HomeMy WebLinkAboutResolution - 693 - Memo Of Agreement-LIDC & Evans Transportation Co-Industrial Development Project - 01/22/19811
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RESOLUTION #693 - 1/22/81
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A RESOLUTION by the City Council of the City of
Lubbock, Texas, ratifying, confirming and approving a
"Memorandum of Agreement" pertaining to the financing
of an industrial development project between the
Lubbock Industrial Development Corporation and
Evans Transportation Company.
WHEREAS, the Lubbock Industrial Development Corporation
has submitted to this City Council for approval a "Memorandum of
Agreement" between such Corporation and Evans Transportation .
Company pertaining to the financing of an industrial development
project, such agreement being attached hereto as Exhibit A and
made a part of this order for all purposes; and
WHEREAS, this Council has reviewed the foregoing agreement
and determined that such project will promote and encourage
employment with the City of Lubbock, Texas, and benefit the
public welfare and the same should be approved; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK,
TEXAS, that the "Memorandum of Agreement" attached hereto as
Exhibit A, by and between the Lubbock Industrial Development
Corporation and Evans Transportation Company is hereby in all
respects ratified, confirmed and approved and the parties thereto
may proceed with the project described therein and the making of
.,
arrangements for the financing thereof.
PASSED AND APPROVED this the 22nd day of .Tgntiar)z
2X 1981.
Mayor, City of Lubbock, Texas
&tTESfi
r
v _
- City-'Secre`tary , Ci f
y -
�
-ubbock; -Texas
L _
Approved as to forMl
(SEAL)
n C. Ross,ir., City Attorney
CERTIFICATE OF SECRETARY
THE STATE.OF TEXAS §
§ LUBBOCK INDUSTRIAL DEVELOPMENT.CORPORATION
COUNTY OF LUBBOCK §
I, the undersigned, Secretary of the Board of Directors
of the Lubbock Industrial Development Corporation, DO HEREBY
CERTIFY that the attached and foregoing is a true and correct
copy of a resolution approving and accepting an
"APPLICATION FOR FINANCIAL.PARTICIPATION" submitted by
Evans Transportation Com an .which was passed b the
Boara of Directo s o the Corporation, on the,tL day of �
1980, at a meeting of said governing body.
I FURTHER CERTIFY that such resolution was ado ted a ter
consideration of same, upon a motion being made by ,
a second of such motion by �. , and upon the vote
being called for, vote or the a option thereof,
voted against and were absent; that according to t e
records of my off ce, each member of the governing body was
given actual notice that the resolution would be considered
and notice of such meeting was given in advance thereof in
compliance with the provisions of. the by-laws of 'said Corpora-
tion.
TO CERTIFY WHICH, witness my hand an ea of said
Corporation,. this the �h day of ,
(Seal)
Boz o D:46ctors
ndustrial De lopment
Corporation
-� T..:.'
A RESOLUTION approving and accepting an "Application
for Financial Participation" submitted by
Evans Transportation Company in relation to
an industrial development project; making a
commitment to finance the costs of such project;
and approving and authorizing the execution of
a Memorandum of Agreement in connection therewith.
WHEREAS; Evans Transportation Company (hereinafter referred
to as the "Company") has submitted to -the Lubbock Industrial
Development Corporation (hereinafter called the "Corporation")
an "Application for Financial Participation," together with
certain other documents seeking financial.assistance from the
Corporation in connection with the acquisition and construction
of facilities to be operated and maintained by the Company
(hereinafter referred to as the "Project") and used or useful
in its trade or business, to wit: to manufacture tanks for
railcars; and
WHEREAS, the Board of Directors of the Corporation hereby
finds and determines that the Company has complied with the
preliminary filing requirements prescribed in the Corporation's
"Local Regulations for Receiving and Approving Applications for
Financial Participation in Development Projects" (the "Regula-
tions"), and any requirements which have not been met are, by
the adoption hereof, waived, and the Company has demonstrated.
with reasonable certainty that (i) the Project sought to be
financed by the Corporation qualifies and meets the requirements
of the Development Corporation Act of 1979 and will -accomplish
the specific public purposes of the Corporation and (ii) all
governmental approvals with respect to the Project and the
issuance of obligations by the Corporation, including those
requirements specified in paragraph I(B) of the Regulations,
will be obtained; and
WHEREAS, the Board of Directors of the Corporation further
finds and determines that a commitment should be given to the
Company to issue the bonds of the Corporation in such aggregate
principal amount necessary to finance and pay the costs of.
