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HomeMy WebLinkAbout2014 01_Percision Aerospace_ Intent of Authority_BondRESOLUTION NO. 2014-01 RESOLUTION OF THE OWASSO ECONOMIC DEVELOPMENT AUTHORITY (THE "AUTHORITY ") APPROVING A PROJECT FOR PRECISION AEROSPACE, INC. AND CERTAIN OF ITS AFFILIATES AND DETERMINING THE OFFICIAL INTENT OF THE AUTHORITY TO ISSUE ITS INDUSTRIAL DEVELOPMENT REVENUE BONDS IN A PRINCIPAL AMOUNT NOT TO EXCEED $2,000,000 TO FINANCE THE COSTS OF SUCH PROJECT; AND CONTAINING OTHER PROVISIONS THERETO. WHEREAS, The Owasso Economic Development Authority (the "Authority ") is a public trust created for the use and benefit of the City of Owasso, Oklahoma under the provisions of Title 60, Oklahoma Statutes, Section 176 et seq., as amended, and the Oklahoma Trust Act; and WHEREAS, Precision Machine & Manufacturing Company, L.L.C., an Oklahoma limited liability company, Precision Leasing Company, LLC, an Oklahoma limited liability company, Precision Aerospace, Inc., an Oklahoma corporation, and Precision Components Company, L.L.C., an Oklahoma limited liability company and certain of their affiliates (individually, a "Precision Company" and, collectively, "Precision Companies "), have requested that the Authority (i) approve a project for Precision Companies to be located in the City of Owasso, Oklahoma and consisting of manufacturing fixtures, equipment, and machinery (the "Project") to be utilized for precision machining of parts to be used in the aircraft, aerospace and petroleum industries, (ii) issue its industrial development revenue bonds in a principal amount not to exceed $2,000,000 (the `Bonds') to provide funds to (a) pay the costs of the Project, (b) pay the costs of issuance associated with the Project, and (c) lend to one or more Precision Companies for the purpose of financing the costs of the Project; and WHEREAS, the Authority desires to finance the costs of purchasing, constructing and equipping the Project by the issuance of the Bonds, said Bonds to be payable solely out of payments, revenues and receipts derived by the Authority from one or more Precision Companies pursuant to a loan agreement evidencing the Authority's loan of the proceeds of said Bonds to one or more Precision Companies; and WHEREAS, the Authority and Precision Companies desire that the purchase, construction and equipping of the Project commence as soon as practicable; NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO ECONOMIC DEVELOPMENT AUTHORITY, AS FOLLOWS: Section 1. Findings and Determinations. The Authority has found and detennined, and does hereby find and determine, it is appropriate for the Authority to issue the Bonds to provide fiends for the Project and for paying the costs and expenses associated with the issuance of the Bonds, in order to induce the expansion of Precision Companies' activities in the City of Owasso, Oklahoma. Section 2. Approval of Project and Declaration of Official Intent. The Trustees of the Authority hereby approve the Project and determine and declare the official intent of the Authority to finance the costs of the Project out of the proceeds of the Bonds of the Authority in a principal amount not to exceed $2,000,000. This Resolution shall constitute the Authority's official binding commitment, subject to the terms hereof, to issue the Bonds in amounts prescribed by Precision Companies up to $2,000,000 and to loan the proceeds thereof to one or more Precision Companies to purchase, construct and equip the Project, including reimbursing one or more Precision Companies for, and/or retiring indebtedness of one or more Precision Companies incurred in connection with, the payment of the costs of the Project, and to pay all expenses and costs of the Authority in connection with the issuance of the Bonds. Section 3. Terms and Provisions. Subject to the conditions of this Resolution, the Authority will (i) enter into a trust indenture with a bank or trust company, as corporate trustee, pursuant to which the Authority will issue the Bonds to pay the costs of financing the Project, including repayment to Precision Companies of advances made by them in connection with the Project, with such maturities, interest rates, redemption terms, security provisions and other terms and provisions as may be determined by subsequent resolution of the Authority; (ii) enter into a loan agreement with one or more Precision Companies which will provide for a loan of the proceeds from the sale of the Bonds to such Precision Companies to enable such Precision Companies to purchase, construct and equip the Project, such loan to be evidenced by a promissory note pursuant to which such Precision Companies will make payments sufficient to pay the principal of and interest on the Bonds as the same become due and payable; and (iii) to effect the foregoing, adopt such resolutions and authorize the execution and delivery of such security agreements and other instruments and the taking of such action as may be necessary or advisable for the authorization and issuance of the Bonds by the Authority and take or cause to be taken such other action as may be required to implement the aforesaid. Section 4. Conditions to Issuance. The issuance of the Bonds and the execution and delivery of any documents related to financing the Project are subject to (i) approval by the Trustees of the Authority; (ii) approval by the City Council of the City of Owasso, Oklahoma, as Beneficiary of the Authority, (iii) approval by the managers, members or board of directors, as the case may be, of the applicable Precision Companies; (iv) receipt by the Authority of an allocation from the Oklahoma Bond Advisor, as described in Section 9 hereof; (v) obtaining by Precision Companies of any necessary governmental licenses, permits and approvals; and (vi) agreement by the Authority, one or more Precision Companies and GE Capital upon (a) mutually acceptable terms for the Bonds and for the sale and delivery thereof and (b) mutually acceptable terms and conditions of any documents related to the issuance of the Bonds and the Project. 