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HomeMy WebLinkAbout1058CITY OF KENT, WASHINGTON RESOLUTION NO. /Q S<? 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 $3,750,000, and approving Resolution No. 1985-22 of the City of Kent Economic Development Corporation authorizing the sale of such industrial development revenue bonds to provide funds to finance certain industrial development facilities for Cascade Development Company, 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 Agree- ment both dated as of April 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, Cascade Development Company, a Washington general partnership (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. 1985-22 proposes to issue and sell its revenue bonds in the principal amount of $3,750,000 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 p~oviding 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 warehousing 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 - 2 - 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 or other obligations (the •Bonds•) pursuant to the provisions of the Act and further specifically approves the form of Resolution No. 1985-22 of the Issuer providing for the issuance of its Bonds in the principal amount of $3,750,000 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. 1985-22: 3.1 Indenture of Trust dated as of April 1, 1985, among the Issuer, California First Bank as Trustee, and J. Henry Schroder Bank and Trust Company as Paying Agent/Registrar; 3.2 Loan Agreement dated as of April 1, 1985, between the Issuer and the Company; 3.3 Placement Agency Agreement to be dated April 30, 1985, among Seattle-First National Bank as Placement Agent, the Issuer and the Company; 3.4 Remarketing Agreement dated as of April 1, 1985, among Seattle-First National Bank as Remarketing - 3 - Agent, the Issuer, the Company, California First Bank as Trustee, and J. Henry Schroder Bank and Trust Company as Paying Agent/Registrar; 3.5 Deed of Trust and Security Agreement among Cascade Development Company, the Grantor, the City of Kent Economic Development Corporation and the Beneficiary, to be dated on or about June 30, 1985; and 3.6 Private Placement Memorandum dated April 30, 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•), as to which and to the extent the Issuer may be required to execute, deliver, issue or approve such financing documents. The Issuer may make or approve such additions, modifications and deletions in the financing docu- ments as are deemed by the Issuer not to be inconsistent 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 - 4 - the loan of the proceeds thereof to the Company and the accom- plishment of any matters related thereto. 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 29th day of April, 1985. /} . , , I ~/ / ;:-7' , ./:/(?gr~~ ~- Mayor ' ATTEST: ~ City Cl FORM APPROVED: 165lk - 5 - I, MARIE JENSEN, City Clerk of the City of Kent, Washington, certify that the attached copy of Resolution No. --~1~0~5~8~-------is a true and correct copy of the original Resolution passed on the 29th day of April, 1985. DATED this 29th day of April, 1985. r ·• ·• CITY OF KENT ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 1965-_11_ A RESOLUTION of the City of Kent Economic Development Corporation approving the financing docu- ments necessary for the issuance and sale by it of its $3,750,000 Floating/Fixed Rate Industrial Development Revenue Bonds, 1965 (Cascade Development Company Project), and the loan of the proceeds thereof to Cascade Development Company, 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 •rssuer•) 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, Cascade Development Company, a Washington general partnership (the •company"), intends to acquire and construct 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 Resolution No. 1984-12; 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. 1984-12 has determined to issue and sell its revenue bonds (the •Bonds•) pursuant to the provisions of the Act for the purpose of assisting 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, will hold in the manner required by Section 103(k) of the Code a public - 2 - I ~ 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/Fixed Rate Industrial Development Revenue Bonds, 1985 (Cascade Development Company Project) (hereinbefore defined as the •Bonds•) in the principal amount of $3,750,000 in accordance with the terms of the following flnancing documents substantially in the form thereof: a. Indenture of Trust dated as of April 1, 1985, among the Issuer, California First Bank as Trustee, and J. Henry Schroder Bank and Trust Company as Paying Agent/Registrar; b. Loan Agreement dated as of April 1, 1985, between the Issuer and the Company; c. Placement Agency Agreement to be dated April 30, 1985, among Seattle-First National Bank as Placement Agent, the Issuer and the Company; d. Remarketing Agreement dated as of April 1, 1985, among Seattle-First National Bank as Remarketing Agent, the Issuer, the Company, - 3 - California First Bank as Trustee, and J. Henry Schroder Bank and Trust Company as Paying Agent/Registrar; e. Deed of Trust and Security Agreement among Cascade Development Company as the Grantor, and the City of Kent Economic Development Corporation and Seattle-First National Bank as the Beneficiary, to be dated on or about June 30, 1985; and f. Private Placement Memorandum dated April 30, 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 will be exempt from Federal income taxation, with the exception of such interest received by a person who, within the meaning of - 4 - 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 issuance of the Bonds by the Issuer; the private placement of the Bonds by Seattle-First National Bank; the loan of the pro- ceeds 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 Seattle-First National Bank as the Remarketing Agent are hereby approved and adopted by this reference 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 conform- ity 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 Issuer, and consistent with the purposes and substantive terms of the financing. - 5 - Section 5. 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. Section 6. 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 $3,750,000. 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 7. The Issuer hereby appoints J. Henry Schroder Bank and Trust Company to act as authenticating trustee. - 6 - : . transfer 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: 1650k 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-~ 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. 1650k