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HomeMy WebLinkAbout1055CITY OF KENT, WASHINGTON RESOLUTION NO. 10~~ A RESOLUTION of the City Council of the City of Kent, Washington, approving the proposal of the City of Kent Economic Development Corporation to finance certain industrial development facilities to be located in the City of Kent. WHEREAS, the City of Kent Economic Development Corporation has proposed pursuant to its Resolution No. 1985-~/ , a copy of which is attached hereto as Exhibit A, to issue nonrecourse industrial development revenue bonds to finance the cost of acquiring, constructing and installing certain industrial development facilities (the •Project") for Northwest Aluminum Products, Inc., located in the City of Kent, Washington (the "City"); and WHEREAS, Chapter 300 of the Laws of 1981 of the State of Washington (Chapter 39.84 RCW) requires that such a proposal to issue nonrecourse industrial development revenue bonds be approved by the City inasmuch as the City exercises planning jurisdiction over the area in which the Project is located; and WHEREAS, the City Council of the City finds that all City planning requirements for the Project have been or reasonably may be expected to be satisfied and that the financing of the Project should be approved under RCW 39.84.060; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, that the financing of the Project as proposed by the City of Kent Economic Development Corporation in its Resolution No. 1985-~ is hereby approved. The foregoing resolution was adopted by the City Council of the City of Kent, Washington, and approved by the Mayor, at a special open public meeting this 22nd day of April, 1985. /) ATTEST: Deputy C~ Clerk 7 FORM APPROVED: 1648k ! --· '-(7 7/ ///~0//~ ' ';?j/l ~---- L Mayor l -2 - I, BETTY GRAY, Deputy City Clerk of the City of Kent, Washington, certify that the attached copy of Resolution No. !{);!5 is a true and correct copy of the original Resolution passed on the '22nd day of April, 1985. DATED this ~'ffo day of April, 1985. BETTY GRAY, Deputy City Clerk CITY OF KENT ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 1985-21 A RESOLUTION of the City of Kent Economic Development Corporation approving the documents necessary for the issuance and sale by it of its $2,300,000 Floating Rate Demand Revenue Bonds (Northwest Aluminum Products, Inc. Project}, Series 1985, and the loan of the proceeds thereof to Northwest Aluminum Products, Inc., and authorizing the execution and delivery of those documents and bonds by the Chairman and Secretary of the City of Kent Economic Development Corporation. WHEREAS, the City of Kent Economic Development Corporation (the •Issuer") was created under the auspices of the City of Kent (the "City") pursuant to and is authorized and empowered by the provisions of Chapter 300, Laws of 1981 of the State of ,_ Washington (Chapter 39.84 RCW) (the "Act"), to issue nonrecourse revenue bonds for the purposes of facilitating economic develop- ment and employment opportunities and financing all or part of the cost of acquiring, constructing and equipping industrial development facilities in the City of Kent, Washington; and WHEREAS, in order to facilitate economic development and employment opportunities in the City, Northwest Aluminum Products, Inc., a Washington corporation (the "Company"), intends to acquire, construct and equip certain industrial development facilities in the City of Kent, Washington (the "Project"}, which are located in their entirety within the boundaries of the City, a description and estimated cost of which is contained in Exhibit A attached to the Issuer's Resolutions Nos. 1984-7 and 1984-8; and WHEREAS, the Project has been approved as an "industrial development facility" under the Act by the Washington State Department of Commerce; and WHEREAS, upon the request of the Company and after due consideration and finding that the Project promotes the purposes of the Act and the public purposes of the Issuer, the Issuer by Resolution No. 1984-7 and amended by Resolution No. 1984-8 has determined to issue and sell its revenue bonds (the "Bonds") pursuant to the provisions of the Act for the purpose of assist- ing in financing the costs of the Project, which Resolution was intended to constitute "some other similar official action" toward the issuance of the Bonds within the meaning of Section 1.103-8(a)(5) of the Treasury Regulations promulgated under Section 103 of the Internal Revenue Code of 1954, as amended (the "Code"); and WHEREAS, it is anticipated that the City of Kent, which is the sponsoring municipality of the Issuer and exercises planning jurisdiction over the area in which the Project is located, will approve the financing of the Project by the Issuer pursuant to the provisions of this Bond Resolution, as required by the Act; and WHEREAS, the elected officials of the City, the municipal- ity under whose auspices the Issuer was created, have held in the manner required by Section 103(k) of the Code a public - 2 - hearing on the proposed financing of the Project by the Issuer; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF KENT ECONOMIC DEVELOPMENT CORPORATION as follows: Section 1. To accomplish the purposes of the Act and to finance a portion of the cost of the Project, the Issuer author- izes the issuance, sale and delivery of its Floating Rate Demand Revenue Bonds (Northwest Aluminum Products, Inc. Project), Series 1985 (hereinbefore defined as the "Bonds") in the princi- pal amount of $2,300,000 in accordance with the terms of the following financing documents