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HomeMy WebLinkAboutResolution 1983-017 ~. 13-/1 RESOLUTION APPROVING THE ISSUANCE OF REFUNDING BONDS BY THE NORTH RICHLAND HILLS INDUSTRIAL DEVELOPMENT CORPORATION WHEREAS, by resolution adopted on August 8, 1983, the City Council (the "Governing Body") of the City of North Richland Hills, Texas (the "Unit"), approved a certain agreement to issue bonds (the "Agreement to Issue Bonds") between the North Richland Hills Industrial Development Corporation (the "Corporation") and Carlisle Corporation, a Delaware corporation (the "User"), which Agreement authorized the issuance of industrial development revenue refunding bonds by the Corporation to refinance facili- ties to accomplish the specific public purpose for which the Corporation was created and which Agreement was approved by resolution of the Corporation on August 2, 1983¡ and WHEREAS, in accordance with the terms of the Agreement to Issue Bonds, the Corporation now desires to sell and to pro- vide for the issuance and sale of its $4,625,000 North Richland Hills Industrial Development Revenue Refunding Bonds, Series 1983 (Carlisle Corporation Project) (the "Bonds"), and has adopted a resolution to that effect on August 18, 1983 substantially in the form attached hereto as Exhibit "A" (the "Bond Resolution") ¡ and WHEREAS, the Development Corporation Act of 1979, as amended, Tex. Rev. Civ. Stat. Ann. art. 5190.6 (Vernon 1979), states that the Governing Body must, by written resolution adopted no more than sixty (60) days pr ior to the date of de- livery of the Bonds, specifically approve the resolution of the Corporation providing for the issuance of the Bonds¡ NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, THAT: The Bond Resolution of the Corporation providing for the sale and issuance of the Bonds, substantially in the form attached hereto as Exhibit "A", is hereby approved. PASSED AND APPROVED, this 22nd day of August, 1983. / -iÞ-dtl/bv ~ Attest: cÇÄ~ Y/l~ EXHIBIT A RESOLUTION OF NORTH RICHLAND HILLS INDUSTRIAL DEVELOPMENT CORPORATION AUTHORIZING ISSUANCE OF REFUNDING BONDS AND APPROVING DOCUMENTS WHEREAS, the Development Corporation Act of 1979, as amended, Tex. Rev. Civ. Stat. Ann. art. 5190.6 (Vernon 1979) (the "Act"), authorizes and empowers the North Richland Hills Industr ial Development Corporation (the "Corporation") to issue revenue refunding bonds on behalf of the City of North Richland Hills, Texas (the "Unit"), for the purpose of refunding any bonds then outstanding and issued on account of a project, which shall have been issued under the provisions of the Act¡ and WHEREAS, the Corporation has heretofore made arrangements with Graham Magnetics Incorporated, a wholly owned subsidiary of the User (as hereinafter defined) for the acquisition, construction and installation of certain industrial facilities upon real estate located in the City of North Richland Hills, Texas meeting the definition of a "Project" under the Act (the "Project") ¡ and WHEREAS, for the purposes of providing funds to pay a portion of the cost of the Project, the Corporation has heretofore duly authorized, executed and delivered bonds of the Corporation in the aggregate principal amount of $4,500,000 designated "Industr ial Development Revenue Bonds, Ser ies 1980 (Graham Magnetics Incorporated Project)," dated October 1, 1980 and maturing September 1, 1983 (the "Series 1980 Bonds") pursuant to a Trust Indenture dated as of October 1, 1980 (the "Series 1980 Indenture") between this Corporation and the Trustee named therein¡ and WHEREAS, Carlisle Corporation (the "User") proposes to defease the Series 1980 Indenture and to refund and discharge the now outstanding Series 1980 Bonds at maturity and to pay certain costs in connection therewith (the "Refunding"); and WHEREAS, the Board adopted a resolution on August 2, 1983, pursuant to which a certain agreement to issue bonds (the "Agreement to Issue Bonds") between the Corporation and the User was executed and delivered as of August 3, 1983, whereby the Corporation agreed to issue its bonds to provide for the Refunding in accordance with the provisions of the Act¡ and WHEREAS, on August 8, 1983, the City Council (the "Governing Body") of the unit adopted a written resolution specifically approving the Agreement to Issue Bonds between the User and the Corporation; and WHEREAS, the User has submitted to the "Application for Financing," together wi th documents seeking financial assistance from the connection with the Refunding; and Corporation an certain other Corporation in WHEREAS, the Act requires the Board of Directors of the Corporat ion to adopt a resolution speci f ically author i zing the issuance and sale of its Bonds (as hereinafter defined); and WHEREAS, the Act further requires the Governing Body of the Unit to adopt a written resolution specifically approving the resolution of the Corporation providing for the issuance and sale of the Bonds (as hereinafter defined); and WHEREAS, for purposes of refinancing the Project, which qualifies for tax exempt financing under the Internal Revenue Code of 1954, as amended (the "Code"), and the regulations prom- ulgated thereunder, the Corporation now desires (i) to authorize the issuance of its industrial development