RES 1371B 07/28/2008 RESOLUTION NO. 13 71 B
RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF
A PROJECT AGREEMENT WITH THE CITY OF CIBOLO
THE STATE OF TEXAS §
COUNTY OF GUADALUPE §
CIBOLO ECONOMIC DEVELOPMENT CORPORATION §
WHEREAS, the CITY OF CIBOLO, TEXAS (the "City") created the CIBOLO ECONOMIC
DEVELOPMENT CORPORATION(the "Corporation")pursuant to authority granted by Section 4B
of Article 5190.6, Texas Revised Civil Statutes, as amended(the "Act"); and
WHEREAS,at an election held on November 7,2006,in accordance with the provisions of
the Act, the voters of the City approved a proposition (the "Proposition") authorizing the City to
impose a sales and use tax within the City at a rate of one-fourth of one percent(the "Sales Tax")
to undertake projects as described in Section 2(11)(A) and Section 4B of the Act,including but not
limited to "...projects for the promotion ofprofessional and amateur athletics and sports including
stadiums, ball parks, auditoriums, projects related to entertainment, convention, tourist, and
exhibition facilities,amphitheaters and concert halls,and publicparks,parkfacilities and events...'
and
WHEREAS, the City Council of the City(the "City Council") and the Board of Directors
of the Corporation (the "Board ") have determined to undertake projects to provide public park
improvements including a soccer field,grand stands,parking facilities,restroom facilities,signage,
lighting, sidewalks, landscaping, and other related improvements (collectively, the
"Improvements"), all as authorized by the Act and the Proposition; and
WHEREAS, after due consideration of the available means to finance the costs of the
Improvements,the benefit to the City,the Corporation and the citizens of the City of providing the
Improvements, and the purposes for which the Corporation was created and the Sales Tax was
authorized, the City Council and Board have further determined that the most cost effective and
beneficial arrangement would be for the City to issue certificates of obligation secured in part from
the City's ad valorem tax taxing authority with the understanding and agreement that the Corporation
would pay the costs of such Improvements by remitting to the City from the receipts from the Sales
Tax amounts equal to the principal of and interest on the certificates of obligations issued by the
City to finance the costs of such Improvements as such principal and interest shall become due and
payable; and
WHEREAS, the Board now deems it necessary and appropriate to enter into a Project
Agreement with the City,in substantially the form attached hereto as Exhibit A,which sets forth the
Corporation's obligations to provide funds to the City from the Sales Tax in an amount equal to the
debt service payments on such certificates of obligation; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Resolution was passed 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; NOW
THEREFORE:
BE IT RESOL VED BY THE BOARD OF DIRECTORS OF THE CIBOLO ECONOMIC
DEVELOPMENT CORPORATION.•
SECTION 1. APPROVAL OF PROJECT AGREEMENT. The Project Agreement is
hereby approved in substantially the form attached hereto as Exhibit A. The President and Vice
President of the Board each are authorized to execute and deliver the Project Agreement on behalf
of the Corporation,and,if required,the Secretary of the Board is authorized to attest the President's
or Vice President's signature thereon. Prior to its execution and delivery to the other parties, the
President and the Vice President are hereby authorized to approve all changes to the Project
Agreement deemed necessary. In addition,the President,the Vice President,and any other officer,
employee, agent and official of the Corporation designated by the President are hereby expressly
authorized,empowered and directed from time to time and at any time to do and perform and to take
any and all action necessary to comply with the terms of the Project Agreement.
SECTION 2. INCORPORATION OF RECITALS. The Board hereby finds that the
statements set forth in the recitals of this Resolution are true and correct, and the Board hereby
incorporates such recitals as a part of this Resolution.
SECTION 3. EFFECTIVE DATE. This Resolution shall become effective immediately
upon on the passage hereof.
[The remainder of this page intentionally left blank]
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PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE CIBOLO
ECONOMIC DEVELOPMENT CORPORATION AT A REGULAR MEETING ON THE 28TH
DAY OF JULY, 2008.