acquisition and construction of the Project (now estimated to
be $ 4,000,000 ); therefore,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE LUBBOCK
INDUSTRIAL DEVELOP:ANT COR20 'TION:
SECTION 1: That the "Application for Financial Participati
submitted y —the Company is hereby approved and accepted and the
Corporation shall be and is hereby committed and agrees in
accordance with the provisions of the Development Corporation
Act .of 1979 (the "Act") as follows:
y •
(a) To adopt a bond resolution or bond resolutions
when requested by the Company, authorizing the issuance of
revenue bonds (the "Bonds") in one or more series in an
aggregate principal amount necessary to finance and pay,
the costs of acquisition, construction and improvement of
the Project (but in no event to exceed $10,000,000) and
the costs of issuance, subject to (i) the requirements
of the Act, (ii) the execution of the appropriate agree—
ments or contracts as described in Section l(b) below,
and (iii),the sale of the Bonds under terms and conditions
satisfactory to the Corporation and the Company.
(b) Prior to the issuance of the Bonds, when
requested, by the Company, to enterinto such loan agreement
installment sale agreement, lease or any other contracts
or agreements between the Corporation and the Company as az
mutually acceptable in all respects to the Corporation
and theCompany, provied that under any such agreement the
Company shall be obligated to make payments to the Corpora-
tion or to a corporate trustee, on behalf of the Corporatic
(and its Bondholders), in such sums as are necessary to
pay the principal of, interest on and redemption premiums,
if any, together with paying agents'. and trustee's fees
on, the Bonds, as and when the same shall become due and
payable, and such payments also to be sufficient to defray
the Corporation's administrative, overhead, and other
expenses and costs with respect to the Bonds and the Pro§e<
(c) To take, or cause to be taken, such other actioi
and to execute such additional contracts and agreements,
when requested by the Company, as may be required in
accordance with the Act and this Resolution to cause the:
issuance of the Bonds; and it is understood that the
Company will fully indemnify and hold the Corporation
harmless from any and all -damages, losses. and expenses,
including attorney's fees, arising at any time from or
with respect to the Bonds and the Project.
SECTION 2: That the President and Secretary of -the Board
of Directors are hereby authorized and directed to execute the
Memorandum of Agreement attached hereto as Exhibit A and
incorporated herein by reference for all purposes, which .
Memorandum of Agreement, upon execution by the Company, shall,
together with this Resolution, constitute a co=itment by the
Corporation to finance the costs of acquiring, constructizal and
::11.e- ,ss•_a= cz or reve-Jue bc-:`_
SECTION 3:' That this Resolution, together with the Memoran
dum o -Agreement herein approved and authorized to be executed,_
shall constitute the taking of affirmative official action by
the Corporation toward the issuance of the Bonds, and. that such
action is, and is intended to be, similar to the adoption of
a bond resolution, within the meaning of Section 1.103(8)(a)(5)_
of the regulations of the Internal Revenue Service adopted
pursuant to Section 103(b) of the Internal Revenue Code of 1454,
as amended.
PASSED AND APPROVED, this the day of ,
1980.
c
yyyy�� •
President,'Board ot Directors
Lubbock Industrial Development
Corporation
ATTEST: -
c etary, Boar o D re ors
Lub ock Industrial Deve opment
rporation
(Seal)
MEMORANDUM OF AGREEMENT
THE STATE OF TEXAS §
COUNTY OF LUBBOCK §
THIS AGREEMENT, dated as of the dday of ,
1980,by and between the LUBBOCK INDUSTRIAL DEVELO ACORPORA-
TION,
a non-profit corporation created under and pursuant to the
laws of the State of Texas, particularly the Development Corpora-
tion Act of 1979, (hereinafter referred to as the "Corporation")
and Evans Transportation Company, a corporation duly incorporated
in the State of Illinois and fully qualified to transact business
in the State of Texas (hereinafter called the "Company"),
W I T N E S S E T H
WHEREAS, the Company has submitted to the Corporation an
"Application for Financial Participation" seeking the Corpora-
tion's approval and agreement to provide for the financing of
a project to expand and improve the Company's manufacturing
capabilities (hereinafter called the "Project"); and
WHEREAS, the Corporation has approved such "Application
for Financial Participation" and determined that the project
desired to be financed appears to qualify and satisfy the
public purposes for which the Corporation was created and
established, to wit: the promotion and development of commercial,
industrial and manufacturing enterprises to promote and
encourage employment within, and the public welfare of the
citizens of, the City of Lubbock, Texas (the "City");
NOW, THEREFORE, the Corporation.and Company hereby agree
as follows:
(1) The Corporation sha11 issue revenue bonds, in one or
more series (the "Bonds") in an aggregate principal amount of
not to exceed Ten Million Dollars ($10,000,000) for the purpose
of financing the costs of acquisition, construction and improvement
of the Project which is located wholly or partly within the
boundaries of the City.
