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