HomeMy WebLinkAbout1983-03-17AMEFOEC.
FITZGEAAID
I ChOOr(SrON
T4INUTES OF SPECIAL I4EETINS CF DIRECTORS
THE ECONOMTC DEVELOPMENT COPPORATION OF THE CITY OF MERIDIAN
A special meeting of the Board of Directors of the Economic
Development Corporation of the City of l4eridian convened at 5:20p.m. on l'larch 17, 1983, at the Meridian City HaII, l.leridian, Idaho.
I\lembe rs present were Walter l4orrow, Joseph Glaisyer, Grant Kingsfort
Morgan Edwards and Wally Lovan. There $/e re no Board members absent,
Upon motion duly made by crant Kingsford and seconderl by
WalIy Lovan, and unanimously passed, Morgan Edwards assumed the
duties of temporary Cha i rman .
Upon motion duly made by Joseph Glaisyer and seconded by Waltet
ib rrorl,, crant Kingsford assumed the duties of temporary Secretary.
It was noted by the members of the Board that Notice of the
Special l.leeting had been duly and properly given and posted.
Upon motion duly made by Board member, Joseph G1aisyer, and
seconded by Board member, Grant Kingsford, the following resolution
was un an imo us l-1, adopted :
BE IT RESOLVED, that
and the same hereby
Corporation.
the
are,
Bylaws submitted at this
adopted as the Bylaws of
meeting be,
this
The meeting then proceeded to the election of officers to serve
until the next annual meeting of the Corporation.
Upon r,rotion duly made by
Lovan and unanimously passed,
and he assumed his duties.
l,'!o rrorv and seconded by Wal ly
Glaisyer was elected P residen tVlalter
Jo s eph
Upon motion duly made by Wally Lovan and seconded fry Grant
Kingsford and unanimously passed, Morgan Edwards was elected Vice-
President and he assumed his duties.
Upon motion duly made by l,torgan Edwards and seconded by Grant
Kingsford and unanimously passed, t^lalter t'to rrow vras elected Assis-
tant Secretary-Treasurer and he assumed his duties.
Upon motion duJ.y made by Board member wally Lovan and seconCod
by Board mernber Morgan Edwards, and carried by vote of the membersof the Board, the following resolution was unanimously adopted:
wHEREAS, Farmers & t4erchants state Bank, lleridian Branch ris located in close proximity to Ehe City HaII of the CitT
of Meridian, fdaho, and is the bank of the City and the
City has had a good banking relationship with said hank,
and upon the suggestion of Board member and Presiderrt of
the Corporation, Joseph Glaisyer, and
f,illEREAS, it is understood that the bond transactions ofthe corporation would not necessari ly have to be rradewith the bank chosen to handlo the accounts of the
Cort)o ration ,
P O. 8o! 427
t!642
T.l.9hon. !{a-aa6 r
Upon mol-ion duly made by Morgan Ed\^rards, and seconded by Ilally
Lo \ran and unanimously passed, Grant Kingsford was elected Secretar,,/-
Treasurer and he assumed his duties.
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fIIZGEFA!O
I CAOOXSTON
P.O. aor a2,
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BE IT RESOL!',E D , that
MERIDIAN, IDAHO, bC.
a depository for the
Corporation, and for
IIA RI\,I-E RS & YE RCHAN']'S STATE BANK,
and it is hereby is selected as
monies, funds and credit of thisgeneral banking purposes.
Upon motion duly made by Board member !VaII1, 16vsn 6n6
seconded by Morgan Edwards, and carried by vote of the rnembe rs
of the Board, the following resolution was unanimously ad.opted:
BE IT RESOLVED, that both the Presi-dent and Secretary,/
Treasurer of the Corporation shalI be required tosign checks of the Corporation.
Upon motion duly made by Board member Grant Kingsford and
seconded by Board member l,torgan Edwards, and carried by vote of
the members of the Board, the following resolution was unanimously
adop te d :
BE IT RESOLVED, that no j-ndebtedness shalI be incurred
by the Corporation without action thereupon by the Board
of Directors of the Corporat j-on or ratification thereof
over a specific amount wllich specific amount shall bethe sum of $500.00, and any indebtedness to be incurred
by the Corporation over and above that maximum amount
shall be incurred only after action thereupon bl, the Boand
of Di rectors.
