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HomeMy WebLinkAbout2000-003 "'" IDA RESOLUTION NO. 2000-003 A 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, D.F. STAUFFER BISCUIT COMPANY, INC. AND/OR LAGUNA COOKIE COMPANY, 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 $12,000,000 FOR THE PURPOSE OF FINANCING THE ACQUISITION, CONSTRUCTION, INSTALLATION AND EQUIPPING OF CERTAIN PROPERTY AND FACILITIES FOR THE BENEFIT OF D.F. STAUFFER BISCUIT COMPANY, INC. AND/OR LAGUNA COOKIE COMPANY, INC., PROVIDING THE TERMS AND CONDITIONS FOR SUCH LOAN AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS HEREIN SPECIFIED "'" BE IT RESOLVED by the Board of Directors of the Industrial Development Authority of the City of Santa Ana: Section 1: The Board hereby finds, determines and declares as follows: A. The California Industrial Development Financing Act, California Government Code Section 91500 at saq., as amended and supplemented (the "Act"), permits an industrial development authority to issue revenue bonds for the purpose of financing 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, as well as for commercial activities within an empowerment zone and enterprise community designated pursuant to section 1391 of the Internal Revenue Code of 1986, as amended (the "Code"). B. The Industrial Development Authority of the City of Santa Ana (the "Authority") is authorized pursuant to the provisions of the Act to exercise powers of acquiring, constructing, improving, furnishing, equipping, repairing, reconstructing and/or rehabilitating facilities and to enter into agreements for the same. "'" IDA Resolution No. 2000-003 Page 1 of 5 C. D.F. Stauffer Biscuit Company, Inc. and Laguna Cookie Company, Inc. (collectively, the "Applicant") have submitted, and the Board of Directors of the ""'" Authority has accepted, an application requesting the Authority to enter into a loan agreement (the "Loan Agreement") with GE Capital Public Finance, Inc. (the "Lender") and Laguna Cookie Company, Inc. (the "Borrower") pursuant to which the Lender will loan the Authority an amount not to exceed Twelve Million Dollars ($12,000,000.00) which the Authority will in turn loan to the Borrower (the "Loan") for the purpose of financing the (1) construction of certain improvements to the real property located at 4661 Garry Avenue, Santa Ana, Califomia (the "Project Site"), (2) acquisition and installation of equipment at the Project Site and (3) payment of capitalized interest and certain costs of issuance in connection with the execution and delivery of the Loan Agreement, constituting a project under the Act (hereafter collectively referred to as the "Project"). D. The Project is located within the Santa Ana Federal Empowerment Zone, designated pursuant to the Taxpayers Relief Act of 1997. E. The Project will be used by the Borrower for production and distribution of various baked cookie and cracker products or for other purposes permitted by Section 1394 of the Code. F. The Authority may not enter into the Loan Agreement and borrow the funds from the Lender and make the Loan to the Borrower to finance the Project until the Board of Directors of the Authority makes certain determinations with respect to ""'" the public benefits and qualification of the Project as required by the Act. G. The Project constitutes "Facilities" within the meaning of the Act and the Borrower is a "Company" within the meaning of the Act. H Pursuant to section 91531 of the Act, the California Industrial Development Financing Advisory Commission ("CIDFAC") is required to make certain findings and determinations and give all necessary approvals as required by the Act prior to the execution and delivery of the Loan Agreement and the completion of the Loan. I. The Authority and the Borrower have submitted all necessary information to CIDFAC in order to permit CIDFAC to make its findings and determinations and give its approval at its meeting to be held on July 19, 2000. J. There has been presented to this meeting and is now on file with the Secretary of the Authority the following: (1) a proposed form of the Loan Agreement (the "Loan Agreement"), to be entered into by and among the Authority, the Borrower and the Lender; (2) a proposed form of the Escrow Agreement (the "Escrow Agreement"), to be entered into by and among the Authority, the Borrower, """ IDA Resolution No. 2000-003 Page 2 of 5 '- the Lender and a third-party escrow agent; (3) a proposed form of the Tax Regulatory Agreement and Arbitrage Certificate (the "Tax Regulatory Agreement"), to be entered into by and between the Authority and the Borrower; and (4) a proposed form of the Empowerment Zone Facility Bond Compliance Agreement (the "Compliance Agreement"), to be entered into by and among the Authority, the Borrower and the City of Santa Ana (the "City"). Section 2. Being fully informed and following the hearing on this matter, the Board of Directors of the Authority hereby further finds, determines and declares: A That the use of the Project for the production and distribution of baked cookies and crackers is in accord with Section 91503 of the Act. B. That the