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HomeMy WebLinkAboutResolution - 1268 - Agreement - LIDC - Issue Bonds For Diamond Plastics Corporation - 12/09/1982RESOLUTION 1268 - 12/9/82 Ov �� CREiARy-iREASURER DGV:js RF.SnTJTTTON RESOLUTION APPROVING AGREEMENT BY LUBBOCK INDUSTRIAL DEVELOPMENT CORPORA- TION TO ISSUE BONDS FOR DIAMOND PLASTICS CORPORATION. WHEREAS, the Board of Directors (the "Board") of Lubbock Industrial De- velopment Corporation has, by a Resolution Concerning Issuance of Bonds to Finance a Project for Diamond Plastics Corporation adopted November 29, 1982 (the "Resolution"), agreed and declared its intent to issue its limited obli- gation revenue bonds pursuant to the terms of the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, as amended (the "Act") and such other statutes as may provide authority therefor, to finance the costs of the project and in the amount set forth in the Resolution for the benefit of Diamond Plastics Corporation; and WHEREAS, this City Council of the City of Lubbock, Texas (the,"Unit") finds and delcares that the action of the Board approving the Resolution should be approved and is in the best interests of the inhabitants of the Unit for the reasons therein set forth; NOW THEREFORE: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: SECTION 1. THAT the Resolution, as adopted by the Board and attached hereto as Exhibit A, agreeing and declaring an intent to issue limited obli- gation revenue bonds for the purposes and in the amount set forth in the Re- solution is hereby approved. SECTION 2. THAT this Resolution is adopted for the purpose of satisfy- ing the conditions and requirements of the Act and Section 103 of the Internal Revenue Code of 1954, as amended, and the regulations promulgated thereunder. Passed by the City Council this 9th day of December 1982. ALA 4ENRY, tfayor P Tem ATTEST: (Evelyn Ga fga, City S ct -Treasurer 1 14 APPROVED AS TO CONTENT: Jim agg, Deputy City M er APPROVED AS TO FORM: e G. Vandiver, Asst. City Attorney CERTIFICATE FOR RESOLUTION CONCERNING ISSUANCE OF BONDS TO,FINANCE A PROJECT FOR DIAMOND PLASTICS-CORP.ORATION The undersigned Secretary of the Board of. Directors (the "Board".) of Lubbock Industrial Development Corporation,. (the "Issuer"), hereby certifies as follows: 1. In accordance with the Bylaws of the Issuer the Board held a meeting on November 29 , 1982 (the "Meeting") of the duly constituted officers and members of the Board, at which a duly constituted quorum was present. W'hereupon,_among other business transacted at the Meeting, a written RESOLUTION CONCERNING'ISSUANCE OF BONDS TO FINANCE A PROJECT -FOR DIAMOND PLASTICS CORPORATION (the "Resolution") was duly introduced for the consideration of the -Board and read in full. It was then duly moved and seconded that the Resolution be adopted; and, after due discussion, said motion, carrying with it the adoption -of the Resolution, prevailed and carried. 2. A true, full, and correct copy of the Resolu- tion adopted at the Meeting is'attached to and follows this Certificate; the Resolution has been duly recorded in the Board's minutes of the Meeting; each of the officers and' members of the Board was duly and sufficiently notified' officially and personally, in advance, of the time, place, and purpose of the Meeting in accordance with the Bylaws, and that the Resolution would be,izitroduced and considered for adoption at the Meeting, ' aid ' the meeting was held and conducted in accordance with the'•Articles of Incorporation and Bylaws of the Corporation. SIGNED AND SEALED this November 29 , 1982 President. .V. RESOLUTION CONCERNING ISSUANCE OF BONDS TO FINANCE A PROJECT FOR DIAMOND PLASTICS CORPORATION WHEREAS, the City Council of the City of Lubbock Texas (the "Unit") has, pursuant to the Development Corpora- tion Act of. *-*1979, Article 5190.6, Vernon's Texas Civil Statutes, as` -amended (the "Act"), approved and created Lubbock Industrial Development Corporation, a nonprofit corporation (the "Issuer"); WHEREAS, the Issuer, on behalf of the Unit is empowered to finance the cost of projects to promote and develop industrial and manufacturing enterprises to promote and encourage employment and the public welfare by the issuance of obligations of the Issuer, which projects will be within or partially within the Unit's boundaries. WHEREAS, Diamond Plastics Corporation (the "User") has filed an Application for Financial , Participation (including a Project Eligibility Questionnaire) which is attached hereto as Attachment l and made a part hereof for all purposes (the "Application") requesting that the Issuer finance ' a project described in the Application (the "Project") within the boundaries of the Unit and further that the Issuer adopt this Resolution with .respect to the acquisition of the Project, WHEREAS, the User has advised the Issuer. that a contributing factor which would further induce the