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HomeMy WebLinkAboutRES 82-435 R E S O L U T I O N WHEREAS , by resolution of the City Council (the "Governing Body") of the City of Beaumont , Texas (the "Unit") , the Governing Body authorized and approved the creation of the Beaumont Industrial Development Corporation (the "Corporation") as a nonprofit industrial development corporation under the provisions of the Development Corporation Act of 1979 , Article 5190 . 6 , Vernon ' s Annotated Texas Civil StLtutes , as amended (the "Act") ; F?ne WHIEREAS , the Corporation is authorized by the Act to issue bonds on behalf of the Unit for the purpose of paying all or a part of the costs of a "project" as defined in the Act , and to lease or sell the project or to loan the proceeds of the bonds to finance all or part of the costs of a project; and WHEREAS , the definition of "project" in the Act includes the land, buildings , equipment , facilities and improvements (one or more) found by the Board of Directors e= the Corporation to be required or suitable for the promotion of commercial development and expansion and in furtherance of the public purposes of the Act , or for use by commercial enterprises , all as defined in the Rules of the Texas Industrial Commission (the "Commission") , irrespective Aa- A/4_ - Je /i-49-9 of whether in existence or required to be acquired or constructed thereafter , if such project is located in blighted or economically depressed areas ; and WHEREAS , on August 10 , 1982 , 700 Calder, Incorporated (the "User") made written application to the Governing Body for establishment of an eligible blighted area within the Unit and for approval of a specific project to be construc- ted within such area consisting, among other things , of the conversion and renovation of two existing buildings into an 18 , 000 square foot office building and a 10 , 000 square foot bank headquarters and other improvements related thereto (the "Project") ; and WTIEREAS , the Governing Body of the Unit has , by separate Resolution (the "EBA Resolution") adopted on May 11 , 1982 as No . 82-174 , after required notice and public hearing, established an eligible blighted area as identified in such Resolution in compliance with the requirements of the Act and the Rules ; and 1,,THEREAS , Section 107 . 2 (b) (9) of the Rules provides that after final acceptance of the resolution establishing the eligible blighted area, the Commission will approve projects for commercial uses in and adjacent to the eligible blighted area only after the applicant demonstrates to the satis- faction of the Commission that , among other things , the Unit ` _,/ -2- has , after posting notice and holding a hearing, approved the proposed project , has made the determinations and findings required by the Rules , and has found that the proposed project to be financed will contribute signifi- cantly to the fulfillment of the redevelopment objectives of the City for the blighted or economically depressed area and is in furtherance of the public purposes of the Act; and WhEREAS , on November 12 , 1982 , the Unit posted notice of a public hearing with respect to the proposed Project at the City fall , and since that time has given notice thereof as -required by the Open Meetings Law, Article 62JL-17 , Vernon ' s Annotated Texas Civil Statutes , as amended, and, pursuant to such notice , has on this date held a public hearing for the purpose of considering the approval of the proposed Project ; and WHEREAS , Section 25 (f) of the Act provides that no issue of bonds shall be delivered by the Corporation without a resolution of the Governing Body adopted specifically approving the resolution of the Corporation providing for the issuance of such bonds ; and WHEREAS , the resolution of the Corporation with respect to the Project and the agreement to issue bonds between the Corporation and the User have been presented to the Governing Body; -3- NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT, TEXAS , THAT: Section 1 . The Governing Body hereby finds and determines that the Project proposed by the User conforms with the overall objectives , authorizations , and limitations specified in the EBA Resolution as required by such Resolu- tion and the Rules . Section 2 . The Governing Body finds that the proposed Project to be financed for commercial use will significantly contribute to the fulfiliment of the overall redevelopment objectives of the Unit for such eligible blighted area, that it is in furtherance of the public purposes of the Act , that it is located within the desig- nated blighted area established in the EBA Resolution, and that it conforms to the project approval standards specified in the Rules and in the EBA Resolution_ Section 3 . The Unit hereby approves the Project , having i-nade the determinations and findings required by the EBA Resolution, the Pules , and the Act . Section 4 . The Resolution of the Corporation and Agreement to Issue Bonds , substantially in the forms attached hereto , that the User has presented to the Corporation, pursuant to which the Corporation agrees , subject to the conditions stated therein, to authorize and -4- issue its Industrial Development Revenue Bonds in the aggregate principal amount now estimated not to exceed $3 , 000 , 000 in order to provide funds to defray all or part of the cost of the acquisition and