(2) The obligations of the Corporation and Company are
contingent upon obtaining prior to the issuance of the Bonds,
a ruling from the Internal Revenue Service to the effect that
interest on the Bonds will be exempt from federal income tax
under Section 103(b)(6) of the Internal Revenue Code of 1954,
as amended, if in the opinion of bond counsel such a ruling is
required, and upon obtaining such other rulings, approvals,
consents, certificates, opinions of counsel and other instru
ments-and proceedings as may be deemed.necessary by the Company
or bond counsel with respect to the Project, the Bonds or any
instrument relating thereto, from such governmental agencies
and entities as may possess, or may have asserted authority or
jurisdiction over or interest in matters pertaining to the
Project, all of which shall be in full force and effect at the
time of the issuance of the Bonds.
(3) Substantially all of the proceeds of the Bonds shall
be used solely to finance the acquisition, construction and
improvement of the Project, or 9-portionthereof, as generally
described in the "Development. Project Financing Questionnaire"
submitted by the Company.
(4) The Bonds shall be issued only.pursuant to a resolutioi
or resolutions of the Corporation's Board of Directors which
will be approved, as to form, in writing, by bond counsel.
Subject to the teras hereof, the Corporation agrees as follows:
(a) Substantially all of the proceeds of the Bonds.
shall be used to pay the costs of acquiring, constructing
or improving land and property of a character subject
to the allowance for depreciation under Section 167 of the
Internal Revenue Code of -1954, as amended. The costs of
issuance, reserve (if any) and any other "ineligibles' expen
of the Project shall not exceed 107. of the net proceeds
(b) To cooperate with the Company with respect to
the issuance and sale of the Bonds, and, if arrangements
therefor satisfactory to .the Company and the Corporation
can be made, the Corporation will authorize the execution
of such documents and will take such further action as
may be necessary,or advisable for the authorization,
issuance and sale of the Bonds and the completion of the
Project.
(c) To take such actions and execute such documents
as may be necessary and as may be agreed upon between the
Company and the Corporation to permit the issuance from.
time to time in the future of additional Bonds on terms
which shall be set forth therein, wither pari passu with
Bonds or otherwise, for the purpose of
other series a
defraying the cost of` completions, enlargements, improve-
ments and expansions of the Project, or any segment thereo
as requested by the Company, and within the limitations
of Section 103 (b) (6) of the Internal Revenue Code - of 1954,
as amended.
(5) The Company and the Corporation will enter into a
contract under the terms of which the Company will uncondi.tions
obligate itself to pay to the Corporation (or a trustee, as
the case may be) sins sufficient in the aggregate to pay the
principal of, interest on and redemption premiums, if any:
r+ca " i•il_._ iS`eels fees a ,: fees Of pav7rio agents, with
resp Co Cne`_3ondS as and '-life-4 C" ea same beco=e �1e pa=t�L
2cC �
(6) Provision shall be made in each resolution of the
Corporation's Board of Directors providing for the issuance of
the Bonds for payment to the Corporation from the proceeds of
the Bonds of an amount equal to all costs incurred by it
(including legal fees) in connection with the issuance and sale
of the Bonds.
(7) In -the event no Bonds shall have beezissued pursuant
hereto on or before five years from the date hereof, the Corpora-
tion's obligation to issue Bonds shall cease, and the Company
shall pay to the Corporation an amount equal to all costs,
direct or indirect, incurred by the Corporation in negotiating
contracts hereunder, in acquiring and constructing the
Project or any part thereof, and in preparing for issuance
of Bonds which are not actually issued; and the Corporation
shall transfer to the Company good title to all real or personal
property theretofore transferred by the Company to the Corpora-
tion and all other real or personal.property acquired by the
Corporation with any funds advanced to the Corporation by the
Company hereunder.
