HomeMy WebLinkAbout1985-296 RESOLUTION NO. 85-296
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
2 SAN BERNARDINO, CALIFORNIA, APPROVING THE ISSUANCE BY THE CITY OF
SAN BERNARDINO INDUSTRIAL DEVELOPMENT AUTHORITY OF ITS CITY OF
3 SAN BERNARDINO INDUSTRIAL DEVELOPMENT AUTHORITY, INDUSTRIAL
DEVELOPMENT REVENUE BONDS, C&M FINE PACK, INC. PROJECT, ISSUE OF
4 1985 AND THE PROJECT TO BE FINANCED THEREBY, MAKING CERTAIN
FINDINGS AND DETERMINATIONS AND SETTING A PUBLIC HEARING RELATING
5 THERETO (C&M FINE PACK, INC. PROJECT)
6 WHEREAS, the City of San Bernardino Industrial Development
7 Authority (the "Authority") is authorized and empowered by the
8 California Industrial Development Financing Act (the "Act") being
9 found as Government Code Section 91500 , et seq. , to finance
10 certain industrial activities as permitted by the Act and to
11 issue bonds for the purpose of enabling various developers to
12 finance the cost of such industrial activities; and
13 WHEREAS, the Authority has been requested to issue and sell
14 its bonds to provide for the financing of a certain project to be
15 located within the City of San Bernardino , California (the
16 "City") , as proposed by C&M Fine Pack , Inc . , a California
17 corporation (the "Company") , without any liability to the
18 Authority or the City whatsoever; and
19 WHEREAS, the Authority, pursuant to an appropriate
20 resolution adopted on July 29, 1985, accepted the Application for
21 Financing as submitted by the Company and declared its intention
22 to authorize and issue bonds of the Authority for the purpose of
23 paying the costs of financing the project , as described and set
24 forth in said resolution and said Application for Financing (the
25 "Project") , and the costs of issuing such bonds , upon such ter:-cs
26 and conditions as may be agreed upon by the Authority, the
27 Company and the purchasers of the bonds; and
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WHEREAS, the Authority, pursuant to said resolution adopted
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on July 29, 1985, determined that the Project will be a
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substantial factor in the accrual of each of the public benefits
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from the use of the facilities as proposed in said Application
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for Financing , and that the Project is in accordance with the
5
_Act; and
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WHEREAS, the Authority has requested the Mayor and Common
7
Council of the City of San Bernardino , California (the "Mayor and
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Common Council") , to review the Application for Financing and
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approve said Project and the intended financing therefor; and
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WHEREAS, the certain amendments to Section 103 of the
11
Internal Revenue Code of 1954, as amended (the "Code") , as
12
enacted by Congress under the Tax Equity and Fiscal
13 Responsibility Act of 1982 ("T.E.F .R.A. ") , require that a public
14 hearing be held in connection with the authorization and issuance
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of any industrial development bonds including such bonds which
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may be issued by the Authority to enable the Company to finance
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the cost of the Project; and
18 WHEREAS, the City has been requested to hold a public
19 hearing pursuant to the Code as amended by T.E.F .R.A. for the
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issuance and sale of industrial development revenue bonds by the
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Authority to provide funds for the financing of the Company to be
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located within the City; and
23 WHEREAS, it is appropriate for the City to take certain
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action at this time regarding the request of the Company.
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NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF
26 SAN BERNARDINO, DO HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS
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FOLLOWS:
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Section 1 . That the recitals set forth hereinabove are true
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and correct in all respects .
2
Section 2. Pursuant to the requirements of Code Section
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103 (k) , the City hereby orders and schedules a public hearing to
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be held in connection with the Project, as described in the
5 recitals of this Resolution , in accordance with said Code Section
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103 (k) on August 19, 1985, at the hour of 11 : 00 a.m. in the
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Council Chambers , San Bernardino City Hall , for the purpose of
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considering the public benefits and public purposes to be
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furthered by the financing of financings contemplated by the
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action of the Authority for the issuance of industrial
11 development revenue bonds for the Project pursuant to the Act .