construction of the Project , are hereby approved as required by Section 25 (f) of the Act. Section 5 . This Resolution is adopted for the purpose of satisfying the conditions and requirements of the Act , the Rules , and EBA Resolution with respect to the Project . This Resolution is also adopted for the purpose of satisfying the conditions and requirements of Section 103 of the Internal Revenue Code of 1954 , as amended, and the regulations promulgated thereunder, and any requirements for a public hearing and approval by an elected official or legislature which may be imposed by applicable law prior to the issuance of the bonds , and for the benefit of the Corporation, the Unit , and the owners or holders from time to time of the obligations o the Corporation and all other interested persons . Section 6 . The Mayor of the City of Beaumont , Texas , is hereby directed to provide a certified copy of this Resolution to the Executive Director of the Commission to confirm the findings made and approvals granted by the Unit with respect to the Project. -5- 4V 12 5 Section 7 . The Governing Body has considered evidence of the posting of notice of this meeting and hearing and officially finds , determines , recites and declares that a sufficient written notice of the date , hour and place of this meeting and hearing and of the subject of this Resolution was posted on the bulletin board at a place convenient to the public in the City Hall for at least 72 hours preceding the scheduled time of such meeting and hearing; such place of posting was readily accessible to the general public at all Mmes from such time of posting until the scheduled time of such meeting and hearing; and such meeting and hearing were opened to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Law, Article 6252-17 , Vernon' s Annotated Texas Civil Statutes , as amended, and the Act. PASSED AND APPROVED this /(ci.Zt&day of e1 /p 1982 . I,Iayor, City of Beaumont , Tee as -6- RESOLUTION PRESCRIBING THE FORM AND SUBSTANCE OF AN AGREEMENT TO ISSUE BONDS; AUTHORIZING THE EXECUTION OF SUCH AGREEMENT;AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT WHEREAS , Beaumont Industrial Development Corporation (the "Corporation") is authorized by the Development Corporation Act of 1979 , Article 5190 . 6 , Vernon ' s Annotated Texas Civil Statutes (the "Act") , to issue revenue bonds for the purpose of paying all or part of the cost of a commercial , industrial or manufacturing "project , " as defined in the Act , and to sell or lease the project to others or loan the proceeds of the bonds to others to finance all or part of the cost of the project ; and WHEREAS , the Corporation now desires to authorize , issue and sell its tax exempt industrial development revenue bonds , to the extent authorized by law, to provide funds to defray all or part of the cost of acquiring and constructing certain commercial , industrial or manufacturing facilities to be constructed by or to be leased or sold to 700 Calder Inc. (the "User") , but the Corporation anticipates that construction of such facilities will commence prior to the sale and delivery of such bonds ; and T,7HEREAS ' the User and the Corporation desire that the Corporation adopt a bond resolution with respect to the bonds or take some other similar official action toward the issuance of such bonds prior to the commencement of construction or acquisition of such facilities ; and WHEREAS , the City of Beaumont , Texas (the "Unit") , has authorized and approved creation of the Corporation to act on its behalf to further certain public purposes of the Unit and has approved or will approve the attached Agreement to Issue Bonds between the Corporation and the User; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF BEAUMONT INDUSTRIAL DEVELOPMENT CORPORATION, THAT: Section l : The Corporation hereby authorizes and agrees that it will issue and sell its industrial development revenue bonds (the "Bonds") from time to time in one or more series pursuant to the provisions of Texas law in a principal amount sufficient to pay all or part of the cost of acquiring and constructing the project described in Exhibit "A' to the Agreement to Issue Bonds attached hereto (the "Project") , together with all costs of authorization, . sale and issuance of the Bonds . The Bonds will be issued and sold as more fully provided in the Agreement to Issue Bonds in an aggregate principal amount (excluding bonds issued to refund any of the Bonds) now estimated to be $3, 000, 000 (but in no event to exceed $10 , 000 , 000) . Section 2 : The proceeds of the Bonds will be used to acquire , construct , improve , maintain, equip and furnish the. Project or will be loaned to the User to pay all or part of the costs of acquiring , constructing , improving, maintaining, equipping and furnishing the Project . Section 3 : The Corporation will enter into a lease , sale or loan agreement with the User providing for the lease or sale of the Project to the User or for the financing of all or part of the cost of the Project , as more fully described in the Agreement to Issue Bonds . Section 4 : The Board of Directors of the Corporation (the "Board of Directors") hereby finds , determines and declares that (i) the Project is required and suitable for the promotion of commercial and industrial development and expansion, the promotion of employment and for use by commercial , manufacturing or industrial enterprises , (ii) the User has the business experience , financial resources and responsibility to provide reasonable assurance that the Bonds and the interest thereon to be paid from, or by reason of, payments made by the User under the lease , sale or loan agreement will be paid as the same become due , and (iii) the Project is in furtherance of the public purpose of the promotion and development of new and expanded commercial , industrial and manufacturing enterprises to promote and encourage employment and the public welfare . Section 5 : The Agreement to Issue Bonds by and between t e Corporation and the User in substance and in form substantially as shown in the attachment hereto is hereby approved and the President and Secretary of the Corporation are hereby authorized to execute and attest such Agreement to Issue Bonds for and on behalf of the Corporation. -2- Section 6 : This Resolution, together with the Agreement to Issue Bonds attached hereto , shall be deemed and construed as a resolution authorizing the issuance of the aforesaid Bonds or some other similar official action the toward the issuance of the Bonds within the meaning of 26 C. F. R. Section 1. 103-8(a) (5) . 1982. ` PASSED AND APPROVED this _G"- day of 4 V q U S'f—, �--�— Directors -3- AGREEMENT TO ISSUE BONDS THIS AGREEMENT TO ISSUE BONDS, entered into as of the day of August, 1982 , by and between Beaumont Industrial Development Corporation (the "Corporation") , created pursuant to the authority of the Development Corporation Act of 1979 , Article 5190. 6 , Vernon' s Annotated Texas Civil Statutes (the "Act") , and 700 Calder Inc. , a Texas corporation (the "User") , for the purpose of carrying out the public purpose set forth in the Act , including the promotion and development of commercial , industrial and manufacturing enterprises to promote and encourage employment and the public welfare; W I T N E S S E T H: WHEREAS , the Mayor and the City Council of the City of Beaumont , Texas (the "Governing Body" and the "Unit" , respectively) , have authorized and approved the creation of the Corporation to act on behalf of the Unit for the public purpose of furthering on behalf of the Unit the promotion and development of commercial , industrial and manufacturing enterprises which promote and encourage employment and the public welfare; and WHEREAS , the Corporation is authorized by the Act to acquire, construct, improve , maintain, equip and furnish and to lease or sell "projects , " as such term is defined in the Act , or to make loans for the purpose of providing financing for all or part of the costs of a project , and the Corporation is further authorized to issue its bonds for the purpose of paying all or part of the costs of a project ; and WHEREAS , the User desires to acquire and construct a facility, more particularly described in Exhibit "A" attached hereto , within the Unit (the "Project") , which Project is suitable for the promotion of commercial and industrial development and expansion, the promotion of employment in the Unit and for use by commercial , manufacturing or industrial enterprises ; and WHEREAS , pursuant to the Act , the Corporation is authorized to issue the bonds hereinafter described, which bonds shall never constitute an indebtedness or pledge of the faith and credit of the State of Texas (the "State") , of �ilL'7� the Unit , or of any other political corporation, subdivision or agency of the State within the meaning of any State constitutional or statutory provision, shall never be paid in whole or in part out of any funds raised or to be raised by taxation or out of any other funds of the Unit, and shall never be paid in whole or in part out of any funds of the Corporation except those derived from or in connection with the sale or lease of the Project or the loan of funds to finance the Project; and WHEREAS , to promote and encourage employment and the public welfare , the Corporation is agreeable to issuing, at the request of the User, one or more series of the Corporation ' s industrial development revenue bonds (the "Bonds") for the purpose of paying all or part of the cost of constructing and acquiring the Project , or for the purpose of loaning the proceeds to the User in order to provide temporary or permanent financing of all or part of the cost of constructing and acquiring the Project , and the Corporation and the User deem it desirable and proper that this Agreement to Issue Bonds constitute a formal record of such agreement and understanding in order that the User may proceed with or provide for the acquisition and construction of the Project ; and WHEREAS , the User has evidenced a desire to cooperate with the Corporation in the acquisition and construction of the Project and for the Corporation to authorize and issue the Bonds in the aggregate principal amount now estimated to be $3 , 000 , 000 (but in no event to exceed $10 , 000 , 000) , to provide the funds to defray all or part of the cost of the acquisition and construction of the Project ; and WHEREAS , the Corporation and the User contemplate that the Project will be sold on an installment payment basis or leased to the User or that proceeds of the Bonds will be loaned to the User in order to provide temporary or permanent financing of all or part of the costs of the Project and that the installment purchase , rental or loan payments therefor will be sufficient to pay the principal of and any premium and interest on the Bonds ; and WHEREAS , it is the desire of the Corporation that the acquisition and construction of the Project occur at the earliest possible time so as to promote and encourage employment and the public welfare within the Unit; and WHEREAS , it is intended that this Agreement to Issue Bonds shall constitute "some other similar official action" -2- toward the issuance of the Bonds within the meaning of Section 1 . 