HomeMy WebLinkAbout11/16/1988 - IDA RESOLUTIONS I
RESOLUTION NO. 001
A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY
' OF THE CITY OF PALM SPRINGS PROVIDING PRELIMINARY APPROVAL
OF THE ISSUANCE OF BONDS FOR THE PURPPOSE OF PROVIDING
FINANCING FOR CERTAIN MANUFACTURING FACILITIES
FOR BP HOLDINGS INC. (BIRD PRODUCTS CORPORATION)
RESOLVED, by the Industrial Development Authority of the City
of Palm Springs, California, as follows:
WHEREAS, the Industrial Development Authority of the City of Palm
Springs, hereinafter referred to as the "Authority" , is authorized
pursuant to the California Industrial Development Financing Act,
commencing with Section 91500 of the Government Code of the State of
California (the "Act") to issue and sell its bonds for the purpose
of providing financing for the acquisition and construction of
manufacturing facilities located within the area of operation of the
Authority;
WHEREAS, BP Holdings Inc. (Bird Products Corporation) , hereinafter
referred to as the "Application" with the Authority and requested the
Authority to issue and sell its bonds manufacturing facilities to be
located within the area of operation of the Authority, which facilities
are described in Exhibit "A" attached hereto and by this reference
incorporated herein (the "Project") , and the Authority wishes to induce
' the Corporation to acquire and construct the Project within the area
of operation of the Authority; and
WHEREAS, the Authority desires to accept the Corporation 's
Application; and
WHEREAS, the Authority may not issue bonds to finance the Project
until the Board of Directors makes certain determinations with respect
to public benefits and qualifications of the Project as required by
the Act and the California Debt Limit Allocation Committee ("CDLAC")
has provided to the authority pursuant to a request of the City of
Palm Springs (the "City") a portion of the Private Activity Bond Limit
of the State of California (the "State") ; and
WHEREAS, the Board of Directors has carefully considered and
discussed the information contained in the Application and other
information it deems necessary to make such determination; and
WHEREAS, it is in the public interest, for public benefit and
in furtherance of the public purposes of the Authority that the Board
of Directors provides preliminary approval of the issuance of bonds
for the aforesaid purposes;
NOW, THEREFORE, it is hereby FOUND, DETERMINED and ORDERED as follows:
1. The Industrial Development Authority of the City of Palm Springs
hereby preliminarily approves the issuance and sale of bonds of the
Authority pursuant to the Act in a principal amount of not to exceed
$9,500,000 for the purpose of providing) financing to the Corporation
for the acquisition and construction of the Project.
2. The Authority hereby determines that it will take all action '
necessary or advisable in connection with the issuance and sale of
the bonds and the execution of the financing agreements for the Project.
3. The bonds shall be special obligations of the Authority payable
solely from the trust estate to be defined in the indenture authorizing
the bonds, and shall not constitute an indebtedness of the Authority,
the City of Palm Springs or a loan of credit thereof within the meaning
of any constitutional or statutory provisions.
4. The issuance and sale of the bonds shall be upon such terms
and conditions as may be mutually agreed upon by the Authority, the
Corporation and the purchasers of the bonds and shall be subject to
completion of proceedings for issuance, sale and delivery of the bonds
by the Authority.
5. The proceeds of the bonds shall include such related and
necessary issuance costs, administrative expenses, debt service reserves
and interest payments as may be required to accomplish the financing
successfully.
6. The Board of Directors hereby finds that the issuance of
the bonds as described herein is a substantial inducement to the
Corporation to acquire and construct the Project within the area of
operation of the Authority and that the Project will further the public '
purpose of the Authority.
7. The Board of Directors hereby finds and determines:
(a) That the use of the Project for an industrial manufacturing
facility is in accordance with Section 91503(a) of the Act;
(b) That the use of the Project is likely to produce employment
benefits securing or increasing the '.number of employees of the
Corporation as more particularly set forth in the Application;
(c) That the issuance of revenue ,bonds by the Authority in an
amount not to exceed $9,500,000 to 'finance the construction and
development of the Project (the "Bonds")j is likely to be a substantial
factor in the accrual of each of the 'public benefits resulting from
the use of the Project as propposed in the Application; and
(d) That the proposed financing is otherwise in accord with the
purposes and requirements of the Act.