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The City hereby ratifies the publication of the notice of said
13
public hearing as attached hereto as Exhibit "A" and incorporated
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herein by reference .
15
Section 3 . The Project and issuance of a principal amount
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not in excess of $8,100,000 of the "City of San Bernardino
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Industrial Development authority, Industrial Development Revenue
18 Bonds , C&M Fine Pack , Inc . Project , Issue of 1985" , for the
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corporate purpose of the Authority in aiding in the financing of
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the Project , and for other purposes related thereto, all of which
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constitute "industrial uses" , as such term is used in Government
22
Code Section 91503 (a) (1) , are hereby authorized and approved
23
pursuant to Governments Code Section 91530 (f) .
24
Section 4. The City Clerk of the City is hereby directed to
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transmit a certified copy of this Resolution to the Authority
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pursuant to Government Code Section 91530 (f) , in addition to
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28 copies of all assessments , supporting studies , notices ,
3
certifications, declarations and documents related to the
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California Environmental Quality Act of 1970 , as amended ,
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:regarding the Project .
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Section 5 . The approval as herein granted and the final
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approval of the project and the financing thereof are
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specifically conditioned upon the 'Mayor and Common Council
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approving the final environmental assessments and other
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environmental documents prepared or to be prepared pursuant to
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the provisions of the California Environmental Quality Act of
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1970 , as amended, with respect to any and all environmental
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conditions with regard to the operations of the Project as
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proposed by the Company in the Application. Adoption of this
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resolution shall not be construed as approval of the plans or
13
concept of the proposed development , nor as an indication that
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the Mayor and Common Council will tape any particular action
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toward granting any planning , zoning , or other approval relating
16
to a plan of development . The Mayor and Common Council reserve
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their right to evaluate any future administrative procedures and
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appeals based solely on the information available at the time of
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consideration , including any actions or recommendations by or
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appeals from the Development Review Committee and the Planning
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Commission. Nothing herein shall. be construed as advance
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commitment or approval. as to any such matter , and the applicant
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is notified that normal planning processing shall be required, in
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accordance with the standard Lrocedures of the City of San
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Bernardino, and that applicant will be required to comply with
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all applicable laws and ordinances of the city, state and federal
27
government .
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Section 6 . This Resolution shall take effect upon adoption .
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I HEREBY CERTIFY that the foregoing resolution was duly
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adopted by the Mayor and Common Council of the City of San
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Bernardino at a regular meeting thereof, held on the
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Stn day of -2,ugu� ..... 1985, by the following vote, to
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wit :
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AYES: Council Members Estrada, Reilly, Hernandez ,
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Marks , Quiel, Frazier, Strickler
NAYS: None
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ABSENT: None
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12 CITY CLERK
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The foregoing resolution is hereby approved this lith day
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of August , 1985 . ,. y:
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16 Mayor of the City o? San Bernardino
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18 Approved as to form:
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City Attorney
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5
EXHIBIT "A"
NOTICE OF PUBLIC HEARING BY THE MAYOR AND COMMON
COUNCIL OF THE CITY OF SAN BERNARDINO,
CALIFORNIA, FOR A CERTAIN INDUSTRIAL DEVELOPMENT
BOND FINANCING AND THE ISSUANCE OF INDUSTRIAL
DEVELOPMENT REVENUE BONDS IN CONNECTION THEREWITH
(C & M FINE PACK, INC. PROJECT)
NOTICE IS HEREBY GIVEN that a public hearing shall be
conducted by the Mayor and Common Council of the City of
San Bernardino, California and shall be held on Monday, August 19 ,
1985, at the hour of 11 : 00 A.M. , in the Council Chambers, City Hall ,
300 North "D" Street, San Bernardino, California 92418 , for the
purpose as hereinafter set forth.
