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Economic Development Special MtgAMBROSE, FITZGERALD 6 CROOKSTON Attorneys and Counsetore P.O. So: 427 • Meridian, Idaho 88812 Telephone 8884461 MINUTES OF SPECIAL MEETING OF DIRECTORS THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF MERIDIAN A special meeting of the Board of Directors of the Economic Development Corporation of the City of Meridian convened at 5:20 p.m. on March 17, 1983, at the Meridian City Hall, Meridian, Idaho. Members present were Walter Morrow, Joseph Glaisyer, Grant Kingsford: Morgan Edwards and Wally Lovan. There were no Board members absent. Upon motion duly made by Grant Kingsford and seconded by Wally Lovan, and unanimously passed, Morgan Edwards assumed the duties of temporary Chairman. Upon motion duly made -by Joseph Glaisyer and seconded by Walter' Morrow, Grant Kingsford assumed the duties of temporary Secretary. i It was noted by the members of the Board that Notice of the Special Meeting had been duly and properly given and posted. Upon motion duly made by Board member, Joseph Glaisyer, and seconded by Board member, Grant Kingsford, the following resolution was unanimously adopted: BE IT RESOLVED, that the Bylaws submitted at this meeting be, and the same hereby are, adopted as the Bylaws of this Corporation. The meeting then proceeded to the election of officers to serve, until the next annual meeting of the Corporation. Upon motion duly made by Walter Morrow and seconded by Wally Lovan and unanimously passed, Joseph Glaisyer was elected President and he assumed his duties. Upon motion duly made by Morgan Edwards, and seconded by Wally Lovan and unanimously passed, Grant Kingsford was elected Secretary Treasurer and he assumed his duties. Upon motion duly made by Wally Lovan and seconded by Grant Kingsford and unanimously passed, Morgan Edwards was elected Vice - President and he assumed his duties. Upon motion duly made by Morgan Edwards and seconded by Grant Kingsford and unanimously passed, Walter Morrow was elected Assis- tant Secretary -Treasurer and he assumed his duties. Upon motion duly made by Board member Wally Lovan and seconded by Board member Morgan Edwards, and carried by vote of the members of the Board, the following resolution was unanimously adopted: WHEREAS, Farmers & Merchants State Bank, Meridian Branch, is located in close proximity to the City Hall of the City of Meridian, Idaho, and.is the bank of the City and the City has had a good banking relationship with said han?;, and upon the suggestion of Board member and President of the Corporation, Joseph Glaisyer, and WHEREAS, it is understood that the bond transactions of. the Corporation would not necessarily have to be rlade with the bank chosen to handle the accounts of the Corporation, AMBROSE, FITZGERALD 6 CROOKSTON I Attemays and Counselors P.O. Bos 177 Meridian. Idaho 83612 Telephone 68x4 Mt BE IT RESOLVED, that FARMERS & MERCHANTS STATE BANK, MERIDIAN, IDPHO, be, and it is hereby is selected as a depository for the monies, funds and credit of this Corporation, and for general banking purposes. Upon motion duly made by Board member Wally Lovan and seconded by Morgan Edwards, and carried by vote of the members of the Board, the following resolution was unanimously adopted: BE IT RESOLVED, that both the President and Secretary/ Treasurer of the Corporation shall be required to sign checks of the Corporation. Upon motion duly made by Board member Grant Kingsford and seconded by Board member Morgan Edwards, and carried by vote of the members of the Board, the following resolution was unanimously adopted: BE IT RESOLVED, that no indebtedness shall be incurred by the Corporation without action thereupon by the Board of Directors of the Corporation or ratification thereof over a specific amount which specific amount shall be the 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 by the Board of Directors. Upon motion duly made by Board member Grant I:ingsford and seconded by Board member Wally Lovan, and carried by vote of the members, the following resolution was, unanimously adopted: BE IT RESOLVED, that Wayne G. Crooskton, Jr, is appointed as the attorney for the Corporation. Upon motion duly made by Board member Grant Kingsford and seconded by Board member, Morgan Edwards, and carried by vote of the members of the Board, the following resolution was unanimously adopted: BE IT RESOLVED, that according to the laws of the State of Idaho, no salaries shall be paid to any member of the Board of Directors of the Corporation; PROVIDED, HOWEVER, that the members of the Board of 'Directors shall be fully reimbursed by the Corporation for their expenses and out-of-pocket costs incurred in carrying out their responsibilities to the Corporation. Upon motion 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 there shall be charged an initial application fee by the Corporation of $500.00, which sum shall be refundable back and applied to the administration fee charged upon