President, Board of Director's'
Cibolo Economic Development Corporation
ATTEST:
Secretary, Board of Directors
Cibolo Economic Development Corporation
(Corporation Seal)
[SIGNATURE PAGE TO RESOLUTION APPROVING ECONOMIC DEVELOPMENT AGREEMENT]
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS §
COUNTY OF GUADALUPE §
CIBOLO ECONOMIC DEVELOPMENT CORPORATION §
I,the undersigned City Secretary of said City, hereby certify as follows:
1. The Board of Directors of said Corporation convened in REGULAR MEETING ON THE
28TH DAY OF JULY, 2008, at the designated meeting place, and the roll was called of the duly
constituted officers and members of said Board of Directors, to wit:
William Law, President Carl Garza
Paul Sahanek, Vice President Thomas Rober
Paul Machen, Secretary Gloria Donovan
Patricia Evans, Treasurer
and all of aid officers and members of said Board of Directors were present, except the following
absentee: 4 ,thus constituting a quorum. Whereupon, among
other business, the following was transacted at said Meeting: a written
RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF
A PROJECT AGREEMENT WITH THE CITY OF CIBOLO
was duly introduced for the consideration of said 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: -k NOES: 4 ABSTENTIONS:
2. That a true, full and correct copy of the aforesaid Resolution adopted at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate;that said
Resolution has been duly recorded in said Board of Directors's minutes of said Meeting; that the
above and foregoing paragraph is a true, full and correct excerpt from said Board of Directors's
minutes of said Meeting pertaining to the passage of said Resolution;that the persons named in the
above and foregoing paragraph are the duly chosen, qualified and acting officers and members of
said Board of Directors as indicated therein;that each of the officers and members of said Board of
Directors was duly and sufficiently notified officially and personally,in advance,of the time,place
and purpose of the aforesaid Meeting,and that said Resolution would be introduced and considered
for passage at said Meeting, and each of said officers and members consented, in advance, to the
holding of said Meeting for such purpose, and that said Meeting was open to the public and public
notice of the time, place and purpose of said meeting was given, all as required by Chapter 551,
Texas Government Code.
SIGNED AND SEALED the 28t' day of July, 2008.
'`tet Q4,,-R CA-
(SEAL)
(SEAL) Secretary, Board of Directors
Cibolo Economic Development Corporation
EXHIBIT A
FORM OF PROJECT AGREEMENT
DRAFT DATE: APRIL 28,2008
PROJECT AGREEMENT
THIS PROJECT AGREEMENT (this "Agreement"), dated as of 1a. 3. 1 —, 2008,
is executed by and between the CITY OF CIBOLo,TEXAS(the"City"), and the CIBOLO ECONOMIC
DEVELOPMENT CORPORATION(the "Corporation").