The purpose of said public hearing is to consider a
proposal by C & M Fine Pack, Inc . , a California corporation (the
"Company" ) , in accordance with Section 103 (k) of the Internal
Revenue Code of 1954 , as amended, for industrial development bond
financing for the "C & M Fine Pack, Inc . Project" which shall
consist of the acquisition of a twelve and seven-tenths ( 12 . 7) acre
parcel of property located on the northwest side of Georgia
Boulevard between Campus Drive and Saratoga Way in the State College
Industrial Park and the construction thereon of an approximately
200 , 000 square foot industrial production and warehousing facility
and the acquisition of the necessary machinery and equipment for the
production of plastic food containers and food packaging materials
in the City of San Bernardino, California (the "City" ) .
A-1
The City of San Bernardino Industrial Development Authority
(the "Authority" ) intends to issue its industrial development
revenue bonds pursuant to the California Industrial Development
Financing Act , as amended (the "Act" ) , for said Project . The total
cost of the Project is currently estimated to be approximately
$14 , 000, 000 and the financing for this Project shall be derived from
a variety of sources including a $5 , 000, 000 equity contribution from
the Company, the proceeds of a UDAG grant , certain appropriate
assistance from the Redevelopment Agency of the City of San
Bernardino and from the issuance of tax-exempt bonds or other
obligations of the Authority in a maximum principal amount presently
estimated not to exceed Eight Million One Hundred Thousand Dollars
($8 , 100 , 000) . Land acquisition costs associated with the Project
are estimated to be approximately $1 , 200 , 000 , site improvement and
building construction costs are estimated to be approximately
$3 , 900, 000 , machinery and equipment acquisition costs are estimated
to be approximately $7 , 500 , 000 , architectural , engineering, funded
interest during construction, financing, legal and miscellaneous
expenses and contingencies are estimated to be approximately
$1, 400, 1)00 . The Authority intends to issue its bonds pursuant to
the Act in an amount presently estimated not to exceed $8 , 100 , 000
for the financing thereof, without any liability to the Authority or the
City whatsoever.
All persons interested in the subject matter and the public
purposes and public benefits and the issuance, by the Authority of
its industrial development revenue bonds in an estimated principal
A-2
amount not to exceed $8 , 100 , 000 in connection with the Project may
attend such hearing and/or file their written comments thereto .
NOTICE GIVEN as of this 31st day of July, 1985 .
Cit Clerk of the City of
San Bernardino, California
To be published in The Sun on 08/05/85 and 08/12/85
A-3
2 , 212-1/0861S/jh
07/28/85
CITY OF SAN BERNARDINO
INDUSTRIAL DEVELOPMENT AUTHORITY
APPLICATION FOR TAX-EXEMPT FINANCING
OF C & M FINE PACK, INC.
PART I . Company Identification and Contact Information
1 . The name and address of the Applicant is :
C & M Fine Pack, Inc. , a California corporation
c/o Mitsubishi International Corporation
Los Angeles Branch, Chemical Division
555 South Flower Street
Los Angeles , California 90071-2365
For the purposes of this Application the name,
addressee and telephone number of the principal
contact person of the Applicant is :
Kiyoaki Kanamaru,
Assistant General Manager
Mitsubishi International Corporation,
Los Angeles Branch
555 South Flower Street
Los Angeles, California 90071-2365
(213) 977-3797
2 . The Applicant does business as C & M Fine Pack, Inc . ,
a California corporation.
3 . The current business address of the Applicant is :
C&M Fine Pack, Inc .
c/o Irell & Manella
Attn: Elizabeth Schwartz, Esq .
1800 Avenue of the Stars
Suite 900
Los Angeles, California 90067
(213) 277-1010
4 . The Applicant currently has no facilities in
California .
5 . The Applicant is a California corporation incorporated
on July 15 , 1985 .
6 . The names and addresses of the directors and officers
of the Applicant are as follows :
- 1 -
Directors :
Koji Watanabe, President
of Chuo Kagaku Co . , Ltd
7-5-1 Higashi ,
Kohnosu City, Saitama Prefecture
Japan
Eiji Natori
69-2-3 Ningyo, Kohnosu City,
Saitama Prefecture, Japan
Shigeharu Maekawa
30-5-2 Mejiro,
Toshima-ku,
Tokyo, Japan
Officers :
Koji Watanabe
President
7-5-1 Higashi
Kohnosu City, Saitama Prefecture
Japan
Kiyoaki Kanamaru
Secretary/Treasurer
87 West Sandra Avenue
Arcadia, California 91106
7 . Forty percent (400) of the shares of the Applicant are
owned by Chuo Kagaku Co . , Ltd. , a Japanese corporation,
forty percent (40%) owned by Mitsubishi Corporation, a
Japanese corporation and twenty percent (20%) of the shares
of the Applicant are owned by Watanabe Kosan Company, Ltd. ,
a Japanese corporation.
