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HomeMy WebLinkAbout1980-07-01 - Regular City Council43 REGULAR SESSION - TUESDAY JULY 1, 1980 - 7::00 P.M. CHAMBER OF THE CITY COUNCIL CITY HALL, STEPHENVILLE, TEXAS The City Council of the City of Stephenville, Texas, met in Regular Session, Tuesday, July 1, 1980 at 7:00 D.m. with Mayor Joe F. Cummings present and presiding. COUNCILNTEMBERS PRESENT: Mike Leese W. M. Irwin William G. Brede Charles Riggins Raymond Anderson E. W. Ferguson Larry Hammett David Clayton C(IUNCILMEMBERS ABSENT: NONE OTHERS ATTENDINP: City Administrator Marshall Shelton Administrative Assistant Kurt Ackermann Director of Public Works R. Y. Gann Chief of Police Mike Watkins Fire Marshall Kenneth Haley Director of Utilities Dannv Johnson Tax Assessor /Collector Robert Groves City Attorney Joseph Chandler City Secretary Joyce Pemberton Mr. Conrad Callicoatte Mr. David Cheatham Mr. Gerald Cook Members of the press and others Mayor Cummings called the meeting to order and declared a quorum present. ITEM I: APPROVAL OF THE MINUTES Councilman Leese moved, seconded by Councilman Irwin, that the minutes of the meetings of June 3rd and June 27th, 1980, be approved as written. Motion carried unanimoulsy. ITEM II OLUTIONS SUBMITTED BY Mr. David Cheatham, president of the Stephenville Industrial Develop- ment Corporation, appeared before the Council for the purpose of presenting two Resolutions from the Stephenville Industrial Development Corporation. 1) a Resolution reducing the number of boardmembers from ten (10) to seven (7) members; 2) a Resolution approving and accepting an application sub- mitted by FMC Corporation in relation to an industrial development project. After a lengthy discussion, Councilman Clayton moved, seconded by Councilman Leese, to pass and approve the Resolution to amend the corporation' Articles of Incorporation and By -Laws which will reduce the number of board - members from ten (10) to seven (7) as submitted by the Stephenville Industrial Development Corporation. The motion carried unanimously. After much more discussion, Councilman Irwin moved, seconded by Council- man Riggins, to pass and apDrove the Resolution approving and accepting an application submitted by FMC Corporation in relation to an industrial de- velopment project; making a commitment to finance the costs of such project; and approving and.authorizing the execution of a Memorandum of Agreement in connection therewith as submitted by the Stephenville Industrial Development Corporation. The motion carried unanimously. ITEM III: REQUEST FROM FARMERS MILLING COMPANY FOR PER! Mayor Cummings advised that the Farmers Milling Company representative was unable to attend this meeting and asked Councilman Ferguson for a committee report on their findings. �[ Councilman Ferguson advised that the committee had looked at some slides pertaining to the location of the old and new buildings. They also made an on -site inspection to determine the location of the new building in relation to the railroad tracks and how fire trucks would get to the new building in case of a fire or explosion. He said that Mr. Gryder had wanted to bring an explosive expert in to address the Council pertaining to the storage of amonia nitrate (a fertilizer) in this building in question. Councilman Ferguson also stated that, if permission if given for amonia nitrate to be stored in this new building, there will be another application for the same across the railroad tracks. He asked that Fire Marshall Kenneth Haley present his recommendations to the Council. Fire Marshall Haley advised that ammonium nitrate is a very highly explosive type of fertilizer and is in violation of the Fire Prevention Code. Mr. Haley listed the following reasons for his decision: 1. Heavilv populated area 2. Distance from overhead storage of gasoline 3. Building is not of non - combustible material 4. Building is not equipped with sprinkler system 5. Limited space at site for fire fighting, equipment in case of fire. 6. Other buildings with high hazard exposures in immediate area including railroad exposure. Mr. Haley aso advised that Poston and Anderson Feed Companies store ammonium nitrate and have long before this Code went into effect, but not in the quanity proposed by Farmers Milling Company. He said, as an example, that 2 pounds of ammonium nitrate equals about 1 pound of dynamite, if properly