8. The Secretary of the Authority is hereby authorized and directed
to cause to be published one time in a newspaper of general circulation
in the City of Palm Springs, a notice in substantially the form presented
at this meeting, naming the Corporation, stating the estimated bond
issue, describing the Project in general terms and stating that the '
Application for financing has been approved by the Authority.
9. The Secretary of the Authority is hereby authorized and directed
to cause the City of Palm Springs as the elected body of the Authority
to hold a public hearing at the earliest practical date to approve
the issuance of the Bonds by the Authority as required by federal law.
10. The Executive Director and Secretary are hereby authorized
and directed to cause the City of Palm Springs pursuant to Section
8869.80 et seq of the Government Code of the State of California (the
"State Bond Act") and the rules and procedures of the California Debi
Limit Allocation Committee ("CDLAC") to make an application on behalf
of the Authority to the CDLAC to obtain a portion of the Private Activity
Bond Limit Allocation of the State of California.
I, the undersigned Secretary of the Industrial Development Authority
of the City of Palm Springs, hereby certify that the foregoing is a
full and correct copy of Resolution No. 001duly adopted by the Board
of Directors of the Authority at a meeting thereof on the 16 day of
November ,19 8$by the following vote of the directors thereof:
AYES, and in favor thereof: Directors Apfelbaum, Broich, Foster, Neel
NOES: Directors None
ABSENT: Directors Bono
Chairman �� —�g� ' Secretary
AS
EXHIBIT A
DESCRIPTION OF PROJECT
An approximately 100,000 square foot industrial manufacturing facility
situated on approximately 20 acres, including necessary landscaping
and off-site improvements. The Project will be located on Gene Autrey
Trail south of Vista Chino in the City of Palm Springs, California
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RESOLUTION NC. 002
OF THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF PALM SPRINGS, CALIFORNIA,
ADOPTING BYLAWS.
WHEREAS the City Council of the City of Palm Springs, California, has
activated the Industrial Development Authority of the City of Palm Springs
pursuant to the provisions of the California Industrial Development Financing
Act (California Government Code Section 91500 et seg. ) ; and
WHEREAS California Government Code Section 91526 authorizes the Authority
to adopt Bylaws dictating the procedures for the Authority.
NOW THEREFORE the Industrial Development Authority of the City of Palm
Springs, California, does hereby resolve that the Bylaws on file in the
office of the City Clerk are hereby adopted as the official Bylaws for the
Industrial Development Authority of the City of Palm Springs.
ADOPTED this 4th — day of January- 1989.
AYES: Councilmembers Apfelbaum, Broich, Foster, Neel and Mayor Bono
NOES: None
ABSENT: None
' ATTEST: INDUSTRIAL DEVELOPMENT AUTHORITY
CITY OF PALM SPRINGS, CALIFO�RIJIA
T7,_T 8
By
Secretary Chairman
REVIEWED AND APPROVED:_
I'
RESOLUTION NO. 003
A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF PALM SPRINGS AUTHORIZING THE
ISSUANCE AND SALE OF ITS CALIFORNIA VARIABLE RATE
DEMAND REVENUE BONDS (BP HOUSING, INC. PROJECT) ,
1989 SERIES A IN A PRINCIPAL AMOUNT NOT TO EXCEED
$10, 000,000, APPROVING RELATED DOCUMENTS,
AGREEMENTS AND ACTIONS, AND 'AUTHORIZING EXECUTION
OF THE SAME.
(BP HOLDINGS, INC. PROJECT)
WHEREAS, the Industrial Development Authority of the
City of Palm Springs (the "Authority") is authorized and
empowered, by virtue of the California Industrial Development
Financing Act, being Title 10 of the California Government Code
(the "Act" ) , to adopt this Resolution and to carry out its
provisions; and
WHEREAS, the Authority has, indicated its intent to
issue its industrial development bonds to provide financing for
the costs of constructing certain manufacturing facilities for
BP Holdings, Inc. (the "Borrower") to be located in the City of
Palm Springs (the "Project") ; and
WHEREAS, the Project constitutes "facilities" and the
Borrower is a "Company" within the 'meaning of the Act; and
WHEREAS, final approval of the terms of the sale of
such bonds in a principal amount not to exceed $10, 000, 000 is
now sought; and
WHEREAS, prior to the issuance of the Bonds, the
Authority will elect to have the $10, 000, 000 limitation of
Section 144 (a) (4) of the Internal Revenue Code of 1986, as
amended, apply; and
WHEREAS, the Board of Directors of the Authority and
the City Council of the City of Palm Springs have made all
necessary findings and determinations and given all necessary
' approvals as required by the Act preliminary to the adoption of
this resolution;
NOW, THEREFORE, BE IT RESOLVED, by the Industrial
Development Authority of the City of Palm Springs, as follows :
SECTION 1. The recitals set forth hereinabove are true
and correct in all respects, and all actions theretofore taken
by or at the direction of the Authority and its officers
directed toward the sale and issuance of the Bonds are hereby
approved and ratified.