103-8 (a) (5) of the Treasury regulations issued pursuant to Section 103(b) of the Internal Revenue Code of 1954 , as amended (the "Code") ; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration and of the mutual benefits , covenants and agreements herein expressed, the Corporation and the User agree as follows : 1 . The User shall commence with the acquisition and construction of the Project , which Project will be in furtherance of the public purposes of the Corporation and the Unit as aforesaid, and the User will provide, or cause to be provided, at its expense, the necessary interim financing to expedite the commencement of the acquisition and construction of the Project. On or prior to the issuance of the Bonds , the User will enter into a purchase , lease or loan agreement on an installment payment basis (the "Project Agreement") with the Corporation under which the Corporation will sell or lease the Project to the User or make a loan to the User for the purpose of providing temporary or permanent financing of all or part of the costs of the Project and the User will make installment purchase , rental or loan payments sufficient to pay the principal of and any premium and interest on such series of Bonds . The Bonds shall never constitute an indebtedness or pledge of the faith and credit of the State , the Unit , or any other political corporation, subdivision or agency of the State within the meaning of any State constitutional or statutory provision, and the Bonds shall never be paid in whole or in part out of any funds raised or to be raised by taxation or any other funds of the Unit , and shall be payable from the funds of the Corporation derived from or in connection with the sale or lease of the Project or the loan of the proceeds of the Bonds . 2 . On receipt of a ruling from the Internal Revenue Service (or the opinion of bond counsel acceptable to the Corporation) that interest paid on the Bonds is exempt from federal income taxation, the Corporation hereby agrees to issue , pursuant to the terms of the Act , the Bonds , or from time to time the portion thereof as may be the subject of such a ruling or opinion as aforesaid, in an appropriate principal amount not exceeding that which is the subject of a ruling or opinion as aforesaid, maturing in such amount and times , bearing interest at the rates , payable on the dates and having such optional and mandatory redemption features and prices as are approved in writing by the User. -3- The Corporation will deliver the Bonds to the purchaser designated by the User and will cooperate to the fullest extent in facilitating delivery of the Bonds . 3. The Corporation and the User agree that the Bonds may be issued either at one time or in several series from time to time as the User shall request in writing. Provided, however, that the parties agree that the Bonds will be issued in an aggregate principal amount as will not exceed the amount which is the subject of a ruling or rulings or opinion or opinions as aforesaid. A request in writing for issuance of one or more series of Bonds shall not affect the obligation hereunder of the Corporation to issue the remaining Bonds as written requests therefor are received. It is further agreed that the proceeds of the Bonds or portions thereof, whether or not issued in a series , shall not be invested so as to have the Bonds or a portion thereof constitute arbitrage bonds within the meaning of Section 103 (c) of the Code and applicable regulations promulgated pursuant thereto. 4 . The payment of the principal of and any premium and interest on the Bonds shall be made solely from moneys realized from the sale or lease of the Project or from moneys realized from the loan of the proceeds of the Bonds to finance all or part of the costs of the Project. 5 . The costs of the Project (the "Project Costs") may include any cost of acquiring , constructing, reconstructing, improving or expanding the Project . Without limiting the generality of the foregoing, the Project Costs shall specifically include the cost of the acquisition of all land, rights-of-way, property rights , easements and interests , the cost of all machinery and equipment , financing charges , interest prior to and during construction and for one year after completion of construction whether or not capitalized, necessary reserve funds , costs of estimates and of engineering and legal services , plans , specifications , surveys , estimates of cost and revenue , other expenses necessary or incident to determining the feasibility and practicability of acquiring, constructing, reconstructing , improving and expanding the Project , administrative expenses and such other expenses as may be necessary or incident to the acquisition, construction, reconstruction, improvement and expansion of the Project, the placing of the Project in operation and all incidental expenses , costs and charges relating to the Project not enumerated above . The parties agree , upon request , to provide or to cause to be provided to each other any data or -4- information which may be reasonably required to verify any of the Project Costs enumerated in this paragraph. The User agrees that it will be responsible for and pay any Project Costs incurred prior to issuance of the Bonds and will pay all Project Costs which are not or cannot be paid or reimbursed from the proceeds of the Bonds . 