Item 8 - Consideration of Resolution Hallmark Circuits Inc
~ AGENDA REPORT SUMMARY -
TO: Honorable Mayor and Members ~ City Council
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iROM: James L. Bowersox, City Mana
INITIATED BY: John D. Fitch, Assistant City Manager~)1
~arren H. Shafer, Director of Redevelopment Services
DATE: April 2, 1996
SUBJECT: Consideration of a Resolution of the Industrial Development Authority of
the City of Poway Approving the Application of Hallmark Circuits, Inc.
ABSTRACT
By adoption of Ordinance 453 on September 15, 1995, the Council created the Poway
Industrial Development Authority (IDA). The IDA has received its first application for
Industrial Development Bonds. The Council sits as the Board of the IDA and approval of
the application is the first step in the review and approval process. Hallmark
Circuits, Inc, the applicant, plans to built a 75,000 sq ft facility on three lots they
purchased in Parkway Business Centre. The use of lOBs will provide financing
approximately 2% below prime and is, therefore, an important economi c development
incentive.
ENVIRONMENTAL REVIEW
This action is not subject to CEQA review.
FISCAL IMPACT
There is a minor cost to the City for processing the application and reports. All other
costs, including the obligation to payoff the bonds, are the sole responsibility of
Hallmark Circuits, Inc.
ADDITIONAL PUBLIC NOTIFICATION AND CORRESPONDENCE
A copy of this report was sent to Thomas R. White, Chief Executive Officer of Hallmark
Ci rcuits.
RECOMMENDATION
It is recommended that the City Council, acting in its capacity as the Poway IDA, adopt
the resolution approving the application of Hallmark Circuits, Inc. for Industri a 1
Development Bonds, and direct staff to schedule the Public Hearing.
ACTION
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AGENDA REPORT
CITY OF POWAY
TO: Honorable Mayor and Members~e City Council
FROM: James L. Bowersox, City Man 0r
INITIATED BY: John D. Fitch, Assistant City Manager~
~warren H. Shafer, Director of Redevelo ent Services
DATE: April 2, 1996
SUBJECT: Consideration of a Resolution of the Industrial Development
Authority of the City of Poway Approving the Application of
Hallmark Circuits, Inc.
BACKGROUND
By adoption of Ordinance 453 on September 15, 1995, the Council created the Poway
Industrial Development Authority (IDA) . The IDA has received its first
application for Industrial Development Bonds (IDBs). The Council sits as the
Board of the IDA and approval of the application is the first step in the review
and approval process. Hallmark Circuits, Inc, the applicant, plans to built a
75,000 sq ft facility on three lots they purchased in Parkway Business Centre.
FINDINGS
As one of the City's efforts to encourage economic development, the City Council
authorized the use of IDBs through its Industrial Development Authority. Using
IDBs allows private manufacturing concerns the ability to raise capital at tax
exempt rates. This program is authorized by Federal and State law and is often
referred to as "conduit bond" financing. This name is derived from the fact that
the City's IDA acts as the "conduit" by approv i ng the bonds, but has no
obligation or requirement to repay the debt.
The process requires two actions by the IDA. First is the Authority's approval
of the application. This action is important since it marks the pOint at which
the applicant can begin incurring costs that can be repaid with bond proceeds.
The City is also required to conduct another hearing within 45 days to officially
act on the application. If the City approves the application, the Authority then
files the necessary appl ication with the Cal ifornia Industri al Development
Financing Authority (CIDFAC) and the California Debt Advisory Commission (CDAC).
After these steps, the second and final action by the Authority is the adoption
of the resolutions authorizing the issuance of bonds and the necessary documents.
The use of IDBs will provide financing at approximately 2% below prime and is,
therefore, an important economic development incentive for Hallmark to build
thei r new plant in Poway. Their plans call for a complete relocation and
expansion of their business. This will include all thei r manufacturi ng
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- Consideration of Resolution of IDA Approving Application of Hallmark Circuits
April 2, 1996
Page 2
operations and their corporate offices. The funds will be used to cover the cost
of construction, new manufacturing equipment and waste water treatment equipment.
As noted, neither the City nor the IDA will incur any obligations as a result of
the bonds being issued.
