HomeMy WebLinkAbout1056CITY OF KENT, WASHINGTON
RESOLUTION NO. /()~0
A RESOLUTION of the City Council of the City of
Kent, Washington, approving the issuance of industrial
development bonds by the City of Kent Economic
Development Corporation for $2,300,000, and approving
Resolution No. 1985-~ of the City of Kent Economic
Development Corporation authorizing the sale of the
bonds to provide funds to finance certain industrial
development facilities for Northwest Aluminum
Products, Inc., in the City of Kent, Washington, and
related matters; approving execution and delivery by
the City of Kent Economic Development Corporation of
the Indenture of Trust and Loan Agreement both dated
as of May 1, 1985 and other related financing
documents.
WHEREAS, the City of Kent Economic Development Corporation
(the "Issuer") 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 purpose of facilitating economic development and employment
opportunities and financing all or part of the cost of acquiring
and constructing industrial development facilities in the City
of Kent, Washington (the •city");
WHEREAS, the City is the municipality under whose auspices
the Issuer was created pursuant to the provisions of the Act;
WHEREAS, in order to facilitate economic development and
employment opportunities, Northwest Aluminum Products, Inc., a
Washington corporation (the "Company"), intends to acquire and
construct certain industrial development facilities (the
"Project") in the City;
WHEREAS, upon the request of the Company and after due
consideration of the acquisition, construction and financing of
the Project as promoting the purposes of the Act and the public
purposes of the Issuer, the Issuer by Resolution No. 1985-;l/
proposes to issue and sell its revenue bonds in the principal
amount of $2,300,000 pursuant to the provisions of the Act for
the purpose of assisting in financing the costs of the Project;
and
WHEREAS, Section 6 of the Act requires the Issuer to obtain
the approval of the City prior to issuing its bonds, and Section
10(6) of the Act requires the City to approve by resolution any
agreement by the Issuer to issue bonds and further requires that
the City specifically approve the resolution of the Issuer
providing for the issuance of the bonds no more than sixty days
before the date of the sale of the bonds; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF KENT,
WASHINGTON, as follows:
Section 1. The establishment and expansion of the Company•s
manufacturing business in the City and the State of Washington
will result in significant benefits to the City and the State,
will contribute to the alleviation of unemployment in the City
and the State, will have a favorable impact upon the economy of
the City and the State and will promote the welfare of the
citizens of the City and the State.
Section 2. The City approves the issuance and sale by the
Issuer of its nonrecourse industrial development revenue bonds
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or other obligations (the "Bonds") pursuant to the provisions of
the Act and further specifically approves the form of Resolution
No. 1985-~ of the Issuer providing for the issuance of its
Bonds in the principal amount of $2,300,000 to assist in financ-
ing the cost of the Project, together with the costs incident to
the authorization, sale, issuance and delivery of the Bonds.
Section 3. The City approves the form of and the execution
and delivery by the Issuer of the following financing documents,
copies of which are attached to the Issuer's Resolution
No. 1985-~:
3.1 Indenture of Trust dated as of May 1, 1985, among
the Issuer, Seattle Trust & Savings Bank as
Trustee, and United States Trust Company of New
York as Paying Agent/Registrar;
3.2 Loan Agreement dated as of May 1, 1985, between
the Issuer and the Company;
3.3 Bond Purchase Agreement to be dated May 1, 1985,
between E.F. Hutton & Company, Inc. as Under-
writer and the Issuer;
3.4 Remarketing Agreement dated as of May 1, 1985
among E.F. Hutton & Company, Inc. as Remarketing
Agent, the Company, and J. Henry Schroder Bank
and Trust Company as Purchase Agent;
3.5 Pledge and Security Agreement dated as of May 1,
1985, among the Company, United States National
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Bank of Oregon as the Secured Party and Seattle
Trust & Savings Bank as Custody Agent;
3.6 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 l, 1985;
3.7 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
3.8 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•). The Issuer may make or
approve such additions, modifications and deletions in the
financing documents as are deemed by the Issuer not to be incon-
sistent with the purpose of this Resolution and in substantial
conformity with the documents hereby approved and as may be
reasonable and necessary to facilitate the issuance and sale of
the Bonds and the loan of the proceeds thereof to the Company
and the accomplishment of any matters related thereto.
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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 .
. /)
Mator i
ATTEST:
FORM APPROVED:
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I, BETTY GRAY, Deputy City Clerk of the City of Kent,
Washington, certify that the attached copy of Resolution
No. ~'~~ is a true and correct copy of the original
Resolution passed on the 22nd day of April, 1985.
DATED this c5Z f/b day of April, 1985.
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 nindustrial
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
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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 1, 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 1, 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
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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
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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
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Issuer, and consistent with the purposes and substantive terms
of the financing.
Se~tio~_2. 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.
Se~tion~. 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.
Section 1. The Issuer hereby appoints United States Trust
Company of New York to act as authenticating trustee, transfer
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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:
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CITY OF KENT ECONOMIC
DEVELOPMENT CORPORATION
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..
......... I, MARIE JENSEN, secretary of the City of Kent Economic
Development Corporation, certify that the attached copy of
Resolution No. 1985-~ 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 ~ day of April, 1985.
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