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HomeMy WebLinkAboutResolution 1983-016 ~~ !J-/6 RESOLUTIONS APPROVING AN AGREEMENT FOR THE PROPOSED ISSUANCE OF $5,000,000 REVENUE REFUNDING BONDS BY AND BETWEEN NORTH RICHLAND HILLS INDUSTRIAL DEVELOPMENT CORPORATION AND CARLISLE CORPORATION WHEREAS, the Development Corporation Act of 1979, Vernon's Texas Civil Statutes Annotated, Article 5109.6, as amended (the "Act") authorizes and empowers North Richland Hills Industrial Development Corporation (the "Corporation") to issue industrial development revenue refunding bonds on behalf of the Ci ty of North Richland Hills, Texas (the "Unit") to finance and refinance the cost of projects comprised of land, buildings, equipment, facili ties and improvements (one or more) found by the board of directors of the Corporation to be required or suitable for the promotion of manufacturing development and expansion and for the industr ial development and expansion of industr ial facili ties ¡ and WHEREAS, the board of directors of the Corporation has approved an Agreement, attached hereto as Exhibit A relating to the proposed issuance of not in excess of $5,000,000 of revenue refunding bonds of the Corporation in connection with a project set forth on Exhibit 1 thereto (the "Project") of Carlisle Corporation (the "User"), by which the Corporation agrees to issue such bonds for the purpose of providing refinancing for the project¡ WHEREAS, the Bylaws of the Corporation require that the Governing Body of the Unit specifically approve by written resolution any agreement to issue bonds adopted by the Corporation, which agreement and resolution shall set out the amount and purpose of the bonds¡ now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, that the Agreement to issue revenue bonds of the Corporation in the aggregate principal amount of not in excess of $5,000,000 by and between the Corporation and the User, in the form attached hereto as Exhibit A, for the purpose of providing refinancing for the Project descr ibed on Exhibi t 1 thereto, is hereby approved in accordance with the Bylaws of the Corporation. BE IT FURTHER RESOLVED that the City Council has considered evidence of the posting of notice of this meeting and officially finds, determines, recites and declares that a sufficient written notice of the date, hour and place of this meeting and of the subject of these resolutions was posted at a place convenient to the public in the City Hall for at least 72 hours preceding the scheduled time of such meeting ¡ that such place of posting was readily accessible to the general public at all times from such time of posting until the scheduled time of such meeting¡ and that such meeting was open to the public as required by law at all times dur ing which the resolutions and the subject matter thereof were discussed, considered and formally acted upon, all as . required by the Open Meetings Law, Vernon's Texas Civil Statutes Annotated, Article 6252-17, as amended. PASSED AND APPROVED THIS 8th day of August. Mayor, City of North Richland Hills ATTEST: City Secretary, City of North Richland Hills (Seal) EXHIBIT A North Richland Hills Industrial Development Corporation August 2, 1983 Carlisle Corporation 1700 Dubois Tower 511 Walnut Street Cincinnati, Ohio 45202 Gentlemen: Based upon recent discussions, Carlisle Corporation, a Delaware corporation, fully qualified to transact business in the State of Texas (the "User"), desires to refinance the manufactur- ing and industrial facility, more particularly described in Exhibit 1 attached hereto, located wholly within the City of North Richland Hills, Texas (the "Project"), by refunding at the maturity thereof this Corporation's Industrial Development Revenue Bonds, Ser ies 1980 (Graham Magnetics Incorporated Project)," dated October 1, 1980, maturing September 1, 1983, and issued pursuant to a Trust Indenture dated as of October 1, 1980 between this Corporation and the Trustee named therein as well as to pay certain costs associated with such refunding (the "Refunding") . The North Richland Hills Industr ial Development Corporation (the "Corporation"), duly created, approved and authorized by the City of North Richland Hills, Texas (the "Unit") pursuant to the provisions of the Development Corpora- tions Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes Annotated, as amended, (the "Act") is authorized by the Act to issue bonds to finance the costs of "projects", to acquire, construct, expand, improve, 