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HomeMy WebLinkAboutResolution 2061From to 918178718966 at 05/12/95 09 53a Pg 002/002 * ~ O Cf~ l RESOLUTION APPROVING AN AGREEMENT OF THE SUNBELT INDUSTRIAL DEVELOPMENT CORPORATION WITH RESPECT TO THE ISSUANCE OF BONDS FOR FORT DEARBORN LITHOGRAPH CO. WHEREAS, Sunbelt Industrial Development Corporation (the 'Corporation") was created under the auspices ofthe City of Fort Worth; and WHEREAS, notice of a public hearing on the Project (as defined in the Agreemen attached hereto), as required by Section 147 of the Internal Revenue Code of 1986, as amended (the 'Code"), was published in a newspaper of general circulation in the City at least 14 days prior to such public hearing, and WHEREAS, the Corporation heretofore has adopted a resolution captioned 'Resolution Approving An Agreement Of'The Sunbelt Industrial Development Corporation With Respect To The Issuance Of Bonds For Fort Dearborn Lithograph Co. (the "Resolution"); and WHEREAS, it >s deemed necessary and advisable that this Resolution be adopted. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS THAT• Section 1 The Resolution adopted by the Corporation and the issuance of the Bonds for the Project located at the Project Site (as defined in the Agreement) are hereby approved • Section 2. The "Loan Agre~rierrt by and between Sunbelt Industrial Development Corporation and Fort Dearborn Lithograph Co. dated as of May 1, 1995, in substantially the form and substance as attached to this Resolution and made a part hereof for all purposes, is hereby approved, and Bonds in the principal amoutrt of $5,000,000, may be issued pursuant thereto for the purpose of paying the cost of constructing or causing to be constructed the Project as defined and described therein, which Project is in compliance with the Development Corporation Act of 1979 as amended, and the rules promulgated thereunder by the Texas Department of Commerce; and said Project is hereby approved. Section 3. The'Tnist Inderrture by and between Sunbelt Industrial Development Corporation and U.S. Trust Company of Texas, N.A., as Trustee" dated as of May 1, 1995, and authorizing the sale of the Bonds, in substantially the form and substance attached to this Resolution and made a part hereof for all purposes, is hereby specifically approved, and~the Bonds may be issued as provided for therein. Section 4. The City Council of the City of Fort Worth hereby authorizes the Mayor to approve the issuance ofthe aforesaid Bonds inthe principal amount of $5,000,000 for Fort Dearborn Lithograph Co., and sudi approval shall be solely for the purpases of Section 147 of the Code, as amended, and the City of Fort Worth, Texas shall have no liabilities for the payment of the Bonds nor shall any of its assets be pledged to the payment of the Bonds. APPROVED G6TY C4U~G~L ~'t~q ~.~ 1995 city ae~l~e c~c~ ~ 1 i p''xom to 918178718966 at 05/12/95 09 08a Pq 002/004 • RESOLUTION AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT A TRUST ]ND~, AND OTHER DOCUMENTS RELATED TO ISSUANCE OF SUNBELT INDUSTRIAL DEVELOPMENT CORPORATION VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE BONDS (FORT DEARBORN LITHOGRAPH CO PROJECT), SERIES 1995 AUTHORIZING THE ISSUANCE OF SAID BONDS; AND RESOLVING OTHER MATTERS RELATED THERETO • WHEREAS, S'~uibett Industrial Development Corporation {the 'Issuer") is a nonstock, nonprofit industrial development corporation organized and existing under the laws of the State of Texas, including particularly the Development Corporation Act of 1979 as amended (Article 5190.6, V.AT C.S. with the power and authority to exercise all rights, privileges and fiuictrons essential to the accomplishment of the purposes for which it was organized; and WHEREAS, the Issuer is a duly constituted public instiumentahty ofthe City of Fort Worth, Texas (the 'Governmental Unft'7, a political subdivision ofthe State of Texas, within the meanings of the regulations of the United States Treasury Department (the "Regulations") and the rulings of the Irrternal Revenue Service prescribed and promulgated pursuant to Section 103 ofthe Irrternal Revenue Code of 1986, as amended (the "Code"), and the Issuer is functioning and acting solely on behalf of the Governmental Unit; and WHEREAS, the Issuer is empowered by the Act to promote and develop manufacturing enterprises to promote and encourage employment and public welfare, and to issue revenue bonds, including refunding bonds, therefor, and WHEREAS, Fort Dea~orn Lithograph Co. (the "User") has requested that the Issuer finance the acquisition of machinery and equipment to be located at the User's manufacturing facility in the City of Fort Worth, Texas, for manufacturing purposes (the "Pro~ect'7; and WHEREAS, in order to enable the User to finance the Project, it is necessary and advisable for the Issuerto authorize and diredthe execution of a Loan Agreement (the "Agreement") dated as of May 1, 1995, to be entered into by the Issuer and the User and WHEREAS, the Issuer beingthus authorized by Iaw deems it necessary to borrow money fnr its proper corporate purposes, andto that end, in exercise of said authority deems it necessary and desirable to authorize and direct the execution of a Trust Indenture (the "Indenture") dated as of May 1, 199 S between the Issuer and U.S. Trust Company of Texas, N.A (the 'Trustee"); and WHEREAS, the Issuer hereby deteriniries that such bonds shall be secured by said Indenture and finds and determines that the provisions therein contained for protecting and enforcing the rights arul remedies of the holders of such bonds are reasonable, proper and in accordance with law that such InderiUu~e