Upon motion duly made by Board member crant l(ingsford and
seconded by Board member Wally Lovan, and carried by vote of the
members, the follovring resolution was unanimously adopted:
BE IT BESOLVED, that Viayns 5. Crooskton, .rr. is
appointed as the attorney for the Corporation.
Upon rrrotion duly made by Board member Grant Kingsford and
seconded by Board member, Morgan Edwards, and carried by vote ofthe members of the Board, the following resolution was unanimously
adopte d:
BE IT RESOLVED, that according to the laws of the State
of Idaho, no salaries shall l:e paid to any member of the
Board of Directors of the Corporation, PROVIDED, HOI,IEVE R,that the members of the Board of Directors shall be fully
reimbursed by the Corporation for their expenses andout-of-pocket costs incurred in carrying out theirresponsibilities to the Corporation.
Upon motion duly made by Board member Grant l(ingsford and
seconded by Board member Wafly Lovan, ancl carried by vote of thc
members of the Board, the following resolution vias unanimously
adopted:
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BE IT RESOLVED, that there shall be charged an initialapplication fee by the Corporation of S500.00, r,rhich sumshall be refundable back and applied to the administrationfee charge<1 upon the signing of the fnducement Resolution i
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and that the administrative fee of EIixir Industrieswill be l/4 of 1t as long as the bonds remain outstanding,
that Exlixer rndustries lriII be biIled annuaIIy, if necessary,
its pro-rata share of issuer's operating expenses based upon
the relative proportion of bonds issued to finance all pro-jects, and that in no event shaII that amount exceed
$1,000.00 per annum.
Upon rnotion duly made by Board member Grant Kingsford and
seconded by Board member wally Lovan, and carried by vote of the
members of the Board, the following resolution was unanimously
adopted:
BE IT RESOLVED, that a corporate seal, the impression of
which shall be affixed to the margin hereof, is and the
same shall be the corporate seal of the corporation, and
shaL1 read as fol lows :
THE ECONOMIC DEVELOP}'IENT CORPORATION
OF TIIE CITY OF I,IERI DIAN
with the.word "SEAL" appearing in the center thereof;
that such seal shall be held with the books of the
Corporation with the Se cre tary/Trea s ure r and placed on
any and all appropriate instruments and documents of the
Corporation requiring its SeaI.
Upon notion duly made by Board member Grant Kingsford and
seconded by WaIIy Lovan, and carried by vote o,: the members of
the Board, the following resolution $ras unanimously adopted:
BE IT RESoLITED, that the application submitted to the
Corporation by ELIXER INDUSTRIES be approved.
Upon notion duly made by Board member Grant Kingsford
seconded by t{alt ['4o rrovr, and carried by vote of the members
the Board, the following resolution was unanimousl-y adopted
it having been noted by the President of the Board, Josephthat the followj-ng Resolution must also be approved by the
Council of the City of tleridian as well as by the Board ofof the Co rporation l
and
of.after
Glaisyer,
ci ty
Di recto rs
euenohe.
FrrzcEBAt-o
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THE ECONOMIC DEVELOPMENT CORPORATION
OE THE CITY OE MERIDIAN
RESOLUTION NO. __t__
A RESOLUTION MAKING DETERMINATIONS WITH RESPECT TO THE
FINANCING OF EACILITIES FOR ELIXIR INDUSTRIES AND
AUTHORIZING EXECUTION OF A PRELIMINARY AGREEMENT.
WHEREAS Elixir Industries (the rrAppLicantr'), a
corporation organized and existing under the Iaws of the
State of Calj.fornia and duly qualified to conduct business
the State of Idaho. desires to expand and rehabilitate a
facility for use as a metal fabrication facj,Iity and
lrholesale distribution warehouse ( the "Faci),ityt'); and
1n
WHEREAS the Eacility is located within thejurisdiction of The Economic Development Corporation of the
City of Meridian ( the fiCorporationrr), and the ApPlicant is
willing to expand and rehabilitate the Facility if the
Corporation wiII issue its revenue bonds to finance such
expansion and rehabilitation pursuant to Title 50, Chapter
of the Idaho Code, as amended ( the rrActl); and
27
WHEREAS the Applicant has submitted, and this Boardof Directors has accepted, an application requesting
financing for such expansion and rehabilitation of the
Faci ). i ty; and
WHEREAS this Board of Directors has carefulJ.y
considered and discussed the information contained in suchapplicati.on and desires to induce the Applicant to commence
expansion and rehabilitation of the Facility at the earliestpossible time;
Economi c
resolve
NOW, THEREEORE, the Board
Deve ).opment Corporation of
as follows:
of Directors of thethe City of Meridian does
Section 1.This Board of Directors hereby fj.nds
and determines that the Eacility is an rrindustrial
development facili.ty,rr as defined in the Act, and that theexpansion and rehabilitation of the Eacility for use as ametal fabrication faciJ-ity and wholesale distribution
warehouse qualifies for financing under the Act.
