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HomeMy WebLinkAboutResolution 1980-002 {~J JO-~ A RESOLUTION by the Board of Directors of the North Richland Hills Industrial Development Corporation relating to the issuance of revenue bonds to be known as "NORTH RICHLAND HILLS INDUSTRIAL DEVELOPVÆNT CORPORATION INDUSTRIAL DEVELOPMENT BONDS, SERIES 1980 (GRAHAH MAGNETICS INCORPORATED PROJECT) ¡ dated October 31, 1980; fixing the details and providing for the pajwent and security of such bonds, including a mortgage on certain properties; approving and authorizing the execution of a Loan Agreement and Trust Indenture to provide additional security for the payment of said bonds and define the rights of the holders of such bonds, the Corporation, and the Trustee; making said Indenture a part of this Resolution; making certain findings, covenants and declarations relating to said bonds and the issuance thereof; and resolving other matters incident and related to the subject and purpose of this Resolution. WHEREAS, the North Richland Rills Industrial Develoument Corporation (the "Corporation") has been heretofore created and organized pursuant to the provisions of the Development Corpora- tion Act of 1979, Article 5190.6, Texas Civil Statutes (the t:Act"); WHEREAS, the Board of Directors of the Corporation has heretofore authorized the execution of the agreement whereby the Corporation agreed to undertake the financing of the acquisition and construction of certain facilities to be used as a facility for the manufacturing and assembly of Graham Magnetics, Inc. tape and cleaning equipment; the slitting, packaging and shipping of magnetic compound tape; warehousing, shipping and recovery, and the housing of customer service personnel in the corporate offices for Graham Magnetics, Inc. (the "Company") if the Company agreed to locate such facilities (the "Project") within the boundaries of North Richland Hills, Texas; vlliEREAS, additional information and documentation have now been furnished to the Corporation with respect to the financial condition of the Company and with respect to the Project (as defined in the Act) to be undertaken by the Company; WHEREAS, it Ÿs now proper and appropriate for" the Corpora- tion to approve the Project and to make certain findings in connection therewith in order that financing arrangements may proceed; and WHEREAS, it has been determined that the Corporation should proceed with the authorizing and issuance and delivery of revenue bonds in order to provide funds for the purpose of defraying a part of the cost of the Project found by the governing body of the Corporation to be required and suitable for the promotion of industrial enterprise, and this Board has determined that the Corporation is fully empowered to issue its revenue bonds for the purposes and under the provisions, conditions and in the manner hereinafter set forth; now, therefore, BE IT RESOLVED BY THE BOARD OF"DIRECTORS OF THE NORTH RICHLAND HILLS INDUSTRIAL DEVELOPMENT CORPORATION: SECTION 1. The Board of Directors of the Corporation hereby findS;-determines and declares that: (a) the Project is required or suitable for the promotion of industrial and manufacturing development and expansion and the promotion of employment, (b) the Company 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 Company under the Loan Agreement (hereinafter described) will be paid as the same becomes due, (c) the Project is in the furtherence of the public pur~ pose of the promotion and development of new and expanded industrial and manufacturing enterprises to provide and encourage employment and the public welfare. SECTION 2: That in order to borrow the sum of FOUR MILLION FIVE ~ùNDRED THROUSAND DOLLARS ($4,500,000) for the purposes of providing funds with which to discharge certain costs and expenses of the Corporation for the purpose of defraying a part of the cost of enabling the Corrpany to acquire land, buildings, facilities and improvements found by the Board of Directors of the Corporation to be required and suitable for the promotion of industrial development for use by a manufacturing of industrial enterprise and for the promotion of employment within the area of North Richland Hills, Texas, the Board of Directors of the Corporation has determined there shall be issued and there is hereby ordered to be issued a series of coupon bonds in the aforesaid total principal amount to be designated "NORTH RICHLAtID HILLS INDUSTRIAL DEVELOPMENT CORPORATION IïIDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1980 (GRAHAH MAGNETICS INCORPORATED, PROJECT) I' dated October 31, 1980 (the "Bonds"). SECTION 3: That the details and specifications for the Bonds, including their form and content, maturities, provisions for prior redemption, interest rates, place of payment, means of security and payment, flow of funds and all other features are fully provided for in the Trust Indenture herein authorized to be executed in Section 5 of this Resolution. All the provisions of said Trust Indentu.re are hereby adopted and made a part hereof to the same extent and with like effect as though they were here rewritten in full detail. SECTION 4: That the application of the payments to be received under the Loan Agreement to the payment of the Bonds shall be governed and administered in the manner prescribed in the Trust Indenture and all the provisions thereof shall be ~::=2~t:....y~ :::::-2 ?