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 or refinancing for all or part of the costs of a project including the refunding of any outstanding obligations, mortgages or advances relating thereto. Accordingly, the Corporation agrees to issue one or more ser ies of its industr ial development refunding bonds (the "Bonds") for the purpose of carrying out the public purposes set forth in the Act, upon substantially, and subject to, the following terms: 1. The Bonds will be in an aggregate principal amount now estimated not to exceed $5,000,000 and will be issued only pursuant to a resolution or resolutions of the Board of Directors of the Corporation. The Bonds will Carlisle Corporation August 2, 1983 Page 2 be issued in such aggregate principal amount, mature at such time or times not exceeding 40 years, bear interest at such rates, and be subject to such other terms as shall be agreed upon by the User, the Corporation and the buyer of the Bonds. 2. The proceeds of the Bonds will be used for the making of a loan in the amount of all or part of paying the Refunding. The Bonds will be issued in an aggregate principal amount not to exceed the then estimated cost of paying the Refunding, including the cost of issuance thereof. 3. The Corporation will lend to the User the net proceeds of the issuance of the Bonds, and the User will execute and deliver to the Corporation, or a trustee, as the case may be, a note or notes in a sum sufficient in the aggregate to pay the pr incipal of, interest on, and redemption premium, if any, together with fees of a trustee and paying agent, with respect to the Bonds, as and when the same become due and payable, all pur suan t to the terms of a loan agreement to be entered into between the User and the Corporation. 4. The Corporation will enter into a trust indenture with a trustee pursuant to which it will collaterally assign for the benefit of the holders of the Bonds the note payments due to the Corporation from the User. 5. The principal of, premium, if any, and interest on the Bonds will be secured by a pledge of the revenues and receipts derived by the Corporation from the loan to the User made by the Corporation with respect to the Refunding. 6. The pr incipal of, premium, if any, and the interest on the Bonds issued by the Corporation will be payable solely from the funds provided for such payment in the loan agreement. The Bonds will never be deemed to consti tute an indebtedness or pledge of the fai th and credit of the State of Texas, the Unit, the Corporation or any other political corporation, subdivision or agency of the State. 7. Costs payable out of Bonds proceeds, as applied to the Project, will include only those items specified in the Carlisle Corporation August 2, 1983 Page 3 definition in the Act of the term "Cost" ("Project Costs"). All Project Costs incurred by the Corporation, including legal fees, in connection with the issuance and sale of the Bonds, will be paid from the proceeds of the Bonds. Provision will also be made for the payment by the User of all costs incurred by the Corporation in administering the Bonds subsequent to the issuance through final maturity and payment, and such other payments as will be agreed upon in writing between the User and the Corporation. 8. The User agrees, as required by the applicable rules of the Texas Industr ial Commission (a) to pay all Project Costs which are not or cannot be paid or reimbursed from the proceeds of the Bonds; and (b) at all times, to indemnify and hold harmless the Corporation against all losses, costs, damages, expenses, and liabilities of whatsoever nature (including but not limi ted 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 related to the issuance, offering, sale or delivery of the Bonds or the design, con- struction, installation, operation, use, occupancy, maintenance or ownership of the Project being re- financed. 9. 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 will request in writing. A request in wr i ting for issuance of one or more ser ies of Bonds will not affect the obligation hereunder of the Corporation to issue the remaining Bonds as written requests therefor are received. The Corporation and User further agree that the proceeds of the Bonds or portions thereof, whether or not issued in a ser ies, shall not be invested so as to constitute the Bonds or a portion thereof as arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended (the "Code") and applicable regulations promul- gated pursuant thereto. 