ignited, therefore, he would have to recommend denial of this permit. Mr. Aubrey Holly, 634 N. Race St., came before the Council objecting to any type of expansion of Farmers Milling Company because they do not take care of what they now have.in relation to flies, mesquitos, dust, water drainage, etc. Administrative Assistant Kurt Ackermann advised that the Air Control Board had investigators down here due to the complaints of sour odors, when it rains, dust, flies and mesquitos. Farmers Milling has promised to clean it up. After much more discussion, Mayor Cummings directed Mr. Haley to make sure that the permit is denied until further action is taken, if any. Also that the appointed committee, consisting, of Councilmen Ferguson, Anderson and �. , is to remain active and to make any further recommendatio they might de necessarv.�t«! ITEM- IV-. DA n FVA1 - 5 ,F 1' IN REGARD TO - Side 2 :RATION OF Mr. Cecil Davis, operation of the municipal airport, came before the Council to propose the sale of his small tools and goodwill to Mr. Robert Taylor of Arlington, Texas. He said that he was getting ready to ',`slow down" and would like to sell his small tools and goodwill to Mr. Robert Taylor. He advised that he would still work at. the airport, but just not as long hours as he had in the past. Mr. Davis said that he still had 5 years on his contract and, if the Council approves the sale, would recommend a longer term contract, such as, a 10 year extension after the 5 years expiration. Mr. Davis stated that such a contract would be needed to justify Mr. Taylor's move here. Mr. Robert Taylor stated that he was selling his business in Arlington to buy this one and the person buying his business has specified that he would like to complete the sale by July 15the or no later than August 1st. He said he would like to take over the 5 years remaining of Mr. Davis's contract with a 10 year renewable or to start over with a 10 year contract with a 10 year renewable clause. Mayor Cummings advised Mr. Taylor that he would appoint a new Airport Advisory Board and he would like for him to meet with said Board and the meeting would be no later than July 15th. A RESOLUTION by the Board of Directors of the Stephenville Industrial Development Corporation requesting the approval of the City Council of the City of Stephenville, Texas, of a proposed amendment to the Corporation's Articles of Incorporation and By- laws. WHEREAS, by virtue of resignations from the Board of Directors and the difficulties being encountered in finding persons willing to fill such vacancies, the Board of Directors o_` the Stephenville Industrial Development Corporation has determined the membership of the Board should be reduced from ten (l0) to seven (7); and WHEREAS, an amendment to the Corporation's Articles of Incorporation has been prepared to reduce the comber of directors serving on the Board from ten (10) to seven (7), such amendment being as follows: 0 AND WHEREAS, this Board hereby finds and determines that the Corporation's Articles of Incorporation should be amended, as provided in the foregoing amendment, and an application should be filed with the governing body of the City requesting the approval of such amendment; now, therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE STEPHENVILLE INDUSTRIAL DEVELOPMENT CORPORATION: SECTION 1: That the governing body of the City of Stephenville , Texas, Texas, is hereby formally requested to approve the "Articles of Amendment to the Articles of Incorporation of the Stephenville Industrial Development Corporation ", appearing in the preamble hereof, and this resolution shall constitute a written application to said governing body seeking their approval and authorization to adopt said amendment. SECTION 2: That the President of the Board author_Tz__ea__an__J directed to submit and file a cop resolution, together with a copy of the proposed of Amendment to the Articles of Incorporation of Industrial Development Corporation ", to the City the City of Stephenville, Texas. is hereby y of this "Articles the Stephenville Council of SECTION 3: That in the event of approval of the proposed—a—m—e—n-ffinents, the Council is also requested to approve an amendment to the Corporation's By -laws, by changing the second paragraph (Section 2, Article II) to read as follows: "The Board of Directors shall consist of seven (7) directors each of whom shall be appointed