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HomeMy WebLinkAboutIDC 1989-02-27 Minutes -"-...'.--..."^-"'-~._~'----~--~..__.~.---~--'-~'.~'"-.-'-'- DATE: February 27, 1989 PLACE: City of North Richland Hills Confer-ence room T I ME: 5 PM PRESENT: Charles Brinkley, President Robert Har¡--i son Char-I es Owens Mike Brinkley, Counsel Sandy Bartek, secretary BUSINESS: Authorization of bonds on behalf of Technol, Inc-, Series 198 (see enclosed information), and signing of r-esolutions. ADJOURN: 5:30 PM Respectfully submitted, Sandy Bar-tek '. i' RESOLUTION AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT, AN INDENTURE OF TRUST, A CONTRACT OF PURCHASE, AND OTHER DOCUMENTS RELATED TO THE ISSUANCE OF NORTH RICHLAND HILLS INDUSTRIAL DEVELOPMENT CORPORATION VARIABLE RATE DEMAND REVENUE BONDS (TECNOL, INC. PROJECT) SERIES 1989; AUTHORIZING THE ISSUANCE OF SAID BONDS; AND RESOLVING OTHER MATTERS RELATED THERETO WHEREAS, North Richland Hills Industrial Development Corporation (the "Issuer") is a nonstock, nonprofit industrial development corporation organized and existing under the laws of the State of Texas, including particularly the Development Corporation Act of 1979, as amended (Article 5190.6, V.A.T.C.S.), with the power and authority to exercise all rights, privileges and functions essential to the accomplishment of the purposes for which it was organized; and WHEREAS, the Issuer is a duly constituted public instrumentality of the City of North Richland Hills, Texas (the "Governmental Unit"), a political subdivision of the State of Texas, within the meanings of the regulations of the united States Treasury Department (the "Regulations") and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Issuer is functioning and acting solely on behalf of the Governmental Unit; and WHEREAS, the Issuer is empowered by the Act to promote manufacturing development and expansion, and to issue revenue bonds, including refunding bonds, therefor; and WHEREAS, Tecnol, Inc. (the "User"") has requested that the Issuer finance and the Issuer has financed the acquisition and construction of a manufacturing facility located in the Governmental Unit used for the manufacturing and distribution of hospital products (the "Project"); and WHEREAS, the Issuer financed the acquisition and construction of the proj ect through the issuance of its Revenue Bonds, Series 1985 (Tecnol, Inc. Project), in the aggregate principal amount of $5,250,000 (the "Prior Bonds"); and WHEREAS, the User has requested that the Issuer issue its refunding bonds, for the purpose of providing funds to be loaned to the User and used to cause the retirement of the outstanding Prior Bonds through redemption; and WHEREAS, in order to enable the User to redeem the Prior Bonds, it is necessary and advisable for the Issuer to authorize and direct the execution of a Loan Agreement (the ,I "Agreement") dated as of March 1, 1989, to be entered into by the Issuer and the User, to finance part of the cost of refunding the outstanding Prior Bonds; and WHEREAS, the Issuer being thus authorized by law, deems it necessary to borrow money for its proper corporate purposes, and to that end, in exercise of said authority, deems it necessary and desirable to authorize and direct the execution of an Indenture of Trust (the "Indenture") dated as of May 1, 1988, between the Issuer and Security Pacific National Trust Company, N. A., New York, New York, as trustee (the "Trustee"); and WHEREAS, the Issuer hereby determines that such bonds shall be secured by said Indenture and finds and determines that the provisions therein contained for protecting and enforcing the rights and remedies of the holders of such bonds are reasonable, proper and in accordance with law, that such Indenture is necessary to the performance of the Issuer's duties and the execution of its power under law, and does deem and determine all of the provisions therein contained to be reasonable and proper for the security of the owners of said bonds; and WHEREAS, the Issuer deems it necessary and advisable to authorize the execution of other instruments in connection therewith, including, but not limited to, a Contract of Purchase. WHEREAS, in connection with the issuance of such revenue bonds and the preparation of an Official Statement, the Issuer has furnished the information relating to the Issuer under the heading "The Issuers" to Rauscher pierce Refsnes, Inc. (the "Underwriter") as set forth in the Official Statement and the Board now desires to authorize the use and distribution of such information in the Official Statement. THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF NORTH RICHLAND HILLS INDUSTRIAL DEVELOPMENT CORPORATION: 1. That in order to secure the payment of the princi- pal of, premium, if any, and interest on the Issuer's Variable Rate Demand Revenue Bonds (Tecnol, Inc. Project) Series 1989 (the "Bonds"), and to prescribe the terms and condi tions upon which the Bonds are to be secured, issued and executed, authenticated, accepted, delivered and held, the President of the Board of Directors is hereby authorized and directed to execute, acknowledge and deliver an Indenture of Trust (the "Indenture") dated as of March 1, 1989, to Security Pacific National Trust Company, N. A., New York, New York (the "Trustee"), and the Secretary of the II Board is hereby authorized to affix thereto and attest the corporate seal and acknowledge same, and said officers of the Issuer are hereby authorized and directed to cause such Indenture to be accepted, executed and acknowledged by the Trustee. 