4849 - 2803 - 7381.2 2 Section 5. Reimbursement of Expenditures. Precision Companies have made certain expenditures in connection with the purchase, construction and equipping of the Project, and expects to make additional similar expenditures after the date of this resolution and before the issuance of the Bonds, and the Authority desires and intends to reimburse Precision Companies, solely from the proceeds of the Bonds, for such expenditures made not earlier than 60 days before the date of this Resolution. Precision Companies are only entitled to reimbursement of such expenditures if and to the extent Bonds are issued by the Authority. Section 6. Authorization to Proceed. Precision Companies are hereby authorized to proceed with the purchase, construction and equipping of the Project, including the necessary planning and engineering for the Project and entering of contracts and purchase orders in connection therewith, and to advance such funds as may be necessary to accomplish such purposes, and, to the extent permitted by law, the Authority shall reimburse Precision Companies for all expenditures paid or incurred therefor out of the proceeds of the Bonds. Section 7. Sale of the Bonds. The Authority shall sell the Bonds, but only on a firm underwriting or purchase basis, to GE Capital, and the Authority shall approve, at such price as Precision Companies and the Authority shall approve, such Bonds to be issued upon receipt of an unqualified approving opinion by recognized Bond Counsel, in form and substance agreeable to the Authority, Precision Companies and GE Capital. The sale of the Bonds shall be the responsibility of Precision Companies. Section S. Public Hearing and Approval. The Chaim-Ian of the Authority is hereby authorized to conduct a public hearing with respect to the issuance of the Bonds to finance the Project and to cause notice of such hearing to be published in accordance with the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended. The obligation of the Authority to proceed with the final issuance of the Bonds shall be subject to receipt of public approval for such issuance as required under said Section 147(t). Section 9. Application for Private Activity Bond Allocation. The Chairman of the Authority is hereby authorized to file an Application for Private Activity Bond Allocation with the State of Oklahoma Bond Advisor in accordance with Title 62, Oklahoma Statutes, Section 695.21 et seq. (the "Private Activity Bond Allocation Act"). Section 10. Indemnity. By accepting the terms of this Resolution and proceeding with the Project, Precision Companies will be considered to have agreed (i) to indemnify and hold the Authority harmless against liability with respect to any destruction of or damages to property or any injury to or death of any person or persons occurring in connection with the Project (other than liability for any loss or damages that may result from wanton misconduct or from intentional wrongful acts of the Authority), and (ii) to pay the regular fees and charges of the Authority for its services in connection with financing the Project as well as all of its expenses in connection therewith. Section 11. Limited Liability. Any provision hereof to the contrary notwithstanding, nothing herein contained shall be construed to impose a charge against the general credit of the Authority or to impose any pecuniary liability upon the Authority except with respect to the proper 4849 -2803- 7381.2 3 application of the proceeds to be derived by the Authority from the sale of the Bonds and of the revenues and receipts to be derived by the Authority from any financing, leasing or sale of the Project. Nothing herein shall be deemed to restrict the Authority or the State of Oklahoma or any agency or any political subdivision thereof in determining the order or priority of the issuance of bonds by the Authority or to require the Authority to give the Bonds priority as to issuance or as to the time of issuance over any other bonds previously or subsequently approved by the Authority for issue. Section 1.2. Further Authority. Counsel to the Authority and Bond Counsel, together with the officers and employees of the Authority, are hereby authorized to work with Precision Companies and GE Capital, their respective counsel and others, to prepare for submission to and final action by the Authority all documents necessary to effect the authorization, issuance and sale of the Bonds and other actions contemplated hereunder in connection with the financing of the Project. Section 13. Benefit of Resolution. This Resolution shall inure to the benefit of the Authority and Precision Companies and their respective successors and assigns. Section 14. Effective Date. This Resolution shall take effect and be in full force immediately after its adoption by the Trustees of The Owasso Economic Development Authority. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4849- 2803 - 7351.2 4 ADOPTED BY THE TRUSTEES OF THE OWASSO ECONOMIC DEVELOPMENT AUTHORITY THIS 9Te DAY OF JANUARY, 2014. Secretary 4849 - 2803 - 7381.2 THE OWASSO ECONOMIC DEVELOPMENT CERTIFICATE OF AUTHORITY ACTION I, the undersigned, hereby certify that I am the duly and acting Secretary of The Owasso Economic Development Authority. I further certify that the Trustees of The Owasso Economic Development Authority held a Regular Meeting at 10:00 o'clock A.M. on January 9, 2014, after due notice was given in full compliance with the Oklahoma Open Meeting Act. I further certify that attached hereto is a full and complete copy of a Resolution that was passed and approved by said Trustees at said meeting as the same appears in the official records of my office and that said Resolution is currently in effect and has not been repealed or amended as of this date. I further certify that below is listed those Trustees present and absent at said meeting; those making and seconding the motion that said Resolution be passed and approved, and those voting for and against such motion: PRESENT: Bryan Spriggs, Chairman Gary Akin, Secretary David Charney, Trustee Frank Enzbrenner, Trustee Jeri Moberly, Trustee Dee Sokolosky, Chairman Dirk Thomas, Trustee ABSENT: None MOTION MADE BY: Dee Sokolosky MOTION SECONDED BY: David Chamey AYE: Moberly, Sokolosky, Thomas, Spriggs, Akin, Enzbrenner, Charney NAY: None Motion carried 7 -0. WITNESS MY HAND THIS 9TH DAY OF JANUARY, 2014. 4849- 2803 - 7381.2 III ��- 0'.*' Orr/ Y 'e THE OWASSO � 00NOMIC� /o�`6jA AUTHORITY �a: If