ENVIRONMENTAL REVIEW
This action is not subject to CEQA review.
FISCAL IMPACT
There is a minor indirect cost to the City for processing the application and
reports. All other application fees and related costs, including the obligation
to payoff the bonds, will be the responsibility of Hallmark Circuits, Inc.
ADDITIONAL PUBLIC NOTIFICATION AND CORRESPONDENCE
A copy of this report was sent to Thomas R. White, Chief Executive Officer of
Hallmark Circuits, Inc.
RECOMMENDATION
- It is recommended that the City Council, acting in its capacity as the Poway IDA,
adopt the resolution (Attachment 1 ) approving the appl ication of Hallmark
Circuits, Inc. for Industrial Development Bonds, and direct staff to schedule the
Public Hearing.
Attachment: (1) Resolution
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INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF POW A Y
RESOLUTION NO.
RESOLUTION OF THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF POW A Y APPROVING THE
APPLICATION OF HALLMARK CIRCUITS, INC.
WHEREAS, the Industrial Development Authority of the City of Poway (the" Authority"
herein) has been duly activated by Ordinance No. of the City Council of the City of
Poway (the "City"), and the City Council of the City has been duly authorized to act as the
Board of Directors of said Authority; and
WHEREAS, Hallmark Circuits, Inc., a California corporation, (the "Company" herein),
has submitted its Application for the issuance of Bonds on behalf of its proposed Project as
described therein, attached hereto as Exhibit A and incorporated herein by reference, all as such
terms are defmed in the California Industrial Development Financing Act (California Government
Code fi 91500 et seq.) (the" Act" herein) which Application complies with all authority
requirements therefor; and
WHEREAS, said Project is located on approximately 9.11 acres of industrial land on
Danielson Street, Assessor's Parcel Nos. 317-280-2200,317-280-2300 and 317-280-53 00, in
the City and consists of the construction of an approximately 75,000 square foot plant and the
acquisition of equipment therefor; and
WHEREAS, the Authority wishes to secure for the people of the City the public benefits
which will accrue as a result of the financing of the Project and to express the preliminary intent
of the Authority to issue Bonds on behalf of the Project; and
WHEREAS, the economic development staff of the City has reviewed said Application
and has prepared its report with regard thereto.
NOW, THEREFORE, the Industrial Development Authority of the City of Poway does
hereby resolve as follows:
Section 1. The application of the Company for financing pursuant to the Act is
hereby accepted.
Section 2. The Authority hereby finds and determines with respect to said Application
as follows:
(a) It is likely that the undertaking of the Project by the Authority will be a
substantial factor in the accrual of the employment benefits and consumer benefits which
will result from the use of the facilities, all as proposed in the Application. These public
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- benefits will substantially exceed any public detriment from the issuance of the Bonds in
the maximum principal amount proposed in the Application.
(b) The fmancing of the Project and the resultant operation of the Project will
generate employment benefits for the community by increasing the number of employees
of the Company within the community. The Company estimates current employment of
189 employees, which is expected to increase in the first two years of operations of the
Project to 250 employees. Moreover, the Company estimates that its sales will increase
substantially within two years of completion of the Project.
(c) The use of the facilities to be financed pursuant to the Company's
Application qualifies under Government Code A 91503(a)(1) as an industrial use for the
manufacturing of automated fluid dispensing systems.
(d) The Project, as proposed in the Application, is in accord with the purposes
and requirements of the Act in that the proposed Project will enhance and promote
economic development and increase opportunities for useful employment, all as set forth
in the Application.
Section 3. The Authority hereby declares its present intention to issue Bonds on
behalf of the Company to fmance the acquisition and construction by the Company of the Project
described in the Application and recitals hereof, in a principal amount of approximately
$7,000,000 (seven million dollars), and in no event to exceed $10,000,000 (ten million dollars),
.- and for the purposes described in the Application, a copy of which is on file with the City Clerk
of the City.
Section 4. Bonds, if any are issued, shall be issued in accordance with the Act, and
shall be secured by the Project, together with any additional security necessary to ensure the
marketability of the Bonds.
