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HomeMy WebLinkAboutResolution - 2421 - Lubbock Industrial Development Corporation Bonds - 09_11_1986RESOLUTION A RESOLUTION OF THE BOARD OF DIRECTORS OF LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION AUTHORIZING THE ISSUANCE AND SALE OF FLEXIBLE RATE DEMAND INDUSTRIAL REVENUE BONDS (McLANE COMPANY, INC. PROJECT) SERIES 1986, IN THE AGGREGATE PRINCIPAL A14OUNT OF $5,000,000; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT, TRUST INDENTURE, AND OTHER DOCUMENTS REQUIRED IV CONNECTION THEREWITH; AND AUTHORIZING THE TAkING OF ALL OTHER ACTIONS NECESSARY FOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION: WHEREAS, Lubbock Industrial Development Corporation (the "T-,suer") is authorized by the Development Corporation Act of V)79, Article 5190.6, Vernon's Texas Civil Statutes, as amended (the "Act"), to issue revenue bonds for the pur- pose of providing funds to make secured or unsecured loans to finance or refinance the acquisition, construction, im- proven:ent or equipping of a "project", as defined in the Act,=_ncluding, without limitation, any land, buildings, equipme;;..t facilities and improvements suitable for distri- butir_..r_ canters and small warehouse facilities capable of serving as decentralized storage and distribution centers; and 'K...HEREAS, any bonds issued to provide funds for the making of such loan or loans shall be payable solely from the rF:-:rnt.z=s received by the Issuer from the repayment of such loans and from other revenues derived from the loan of such moneys and from the other security pledged therefor and such bonds shall never be construed to constitute an indebt- edness of the Issuer, the State of Texas (the "State") or of the Citr of Lubbock, Texas (the "Unit") or any other politi- cal sm.I:'.-.-ision of the State within the meaning of any con- stituLi^ial or statutory provisions whatsoever; and WHEREAS, McLane Company, Inc., a Texas corporation (the "Cornpariy") doing business through its wholly -owned subsidiir--, tic Lane/Foodservice-Lubbock, Inc., a Texas cor- oorat.i.cn, ad -:ir7ed the Issuer that it is undertaking the construction and equipping of a regional ware- houor. mn-? d.i.stxibut:ion center (the "Project") located within the bot;ndaries of the Unit, and has requested that the Issuer issue and sell its Flexible Rate Demand Industrial Revenue C Bonds (tScLane Company, Inc. Project) Series 1986 (the "Bonds") for the purpose of malting a loan to the Company to assist in the financing of the cost of acquisition, construc- tion and eq,.iipping of the Project; and WHEREAS, the Board of Directors. of the Issuer hereby finds and determines that the land, buildings, equip- ment, facilities and improvements comprising the Project are required and suitable for the promotion of development and expansion of a distribution center and small warehouse facilit.i��s capable of serving as decentralized storage and distrib•.il'-ion centers, and are in furtherance of the public purpos^,s cf the Act; and WHEREAS, in order to promote industry, develop trade, promote job opportunities and enhance the standard of livina -,!.ithin the Unit and within the State, the Issuer will issue the Bonds in the aggregate principal amount of $5,000,C90 pursuant to this resolution (the "Resolution") and a Trust Indenture, dated as of September 1, 1986 (the "Inden- ture"), between the Issuer and Morgan Guaranty Trust Company of Nce,, York, as trustee (the "Trustee"), which Bonds are to be pay.al..,le solely from the proceeds of the Bonds, the reve- nues ivvl receipts derived by the Issuer from the loan of the proceed:-; of the sale of such Bonds to the Company pursuant to a Loran Agreement, dated as of September 1, 1986 (the "Loan P.greement"), by and between the Issuer and the Company, the "Security", as defined in the Indenture, and a Letter of Cred_t (:;s defined in the Loan Agreement), which revenues and rec^i.pts will be payable on such dates and in such amoi.in.t-.e. <is will provide for the payment of the entire prin- cin-71 )f and interest on and purchase price of the Bonds issued by the Issuer hereunder; and WHEREAS, the Loan Agreement and. the Indenture provide that the proceeds of the sale of the Bonds shall be used to make a loan to the Company in the amount of $5,000,000; and WHEREAS, there have been presented to the Board of Direct-rs of the Issuer at this meeting: (1) the proposed form o: the Indenture; (2) the proposed form of the Loan including the exhibits . thereto; (3) the proposed (_. form Private Placement Memorandum relating to the Bonds (the "Placement Memorandum"); (4) the proposed form of Placem,a-.O_ Agreement, to be dated the date of initial issu- ance of the Bondi (the "Placement Agreement"), among Morgan 7',.u:;t Company of New York ( the "Placement Agent") , P.