User to proceed with providing for the acquisition of the Project would be a commitment and agrecmdpt °by the Issuer to issue.. industrial development revenue •..?oriels pursuant : to the Act (the "Bonds") to finance and pay,fo- *the Project; WHEREAS, in view of the necessity of compliance with administrative regulations, it 'is considered essential that acquisition of the Project be completed at the earliest practicable date but, at the same time, the User wishes. to commence with the acquisition of the Project after satisfac- tory assurances from the Issuer that the proceeds of the sale of the Bonds, or other obligations, of the.Issuer in an amount necessary to pay the costs of the Project, will be made available to finance the Project; " WHEREAS, the Issuer finds, intends, and declares that this Resolution shall constitute its official binding commitment, -"subject to the terms hereof, to issue Bonds, or other obligations, pursuant to the Act in an. -.amount pre- scribetl by the User now contemplated to be $1,50.0,000 (but • not to exceed $10,000,000 in any event) and to expend the proceeds -thereof to acquire the Project and to pay all expenses and .costs of the Issuer in connection with the issuance of the Bonds; and WHEREAS, the Issuer finds, considers, and declares that the issuance and sale of the Bonds in the amount and for the purposes hereinabove set forth will be appropriate and consistent with.the objectives of the.Act, and that the adoption of 'this Resolution is and constitutes and is intended as (i) an inducement -to the Issuer to proceed with providing for the acquisition of the Project and (ii) the taking of affirmative official action by the Issuer, acting by and through its Board of Directors, towards the issuance of the•Bonds within the meaning of federal income tax law • with respect to interest on the Bonds to finance certain facilities to be financed by the issuance of exempt small Issue bonds or exempt facilities, including . Treas. Reg. §1.103-8(a)(5); THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION THAT: Section 1. Subject to the terms hereof, the Issuer agrees that it will: (a) Issue the Bonds, and if the User and the Issuer agree, other evidences -of indebted- ness providing temporary •.�ihancing of�.• the Project which will be issued after the . date- hereof and be refunded by'the Bonds pursuant to.. the Act, or any other Texas legislation hereto- fore or hereafter enacted which may provide a suitable method of financing in addition to or in substitution for the Act. (b) Cooperate with the User with respect to the issuance of the Bonds, and, if arrange- ments therefor satisfactory to the User and the Issuer can be made, the Issuer will take such action and authorize the execution of such documents and will take such further action as -2- may be necessary or advisable for the authoriza- tion, execution, and delivery of any contracts or agreements deemed necessary or desirable. by the User or the Issuer in connection with- the issuance of the Bonds (collectively,* 'the "Contracts"), providing among other things for payment of the principal of, interest on, redemptioin,premiums, paying agents' charges, and Trustee's -_fees, if any, on the Bonds; payment of fees and charges of the Issuer or the Unit; acquisition of the Project; payment of fines and penalties; and use, operation, and maintenance of the Project (and the execution of any appro- priate and necessary guaranty agreements), all as shall be authorized, required, or permitted by law and as shall be mutually satisfactory to the Issuer, the Unit, and the User. (c) If the prodeeds from the sale of the Bonds are insufficient, take such actions and execute such documents as may be necessary to permit the issuance from time to time in the future of additional bonds on terms which shall be set forth therein, whether on a .parity with other series of bonds or otherwise, for the purpose of paying the costs of completing the acquisition of the Project, as requested by the User and within then applicable limitations. (d) Take or cause to be taken such other actions as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance'the7regf. The Bonds shall specifically provide -that—neither-. the State of Texas, the Unit;. +"46r any political issuer, subdivision, or agency of theState of Texas shall be obligated to pay the same or the interest thereon and that neither the faith and credit nor the taxing power of the State of Texas, the Unit, or any political issuer, sub- division, or agency thereof is pledged to the payment of the principal of, premium, if any, or interest on the Bonds. Section 2. It is understood by the Issuer and the Unit, and the User has represented to the Issuer, that in consideration of this .Resolution and by filing the Application, and subject to the terms and conditions hereof, the -User has agreed that: -3- (a), Prior to or contemporaneously with