(8) Upon completion ofthe acquisition, construction and
improvement of the Project, the same shall be operated and
maintained by the Company without cost. or expense to the
Corporation.
(9) The Company agrees to (a) pay all Project costs (as
defined by the Development Corporation Act of 1979) which are
not or cannot be paid or reimbursed from the proceeds of Bonds,
and (b) at all times, to indemnify and hold harmless the
Corporation against all losses, costs, damages, expenses and
liabilities of whatsoever nature (including but not limited to -
attorney's fees, litigation and court costs, amounts paid in
settlement and amounts paid to discharge judgments) directly
or indirectly resulting from, arising out of or related to
the issuance, offering, sale or delivery of the Bonds, or the
design, construction, installation, operation, use, occupancy,
maintenance or ownership of the Project.
(10) In addition to the payments provided for above, the
Company shall pay to the Corporation, from the proceeds of the
Bonds, or otherwise as agreed upon, all costs and expenses
incurred by the Corporation in issuing the Bonds, and all costs.
and expenses incurred by the Corporation by administering the
Bonds subsequent to issuance through final maturity and payment
and such other payments as shall be agreed upon in writing betty.
the parties.
(11) The terms of the Bonds (maturity schedules, interest
rates, denominations, redemption provisions, etc.) shall be as
authorized by the Development Corporation Act of 1979, and as
may be mutually satisfactory to the Company and the Corporation.
(12) If Bonds are not issued for any reason, the Company
shall have no -obligation under this Agreement, except.for the
obligations provided in paragraphs (7) and (9) .
(13) It is contemplated that the form and contents of all
resolutions, contracts, trust indentures and other documents
contemplated hereunder will be mutually acceptable to the
Company and the Corporation.
(14) The Company agrees that any official statement,
prospectus and other offering memoranda, used in the offering•
and sale of the Bonds to any lender, purchaser or investor
shall contain prominent disclosure substantially to the effect
(a) that neither the Corporation or the City has undertaken to
review or has assumed any responsibility for the matters contain(
therein except solely as to matters relating to a description of
the Bonds being offered thereby; (b) that all approvals, finding;
and determinations by the Corporation, -the City and the Texas
Industrial -Commission, respectively, are and have been made by
each for its own internal uses and purposes in performing its
duties under the Act, under the Texas Industrial Commission's
regulations and under the Corporation's Regulations; (c) that
notwithstanding their respective approvals of the Bonds and the
Project, neither the City nor the Texas Industrial Commission
endorses or in any manner, directly or indirectly, guarantees
or promises ' to pay such Bonds from any source of funds. of either
.or guarantees, warrants, or endorses the creditworthiness or
credit standing of the Company or of any guarantor of such Bonds
or in any manner guarantees, warrants or endorses -the investment
qualify or value of such Bonds; and (d) that such Bonds are
payable solely from the funds and secured solely by property
furnished and to be furnished and provided by the Company and
any guarantor and are not in any manner payable wholly or partia
from any funds or properties otherwise belonging to the Corpora-
tion; and (e) that by its issuance thereof, the Corporation does
not in any manner, directly or indirectly, guarantee, warrant
or endorce the creditworthiness or credit standing of the Compan
or of any guarantor of such Bonds or the investment qualify
or value of the same.
(15) The obligations assumed by the Company hereunder may
not, without the approval of the Corporation, be assigned or
assumed by another, exce t' that
(a) Any corporation which owns 100% of the out-
standing share of the Company's voting stock may
assume the obligations of the Company hereunder; and
(b) Any subsidiary organization which is owned
100% by the Company may.assume the obligations of the
Company if the Company guarantees the payment of the
principal of and interest on bonds issued to provide
the Project as well as any other fees or expenses incurred
by the Corporation in connection with the issuance of. such
bonds or in co:inec�ion T;ith t.. -ie Project.
(16) The Project is more fully described in attached
Exhibit A.
(17) The firm of Dumas, Huguenin, Boothman and -Morrow
is hereby designated as Bond Counsel by the Corporation (and
accepted by the Company) in connection with the financing
contemplated herein. Such firm shall prepare the legal documents
which form a part of the application to the Texas Industrial
Commission and those which may be required for the rendition
of an opinion as to the validity of the Bonds and as to whether
the interest on the Bonds is exempt from federal income taxes.