8 . Expert Services
Bond Counsel to the City of San Bernardino Industrial
Development Authority: Sabo & Gondek, a Professional
Corporation; 5855 Topanga Canyon Boulevard, Suite 100,
Woodland Hills, California 91367 (818) 704-0195
Principal Accountant to the Applicant : Ernst &
Whinney, 515 South Flower Street , Suite 1700, Los
Angeles, California 90071
Principal Attorney for the Applicant : Irell &
Manella, Attention: Elizabeth Schwartz, Esq. , 1800
Avenue of the Stars, Suite 900 , Los Angeles ,
California 90067 (213) 277-1010
- 2 -
Principal Architect for the Applicant :
Kowalski-Harding & Associates , Inc. , 550 Del Amo
Boulevard, Suite 200 , Carson, California 90746
Principal Engineer for the Applicant : none selected
at present
Principal Contractor for the Applicant : none selected
at present
Principal Bank Account for the Applicant
The Taiyokobe Bank, Ltd.
Los Angeles Agency
444 South Flower Street
Los Angeles , California 90071 :
PART II . Company Description
1 . The Applicant is the corporation through which
industrial operations will be conducted in California . The
Applicant shall manufacture a variety of plastic food
containers and packaging materials and conduct related
industrial warehousing activities associated with such
manufacturing activities .
The planned manufacturing and warehousing operations
of the Applicant will require the acquisition and
construction of an automated modern manufacturing facility
for the fabrication of a variety of plastic food containers
and packaging materials and the warehouse facilities must
contain storage space adequate for both raw materials and
finished products .
2 . The Applicant has no other industrial facilities in
California . The Applicant has not previously obtained any
other tax-exempt financing .
3 . A projected profit and loss statement, a balance
sheet, and cash flow projection regarding the operation of
the Project have been prepared by the Applicant and are
attached to this Application. The projections included in
such documents are based upon estimates and assumptions
which are believed by the Applicant to be reasonable .
- 3 -
PART III . DESCRIPTION OF THE PROJECT
The Project includes the acquisition of approximately
twelve and seven-tenths (12 . 7) acres of land and the construction
thereon of an approximately two hundred thousand (200, 000) square
foot manufacturing, warehousing and distribution facility for the
manufacturing of plastic food containers and plastic food packaging
materials . In addition to the acquisition of said land, located on
the northwest side of Georgia Boulevard between Saratoga Way and
Campus Drive in the State College Industrial Park in the City and
building costs, the Project requires the acquisition of new
machinery and equipment , including, but not limited to, plastic
materials , sheet extruders , vacuum forming equipment, trimming
machines, materials crushers, laminators and packaging materials
printing equipment .
1 . Estimated Construction:
Scheduled starting date will be November, 1985 .
Scheduled completion date will be March, 1986
2 . The location of the Project is a vacant 12 . 71 acre
parcel of property located in the State College Business
Park in the City of San Bernardino . The legal owner of the
land necessary for the Project is CC San Bernardino Inc. ,
and the Applicant plans to acquire the land necessary for
the Project by November, 1985 . An 8-1/2" x 11" map showing
the location Project site is attached.
3 . The production process of the Project is more fully
described in the attached materials .
4 . At present , the only known environmental quality
regulation affecting the operation of the Project is
Regulation 13 of the South Coast Air Quality Management
District . The Applicant is currently preparing to apply
for the appropriate permits for the construction and
operation of the Project .
5 . By-products or residues of the proposed operation of
the Project shall be fully reclaimed for own use by the
Applicant .
PART IV COST OF PROJECT
The currently estimated cost of the land, improvements and
equipment necessary for the Project shall not exceed $14 , 000, 000 .