Section 2. It the present intent of thetime or from time to time, bondsCorporation to i ssue, at
1S
one
in an amount sufficient to finance rrproject costs, rt as
defined in the Act. related to the Facility, vrhich amount is
now estimated to be approximatefy $850,O00, but not exceeding
$1,OOO,OOO.
Section 3. In order to set forth more fully the
obligations of the Applicant and the Corporation in
connection with the issuance of such bonds, the President is
hereby authorj.zed to execute and deliver, in the name and on
behalf of the Corporation, a Preliminary Agreement between
the Corporation and the Applicant in substantially the form
before this meeting, which is hereby approved in all respects
and by this reference incorporated in this Resolution.
Section 4.The Secretary or
hereby authorized and directed as soon
and file with the City Council of the
of this resolution and the Preliminary
in Section 3.
Assistant Secretary is
as possible to certi fyCity of Meridian a copy
Agreement referred to
Secti on 5. It is the purpose and intent of the
Corporation that this resolution constitute official action
toward the issuance of obllgations by the Corporation for theFacility j.n accordance with section 1 . 1O3 - 8 ( a ) ( 5 ) ( i i i ) of the
Regulations promulgated by the United States Department ofthe Treasury under Section 1O3 of the Internal Revenue Codeof 1954, as amended.
Section 6. This Resolution shaLl take effect
immediateJ. y upon its passage.
The
on
AYES: f
NAYS: O
ABSENT: O
The
Economi c
3 -t2
foregoing Resolution was passed and adopted bypevelopment Corporation of the City of Meridian
, 1983, by the following vote:
re s i dent
ATTEST:
Sec ta
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PRELIMINARY AGREEMENT
THIS PRELIMINARY AGREEMENT is between The Economic
Development Corporation of the City of Meridian (the
"CorporatioD" ), . public corporation organized and existing
under the laws of the state of Idaho, and Elixir Industries,
a corporation organized and existing under the laws of the
State of California and duly qualified to conduct business in
the State of ldaho ( the rrApplicantrr) .
1. Preliminary Statement.
mutual inducement which have resulted
the fol Iowing:
(a) The Corporation i.s authorized pursuant to
Title 5O. Chapter 27 of t}:e Idaho Code, aa amended (thettActtt;, to issue its revenue bonds to pay Itproject coetsrr of
rr j,ndustrial development facilitj.es.rt as such terms are
defined in the Act.
(b) The Applicant'intends to expand and
rehabilitate a facility for use as a metaL fabrication
facility and wholesale distri.bution lrarehouse (therrFacilityrr). The Facility is located within the jurisdiction
of the Corporation, at 535 North Eagle Road, Meridian,
Idaho. The project costs reLated to the Facility, including
financing and incidental costs ( the I'Project Costs'r), are
expected to be approximately 9850,OOO. The Applicant has
requested that the Corporation assist the Applicant in
defraying all or a portion of the Project Costs by issuing
its revenue bonds in an amount not to exceed $1,000,000.
Among the matters
in this Agreement
of
are
p ropo sed
Act.
Corporation has determinedof the Project Costs is in
(d) The revenue bonds of the Corporation shall bepayable solely out of the revenues and receipts derived with
respect to the Facility; and the Project Costs shall be
financed for the Applicant under an agreement pursuant to
whrch the Applicant will pay an amount sufficient to pay theprincipal of, premium, if any, and interest on such revenuebonds. No holder of any such bonds shall have the right to
compel any exercise of the taxing power of the State of Idaho
or the City of Meridian to pay any amounts due on such bonds,
and such bonds shall" not constitute a debt or Iiability of
such State or such City.
(e) Subject to duE compliance with all
requirements of law, by virtue of such authority a6 may now
(c) The
fi nanc i ng
that the
accord lri th the
or hereafter be conferred, and subject to receipt of adequate
assurance from the Applicant that there are one or nore
purchasers for the bonds, the Corporation will issue and sell
its revenue bonds in an amount sufficient to pay the ProjectCosts, or such portion thereof as shalI be determined by the
Applicant and the corporation, but not to exceed Sl,OOO,OOO.
