texas Health and Safety
Code, as amended, or Chapter 53, Texas Education Code, as amended.
Section 12. Dissolution of the Corporation. Upon dissolution of the Corporation,
title to all funds and properties owned by the Corporation at the time shall automatically vest in
the Town.
6
EXHIBIT D
Evidence from the Comptroller of Public Accounts of the State of Texas Regarding the Franchise
Tax Account Status
[attached hereto]
ME
!rl
Franchise Tax Account Status
As of: 11/03/2022 15:15:40
This page is valid for most business transactions but is not sufficient for filings with the Secretary of State
NEW HOPE CULTURAL EDUCATION FACILITIES FINANCE CDR
Texas Taxpayer Number 32034046741
Mailing Address 103 W MAIN ST ALLEN, TX 75013-8092
A Right to Transact Business in ACTIVE
Texas
State of Formation TX
Effective SOS Registration Date 10/31/2007
Texas SOS File Number 0800891687
Registered Agent Name JAMES W. WILSON
Registered Office Street Address 103 W. MAIN STREET ALLEN, TX 75013
EXHIBIT E
Resolution
[,attached hereto]
E-I
CERTIFICATE OF RESOLUTION
THE STATE OF TEXAS
COUNTY OF COLLIN
The undersigned officer of the New Hope Cultural Education Facilities Finance Corporation
(the Corporation) does hereby make and execute this certificate for the benefit of all persons
interested in the validity of all actions and proceedings of the Corporation. I do hereby certify as
follows:
1. I am the duly chosen, qualified and acting Secretary of the Corporation, and in such
capacity, I am familiar with the matters contained in this Certificate.
2. The Board of Directors of the Corporation convened its meeting on the 25"' day of
October, 2022, and the roll was called of the duly constituted officers and members of the Board of
Directors as follows:
Duke Monson
President
Terry Sanner
Vice President
Carol King
Secretary
Susan Teese
Assistant Secretary
Kimberly Barrow
Board Member
All of said persons were present except n/o,J i, , thus constituting a quorum.
Whereupon, among other business, the following was transacted at said meeting: a written resolution
(Resolution), to wit:
RESOLUTION AUTHORIZING THE EXECUTION OF ONE OR MORE
LOAN AGREEMENTS BY AND AMONG THE NEW HOPE CULTURAL
EDUCATION FACILITIES FINANCE CORPORATION, RED RAIDER
FACILITIES FOUNDATION, INC., AND TRUIST BANK AND/OR A
LENDING AFFILIATE THEREOF FOR THE PURPOSE OF PROVIDING
ONE OR MORE LOANS IN A COMBINED AMOUNT OF UP TO $225,000,000
TO FINANCE CERTAIN FACILITIES FOR THE BENEFIT OF TEXAS TECH
UNIVERSITY; AND APPROVING AND AUTHORIZING THE EXECUTION
OF ALL OTHER INSTRUMENTS AND PROCEDURES RELATED
THERETO
was introduced for the consideration of the Board of Directors. It was then duly moved and seconded
that said Resolution be adopted; and, after due discussion, said motion, carrying with it the adoption
of said Resolution, prevailed and carried by the following vote:
AYES: j�— NOES: 0 ABSTENTIONS: (2
3. The attached and following is a true, correct and complete copy of said Resolution;
the original of said Resolution is on file in the official records of the Corporation; and said Resolution
has not been amended and is in full force and effect. Each of the directors was duly and sufficiently
notified officially and personally, in advance, of the time, place and purpose of the meeting, or has
waived notice, that this Resolution would be introduced and considered for adoption, each of such
directors consented, in advance, to the holding of such meeting for such purposes, and the meeting
was held and conducted in accordance with the Articles of Incorporation and the Bylaws. The
meeting was open to the public.
