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HomeMy WebLinkAbout94-04 IDA ResolutionRESOLUTION NO. IDA 94-04 A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF TEMECULA AUTHORIZING THF~ ISSUANCE OF $5,625,000 AGGREGATE PRINCIPAL AMOUNT OF ITS INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR THE BENEFIT OF TENSION ENVELOPE CORPORATION WHEREAS, the Industrial Development Authority of the City of Temecula (the 'Authority") is authorized and empowered by the provisions of the California Industrial Development Financ'mg Act, California Government Code 91500, et seq., as amended (the 'Act"), to finance a project, as that term is defined in the Act, and to issue its tax exempt industrial development revenue bonds for the purpose of paying the cost of financing a project; and WHEREAS, The City Council of Temeeula (the "City Counc'flD, acting on behalf of the Authority, pursuant to Section 91530 of the Government Code, has previously adopted a resolution accepting the application of Tension Envelope Corporation, a Delaware corporation (the "Borrower"), for the issuance of not to exceed $6,500,000 in industrial development revenue bonds for the acquisition of a parc~ of land of approximately 6.81 acres located at 40750 County Center Drive, Temecula, the existing industrial building located thereon consisting of approximately 117,000 square feet, the rehabilitation and renovation thereof and acquisition and installation therein of machinery and equipment (the "Project") to be used for the manufacture of envelopes, and said resolution is in full force and effect; and WHEREAS, the City Counc'fl, on March 22, 1994, conducted a public hearing pursuant to Section 147(0 of the Internal Revenue Code of 1986, as amended, regarding the application of the Borrower, at which time the City Counc'fl acknowledged the filing of the application, deteamined the issuance of the industrial base of the City and the employment of City residents, and approved the issuance of said bonds; and WHEREAS, the California Debt Limit Allocation Committee and the California Industrial Development Financing Advisory Commission have both reviewed and approved the application of the Authority for the issuance of the Authority's Industrial Development Revenue Bonds (Tension Envelope Coq~oration Projec0 (the "Bonds") in an aggregate principal amount not to exceed $5,625,000; NOW, ~RE: BE IT RESOLVED, FOUND AND DETERMINED by the Industrial Development Authority of the City of Temecula, in regular session assembled on July 26, 1994, that: Resos IDA 94-04 I 1. The above recitals, and each of them, are true and correo 2. The Authority does hereby create an issue of its Industrial Development Revenue Bonds (Tension Envelope Corporation Project) in aggregate principal amount not to exceed $5,625,000, and said Bonds shall be issued under, executed in accordance with and secured by an Indenture of Trust, dated as of August 1, 1994 (the 'Indenture'), for said Bonds. 3. Bank of America National Trust and Savings Assoc'mfion is hereby appointed as Trustee for the Authority and the Owners of the Bonds, with the duties and powers of such Trustee as set forth in the Indenture. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's certificate of authentication and registration appearing thereon and to deliver the Bonds, when duly executed and authenticated, to or upon the order of the parties named in the Bond Purchase Agreement in accordance with written instructions executed by the Authority. Such instructions shall provide for the delivery of the Bonds in accordance with the Bond Purchase Agreement upon payment of the purchase price thereof. 4. The proposed form of the Indenture presented at this meeting is hereby approved, and the Chairman or Vice Chairman and the Secretary or any Assistant Secretary are hereby authorized and directed for and in the name of the Authority to execute and deliver to the Trustee such Indenture in substantially said form with such additions thereto or changes therein as are recommended or approved by Bond Counsel to the Authority and as the offiears executing the same may approve, pursuant to such recommendation and approval, such approval to be conclusively evidenced by the execution and delivery thereof. 5. The proposed form of the Bonds as set forth in said Indenture (as the Indenture may be modified pursuant to the preceding section hereof) is hereby approved. The Chairman or Vice Chairman of the Authority is hereby authorized and directed to execute the Bonds by manual or facsimile signature for and in the name of the Authority and the facsimile of the seal of the Authority shall be reproduced thereon and attested by the manual or facsimile signature of the Secretary or any Assistant Secretary for and in the nmne of the Authority, such Bonds to be in the aggregate principal amount not to exceed the amount set forth hereinabove in accordance with said Indenture. 6. The proposed form of the Loan Agreement presented at this meeting is hereby approved; and the Chairman or Vice Chairman and the Secretary or any Assistant Secretary are hereby authorized and directed, for and in the name of the Authority, to execute the Loan Agreement. Such Loan Agreement shall be executed in substantially the form hereby approved, with such additions thereto or changes therein as are recommended or approved by Bond Counsel to the Authority and as the officers executing the same may approve, pursuant to such recommendation and approval, such approval to be conclusively evidenced by the execution and delivery of the Loan Agreement. l~ol IDA 94-04 2 7. The proposed form of the Bond Purchase Agreement presented at this meeting is hereby approved; and the Chairman or Vice Chairman is hereby authorized and directed, for and in the name of the Authority, to execute the Bond Purchase Agreement. The Bond Purchase Agreement shall be executed in substantially the form hereby approved, with such additions thereto or changes therein a.s are recommended or approved by Bond Counsel to the Authority and as the officers executing the same may approve, pursuant to such recommendation and approval, such approval to be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement. 8. The proposed form of the Preliminary Official Statement presented at this meeting is hereby approved. The distribution by the Underwriter of the Preliminary Offic'ml Statement and a final Official Statement is hereby approved. The final Official Statement shall be in substantially the form hereby approved, with such additions thereto or changes therein as are recommended or approved by Bond Counsel to the Authority. 9. The Authority hereby elects to have the $10 million limit provided for in Section 144(a)(4) of the Internal Revenue Code of 1986, as amended, apply to the Bonds. 10. The City Manager and the Finance Director of the City, or their designees, or such other person or persons as the Board may from time to time designate, are hereby designated as authorized representatives for executing any and all certificates on behalf of the Authority required by the Indenture, the Loan Agreement and the Bond Purchase Agreement. I1. Any documents the execution of which by the Chairman of the Authority is authorized by this Resolution shall, in the absence or inability to act of the Chairman, be executed by any other member of the Authority. 12. The authorized representatives, or their designees, are hereby authorized and directed to execute one or more requisitions authorizing the Trustee under the Indenture to pay the costs of issuing the Bonds under and pursuant to the Indenture. 13. The officers of the Authority are hereby authorized and directed, jointly and severally, to do any and all things to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds, including filing applications with any Rating Agency (as defined in the Indenture) and otherwise to effectuate the purposes of this Resolution; and such actions pr~iously taken by such officers are hereby ratified and confirmed. 14. This Resolution shall take effect immediately upon its adoption. Re*o~ IDA 9,~04 APPROVED AND ADOPTED this 26th day of July, 1994. [Seal] ---- STATE OF CALIFORNIA) COUNTY OF RIVERSIDE) ss CiTY OF TEMECULA ) I, JUNE S. GREEK, Secretary of the Industrial Development Authority of the City of Temecula do hereby certify that Resolution No. IDA 94-04 was duly and regularly adopted by the Board of Directors of the Industrial Development Authority of the City of Temecula at a regular meeting thereof held on the 26th day of July, 1994, by the following vote: AYES: 4 DIRECTORS: Birdsall, Mufioz, Parks, Roberts NOES: 0 DIRECTORS: None ABSENT: 1 DIRECTORS: Stone j4m~dS.JGreek Secrelary of the Industrial Development Authority of the City of Temecula