the sale of,, the Bonds in one or more series or issues . from time to time as the Issuer -and. the Uper shall. hereafter agree to in writing;- the User will enter into the Contracts with*.,the Issuer under the terms of which the User will obligate itself to pay to the Issuer (or to a Trustee, ."as the case may be) sums sufficient in the aggregate to pay the principal of, interest on, redemption premiums, paying agents' fees, and Trustee's fees, if any, on the Bonds, as and when the same become. due and payable, with such contract to contain the provisions described in Section 1 hereof and such other provisions as may be required or permitted by law and to be mutually acceptable to the 'Issuer and the User: (b) The User will (1) pay all Project costs which are not or cannot be paid or -reim- bursed from the proceeds of the Bonds and (2) at all times, indemnify and hold harmless the Issuer against all losses, costs, damages, expenses, and liabilities of whatsoever nature (including but not limited to attorneys' fees, litigation and court costs, amounts paid in settlement, and amounts paid to discharge judg- ments) directly or indirectly resulting from, arising out of or related to the issuance, offering, sale, or delivery of the Bonds, or the design, construction, installation, operation, use, occupancy, maintenance, or ownership of the Project. Section 3. It is unde'k too.d- by the , Issuer that all commitments of the Issuer end' the User with respect to-.-* ' • ` the Project and the Bonds are su'bjiect to the condition that the Bonds shall have been -issued' no later thap three years from the date of this Resolution, or such other date as' shall be mutually satisfactory to the Issuer and the .User. Section 4. It is recognized and agreed by the Issuer that the User may exercise its rights and perform its obligations with respect to the financing of the Project either through (i) itself in its own name; (ii) any of its wholly-owned subsidiaries or any parent corporation; (iii) any "related person" as defined in Section 103(b)(6)(C) of the Internal Revenue Code of 1954, as amended; or (iv) any legal successor thereto, respectively, subject to, approval of the Issuer's bond counsel and, provided that. -4- suitable .guaranties necessary or convenient for the market- ability of the Bonds shall be furnished, if required by the Issuer, `and'all references to the User shall be deemed to include the User acting directly through itself' -or any such approved. entities. Section S. The adoption of this Resolution, as requested in the Application, shall be deemed to constitute the acceptance.: of the User's proposal that it be further induced to'-pkoceed with providing the Project and the Application and this Resolution shall constitute an agree- ment between.; the Issuer and the User effective on the date that this Resolution is adopted, and this Resolution is affirmative of official action taken by the Issuer towards the issuance of the Bonds. -5- ATTACHMENT I s LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION APPLICATION FOR FINANCIAL PARTICIPATION': OF Diamond Plastics Corporation , APPLICANT The undersigned, on behalf of the entity named above as Applicant, hereby applies to. -,the Lubbock Industrial Development Corporation (the Corporation) for Project Financing, pursuant to the Development Corporation Act 0V1979 and pursuant to the Regulations of.the Corporation., We have reviewed the' Corporation's Local Regulations presented to us and in effect on the date hereof, and we agree to. and accept the terms thereof. The following Project Financing Questionnaire has been completed to the best of our ability, and the information contained therein and on any attachments thereto, represent a reasonably comprehensive outline of the Project and the financing requested in connection therewith. We submit herewith the Processing Fee required. by subparagraph III (A)(1) of your Regulations, together with five copies of the executed Inducement and Indemnity Agreement required by subparagraph 11(A)(2) of the Regulations. Preliminary Official Action, pursuant to paragraph II(B) of the Regulations is (is not) requested. (If such action is requested, attach separate statement of facts related to the request.) The undersigned warrants that he'ke''Authorized to,submit this. •::; application on behalf of the Applicant f:4 ` t= �" •. Diamond Plastics CorporaVIN App cant BY: Masa q i tsuzaki ut rzz O icer or Representative —Presently Estimated Amount of Project Financing Requested: 5 11500,000. INDUSTRIAL DEVELOPMENT FINANCING PROJECT ELIGIBILITY QUESTI' ON1lAIBY Name, street address, mailing address and telephone number of -... entity that will lease or purchase the project (or borrow the bond proceeds- from .the bond issuer): Diamond Plastics Corporation 100 West 10th street, Wilmington, County of.'New Castle (b) Name, title, street address, mailing address and telephone