Such firm has not been engaged by the Corporation to obtain a
permit for the sale of bonds under The Securities Act of
Texas or with respect to the registration or qualification of
the Bonds or indenture under the Securities Act of -1933 or
the Trust Indenture Act of 1939,. or the preparation of any -
Blue Sky Surveys or Legal Investment Surveys.
IN WITNESS WHEREOF, the parties hereto have entered into
this Agreement by and through their especti e f is rs, there-
unto duly authorized, as of the their
of 1980.
LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION
LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION
APPLICATION FOR FINANCIAL PARTICIPATION
OF
Evans Transportation Company APPLICANT
The undersigned, on behalf of the entity named above as Applicant,.
hereby applies to the Lubbock Industrial Development Corporation (the
"Corporation") for Project Financing, pursuant to the Development
Corporation Act of 1979 and pursuant to the Regulations of the Corporation.
We have reviewed the Corporation's Local Regulations presented
to us and in effect on the date hereof, and we agree to and accept the
terms thereof.
The following Project Financing Questionnaire has been completed
to the best of our ability, and the information contained therein and
on any attachments thereto, represent a reasonably comprehensive outline
of the Project and the financing requested in connection therewith.
We submit herewith the Processing Fee required by subparagraph
III(A)(1) of your Regulations, together with five -copies of the executed
Inducement and Indemnity Agreement required by subparagraph II(A)(2)
of the Regulations.
Preliminary Official Action, pursuant to paragraph II(B) of the
Regulations is kisxxmitt requested. (If such action is requested,
attach separate statement of facts related to the request.)
The undersigned warrants that he is authorized to submit this
application on behalf of the Applicant.
Evans Transportation Company
Applicant
Authorized O icer or Representative
Paul R. Leak
Vice President
Presently Estimated Amount of
Project Financing Requested:
$ 4,000,000.00
REQUEST FOR PRELIMINARY OFFICIAL ACTION
EVANS TRANSPORTATION COMPANY
Discussions with the owners of Lubbock Manufacturing Company have been
underway for some time. Hopefully the remaining issues will be resolved
early next week (week of 10/27), so that an agreement to purchase may
executed. Therefore, the company seeks to obtain the necessary approvals
from the,Lubbock Industrial Development Corporation at the conclusion
of our meeting set for 10:00 a.m., October 27, 1980, to be in a position
to execute the purchase agreement shortly thereafter.
LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION
INDUCEMENT AND INDEMNITY AGREEMENT
Lubbock, Texas
Gentlemen:
The below named Applicant has this day filed with your Corporation
an Application for Financial Participation pursuant to the Development
Corporation Act of 1979 and in accordance with your Regulations in
effect on the date hereof.
As an inducement to the Lubbock Industrial Development Corporation
and to the City of Lubbock, Texas, to accept, review and favorably
consider and approve said Application and to issue the obligations,
therein contemplated, and whether or not all or any part thereof
are ever actually approved or issued by you, the Applicant hereby
irrevocably agrees that it will (a) pay all project costs which are
not or cannot be paid or reimbursed from the proceeds of obligations
issued by you, and (b) at all times indemnify and hold harmless the
Lubbock Industrial Development Corporation and the members and officers
of its Board of Directors and the City of Lubbock, Texas, and the
members and officers of its City Council or governing body and any
person or entity in privity with either, against all losses, claims,
demands, costs, damages, expenses, and liabilities of whatsoever nature
or kind (including but not limited to attorneys' fees, litigation and
court costs, amounts paid in settlement, and amounts paid to discharge
judgments) whether or not arising out of the negligence of Applicant
and specifically further, whether or not arising from the negligence
of the Lubbock Industrial Development Corporation, directly and/or
indirectly resulting from, arising out of or related to the acceptance,
consideration and approval or disapproval of such :Application or the
issuance, offering, sale or delivery of any such obligations, or the
design, construction, installation, operation, use, occupancy,
maintenance or ownership of the Project, as such term is defined
in the Development Corporation Act of 1979.