SECTION 2 . Pursuant to the Act, industrial development
bonds of the Authority, designated as the "Industrial
Development Authority of The City of Palm Springs, California
Variable Rate Demand Revenue Bonds (BP Holdings, Inc. Project)
' 1989 Series A" (the "Bonds" ) , (or such other designation
acceptable to Nossaman, Guthner, Knox & Elliott ("Bond Counsel")
and counsel to the Authority) , in the aggregate principal amount
not to exceed $10, 000, 000 are hereby authorized to be issued.
SECTION 3 . The proper officers of the Authority are
hereby authorized to sell the Bonds at any time within one
hundred eighty (180) days after receipt of a certified copy of
this Resolution, at private sale, in such final principal amount
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not to exceed $10,000, 000, at such price, not less than 95% of
the par value thereof, and at such interest rate or rates, not
to exceed the maximum rate from time-to-time allowed by law
(presently 12% per annum) , as such officers, with the consent of '
the Borrower, may determine, and upon such other terms and
conditions as such officers, with the approval of the Borrower,
may determine.
SECTION 4 . The proposed form of Loan Agreement between
the Authority and the Borrower for the Bonds, as presented to
this meeting and on file in the office of the Secretary, is
hereby approved. The Chairman.. (or his designated
representative) and the Secretary are hereby authorized, for and
on behalf of and in the name of the ,Authority, to execute and
deliver the Loan Agreement in substantially the form presented
to this meeting, with such changes therein as the officers
executing the same, with the advice of Bond Counsel and the
Counsel to the Authority, may require or approve, such approval '
to be conclusively evidenced by the execution and delivery
thereof.
SECTION 5 . The proposed form of Trust Indenture
between the Authority and a trustee acceptable to the Authority,
as presented to this meeting and on, file in the office of the
Secretary, is hereby approved. The' Chairman (or his designated
representative) and the Secretary are hereby authorized, for and
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0964e/LA2/4-26-89
on behalf of and in the name of the Authority, to execute and
deliver the Trust Indenture in substantially the form presented
to this meeting, with such changes therein as the officers
' executing the same, with the advice of Bond Counsel and Counsel
to the Authority, may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof .
The date, maturity dates, interest payment dates, denominations,
forms, registration privileges, place or places of payment,
terms of redemption and other terms of the Bonds shall be as
provided in such Trust Indenture, as finally executed.
SECTION 6. The proposed form of Remarketing Agreement
between the Authority and Drenel Burnham Lambert, Inc. , as
Remarketing Agent, as presented to this meeting and on file in
the office of the Secretary, is hereby approved. The Chairman
and the Secretary are hereby authorized, for and on behalf of
and in the name of the Authority, to execute and deliver to the
' Remarketing Agent the Remarketing Agreement in substantially the
form presented to this meeting, with such changes therein as the
officers executing the same, with the advice of Bond Counsel and
Counsel to the Authority, may require or approve, such approval
to be conclusively evidenced by the execution and delivery
thereof .
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0964e/LA2/4-26-89
SECTION 7 . The proposed form of Purchase Contract
between the Authority and Drexel Burnham Lambert, Inc. , as
Underwriter, as presented to this meeting and on file in the
office of the Secretary, is hereby approved. The Chairman (or '
his designated representative) and the Secretary are hereby
authorized, for and on behalf of and in the name of the
Authority, to execute and deliver to the Underwriter the
Purchase Contract in substantially the form presented to this
meeting, with such changes therein as the officers executing the
same, with the advice of Bond Counsel and Counsel to the
Authority, may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof .
SECTION 8 . The proposed form of Preliminary Official
Statement to be executed by the Authority and the Borrower, as
presented to this meeting and on file in the office of the
Secretary, is hereby approved. The ' Chairman (or his designated
representative) is hereby authorized, for and on behalf of the '
Authority, to execute and deliver to the Underwriter the final
Official Statement in substantially the form presented to this
meeting, with such changes therein as the officers executing the
same, with the advice of Bond. Counsel and Counsel to the
Authority, may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof .
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0964e/LA2/4-26-89
SECTION 9 . The Chairman and the Secretary are hereby
authorized to execute the Bonds, for and on behalf of and in the
name of the Authority and under its seal, in the principal
' amount approved hereby in accordance with said Trust Indenture
and in the forms set forth therein.
SECTION 10 . None of the Bonds shall be deemed to
constitute a debt or liability of the State of California (the
"State") or any public agency, or a pledge of the faith and
credit of the State or any public agency, but shall be payable
solely from the funds provided therefor in the Trust Indenture.
The issuance of Bonds shall not directly or indirectly or
contingently obligate the State or any public agency to levy or
to pledge any form of taxation whatsoever therefor or to make
any appropriation for their payment. Neither the faith and
credit nor the taxing power of the State or the City of Palm
Springs is pledged to the payment of the principal of, premium,
' if any, or interest on any Bond, nor is the State or City of
Palm Springs in any manner obligated to make any appropriation
for payment. Neither the members of governing bodies or of the
Authority or the City of Palm Springs nor any persons executing
the Bonds shall in any event be subject to any personal
liability or accountability by reason of the issuance of the
Bonds . The Bonds shall be only a special obligation of the
Authority as provided in the Act and the Authority shall under
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no circumstances be obligated to pay Bonds or Project costs
(other than administration expenses) ; except from revenues and
other funds received under the Loan Agreement for such purposes ,
nor to pay administration expenses except from funds received
under the Loan Agreement for such purposes or from funds which
are made available as otherwise authorized by the proceeding or
by law. All Bonds shall contain on the face thereof a statement
of their special obligation nature.
SECTION 11. The officers of the Authority and their
authorized deputies and agents are hereby authorized, jointly
and severally, to do any and all things and to execute and
deliver any and all certificates and other documents which they
or Bond Counsel may deem necessary or advisable in order to
consummate the issuance, sale and delivery of the Bonds and
otherwise to effectuate the purposelof this resolution.
SECTION 12 . The appointment of Nossaman, Guthner, Knox
& Elliott as Bond Counsel in accordance with the terms and '
provisions of the Letter Proposal on file in the office of the
Secretary is hereby approved.
SECTION 13 . The provisions of this Resolution
notwithstanding, the Bonds shall not be issued by the Authority
until the California Industrial Development Financing Advisory
Commission ( "CIDFAC") has approved the Project and the sale of
the Bonds as provided for in the Act .
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SECTION 14 . This Resolution shall take effect
immediately upon its passage.
' ADOPTED this 17th day of May 1989
AYES: Authority Members Broich, Foster, Neel and Vice-Chairman Apfelbaum
NOES: None
ABSENT: Chairman Bono
ATTEST: INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF PALM SPRINGS,
CALIFORNIA
As-s-istant Secretary 5nafrman t
REVIEWED AND APPROVED:
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RESOLUTION NO. 004
OF THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF PALM SPRINGS, CALIFORNIA, '
APPROVING AGREEMENT SUBSTITUTING PAINE
WEBBER AS THE REMARKETING AGENT FOR
THE AUTHORITY' S $6,000,000 VARIABLE
RATE DEMAND REDEVELOPMENT BONDS 1989
SERIES A (BP HOLDINGS, INC. ) .
WHEREAS on May 17, 1989, by Resolution No. 3, the Industrial Development
Authority of the City of Palm Springs approved the issuance of $6,000,000
in Industrial Development Bonds for BP Holdings , Inc. ; and
WHEREAS as part of that issuance, the Industrial Development Authority
approved a remarketing agreement with Drexel Burnham Lambert, Inc. ; and
WHEREAS Drexel Burnham Lambert, Inc. has recently gone out of business ,
requiring the Authority to enter into an agreement with a new firm.
NOW THEREFORE be it resolved that the 'Industrial Development Authority of
the City of Palm Springs hereby approves ' a remarketing agreement substituting
Paine Webber as the remarketing agent in regards to the Authority' s $6,000,000
Variable Rate Demand Redevelopment Bonds 1989 Series A (BP Holdings, Inc.
project) , all other terms and conditions of the agreement remain the same
(said agreement is on file in the office of the City Clerk) . ,
ADOPTED this 18th day of April 1990.