use of the Project is likely to result in employment benefits by securing or increasing the number of employees of the Borrower and any other direct users of the Project or the compensation for such employment. '-' C. That the execution and delivery of the Loan Agreement, the borrowing of amounts from the Lender and the Loan to the Borrower in the amount sufficient to finance all or a portion of the cost of the Project is likely to be a substantial factor in the accrual of each of such public benefits from the use of the Project. D. That the proposed financing of the Project is otherwise in accord with the purposes and requirements of the Act. Section 3. Subject to the receipt of final approval of the Project from CIDFAC, the Authority hereby approves and authorizes the borrowing of funds from the Lender in an amount not to exceed Twelve Million Dollars ($12,000,000.00) and the making of the Loan in an amount not to exceed Twelve Million Dollars ($12,000,000.00) for the purpose of financing all or a portion of the cost of the Project pursuant to the terms and provisions of the Loan Agreement. Section 4. Subject to approval as to form of the Authority Attorney, the Chairman, Vice Chairman or Executive Director of the Authority, 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 Authority 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 Authority, such approval to be conclusively evidenced by the delivery thereof. '- IDA Resolution No. 2000-003 Page 3 of 5 Section 5. Subject to approval as to form by the Authority Attomey, the Chairman, Vice Chairman or Executive Director of the Authority, 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 Authority 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 Authority, such approval to be conclusively evidenced by the delivery thereof. Section 6. Subject to approval as to form by the Authority Attorney, the Chairman, Vice Chairman or Executive Director of the Authority, and each of them, acting alone, is hereby authorized and empowered to execute by manual or facsimile signature the Compliance Agreement, and the Secretary of the Authority 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 Authority, such approval to be conclusively evidenced by the delivery thereof. Section 7 Subject to approval as to form by the Authority Attorney, the Chairman, Vice Chairman or Executive Director of the Authority, and each of them, acting alone, is hereby authorized and empowered to execute by manual or facsimile signature the Tax Regulatory Agreement, and the Secretary of the Authority 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 Authority, such approval to be conclusively evidenced by ""'" the delivery thereof. Section 8 The execution and delivery of the Loan Agreement, the Escrow Agreement, the Compliance Agreement and the Tax Regulatory Agreement by the Authority shall be subject to the receipt by the Authority of CIDFAC's approval of the Project in accordance with the Act. Section 9 Repayment of the principal of, premium, if any, and the interest on, the loan from the Lender to the Authority shall be made solely from the revenues to be received by the Authority 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 Authority. The loan from the Lender to the Authority 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 Authority and the Loan exceed twelve percent (12%) per annum or the maximum rate permitted by law. Section 10. Subject to approval as to form by the Authority Attorney, the Chairman, Vice Chairman or Executive Director of the Authority, and each of them, acting alone, is hereby authorized to execute all documents, certificates and instruments necessary or appropriate to this transaction and the borrowing of moneys from the Lender and Loan to the Borrower. ""'" IDA Resolution No. 2000-003 Page 4 of 5 '"" Section 11. All actions heretofore taken by the officers and agents of the Authority with respect to the execution and delivery of the documents set forth herein, the borrowing of moneys from the Lender and the Loan to the Borrower are hereby approved, confirmed and ratified, and the officers of the Authority and their authorized designees, deputies and agents are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all certificates and documents which they or special counsel may deem necessary or advisable in order to consummate the transactions contemplated herein and otherwise to effectuate the purposes of this Resolution. Section 12. This Resolution shall take effect from and after its adoption. ADOPTED this 1ih day of Julv , 2000. ATTEST: ), ,. iY c;,Cd/~C Patricia E. Healy Secretary of the Authority '"" BOARDMEMBERS: APPROVED AS TO FORM: Joseph W. Fletcher, Authority Attorney Pulido Lutz Bist Christy Franklin McGuigan Moreno :n.h~Pl1t- Aye Aye Aye Aye Aye Not Voting CERTIFICATE OF ORIGINALITY I, PATRICIA E. HEALY, Secretary of the Authority, do hereby certify the attached IDA Resolution No. 2000-003 to be the original resolution adopted by the Industrial Development Authority of the City of Santa Ana on Julv 17. 2000. '- Date: 7- /9-00 " ~., {~~~ Secretary of the Authority IDA Resolution No. 2000-003 Page 5 of 5