It is currently proposed that the financing for the Project shall be
derived from a combination of tax-exempt debt financing , equity
contributions from the principal shareholders of the Applicant , the
proceeds of a UDAG grant and certain assistance from the
Redevelopment Agency of the City of San Bernardino . The source of
financing for the Project is anticipated to be derived as follows :
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i) $8 , 100, 000 tax-exempt, ii) $5 , 000, 000 equity contributions , iii)
$700 , 000 UDAG grant and iv) $200 , 000 in proposed assistance from the
Redevelopment Agency of the City of San Bernardino for certain land
acquisition costs . The Applicant is preparing a UDAG application to
be submitted on July 30, 1985 in connection with the Project .
The overall capital and financing costs of the Project are
estimated to be as follows :
A. Land acquisition $1, 200, 000
B. Architectural and engineering $ 700, 000
C. Construction costs including
site preparation and
building construction $3 , 900, 000
D. Machinery and equipment $7, 500, 000
E. Interest during construction $ 300, 000
F. Financing costs :
Underwiter ' s discount $150, 000
Legal, accounting and
printing $ 70 , 000
Bank charges , including
letter of credit fees $120 , 000
Miscellaneous $ 60, 000
Subtotal $ 400, 000
PROJECT TOTAL COST (WITH UDAG) $14 , 000 , 000
TAX-EXEMPT COMPONENT
OF PROJECT FINANCING $ 8, 100 , 000
- 5 -
PART V. Description of the Public Benefits of the Project
A. The Applicant at present has no other location or
facilities in the City of San Bernardino (the "City" ) or the
State of California .
B. The commencement of manufacturing and industrial
warehousing activities by the Applicant is anticipated to result
in a significant number of new employment opportunities in an
area which currently suffers from a high level of unemployment .
These new employment opportunities are expected to focus
primarily upon unskilled and semi-skilled industrial positions
which are occupational categories with comparatively high levels
of unemployment in the City of San Bernardino .
Within one year following the commencement of
operations of the Project the Applicant anticipates that
approximately one hundred (100) persons will be employed full
time at the Project . The Applicant also estimates that an
additional one hundred (100) persons will be employed full time
in the future. In addition, it is anticipated that commencement
of operations of the Project will create a substantial number of
new employment opportunities in certain related service and
transportation sectors . The wages and salaries to be paid to
employees in the various job categories shall meet local and
regional standards . The Project will be constructed in
accordance with all applicable federal , state and local laws and
regulations , hence working conditions will be satisfactory.
C. Completion of the Project will enable the Applicant to
commence the cost efficient production of plastic food
containers and food packaging products . The consumer should
benefit from the Applicant ' s ability to efficiently manufacture
such products .
D. The City will benefit from the increased payroll and
property values associated with completion of the Project .
Unemployment should be reduced by employment of additional
unskilled and semi-skilled workers .
PART VI . Description of Public Detriment from Issuance of Bonds in
the Maximum Amount Proposed in the Application.
The Applicant sees no detrimental impact by reason of such
bond issuance. Usual city services are sufficient to support
the proposed manufacturing and warehousing activities and no job
displacement is foreseen.
- 6 -
PART VII . Relocation.
The Applicant currently has no other manufacturing
operations in California . The Project will be a new facility
and not a relocation or consolidation of existing facilities
which are currently in operation.
PART VIII . Description of the Proposed Issuance of the Bonds
A. The Applicant believes that the tax-exempt component
of the overall financing of the Project will be privately placed
with banks . The Applicant anticipates obtaining a commitment
for underwriter from the firm of Smith Barney Harris Upham &
Co . , Inc. in connection with the tax-exempt financing for the
Project .
B. The terms of the Bonds would be subject to negotiation
with the Authority and the purchasing financial institutions .
C. The probable method of financing for the Project would
be loan of bond proceeds by the Authority to the Applicant .