by the City Council." PASSED AND APPROVED, this the 30th day of June, 1980. a n,4 T � President, board of irectors Stephenville Industrial Development Corporation ATTES" / Seofretary,'Ed'ard of irectors Stephenville Industrial Development Corporation (Co_-porate Seal) i AND WHEREAS, this Board hereby finds and determines that the Corporation's Articles of Incorporation should be amended, as provided in the foregoing amendment, and an application should be filed with the governing body of the City requesting the approval of such amendment; now, therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE STEPHENVILLE INDUSTRIAL DEVELOPMENT CORPORATION: SECTION 1: That the governing body of the City of Stephenville , Texas, Texas, is hereby formally requested to approve the "Articles of Amendment to the Articles of Incorporation of the Stephenville Industrial Development Corporation ", appearing in the preamble hereof, and this resolution shall constitute a written application to said governing body seeking their approval and authorization to adopt said amendment. SECTION 2: That the President of the Board author_Tz__ea__an__J directed to submit and file a cop resolution, together with a copy of the proposed of Amendment to the Articles of Incorporation of Industrial Development Corporation ", to the City the City of Stephenville, Texas. is hereby y of this "Articles the Stephenville Council of SECTION 3: That in the event of approval of the proposed—a—m—e—n-ffinents, the Council is also requested to approve an amendment to the Corporation's By -laws, by changing the second paragraph (Section 2, Article II) to read as follows: "The Board of Directors shall consist of seven (7) directors each of whom shall be appointed by the City Council." PASSED AND APPROVED, this the 30th day of June, 1980. a n,4 T � President, board of irectors Stephenville Industrial Development Corporation ATTES" / Seofretary,'Ed'ard of irectors Stephenville Industrial Development Corporation (Co_-porate Seal) Articles of Amendment to the Articles of Incorporation of the Stephenville Industrial Development Corporation Pursuant to the provisions of the "Development Corporation Act of 1979 ", the undersigned Corporation adopts the following Articles of Amendment to its Articles of Incorporation to reduce the number of directors serving on the Board of Directors of the Corporation from ten (10) to seven (7). 1. The name of the Corporation is: Stephenville Industrial Development Corporation. 2. That Article VIII of the "Articles of Incorporation of Stephenville Industrial Development Corporation ", filed in the office of the Secretary of State of Texas, on the 11th day of February, 1980, shall be and is hereby amended to hereafter read as follows: "ARTICLE VIII "The Board of Directors of the Corporation shall consist of seven (7) members and the names and addresses of those persons currently .serving and to remain serving as directors of the Corporation, as of the date of the filing of these Articles of Amendment, are as follows: Robert Gerald Cook Bill Corbin Dorothy Watkins James T Chambers Perry D Elliott _Ralph Kemp C. H. Maguire. Jr. 153 E. Washington,-Stephenville, Texas 1n Charlotte Stephenville 'Texas 1915 W. W'2shin1Zton,_Stpphanvi _ 1la, Texa 9001 W P'^shingtnn gLeD1anvilla, .Texa 115 N Graham, Stephenville, Texas 2907 P' Washington Stpph nnvi?1e, Texa 298 W. Washingtop,ytPph nom, Texas 3. This amendment to the Articles of Incorporation was approved and adopted by: (a) the Board of Directors of the Corporation on the day of June 3p,1980, pursuant to a resolution duly passed by a majority vote of 7 Directors voting "For" the amendment and 0 Directors voting "Against" the amendment, and (b) the governing body of the C' of Stephenville, Texas, at a meeting held on the / day of 1980, and being the unit of government un er w ose auspz.ce t e Corporation was created. IN WITNESS WHEREOF, we have hereunto set out hands, this the 30th day of JUNE 1980. /0,& zd= ecretary, Board of irectors STEPHENVILLE INDUSTRIAL DEVELOPMENT CORPORATION President, board of Directors STATE OF TEXAS § a, COUNTY OF ERATH 4 I, the undersigned, a Notary Public, DO HEREBY CERTIFY that on this the 31-+h, day of L 1980, personally appeared before me President of the Board of Dir ctors of the Step envi e n us ial Development Corporation and rl�z ✓tea ��'n Secretary of the Board of Directors•of t e Stepmenville In