It is understood and agreed that this Inducement and Indemnity Agree-
ment shall be continuing and shall survive and continue to be effective
after any approval or disapproval of said Application and the issuance
or failure to issue any such obligations and the construction and
operation of.the Project. It is also understood that additional
indemnity agreements may be required by you from the Applicant or
others, such as guarantors, prior to the final approval of such
Application.
This Inducement and Indemnity Agreement shall be effective upon
execution by you where indicated below, and the same is dated this
23 day of October 1980.
Sincerely yours,
Authorized Officer or Representative
Paul R. Leak
Vice President
h
Responses to
INDUSTRIAL DEVELOPMENT FINANCING
PROJECT ELIGIBILITY QUESTIONNAIRE
1. a. Evans Transportation Company
2550 Golf Road, Suite
1000
The East Tower
Rolling Meadows, IL
60008
b. Thomas L. Schoenbeck
Assistant Treasurer
Evans Transportation
Company
2550 Golf Road, Suite
1000
The East Tower
Rolling Meadows, IL
60008
c. Evans Transportation Company legal department.
d. Touche Ross & Co.
Portland, Oregon
2. a. Corporation
b. Illinois
c. Evans Transportation Company ("ETC") is a wholly-owned subsidiary
of Evans Products Company. ETC's most significant subsidiaries
are Evans Railcar Leasing Company and Evans Trailer Leasing Com-
pany.
3. Evans Products Company (Portland, Oregon) owns 1000 of the stock of
ETC.
4. N/A
S. Form 10-K and 10-Q are not prepared.
6. i. ETC is in the business of manufacturing railcars, truck trailers,
and maintenance -of -way equipment for sale or lease. ETC has a
railcar lease fleet of about 27,500 cars and a trailer lease fleet
of about 6,000 trailers.
ii. See attached.
iii. Evans Railcar Leasing Company (guaranteed by Evans Transportation
Company) - (1) Equipment Trust Certificate financing Series 20 was
rated "A" by Standard & Poor's Corporation in July, 1980. (2) Com-
mercial paper rated "A-1" by Standard $ Poor's Corporation and
"F-1" by Fitch Investors Service in August, 1980.
iv. Copies of 1975, 1976, 1977, 1978 and 1979 audited financial state-
ments for ETC and subsidiaries are enclosed.
LI
-2-
6. Not appropriate.
7. Street Address City County State
401 Avenue H Lubbock Lubbock Texas 79408
1Vote: Warehouse located on Avenue Q in Lubbock and service center
located in Big Spring, Texas at the former Webb Air Force
Base. Both properties are leased.
8. ETC seeks to acquire the assets of Lubbock Manufacturing Company
("LMC"). LMC is in the business of manufacturing vessels used in the
transportation and storage of gases and chemicals at its 22 acre
facility in Lubbock. ETC intends to expand the railcar tank vessel
manufacturing operation. Construction and equipment expenditures,
after the original acquisition of assets, are still in a preliminary
stage of formulation.
9. If the company's assets are not acquired by ETC in the near future,
the ability of LMC to remain in operation would be questionable. No
major changes in the employment level are anticipated in the near
term. Employment increases are likely after the LMC operations are
integrated into ETC railcar and possibly truck trailer manufacturing
operations, and when economic conditions improve to stimulate in-
creased demand for tank cars/trailers.
10. a. 401 Avenue H 22 acres 127,000 sq.ft.
(14 owned)
(8 to be purchased at acquisition)
b. Yes.
c. Fabrication of transportation and storage vessels.
d. Lubbock Manufacturing Company presently owns 14 acres of the pro-
ject with the remaining 8 acres to be acquired from the Rogers
family.
e. Yes.
11.
To be acquired.
12.
No.
13.
No.
14.
No.
15.
No.
16.
N/A
-3-
17.
Yes, approximately 127,000
sq.ft., on
22 acres.
18.
Potentially.
19.
Potentially.
20. '
N/A
21.
N/A
22.
a. November 1980 to late
1983.
b. No.
23.
N/A
24.
No.
Original
Current Out -
25.
Name of Issue
Date
Face Amount
standing Amount
Location
City of Junction:City, KS
11/20/75
$2,600,000
$1,450,000
Junction Cil
Industrial Revenue Bonds
Kansas
Series A-1975
City of Junction City, KS
2/1/80
$ 850,000
$ 850,000
Junction Cil
Industrial Revenue Bonds
Kansas
Series of February 1, 1980
26.