WITNESS MY HAND AND THE OFFICIAL SEAL OF THE ISSUER, on this the 25`h day
of October, 2022.
c ,1 ;•.i;, By:
�' �• Secretary
(SEAT;) �,.,.•,.f r ��� o _
'L'1 m
11111100
CERTIFICATE OF RESOLUTION
RESOLUTION AUTHORIZING THE EXECUTION OF ONE OR MORE
LOAN AGREEMENTS BY AND AMONG THE NEW HOPE CULTURAL
EDUCATION FACILITIES FINANCE CORPORATION, RED RAIDER
FACILITIES FOUNDATION, INC., AND TRUIST BANK AND/OR A
LENDING AFFILIATE THEREOF FOR THE PURPOSE OF PROVIDING
ONE OR MORE LOANS IN A COMBINED AMOUNT OF UP TO
$225,000,000 TO FINANCE CERTAIN FACILITIES FOR THE BENEFIT
OF TEXAS TECH UNIVERSITY; AND APPROVING AND AUTHORIZING
THE EXECUTION OF ALL OTHER INSTRUMENTS AND PROCEDURES
RELATED THERETO
WHEREAS, the Town of New Hope, Texas (the Town), has, pursuant to Article 1528m,
Vernon's Revised Civil Statutes, as amended (now codified at Chapter 337, as amended, Texas
Local Government Code and herein referred to as the Act), approved and provided for the creation
of the New Hope Cultural Education Facilities Finance Corporation (the Corporation) as a non -
stock, non-profit corporation; and
WHEREAS, the Red Raider Facilities Foundation, Inc. (the Borrower) is a Texas non-profit
corporation and a "user" within the meaning of the Act; and
WHEREAS, the Corporation, on behalf of the Town, is empowered to issue its revenue
obligations to acquire by purchase, purchase contract, or lease, or to construct, enlarge, extend,
repair, renovate, or otherwise improve educational facilities or housing facilities, to furnish or
equip the facilities and to refinance any educational or housing facility acquired, constructed, or
improved, and for the purposes of aiding institutions of higher education and accredited primary
and secondary schools in providing educational facilities and facilities incidental, subordinate, or
related thereto or appropriate in connection therewith; and
WHEREAS, no public funds or credit of the Town may be pledged to the payment of such
revenue obligations, and such revenue obligations shall be payable solely from amounts made
available to the Corporation by the entity for which such obligations are issued; and
WHEREAS, the Act further provides that the Corporation has all powers granted under the
Texas Non -Profit Corporation Act for the purpose of aiding institutions of higher education and
users in providing educational facilities and housing facilities and facilities incidental, subordinate,
or related thereto or appropriate in connection therewith; and
WHEREAS, the Borrower has requested that the Corporation, pursuant to the Act, incur one
or more drawdown construction loans (collectively and as described herein, the Loan) and further
loan the proceeds therefrom to the Borrower (individually and collectively, the Borrower Loan) to
provide to the Borrower funds to finance eligible projects under the Act; and
WHEREAS, the Borrower has determined that it is necessary and appropriate to (a) finance
the costs of designing, redeveloping, constructing, and equipping the south end zone at Jones
AT&T Stadium and a new athletic training facility on the campus of Texas Tech University
(together, the Project), (b) fund capitalized interest on each Loan, and (c) pay the costs of obtaining
each Loan; and
WHEREAS, the Borrower has applied to the Corporation for one or more Loans in the
maximum amount of $225,000,000 to finance a portion of the costs of the Project; and
WHEREAS, the Borrower requested that Truist Bank, acting on its own behalf or by and
through an affiliated lending institution (collectively, the Lender), make one or more Loans of up
to $225,000,000 to the Corporation for the purpose of providing funds to enable the Corporation
to make to the Borrower the Borrower Loan to finance a portion of the costs of the Project; and
WHEREAS, the Lender is willing to make each Loan to the Corporation for the benefit of the
Borrower on the terms and conditions as set forth in one or more Loan Agreements, each dated
and effective on or about November 15, 2022 (collectively, the Loan Agreement), by and among
the Corporation, the Borrower, and the Lender; and
WHEREAS, the Borrower has represented to the Corporation and the Town that it reasonably
expects a tax-exempt Loan, provided by the Lender through the Corporation, will be beneficial to
the Borrower by enabling the Borrower to finance a portion of the Project's costs at tax-exempt
