HomeMy WebLinkAboutResolution 1983-016
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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.
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