AGENDA May 6, April 28, Industrial Development Authority of Alameda County Administration Building Oakland, CA 94612

Transcription

1 AGENDA May 6, 2014 l COUNTY ADMINISTRATOR SUSAN S. MURANISHI COUNTY ADMINISTRATOR April 28, 2014 Industrial Development Authority of Alameda County Administration Building Oakland, CA Dear Authority Members: SUBJECT: AUTHORIZE A RESOLUTION AND THE ISSUANCE AND SALE OF UP TO $5,100,000 IN VARIABLE RA TE DEMAND REVENUE BONDS (EVOLVE MANUFACTURING TECHNOLOGIES, INC. PROJECT) SERIES 2014 OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF ALAMEDA COUNTY; APPROVE AND AUTHORIZE THE EXECUTION OF RELATED DOCUMENTS, AGREEMENTS AND ACTIONS RECOMMENDATION: It is recommended that the Authority adopt the attached resolution authorizing the issuance and sale of up to $5, 100,000 in Industrial Development Bonds (IDB) for King Family Properties LLC and its successors and assigns (Evolve Manufacturing Technologies, Inc. project) and authorize the execution and approval of related documents, agreements and actions. DISCUSSION/SUMMARY: The Authority adopted a $6,000,000 Inducement Resolution for King Family Properties LLC (Evolve Manufacturing Technologies, Inc. project), on April 8, The Board of Supervisors subsequently held a Tax Equity and Fiscal Responsibility Act (TEFRA) Hearing and the Authority expressed its intention to issue a separate series of variable rate, tax-exempt IDB for the project by adopting a $6,000,000 Approving Resolution on April 8, The Applicant applied for a $6,000,000 tax-exempt IDB to purchase the 72,486 square feet structure on 3.55 acres of land located at and Bayside Parkway, Fremont, California and for the acquisition and installation of improvements and equipment therein, to manufacture medical and semiconductor equipment for original equipment manufacturers and ultra-sound devices and controllers for robotic applications. The dollar amount of this Resolution has been reduced to $5,100,000 as that is the amount approved by the bank guaranteeing the bonds OAK STREET SUITE 555 OAK LAN D, C A LI FOR N IA ( 5 10 ) FAX ( 51 0 )

2 -i Industrial Development Authority 2 May6, 2014 Growing sales and customer commitments require the company to relocate from its current leased building of 39,286 square feet, in Mountain View, CA. Evolve Manufacturing Technologies, Inc. spent the past three years looking for affordable, suitable expansion space until they found the ideal building at an affordable price in Fremont. Evolve Manufacturing Technologies, Inc. currently employs 52 people and anticipates the creation of 30 additional jobs over the next two years as a result of this project. The adoption of this resolution is the last public step by the IDA of Alameda County for the project. It authorizes the issuance and sale of the tax-exempt bond and directs the officers of the Authority and their authorized deputies and agents to execute and deliver all certificates and other documents, including a Tax Certificate and Agreement that are necessary to consummate the issuance, sale and delivery of the Bond. As the Applicant will relocate its operations and 52 employees to the County and create an estimated additional 30 jobs, staff recommends that your Authority authorize the issuance and sale of these bonds. FINANCING: The project will create employment and increase the property tax base of Alameda County at no cost to the County. Very truly yours, Susan S. Muranishi County Administrator SSM:KS V:\ED\KS\lDB\BOSID A\FINAL\Evo\ve Authorizing Letter.doc Attachment cc: Auditor-Controller Treasurer-Tax Collector County Counsel Darien Louie, Executive Director, East Bay EDA Bill Harrison, Mayor, City of Fremont Fred Diaz, City Manager, City of Fremont Kelly Kline, Economic Development Director, City of Fremont William M. Lofton, Schiff Hardin LLP Walter Vennemeyer, Progressive Capital Noreen King, CEO, Evolve Manufacturing Technologies, Inc.

