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HomeMy WebLinkAboutResolution 1980-011 ,..;>..'....:;.' ,ì",_ ( RESOLUTION NO. 80-11 A RESOLUTION by the governing body of the City of North Richland Hills, Texas, approving an agreement by North Richland Hills Industrial Development Corporation to issue bonds pursuant to the Develop- ment Corporation Act of 1979. WHEREAS, North Richland Hills Industrial Development Corporation (the "Corporation") heretofore created with the approval of this governing body, has adopted a resolution authorizing (i) the execution of a Memorandum of Agreement with Graham Magnetics Incorporated (the "Company"), and (ii) the issuance of industrial development revenue bonds by the Corporation to finance the cost of certain facilities f~r the use of the Company; and WHEREAS, Section 25(f) of the Development Corporation Act of 1979 (the "Act") provides that this governing body must approve by written resolution any agreement to issue bonds adopted by the Corporation; and WHEREAS, t~e aforementioned resolution and agreement by the Corporation set out the amount and purpose of the proposed " industrial development revenue bonds; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF NORTH RICHLAND HILLS: / , "..-. That the resolution adopted by the Board of Directors of the Corporation, including the Memorandum of Agreement (attached hereto and incorporated herein for all purpQses), agreeing to issue industrial development revenue bonds are hereby approved. That industrial development revenue bonds (in the amount , not to exceed $IO,OOO,OOO) shall be issued (under the conditions set forth in said resolution and agreement) by the Corporation to provide certain facilities (as generally described in the agreement) for use by the Company and the final financing documents shall be presented to this governing body in compliance with applicable law. PASSED AND APPROVED, this the 3rd day of Apri 1 1980. i cXi~ May~r.~c~~-~rth Richland Hills, Texas ATTEST: Texas (City Seal) Re .., i ;" ., ~ , . A RESOLUTION approving and accepting an "Application for Financial Participation" submitted by G~aham Magnetics Incorporated in relation to an industrial development project; making a commitment to finance the costs of such project; and approving and authorizing the execution of a 'Memorandum of Agreement in connection therewith. WHEREAS, Graham Magnetics Incorporated (hereinafter referred to as the "Company") has submitted to North Richland Bills Industrial Development Corporation (hereinafter called the "Corporation") and "Application for Financial Participation"~ together with certain other documents seeking financial assistance from the Corporation in connection with the acquisition and construction of facilities to be operated and maintained by the Company (hereinafter referred to as the "Project") and used or useful in its trade or business, to wit: manufacture of magnetic tape _ which "is _principally used in compu"ter devises; and WHEREAS~ the Board of Directors of the Corporation hereby finds and determines that the Company has complied with the r.re1fminary filing requirements prescribed in the :Corporation's 'Local Regulations for Receiving and Approving Applications for " Financial Participation in Development Projects" (the "Regula- tions"), and a~y requirements which have not been met are, by the adoption hereof, waived~ and the Company has demonstrated with reasonable certainty that (i) the Project sought to be financed by the Corporation qualifies and meets the requirements of the Development Corporation Act of 1979 and will accomplish the specific public purposes of the Corporation and (ii) all fovernmental approvals with respect to the Project and the ssuance of obligations by the Corporation~ including those requirements specified in paragraph I(B) of the Regulations, will be obtained; and ~REAS, the Board of Directors of the Corporation further finds and determines that a commitment should be given to the Company to issue the bonds of the Corporation in such aggregate principal amount necessary to finance and pay the costs of " acquisition and construction of the Project (now estimated to be $ 5,.000 . 000); therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE NORTH RICHLAND HILLS INDUSTRIAL DEVELOPMENT CORPORATION: SECTION "1: That the "Application for Financial Partici- pation" submitted by the Company is hereby approved and accepted and the Corporation shall be and is hereby committed and agrees in accordance with the provisions of the Development Corporation Act of 1979 (the "Act") as follows: " (a) To adopt a bond resolution or bond ~esolutions when requested by the.Comr.tiPy, authºri~!nLt1:1e;~~ua~e of revenue bonds (the "Bonds ') in one or more series- tn an aggregate principal amount necessary to finance and pay th. e costs of ac~uisition~ construction and improvement of the Project (but in no event to exceed $10,000,000) and the costs of issuance, subject to (i) the requirements of the Act, (ii) the execution of the appropriate agreements or contracts as described in Section l(b) below, and (iii) the sale of the Bonds under terms and conditions satis- factory to the Corporation and the Company. ,.. I .j. i I (b) Prior to the issuance of the Bonds, when requested, by the Company, to enter into such loan agree- ment, installment sale agreement, lease, or any other con- tracts or agreements between the Corporation and the Company as are mutually acceptable in all respects to the Corpora- tion and the Company, provided that under any such agreement the Company shall be obligated to make payments to the Corporation or to a corporate trustee, on behalf of the Corporation (and its Bondholders), in such sums as are necessary to pay the principal of, interest on and redemp- tion premiums, if any, together with paying agents' and trustee's fees on, the Bonds, as and when the same $hall become due and payable, and such payments also to be sufficient to defray the Corporation's administrative, overhead, and other expenses and costs with respect to tbe Bonds and the Project. . (c) To take, or cause to be taken, such other action, and to execute such additional contracts and agreements, vhen requested by the Company~ as may be required in accordance with the Act and this Resolution to cause the issuance of· the Bonds; and it is unders tood that the Company will fully. indemnify and hold the Corporation harmless from any and all damages, losses and expenses, including attorneys' fees, arising at any time from or with respect to the Bonds and the Project. SECTION 2: That the President and Secretary of the Board of Directors are hereby authorized and directed to execute the Memorandum of Agreement attached hereto as Exhibit A and incorporated herein by reference.for all purposes, which Memerandum of Agreement, upon execution by the Company, shall, together with this Resolution, constitute a commitment by the Corporation to· finance the costs of acquiring, constructing and improving the Project by the issuance of revenue bonds. SECTION 3: That this Resolution, together with the Memoran- dum o~ Agreement herein approved and authorized to be executed, shall constitute the taking of affirmative official action by the Corporation toward the issuance of the Bonds, and that such action is~ and is intended to be, similar to the adoption of a bond resolution, within the meaning of Section 1.103(8) (a) (5) of the regulations of the Internal Revenue Service adopted pursuant to Section l03(b) of the Internal Revenue Code of 1954, as amended. SECTION 4: That immediately following the adoption of this Resolution, the execution of the Memorandum of Agreement by the Company and the obtaining of the approval of such Agreement by the City Council of the City of Graham, Texas, the Company may proceed with the acquisition, construction and improvement of the P:r:oject ,_"in whole or in part, and. such costs or e:2[penses incurred shall be deemed to be, and included as~ a part of tbe costs of acquiring, constructing and improving the Project to be financed by the issuance of the Bonds of the Corporation and covered by this commitment. PASSED AND APPROVED, this the 27th day of March, 1980. Development (Seal)