ustrial Development Corporation, and known to me to be the persons acting in the capacities stated and who each being by me first duly sworr severally declare the statements contained in the foregoing Articles of Amendment to the Articles of Incorporation of the Stephenville Industrial Development Corporation are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal on , the day and year above written. Nota�r� in an or Erath Count -, Texas My Commission Expires: CERTIFICATE OF SECRETARY THE STATE OF TEXAS § § STEPHENVILLE INDUSTRIAL COUNTY OF ERATH § DEVELOPMENT CORPORATION I, the undersigned, Secretary of the Board of Directors of Stephenville Industrial Development Corporation, DO HEREBY CERTIFY as follows: 1. That the following persons constitute the Board of Directors of Stephensville Industrial Development Corporation, that they are duly qualified and acting directors and have been since the organization of the said Board on the 12th day of February, 1980, and that each person holds the office set opposite their names as follows: DAVID CHEATHAM BILL CORBIN GERALD COOK SCOTT ALLEN DOROTHY WATKINS JAMES T. CHAMBERS PERRY D. ELLIOTT RALPH KEMP C. H. MAGUIRE, JR. RON E. DODD PRESIDENT VICE PRESIDENT SECRETARY DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR 2. That the attached is a true and correct copy of a resolution entitled as follows: "A RESOLUTION by the Board of Directors of the Stephenville Industrial Development Corporation requesting the approval of the City Council of the City of Stephenville, Texas, of a proposed amendment to the Corporation's Articles of Incorporation and By- laws." which was adopted on the 30th day of June, 1980, at a meeting of the Board, after consideration of same, up n a motion being made by Director l o71RAr , a second of such motion by Director %f %/ �� h,; and the vote being called for, z— Directors voted tor the adoption thereof, p voted against, ___f_ abstained and ,7 were absent; t e original of which resolution is of recor�and –on file in the Minutes of the Board of Directors of said Corporation. 3. That according to the records of my office, each member of the Board was given actual notice of the time, place and purpose of the meeting at which said resolution was passed and had actual notice that the matter would be considered. TO CERTIFY WHICH, witness my hand and seal of said Corporation, this the _70,4 day of J„ne 1 1980. Secre" tary ,Board of Directors Stephenville Industrial Development A RESOLUTION approving and accepting an application submitted by FMC Corporation in relation to an industrial development project; making a commit- ment to finance the costs of such project; and approving and authorizing the execution of a Memorandum of Agreement in connection therewith. WHEREAS, FMC Corporation (hereinafter referred to as the "Company ") has submitted to Stephenville Industrial Development Corporation (hereinafter called the "Corporation ") an application together with certain. other documents seeking financial assistance from the Corporation in connection with the acquisition and con- struction of facilities to be operated and maintained by the Company (hereinafter referred to as the "Project ") in its trade or business, to wit: the manufacturing, distribution and sale of equipment and products used in the oil industry; and WHEREAS, the Board of Directors of the Corporation hereby finds and determines that the Company has complied with the pre- liminary filing requirements prescribed in the Corporation's "Local Regulations for Receiving and Approving Applications for Financial Participation in Development Project" (the "Regulations "), and any requirements which have not been met are, by the adoption hereof, waived, and the Company has demonstrated with reasonable certainty that (i) the Project sought to be financed by the Corporation qualifies and meets the requirements of the Development Corporation Act of 1979 and will accomplish the specific public purposes of the Corporation and (ii) all governmental approvals with respect to the Project and the issuance of the obligations by the Corporation, including those requirements specified in the Regulations, will be obtained; and WHEREAS, the Board of Directors of the Corporation further finds and determines that a commitment should be given to the Company to issue the bonds of the Corporation in such aggregate principal amount necessary to finance