interest rates, which will reduce the Borrower's overall Project financing costs; and
WHEREAS, the Borrower has represented to the Corporation and the Town that it reasonably
expects the taxable Loan, provided by the Lender through the Corporation, will be beneficial to
the Borrower by enabling the Borrower to finance the balance of the Project's costs at taxable
interest rates, allowing the Borrower access to funds necessary to complete the Project; and
WHEREAS, as provided in each Loan Agreement, the Borrower will agree and acknowledge
that it shall be unconditionally obligated to the Corporation and the Lender to make or pay, or
cause to be made or paid, without set-off, recoupment, or counterclaim, to the Lender the Borrower
Loan Payments, as defined in and as required by each Loan Agreement, in amounts sufficient to
pay the principal of and interest on Borrower Loan, when due, and all other amounts required to
be paid by each Loan Agreement; and
WHEREAS, the limited obligations of the Corporation under each Loan Agreement, including
its obligation to assign to the Lender its right to receive the Borrower Loan Payments from the
Borrower, which assignment is provided for in each Loan Agreement, are not the obligations of
the Town or its officers or employees, shall never constitute a pledge of the Town's faith and
credit, and shall never impose any liability on the Town in respect thereof; and
WHEREAS, the Borrower is a "501(c)(3) organization", within the meaning of Section 145
of the Internal Revenue Code of 1986, as amended (the Code); and
WHEREAS, Section 147(f) of the Code requires that the issuance of any "qualified 501(c)(3)
bonds" be approved by the governing body of the Town, or a designee of the Town, after a public
hearing following reasonable public notice, and the Corporation Loan is considered a "qualified
501(c)(3) bond" for purposes of Section 147(f) of the Code; and
WHEREAS, not less than seven days prior thereto, the Corporation will cause publication of
notices of a public hearing relating to financing the tax-exempt portion of the Project as required
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by Section 147(f) of the Code, and such public hearing will be held on or about November 7, 2022,
by the representative of the Corporation approved by this Resolution; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Resolution was adopted 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;
and
WHEREAS, there have been presented to the Corporation proposed forms of each of the
following:
1. Form of Loan Agreement;
2. Form of Corporation Note (as defined in each Loan Agreement), dated as of the
closing date and delivered to the Lender by the Corporation to evidence each Loan,
substantially in the form set forth in each Loan Agreement; and
3. Form of Borrower Note (as defined in each Loan Agreement), dated as of the
closing date and delivered to the Corporation by the Borrower to evidence each
Borrower Loan, substantially in the form set forth in each Loan Agreement.
NOW THEREFORE, BE IT RESOLVED:
SECTION 1. The Board hereby approves and, as necessary, ratifies the publication of the
Notice of Public Hearing in the Lubbock Avalanche -Journal and the McKinney Courier -Gazette
and the holding of a public hearing, via teleconference, by Clay Binford, all in accordance with
Section 147(f) of the Internal Revenue Code of 1986, as amended.
SECTION 2. The Board hereby authorizes and approves each Loan in the maximum
combined aggregate principal amount of $225,000,000 for the purpose of providing funds for the
purposes set forth in the recitals hereto, all in accordance with each Loan Agreement, a copy of
which has been presented to the Board, the form, terms, and provisions of such Loan Agreement
being hereby authorized and approved, and the President and the Vice President of the Corporation
are hereby severally authorized and directed to execute and deliver such Loan Agreement on behalf
of the Corporation. The officers, employees, and agents of the Corporation, and each of them,
shall be and each is expressly authorized, empowered, and directed from time to time and at any
time to do and perform all acts and things and to execute, modify, and evidence approval of each
Loan Agreement, with such changes therein as the officers executing the same may approve, such
approval to be conclusively evidenced by such execution thereof.