3 INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF ALAMEDA RESOLUTION NO. R RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $5,100,000 PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF ALAMEDA VARIABLE RATE DEMAND REVENUE BONDS (EVOLVE MANUFACTURING TECHNOLOGIES INC. PROJECT) SERIES 2014, AND AUTHORIZING THE EXECUTION OF AND APPROVING RELATED DOCUMENTS, AGREEMENTS AND ACTIONS WHEREAS, the Industrial Development Authority of the County of Alameda (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 by resolution adopted the date hereof, preliminarily agreed to issue its revenue bonds to provide financing to King Family Properties LLC, and its successors and assigns (the "Borrower"), for a portion of the costs necessary to (i) acquire 3.55 acres ofland located at and Bayside Parkway, Fremont, California and the approximately 72,486 square foot structure thereon; (ii) acquire and construct tenant improvements within such structure; and (iii) acquire and install equipment and furnishings within such structure, all to be leased to Evolve Manufacturing Technologies, Inc., and its successors and assigns for use as a facility for the manufacture of medical and semi-conductor equipment for original equipment manufacturers, including ultra-sound devices and controllers for robotic applications (collectively, the "Project"); WHEREAS, the Project constitutes "facilities" and the Borrower is a "company" within the meaning of the Act; and WHEREAS, it has been determined that the estimated amount necessary to finance a portion of the costs of the Project, including necessary expenses incidental to the issuance of the revenue bonds, will require the issuance, sale and delivery of revenue bonds in the aggregate amount of $5, 100,000 bearing interest excludable from gross income for federal income tax purposes; and WHEREAS, final approval of the terms of the sale of such bonds is now sought; and SF\

4 WHEREAS, the Board of Directors of the Authority, the Board of Supervisors of the County of Alameda and the California Industrial Development Financing Advisory Commission (the "Commission") have made all necessary findings, 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 Authority, as follows: Section 1. correct. The Authority finds and determines that the foregoing recitals are true and Section 2. Pursuant to the Act, tax-exempt revenue bonds of the Authority, designated as the Industrial Development Authority of the County of Alameda Variable Rate Demand Revenue Bonds (Evolve Manufacturing Technologies, Inc. Project) Series 2014 (the "Bonds") m an aggregate principal amount not to exceed $5, 100,000, are 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 and eighty (180) days after receipt of a certified copy of this Resolution, at private sale, in such final principal amounts at a price equal to the principal amount thereof and maturing on such date or dates, not more than 30 years after the date of issuance thereof, as such officers, with the advice of Authority Counsel and the consent of the Borrower, may determine, bearing interest as determined in accordance with the terms of the Indenture (hereinafter described) at a rate not greater than 12% per annum, as such officers, with the advice of Authority Counsel and the approval of the Borrower, may determine; provided that the Bonds shall not be delivered to the underwriter thereof until the Commission shall have given any final approval by the Act. Section 4. The proposed form of Loan Agreement between the Authority and the Borrower, as presented to this meeting, is hereby approved. The President and Vice President are each hereby authorized and directed, for and on behalf of and in the name of the Authority, to execute and deliver to the Borrower the Loan Agreement in substantially said form and the Secretary is hereby authorized and directed to attest thereto, with such changes therein as the officer executing the same, with the advice of the Authority Counsel, may require or approve, such approval to be conclusively evidenced by execution and delivery thereof. Section 5. The proposed form oflndenture between the Authority and Wilmington Bank, N.A. (the ''Trustee"), as presented to this meeting, is hereby approved. The President and Vice President are each hereby authorized and directed, for and in the name on behalf of the Authority, to execute and deliver to the Trustee, the Indenture in substantially the form presented to this meeting and the Secretary is hereby authorized and directed to attest thereto, with such changes therein as the officer executing the same, with the advice of Authority Counsel, 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 Indenture, as finally executed. SF\

5 Section 6. The proposed form of Bond Purchase Contract among the Authority, the Borrower and Westhoff, Cone & Holmstedt (the ''Underwriter"), as presented to this meeting, is hereby approved. The President and Vice President of the Authority are each hereby authorized and directed for and in the name and on behalf of the Authority to execute a Bond Purchase Contract in substantially said form, with such changes therein as the officer executing the same, with the advice of Authority Counsel, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. The proposed form of Official Statement relating to the Bonds, as presented to this meeting, is hereby approved. The President and Vice President are each hereby authorized and directed, for and on behalf of the Authority, to execute said Official Statement in substantially said form, with such changes therein as such officer, with the advice of the Authority Counsel, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Underwriter is hereby authorized to distnbute and deliver copies of said Official Statement to purchasers of the Bonds, with such changes therein as may be approved or required by Authority Counsel. The distribution of copies said Official Statement in preliminary form is hereby authorized and approved. Section 8. The President or Vice President, and the Secretary are hereby authorized and directed to execute the Bonds, in the name and on behalf of the Authority and under its seal, in an aggregate principal amount not to exceed $5,100,000 in accordance with said Bond Purchase Contract and said Indenture and in the form set forth herein. Section 9. The Bonds, when so executed, shall be delivered to the Trustee under the Indenture for authentication by the Trustee. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's certificate of authentication appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the Authority by the President or Vice President, which instructions said officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and to deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriter upon payment of the purchase price thereof. Section 10. The Authority hereby dedicates and confirms its allocation to the Bonds of a portion of its private activity bond limit, transferred to the Authority by the Commission from its allocation received from the California Debt Limit Allocation Committee, in the amount of $5, 100,000 representing the principal amount of the Bonds to be issued and delivered, so as to satisfy the requirements of Section 146( e) of the Internal Revenue Code of 1986 with respect to the Bonds. In no event shall the Bonds be issued in any amount greater than the final amount of allocation received from the Commission. Section 11. The actions of the officers and staff of the Authority in connection with making application to the California Industrial Development Financing Advisory Commission and the California Debt Limit Allocation Committee for an allocation of private activity obligations for the financing of the Project are hereby ratified and approved. SF\