10. The firm of Liddell, Sapp, Zivley, Brown & LaBoon is hereby designated as Bond Counsel by the Corporation (and accepted by the User) in connection with the financing contemplated herein. Such firm shall prepare Carlisle Corporation August 2, 1983 Page 4 the legal documents which form a part of the application to the Texas Industr ial Commission and those wh ich may be required for the rendi tion of an opinion as to the validity of the Bonds and as to whether the interest on the Bonds is exempt from federal income tares. Such firm has not been engaged by the Corporation to obtain a permit for the sale of bonds under the Securities Act of Texas or with respect to the registration or qualification of the Bonds or indenture under the Secur i ties Act of 1933 or the Trust Indenture Act of 1939, or the preparation of any Blue Sky Surveys or Legal Investment Surveys. 11. The User agrees that any official statement, prospectus and other offer ing memoranda, used in the offer ing and sale of the Bonds to any lender, purchaser or investor shall contain prominent disclosure substantially to the effect (a) that neither the Corporation or the Unit has undertaken to review or has assumed any responsibili ty for the matters contained therein except solely as to matters relating to a description of" the Bonds being offered thereby; (b) that all approvals, findings and determinations by the Corporation, the Unit and the Texas Industrial Commission, respectively, are and have been made by each for its own internal uses and purposes in performing its duties under the Act, under the Texas Industr ial Commission's regulations and under the Corporation's Regulations; (c) that notwithstanding their respective approvals of the Bonds, neither the Unit nor the Texas Industrial Commission endorse or in any manner, directly or indirectly, guarantees or promises to pay such Bonds from any source of funds of either or guarantees, warrants, or endorses the credi tworthiness or credi t standing of the User or of any guarantor of such Bonds, or in any manner guarantees, warrants or endorses the investment quality or value of such Bonds; (d) that such Bonds are payable solely from the funds and secured solely by property furnished and to be furnished and provided by the User and any guarantor and are not in any manner payable wholly or partially from any funds or properties otherwise belonging to the Corporation; and (e) that by its issuance -thereof, the Corporation does not in any manner, directly or indirectly, guarantee, warrant or endorse the creditworthiness or credit standing of the User or of any guarantor of such Bonds or the investment quality or value of the same. Carlisle Corporation August 2, 1983 Page 5 The obligations of the Corporation hereunder are further contingent upon the following: a. An opinion of Bond Counsel to the effect that interest on the Bonds will be exempt from federal income taxation under Section 103(b) (6) of the Code, and such other rulings, approvals, consents, certificates, opinions of counsel, and other instruments, agreements, undertakings and proceedings as are mutually acceptable to the User and to the Corporation. The form and content of all resolutions, contracts, the loan agreement, the trust indenture, and all other documents will be mutually acceptable to the User and the Corporation. b. The terms of the Bonds shall be as author ized by the Act, and shall be mutually satisfactory to the parties. c. The Texas Industrial Commission shall give its approval pursuant to the Act. d. Should no Bonds have been issued pursuant hereto within 12 months from the date hereof, the obligation of the Corporation to issue Bonds will cease. e. The governing body of the Uni t shall have adoped a resolution no more than 60 days pr ior to the date of delivery of the Bonds specifically approving the resolution of the Corporation providing for the issuance of the Bonds. f. It is recognized and agreed by the Corporation that the User may exercise its rights and perform its obligations with respect to the refinancing of the Project either through (i) itself in its own name; (ii) any of its wholly-owned subsidiaries or any parent corporation; (iii) any "related person" as defined in Section 103(b) (6)(C) of the Internal Revenue Code of 1954, as amended; or (iv) any legal successor thereto, respectively, subject to approval of the Corporation's Bond Counsel and, provided that suitable