-publi.•:.f ,n3: Dallas, National Association (as Co -Placement Agent), Issuer and the Company; (5) the proposed form of -2- a Remarketing and Interest Services Agreement, to be dated the date of initial issuance of the Bonds (the "Remarketing [` Agreement"), between the Placement Agent and the Company; and (6) the proposed form of the Letter of Credit. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORIT OF LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION THAT: Section 1. For the purpose of providing funds to be loaned to the Company pursuant to the Loan Agreement, there is hereby authorized and created pursuant to the Act an issue of bonds to be designated, "Lubbock. Industrial Develcpmsnt Corporation Flexible Rate Demand Industrial Revenue Bonds (McLane Company, Inc. Project) Series 1986." Section 2. The Issuer hereby finds and determines that the loaning of the proceeds from the sale of the Bonds to the Company pursuant to the terms of the Loan Agreement is in furtherance of the purposes of the Issuer and in the public interest and that the acquisition, construction and equipping of the Project and the financing thereof through the issuance and sale of the Bonds by the Issuer will promote industry, develop trade, promote job opportunities and enhance the standard of living within the Unit and within the Stnto. Section 3. The Bonds shall be issued as fully regist -- r(---.d bonds without coupons in an aggregate principal amount „J $5,000,000. The Bonds initially issued shall be in th- denoninations, shall be dated, shall bear interest from svcli. dates, payable on such dates, and shall bear inter- est at t:he variable rates, all as provided in the form of the Bond forth. in Exhibit A to the Indenture and shall mature on Octol:,ea- 1, 2006. The form, interest rates, terms and provisions of the Bond; and the provisions for the signatures, authentica- tion, payment, registration, transfer, exchange, redemption and numh•>r shall be as set forth in the Indenture and are hereby approved. The President or Vice President and the Secretary or As,si�'_ant Secretary of the Issuer are each hereby autho- rizecl t:.c - :.crute and attest, as appropriate, the Bonds and each is h�.reby a.i.tthorized to deliver them to the Registrar for aut'r-:rntication. The signatures of the President or Vice Fr_ i.drnt and the Secretary or Assistant Secretary on !A- 11•: rils may be manual or by facsimile. The seal of the I>�tr-r to ax1rcar on the Bonds may be either printed thereon or she 11 1>y facsimile. -3- Section 4. The Issuer has this date conducted a public hearing with respect to the issuance of the Bonds. The Bonds are hereby authorized to be sold pursuant to the Placement Mcmorandum and the Placement Agreement, subject to the approval of the issuance of the Bonds by the City Counr.i1 of the Unit and by the Texas Economic Development Commission (the "Commission"), at a purchase price of and upon the other terms and conditions contained in the rlacement Memorandum and the Placement Agreement. Section S. The forms, terms and provisions of the Bonds, the Indenture, the Loan Agreement, the Promissory Note (the "Note") which is attached as Exhibit A to the Loan Agrecme,_L, the Placement Memorandum, the Remarketing Agree- ment, the Placement Agreement and the Letter of Credit, sub- stantiaVLy in the forms of such documents (including the exhibits thereto) presented at this meeting, are hereby approved, with such insertions, omissions and changes to each of such documents as shall be approved by the President or Vice President of the Issuer, the execution of such documents being conclusive evidence of such approval; and the President or Vice rresident and the Secretary or Assistant Secretary are hcr-oby authorized and directed to execute the Indenture, the Loar T.greement, and any related exhibits attached there- to, 1-hT. Placement Agreement and any other documents contem- plated tlh. eby, and to endorse the Note to the Trustee, as contemn l.ai.e-d by the Indenture. Section 6. The President or Vice President and the tart' or Assistant Secretary are hereby authorized to e.xf-clite and