substantially in the form thereof: a. Indenture of Trust dated as of May l, 1985, among the Issuer, Seattle Trust & Savings Bank as Trustee, and United States Trust Company of New York as Paying Agent/Registrar; b. Loan Agreement dated as of May 1, 1985, between the Issuer and the Company; c. Bond Purchase Agreement to be dated May l, 1985, between E.F. Hutton & Company, Inc. as Under- writer, and the Issuer; d. Remarketing Agreement dated as of May 1, 1985 among E.F. Hutton & Company, Inc. as Remarketing Agent, the Company, and Seattle Trust & Savings Bank as Trustee; e. Pledge and Security Agreement dated as of May 1, 1985, among the Company, United States National - 3 - Bank of Oregon as the Secured Party and Seattle Trust & Savings Bank as Custody Agent; f. Deeds of Trust and Security Agreements among the Company as the Grantor. and the Issuer, United States National Bank of Oregon and Old National Bank of Washington as the Beneficiaries. dated as of May 1, 1985; g. Assignments of Lessor's Interest in Leases and Rents dated as of May 1, 1985 among the Company as Assignor and the Issuer. United States National Bank of Oregon and Old National Bank of Washington as Assignees; and h. Official Statement dated May 1, 1985, to be delivered by the Issuer with the approval of the Company; together with the Exhibits. if any, thereto and the certificates and other documents, if any. required thereby (collectively called the "financing documents"). copies of which financing documents have been presented to and reviewed by the Board of Directors of the Issuer and are attached hereto. Section 2. Based upon the form of legal opinion prepared by Roberts & Shefelman, bond counsel, and attached hereto, to be dated, signed and issued substantially in such form simultane- ously with the issuance of the Bonds, which opinion states in part that interest on the Bonds will be exempt from federal income taxation, the Issuer finds that the interest on the Bonds - 4 - will be exempt from Federal income taxation, with the exception of such interest received by a person who, within the meaning of Section 103(b)(l3) of the Code, is a substantial user of the Project or related person. Section 3. The terms of the financing documents specify- ing, among other things, the terms and conditions of the issu- ance of the Bonds by the Issuer; the sale of the Bonds by the Underwriter; the loan of the proceeds thereof to the Company to finance a portion of the cost of acquiring, constructing and equipping the Project; the repayment of the loan by the Company; and the remarketing, if any, of the Bonds by the Underwriter as Remarketing Agent are hereby approved and adopted by this refer- ence with such additions, deletions and modifications, if any, as are deemed by the Chairman or Secretary of the Issuer to be not inconsistent with the purposes of this Resolution and in substantial conformity with the documents hereby approved and adopted. Section 4. The Chairman and Secretary of the Issuer are hereby authorized and directed to execute, for and on behalf of the Issuer, and deliver to the parties entitled to executed copies of the same, any and all of the documents described in Section 3 hereof to which the Issuer is a party or for which and to the extent its approval is required, with such additions, deletions and modifications, if any, as are deemed by the Chairman or the Secretary to be in the best interest of the - 5 - Issuer, and consistent with the purposes and substantive terms of the financing. Se9tioA~· The Chairman and Secretary of the Issuer are also authorized and directed to take such additional actions and to execute and deliver executed copies, for and on behalf of the Issuer, of all other certificates, documents and other papers which, in the judgment of the Chairman or the Secretary, are necessary to the sale, execution, issuance and delivery of the Bonds, including, without limitation, the execution and delivery of any documents required to obtain exemption from federal income taxation for the interest payable on the Bonds, any necessary Uniform Commercial Code financing statements and any certificates required by the financing documents. Segtio~~· Pending the printing, execution and delivery to the purchasers of definitive Bonds, the Issuer may cause to be executed and delivered to such purchasers temporary Bonds in the aggregate principal amount of $2,300,000. Such temporary Bonds shall bear the same date of issuance, interest rates, principal payment dates and terms and covenants as the definitive Bonds, and shall be issued as fully registered bonds in the name of the purchasers thereof, and shall be in such form as acceptable to such purchasers. Such temporary Bonds shall be exchanged for the definitive Bonds as soon as the same are printed, executed and available for delivery. Segtion l· The Issuer hereby appoints United States Trust Company of New York to act as authenticating trustee, transfer - 6 - agent, registrar and paying agent for the Bonds, as provided in the Indenture. ADOPTED by the Board of Directors of the City of Kent Economic Development Corporation, at a special meeting this 22nd day of April, 1985. ATTEST: 1646k CITY OF KENT ECONOMIC DEVELOPMENT CORPORATION - 7 - I, MARIE JENSEN, secretary of the City of Kent Economic Development Corporation, certify that the attached copy of Resolution No. 1985-21 is a true and correct copy of the original resolution passed on the 22nd day of April, 1985 as that resolution appears on the Minute Book of the City of Kent Economic Development Corporation. DATED this .:·,c· day of April, 1985. 1646k