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HomeMy WebLinkAbout01-02 IDA ResolutionRESOLUTION NO. IDA 01-02 A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF TEMECULA AUTHORIZING THE ISSUANCE OF REFUNDING REVENUE BONDS AND THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS FOR TENSION ENVELOPE CORPORATION FACILITY WHEREAS, the Industrial Development Authority of the City of Temecula (the "Authority") is authorized by Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, as amended (the "Act"), to issue and sell revenue bonds for the purpose of refunding any of its outstanding revenue bonds; and WHEREAS, on August 16, 1994, the Authority issued its Industrial Development Authority of the City of Temecula Industrial Development Revenue Bonds (Tension Envelope Corporation Project) in the initial principal amount of $5,625,000 (the "1994 Bonds") and made a loan of the proceeds of the 1994 Bonds to Tension Envelope Corporation (the "Corporation") to finance the acquisition, renovation and equipping of a building located in the City of Temecula (the "City") for use as an envelope manufacturing facility (the "Facility"); and WHEREAS, the Corporation has requested that the Authority issue and sell refunding revenue bonds (the "Bonds") for the purpose of refunding all of the outstanding 1994 Bonds; and WHEREAS, the Corporation has agreed to pay all costs of the Authority related to the issuance of the Bonds and to indemnify the Authority and the City for actions taken by them in respect of the issuance of the Bonds and the refunding of the 1994 Bonds; and WHEREAS, there have been presented to the Authority at this meeting a proposed Indenture of Trust (the "Indenture") and Loan Agreement (the "Loan Agreement"), and the Authority now desires to approve such documents and to authorize their execution and delivery; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been pedormed under the Act precedent to and in the issuance of the Bonds, the refunding of the outstanding 1994 Bonds and the refinancing of the Facility as contemplated by this Resolution and the documents referred to herein exist, have happened and have been pedormed in due time, form and manner as required by the laws of the State of California, including the Act, and the Authority now desires to authorize the issuance of the Bonds and to approve related actions as set forth below. NOW, THEREFORE, BE IT RESOLVED by the Industrial Development Authority of the City of Temecula, that: Section 1. and correct. The Authority hereby finds and declares that the above recitals are true Section 2. Pursuant to the Act and the Indenture, revenue bonds of the Authority designated as "Industrial Development Authority of the City of Temecula Industrial Development Refunding Revenue Bonds (Tension Envelope Corporation Project) Series 2001A" in an aggregate principal amount not to exceed $3,545,000 (the "Bonds"), are hereby authorized to R:/IDA Resos 2001/IDA 01-02 1 be issued, subject to the approval of the issuance of the Bonds by the City Council of the City following the holding by the City Council of a public hearing thereon. The Bonds shall be executed by the manual or facsimile signature of the Chairman and attested by the manual or facsimile signature of the Secretary, in the form set forth in and otherwise in accordance with the Indenture. Section 3. The Indenture, between the Authority and GE Capital Public Finance, Inc., as Bondowner Representative (the "Bondowner Representative"), in the form on file with the Secretary, is hereby approved. The Executive Director of the Authority is hereby authorized and directed to execute and deliver the Indenture in said form, together with such additions thereto or changes therein as are recommended or approved by the Executive Director of the Authority upon consultation with the City Attorney and Bond Counsel to the Authority, including such additions or changes as are necessary or advisable in accordance with Section 6 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery of the Indenture by the Authority. Section 4. The Loan Agreement, between the Authority and the Corporation, in the form on file with the Secretary, is hereby approved. The Executive Director of the Authority is hereby authorized and directed to execute and deliver the Loan Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Executive Director of the Authority upon consultation with the City Attorney and Bond Counsel to the Authority, including such additions or changes as are necessary or advisable in accordance with Section 6 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery of the Loan Agreement by the Authority. Section 5. The Bonds, when executed, shall be delivered to the Bondowner Representative for authentication. The Bondowner Representative is hereby requested and directed to authenticate the Bonds by executing the Bondowner Representative's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the purchaser of the Bonds in accordance with written instructions executed on behalf of the Authority by the Executive Director, which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver to the Bondowner Representative. Such instructions shall provide for the delivery of the Bonds to the purchaser thereof, upon payment of the purchase price therefore. Section 6. All actions heretofore taken by the officers and agents of the Authority with respect to the Indenture, the Loan Agreement, the Bonds and the refunding of the 1994 Bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds and the refunding of the 1994 Bonds in accordance with this Resolution, including but not limited to those certificates, assignments, agreements and other documents described in the documents listed in Sections 3 and 4 above and any certificates, assignments, agreements or documents as may be necessary to further the purposes hereof, or evidence credit support or additional security for the Bonds, but which shall not create any obligation or liability of the Authority other than with respect to the revenues and assets derived from the proceeds of the Bonds or the repayment of the loan made pursuant to the Loan Agreement. R:/IDA Resos 2001/IDA 01-02 2 Section 7. The law firm of Quint & Thimmig LLP is hereby designated as bond counsel to the Authority, and the firm of Fieldman, Rolapp & Associates is hereby designated as financial advisor to the Authority, in each case with respect to the Bonds and the refunding of the 1994 Bonds. The Executive Director is authorized and directed to enter into agreements with said firms for their services in forms acceptable to the Executive Director and the City Attorney, provided that any and all compensation to such firms is to be paid by the Corporation. Section 8. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED, by the Board of Directors of the Industrial Development Authority of the City of Temecula, at a regular meeting held on the 23rd day of October, 2001. A'I-I'EST: Jeff Comerchero, Chairperson STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMEOULA ) I, Susan Jones, Secretary of the Industrial Development Authority of the City of Temecula, HEREBY DO CERTIFY that the foregoing Resolution No. IDA 01-02 was duly adopted at a regular meeting of the Board of Directors of the Industrial Development Authority of the City of Temecula on the 23rd day of October, 2001, by the following roll call vote: AYES: 5 AUTHORITY MEMBERS: Naggar, Pratt, Roberts, Stone, Comerchero NOES: 0 AUTHORITY MEMBERS: None ABSENT: 0 AUTHORITY MEMBERS: None ABSTAINED: 0 AUTHORITY MEMBERS: None Susan J~)nes, CMC x,,.~.._.~_~_~ Secretary R:/IDA Resos 2001/IDA 01-02 3