deliver to the Registrar the written order of tl e Tsni.i-nr for the authentication and delivery of the Bond's L-:T t.h<s Registrar, in accordance with Section 2.11 of the Indenture. Section 7. The officers of the Issuer shall take all action necessary or reasonably required to carry out, give effect to and consummate the transactions contemplated hereby, including, without limitation, the execution and de- li•.rery t>f an,, closir..g and other documents reasonably required to be c?clivered in connection with the sale and delivery of the Ecrils. Ser,tion S. Nothing contained in this Resolution or in the T,,. Agreement, the Bonds, the Indenture, the Place- ?1. men.t the Remarketing Agreement, the Placement Hemornnd+m, or any other instrument, shall be construed as ob11 t7at.:i i-c! Uh- Issuer, except to the extent provided in such circUtt ,n'.- or instruments, or as incurring a charge upon the aen�-ral of. the I.~suer, nor shall the breach of any agreement contained in this Resolution, the Bonds, the Inden- -4- ture, -the Loan Agreement, the Placement Agreement, the Re- marketing Agreement, the Placement Memorandum, or anyother instrument or document executed in connection therewith, impose any charge upon the general credit of the Issuer. Section 9. The distribution by the Company and the Placement Agent of the Placement Memorandum to the pros- pectiv, x:.�1 chasers of the Bonds is hereby ratified, confirmed and approved. The form, terms and provisions of the Place- ment Memorandum be, and the same hereby are, approved with respect to the information contained therein relating to the Issu: Section 10. Morgan Guaranty Trust Company of New `fork, Ite York, New York., is appointed as Trustee, Registrar, Tender Agent and Paying Agent under the Indenture. Section 11. The Issuer hereby elects to have the provisions of Section 103(b)(6)(D) of the Internal Revenue Code of 1'Sti, as amended, apply to the Bonds. The officers of the 'szuer are hereby authorized to execute and file with the Int^rnal Revenue Service such documents, and to take such other act.ons, as may be required to effect such election. -Section 12.. After the Bonds are delivered by the Registrar to the purchasers thereof upon receipt of payment therefor, this Resolution shall be and remain irrepealable until t'.ie Bonds and the interest thereon shall have been fully Paid, cancelled and discharged. Scction 13. If any section, paragraph, clause or provision of this Resolution shall, for any reason, be held to be in-,alid or unenforceable, the invalidity or unenforce- abilit_Y o[ s.�ch section, paragraph, clause or provision shall not affect- any of the remaining provisions of this Resolution. Section 14. The provisions of all bylaws, orders, and re sc.]W.=ions of the Issuer, or parts thereof, inconsistent herewith, are hereby waived to the extent only of such inconsistency. c..ction 15. The Secretary or his nominee is hereby authori^-�c and directed to obtain the approval of the issu- ancq :, t.lie Bonds by the City Council of the Unit. The offi- cer-,, rrrloy-es, agents of and legal counsel to the Issuer are hcrek•y authorizced and directed to execute and file such aprl.ir_-.f i•...,t,- an-3 other instruments with the Commission as riay be to obtain the approval of the Commission of the is�;.tan c and _ale of the Bonds. -5- r Section 16. This Resolution shall be effective immediately. ADOPTED this 4th day of September, 1986. LUBBOCK INDUSTRIAL DEVELOPMENT CORPORA QN B}, i Preside Attest: ecrA*ar 08MDT0°38 -6- Resolution #2421 PREPARED BY FULBRIGI4T t; JAUORSKI. FOR SEPTEMBER 11, 1936 CITY COUNCIL MEETING RESOLUTION APPROVING BONDS AND APPROVING A RESOLUTION BY LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION PROVIDING FOR THE ISSUANCE OF $5,000,000 LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION FLEXIELE RATE DEMAND INDUSTRIAL REVENUE BONDS (McLANE COMPANY, INC. PROJECT) SERIES 1986 ITIEREAS, Lubbock Industrial Development Corporation (the "Issuer") was created by the City of Lubbock, Texas (the "Unit-"), pursuant to the provisions of the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, as amended (the "Act"); N111EREAS, pursuant to section 103(k) of the Internal Revenue Code of 1954, as amended (the "Code"), the Issuer has conducteO a public hearing, following reasonable public notice, with r.esp,:�ct to the captioned bonds (the "Bonds") and the proj- ect to h,e .financed with the proceeds thereof and has submitted to the Unit certified