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HomeMy WebLinkAbout2000-001 '-' IDA RESOLUTION NO. 2000-001 RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA AUTHORIZING AND APPROVING A LOAN AGREEMENT TO BE ENTERED INTO BY AND AMONG THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA, NEINPORT ELECTRONICS, INC. AND GE CAPITAL PUBLIC FINANCE, INC. PURSUANT TO WHICH THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA WILL MAKE A LOAN IN AN AMOUNT NOT TO EXCEED $2,400,000 FOR THE PURPOSE OF REFUNDING THE OUTSTANDING INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1988 A (NElNPORT ELECTRONICS, INC. PROJECT), PROVIDING THE TERMS AND CONDITIONS FOR SUCH LOAN AND OTHER MATTERS RELATING THERETO AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS HEREIN SPECIFIED '-' WHEREAS, the California Industrial Development Financing Act (California Government Code Section 91500 et seq., as amended and supplemented) (the "Act"), permits an industrial development authority to issue revenue bonds for the purpose of financing or refinancing the acquisition, construction and/or rehabilitation of facilities, including both real and personal property, suitable for industrial uses such as assembling, fabricating, manufacturing or processing activities with respect to any products of agriculture, forestry or manufacturing; and WHEREAS, the Industrial Development Authority of the City of Santa Ana (the "Issuer") is authorized pursuant to the provisions of the Act to refund outstanding revenue bonds of the Issuer when the Board of Directors of the Issuer determines that such refunding will be of benefit to the company; and WHEREAS, on November 18, 1988, the Issuer issued $6,500,000 of its Variable Rate Demand Industrial Development Revenue Bonds, Series 1988 A (Newport Electronics, Inc. Project) (the "Prior Bonds") for the benefit of Newport Electronics, Inc. (the "Borrower"); and WHEREAS, $2,400,000 aggregate principle amount of the Prior Bonds are currently outstanding; and WHEREAS, the Borrower used the proceeds of the Prior Bonds to acquire, equip and install a manufacturing facility located at 2229 Yale Street, Santa Ana, California '-' 92704-4426 (the "Refunded Project"); and Resolution No. 2000-001 Page 1 of4 WHEREAS, the Borrower uses the Refunded Project to manufacture and distribute digital indicating instrumentation, temperature sensors and controllers, infrared temperature measurement products and a line of pH and conductivity instrumentation; and ...J WHEREAS, the Borrower has requested the Issuer to make a loan to the Borrower (the "Loan") pursuant to the Act for the purpose of refunding in advance of maturity the outstanding Prior Bonds; and WHEREAS, GE Capital Public Finance, Inc. (the "Lender") has agreed to make a loan to the Issuer to provide the necessary funds to make the Loan; and WHEREAS, in furtherance of the purposes of the Act, the Issuer now desires to authorize the borrowing of funds from the Lender and the Loan in an aggregate principal amount not to exceed $2,400,000 and other matters related thereto; and WHEREAS, there has been presented to this meeting and is now on file with the Secretary of the Issuer the following: (a) a proposed form of the Loan Agreement (the "Loan Agreement"), to be entered into by and among the Issuer, the Borrower and the Lender; (b) a proposed form of the Escrow Agreement (the "Escrow Agreement"), to be ""'" entered into by and among the Issuer, the Borrower, the Lender, Fleet Bank, N.A. and Harris Bank, as trustee and escrow agent; and (c) a proposed form of the Tax Regulatory Agreement (the "Tax Regulatory Agreement"), to be entered into by and between the Issuer and the Borrower; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Industrial Development Authority of the City of Santa Ana, as follows: Section 1. The Issuer hereby approves of the refunding of the Prior Bonds and finds and determines that the refunding of the Prior Bonds is within the purposes of the Act and, based upon the representations of the Borrower, will be a benefit to the Borrower. Section 2. The Issuer hereby approves and authorizes the borrowing of funds from the Lender in an amount not to exceed $2,400,000 and the making of the Loan