HomeMy WebLinkAboutResolution 1983-017
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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.
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Attest:
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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
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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
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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.
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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
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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)
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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.
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