minute entries containing the proceedings from s­c7, hearing which proceedings are attached hereto as Exhibit A; SaN';ZtEAS, in order to satisfy the requirements of section 103(k) --lF the Code, it is necessary for the Unit to approve the Bonds af': r. such public hearing has been held; WIfr'.REAS, Section 25(f) of the Act requires that the Goverrtin7 Body of the Unit approve the resolution of the Issuer providi-ng for the issuance of the Bonds no more than sixty (60) days prior to the delivery of the Bonds; and tat1EEEAS, it is deemed necessary and advisable that this Resolution be adopted; 1101'7, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CIT'Z t}? LUBBOCK, TEXAS, THAT: S_.7f77TOU 1. The Resolution Authorizing $5,000,000 Lubbock-r-li.istri.al Development Corporation Flexible Rate Demand Indust-i�il Re•renue Bonds (McLane Company, Inc. Project) Series 198E.; A Loin Agreement; An IndeneUYe of Trust; and Other Documen!:F Re_,gii.red in Connection Therewith, adopted by the Issuer c-i `7eptember 4, 1.986 (the "Issuer Resolution"), a copy of lljc', at'.acho.d hereto as Exhibit B and made a part hereof for all pIILposeS, is hereby specifically approved. ITEM ri SiCTION 2. The Bonds, which are to be issued: A. In the maximum aggregate face amount of $_-,000,000, and B. To finance the acquisition, construction, iirlprovement, and expansion, as the case may be, of ap- proximately 32.4 acres of land located at 1601 Fast Loop 21"6191 (East Loop 289 and East 19th Street), a building including 78,000 square feet of warehouse space and 12,300 square feet of office space to be used as a re- gional distribution center to store dry grocery and cooler/freezer items for distribution to restaurants, schools and other institutional foodservice operations (the "Project"), which will be initially owned, oper- a'::ed, and managed by the User doing business through its u.holly-owned subsidiary, McLane/Foodservice - Lubbock, Inc., are hereby approved pursuant to section 103(k) of the Code. S—ECTIO-1 3. The approvals herein given are in accor- dance wi':h the provisions of Section 25(f) of the Act and sec- tion 103(k) of the Code, and are not to be construed as any underf_ak:ina by the Unit, and the Bonds shall never constitute an indebtedness or pledge of the Unit, or the State of Texas (the "St -ate"), within the meaning of any constitutional or state_ or,7 provision, and the owners of the Bonds shall never be paid in .!hole or in part out of any funds raised or to be raised b-7 taxation or any other revenues of the Issuer, the Unit, :�r °-lie State, except those revenues assigned and pledged by the I sijer Resolution. S FCTLOtT 4. The programs and expenditures authorized and cont:srinl.ated by the Issuer Resolution are hereby in all respects approved. SECTION 5. The Mayor and the City Secretary of the Unit and '_he other officers of the Unit are hereby authorized, jointly and severally, to execute and deliver such endorse- ments, ir-0:rtiments, certificates, documents, or papers neces- sary anc. alvls7able to carry out the intent and purposes of this Resolut:.ion. AMD APPROVED this September 11, 1986 JOAN AKER, MA� PRO TtM ATTEST: Ranet Boyd, City Secr ary I, the undersigned, Secretary of Lubbock Industrial Development Corporation (the "Issuer"), do hereby certify as follows: 1. In accordance with the Bylaws of the Issuer the Board of Directors of the Issuer (the "Board") held a meeting on September 4, 1986, at the Chamber of Commerce, Lubbock, Texas (the "Meeting"), of the duly constituted officers and members of the Board, at which a duly constituted quorum was p.resont. Whereupon, among other business transacted at the Meeting, ? public hearing concerning the issuance of these industrial development- revenue bonds styled as follows: $5.e00,000 LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION FLEXIBLE RATE DE14AND INDUSTRIAL REVENUE BONDS (MCLANE COMPANY, INC. PROJECT) SERIES 1986 (the "Eleari.ng") was duly conducted. 