SECTION 3. The Board hereby approves the forms of the Corporation Note, copies of
which have been presented to the Board, and the President, the Vice President, the Secretary, or
any Assistant Secretary of the Corporation, each of which are hereby severally authorized and
directed to execute each Corporation Note, and the Secretary and the Assistant Secretary of the
Corporation are hereby severally authorized to attest and affix the Corporation's seal thereto, with
such changes therein as the officers executing the same may approve, such approval to be
conclusively evidenced by such execution thereof.
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SECTION 4. The actions and obligations authorized in Sections 2 and 3 of this Resolution
shall be subject to and conditioned upon the receipt by the Corporation, at the date of delivery of
each Loan Agreement and Corporation Note, respectively, such opinions, evidences, certificates,
instruments, or other documents as shall be requested by the Corporation's Counsel or by Bond
Counsel, to evidence due performance or satisfaction by the Borrower and the Lender at or prior
to such time of all agreements then to be performed and all conditions then to be satisfied by them.
SECTION 5. The officers, employees, and agents of the Corporation, and each of them,
shall be and each is expressly authorized, empowered, and directed from time to time and at any
time to do and perform all acts and things and to execute, acknowledge, and deliver in the name
and under the corporate seal and on behalf of the Corporation all certificates, financing statements,
instruments and other papers, including, but not limited to, a tax regulatory agreement or similar
document, whether or not herein mentioned, as they may determine to be necessary or desirable in
order to carry out the terms and provisions of this Resolution and the Loan Agreement are hereby
authorized and approved, such determination to be conclusively evidenced by the performance of
such acts and things and the execution of any such certificate, financing statement, instrument, or
other paper.
SECTION 6. The officers of the Corporation hereby are authorized and directed to deliver
each Loan Agreement, respectively, as set forth in the written instructions therein.
SECTION 7. The Board directs that Bond Counsel submit to the Secretary of the
Treasury, not later than the 15th day of the second calendar month after the close of the calendar
quarter in which a tax-exempt Loan Agreement is effective, statements containing the information
required by Section 149(e) of the Internal Revenue Code of 1986, and any officer of the
Corporation is hereby authorized to sign such statements.
SECTION 8. McCall, Parkhurst & Horton L.L.P. is hereby appointed to serve as Bond
Counsel in connection with the execution of each Loan Agreement, the making of each Loan, and
the delivery of the Corporation Note and the Borrower Note.
SECTION 9. All action heretofore taken by the Board and officers of the Corporation
directed toward the approval of each Loan Agreement and each Loan of the proceeds thereof to
the Borrower to finance the costs of the Project shall be and the same hereby is ratified, approved,
and confirmed.
SECTION 10. The officers executing the documents approved by this Resolution are
authorized to approve such changes to said documents as are necessary and appropriate to carry
out the purposes of this Resolution as may be approved by counsel to the Corporation.
SECTION 11. After each Loan Agreement is effective, this Resolution shall be and remain
irrepealable until the Corporation Notes or the interest thereon shall have been fully paid or
provision for payment shall have been made pursuant to each Loan Agreement.
SECTION 12. If any section, paragraph, clause, or provision of the Resolution, or any
application thereof, shall be held to be invalid or unenforceable, the invalidity or unenforceability
of such section, paragraph, clause, or provision or application thereof shall not affect any of the
remaining provisions or applications of this Resolution.
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SECTION 13. The debt service payments set forth in each Loan Agreement shall be
payable solely from the security granted therein, including the revenues and receipts derived from
or in connection with the Project and all money received thereunder, which revenues and receipts
are specifically pledged to the payment thereof as specified in each Loan Agreement, and nothing
shall be considered as pledging any other funds or assets of the Corporation, and neither the faith
and credit nor the taxing power of the Town of New llope, Texas is pledged to the payment of
such debt service payments.
SECTION 14. This Resolution shall take effect and be in full force and effect upon and
after its passage
ADOPTED this 25Ih day of October, 2022.
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