2. Undertakings on the Part of the qqrporation.
Subject to the conditions above stated, the Corporation
agrees as fo I lows:
(a) That it will authorize the issuance and saleof the bonds pursuant to its lavrful authority.
(b) That it wj. II enter into a loan agreement,
lease agreenent or installment sale agreenent with the
Appllcant whereby the Applicant wiII pay to or on behalf of
the Corporation such sums as shall be sufficient to pay theprincipal of and interest and redemption premium, if any, onthe bonds as and when the same shall become due and payable.
3. Undertakings on the Part of the Applicant.Subject to the conditions above stated, the Applicant agreesas fol lows:
(a) That it will
find one or more purchasers
reasonabLe efforts to
bonds.
use
for
aII
the
(b) That contemporaneous I y lrith the delivery ofthe bonds it wi. lL enter into a loan agreement (as borrower),a Lease agreement (as Iessee) or an installment sale
agreement (as purchaser) with the Corporation. under theterms of which the Applicant wiII obligate itself to pay toor on behalf of the Corporation sums sufficient in the
aggregate to pay the principal of and interest and redernptionpremium, if any, on the bonds as and hrhen the same 6hall
become due and payable and to pay aII expenses of theCorporation in connection with the financing, and whichagreement shall contain such other provisions as shall bemutually acceptable or as shalL be reguired by the Act.
4. ceneral Provi si ons.
(a) AII commitments of the Corporation underparagraph 2 hereof and of the Applicant under paragraph 3hereof are subject to the condition that on or before oneyear from the date hereof (or such other date as shall bemutually satisfactory to the Corporation and the Applicant),the Corporation and the Applicant shalI have agreed tornutually acceptable terms and conditions of the financing
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agreement and of the
Proceedings relati ng
bonds and other instruments or
to the bonds.
(b) If the events set forth in (a) of this
paragraph do not take place within the time set forth or any
extension thereof and the bonds in an amount of approximately
the amount stated above are not sold within such tine, the
Applicant agrees that it vilL reimburse the CorPoration for
aIL reasonable and necessary expenses which the Corporation
may have incurred at the reguest of the Applicant arising
from the execution of this Agreement and the performance by
the Corporation of its obligations hereunder, and will pay
the fees and expenses of such counsel, including counsel for
the Corporation and bond counsel, as rnay have been retained
in connection with the proposed financing, and this Agreement
shalI thereupon terminate.
IN WITNESS WHEREOF, the Corporation and the
Applicant have entered into thi.s Agreement by their duly
authorized officers as of the lTti day o f t',tarch , 1983.
THE ECONOMIC DEVELOPMENT
CORPO
MERID
N OE THE CITY OF
By
,?e ident
ELIXIR INDUSTRIES./
By ,/
Executive Vice President
3
AISAOaE.
nfTGEFAtO
lcRoor(8ToN
There being no further business to come before the meeting,the same upon nrction duly made by Board member l{ally Lovan and
seconded by Board member Walt Plorrolr, and carried by vote of the
members of the Board, adjourned.
J SYER,ES ENT
ECONOMIC DEVELOP NT CORPORATION
OF THE CITY OF MERIDIAN
ATTEST:
GRANT KINGSr'ORD, Secretary,/
TTEASUTET THE ECONOI,'II C DEVELOPMENT
CORPORATION OF TIIE CITY OF I\,IERI DIAN
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STATE OF I DAIIO ,
County of Ada,
ss.
I further certify that the above and foregoing constitutes a
true and correct copy of the minutes of a special meetinq of The
Econonic Development CorDorati.on of the City of l'eridian held on
t.he 17th day of March, 1983, and said minutes are of r=icially ol-
record and in my possession.
IN WITNESS I,JIiEREOF, I have hereunto subscribed my officialsignature and impressecl hereon the scal of said City this 14-l_ dayof o\-.r ,19n3.
Cran L I(i.nE sEda;tary-Treasurer
TIIE t' C')NOI4I C DBVELOPI{ENT CORI'ORATION
OF' THE CITY OE PIE RI DIA}I
. ?.O. lor azt
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T.l.9t n. lal{.at
I, GttANT I(INGSFORD, do hereblz certify that r an tlre duly
qualified and acting Secretary-Treasurer of the Corporation.
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