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HomeMy WebLinkAboutMINUTES - 04171984 - 1.43 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Order on April 17, 1984 , by the following vote: AYES: Supervisors Powers, Fa.hden, McPeak and Torlakson NOES: None ABSENT: Supervisor Schroder ABSTAIN: None RESOLUTION NO. 84/242 SUBJECT: Making determinations with respect to the financing of facilities for Feralloy Corporation and authorizing execution of a preliminary agreement. WHEREAS Feralloy Corporation (the "Applicant" ) , a Delaware corporation, desires to acquire and install certain equipment for use at its steel processing plant (the "Facility" ) ; and WHEREAS the Applicant is willing to locate such Facility within the jurisdiction of the Industrial Development Authority of the County of Contra Costa (the "Authority" ) if the Authority will issue its revenue bondsto finance such Facility pursuant to the California Industrial Development Financing Act, being Title 10 of the California Government Code, as supplemented and amended (the "Act" ) ; and WHEREAS the Applicant has submitted, and this Board of Directors has accepted, an application requesting financing for such Facility; and WHEREAS the Authority may not issue bonds to finance such Facility until this Board of Directors makes certain determinations with respect to public benefits and qualification of the Facility as required by the Act; and WHEREAS this Board of Directors has carefully considered and discussed the information contained in such application and other information, necessary to make such determinations; and WHEREAS this Board of Directors desires to induce the Applicant to commence acquisition of the Facility at the earliest possible time so as to produce the public benefits set forth herein; 00 104 NOW, THEREFORE, the Board of Supervisors of Contra Costa County, sitting as the Board of Directors of the Industrial Development Authority of the County Contra Costa, does hereby RESOLVE as follows: Section 1 . This 'Board of Directors hereby finds and determines: (a) That the use of the Facility at a steel processing plant is in accord with Section 91503 of the Act; (b) That the use of the Facility is likely to produce employment benefits by securing and increasing the number of employees of the Applicant and the compensation for such employment; (c) That the issuance of revenue bonds by the Authority in an amount sufficient to finance the Facility, which is now estimated to be approximately $2, 000;000, is likely to be a substantial factor in the accrual of each of such public benefits from the use of the Facility; and (d) That the proposed financing is otherwise in accord with the purposes and requirements of the Act. Section 2 . It is the present intent of the Authority to issue, at one time or from time to time, bonds in the amount described in Section 1. Section 3 . In order to set forth more fully the obligations of the Applicant and the Authority in connection with the issuance of such bonds, the Chairperson is hereby authorized to execute and deliver, in the name and on behalf of the Authority, a Preliminary Agreement between the Authority 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 Board of Supervisors of the County of Contra Costa a copy of the application from the Applicant accepted by this Board of Directors, as such application is amended or supplemented to the date of such certification and 00 o" filing. Section 5. 'The Secretary is hereby authorized and directed to cause to be published one time in a newspaper of general circulation in the County of Contra Costa a notice in substantially the form before this meeting, naming the Applicant, stating the estimated maximum bond issue, briefly describing the Facility, summarizing the proposed financing, and stating that an application for such financing has been accepted by the Authority. Section 6. It: is the purpose and intent of the Authority that this resolution constitute official action toward the issuance of obligations by the Authority 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 7. This Resolution shall take effect immediately upon its passage. 1 bmby certffy that thu is a tore end correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: � ;AZ Z7 /9861 J.R. OLSSON, COUNTY CLERIC and ex officio Clerk of the Board By G .OepUty cc: County Counsel County Administrator Director of Planning Treasurer-Tax Collector County Clerk-Recorder 00 106 RESOLUTION NO. 84/242 STATE OF CALIFORNIA ) COUNTY OF CONTRA COSTA ) CERTIFICATE I , the undersigned, the duly appointed, qualified and acting Secretary of the Industrial Development Authority of the County of Contra Costa, do hereby certify that attached hereto is a true, complete and correct copy of Resolution No.84/242 adopted at a duly called meeting of the Board of Directors of said Authority held in accordance with law on April 17, 1984, at which meeting a quorum was present and acting throughout, all as appears in the records of the Board of Directors of said Authority in my custody as Secretary of the Authority. IN WITNESS WHEREOF, I have hereunto subscribed my name this 17th day of _April 1984. J. R. OLSSON Secretary Industrial Development Authority of the County of Contra Costa BY Deputy 5 00 1017 2059p PRELIMINARY AGREEMENT THIS PRELIMINARY AGREEMENT is between the` Industrial Development Authority of the County of Contra Costa (the "Authority" ) , a public, corporate instrumentality of the State of California, and Feralloy Corporation (the "Applicant" ) , a Delaware corporation. 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in this Agreement are the following: (a) The Authority is authorized pursuant to the provisions of the California Industrial Development Financing Act, being Title 10 of the California Government Code, as supplemented and amended (the "Act" ) , to issue its revenue bonds to finance certain facilities. (b) The Applicant intends to acquire and install certain equipment for use at its .steel processing plant (the "Facility" ) , located within the jurisdiction of the Authority. The cost of the Facility, including financing and incidental costs, is expected to be approximately $2, 000,000, and the Facility is further described in Exhibit A attached hereto. The Applicant has requested that the Authority assist the Applicant in defraying all or a portion of the cost of the Facility by issuing its revenue bonds in an amount not to exceed $2, 000, 000. (c) The Authority has determined that the use of the Facility is in accord with the Act and that the proposed financing will produce public benefits as contemplated by the Act. (d) The Applicant intends to enter into an agreement with the Authority in which it would use the County Private Industry Council as the resource for the recruitment, referral and placement of employment opportunities resulting from the financing of the Facility. (e) The revenue bonds of the Authority shall be special obligations of the Authority payable solely out of the revenues and receipts derived with respect to the Facility; and the Facility 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 California or the County of Contra Costa to pay any amounts due on such bonds, and such bonds shall not constitute . a debt or liability of such State or such County. 00 108 (f) 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 Authority will issue and sell its revenue bonds in an amount sufficient to finance the Facility, or such portion thereof as shall be determined by the Applicant and the Authority, but not to exceed $2,000,000, to pay costs of the Facility, including expenses incidental to the issuance of the bonds. 2 . Undertakings on the Part of the Authority. Subject to the conditions above stated, the Authority 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 Authority such sum: 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 Authority, under the terms of which the Applicant will obligate itself to pay to or on behalf of the Authority 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 Authority 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 Authority under paragraph 2 hereof and of the Applicant under paragraph 3 hereof are subject to the condition that on or before two years from the date hereof (or such other date as shall be 2 00 109 mutually satisfactory -to the Authority and the Applicant) , the Authority and the Applicant shall have agreed to mutually acceptable terms and conditions of the financing 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 Authority for all reasonable and necessary expenses which the Authority may have incurred at the request of the Applicant arising from the execution of this Agreement and the performance by the Authority of its obligations hereunder, and will pay the fees and expenses of such counsel, including counsel for .the Authority and bond counsel, as may have been retained in connection with the proposed financing, and this Agreement shall thereupon terminate. IN WITNESS WHEREOF, the Authority and the Applicant have entered into this Agreement by their duly authorized officers as of the _ day of 1984. INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF CONTRA COSTA By Chairperson FERALLOY CORPORATION By Its President 3 00 110 t . EXHIBIT A Description of Facility The Facility consists of equipment to be used to process steel, specifically a slitting line, a packaging line, a sheeting line and related equipment and the installation thereof. 00 111