revenue refunding bonds pursuant to the terms and provisions of a trust indenture, (ii) to provide for the payment of the principal of and premium, if any, and interest on such bonds with revenues derived from payments made by the User pursuant to the terms and provisions of a loan agreement, (iii) to provide for the sale of its Industrial Development Revenue Refunding Bonds, Series 1983 (Carlisle Corporation Project) (the "Bonds"), in the maximum amount of $4,625,000, and (iv) to take and authorize certain other actions in connection with the foregoing¡ and WHEREAS, the Board has examined proposed forms of a trust indenture, a loan agreement, and a bond purchase agreement and the Board finds that the form and substance of such documents are satisfactory and the recitals and findings contained therein are true, correct and complete and hereby adopts and incorporates by reference such recitals and findings as if set forth in full in this resolution, and finds that it not only is in the best interest of the public and the Corporation but also assists in carrying out the public purpose of the Corporation and of the Act to authorize the execution and delivery of such documents¡ NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIREC- TORS OF THE NORTH RICHLAND HILLS INDUSTRIAL DEVELOPMENT CORPORATION THAT: 1. The Corporation hereby authorizes and directs the issuance of the Bonds in the maximum aggregate principal amount of $4,625,000 in accor- dance with a trust indenture substantially in the -2- form of the Trust Indenture dated as of August 1, 1983 (the "Indenture"), by and between the Corpo- ration and Texas American Bank/Fort Worth, N.A., For t Wor th, Texas, as trustee (the "Trustee"), attached to this resolution as Exhibit A, the form, terms and provisions of such indenture and Bonds be ing hereby author i zed and approved, and the President or any Vice President of the Corporation is hereby author ized and directed to execute and deliver such Indenture on behalf of the Corporation and the Secretary or any Assistant Secretary of the Corporation is hereby authorized to attest thereto and affix the Corporation's seal, wi th such changes therein as the off icers executing the same may approve, such approval to be conclus i vely evidenced by such execut ion thereof. 2. The loan of the proceeds of the Bonds (other than accrued interest included in the purchase price therefor) by the Corporation to the User in order to provide for the Refunding shall be effected pursuant to the terms and provisions of a loan agreement substantially in the form of the Loan Agreement dated as of August 1, 1983 (the "Loan Agreement"), by and between the Corporation and the User, attached to this resolution as Exhibit B, the form, terms and provisions of such Loan Agreement being hereby authorized and approved, and the President or any Vice President is hereby author ized and directed to execute and deliver on behalf of the Corporation such Loan Agreement and the Secretary or any Assistant Secretary is hereby author ized to attest thereto and affix the Corporation's seal, with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by such execution thereof. 3. The sale and del i very of the Bonds by the Corporation to the Bond purchasers, as identi- fied in the bond purchase agreement referenced below, at the par value thereof plus accrued interest from the date of the Bonds until the date of delivery and payment for the Bonds, shall be effected pursuant to the terms and provisions of a bond purchase agreement substantially in the form of the Bond Purchase Agreement, dated as of August -3- 22, 1983 (the "Bond Purchase Agreement") among the Corporation, the User and the Bond purchasers as identified therein, attached to this resolution as Exhibit C, the form, terms and provisions of such Bond Purchase Agreement being hereby author ized and approved, and the President or any Vice President is hereby authorized and directed to execute and deliver on behalf of the Corporation such Bond Purchase Agreement and the Secretary or Assistant Secreary to attest thereto and affix the Corporation's seal, with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by such execution thereof. 4. All of the terms and provisions of the documents attached as Exhibits A, Band C to this resolution shall be and the same hereby are made a part of this resolution. 5. The Board further finds and determines that (i) the User has the business experience, financial resources and responsibility to provide reasonable assurance that all Bonds and interest thereon to be paid from or by reason of payments made by the User under the Loan Agreement with the Corporation will be paid as the same become due¡ (ii) that the Project sought to be refinanced is in furtherance of the Act and of the public purpose of the promotion and development of new and expanded industrial and manufacturing enterpr ises to provide and encourage employment and the public welfare; and (iii) the impact of the proposed Refunding on employment wi thin the area of the City of Nor th Richland Hills, Texas will be favorable. 