2. A true, full, and correct copy of excerpts from the oflici;)l minutes of the Board pertaining to the Hearing at the Meeting is attached to and follows this Certificate; such excerpts have been duly recorded in the Board's minutes of the Meeting; -3ach of the officers and members of the Board was duly and notified officially and personally, in ad- vance, of the time, place, and purpose of the Meeting in accor- dance with the Bylaws, and that the Hearing would be conducted at the Ticeting; and the meeting was held and conducted in ac- cordance with the Articles of. Incorporation and Bylaws of the Corporation and the requirements of Article 6252-17, Vernon's Civil Statutes, as amended. ST°:NED AND SEALED this (S7AL) Secretary, Lubbock Industrial Development Corporation A-1 EXCERPT T-' O11 THE MINUTES OF THE MEETING OF $EFTEMBER 4, 1986. Th. President of the Board of Directors then opened a public he,ari.ng for the purpose of hearing from interested mem- bers of Uie public concerning the proposed issuance of those industrial revenue bonds styled ".Lubbock Industrial Development Corporation Flexible Rate Demand Industrial Revenue Bonds (McLane Company, Inc. Project) Series 1986," in the aggregate principal amount of $5,000,000 (the "Bonds"). The President of the Board of Directors requested all Persona desired to speak either for or against the issuance of the Ponds or the project proposed to be financed with the proccP0!7 of the Bonds to so indicate by raising their hands. No person present at the meeting so indicated. TI«s:re being no persons identifying themselves as desir- ing to =reak, the President of the Board of Directors then announr_es3 that the hearing was closed. zz3+e A-2 Resolution #2421 COMMUNITY DEVELOPMENT FUNDING AGREEMENT BETWEEN CITY OF LUBBOCK AND LUTHERAN SOCIAL SERVICE OF TEXAS, INC. THE STATE OF TEXAS § COUNTY OF LUBBOCK § This Agreement entered into this 11th day of September 1986, between the City of Lubbock, Texas, a Home Rule Municipal Corporation, hereinafter called "City" and Lutheran Social Service of Texas, Inc., a Texas nonprofit corporation, hereinafter called "LSST." WITNESSETH: WHEREAS, the City is obligated to do and perform certain services in its undertaking of a Community Development Plan pursuant to the Housing and Development Act of 1974, as amended; and WHEREAS, LSST is a Texas nonprofit corporation which promotes state-wide social welfare, including the social welfare of the East Lubbock Neighborhood which consists of lower and moderate income residents by developing a program of services to individuals, families, groups, and the neighborhood to meet the basic needs of residents of the areas; and WHEREAS, the services provided by LSST benefit citizens of Lubbock and constitute a valuable public service; and WHEREAS, the City Council of the City of Lubbock has declared the maintenance and operation of the Neighborhood House to be a public purpose; and WHEREAS, LSST and the services it provides have been found to meet the criteria for funding under provision 570-201(e) of the Community Development Regulations for Public Services; and WHEREAS, the accomplishment of the public purpose is the predominant purpose of the transaction; continuing supervision by the City together with statutory and contractual requirements provide sufficient assurance that the public purpose will be accomplished; the City Council has found that LSST has the special expertise, knowledge and experience necessary for operation of the Neighborhood House and the provision of the services; and that the City will receive adequate consideration in the form of substantial public benefit; and WHEREAS, the City desires to contract with LSST to provide a program of services for the benefit of low and moderate income residents of East Lubbock neighborhoods; NOW, THEREFORE, the City and LSST do hereby mutually agree as follows: 1. The City will deed to Texas District of the Lutheran Church - Missouri Synod, a Texas nonprofit corporation, hereinafter referred to as "District" within thirty (30) days after execution of this Funding Agreement the premises including buildings and improvements located at 2009 E. 13th Street, Lubbock, Texas, better described as Lot 8, Block 1, W.H. Massey Addition to the City of Lubbock, Lubbock County, Texas, having a value of $92,560.00 as determined by an appraisal. 2. In consideration for the deeding of the above -mentioned property, LSST agrees to pay the City ONE AND NO/100 DOLLAR ($1.00), and for further consideration agrees to operate and maintain on such property a Neighborhood House and to provide through such House a program of services to low and moderate income individuals, families, and groups, for a period of five (5) years after delivery of the deed conveying said property to District, such consideration being equal to the value of the property deeded. 