nun- ber of represantativet designated to work an the project and the fi- nancing for thie.principal user: Y. Hamada. Manager eh,emimt C' pt,"tia Viv zion of M.itsaWh.i Iateknafi bnae Conponat ton (c) Name, title, street address, mailing address and telephone num- ber of legal counsel who will represent the principal user for the project and the financing: 9k; John Spuchea Reid 6 Pkitat 40• Watt SUee t, New Pack New Vonk 10005; ( 212) 344-2233 (d) !lame, title, ktreet address, mailing address and telephone num- ber of the accounting firm of the principal user: No# yet decided 2. (a) Form of organization of principal user (check one): xi torporatian -partnership sole%proprietorship. (b) State or other jurisdiction of incorporation or organization: Detawate (t) Brief description of the organizational structure, including ship): Parents subsidiaries and affiliates (state the degree of relation - See attached dux&;g 3. Ownership: List all stockholders or partners having 10% or more int- erest in the principal user: Theta Omega. Inveb.tment Conponation 9148ub Ahi Inteknati•onat. Cakponat,i.on Ui,taubt4hi Conponati.on 4. If any of the above persons own more than SOS of the principal user, list all other organizations which are related to the principal user by virtue of such persons having more than a $01 interest in such organizations: S. (a) Attach the principal user's form 10-K for each of the five pre- cedin`fiscal years. together with the principal user's•most recent form�o-Q. (b) If the forms listed in paragraph S(a) have not been filed with the Securities end Exchange Corrnissions furnish the following infor- cation: M a brief sta'te4nt of the history and type of business en- gaged in 6y the principal user: New Company 00 the names and ages of exeuctive or managing officers and directors of the principal user and a brief account of all the business experience of each such officer or director, including his principal occupations and employment and the name and prin- cipal business of the corporation or other organization in which such occupations and employment were carried on: Name and Position Age Business Experience Chaihman: Mt. C.N. Boyd 62 CuAkentCy V.P. of Vow Chemi.cat Co. and Jonmvt y Pnea.udenat of flow Chemicat Ewrope Co. Vixecton of the Board € 52 Ccucn.ent.Cy V.P./Gen¢nat Manager, Mx4ati.on . Chxel Operating Ojj.i.ceA: Pnoductb U.iv.i,s.i,on of Giijond-H tL and Company; Uk. J.A. Etyan Inc. (iii) if the principal user's debt securities are rated or listed by any published rating agency, give such ratings or listings: -2- (IV) The principal user's audited financial statement for each -Of the preceding five fiscal years; provided that this informa- Mon need not be furnished if: (a} a guarantor's audited finbnciai statements for each Of the guarantor's preceding five fiscal years, or 5 (6} •s goverro ental agency would be deemed to beta guarantor. 6. If appropriate, as to each guarantor, furnish the same information re- quested in paragraphs 2 through 5 above. ?. -location of the project: Street Address 2425 MauhaU City Lubbock County State Texab 7940 S. Give a brief description of the project and its intended use. Indicate the following: approximate square feet of manufacturing, office and warehouse space to be constructed; type of construction; nature of equipment to be purchased from bond proceeds; products to be produced: 9. Estivate the number and types of jobs to be created as a result of the project and the estimated annual payroll of employees working at the project; and if there is any substantial probability that loss of ex- isting jobs would occur if the project was not constructed, estimate the number and types of existing jobs which would be lost and the es- timated annual payroll of employees holding..such.jobs. 50-60 fobs would be ,Coat .Ll the pUnt aais.•not' kept running'.,, _ 10. Project site (land) (a) Indicate approximate site (in acres or square feet) of project te. 55 acAea (b) Are there buildings now on the project site? X .. yes �.: no (c} Indicate the present use of the project site. Manujac utiq, OSJ.ice 6 WaAehouse ., 3 6 • (d) Indicate present owner of project site. %ZJJon.d-HiU 8Company, Inc. 8435 Stemons Reemy, DaUa,s Texas 75241 • (e) Is the Project site within the corporate limits of a city? �. ....x_ yes, no 11. If the.principal user now owns the project site, Indicate:. (a) date of purchase (b) purchase price (c) balance of .existing mortgage (d) holder of 'mortgage 12. If the principal user is not now the owner of the project site, does the principal user have an.option to purchase the site and any buildings on the site? If yes, indicate: (a) date option agreement sighed KitExpected Date - h owner November 9, 1982 (b) purchase price under option $1, 500, 00.0. 