and pay the costs of acquisition and construction of the Project (now estimated to be therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE STEPHENVILLE INDUSTRIAL DEVELOPMENT CORPORATION: SECTION 1: That the application submitted by the Company is here y approved and accepted, and the Corporation shall be and is hereby committed and agrees in accordance with the pro- visions of the Development Corporation Act of 1979 (the "Act ") as follows: (a) To adopt a bond resolution or bond resolutions when requested by the Company, authorizing the issuance of revenue bonds (the "Bonds ") in one or more series in an aggregate principal amount necessary to finance and pay the cost of acquisition, construction and improvement of the Project (but in no event to exceed $ d o °°) and the cost of issuance, subject to (i) the eeqiiirements of the Act, (ii) the execution of the appropriate agreements or contracts as described in Section 1(b) below, and (iii) the sale of the Bonds under terms and conditions satisfactory to the Corporation and the Company. (b) Prior to the issuance of the Bonds, when requested, by the Company, to enter into such loan agreement, install- ment sale agreement, lease, or any other contracts or agree- ments between the Corporation and the Company as are mutually acceptable in all respects to the Corporation and the Company, provided that under any such agreement the Company shall be obligated to make payments to the Corporation or to a corpo- rate trustee, on behalf of the Corporation (and its Bondholders in such sums as are necessary to pay the principal of, inter- est on and redemption premiums, if any, together with paying agents' and trustee's fees on the Bonds, as and when the same shall become due and payable, and such payments also to be sufficient to defray the Corporation's administrative, over- head, and other expenses and costs with respect to the Bonds and the Projects. (c) To take, or cause to be taken, such other action, and to execute such additional contracts and agreements, when requested by the Company, as may be required in accordance with the Act and this Resolution to cause the issuance of the Bonds; and it is understood that the Company will fully indm- nify and hold the Corporation harmless from any and all damages losses and expenses, including attorneys' fees, arising at any time from or with respect to the Bonds and the Project. SECTION 2: That the President and Secretary of the Board of Directors are hereby authorized and directed to execute the Memo- randLum of Agreement, attached hereto as Exhibit A and incorporated he-reir. by reference for all purposes, which Memorandum of Agreement, upon execution by the Company, shall, together with this Resolution, constitute a commitment by the Corporation to finance the costs of acquiring, constructing and improving the Project by the issuance of revenue bonds. SECTION 3: That this Resolution, together with the Memorandum of Agreement herein approved and authorized to be executed shall constitute the taking of affirmative official action by the Corpora- tion toward the issuance of the Bonds, and that such action is, and is intended to be, similar to the ado tion of'a bond resolution, within the meaning of Section 1.103(8M)(5) of the regulations of the Internal Revenue Service adopted pursuant to Section 103(b) of the Internal Revenue Code of IM , as amended. SECTION 4: That immediately following the adoption of this Resolution, the execution of the Memorandum of Agreement by the Company and the obtaining of the approval of such Agreement by the City Council of the City of Stephenville, Texas, the Company may proceed with the acquisition, construction and improvement of the Project, in whole or in part, and such costs of expenses incurred shall be deemed to be, and included as, a part of the costs of acquiring, constructing and improving the Project to be financed by the issuance of the Bonds of the Corporation and covered by this commitment. SECTION 5: That, in relation to the bonds to be issued by the Corporation to finance the Project, the firm of Dumas, Hugenin, Boothman & Morrow has been designated and retained by the Corporation to serve as General Special Counsel, and the firm of Schneider, Bernet & Hickman, Inc. has been designated and retained by the Corporation to serve as its financial advisor, and the firm of McCall, Parkhurst & Horton has been designated as