the signing of the Inducement Resolution; and that the administrative fee of Elixir Industries will be 1/4 of 1% as long as the bonds remain outstanding, that Exlixer Industries will be billed annually, 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 shall that amount exceed $1,000.00 per annum. Upon motion duly made by Board member Grant Kingsford and seconded by Board member Wally Levan, 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 shall read as follows: THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF MERIDIAN with the word "SEAL" appearing in the center thereof; that such seal shall be held with the books of the Corporation with the Secretary/Treasurer and placed on any and all appropriate instruments and documents of the Corporation requiring its Seal. Upon motion duly made by Board member Grant Kingsford and seconded by Wally Lovan, and carried by vote of the members of the Board, the following resolution was unanimously adopted: BE IT RESOLVED, that the application submitted to the Corporation by ELIXER INDUSTRIES be approved. Upon motion duly made by Board member Grant Kingsford and seconded by Walt Morrow, and carried by vote of the members of the Board, the following resolution was unanimously adopted after it having been noted by the President of the Board, Joseph Glaisyer, that the following Resolution must also be approved by the City Council of the City of Meridian as well as by the Board of Directors of the Corporation: ; AMBROSE. FITZGERALD & CROOKSTON AllomeyssrM Coun"Im P.O.BOe427 MerlElsgldello 03612 Telephone 880-4401 THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF MERIDIAN RESOLUTION NO. i A RESOLUTION MAKING DETERMINATIONS WITH RESPECT TO THE FINANCING OF FACILITIES FOR ELIXIR INDUSTRIES AND AUTHORIZING EXECUTION OF A PRELIMINARY AGREEMENT. WHEREAS Elixir Industries (the "Applicant"), a corporation organized and existing under the laws of the State of California and duly qualified to conduct business in the State of Idaho, desires to expand and rehabilitate a facility for use as a metal fabrication facility and wholesale distribution warehouse (the "Facility"); and WHEREAS the Facility is located within the jurisdiction of The Economic Development Corporation of the City of Meridian (the "Corporation"), and the Applicant is willing to expand and rehabilitate the Facility if the Corporation will issue its revenue bonds to finance such expansion and rehabilitation pursuant to Title 50, Chapter 27 of the Idaho Code, as amended (the "Act"); and WHEREAS the Applicant has submitted, and this Board of Directors has accepted, an application requesting financing for such expansion and rehabilitation of the Facility; and ` WHEREAS this Board of Directors has carefully considered and discussed the information contained in such application and desires to induce the Applicant to commence expansion and rehabilitation of the Facility at the earliest possible time; NOW, THEREFORE, the Board of Directors of the Economic Development Corporation of the City of Meridian does resolve as follows: Section 1. This Board of Directors hereby finds and determines that the Facility is an "industrial development facility," as defined in the Act, and that the expansion and rehabilitation of the Facility for use as a metal fabrication facility and wholesale distribution warehouse qualifies for financing under the Act. Section 2. It is the present intent of the Corporation to issue, at one time or from time to time, bonds in an amount sufficient to finance "project costs," as defined in the Act, related to the Facility, which amount is now estimated to be approximately $850,000, but not exceeding $1,000,000. 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 authorized 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 Assistant Secretary is hereby authorized and directed as soon as possible to certify and file with the City Council of the City of Meridian a copy of this resolution and the Preliminary Agreement referred to in Section 3. Section 5. It is the purpose and intent of the Corporation that this resolution constitute official action toward the issuance of obligations by the Corporation for the Facility in accordance with Section 1.103-8(a)(5)(iii) of the Regulations promulgated by the United States Department of the Treasury under Section 103 of the Internal Revenue Code of 1954, as amended. Section 6. This Resolution shall take effect immediately upon its passage. The foregoing Resolution was passed and adopted by The Economic Development Corporation of the City of Meridian on 3 "I% 1983, by the following vote: AYES: 5 - NAYS: 0 ABSENT: 0 ATTEST: 0 President Sec r to y PRELIMINARY AGREEMENT THIS PRELIMINARY AGREEMENT is between The Economic Development Corporation of the City of Meridian (the "Corporation"), a 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 Idaho (the "Applicant"). 