AYES: Members Broich, Hodges, Murawski ; Neel and Director Bono
NOES: None
ABSENT: None
ATTEST: INDUSTRIAL DEVELOPMENT AUTHORITY
CITY OF PALM SPRINGS, CALIFORNIA
By
Assistant Secretary Xhailman
REVIEWED AND APPROVED:_ �_
RESOLUTION NO. 005
OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE CITY OF PALM SPRINGS, CALIFORNIA, AMENDING
SECTION 201 OF ITS BYLAWS.
' WHEREAS the City Council of the City of Palm Springs, California, has
activated the Industrial Development Authority of the City of Palm Springs
pursuant to the provisions of the California Industrial Development Financing
Act (California Government Code Section 91500 et seg. ) ; and
WHEREAS California Government Code Section 9526 authorizes the Authority
to amend Bylaws dictating the procedures for the Authority; and
WHEREAS it is desirable to amend Section 201, paragraph 2 designating the
Mayor and Mayor Pro Tem as Chairman and Vice Chairman respectively; and
WHEREAS the change in designation of Chairman and Vice Chairman necessitates
the deletion of the second sentence in paragraph 1 of Section 202 Terms
of Officers.
NOW, THEREFORE the Industrial Development Authority of the City of Palm
Springs, California, does hereby amend the official Bylaws, as on file in
the office of the City Clerk, as follows:
"201. Designation of Officers.
The officers . . . . . .
The Chairman and Vice Chairman shall be the Mayor and Mayor Pro Tem
respectively. The City Manager of the City shall serve as Executive Director
and the Assistant City Manager of the City shall serve as the Deputy Executive
Director, the City Clerk of the City shall serve as the Secretary, The Deputy
Clerk of the City shall serve as Deputy Secretary, the Treasurer of the
City shall serve as the Treasurer and the Deputy Treasurer of the City shall
serve as Deputy Treasurer. "
ADOPTED this _Fab day of July , 1990
AYES: Authority members Broich, Hodges, Murawski , Neel and Chairman Bono
NOES None
ABSENT: None j
ATTEST: INDUSTRIAL DEVELOPMENT AUTHORITY
CITY OF PALM SPRINGS, CALIFORNIA
By
Secretary Chairman
REVIEWED AND APPROVED: � —
RESOLUTION NO. 006
OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE
CITY OF PALM SPRINGS, CALIFORNIA, APPROVING
THE SALE OF TWO ACRES OF VACANT LAND OWNED BY
BIRD MEDICAL TECHNOLOGIES,; INC. TO D.T. PALM
SPRINGS INTER-CONTINENTAL GOLF CENTER
ENTERPRISES LTD. (PALM SPRINGS CLASSIC) .
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WHEREAS, a Loan Agreement dated April 1, 1989 by and between the
Industrial Development Authority of the City of Palm Springs and BP
Holdings, Inc. (Company) authorizes issuance of revenue bonds and
lending of proceeds from the sale of the bonds to the Company to
enable it to acquire, construct land/or rehabilitate certain
facilities located within the City,; more particularly the Bird
Corporation headquarters facility; and
WHEREAS, Article V, Section 6. 9, Assignment, Sale or Lease of
Project, requires Company to request written consent from the
Authority to sell, transfer or convey title to the project or any
portion thereof or interest therein;, and
WHEREAS, the two acres proposed for sale are part of a vacant ten-
acre site owned by Bird Medical Technologies.
NOW, THEREFORE, BE IT RESOLVED by the Industrial Development
Authority of the City of Palm Springs: that the sale and transfer of
two acres of vacant owned by Bird Medical Technologies, Inc.
(formerly BP Holdings Inc. ) to D.T. Palm Springs Inter-Continental
Golf Center Enterprises Ltd. be approved. ,
ADOPTED this 15th day of September ,, 1993 .
AYES: Members Hodges. Lyons, Schlendorf';and Vice-Chairman Reller-Spurgin
NOES: None
ABSENT: Chairman Maryanov
ATTEST: INDUSTRIAL DEVELOPMENT AUTHORITY
CITY„O,F PALM SPRINGS, CALIFORNIA
By )_ ��1 L /
Secretary Chair an
REVIEWED & APPROVED (h9<}