N/A
27.
No.
28.
No.
29.
No.
30.
No.
31.
N/A
32.
N/A
INDUSTRIAL DEVELOPMENT FINANCING
PROJECT ELIGIBILITY QUESTIONNAIRE
1. (a) Name, street addressi mailing address and telephone number of
entity that will lease or purchase the project (or borrow the bond
proceeds from the bond issuer):
This entit is referred to as the "principal user" of the project f
"t a
remainder of thisquestionnaire.
(b) Name, title, street address, mailing address and telephone"num-
ber of representativet designated to work on the project and the fi-
nancing for the principal user:
(c) Name, title, street address, mailing address and telephone num-
ber of legal counsel who will represent the principal user for the
project and the financing:
U
(d) Name, title, 'street address, mailing address and telephone num-
ber of the accounting firm of the principal user:
2. (a) Form of organization of principal user (check one):
corporation partnership sole proprietorship.
(b) State or other jurisdiction of incorporation or organization:
(c) Brief description of the organizational structure, including
parent, subsidiaries and affiliates (state the degree of relation-
ship):
3. Ownership: List all stockholders or partners having 10% or more int-
erest in the principal user:
-1-
4. If any of the above persons own more than 50% of the principal user,
list all other organizations which are related to the principal user
by virtue of such persons having more than a 50T interest in such
organizations:
5. (a) Attach the principal user's Form 10-K for each of the five pre-
ceding fiscal years, together with the principal user's most recent
form 10-Q.
`(b) If the forms listed in paragraph 5(a) have not been filed with
the Securities and Exchange Commission, furnish the following infor-
mation:
(i) a brief statement of the history and type of business en-
gaged in by the principal user:
(ii) the names and ages of exeuctive or managing officers and
directors of the principal user and a brief account of all the
business experience of each such officer or director, including
his principal occupations and employment and the name and prin-
cipal business of the corporation or other organization in which
such occupations and employment were carried on:
Name and Position
qe Business Experience
(iii) if the principal user's debt securities are rated or
listed by any published rating agency, give such ratings or
listings:
- 2 -
(iv) The principal user's audited financial statement for each
of the preceding five fiscal years; provided that this informa-
tion need not be furnished if:
(A) a guarantor's audited finhnciai statements for each
of the guarantor's preceding five fiscal years, or
(B) a governmental agency would be deemed to be a guarantor.
6. If appropriate, as to each guarantor, furnish the same information re-
quested in paragraphs 1 through 5 above.
7. Location of the
project:
Street Address City County State
8. Give a brief description of the project and its intended use.
Indicate the following: approximate square feet of manufacturing,
office and warehouse space to be constructed; type of construction;
nature of equipment to be purchased from bond proceeds; products to
be produced:
9. Estimate the number and types of jobs to be created as a result of the
project and the estimated annual payroll of employees working at the
project; and if there is any substantial probability that loss of ex-
isting jobs would occur if the project was not constructed, estimate
the number and types of existing jobs which would be lost and the es-
timated annual payroll of employees holding such jobs.
10. Project site (land)
(a) Indicate approximate size (in acres or square feet) of project
site.
(b) Are there buildings now on the project site?
yes no
(c) Indicate the present use of the project site.
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I
(d) Indicate present owner of project site.
(e) Is the project site within the corporate limits of a city?
yes no
11. If the principal user now owns the project site, indicate:
date of purchase
purchase price
balance of existing mortgage
(d) holder of mortgage
12. If the principal user is not now the owner of the project site, does the
principal user have an option to purchase the site and any buildings on
the site? If yes, indicate:
(a) date option agreement signed with owner
(b) purchase price under option
(c) expiration date of option
13. Has the principal user entered into a contract to purchase the site?
If yes, indicate:
(a) date signed
(b) purchase price
(c) settlement date
14. If the principal user is not the owner of project site, does the princi-
pal user now lease the site or any buildings on the site?
15. Is there a relationship legally or by virtue of common control or owner-
ship between the principal user and the seller of the project? If yes,
describe this relationship:
16. Describe any liens and encumbrances relating to the project site, to-
gether with evidence that.all necessary interests in real estate re-
�l�
quired for the construction installation and operation of the project
have been or can be acquired, that all necessary access roads, utili-
ties and drainage facilities have been or can be provided and that
all approvals, permits, consents or authorizations of any governmental
or public agency, authority or person required in connection with the
construction, installation and operation of the project have been or
can be obtained.