Bond Counsel, and the Company, by execution of the Memorandum of Agreement herein approved, shall be deemed to have consented and approved said firms to serve in such capacities. PASSED AND APPROVED, this the 30th day of June, 1980, l l 1MI %��\. �^Z� President, Board of Directors Stephenville Industrial Development Corporation ATTEST: Secretary, Board of Directors Stephenville Industrial Development Corporation (Seal) A RESOLUTION by the City Council of the City of Stephenville, Texas, ratifying, confirming and approving a "Memorandum of Agreement" pertaining to the financing of an industrial development project between the Stephenville Industrial Develop- ment Corporation and FMC Corporation. WHEREAS, the Stephenville Industrial Development Corporation has submitted to this Council for approval a "Memorandum of Agreement" between such Corporation and FMC Corporation, per- taining to the financing of an industrial development project, such agreement being attached hereto as Exhibit A and made a part of this resolution for all purposes; and WHEREAS, this Council has reviewed the foregoing agreement and determined that such project will promote and encourage employment within the City of Stephenville, Texas, and benefit the public welfare, and the same should be approved; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STEPHENVILLE, TEXAS, that the "Memorandum of Agreement ", attached hereto as Exhibit A, by and between the Stephenville Industrial Development Corporation and FMC Corporation is hereby in all respects ratified, confirmed and approved and the parties thereto may proceed with the project described therein and the making of arrangements for, the financing thereof. PASSED AND APPROVED NEST ,ity Secretary, City o Stephenville, Texas (City Seal) this the L, day of O , 1980. ' May, ; City Step envi Texas EXHIBIT A ,..,,., n, ,��_ .-v^ THIS AG:Z.EYENT, is entered into by and between Stephenville Industrial Deveiopaent Co_ooratior. (the " Corporation."), and FMC Corporation (the "Company "), a corporation duly incorporated under the laws of the State of and fully qualified to transact business in the StateState o� Texas, for the purpose of securing the agreement of the Corporation to issue its revenue bonds (the "Bonds ") for the purpose of financing certain industrial, manufacturing or commercial facilities (the "Facilities ") for the use of the Company, such Facilities to be located wholly or partly within the boundaries of the City of Stephenville, Texas, (the "Governmental Unit "). (a) The obligationsof the parties hereunder are contingent upon obtaining prior to the issuance of the Bonds, a ruling from the Internal Revenue Service to the effect that interest on the Bonds will be exempt from federal income tax under Section 103(b)(6) of the Internal Revenue Code of 1954, as amended, if in the opinion of Bond Counsel such a ruling is required, and upon obtaining such other rulings, approvals, consents, certificates, opinions of counsel and .other instru- ments and proceedings as may be deemed necessary by the Company or Bond Counsel with respect to the Facilities, the Bonds or any instrument relating thereto, from such goverrmen tal agencies and entities as may possess, or may have asserted authority or jurisdiction over or interest in matters pertaining,to the Facilities, all of which shall be in full force and effect at the time of the issuance of the Bonds. (b) SllDstantially all of the proceeds of the Bonds shall be used solely to finance the acquisition, construction and improvement of the Facilities, or a portion thereof, as generally described in Schedule A attached hereto and hereby made a part hereof. (c) The Bonds sh=_1'_ be in an aggregate principal amount of " „ 1",00,000) be not to e:;ce Ted C1i11ion DoL_ =.3 a ld shall issued in one or more series, but only pursuant to a resolution or resolutions of the Corporation's Board of Directors which will be approved as to form by Bond Counsel. Subject to the terms hereof, the Corporation agrees as follows: (1) To issue the Bonds and, if the Company and the Corporation agree, other evidences of indebtedness providing temporary financing of the Facilities which will be issued after the date hereof and be refunded by the Bonds pursuant to legislation heretofore or hereafter enacted which may provide a suitable method of tax exempt bond financing. The Bonds shall be issued in an aggregate