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HomeMy WebLinkAboutResolutions - No. IDA-7RESOLUTION NO. IDA- 7 A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF LODI AUTHORIZING THE ISSUANCE OF $5,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE BONDS, 1986 SERIES A (MINTON COMPANY PROJECT) RESOLUTION OF APPROVAL - MINTON COMPANY WHEREAS, on September 18, 1985, the Industrial Development Authority of the City of Lodi (the "Authority") adopted its Resolution No. IDA -5 declaring its intention to issue its Variable Rate Demand Industrial Development Revenue Bonds to finance a project for Minton Company, a California corporation (the "Company"), in the City of Lodi, California for the purposes of the acquisition of land and the construction of a facility to encompass manufacturing, warehousing and regional sales/administration operations for the Company (the "Project"); and WHEREAS, Resolution No. IDA -5 is in full force and effect; and WHEREAS, the Authority is authorized pursuant to Resolution No. IDA -5 to issue its Variable Rate Demand Industrial Development Revenue Bonds for the project specified TC1-C 1 therein in an aggregate principal amount not to exceed $5,000,000; and WHEREAS, there have been presented to this Authority the following documents: 1. Proposed form of Indenture of Trust dated as of November 1, 1986, between the Authority and First Interstate Bank, as Trustee (the "Indenture"), providing for the issuance of $5,000,000 aggregate principal amount of the Authority's Variable Rate Demand Industrial Development Revenue Bonds, 1986 Series A (Minton Company Project) (the "Bonds"); and 2. Proposed form of Loan Agreement dated as of November 1, 1986, by and between the Authority and the Company (the "Loan Agreement"); and 3. Proposed form of Remarketing Agreement dated as of November 1, 1986, by and among Bank of America NT & SA, as Remarketing Agent, the Company and the Authority (the "Remarketing Agreement"); and 4. Proposed form of Placement Agency Agreement dated as of November 13, 1986, by and among the Authority, Bank of America NT&SA, through its Capital Markets Group, and the Company (the "Placement Agency Agreement"); and TC1-C 2 5. Proposed form of Private Placement Memorandum approved by the Company (the "Placement Memorandum"). NOW, THEREFORE, BE IT RESOLVED that: SECTION 1. The Authority does hereby create an issue of its Variable Rate Demand Industrial Development Revenue Bonds, 1986 Series A (Minton Company Project), in an aggregate principal amount of $5,000,000 and resolves that the Bonds shall be issued under, executed in accordance with and secured by the Indenture. SECTION 2. The interest rate to be paid on the Bonds shall be established pursuant to the terms of the Indenture. SECTION 3. The form, terms and provisions of the Indenture are hereby approved, and the Chairperson of the Authority is hereby authorized and directed on behalf of the Authority and in its name to execute, attest and deliver to the Trustee the Indenture in substantially the form presented to and considered at this meeting of the Authority, with such changes therein, however, as may be approved by the officer executing the same, such approval to be conclusively evidenced by his execution thereof. SECTION 4. The form, terms and provisions of the Loan Agreement are hereby approved, and the Chairperson of the Authority is authorized and empowered to execute and deliver TC1-C 3 the Loan Agreement in substantially the form presented and considered at this meeting of the Authority, with such changes therein, however, as may be approved by the officer executing the same, such approval to be conclusively evidenced by his execution thereof. SECTION 5. The form, terms and provisions of the Remarketing Agreement of Trust are hereby approved, and the Chairperson of the Authority is hereby authorized and directed on behalf of the Authority and in its name to execute, attest and deliver to the Trustee the Remarketing Agreement in substantially the form presented to and considered at this meeting of the Authority, with such changes therein, however, as may be approved by the officer executing the same, such approval to be conclusively evidenced by his execution thereof. SECTION 6. The form, terms and provisions of the Placement Agency Agreement are hereby approved, and the Chairperson of the Authority is authorized and empowered to execute and deliver the Placement Agency Agreement in substantially the form presented and considered at this meeting of the Authority, with such changes therein, however, as may be approved by the officer executing the same, such approval to be conclusively evidenced by his execution thereof. SECTION 7. The form, terms and provisions of the Private Placement Memorandum are hereby approved, and the TC1-C 4 Chairperson of the Authority is hereby authorized and directed on behalf of the Authority and in its name to approve the Private Placement Memorandum in substantially the form presented to and considered at this meeting of the Authority, with such changes therein, however, as may be approved by the officer approving the same. SECTION 8. The Chairperson and the Secretary are each authorized and directed, on behalf of the Authority, to execute, attest, certify and deliver such additional documents, instruments and certificates as may be necessary or advisable in order to consummate the transactions contemplated by the foregoing documents, all upon the recommendation and advice of Bond Counsel. SECTION 9. The Authority hereby designates the Bonds to receive the private activity bond limit it received from the California Debt Limit Allocation Committee on October 29, 1986. SECTION 10. The Authority hereby elects to have the Bonds constitute a "qualified tax-exempt obligation" in accordance with Section 902(b)(3)(B)(ii) of the Code, inasmuch as the Authority intends to issue less than $10,000,000 aggregate principal amount of such tax-exempt obligations during calendar year 1986. SECTION 11. The Authority hereby elects to have the $10 million limit provided for in Section 144(a)(4) of the Code apply to the Bonds. SECTION 12. This Resolution shall take effect immediately upon the action of.the California Industrial Development Financing Advisory Commission approving the Project to be financed with the Bonds. PASSED AND ADOPTED this 5th day of November , 1986, by the Industrial Development Authority of the City of Lodi, California, by the following vote: Ayes: Olson, 'Reid, Hinchman, Pinkerton, and Snider (Chaim) Noes: None Abstentions: None J N RANDY SNIDER, Chairperson of the Industrial Development Authority of the City of Lodi ATTEST: ALICE M. REIMCHE, Secretary of the Industrial Development Authority of the City of Lodi TC1-C 6