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HomeMy WebLinkAbout1060CITY OF KENT, WASHINGTON RESOLUTION NO. /C {-,CJ' 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 $1,000,000, 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 Brotherton-Pleas, in the City of Kent, Washington, and related matters; approv- ing execution and delivery by the City of Kent Economic Development Corporation of a Bond Agreement dated as of May 1, 1985. 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, Brotherton-Pleas, 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-~ proposes to issue and sell its revenue bonds in the principal amount of $1,000,000 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 -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. 1985-23 of the Issuer providing for the issuance of its Bonds in the principal amount of $1,000,000 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 Bond Agreement dated as of May 1, 1985, among the Issuer; the Company as the user of the Project; and Max A. Gurvich as the purchaser of the Bonds. The Issuer may make or approve such additions, modifications and deletions in such Bond Agreement and the Exhibits thereto and certificates and other documents required thereby 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 facil- itate 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. The foregoing resolution was adopted by the City Council of the City of Kent, Washington, and approved by the Mayor, at a - 3 - regular open public meeting this 6th day of May 1985. ATTEST: FORM APPROVED: 162lk - 4 - CITY OF KENT ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 1985-23 A RESOLUTION of the City of Kent Economic Development Corporation approving the documents necessary for the issuance and sale by it of its $1,000,000 Industrial Development Revenue Bonds, 1985 (Brotherton-Pleas Project), and the loan of the proceeds thereof to Brotherton-Pleas, and authorizing the execution and delivery of those documents and bonds by the Chairman and Secretary of the City of Kent Economic Development Corporation. WHF.REAS, 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~f 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 development 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, Brotherton-Pleas, a Washington general partnership (the •company"), intends to acquire, construct and equip certain industrial development facilities in 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 hereto and made a part hereof; 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. 1985-19 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 l.l03-8(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; and WHEREAS, the elected officials of the City, the municipality under whose auspices the Issuer was created, will hold in the manner required by Section l03(k) of the Code a public hearing on the proposed financing of the Project by the Issuer; NOW, THEREFORE, - 2 - 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 authorizes the issuance, sale and delivery of its Industrial Development Revenue Bonds, 1985 (Brotherton-Pleas Project) (hereinbefore defined as the "Bonds") in the principal amount of $1,000,000 in accordance with the terms of financing documents substantially in the form of the Bond Agreement (the "Agreement") dated as of May 1, 1985, by and among the Issuer, the Company and Max A. Gurvich as the purchaser and Registered Holder of the Bonds (the "Purchaser") and Seattle-First National ~ Bank as Depository of the sale proceeds of the Bonds (the "Bank"), and the Exhibits to the Agreement (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 as Exhibit B. Section 2. Based upon the form of legal opinion prepared by Roberts & Shefelman, bond counsel, and included among the financing documents as Exhibit G thereto, to be dated, signed and issued substantially in the form of such Exhibit G simultaneously with the issuance of the Bonds, which opinion states in part that interest on the Bonds will be exempt from federal income taxation under existing laws, including current rulings and official interpretations of law by the United States - 3 - Internal Revenue Service, 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 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 specifying, among other things, the terms and conditions of the issuance of the Bonds by the Issuer; the purchase of the Bonds by the Purchaser; 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; the requirement that the Bonds, upon at least 60 days' written notice from the Purchaser to the Issuer and the Company, either be redeemed by the Issuer or be purchased by another purchaser, such redemption to be funded or such purchase to be arranged by the Company at its election and sole expense; and the asstgnment of the Company's obligations under the financing documents to the Purchaser as security for payment of the Bonds 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 conformity with the documents hereby approved and adopted. - 4 - 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 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. 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 requ1.red to obtain exemption from federal income taxation for the interest payable on the Bonds, any necessary Uniform Commercial Code financing statements and any cert1.ficates required by the financing documents. Section 6. The Secretary of the Issuer is appointed Registrar of the Bonds to fulfill the duties of the Registrar as set forth in the Issuer's Resolution No. 1984-10. The Secretary shall maintain a ledger which shows the name and address of the registered owner of the Bonds, and all communications to be made - 5 - to the owner of the Bonds shall be in writing and shall be addressed to the registered owner as reflected in the ledger of the Secretary. ADOPTED by the Board of Directors of the City of Kent Economic Development Corporation, at a regular meeting this [),~ day of May, 1985. ATTEST: ~~---~:f Secretar 163lk CITY OF KENT ECONOMIC DEVELOPMENT CORPORATION - 6 - I, Marie Jensen, Secretary of the City of Kent Economic Development Corporation, certify that the attached copy of Resolution No. 1985-23 is a true and correct copy of the original resolution passed on the c_-9.._....(_ __ day of May, 1985 as that resolution appears on the Minute Book of the City of Kent Economic Development Corporation. DATED this r9"'/ day of May, 1985. 163lk I ' EXHIBIT A Construct and improve 94,000 square feet of existing warehouse, assembly and manufacturing space and related and subordinate office and parking facilities at 22445 76th Avenue South, Kent, Washington. Estimated cost: $1,200,000. 0860L-11L