principal amount not to exceed the then estimated cost of the Facilities, including the costs of issuance. (2) To cooperate with the Company with respect to the issuance and sale of tYe Bonds, and, if arrangements therefor satisfactory to the Company and the Corporation Can be made, the CGrpor'� - =1G:, will authorize the exevutl.on of such docu`.encs and will take such further action as may be necessary or advisable fbr the authorization, issuance and sale of the Bonds and the completion of the Facilities. (3) To take such actions and execute such docuLents as may be necessary and as may be agreed upon between the Company and the Corporation to permit the issuance from time to ti—"e in the future of additional Bonds on terms which shall be set forth therein ,whether pari passu; with other series of Bonds or otherwise, for the purpose of defraying the cost of completions, enlargements, improve- ments and expansions of the Facilities, or any segmznt thereof, as requested by the Company, and within the limitations of Section 103(b)(6) of the Internal Revenue Code of 1954, as amended. (d) The Company and the Corporation will enter into a contract under the terms of which the Company will unconditional] obligate itself to pay to the Corporation (or a trustee, as the case may be) sums sufficient in the aggregate, to pay the principal of, interest on and redemption premiu±s, if any, together with trustee's fees and fees of paying agents, with respect to the Bonds, as and when the same become due and payable. (e) Provisions shall be made in each resolut'i`on of the Corporation's Board of Directors providing for issuance of the Bonds for payment to the Corporation from the proceeds of the Bonds of an amount equal to all costs incurred by it (including legal fees) in connection with the issuance and sale of the Bonds. (f) Should no Bonds have been issued pursuant hereto on or before five -rears from the date hereof, the Corporation's cL'ioatio n to isc" Bonds s',all cease, and tae Company shall pay to the Corporation an ammouat equal to all costs, direct and indirect, incurred by the Corporation in negotiating contracts hereunder, in acquiring and constructing facilities and in preparing for issuance of Bonds which are not actually issued; and the Corporation shall transfer to the Company good title to all real or personal property theretofore transferred by the Company to the Corporation and all other real or persona] property acquired by the Corporation with any funds advanced to the Corporation by the Company hereunder. (g) Upon completion of the acquisition, construction and improvement of the Facilities, they shall be operated e Company without cost or expense to the and maintained by th Corporation. (h) The Company agree to (a) pay all Project Costs (as — fined by the Development Corporation Act of 1979) which are net or cannot be paid or re:-o.:r=_ed fro- the proceeds of oonds, and (b) at all times to indemnify and hold ha=-.less the Corporation against all losses, costs' damages, expenses and liabilities of whatsoever nature (including but not lim.ited to attorney's fees, litigation and court costs, amounts paid to settlement and amounts paid to discharge judgments) 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 Facilities. (i) In addition to the payments provided for above, the Company shall pay to the Corporation, from the proceeds of the Bonds or otherwise as agreed upon, all costs and expenses incurred by the Corporation in issuing the Bonds, and all costs and expenses incurred by the Corporation in administering the Bonds subsequent to issuance through final maturity and payment and such other payments as shall be agreed upon in writing between the parties. 6 (j) The terms of the Bonds (maturity schedules, interest rates, denominations, redemption provisions, etc.) shall be as authorized by the Development Corporation Act of 1979, and as may be mutually satisfactory to the Company and the Corpora- tion. .14 , ( ) If the Bonds shall not be issued for any reason, the Company shall have no obligation under this Agreement, except -o- the obligations provided in paragraph (f) and (h).. (1) It is contemplated that the form and contents of all resolutions, contracts, trust indentures and other documents contemplated hereunder will be mutually acceptable to the Co -parry and the Corporation. (m) The Company agrees _.._t any ot_zci =_l statement,_ prospectus or other offering- mem.oranda, through the use or which the proposed obligations are to be offered, sold-or placed with any lender, purchaser or investor, shall contain the disclosures required by the Regulations adopted by the; Corporation. (n) The Company agrees to pay the fees and expenses of the Financial Advisor, Bond Counsel and General Counsel of the Corporation incurred on this Project after the execution of this Agreement and its approval by the Unit, it being under- stood that a part of such fees and expenses may be required to be paid as their work progresses. 