Section 5. In no event shall the Bonds constitute a pledge of the faith and credit of
the City, the State of California, or any political subdivision of the State and the City shall not be
liable to make any appropriations for repayment of the Bonds. The Bonds shall constitute a mere
special obligation of the Authority payable solely out of the revenues or other sources provided
for in the Project Agreement and proceedings to be provided hereafter.
Section 6. This resolution is adopted as official action of the Authority in order to
comply with Treasury Regulation A A 1.1 03-8T and 1.150-2 and any other regulations of the
Internal Revenue Service relating to the qualification for reimbursement of Authority expenditures
incurred prior to the date of issue of the Obligations, is part of the Authority's official
proceedings, and will be available for inspection by the general public at the main administrative
office of the Authority.
Section 7. Anything to the contrary herein notwithstanding, in no event shall this
resolution bind the Authority in any way, shape or form to proceed with the Project and shall be
- subject in all respects to the unfettered discretion of the Authority with respect to the issuance of
Obligations for such Project. Moreover, the issuance of any Obligations shall be subject to
compliance in all respects with all environmental, regulatory and other requirements which the
PUBL:35683_11017182468.00011 2 APR 2 1996 ITEM 8
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Resolution No. 96-
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Authority is subject to or may reasonably impose, the sole purpose of this resolution being to
serve as official action under Treasury Regulation Sections 1.103-8T and 1.150-2 and acceptance
of the application under Government Code Section 91530(c). In any event, the Authority
acknowledges it may not issue the Bonds until such time, if ever, as the State Legislature
provides authority for the issuance of the Bonds for such purposes pursuant to the Act, which
authority has lapsed by reason of the operation of Government Code Section 91521.3 set forth in
the Act.
Section 8. A copy of the Application shall be filed with the City Clerk of the City.
Concurrently, a notice of acceptance of the Application and the filing with the City shall be
published in the Poway News Chieftain pursuant to Section 91530(d) of the Act. Such notice
shall name the Company, state the estimated maximum bond issue, and briefly summarize the
proposed Project.
Section 9. A notice shall be published of the public hearing to be held before the City
Council of the City with respect to said Application in accordance with Section 147(f) of the
Internal Revenue Code of 1986, as amended, and the Act.
Section 10. All recitals in this resolution are true and correct, and this Board of
Directors so finds, determines and represents.
PASSED, APPROVED AND ADOPTED at a regular meeting of the Industrial Development
Authority of the City of Poway this 2nd day of April 1996.
Don Higginson, Chair
Industrial Development Authority
of the City of Poway
ATTEST:
Marjorie K. Wahlsten, Secretary
Industrial Development Authority
of the City of Poway
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- CALIFORNIA INDUSTRIAL DEVELOPMENT FINANCING
ADVISORY COMMISSION PROJECT APPLICATION
Please complete the following information format. Fill in the appropriate charts on-employment,
payroll, and cost information. Attach additional sheets to complete the remaining information.
The complete application package must be typed.
I. ISSUING AUTHORITY - Name, address, telephone number and contact
person.
Industrial Development Authority of the City of Poway
13325 Civic Center Drive
Poway, CA 92064
(619) 748-6600
Contact: Warren Shafer
Director of Redevelopment Services
Tel. (619) 679-4249
II. PUBLIC JURISDICTION. Name, address, telephone number and contact
person.
City of Poway
13325 Civic Center Drive
.- Poway, CA 92064
(619) 748-6600
Contact: Warren Shafer
Director of Redevelopment Services
Tel. (619) 679-4249
III. APPLICANT COMPANY - Please answer the following questions (A-F) for
both the applicant (borrowing entity) and the user of the facility, if different.
Comoanv Identification
A. Official business name, address, telephone number, telefax number and contact
person.
Hallmark Circuits, Inc.
5330 Eastgate Mall Road
San Diego, CA 92121-2899
Tel: (619) 453-7800
Fax: (619) 453-0360
Contact Person: Thomas R. White, COB/CEO
B. Any "Doing Business As" names.
No
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C. Address of Applicant's headquarters, if different.
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EXHIBIT "A"
Same as above
D. Other operating locations in California
None ~ -
E. The legal form of the Applicant, corporation, partnership, or sole proprietorship.
Complete the appropriate section below.