D. Depending upon the outcome of negotiations , the Bonds
would be secured by a letter of credit to be issued by The Sanwa
Bank Ltd. , Japan in a principal amount and for a term necessary
to secure principal and interest of the tax-exempt component of
the financing for the Project . Revenues to service the debt
will arise from profits generated by Applicant in the normal
course of business .
PART IX COMMITMENTS
The Applicant by the submission of this Application agrees
to comply and/or to assist the Authority in complying with all
stage and federal laws in the issuance of the bonds or other
such tax-exempt obligations to finance the Project acceptable to
the Authority and the Applicant, including, without limitation,
the making of any required application to a governmental
department for authorization, qualification or registration of
the offer, issuance or sale of the bonds or other tax-exempt
obligations , and any amendments thereto, and any permit or other
authorization of such governmental department , prior to the
delivery by the Authority of such bonds or other tax-exempt
obligations .
The Applicant further commits to cause and/or to assist the
Authority in causing to be printed any prospectus or other
written or printed communication proposed to be published in
connection with the issuance, offer or sale of bonds or other
tax-exempt obligations acceptable to the Authority and the
Applicant , prior to the delivery by the Authority of such bonds
or other tax-exempt obligations, and, to the extent deemed
necessary by the Authority, following delivery of such bonds or
other tax-exempt obligations .
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The Applicant also commits to pay all expenses as
authorized and approved by the Applicant in connection with the
issuance, offer or sale of the bonds or other tax-exempt
obligations , whether or not such bonds or other tax-exempt
obligations are finally issued, and to hold the Authority
harmless from any and all expenses related thereto, to pay items
on an ongoing basis so that neither the Authority, nor its
advisors, attorneys , employees and the like will accumulate any
claims against the Authority.
The Applicant will supply any additional information,
agreements and undertakings as the Authority may reasonably
require as a result of conferences and negotiations and such
additional information and agreements will be reproduced and
supplied to the Authority and shall be deemed as supplements or
amendments to this Application.
The Applicant acknowledges that adoption of the Inducement
Resolution shall not be construed as approval of the plans or
concept of the proposed development, nor as an indication that
either the Authority or the Mayor and Common Council of the
Authority of San Bernardino, California will hereafter take any
particular action toward granting any planning, zoning or other
approval relating to a plan of development . The Applicant
acknowledges that nothing herein shall be construed as an
advance commitment or approval as to any such matter , normal
planning processing shall be required, in accordance with the
standard procedures of the City and the Applicant will be
required to comply with all laws and ordinances of the
Authority, the City, the State and federal government .
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PART X SIGNATURE
The undersigned as an authorized officer of the Applicant
hereby certifies that the undersigned has the authority to bind
the Applicant to contract terms, that this Application to the
best: knowledge and belief of the undersigned, contains no false
or incorrect information or data, and this Application,
including exhibits and attachments hereto, is truly descriptive
of the proposed Project .
DATED:
"APPLICANT"
C & M FINE PACK, INC. ,
a California corporation
By: ea -
i Kanamura
under a power of attorney for
C & M Fine Pack, Inc . ,
a California corporation
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS :
THAT, C&M FINE PACK Inc., a corporation duly organized under
the laws of California does hereby make, constitute and appoint
Mr. Kiyoaki Kanamaru, Assistant General Manager of MITSUBISHI
INTERNATIONAL CORPORATION Los Angeles Branch, 555 South Flower
Street, Los Angeles, California to be its true and lawful attorney,
for it, and in its name, place and stead to sign and execute an
application of INDUSTRIAL DEVELOPMENT BOND FINANCING, which will
be issued by the Redevelopment Agency of the City of San Bernardino,
giving and granting unto the said attorney full power and authority
to do and perform all and every act and thing whatsoever, requisite,
necessary and proper to be done in the premises, as fully, to all
J intents and purposes, as it might or could do, hereby ratifying and
confirming all that its said attorney, shall lawfully do, or cause
to be done, by virtue hereof.
` s caused its corporate
In Testimony whereof, C&M FINE PACK Inc, has orate p
name to be subscribed hereto by its Representative Director
1 Mr. K. Watanabe on the 25th of July, 1985.
C&M FINE PACK INC.
(K. Watanabe )
Representative Director