6 Section 12. All actions heretofore taken by the officers and agents of the Authority with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the officers of the Authority and their authorized 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 other documents, including a Tax Certificate and Agreement, 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 purposes of this Resolution. Section 13. This Resolution shall take effect immediately upon its passage. * * * * * Approved as to Form: DONNA ZIEGLER, County Counsel as counsel to the Authority By:, ~--=--~-~. Deputy SF\

7 The foregoing resolution was passed and adopted by the Industrial Development Authority of the County of Alameda on May 6, 2014, by the following vote: AYES: NOES: ABSTENTIONS: EXCUSED: ATTEST: President Secretary SF\

8 STATE OF CALIFORNIA ) ) COUNTY OF ALAMEDA ) CERTIFICATE I, Anika Cambell-Belton, the duly appointed, a qualified and acting Secretary of the Industrial Development Authority of the County of Alameda, do hereby certify that attached hereto is a true, complete and correct copy of Resolution R-2014-_, adopted at a duly called meeting of the Board of Directors of said Authority held in accordance with law on May 6, 2014, 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 the Secretary of the Authority IN WITNESS WHEREOF, I have hereunto subscribed my name this_ day of May, ANIKA CAMPBELL-BELTON, Secretary Industrial Development Authority of the County of Alameda SF\

9 INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF ALAMEDA RESOLUTION NO. R RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $5,100,000 PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF ALAMEDA VARIABLE RATE DEMAND REVENUE BONDS (EVOLVE MANUFACTURING TECHNOLOGIES INC. PROJECT) SERIES 2014, AND AUTHORIZING THE EXECUTION OF AND APPROVING RELATED DOCUMENTS, AGREEMENTS AND ACTIONS WHEREAS, the Industrial Development Authority of the County of Alameda (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 by resolution adopted the date hereof, preliminarily agreed to issue its revenue bonds to provide financing to King Family Properties LLC, and its successors and assigns (the "Borrower"), for a portion of the costs necessary to (i) acquire 3.55 acres ofland located at and Bayside Parkway, Fremont, California and the approximately 72,486 square foot structure thereon; (ii) acquire and construct tenant improvements within such structure; and (iii) acquire and install equipment and furnishings within such structure, all to be leased to Evolve Manufacturing Technologies, Inc., and its successors and assigns for use as a facility for the manufacture of medical and semi-conductor equipment for original equipment manufacturers, including ultra-sound devices and controllers for robotic applications (collectively, the "Project"); WHEREAS, the Project constitutes "facilities" and the Borrower is a "company" within the meaning of the Act; and WHEREAS, it has been determined that the estimated amount necessary to finance a portion of the costs of the Project, including necessary expenses incidental to the issuance of the revenue bonds, will require the issuance, sale and delivery of revenue bonds in the aggregate amount of $5, 100,000 bearing interest excludable from gross income for federal income tax purposes; and WHEREAS, final approval of the terms of the sale of such bonds is now sought; and SF\

