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<br />BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SAN MARCOS, TEXAS: <br /> <br />SECTION 1: The City Council hereby approves the Bond Resolution, a copy of which is <br />attached hereto as Exhibit B, and the issuance, sale and delivery of the Bonds pursuant thereto. <br /> <br />SECTION 2: The Bonds, which are issued: <br /> <br />(a) In the maximum aggregate face amount of $3,000,000, and <br /> <br />(b) To finance the acquisition, construction, equipment, and improvement of the <br />Project (as defined in the Bond Resolution), which will be located at Clovis Barker Drive, San <br />Marcos, Texas and will be initially owned, operated, and managed by TB Wood's <br />Incorporated (the Borrower) <br /> <br />are hereby approved pursuant to Section 147(f) of the Code and the Mayor is authorized to execute <br />a certificate evidencing compliance with Section 147(t) of the Code based upon the public hearing <br />held on January 25, 1999. <br /> <br />SECTION 3: The approval herein given is in accordance with the provisions of Section 25(t) <br />of the Act, and is not to be construed as any undertaking by the Unit, and the Bonds shall never <br />constitute an indebtedness or pledge of the Unit, or the State of Texas, within the meaning of any <br />constitutional or statutory provision, and the holder of the Bonds shall never be paid in whole or in <br />part out of any funds raised or to be raised by taxation or any other revenues of the Issuer, the Unit, <br />or the State of Texas except those revenues assigned and pledged by the Bond Resolution. <br /> <br />SECTION 4: The programs and expenditures authorized and contemplated by the Bond <br />Resolution are hereby in all respects approved. <br /> <br />SECTION 5:: The City Council consents to the recommendation of the Board of Directors <br />of the Issuer that the Annual Continuing Fees to be assessed the Borrower upon delivery of the Bonds <br />be waived. <br /> <br />SECTION 6: The Mayor, City Manager, and the City Secretary hereby are authorized jointly <br />and severally to execute and deliver all documents necessary to effectuate the purposes of the Bond <br />Resolution including, but not limited to, seeking the approval of the (i) Texas Attorney General, <br />(ii) Texas Department of Economic Development, and (iii) Texas Bond Review Board relating to the <br />Bonds. <br /> <br />SECTION 7: The recitals contained in the preamble hereof are hereby found to be true, and <br />such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of <br />the judgment and findings of the City Council. <br /> <br />SECTION 8: All ordinances and resolutions, or parts thereof, which are in conflict or <br />inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, <br />and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. <br /> <br />552477.2 <br /> <br />-2- <br />