00 (c) expiration date of option November 30, 1962 13. Has the principal user entered into a contract to purchase the site? If yes, indicate: (a) date signed (b) purchase price '(c) settlement date 14. If the principal user Is not the owner•cf,project site, does the Princi. pal user now lease the site or any buildings -on the site?.,'., 15. Is there a relationship legally or by virtue of common control or owner- ship between the principal user and the seller of the project? If yes, describe this relationship: No _ 16. Describe any liens and encumbrances relating to the.project site. to- " gether with evidence that,all necessary Interests in teal estate re - 4 ' quired for the construction installation and operation of the t ecj have been or can be acquired, that all necessary access roadsproject vias and drainage facilities have been or can be provided and, thaatilit all approvals. permits, consents or authorizations of any governmental or public agency* authority or person required in connection with the construction, installation and operation of the project have been or can be obtained. N 1.7. Does the project'involve acquisition of an existing building or other feciliti:es? If yess indicate number and size of such buildings and facilities: Ve ,%'t does (dwut&;9 ) I8. Does the project consist of the construction of a new building or other facilities? If yess indicate number and size of new buildings and facilities: No, .it doean' z 19. Does the project consist of additions and/or renovations to existing buildings or other facilities? and/or renovation: If yes, indicate nature of expansion No, .it do ea n' t - 20. If any space in the project is to be 'leased to third parties$ indicate total square footage of the projects amount to be leased to each ten- ant, and proposed use by each tenant; YI. Give the names of the architect. engineer and general contractor for the project. - , ZY- (a) Give the approximate date of commencement and completion of the project. (b) Is the construction work on this project begun? Complete the following: a� site clearance' 10 jes �t complete foundation _date commenced enced footings date commencedc —ett d steel ..yes % complete_ ___date commenced ---Yes _.._.er© _._,__s complete date commenced e masonry work... � _-�►eS _ o _`x complete f other {describe ._.yes no __date commenced belowj] ..._....�% complete date commenced 'IAMOnd P ASUc witt take oven ewtnen t .Land, bu i edi n and equipment as they ane. 23. List principal -Mems or categories of equipm. nt to be acquired as part of the project. Date Ac !ZU CI14 M/t±S Exfnudex 4/77 • CM 90-6, " ExtAuden 1/74_ CM 111-8 Extkuden 7/73 CT 111-8 ' • Extrude,% 3/71 CT l i l-8 Tutt:n Exttuden 6/72 24: Has am of the above equipment been ordered or purchased? If yes, indi- tate: Lem hate OrderedDeliver_ Price • 25. List the face amount of all tax-exempt financing previously arranged b or for the benefit of the principal user. y Name Original Current of face outstanding Is_.:_ Pate amount amount Location None , 26. Give a detailed showing of the estimated"tost of theproject Kith a list of the Sources from which adtogether Show estimated items of cost as follows: will be made, which shall (a) the acquisition Cf all land, right cf•Kay, property rights, ease- cents and interests acquired or to be acquired; $1,500"000.00 40� ... Jb) • machinery and equipment; Inceuded in (A) (c) building Costs; Inceuded in (A) (d) financing charges, including fees and expenses of original purch- aser, underwriter, financial advisor or placement agent, bond counsel, other legal counsel, bond delivery and printing expense, bond discount,. the costs of preparing and processing the application to the Texas In- dustrial Comnistion, and any other fees and expenses in connection with the financing of the project; (e) interest prior•to and during construction and for one year after completion of construction, if applicable: (f) any reserve funds None (g) engineering, including among other costs the costs of estimates, plans, specifications and surveys; None (h) architectural fees; None (i) administrative expense of the Industrial Development Authority; (j) any other enumerated expenses; None 27. stere any of the above expenditures glade by the applicantrior to the date of the inducement resolution? If indicate yes, particulars: 28. have any of the above expenditures been incurred but not paid by the principal uiler.? If yes, Indicate particulars: No 29. Are costs of working Capital, inventory, moving expenses, work inro-. cess, or stock,.in trade Included in the proposed uses of bond proceeds? • NO 30. Will any of the funds to be borrowed through the Authority be used to repay or refinance an existing mortgage or outstanding loan? . None (Complete questions'31 and 32 only if the proposed financing Is an industrial development financing in excess of $1 million.) 