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HomeMy WebLinkAbout1547RESOLUTION NO. I 5 '-/ 7 A RESOLUTION of the City Council of the City of Kent, Washington, approving the action of the State of Washington Economic Development Finance Authority and the issuance of non-recourse revenue bonds to finance an economic development facility for Pyramid Plastics LLC ("the Company"), and providing for other matters properly relating thereto. WHEREAS, on June 23, 1999, the Washington Economic Development Finance Authority ("WEDF A") had presented to it Resolution No. W- 99-017 (the "Resolution"), a copy of which is attached hereto as Exhibit A, relating to the issuance of non-recourse revenue bonds wherein the proceeds of which would be loaned to the Company for the purchase and installation of multimedia packaging manufacturing equipment (the "Project"), all as authorized by the Economic Development Finance Authority Act of 1989, Ch. 43.163 RCW, as amended (the "Act"); and WHEREAS, on June 23, 1999, WEDFA unanimously approved the Resolution; and WHEREAS, it is the policy of the Washington Economic Development Finance Authority not to issue revenue bonds except upon the approval of the county, city or town within whose planning jurisdiction the proposed industrial development facility lies; and 1 Revenue Bonds WHEREAS, the Project lies within the boundaries of the City of Kent, King County, Washington; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The Kent City Council (the "Council"), pursuant to the request of the Washington Economic Development Finance Authority, does hereby approve the issuance of non-recourse revenue bonds (the "Bonds") by the Washington Economic Development Finance Authority, for the purposes provided in the Act. SECTION 2. The Bonds shall be issued in the aggregate principal sum of not to exceed $1,664,285 pursuant to a Resolution ofWEDFA. The proceeds of the Bonds are to be lent to the Company, pursuant to a loan agreement or other appropriate financing agreement, and used for the purpose of equipping the Project, including the necessary appurtenances, located within the boundaries of the City of Kent and to pay certain costs of issuance of the Bonds. SECTION 3. The Bonds shall not constitute an obligation of the State of Washington or of the City of Kent, and no tax funds or revenues of the State of Washington or of the City of Kent shall be used to pay the principal or interest on the Bonds. Neither the faith and credit nor any taxing power of the State of Washington or of the City of Kent shall be pledged to pay the principal or interest on the Bonds. SECTION 4. The City of Kent hereby approves the issuance of Bonds by WEDF A for the purpose of financing the Project as described herein, a qualified project under the Act. SECTION 5. This Resolution is intended to constitute approval of the Issuance of revenue bonds within the meaning of the policy of the Washington Economic Development Finance Authority. 2 Revenue Bonds SECTION 6. -Severability. If any section, subsection, paragraph, sentence, clause, or phrase of this resolution is declared unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of this resolution. SECTION 7. -Effective Date. This Resolution shall take effect immediately upon passage and approval as provided by law. Passed at a regular meeting of the City Council of the City of Kent, Washington this C)..o day of !)-4r , 1999. Concurred in by the Mayor of the City of Kent, this d2JJ day of ---:~H-':.::::..._-71---' 1999. ATTEST: APPROVED AS TO FORM: I hereby certify that this is a true copy of Resolution No. 1.5 tf7 , passed by the City Council of the City of Kent, Washington, the ~0 day of (j=u!-rf , 1999. P:\Civil\Resolutiomrevenue bonds.doc 3 &.L-6---6-M-(SEAL) ,CITY CLERK Revenue Bonds RESOLUTION NO. \V-99-017 A RESOLUTION OF THE \VASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY DECLARING OFFICIAL INTENT TO\VARD THE ISSUANCE OF NONRECOURSE ECONOMIC DEVELOPMENT REVENUE BONDS IN ONE OR MORE SERIES IN A MAXIMUM AMOUNT NOT TO EXCEED $1,664,285 AND AUTHORIZING THE EXECUTION OF AN INDEMNIFICATION AND COMPENSATION AGREEMENT BY AND BET\VEEN THE \VASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY AND PYRAl\HD PLASTICS L.L.C. (the "Borrower"). WHEREAS, the Washington Economic Development Finance Authority (the "Issuer") is established as a public body corporate and politic, with perpetual corporate succession, constituting an instrumentality of the State of Washington authorized and empowered