Corporation
Corporation
1) Officers of the Corporation.
Thomas R. White, COB/CEO
Kenneth A. White, Vice President
John R. White, Vice President
James R. White, Vice President
2) Major Shareholders (10% or more).
Thomas R. White, COB/CEO
Kenneth A. White, Vice President
John R. White, Vice President
James R. White, Vice President
3) Date and place of incorporation.
April 23, 1970, San Diego, California
4) For publicly held corporations, stock exchange on which listed. If traded over
the counter, or on NASDAQ, please indicate the market makers.
Not Applicable
PartnershiD
1) Names and addresses of general and limited partners, and share of ownership.
Pending - At this time, a separate partnership is planned for the building and
land, where the partnership will lease to Hallmark Circuits, Inc. 100% of
the facility. The partners will be Thomas R. White, Kenneth A. White.
John R. White and James R. White who are the owners of Hallmark
Circuits, Inc.
2) Date of partnership.
Pending
Sole Droprietorship - date and place of establishment.
Not Applicable
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Business relationshins
Is the Applicant or User an owner, subsidiary or affiliated directly or indirectly with
any other business or organization? If so, indicate the relationship. -
No
Comnanv Description
A. Tax Identification for APplicant and User
I. IRS Office where tax returns are f1!ed
Fresno, CA
2. Tax Identification Number.
Federal ID # 95-2648324
B. SIC Number of company.
SIC # 36 79
C. Description of principal products and/or services.
Manufacturer of multilayer printed circuit boards
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D. Major customers of finn's products, identifying specific companies and type
of customer (i.e. discount retailer).
Motorola, Tempe, AZ - Computer Manufacturer
Seagate, Oklahoma City, OK - Disk Drive Manufacturer
Seagate, Scotts Valley, CA - Disk Drive Manufacturer
Act Manufacturing, Hudson, MA - Contract Manufacturer
Applied Instruments, Annharbor, MI - Vision Systems Manufacturer
Cognex, Natick, MA - Vision Systems Manufacturer
E. Description of finn's present physical facilities, including size and use of facility
We currently occupy 100% of a concrete tilt-up 44,000 square foot facility
which is located on 2.7 acres for manufacturing of printed circuit boards.
F. Other tax-exempt financing currently outstanding.
None
IV. DESCRIPTION OF THE PROJECT
Proiect Location and Site Information
A. Address and size of site (attach map or drawing) with streets.
.- The property is located on Danielson Street in the City of Poway on 3 lots.
- Parcel #: 317 280 22 00, Lot 10. Poway TCT # 87-13 unit # 0 I
- Parcel #: 317 280 23 00. Lot II, Poway TCT # 87-13 unit # 0 I
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- Parcel #: 317 2805300, Par 12. Parcel Map No 16700
Total gross acreage is 9.11.
B. Description of current improvements on the site, including age, current use and
size, include pictures. -
None
C. Ownership
1. Does Applicant currently own site?
The land is currently owned by the officers of the corporation, personally.
2. If Applicant does not own site, a description of escrow agreement, lease
arrangements, options or other evidence of Applicant's permission to use
site or plans to acquire site.
There will be a direct lease arrangement with the applicant.
D. Is the project located in a state-designated enterprise zone? If so, which zone?
No
ProDosed Proiect Descriotion
A. Description of project, including whether it constitutes a renovation or new
construction, the number of square feet to be constructed/renovated, the type
of equipment being purchased, and any other pertinent information.
. New 75,000 square foot building.
. Additional manufacturing and waste water treatment equipment will be
purchased.
B. Estimated time of construction or renovation, including start date and
completion date.
Start date of construction - July, 1996
Completion date - January, 1997
C. Principal products, uses and activities of project, including SIC Code of
activity to be fmanced.
Manufacturer of multilayer printed circuit boards.
Sic # 36 79
D. Estimated useful life of buildings and/or equipment.
Building - 40 years
Equipment - 10 years
E. Brief narrative describing purpose of project, explaining the business rationale
and economic benefits to be achieved from the project.
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.. The purpose of the project is to expand manufacturing space and capacity,
aJ]ow for future growth and expansion and maintain competitiveness in a
highly competitive Industry.