~~~;-::,?}'lo rr. rho::. .~11t-h...,r;'7;:¡t-i('m issuance and payment of the Bonds. SECTION 5: That for the purpose of securing the payment of the Bonds and the interest thereon and providing and fixing in more detail the rights of the holders thereof and the duties and responsibilities of the Corporation and establishing a lien qn the revenues to be received on behalf of the Corporation and certain properties, the President or Vice President of the Board of Directors is authorized to execute and the Secretary or any Assistant Secretary of the Board of Directors to attest on behalf of the Corporation a Trust Indenture (the form and content of which is hereby approved) attached hereto as Exhibit "A" and incorporated herein to the same extent and with like effect as though it were here rewritten in full detail. SECTION 6: The President or Vice President of the Board of Directors is authorized to execute and the Secretary or any Assistant Secretary of the Board of Directors to attest on behalf of the Corporation a Loan Agreement between the Corpora- tion and the Company (the form and content of which is hereby approved) attached hereto as Exhibit "B" and incorporated herein to the same extent and with like effect as though it were here rewritten in full detail. SECTION 7: That the Corporation covenants to and with the purchasers of the Bonds that it will make no use of the proceeds of the Bonds at any time throughout the terms of this issue which would cause the Bonds to be arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended (the "Code"), or any regulations or rulings pertain- ing thereto; and by this covenant the Corporation is obligated to comply with the requirements of the aforesaid Section 103(c) and all applicable and pertinent regulations relating to arbi- trage bonds. The Corporation further covenants that it shall take no action or fail to take any action, which action and failure to act may render the interest on any of the Bonds subject to federal income taxation, particularly pursuant to Section 103(b) of the Code. SECTION 8: That (i) the Company will be obligated to pay ad valorem taxes as well as sales taxes with respect to the Project to be acquired and constructed with the proceeds of the Bonds, and (ii) the Corporation will not claim that it is p)l"pmnr- from the uavment of sales taxes on materials supplied in connection with any construction of the Project or that the Project is exempt from the payment of ad valorem taxes. SECTI0N 9: That the President or Vice President of the Board of Directors is hereby authorized and directed to submit the printed Bonds to the Trustee for authentication after which they shall be held for delivery to the purchaser or purchasers on the written order of the President or Vice President of this Board. That the procedural details to be followed in the issuance of the Bonds, to the extent that the same may prove to ,be needed, shall be prescribed by written order of the President or Vice President of the Board of Directors not inconsistent with the provisions hereof (including the Trust Indenture). SECTION 10: That the sale of the Bonds herein authorized to be issued to The Fort Worth National Bank, Fort \~orth, Texas, at the price of par and accrued interest to the date of delivery is hereby confirmed. Delivery of the Bonds to said purchaser shall be made as soon as possible after the adoption of this Resolution and payment for the Bonds in accordance with the terms of sale. SECTION II: That, prior to the execution of the Trust Indenture and the Loan Agreement, the President or Vice President of the Board of Directors is hereby authorized to approve on behalf of the Corporation, such changes to said instruments as are desirable and appropriate and not contrary to the general tenor and substance thereof. SECTION 12: That if any Section, provision or part of this Resolution or the Trust Indenture shall be held to be invalid or ineffective for any reason, the remainder of this Resolution and the Trust Indenture shall remain in full force and effect. PASSED AND APPROVED, this day of , 1980. President, Board of Directors North Richland Hills Industrial Development Corporation ATTEST: Secretary, Board of Directors North Richland Hills Industrial Development Corporation (SEAL)