by the provisions of RCW Chapter 43.163 (the "Act") to issue nonrecourse revenue bonds for the purpose of financing economic development activities as defined in the Act; and WHEREAS, the Borrower has informed the Issuer that it wishes to acqUire, construct, equip, and improve the manufacturing facilities to be located in Kent, King County, Washington, as more fully described in Exhibit A attached hereto and incorporated herein (the "Site"), all of which are located within the territorial limits of the State of Washington, and the Borrower has requested the Issuer to issue nonrecourse revenue bonds! (the "Bonds") as special obligations of the Issuer in a maximum amount not to exceed ONE MILLION SIX HUNDRED SIXTY FOUR THOUSAND TWO HUNDRED EIGHTY FIVE dollars ($1,664,285) pursuant to the Act to carry in~o effect the acquisition, construction, equipping, and improving or real and personal property at the Site to be used in the manufacturing facilities of the Borrower, as more fully described in Exhibit A hereto (the "Project"), to loan the proceeds of the Bonds to finance Project costs, as defined in the Act; and WHEREAS, the Bonds, when and if issued, would be payable solely out of the special fund or funds established for their repayment and would be secured by a financing document, as defined by the Act; and WHEREAS, a form of agreement designated as an "Indemnification and Compensation Agreement" has been prepared setting forth the respective agreements and undertaking of the Issuer and the Borrower with respect to the Bonds and the Project; and WHEREAS, it is considered necessary and desirable for the best interest of the Issuer that the Indemnification and Compensation Agreement be executed for and on the behalf of the Issuer; and EXHIBIT A .., Resolution No. W-99-0 17 Page I of6 WHEREAS, the Indemnification and Compensation Agreement requires the Borrower to pay all reasonable and necessary costs incurred by the Issuer in connection with the ~onds or in connection with the Project; and WHEREAS, the Issuer finds that the Project constitutes economic development activities, as defined under the Act; and WHEREAS, it is intended that this resolution shall constitute a declaration of official intent to reimburse Project expenditures within the meaning of Sections 1.103- (8)(T)(a)(5) and 1.150-2 of the Federal Income Tax Regulations. NOW THEREFORE, be it resolved by the Washington Economic Development Finance Authority as follows: Section 1. It is hereby determined that (a) the acquisition, construction and installation of the Project and their operation as an economic development facility; (b) the issuance of the bonds of the Issuer in one or more series and in a maximum amount not to exceed $1,664,285, to finance costs of the Projects, such total costs to be financed by the Bonds presently estimated to be approximately $1,664,285; and (c) the execution and delivel)' of such contracts and agreements with the Issuer as are necessal)' to provide for the payment by the Issuer of amounts sufficient to pay the principal of, premium, if any, and interest on the Bonds, together with certain costs of the Issuer, will all be in furtherance of the Act. Section 2. Subject to the conditions listed in Section 3 below, including such other conditiops as in the judgement of the Issuer and bond counsel are necessal)' to insure the validity of the Bonds and the tax-exempt status of the Bonds, it is the intent of the Issuer to proceed toward the issuance and sale of the Bonds pursuant to the provisions of the Act. Nothing in this resolution shall be construed as legally binding the Issuer to authorize, issue, or sell the Bonds. Section 3. The authorization, issuance, and sale of the Bonds by the Issuer are subject to the following conditions: (a) the Borrower shall have secured a bond purchase agreement (the "Bond Purchase Agreement") from an Accredited Investor, as such term is defined in 17 CFR 230.50l(a), acceptable to the Issuer, for the purchase of the Bonds; (b) the Borrower shall enter into such contracts and loan agreements with the Issuer as shall be necessal)' to secure payment of the principal of, premium, if any, and interest on the Bonds as when the same shall come due and payable; Resolution No. W-99-0 17 Page 2 of6 (c) on or before two (2) years from the date hereof(or such later date as shall be mutually satisfactory to the Issuer and the Borrower) the Issuer and the Borrower shall have agreed to mutually acceptable terms and conditions of the