The business rationale of the project centers on our need to remain
competitive, improve our services to meet our customers needs and provide
a safe work environment and growth opportunity for our employees.
The primary economic benefit is to reduce the facility square foot occupancy
cost.
Project Elil!ibilitv
Does the project meet the eligibility qualifications as defmed by Section 91503 of the
Act (discussed in the earlier section under "Eligible Projects")? Please provide a brief
narrative indicating how the project qualifies.
The project does meet the eligibility section 91503 of the Act.
. At least seventy five percent of the bond proceeds will be used for
manufacturing purposes.
. The overall project cost will not exceed $10,000,000.
.. The project will retain and create at least one new job of every $50,000
of bonds approved, achieving a public purpose.
. The documentation includes a notice to the City of San Diego of our
_. intent to move and written acknowledgment from the City
V. COST OF THE PROJECT
State the total costs associated with the acquisition of the site and construction of the
proposed project, including any utilities and proposed machinery and equipment
purchases. Separate the costs based on their financing sources: the left column
should total the bond amount; the sum of both columns should equal the total project
costs.
To Be Paid
To Be Paid From All
From Bond Other
Proceeds Sources
Acquisition of Land 1 $765,000
Acquisition of Existing Buildings
Fees and other charges related to sale
Rehabilitation of Existing Building(s)
Site Preparation
Construction of New Building(s) $4,000,000
Utilities Connection
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Acquisition and Installation of Used Equipment
Acquisition and Installation of New Equipment
(a) Invoice $3,000,000 -
.
(b) Installation
(c) Other (please explain)
Engineering! Architecture
Legal, Permits, etc.
Bond Issuance Expenses2
(including discount)
Letter of Credit or Bond Issuance Fee
Interest During Construction
from to
Interest Income During Construction
from to
Other (please explain)
Total Total Other
Bond Amount Costs
$7,000,000 $765,000
I. Only 25% of bond proceeds may be applied to the acquisition of land. This cost
includes the cost of demolition of any existing buildings.
2. Total of issuance expenses paid from bond proceeds cannot exceed 2% of face
amount of bonds.
NOTE: Project costs may not include working capital, moving expenses, inventory
or assumption, repayment or refmancing of existing indebtedness other than
construction loans.
VI. PUBLIC BENEFITS
A. Employment Benefits - Please provide your current figures on employment
payroll and sales volume and your best estimate of these figures at the completion
of the project and two years after completion.
Upon Two Years
Completion After
Currentlv of Proiect Comoletion
Statewide Operations
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Number of Locations I I I
Total Sales Volume $18,400,00 $24,000,000 $36,000,000
Number of Employees 189 210 250
Total Payroll $5.300,000 $6,120,000 $7,300,000
Proiect Site
Total Employment None 210 250
Management None 25 30
Skilled None 185 220
Unskilled None 0 0
Total Payroll None $6,120,000 $7,600,000
B. Other EtI1Ployment Infonnation. if applicable
I. Will completion of project lead to increased employment and payroll among
your vendors, service providers or other related companies?
Yes
2. Indicate the impact of the proposed new jobs on areas of severe
unemployment.
Not applicable
3. Will the completion of the project enable the company to retain jobs that
would otherwise be lost?
Yes. In our Industry many companies which have not expanded and
improved their manufacturing capabilities have suffer a loss of business and
employment. If these benefits where obtainable in this jurisdiction, then
we would not have to look at others.
C. Resource Conservation - Discuss any benefits of resource conservation arising
from the project, including mineral and energy conservation, waste reduction,
improvement of recovery, and more efficient resource utilization.
The new facility will include the latest technology and design to be more
efficient regarding water usage, recycling and electrical energy.
D. Consumer Benefits - How will this project increase the quality of or the quantity
of products produced? Does the project involve the development of a new
product or any particular product innovations?
The design of the new facility will increase quality, quantity and cycle time
of products produced.
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. Quantity will increase with the expansion.
. Quality and cycle time will improve with an innovative manufacturing
process flow design. This will create a more flexible environment in
order to meet our customers changing needs.