WITNESSETH:
WHEREAS,the Corporation was duly created by the City pursuant to authority granted by
Section 4B of Article 5190.6, Texas Revised Civil Statutes, as amended (the "Act"); and
WHEREAS,at an election held on November 7,2006,in accordance with the provisions of
the Act, the voters of the City approved a proposition (the "Proposition") on the question of the
adoption of a sales and use tax within the City at a rate of one-fourth of one percent (the "Sales
Tax")to undertake projects as described in Section 2(11)(A) and Section 4B of the Act, including
but not limited to projects to promote new or expanded business enterprises that create or retain
primary jobs,and public safety facilities, streets and roads, drainage, facilities for the furnishing of
water to the general public,and related improvements,projects fo the promotion of professional and
amateur athletics and sports including stadiums, ball parks, auditoriums, projects related to
entertainment, convention, tourist, and exhibition facilities, amphitheaters and concert halls, and
public parks,park facilities and events,open space improvements,primary job training facilities for
use by institutions of higher education, research and development facilities, regional or national
corporate headquarters facilities,museums and related stores,restaurant,concession and automobile
parking facilities, related sewer facilities, solid waste disposal facilities, recycling facilities,
demolition of existing structures, development and expansion of affordable housing, and targeted
infrastructure and any other improvements, expenditures,or facilities, including but not limited to
the land, buildings, equipment, facilities, expenditures, and costs as defined by statute that are
related to any ofthe above projects and any other project that the board determines will promote new
or expanded business enterprises that create or retain primary jobs, and the maintenance and
operations expenses for any of the above described, all as authorized by the Act; and
WHEREAS, the City Council of the City(the "City Council") and the Board of Directors
of the Corporation (the "Board ") have determined to undertake projects to provide public park
improvements including a soccer field,grand stands,parking facilities,restroom facilities,signage,
lighting, sidewalks, landscaping, and other related improvements (collectively, the
"Improvements"), all as authorized by the Act and the Proposition; and
WHEREAS, the City and the Corporation have found that the costs related to the
Improvements to be paid from the Sales Tax pursuant to this agreement will not exceed the costs of
such Improvements that are eligible to be paid from the Sales Tax; and
WHEREAS, after due consideration of the available means to finance the costs of the
Improvements,the benefit to the City,the Corporation and the citizens of the City of providing the
Improvements, and the purposes for which the Corporation was created and the Sales Tax was
authorized, the City Council and Board have further determined that the most cost effective and
beneficial arrangement would be for the City to issue certificates of obligation secured in part from
the City's ad valorem tax taxing authority with the understanding and agreement that the Corporation
would pay the costs of such Improvements as described below by remitting to the City from the
receipts from the Sales Tax amounts equal to the principal of and interest on the obligations issued
by the City to finance the costs of such Improvements as such principal and interest shall become
due and payable; and
WHEREAS,the parties hereto find it necessary and advisable to enter into this Agreement
with respect to the Improvements in accordance Section 23(a)(13) of the Act to set forth the duties
and responsibilities of the respective parties for the implementation and funding of the
Improvements.
NOW, THEREFORE, in consideration of the covenants and agreements herein made, and
subject to the conditions herein set forth, the City and the Corporation agree as follows:
SECTION 1. DEFINITIONS AND INCORPORATION OF PREAMBLES. The terms and
expressions used in this Agreement, unless the context clearly shows otherwise, shall have the
meanings set forth herein, including terms defined in the preambles hereto, which preambles are
incorporated in and made a part hereof for all purposes.
SECTION 2. FINANCING OF IMPROVEMENTS. The parties agree that the costs of the
construction of the Improvements, in the amount not to exceed $1,700,000, will be paid from the
proceeds of certificates of obligation(the"Certificates of Obligation")to be issued and sold by the
City under and pursuant to Subchapter C of Chapter 271, Texas Local Government Code, as
amended (also known as the "Certificate of Obligation Act of 1971").
SECTION 3. OBLIGATION OF THE CORPORATION. (a) The Corporation agrees to pay to
the City 100% of the debt service for the Obligations, with such payments being subject to the
Corporation's annual budgeting and appropriation. The amounts currently expected to be paid by
the Corporation are set forth in Exhibit A attached hereto. Upon a firm delivery date being
established for the Certificates of Obligation,the City agrees to notify the Corporation of such date
and confirm in writing such delivery date. Following the delivery of the Certificates of Obligation,
the City shall furnish the Corporation a schedule for attachment hereto as Exhibit B, showing the
final,actual payments to be made by the Corporation to the City in accordance with this Agreement.
Such amounts shall be considered acceptable by the Corporation without the necessity of obtaining
further approval from the Board as long as the interest rate for any maturity does not exceed 5.00%
per annum and the total amount of debt service coming due during any fiscal year does not increase
by more than $5,000 from the total amount of debt service coming due during such fiscal year as
shown on Exhibit A. All payments shown in Exhibit B shall be paid to the City at least thirty days
prior to each scheduled debt service payment date specified in Exhibit B.