contracts and agreements referred to in paragraph (b) of this Section 3; (d) the Issuer shall have received a preliminary opinion of bond counsel that, with certain customary exceptions, the Bonds may be issued as tax-exempt obligations pursuant to the provisions of the Internal Revenue Code of 1986; (e) the Issuer shall have received an allocation of the State ceiling on private activity bonds imposed by Section 146 of the Internal Revenue Code of 1986 in an amount equal to the aggregate face amount of the Bonds, and shall have allocated such amount to the Bonds; (f) the Issuer shall have received evidence that the county, city, or town within whose planning jurisdiction the Project lies has approved the Project and the Bonds; and (g) such other conditions as in the judgement of the Issuer and bond counsel are necessary to insure the validity of the Bonds and the tax-exempt status of the Bonds. Section 4. The proper officials of the Issuer are hereby authorized to take such further action as is necessary to carry out the intent and purposes hereof under the terms and conditions stated herein and in compliance with the applicable provisions of law. Section 5. That it is deemed necessary and advisable that the Indemnification and Compensation Agreement be approved and executed for and on behalf of the Issuer. I I Section 6. That an Indemnification and Compensation Agreement by and between the Issuer and the Borrower be, and the same is hereby, approved and authorized and the Chair of the Issuer is hereby authorized to execute the Indemnification and Compensation Agreement on behalf of the Issuer. Section 7. Each Bond, when and if issued, shall substantially state the following language on the face thereof: THE OBLIGATIONS OF THE ISSUER HEREUNDER SHALL NOT BE DEEMED TO BE A DEBT, LIABILITY, OBLIGATION, OR PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF WASHINGTON, OF ANY MUNICIPALITY, OR OF ANY MUNICIPAL CORPORATION, QUASI MUNICIPAL CORPORATION, SUBDIVISION, OR AGENCY OF THE STATE OF WASHINGTON, OR TO PLEDGE ANY OR ALL OF THE FAITH AND CREDIT OF ANY OF THESE ENTITIES .. NEITHER THE STATE OF WASHINGTON, THE ISSUER, ANY MUNICIPALITY, OR ANY OTHER MUNICIPAL CORPORATION, QUASI MUNICIPAL CORPORATION, SUBDIVISION, OR AGENCY OF THE Resolution No. W-99-017 Page 3 of6 STATE OF WASHINGTON IS OBLIGATED TO PAY THE PRINCIPAL OR THE INTEREST THEREON. NO TAX FUNDS OR GOVERNMENTAL REVENUE MAY BE USED TO PAY THE PRINCIPAL OR INTEREST THEREON. NEITHER ANY OR ALL OF THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF WASHINGTON, THE ISSUER, IF ANY, OR ANY MUNICIPAL CORPORATION, QUASI MUNICIPAL CORPORATION, SUBDIVISION, OR AGENCY THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR OF THE INTEREST ON THE BONDS. Section 8. This Resolution shall be effective after its adoption. ADOPTED by the Washington Economic Development Finahce Authority this 23rd day of June, 1999. WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY By~01L Chair Resolution No. W-99-017 Page 4 of6 EXHIBIT A DESCRIPTION OF PROJECT AND SITE The Project will consist of: Acquisition and installation of indexing machines, welding heads and other shop equipment for the manufacture of multimedia packaging to be located in the company's plant at 18726 East Valley Highway, Kent. Resolution No. W-99-0 17 Page 5 of6 CERTIFICATE I, the undersigned, Secretary of the Washington Economic Development Finance Authority (herein called the "Issuer"), DO HEREBY CERTIFY: 1. That the attached Resolution No. W -99-017 (herein called the "Resolution") is a true and correct copy of a resolution of the Issuer as finally adopted at a regular (special) meeting of the Board of Directors of the Issuer held on the 23rd day of June, 1999, and duly recorded in my office. 2. That said meeting was duly convened and held in all aspects in accordance with law, and, to the extent required by law and the by-laws of the Issuer, due and proper notice of such meeting was given; that a legal quorum was present throughout the meeting and a legally sufficient number of members of the Washington Economic Development Finance Authority voted in the proper manner for the adoption of the Resolution; that all other requirements and proceedings incident to the proper adoption of the Resolution have been duly fulfilled, carried out, and otherwise observed; and that I am authorized to execute this certificate. IN WITNESS THEREOF, l have hereunto set my hand this 23rd day of June, 1999. Secretary Resolution No. W -99-01 7 Page 6 of6