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in this Agreement are the following: (a) The Corporation is authorized pursuant to Title 50, Chapter 27 of the Idaho Code, as amended (the "Act"), to issue its revenue bonds to pay "project costs" of "industrial development facilities," 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 distribution warehouse (the "Facility"). 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 "Project Costs"), are expected to be approximately $850,000. 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. (c) The Corporation has determined that the proposed financing of the Project Costs is in accord with the Act. (d) The revenue bonds of the Corporation shall be payable 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 which the Applicant will pay an amount sufficient to pay the principal of, premium, if any, and interest on such revenue bonds. 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 liability of such State or such City. (e) Subject to due compliance with all requirements of law, by virtue of such authority as may now or hereafter be conferred, and subject to receipt of adequate assurance from the Applicant that there are one or more purchasers for the bonds, the Corporation will issue and sell its revenue bonds in an amount sufficient to pay the Project Costs, or such portion thereof as shall be determined by the Applicant and the Corporation, but not to exceed $1,000,000. 2. Undertakings on the Part of the Corporat Subject to the conditions above stated, the Corporation agrees as follows: (a) That it will authorize the issuance and sale of the bonds pursuant to its lawful authority. (b) That it will enter into a loan agreement, lease agreement or installment sale agreement with the Applicant whereby the Applicant will pay to or on behalf of the Corporation such sums as shall be sufficient to pay the principal of and interest and redemption premium, if any, on the 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 agrees as follows: (a) That it will use all reasonable efforts to find one or more purchasers for the bonds. (b) That contemporaneously with the delivery of the bonds it will enter into a loan agreement (as borrower), a lease agreement (as lessee) or an installment sale agreement (as purchaser) with the Corporation, under the terms of which the Applicant will obligate itself to pay to or on behalf of the Corporation sums sufficient in the aggregate to pay the principal of and interest and redemption premium, if any, on the bonds as and when the same shall become due and payable and to pay all expenses of the Corporation in connection with the financing, and which agreement shall contain such other provisions as shall be mutually acceptable or as shall be required by the Act. 4. General Provisions. (a) All commitments of the Corporation under paragraph 2 hereof and of the Applicant under paragraph 3 hereof are subject to the condition that on or before one year from the date hereof (or such other date as shall be mutually satisfactory to the Corporation and the Applicant), the Corporation and the Applicant shall have agreed to mutually acceptable terms and conditions of the financing 2 agreement and of the bonds and other instruments or proceedings relating 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 time, the Applicant agrees that it will reimburse the Corporation for all reasonable and necessary expenses which the Corporation may have incurred at the request 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 may have been retained in connection with the proposed financing, and this Agreement shall thereupon terminate. IN WITNESS WHEREOF, the Corporation and the Applicant have entered into this Agreement by their duly authorized officers as of thel7th day of March , 1983. THE ECONOMIC DEVELOPMENT CORPOR4T—NN OF THE CITY OF MERID N ) L � By ELIXIR INDUSTRIES , A By Executive Vice President 3 There being no further business to come before the meeting, the same upon motion duly made by Board member Wally Lovan and seconded by Board member Walt Morrow, and carried by vote of the members of the Board, adjourned. TWECONOMIC+DEVELOP NfNT CORPORATION OF THE CITY OF MERIDIAN ATTEST: GRANT KINGSFORD, Secretary Treasurer THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF MERIDIAN STATE OF IDAIIO, ) ) ss. County of Ada; ) I, GRANT KINGSFORD, do hereby certify that I am the duly qualified and acting Secretary -Treasurer of the Corporation. I further certify that the above and foregoing constitutes a true and correct copy of the minutes of a special meeting of The Economic Development Corporation of the City of Meridian held on the 17th day of March, 1993, and said minutes are of`ici.ally of record and in my possession. IN WITNESS WHEREOF, I have hereunto subscribed my official signature and impressed hereon the seal of. said City this,r4 day of 1983. Crane_ Kingsford, Secretary -Treasurer THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF 14ERIDIAN AMBROSE• FITZGERALD l CROOKSTON Altonlays and Counselors P.O. Boa 177 Meo0lan• Idaho M2 Telephone 6064481