17. Does the project involve acquisition of an existing building or other
:.-facilities? If yes, indicate number and size of such buildings and
facilities:
18. Does the project consist of the construction of a new building or
other facilities? If yes, indicate number and size of new buildings
and facilities:
19. Does the project consist of additions and/or renovations to existing
buildings or other facilities? If yes, indicate nature of expansion
and/or renovation:
20. If any space in the project is to be leased to third parties, indicate
total square footage of the project, amount to be leased to each ten-
ant, and proposed use by each tenant.
21. Give the names of the architect, engineer and general contractor for
the project.
22. (a) Give the approximate date of commencement and completion of the
project.
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.
(b) Is the construction work
on this
project begun?
Complete the
following:
- (a)
site clearance
no
%
complete
date
commenced
(b)
foundation
_yes
no
%
complete
_date
commenced
(c)
footings
_�+es
no
%
complete
date
commenced
(d)
steel
___yes
no
%
complete
date
commenced
(e)
masonry work
_,des
no
%
complete
date
commenced
(f)
other (describe
-_des
no
%
complete
date
commenced
below)
_des
23. List principal items or categories of equipment to be acquired as part of
the project.
24. Has any of the above equipment been ordered or purchased? If yes, indi-
cate:
Item
Date Ordered Delivery Date Price
25. List the face amount of all tax-exempt financing previously arranged by
or for the benefit of the principal user.
Name Original Current
of face outstanding
Issue Date amount amount Location
26. Give a detailed showing of the estimated cost of the project together
with a list of the sources from which payment will be made, which shall
show estimated items of cost as follows:
(a) the acquisition of all land, right of way, property rights, ease-
ments and interests acquired or to be acquired;
0.
.(b)--machinery-and equipment;
(c) building costs;
(d) financing charges, including fees and expenses of original purch-
aser, underwriter, financial advisor or placement agent, bond counsel,
other legal counsel, bond delivery and printing expense, bond discount,
the costs of preparing and processing the application to the Texas In-
dustrial Cotmiission, and any other fees and expenses in connection
with. the financing of the project;
(e) interest prior to and during construction and for one year after
completion of construction, if applicable:
(f) any reserve funds;
(g) engineering, including among other costs the costs of estimates,
plans, specifications and surveys;
(h) architectural fees;
(i) administrative expense of the Industrial Development Authority;
(j) any other enumerated expenses;
(k) contingencies.
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27. Were any of the above expenditures made by the applicant prior to the
date of the inducement resolution? If yes, indicate particulars:
28. Have any of the above expenditures been incurred but not paid by the
principal user? If yes, indicate particulars:
29. Are costs of working capital, inventory, moving expenses, work in pro-
cess, or stock in trade included in the proposed uses of bond proceeds?
30. Will any of the funds to be borrowed through the Authority be used to
repay or refinance an existing mortgage or outstanding loan?
(Complete questions 31 and 32 only if the proposed financing is an industrial
development financing in excess of $1 million.)
31. List "capital expenditures" paid or incurred by the principal user or
any other person with respect to this project:
La nd
Buildings
Equipment
Engineering
Architecture
Research and development
Interest during construction
Other (please explain)
Past 3 years Next 3 years
"Capital expenditures" means any expenditures which could, under any
election provided in the Income Tax Regulations, be treated as a capi-
tal expenditure rather than an ordinary expense for federal income tax
purposes. Examples of areas requiring particular attention are:
Research and development expenses with respect to a facility must
be treated as capital expenditures with respect to it. This would
include research and development with respect to equipment to be
J.
used there. Research and development expenses allocable to the
project under the foregoing rule must be treated as capital ex-
penditures with respect to it even though the research and de-
velopment work takes place in a different municipality or state.
Costs of molds, etc. to be used at a facility are capital expend-
itures even if paid by the customer.
Costs of equipment to be moved to a facility are capital expend-
itures even if the purchase and initial use of the equipment oc-
curred outside the municipality.
32.`` List capital expenditures with respect to other facilities of the prin-
cipal user or any related person, if the facilities are located in the
same municipality.
Land
Buildings
Equipment
Engineering
Architecture
Research and development
Interest during construction
Other (please explain)
�1
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Past 3 years Next 3 years
$