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The project will involve product innovation such that higher technology
came be implemented into the manufacturing process.
E. Other Public Benefits - Describe any other public benefits from the project,
including, the revitalization of a depressed area, decreased public assistance
payments or additional services or investment in the local community.
. The expansion of the facility and growth will results in higher tax
revenues for the City of Poway.
. Construction jobs created.
VII. PUBLIC DETRIMENTS
A. Em,ployment displacement - will the completion of the project contribute to job
displacements (resulting from site clearance or demise of competing firms)?
No
B. Environmental impact - Does construction of the project. or completion of the
project. have any adverse environmental impact, including additional waste
disposal? If so, describe.
No
C. Economic impact on the city. county and/or state - Estimate types and costs of
new public services or infrastructure improvements required by the projects.
including utility upgrades and street improvements.
All services and utilities are already in place as part of an existing industrial
subdivision.
VIII. RELOCATION
A. Reason for Relocation
If financing is required for relocation of a facility within the State of California,
document that the relocation is due to one of the following:
I. An inadequacy of the existing facility.
Yes. The new facility will allow for a significant expansion of
manufacturing capacity.
2. A significant change in the firm's operations that would require a different
location.
No
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.- 3. A building moratorium where the existing facility is located.
No
4. Expiration of the existing lease and proof that it cannot be renewed on
reasonable economic terms. -
Hallmark's current building lease expires on May, 1997.
In the last two years we have been negotiating with the landlord to no avail.
Our lease rate is more than two times the market rate of similar facilities.
5. An economic need to move closer to the fIrm's customers or supplies.
Not Applicable
6. Inability to fInd adequate expansion space in the existing community.
Yes. We have looked for adequate expansion space and have been unable
to locate land or an existing facility within a distance that would not create
relocation and employee retention problems.
7. Other
Currently, we do not have sufficient parking spaces for all employees.
- B. Will the company retain its current employees at the new facility? If so, what
steps will the company take to mitigate the effects of the relocation on its current
employees? Examples of measures include relocation expenses or transportation
assistance.
Yes, the new facility will not require any existing employees to relocate nor
place any unusual transportation demands on them.
e. Is the relocation necessary to prevent the relocation of substantial operations of
the company outside the state, or the abandonment of substantial operations of
the company? If so, document.
No, It is not necessary. However, Hallmark has been approached in the
past from out of state jurisdictions.
I X. PROPOSED BOND ISSUE
A. Proposed terms of the bonds. including type of placement (private or public),
fInal maturity, the mode of the bonds (that is, variable rate or fIXed rate), and
whether the bond issue is being used to refund an outstanding issue.
. Private placement
. Maturity - 2,016, 20 years
. Variable rate
. Bond is not being used to refund any outstanding issues
-.
B. Security on the bonds - Provide a commitment letter from a bank for an
irrevocable letter of credit or guarantee of bond insurance (include as attachment).
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Purchaser of the bond will not require outside credit enhancement.
C. Identify the participants in the bond issue, including their names, addresses,
telephone numbers, and contact persons: -
(All to be determine)
I) Underwriter
2) Bond Counsel
3) Financial Advisor
4) Applicant Counsel
5) Letter of Credit Bank
6) Trustee
7) Paying Agent
8) Other Participants
X. ADDITIONAL DOCUMENTS
Please submit the followin~ documents aloni with the aQplication. If not available.
indicate when thev will be submitted.
A. Public A%!ency Actions
Provided by City of Poway 1, 2, 3
I. Resolution of Intent from the Industrial Development Authority.
2. Notice of the TEFRA hearing by the local authority.
3. If the proposed project is undertaken by a County Industrial Development
Authority within the territorial jurisdiction of an incorporated city, attach
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-- evidence of the required notification of the proposed project to the city.
B. Financial Statements for the past three years. For public corporations, these
should be the latest IOK's; for private companies, we require the highest level
of fmandal statements available.
Attachment
C. Any other resolutions or documents relating to actions taken by the IDA and
the Public Agency with respect to the application.
Unknown at this time.
XI. APPLICATION FEE - $1,250.00 at time of application. The general fee
(1/4 of I % of the total bond amount) will be paid at the time of bond closing.
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