guaranties necessary or convenient for the marketabili ty of the Bonds shall be furnished, if required by the Corporation, and all references to the User shall be deemed to include the User acting directly through itself or any such approved entities. Carlisle Corporation August 2, 1983 Page 6 g. Compliance with any and all other requirements of law. Upon issuance of the Bonds, all terms and all obligations of the Corporation, and all other matters, shall be determined as set forth in the documents related thereto, which shall supersede all terms and obligations of this agreement, except for the obligations of the User set forth in Paragraph 9 above, which shall remain in full force and effect. Upon the acceptance of the User hereof, the Corporation agrees to cooperate with the User with respect to the issuance and sale of the Bonds, and, if arrangements which are satisfactory to the User and the Corporation can be made, the Corporation will author ize the execution of such documents and will take such further actions as may be necessary or advisable for the author ization, issuance and sale of the Bonds, and the User shall pay to the Corporation an amount equal to all reasonable costs so incurred by the Corporation in cooperation with the User should the Bonds not be issued. The User will have no other obligation under this agreement, except for the obligations of the User set forth in Paragraph 9 above, which shall remain in full force and effect. If the terms of this agreement are acceptable, please execute and return the copies attached. Very truly yours, NORTH RICHLAND HILLS INDUSTRIAL DEVELOPMENT CORPORATION ~~~~w~~ ACCEPTED this 3rd day of August, 1983 ::rliSle Cor:;()~ Its G21:i~sident . Robert J. Deffeyes EXHIBIT 1 Description of the Project Equipment required for the slitting, certification, processing, packaging and warehousing operations used in the manufacturing of magnetic tape at a new site location include the following: 3 - Slitters 1 - Unloader, Material Handling Carts, Reel Carriers; 40 - Certifier Stations; 12 - 686 Certifiers for Epoch Computer Tape; 18 - Rewinders 3 - Process Lines; 6 - Packing Stations; Trailer & Lift Trucks, and Pallet Racks and Furniture. A 130,000 square foot manufacturing building with offices; including approximately 18.3 acres of land; utilities and private telephone system required to house the administrative offices and the manufacturing operations for the production of magnetic tape and assembly of magnetic tape cleaning and evaluating equipment, located on the following described tracts: TRACT ONE: SITUATED in the City of North Richland Hills, Tarrant County, Texas, and being a tract of land in the E. McDavid King Survey, Abstract No. 892, and being more particularly described as follows; BEGINNING at an iron rod in the Southeasterly right-of- way line of the St. Louis and Southwestern Railroad, at the most Westerly corner of Lot I, Block 2, INDUSTRIAL PARK ADDITION to the City of North Richland Hills, according to plat thereof recorged in Volume 388-109, Page 36, of the Plat Records of Tarrant County, Texas; THENCE South 45 degrees 03 minutes 45 seconds East 440.0 feet to a point in the center line of Industrial Park Drive; THENCE South 44 degrees 56 minutes 15 seconds West along an extension of the center line of Industrial Park Drive, 278.71 feet to the beginning of a curve whose center bears North 45 degrees 03 minutes 45 seconds West, 5902.6 feet; THENCE Southwesterly along said curve and with the proposed extension of the center line of Industrial Park Drive, 682.76 feet to the proposed center line of Browning Drive; THENCE North 38 degrees 41 minutes 25 seconds West, 440.0 feet to a point in the Southeasterly right-of-way line of the St. Louis and Southwestern Railroad, said point being on a curve whose center bears North 38 degrees 24 minutes 52 seconds West, 5462.6 feet; THENCE Northeasterly along the Southeasterly right-of- way line of said railroad, and along said curve, 633.82 feet to the end of said curve; THENCE North 44 degrees 56 minutes 15 seconds East, 278.71 feet to the PLACE OF BEGINNING and containing 9.465 acres, more or less. TRACT TWO: Situated in the City of North Richland Hills, Tarrant County, Texas and being more particularly described as follows: Lot 1, Block 2, INDUSTRIAL PARK ADDITION to the City of North Richland Hills, Tarrant County, Texas, according to the plat recorded in Volume 388-109, Page 36, Plat Records of Tarrant County, Texas. "y