6 . The User agrees that it will at all times indemnify, , defend and hold harmless the Corporation, the Board of Directors of the Corporation, the Unit , the Mayor and City Council of the City of Beaumont , Texas , and any of the officers , directors , employees , agents , servants and any other party acting for or on behalf of the Corporation or the Unit (such parties being hereinafter referred to as the "Indemnified Parties") against any and all losses , costs , damages , expenses and liabilities (collectively the "Losses") of whatsoever nature (including , but not limited to , attorneys ' fees , litigation and court costs , amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly resulting from, arising out of or relating to one or more Claims (as hereinafter defined) , even if such Losses or Claims , or both, directly or indirectly result from, arise out of or relate to , or are asserted to have resulted from, arisen out of or be related to , in whole or in part , one or more negligent acts or omissions of the Indemnified Parties in connection with the issuance of the Bonds or in connection with the Project. The term "Claims" as used herein shall mean all claims , lawsuits , causes of action and other legal actions and proceedings of whatsoever nature , including but not limited to claims , lawsuits , causes of action and other legal actions and proceedings , involving bodily or personal injury or death of any person or damage to any property (including but not limited to persons employed by the Corporation, the Unit, the User or any other person and all property owned or claimed by the Corporation , the Unit , the User, any affiliate of the User or any other person) or involving damages relating to the issuance, offering, sale or delivery of the Bonds brought against any Indemnified Party or to which any Indemnified Party is a party, even if groundless , false or fraudulent, that directly or indirectly result from, arise out of or relate to the issuance, offering, sale or delivery of the Bonds or the design, construction, installation , operation, use, condition, occupancy, maintenance or ownership of the Project or any part thereof. The obligations of the User shall apply to all Losses or Claims , or both, that result from, arise out of or are related to any event, occurrence , condition or relationship prior to termination of this Agreement to Issue Bonds , -5- whether such Losses or Claims , or both, are asserted prior to termination of this Agreement to Issue Bonds or thereafter. None of the Indemnified Parties shall be liable to the User for, and the User hereby releases each of them from all liability to the User for, all injuries , damages or destruction of all or any part or parts of any property owned or claimed by the User that directly or indirectly result from, arise out of or relate to the design, construction, operation, use, condition, occupancy, maintenance or ownership of the Project or any part thereof, even if such injuries , damages or destruction directly or indirectly result from, arise out of or relate to , in whole or in part , one or more negligent acts or omissions of the Indemnified Parties in connection with the issuance of the Bonds or in connection with the Project. Each Indemnified Party, as appropriate , shall reimburse the User for payments made by the User to the extent of any proceeds , net of all expenses of collection, actually received by them from any insurance with respect to the Loss sustained. Each Indemnified Party, as appropriate , shall have the duty to claim any such insurance proceeds and the Indemnified Party, as appropriate , shall assign its respective rights to such proceeds , to the extent of such required reimbursement , to the User. In case any action shall be brought , or to the knowledge of any Indemnified Party threatened, against any of them in respect of which indemnity may be sought against the User , the Indemnified Party shall promptly notify the User in writing and the User shall have the right to assume the investigation and defense thereof, including the employment of counsel approved by the Indemnified Party and the payment of all expenses . The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the investigation and defense thereof, and the fees and expenses of such counsel shall be paid by the User as and when incurred by the Indemnified Party; provided that the User shall not , in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances , be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Indemnified Party, which firm shall be designated in writing by said Indemnified Party. The Indemnified Party, as a condition of such indemnity, shall use its best efforts to cooperate with the User in the defense of any such action or claim. The User shall not be liable for any settlement of any such action without its consent , but if any such action is settled with the consent of the User or if there shall be entered final judgment for the plaintiff in such action, the User agrees to indemnify -6- and hold harmless the Indemnified Party from and against any Loss by reason of such settlement or judgment. The provisions of this paragraph shall survive the expiration or termination of this Agreement to Issue Bonds . 