10 WHEREAS, the Board of Directors of the Authority, the Board of Supervisors of the County of Alameda and the California Industrial Development Financing Advisory Commission (the "Commission") have made all necessary findings, 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 Authority, as follows: Section 1. correct. The Authority finds and determines that the foregoing recitals are true and Section 2. Pursuant to the Act, tax-exempt revenue bonds of the Authority, designated as the Industrial Development Authority of the County of Alameda Variable Rate Demand Revenue Bonds (Evolve Manufacturing Technologies, Inc. Project) Series 2014 (the "Bonds") m an aggregate principal amount not to exceed $5, 100,000, are 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 and eighty (180) days after receipt of a certified copy of this Resolution, at private sale, in such final principal amounts at a price equal to the principal amount thereof and maturing on such date or dates, not more than 30 years after the date of issuance thereof, as such officers, with the advice of Authority Counsel and the consent of the Borrower, may determine, bearing interest as determined in accordance with the terms of the Indenture (hereinafter described) at a rate not greater than 12% per annum, as such officers, with the advice of Authority Counsel and the approval of the Borrower, may determine; provided that the Bonds shall not be delivered to the underwriter thereof until the Commission shall have given any final approval by the Act. Section 4. The proposed form of Loan Agreement between the Authority and the Borrower, as presented to this meeting, is hereby approved. The President and Vice President are each hereby authorized and directed, for and on behalf of and in the name of the Authority, to execute and deliver to the Borrower the Loan Agreement in substantially said form and the Secretary is hereby authorized and directed to attest thereto, with such changes therein as the officer executing the same, with the advice of the Authority Counsel, may require or approve, such approval to be conclusively evidenced by execution and delivery thereof. Section 5. The proposed form oflndenture between the Authority and Wilmington Bank, N.A. (the ''Trustee"), as presented to this meeting, is hereby approved. The President and Vice President are each hereby authorized and directed, for and in the name on behalf of the Authority, to execute and deliver to the Trustee, the Indenture in substantially the form presented to this meeting and the Secretary is hereby authorized and directed to attest thereto, with such changes therein as the officer executing the same, with the advice of Authority Counsel, 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 Indenture, as finally executed. SF\

11 Section 6. The proposed form of Bond Purchase Contract among the Authority, the Borrower and Westhoff, Cone & Holmstedt (the ''Underwriter"), as presented to this meeting, is hereby approved. The President and Vice President of the Authority are each hereby authorized and directed for and in the name and on behalf of the Authority to execute a Bond Purchase Contract in substantially said form, with such changes therein as the officer executing the same, with the advice of Authority Counsel, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. The proposed form of Official Statement relating to the Bonds, as presented to this meeting, is hereby approved. The President and Vice President are each hereby authorized and directed, for and on behalf of the Authority, to execute said Official Statement in substantially said form, with such changes therein as such officer, with the advice of the Authority Counsel, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Underwriter is hereby authorized to distnbute and deliver copies of said Official Statement to purchasers of the Bonds, with such changes therein as may be approved or required by Authority Counsel. The distribution of copies said Official Statement in preliminary form is hereby authorized and approved. Section 8. The President or Vice President, and the Secretary are hereby authorized and directed to execute the Bonds, in the name and on behalf of the Authority and under its seal, in an aggregate principal amount not to exceed $5,100,000 in accordance with said Bond Purchase Contract and said Indenture and in the form set forth herein. Section 9. The Bonds, when so executed, shall be delivered to the Trustee under the Indenture for authentication by the Trustee. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's certificate of authentication appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the Authority by the President or Vice President, which instructions said officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and to deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriter upon payment of the purchase price thereof. Section 10. The Authority hereby dedicates and confirms its allocation to the Bonds of a portion of its private activity bond limit, transferred to the Authority by the Commission from its allocation received from the California Debt Limit Allocation Committee, in the amount of $5, 100,000 representing the principal amount of the Bonds to be issued and delivered, so as to satisfy the requirements of Section 146( e) of the Internal Revenue Code of 1986 with respect to the Bonds. In no event shall the Bonds be issued in any amount greater than the final amount of allocation received from the Commission. Section 11. The actions of the officers and staff of the Authority in connection with making application to the California Industrial Development Financing Advisory Commission and the California Debt Limit Allocation Committee for an allocation of private activity obligations for the financing of the Project are hereby ratified and approved. SF\

12 Section 12. All actions heretofore taken by the officers and agents of the Authority with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the officers of the Authority and their authorized 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 other documents, including a Tax Certificate and Agreement, 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 purposes of this Resolution. Section 13. This Resolution shall take effect immediately upon its passage. * * * * * Approved as to Form: DONNA ZIEGLER, County Counsel as counsel to the Authority By:, ~--=--~-~. Deputy SF\

13 The foregoing resolution was passed and adopted by the Industrial Development Authority of the County of Alameda on May 6, 2014, by the following vote: AYES: NOES: ABSTENTIONS: EXCUSED: ATTEST: President Secretary SF\

14 STATE OF CALIFORNIA ) ) COUNTY OF ALAMEDA ) CERTIFICATE I, Anika Cambell-Belton, the duly appointed, a qualified and acting Secretary of the Industrial Development Authority of the County of Alameda, do hereby certify that attached hereto is a true, complete and correct copy of Resolution R-2014-_, adopted at a duly called meeting of the Board of Directors of said Authority held in accordance with law on May 6, 2014, 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 the Secretary of the Authority IN WITNESS WHEREOF, I have hereunto subscribed my name this_ day of May, ANIKA CAMPBELL-BELTON, Secretary Industrial Development Authority of the County of Alameda SF\