2. That the form of the Indenture, which constitutes a part of this authorizing resolution, shall be substantial- ly in the form attached hereto. 3. That the issuance of the Bonds in the aggregate principal amount of $4,840,000, all in accordance with such Indenture, is hereby authorized. 4. That the officers of the Issuer be and hereby are authorized and directed to do any and all lawful things to effect the execution and delivery of the Indenture and its acceptance by the Trustee, the execution, authentication and delivery of the Bonds, all in accordance with the Indenture, and the performance of all of the obligations and covenants of the Issuer in accordance with and pursuant to, the Indenture and all such executions and deliveries shall be .conclusive evidence of the approval of the Board of Directors of such action and such officers are hereby authorized and directed to take such further action as such officers may deem advisable or appropriate to carry out the intent of this Resolution or to consummate any of the matters or transactions referred to in or contemplated by the documents approved by this Resolution. 5. That the officers of the Issuer be and hereby are authorized and directed to deliver to the Trustee a Written Order of the Issuer directing the delivery of the Bonds, and containing other matters appropriate" or necessary in the premises. 6. That the Trustee shall consider this resolution as adopted in full compliance with the provisions of Section 2.6 of the Indenture. 7. That in order to evidence the loan of the proceeds of the sale of the Bonds to the User and to provide for the repayment of such loan, the President of the Board of Directors is hereby authorized and directed to execute, acknowledge and deliver a Loan Agreement (the "Agreement") dated as of March 1, 1989, with the User, and the Secretary of the Board is hereby authorized to affix thereto and attest the corporate seal and acknowledge same, and said officers of the Issuer are hereby authorized and directed to cause such Agreement to be executed and deliyered by the User. ;1 8. That the form of the Agreement, which constitutes a part of this authorizing resolution, shall be substantial- ly in the form attached hereto. 9. That the sale of the Bonds to Rauscher Pierce Refsnes, Inc. at the price of par is hereby approved, and that the President or the Vice President of the Board of Directors is hereby authorized to execute and deliver a Contract of Purchase in connection wi th the sale of the Bonds. 10. That the form of the Contract of Purchase, which constitutes a part of this authorizing resolution, shall be substantially in the form attached hereto. 11. The Issuer hereby authorizes the use and distribution of an official statement (the "Official statement"), a copy of substantially the final form of which is attached to this Resolution, provided that, in adopting this Resolution the Issuer does not accept responsibility for the Official statement except for the information described as having been provided by it in the last recital of this Resolution. 12. That based upon representations made by the User in the Agreement, the Board of Directors hereby affirmative- ly finds that (i) the Project was and is suitable for the promotion of manufacturing development and expansion, (ii) the Project did and will have a direct, positive, and favorable impact on employment in the Governmental Unit, and (iii) that the Project was and is in furtherance of the public purposes as set forth in the Act. 13. That the President of the Board is hereby author- ized to apply to the Texas Department of Commerce for approval of the Agreement; all officers of the Board are authorized to execute all instruments necessary or appropri- ate to this transaction and the issuance of the Bonds authorized pursuant to the Agreement; and the President of the Board further is authorized to have control of the Bonds initially issued and delivered and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination and approval by the Attorney General of Texas, and their registration by the Comptroller of Public Accounts of Texas. Upon registration of the Bonds said .Comptroller (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration certificate attached to such Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. " 14. That this Resolution shall take effect immediately upon its adoption. PASSED AND APPROVED THIS 27th DAY OF FEBRUARY, 1989. ê/~~--z-.J Charles Brinkley President ~ ~~IJ~ Sandy Bartek ) Secretary