3. It is expressly understood by LSST that this subject property is transferred to District as part of the City's Community Development Block Grant Program, and as such, the activities undertaken must comply with all of the rules and regulations established by said program. LSST agrees that the use of this structure shall be devoted primarily to assist low and moderate income individuals and that LSST will not discriminate against any individual, family or client seeking services because of race, color, religion, sex or national origin, and that all:applicants for services 2 will receive consideration for services without regard to race, color, religion, sex, or national origin. 4. LSST agrees to develop and maintain a mechanism to provide affordable services to low or moderate income persons. 5. LSST will be required to maintain client records relating to Neighborhood House which indicate the herein described center principally benefits persons of low and moderate income. 6. LSST further agrees to maintain books and records of Neighborhood House operations and make such books and records available for inspection by any authorized representative of the City, that City may determine at any mutually convenient time. LSST also agrees to provide City with such reports as the City may from time to time reasonably require as proof of LSST's compliance with any and all terms and conditions of this Agreement. All reports or other communications relative to this Agreement shall be addressed to the Community Development Administrator or to a delegate expressly named by that person. 7. LSST agrees to occupy and maintain the structures and grounds in good condition for a period of not less than five (5) years from the date of the deed transferring such properties to District. 8. In the event that LSST vacates or abandons the structures or changes the use of the structures for any reason during the five (5) year period herein described, District shall pay to the City the fair market value of the structures and land or convey such structures and land back to the City. Said market value to be determined by appraisal done by an accredited, M.A.I. Real Estate Appraiser. 9. LSST agrees to indemnify and hold City harmless from and against all liability for injuries or death to persons, or damage to property caused by LSST's use or occupancy of said structures, or by the negligence of its agents or employees, and LSST shall give to City prompt and timely written notice 3 of any claim instituted which in any way, directly or indirectly, contingently or otherwise, affects or might affect City and City shall have the right to compromise and defend same to the extent of its own interests. 10. No officer or employee of the City; no member of its governing body; and no other public official of the governing body of the locality in which the project is situated or being carried out who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this project shall participate in any decision relating to this Agreement which affects his or her personal interest or have any personal or pecuniary interest, direct or indirect, in this Agreement. 11. No member of or delegate to the Congress of the United States and no Resident Commissioner shall be admitted to any share or part of this Agreement or to any benefit to arise herefrom. 12. For purposes of determining venue and the law governing this Agreement, activities performed under this Agreement are performed in the City and County of Lubbock, State of Texas. 13. This Agreement contains the entire agreement of the parties. 14. None of the services covered by this Agreement shall be subcontracted without the prior written consent of the City. 15. It is contemplated that District may convey the property herein described to LSST at some time in the future, to which conveyance City hereby consents, so long as other terms and conditions hereof are not altered. IN WITNESS WHEREOF, the City and the LSST have executed this Agreement as of the first day above written. CITY OF LUBBOCK 1J • (!� -'o e4�l✓ B. C. McMINN, MAYOR LUTHERAN SOCIAL SERVICE OF TEXAS, INC. By: k�� ROBERT C. GREENE, PRESIDENT 4 ATTEST: ATTEST: C� ILI za3j- Ij - Ranet Boyd�,Cit�ySeret ry Karen L. Ashorn, Administrative Assistant APPROVED AS TO CONTENT: Sandy OgYktr , Community Development Administrator APPROVED AS TO FORM: Michdle�Iiart, Assistant City Attorney The Texas District of the Lutheran Church - Missouri Synod, hereby approves the herein contract and agrees to the terms and provisions herein contained. LUTHERAN CHURCH-MISSOURI SYNOD TEXAS DISTRICT By: President-- M7