is necessary 1o the performance of the Issuer's duties and the execution of rtc power under law and does deem and detemvne all of the provisions therein contained to be reasonable and proper for the security of the holders of said bonds; and THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF SUNBELT INDUSTRIAL DEVEIAPMENT CORPORATION i ,from to 918178718966 at 05/12/95 09 08a Pg 003/004 ;,; 1 'That in order to se~xire the payment of the principal o~ premium, if any and interest on the Issuers Variable Rate Demand Industrial Development Revenue Bonds (Fort Dearborn Lithograph Co. Project), Series 1995 (the "Bonds"), andto prescribe the terms and conditions upon which the Bonds are to be seaired, issued and executed, authenticated, accepted, delivered and held, the President or the Vice Piesiderrt ofthe Board of Directors is hereby authorized and directed to execute, acknowledge and deliver the Indenturee, and the Secretary of the Board is hereby authorized to affix thereto and attest the corporate seal and acknowledge same, and said officers of the Issuer are hereby authorized and directed to cause such Indenture to be accepted, executed and acknowledged by the Trustee. 2. That the form of the Indenhire, which constitutes a part of this authorizing resolution, shall be substantially in the form attached hereto. 3 Thatthe issuance ofthe Bonds in the aggregate principal amount of $5,000,000, all in accordance with such Indenture, is hereby authorized. 4 That the officers of the Issuer be and hereby are authorized and directed to do any and all lawful things to effect the execution and delivery of the Indenture and its acceptance by the Trustee, the execution, authentication and delivery of the Bonds, all in accordance with the Indenture, and the performance of all of the obligations and covenants of the Issuer in accordance with and pursuant to, the Indenture and all such executions and deliveries shall be conclusive evidence of the approval of the Board of such action and such officers aze hereby authorized and directed to take such further action as such officers may deem advisable or appropriate to carry out the intent of this Resolution or to consummate any of the matters or transactions referred to m or contemplated by the documents approved by this Resolution. • 5 That the offices of the Issuer be and hereby are authorized and directed to deliver to the Trustee a vvritteri order of the Issuer directing the authentication and delivery of the Bonds, and containing other matters appropriate or necessary in the premises. 6. That the Trustee shall consider this resolution as adopted in full compliance with the provisions of Section 211 of the Indenture. 7 That in order to evidence the loan of the proceeds of the sale of the Bonds to the User and to provide for the repayment of such loan, the President or the Vice President of the Board of Diinctois is hereby authorized and directed to execute, acknowledge and deliver the Agreement, and the Secretary of the Board is hereby authorized to affix thereto and attest the corporate seal and acknowledge same, and said officers of the Issuer aze hereby authorized and dvected to cause such Agreement to be executed and delivered by the User 8. Thatthe form ofihe Agreement, which constitutes a part of this authorizing resolution, shall be substantially in the form attached hereto. 9 That in order to evidence the payment of the User to the Trustee under the terms of the Agreemenrt and the Ir~iu~e, the Board hereby directs the President or Vice President of the Board and- the Userto execute, acknowledge and deliver a Promissory Note (the "Note") in substantially the form as the Note appears as Exhibit B to the Agreement, to the Trustee, all in accordance with the ternis of the Agreement. civau vv i101lOllOy00 aL ua/1L/yb U5~ U8a Pg 004/004 10 That the President or Vice President ofthe Board is hereby authorized to execute and • deliver a "Placement Agreement" in connection with the sale of the Bonds. The President or Vice President of the Board is hereby authorized to approve the initial interest rate to be established for the Bonds on or before the date of dehvery thereof. 11 Thatthe form of the Placement Agreement, which constitutes a part of this authorizing resolution, shall be substantially m the form attached hereto. 12. That based upon representations made by the User m the Agreement, the Board of Directors hereby a$umahvely finds that (i} the Project was and is suitable for the promotion of manufacturing development and expansion, (ii) the Project did and will have a direct, positive, and favorable impact on employment in the Governmental Unit, and (iii) that the Pro1ed was and is in furtherance of the public purposes asset forth in the Act. 13 That the President or the Vice President of the Board is hereby authorized to apply to the Texas Depaitinent of Commerce for approval of the Agreement; all officers of the Board are authceized to execute all iiishumeiits necessary or appropriate to this transaction and the issuance of the Bonds authorized pursuarrt to the Ageemetit; and the President or the Vice President of the Board further is authorizedto have control ofthe Bonds initially issued and delivered and all necessary records and pcroccediiigs peitainmgto the Bonds pending their delivery and their investrgation, examination and approval by the Attorney General of Texas, and their registration by the Comptroller of Public Accounts of Texas. Upon reg>stration of the Bonds said Comptroller (or a deputy designated in wrrtuig to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. 14. That this Resolution shall take effect iiruiiediately upon its adoption.