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(b) The Corporation agrees that the City shall be entitled to a first claim on and right to the
amounts budgeted each year by the Corporation for the payment of debt service on the Certificates
of Obligation; provided, however, that, the Corporation's obligation to make the payments due
hereunder shall be subordinate to the payment of debt service payments and reserves required in
connection with any bonds or other obligations issued by the Corporation under the Act;and further
provided that with the consent or approval of the City, the Corporation may issue or incur other
obligations secured by and payable from a superior lien on and pledge of the Sales Tax superior to
its obligations hereunder.
SECTION 4. CONSTRUCTION CONTRACTS, OWNERSHIP OF THE IMPROVEMENTS. (a)
The City shall own and construct the Improvements and shall be solely responsible for the
construction and maintenance of the Improvements,and the Corporation shall have no liability with
respect to the construction, operation or maintenance of the Improvements or the Certificates of
Obligation other than to make the payments to the City herein contemplated from the Corporation's
receipts from the Sales Tax.
(b)Prior to the advertisement of bids for acquisition or construction of the Improvements or
any portion thereof,the Board of the Corporation or a designated representative thereof shall have
the opportunity to review the design plans and specifications and make its recommendations to the
City regarding such design plans and specifications.
SECTIONS. FINANCING OF THE IMPROVEMENTS,CONSTRUCTION AND COMPLETION.
The City agrees that upon receipt of the proceeds of sale of the Certificates of Obligation it will
proceed with due diligence with the construction and completion of the Improvements. The City
does not anticipate delays in the construction of the Improvements, and the Corporation shall not
be liable for any damages caused by any delays in completion of the Improvements or any additional
costs in reference to the Improvements.
SECTION 6. FORCE MA.IEURE. If,by reason of Force Majeure, either party hereto shall
be rendered unable wholly or in part to carry out its obligations under this Agreement, then such
party shall give notice and full particulars of such Force Maj eure in writing to the other party within
a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party
giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the
continuance of the inability then claimed, except as hereinafter provided,but for no longer period,
and any such party shall endeavor to remove or overcome such inability with all reasonable dispatch.
The term Force Majeure as employed herein, shall means acts of God, strikes, lockouts or other
industrial disturbances, acts of public enemy, orders of any kind of the Government of the
landslides, lightening, earthquakes, fires hurricanes, storms, floods, washouts, droughts, arrests,
restraint of government and people, civil disturbances, explosions, breakage or accidents to
machinery, pipelines, or canals, or other causes not reasonably within the control of the party
claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall
be entirely within the discretion of the party having the difficulty, and that the above requirement
that any Force Majeure shall be remedied with all reasonable dispatch shall not require the
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settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when
such settlement is unfavorable to it in the judgment of the party having the difficulty. It is
specifically excepted and provided, however, that in no event shall any Force Majeure relieve the
City of its obligation to transfer sales tax revenues to the Corporation as required under the Act.
SECTION 7. REGULATORY BODIES. This Agreement shall be subject to all valid rules,
regulations,and laws applicable thereto passed or promulgated by the United States of America,the
State of Texas, or any governmental body or agency having lawful jurisdiction or any authorized
representative or agency of any of them.
SECTION 8. COUNTERPARTS. This Agreement may be executed in a number of identical
counterparts, each of which shall be deemed an original for all purposes.
SECTION 9. SEVERABILITY. In case any provision herein shall be invalid,illegal,or unen-
forceable,the validity,legality,and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.
SECTION 10. TERM OF AGREEMENT. The term of this Agreement shall be for the period
during which the Certificates of Obligation are outstanding.
(Execution Page Follows)
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IN WITNESS WHEREOF, the Corporation and the City, acting under authority of their
respective governing bodies have caused this Agreement to be duly executed and effective as of the
date first set forth above.