1E I I:d WITV.=SS '.:r.ELOi , the Darties hereto have entered into the attached and fore�oinc agree -en: by heir officers thereun- duly authorized as of the -a? of 19^ Stephenville Industrial Development Corporation (Corporation) BY: President, Board of Directors (Corporate Seal) .ATTEST: Secretary, Board or Directors FMC Corporation Company y„ BY: Its (Corporate Seal) ATTEST: 45 ITEM V: PLANNING & ZONING COMMISSION RECOMMENDATIONS -4542 -Side 2 Mr. Conrad Callicoatte of Graham Associates, Inc. presented the highlight of the meeting he had with the planning, & Zoning Commission pertaining to the various phases of the Master Plan. Mr. Callicoatte advised that in said meeting, the updating of the Master Plan had been discussed. It had been the consensus of himself and the P & Z Commission that it was a good plan and, essentially, it had been followed, but it did need to be updated in some areas rather than a whole new plan. Mr. Callicoatte said that the water system was the main item discussed as far as needing an update, (1) a long range plan and (2) the immediate supply needs. He said that for the long range plans and needs in the next 20 or 30 years, the P & Z Commission had recommended a complete studv be madesto_ determine those needs. The Commission had recommended, for the immediate water needs through 1985, that 4 water wells with collector lines and an elevated storage tank be constructed as soon as possible. It was determined that very little was needed on the sewage system as there is a grant in the process for a new sewage treatment plant and a south collector line. The Master Plan is being followed on the drainage system. The Capitol Improvements should be reviewed and brought in line with where we are today. See what needs to be done in the next 5, 10, and 15 years. Review the Zoning and Subdivision Ordinances and bring them ub to date. In going back to the water needs of the immediate future, Mr. Callicoatte recommended the addition of 4 new water wells and collector lines and a 750,000 gallon elevated storage tank at an estimated cost of $250,000. - wells, $150,000.- collector lines and $700 „000- elevated storage tank. Director of Utilities Dannv Johnson recommended that 5 new water wells be developed instead of 4. After considerable discussion, Councilman Anderson moved, seconded by Councilman Ferguson, that the Citv Council authorize Graham Associates, Inc. to proceed with the preparation of specifications and the letting of bids for a 750,000 gallon elevated storage tank and 4 water wells with an alternate bid for 5 water wells with the right to reject any and all bids. The motion carried unanimously. Councilman Leese moved, seconded by Councilman Brede, that the Citv Council authorize Graham Associates, Inc. to proceed with the updating of the Master Plan as recommended by the Planning & Zoning Commission on an hourly rate, not to exceed $5,000.00 at this time. If Mr. Callicoatte should see that it will take pore, he will come back to the Council at that time. The motion carried unanimously. ITEM VI: TAX DEPARTMENT. ANNUAL REPORT - ROBERT GROVES - JE498 -JE2 Tape Tax Assessor /Collector Robert Groves came before the Council giving his annual report for the Tax Department. In his report, Mr. Groves advised the Council that the advalorem taxes were only 25% of the city's general revenue Mr. Groves and the Council discussed the collection of delinquent taxes. After considerable discussion, Councilman Irwin moved, seconded by Councilman Riggins, that the City Council authorize Chandler & Chandler law firm to collect delinquent taxes effective October 1, 198.0, with a fee of 15% of taxes collected. ITEM VII: BID A14ARDED FOR ROOFING REPAIRS TO THE AIRPORT OFFICE - #85 Mr. Shelton advised that he had received only one bid and it was from Slawson Roofing Company.