in an amount not to exceed $2,400,000 for the purpose of refunding prior to maturity the Prior Bonds pursuant to the terms and provisions of the Loan Agreement. ...J Resolution No. 2000-001 Page 2 of4 '-' Section 3. The form of the Loan Agreement presented at this meeting is hereby approved and the Chair, Chair Pro Tem or Executive Director of the Issuer, and each of them, acting alone, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Loan Agreement, and the Secretary of the Issuer is authorized to attest thereto, with such changes and insertions therein as may be necessary to cause the same to carry out the intent of this Resolution and as are approved by counsel to the Issuer, such approval to be conclusively evidenced by the delivery thereof. Section 4. The form of the Escrow Agreement presented at this meeting is hereby approved and the Chair, Chair Pro Tem or Executive Director of the Issuer, and each of them, acting alone, is hereby authorized and empowered to execute by manual or facsimile signature the Escrow Agreement, and the Secretary of the Issuer is authorized to attest thereto, with such changes and insertions therein as may be necessary to cause the same to carry out the intent of this Resolution and as are approved by counsel to the Issuer, such approval to be conclusively evidenced by the delivery thereof. '"" Section 5. The form of the Tax Regulatory Agreement presented at this meeting is hereby approved and the Chair, Chair Pro Tem or Executive Director of the Issuer, and each of them, acting alone, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Tax Regulatory Agreement with such changes and insertions therein as may be necessary to cause the same to carry out the intent of this Resolution and as are approved by counsel to the Issuer, such approval to be conclusively evidenced by the delivery thereof. Section 6. Repayment of the principal of, premium, if any, and the interest on, the loan from the Lender to the Issuer shall be made solely from the revenues to be received by the Issuer from the Borrower pursuant to the Loan Agreement, and the loan from the Lender shall not be deemed to constitute a debt or liability of the State or any agency or instrumentality thereof other than the Issuer. The loan from the Lender to the Issuer and the Loan shall be payable on the dates and in the amounts and shall bear interest at the rate or rates set forth in the Loan Agreement. In no event shall the rate of interest on the loan from the Lender to the Issuer and the Loan exceed twelve percent (12%) per annum or the maximum rate permitted by law. Section 7. The Chair, Chair Pro Tem or Executive Director of the Issuer, and each of them, acting alone, is hereby authorized to execute all documents, certificates and instruments necessary or appropriate to the borrowing of funds from the Lender and the making of the Loan. All actions required to be undertaken by the Secretary of the Issuer that are necessary or appropriate to the borrowing of funds from the Lender and the making of the Loan may be undertaken by the Secretary's designee. Section 8. All actions heretofore taken by the officers and agents of the Issuer with respect to the borrowing of funds from the Lender and the Loan are hereby '"" approved, confirmed and ratified, and the officers of the Issuer and their authorized Resolution No. 2000-001 Page 30f4 Lender and to consummate the Loan and otherwise to effectuate the purposes of this Resolution. ""'" Section 9. This Resolution shall take effect from and after its adoption. ADOPTED this 19th day of June. 2000. ATTEST: ~ . fi5:- Mi A. pur 0 Chair ~uAt/fL 4. r/ til,.Pat ia E. Hea y tf Secretary of the Authority BOARDMEMBERS: Pulido Aye Lutz Aye Bist Aye Christy Ay" Franklin Aye McGuigan Aye Moreno Not APPROVED AS TO FORM: Joseph W. Fletcher, Authority Attorney ~ /el . !. an Authority Attorney .., / / Voting CERTIFICATE OF ORIGINALITY I, Patricia E. Healy, Secretary of the Industrial Development Authority, do hereby certify the attached IDA Resolution No. 2000-001 to be the original resolution adopted by the Industrial Development Authority board members on June 19. 2000. Date: 7 - 1/ - ;? 0 00 ~o~d (j. ~v A Sec ry ""'" Resolution No. 2000-001 Page 4 of4