CIBOLO ECONOMIC CITY OF CIBOLO, TEXAS
DEVELOPMENT CORPORATION
BYAI.(J' w.r1 c�a u�,� By
President, Board of Directors *Ma —h"
ATTEST: ATTEST:
Secretary,Board of Directors City Secretary
(Corporate Seal) (City Seal)
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EXHIBIT A
PRELIMINARY DEBT SERVICE PAYMENTS
(see attached)
A-1
BOND DEBT SERVICE
City of Cibolo,Texas
Certificates of Obligation,Series 2008(Soccer Complex)
Dated Date 10/01/2008
Delivery Date 10/01/2008
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
02/01/2009 30,000 4.500% 24,000.00 54,000.00
08/01/2009 35,325.00 35,325.00
09/30/2009 89,325.00
02/01/2010 20,000 4.500% 35,325.00 55,325.00
08/01/2010 34,875.00 34,875.00
09/30/2010 90,200.00
02/01/2011 20,000 4.500% 34,875.00 54,875.00
08/01/2011 34,425.00 34,425.00
09/30/2011 89,300.00
02/01/2012 50,000 4.500% 34,425.00 84,425.00
08/01/2012 33,300.00 33,300.00
09/30/2012 117,725.00
02/01/2013 55,000 4.500% 33,300.00 88,300.00
08/01/2013 32,062.50 32,062.50
09/30/2013 120,362.50
02/01/2014 60,000 4.500% 32,062.50 92,062.50
08/01/2014 30,712.50 30,712.50
09/30/2014 122,775.00
02/01/2015 60,000 4.500% 30,712.50 90,712.50
08/01/2015 29,362.50 29,362.50
09/30/2015 120,075.00
02/01/2016 75,000 4.500% 29,362.50 104,362.50
08/01/2016 27,675.00 27,675.00
09/30/2016 132,037.50
02/01/2017 80,000 4.500% 27,675.00 107,675.00
08/01/2017 25,875.00 25,875.00
09/30/2017 133,550.00
02/01/2018 80,000 4.500% 25,875.00 105,875.00
08/01/2018 24,075.00 24,075.00
09/30/2018 129,950.00
02/01/2019 85,000 4.500% 24,075.00 109,075.00
08/01/2019 22,162.50 22,162.50
09/30/2019 131,237.50
02/01/2020 90,000 4.500% 22,162.50 112,162.50
08/01/2020 20,137.50 20,137.50
09/30/2020 132,300.00
02/01/2021 95,000 4.500% 20,137.50 115,137.50
08/01/2021 18,000.00 18,000.00
09/30/2021 133,137.50
02/01/2022 100,000 4.500% 18,000.00 118,000.00
08/01/2022 15,750.00 15,750.00
09/30/2022 133,750.00
02/01/2023 105,000 4.500% 15,750.00 120,750.00
08/01/2023 13,387.50 13,387.50
09/30/2023 134,137.50
02/01/2024 110,000 4.500% 13,387.50 123,387.50
08/01/2024 10,912.50 10,912.50
09/30/2024 134,300.00
02/01/2025 110,000 4.500% 10,912.50 120,912.50
08/01/2025 8,437.50 8,437.50
09/30/2025 129,350.00
02/01/2026 120,000 4.500% 8,437.50 128,437.50
08/01/2026 5,737.50 5,737.50
09/30/2026 134,175.00
02/01/2027 125,000 4.500% 5,737.50 130,737.50
Jul 16,2008 11:12 am Prepared by Southwest Securities (Cibolo:CIBOLO-CO08) Page 1
BOND DEBT SERVICE
City of Cibolo,Texas
Certificates of Obligation,Series 2008(Soccer Complex)
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
08/01/2027 2,925.00 2,925.00
09/30/2027 133,662.50
02/01/2028 130,000 4.500% 2,925.00 132,925.00
09/30/2028 132,925.00
1,600,000 874,275.00 2,474,275.00 2,474,275.00
Jul 16,2008 11:12 am Prepared by Southwest Securities (Cibolo:CIBOLO-CO08) Page 2
EXHIBIT B
ACTUAL DEBT SERVICE PAYMENTS
(see attached)
B-1