31. List "'cbpiial expenditures" paid or incurred by the principal user or any other person with respect to this project: Land Buildings equipment Engineering Architecture . Research and development Interest during construction Other (please explain) Past3. nears $ 80,000 28.000 —1.112.000 - v. .. — • 1,280; 000 Next 3 years Ondeh. Peccnning "Capital expenditures" means a expenditures election provided in the Income Tax Regu ations,ibe treated asea ca i. tel expenditure rather than an ordinary expense for federal income tax Purposes. Examples of areas requiring particular attention are: Research and development expenses with respect to a facility must be treated as capital expenditures with respect to St. This would Include research and development with respect to equipment to be used there, - • ProJect Wer Rthe afor and development rule must expenses' allocable 'to the Penditures with reSpect togit even though thetresearched as pandl - �1"jopment Work takes place in a different municipality or de- ' Y state. _ Costs of awtds. etc. to be used at a facility are capital expend-!tures even if paid by the customer. Costs of,equipment to be moved to a facility are tquiex - capital ex n n !tures even if the purchase and initial use of �turred outside the municipality. the 32. List capital expenditures With respect to other fa opal user or ,tRy related person. if the ties Of a grin. same municipality. in the w' Past 3 ears _ Next 3 years Land buildings S Equipment Engineering --_ Architecture Research and development Interest during construction Other (Please explain) MITSUBISHI INTERNATIONAL CORPORATION CABLE ADDRESS: $20 MADISON AVENUE MITSUBISHI NEWYORK NEW YORK, N.Y. 10022 i DATE 2. OUR REF. No. TELEPHONE: 42121 605-2000 Theta Omega Mitsubishi Inter- Mitsubishi Corp. national Corp. Diatond Plastics Corp. (1) Theta Omega Investment Corp. Liechtenstein Corporat`i*on, 'In Europe President: Mr. C.H'.•,Boyd (2) Mitsubishi Internationat Corporation 520 Madison Avenue, New York, N.Y. 10022 President: Mr. T. Tomabechi (3) Mitsubishi Corporation 2-3-1 Marunouchi Chiyoda-ku, Tokyo, Japan President: Mr. Y. Mimura t. t 1� 098 �. ILJ Ji • ui Y C ay: o rnrn co -j0 ch 0 a '. �, s 'n A V RiLK r ws� Lt� — 0\ PVC vicY 4 E�fra f kr L4 1110 F'T LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION INDUCEMENT AND INDEMNITY AGREEMENT Lubbock,•Texas Gentlemen:. . The below named Applicant has this day filed with your, Corporation an Application for Financial participation P pursuant 'to•.the Development .Corporation Act of 1979 and in accordance with your Regulations in effect on the -date hereof. As an -inducement to the Lubbock Industrial Development Corporation and to the City-o:f:�:Lubbock, Texas, to accept, review and favorably consider and approve said Application and to issue the obligations therein contemplated, and whether or not all or any part thereof are ever actually*approved or issued by you, irrevocably agrees that it will (a) the Applicant hereby not or cannot be pay 811 project costs which are issued b Paid or reimbursed from the proceeds of obligations y you, and (b) at all times indemnify and hold harmless the Lubbock Industrial Development Corporation and the members and officers Of its Board of Directors and the City of Lubbock, Texas, and the members and officers of its City Council or governing body and any person or entity in privity with either, against all losses, claims, demands, costs, damages, expenses, and liabilities of whatsoever nature' or kind (including but not limited to attorneys' fees, litigation and court costs, amounts paid in settlement, and amounts Judgments) whether or not arising out of the negligence of Applicant d to ge and specifically further, whether or not arising from the negligence of the Lubbock Industrial Development Corporation, directly and/or indirectly resulting from, arising out of or related to the acceptance, consideration and approval or disapproval of such Application or the issuance, offering, sale or delivery of any such obligations, or the design, construction, installation, operation, use, occupancy, maintenance or ownership of the Project, as such term is defined in the Development Corporation Act of 1979. It is understood and agreed that this'Indircement and Indemnity Agree= meat shall be continuing and shall survive and continue to.be.effectiv'e.. after any approval or disapproval of isgi4.Application and the issuance or failure to issue any such obligation5'and the construction and . operation of the Project. It is also understood that additional indemnity agreements may be required by you from the Applicant or others, such as guarantors, prior to the final approval 'of such Application. This Inducement and Indemnity Agreement shall be effective upon execution by you where indicated below, and the same is dated this ay of Novenber, 1982 Sincerely yours, Diamond Plastics' rnan %q,._ or Representative INDUCEMENT AND INDEMNITY AGREEMENT (Continued) ACCEPTANCE' CLAUSE . ,.Approved, Accepted and Agreed by the ubbock Industrial Development Corporation, this the �Cday of Authorized'pffscer or Representative