7 . The User agrees to pay as part of the Project Costs any cost of the Corporation which is payable under any management agreement with the Unit or is otherwise incidental to administration of the Bonds , including but not limited to any annual charges computed at rates per annum which are agreeable to the User and are not in excess of the maximum allowed by law on the principal amount of the outstanding Bonds of each series issued pursuant to this Agreement to Issue Bonds , said annual charge to be due and payable on each anniversary date of the Bonds . Provided, however , that the fee payable pursuant to this Section 6 may, at the option of the User, be made in a single payment from the proceeds of each series of Bonds in an amount equal to the total of all such annual charges (computed upon the assumption that Bonds of such series will mature , unless redeemed pursuant to any mandatory sinking fund redemption requirements , on the dates and in the amounts set forth in the resolution(s) or indenture (s) of trust authorizing issuance of the series of Bonds) discounted to present value at discount rate (s) equal to the interest rate (s) on such outstanding Bonds . Provided, further, that said fee shall be in addition to all other amounts payable by the Corporation for costs incurred by the Corporation incident to administration of the Bonds pursuant to such management Agreement . S . If within three (3) years from the date hereof (or such later date as shall be mutually satisfactory to the Corporation and the User) the Corporation and the User shall not have agreed to mutually acceptable terms for the Bonds and the sale and delivery thereof and mutually acceptable terms and conditions of the Project Agreement , the User agrees that it will pay the Corporation for all unpaid Project Costs which the Corporation shall have incurred and this Agreement to Issue Bonds shall thereupon terminate. In the event that the User elects , prior to any such termination, not to proceed with the issuance of the Bonds for any reason, it shall so notify the Corporation in writing and shall promptly pay to the Corporation all Project Costs incurred by the Corporation prior to such notification, and if payment is so made , the User' s obligations under paragraph 5 above shall terminate from and after the date of such notification. -7- 9. The User may, without the consent of the Corporation , transfer or assign this Agreement to Issue Bonds or transfer or assign any or all of its rights and delegate any or all of its duties hereunder to any of its subsidiaries or affiliates currently existing or hereafter created, but no such transfer, assignment or delegation shall , without the written consent and approval of the Corporation, relieve the User of its liability for payment of Project Costs under paragraphs 5 , 7 and 8 hereof or indemnification under paragraph 6 hereof. 10. This Agreement to Issue Bonds and the accompanying authorizing resolution shall be deemed and construed as a resolution authorizing the issuance of the Bonds and other similar official action of the Corporation, acting by and through its Board of Directors , toward the issuance of the Bonds as herein contemplated: IN WITNESS WMEREOF, Beaumont Industrial Development Corporation acting pursuant to a resolution of its Board of Directors , and 700 Calder Inc, have caused this Agreement to Issue Bonds to be executed and attested by their duly authorized officers as of the date and year first above written. BEAUMONT_,,I-ND-USTRIAL ATTEST- DEVELO MENT CORPORATION By Secretary iPresident AT 700 CALDER INC. By: - Speretary President -8- a t Exhibit "A" Land Purchase Approximately 1, 175 , 000. 00 Building Conversion 1, 370, 000. 00 Architect, Interest, Etc. 455 , 000 . 00 3 , 000, 000. 00 The project to be financed with the proceeds from the sale of the bonds consists of the conversion of two existing buildings as office space and quarters for a proposed bank. The facilities to be financed as part of the project were constructed at various times and are described below: 1. Purchase of land and improvements on that block bounded by Calder St. on the South - Willow St. on the West - North St. on the North and Pearl St. on the East. _ Known as 700 Calder and 605 Pearl St. 2 . Demolition of one two-story house now vacant, one one-story building now used as a church, one one-story house now vacant. 3 . Conversion of masonry building containing 20, 000 sq. ft. into approximately 18 , 000 sq. ft. of first class office space for lease. This building is known as 605 Pearl St. 4 . Conversion of a 22 , 000 sq. ft. masonry building into quarters for a new proposed bank and first class office space for lease. This building is known as 700 Calder St. 5 . Development of the balance as parking and land- scaped areas. Legal Description of Proper , to be Acquired by 700 Calder, Incorporated Lots 1, 2 , 3 , 4 , 5, 6 , 7 , 8 , 9 , 10 , 11, 12 , 13 , 14 , 15 , 16 , 17 , 18 , 19 , 20 , 21, 22 , 23 & 24 ; Block #2 ; W. A. Fletcher Subdivision; North Tevis Survey.