6. The Board further finds and determines that the User has complied with the filing requirements prescr ibed in the Corporation's "Regulations Relating to Applications for Financing -of Development Projects" (the "Regulations"), and any requirements which have not been met are, by the adoption of this resolu- tion, waived, and that the "Application for Financing" submi tted by the User is hereby approved and accepted. -4- 7. The officers, employees and agents of the Corporation, and each of them, shall be and each is expressly authorized, empowered and di- rected from time to time and at any time to do and perform all acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Corporation all certificates, financing statements, instru- ments and other papers, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this resolution and of the Bonds to be issued hereunder, as well as the terms and provisions of the Indenture, the Loan Agreement and the Bond Purchase Agreement hereby authorized, such determination to be conclusively evidenced by the performance of such acts and things and the execution of any such certificate, financing statement, instrument or other paper. 8. The Corporation hereby elects to have Section 103(b) (6) (D) of the Internal Revenue Code of 1954, as amended (the "Code"), and the regula- tions promulgated thereunder, apply to the Bonds and the President or any Vice President and the Secretary or Assistant Secretary of the Corpora- tion are hereby severally authorized and directed to execute and deliver a statement to the Internal Revenue Service to the effect that the Corporation has so elected, and to deliver a copy of such statement to the User and the Trustee. 9. The Corporation hereby authorizes the President or any Vice President to sign a Form 8038, Information Return for Private Activity Bond Issues, as required by Section 103(e) of the Code, and to deliver such form to the Internal Revenue Service, with a copy thereof to the User and the Trustee. 10. The Corporation covenants to and wi th the purchasers of the Bonds (as identified in the Bond Purchase Agreement) that it will make no use of the proceeds of the Bonds at any time through- out the terms of this issue which would cause the Bonds to be arbitrage bonds within the meaning of Section 103(c) of the Code, or any regulations or rulings pertaining thereto¡ and by this covenant -5- 1983. ATTEST: the Corporation is obligated to comply wi th the requiremetns of the aforesaid Section 103(c) and all applicable and pertinent regulations relating to arbitrage bonds. The Corporation further cove- nants 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. 11. The officers of the Corporation (with the assistance of the User) shall prepare a final transcript of the proceedings relating to the authorization, issuance, sale and delivery of the Bonds, which transcript shall be submitted to the Texas Industrial Commission within 30 days after the closing date. 12. in full passage. This resolution shall take effect and be force and effect upon and after its PASSED AND APPROVED this the 18th day of August, President, North Richland Hills Industrial Development Corporation Secretary (SEAL) -6- CERTIFICATE OF RESOLUTION THE STATE OF TEXAS § § COUNTY OF TARRANT § I, the undersigned officer of the City of North Richland Hills, Texas, City Council (the "Unit") do hereby execute and deliver this certificate for the benefit of all persons interested in the proceedings of the City Council (the "Governing Body") of the Unit and the validity thereof, and do certify as follows: 1. That I am the duly chosen, qualified and acting officer of the Unit for the office shown below my signature¡ that as such I am familiar with the facts herein certified¡ and that I am duly authorized to execute and deliver this certificate. 2. The Governing Body convened on the 22nd day of August, 1983, at the regular meeting place thereof, and the roll was called of the duly constituted officers and members of the Unit and a majority of said persons were present, thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: a wr i tten resolution was introduced for the consideration of the Governing Body. It was then dUly moved and seconded that said Resolution be adopted; and, after due discussion, said motion, car rying wi th it the adoption of said Resolution, prevailed and carried by the vote of 7 Ayes, 0 Noes, and 0 Abstentions. 3. That a true and complete copy of the afore- said Resolution adopted at the meeting is attached to and follows this certificate. 4. That such Resolution has been duly and law- fully adopted by the Governing Body and has been duly recorded in the minutes of the Governing Body for such meeting. 5. That written notice of the date, hour, place and subject of the meeting of the Governing Body was posted on a bulletin board located at a place con- venient to the public in the County Courthouse of the Unit for at least 72 hours preceding the convening of such meeting; and that such place of posting was readily accessible to the general public at all times from such time of posting until the convening of such meeting¡ and that such meeting was open to the public as required by law at all times during which the Ordinance and the subject matter thereof was discussed, considered and formally acted upon, all as required by the Open Meetings Law, as amended, Tex. Rev. Civ. Stat. Ann. art. 6252-17 (Vernon 1980). SIGNED AND SEALED this 22nd day of August, 1983. -2-