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HomeMy WebLinkAbout1726Resolution No. 1726 ["Beginning August 1, 2004"] CFN = 825 -Kent Economic Development Corporation Passed -6/20/2006 WEDFA Bond Approval-Green Garden Foods Products, Inc. RESOLUTION NO. A RESOLUTION of the city council of the city of Kent, Wash1ngton, relating to approving the act1on of the state of Washington Economic Development Finance Authonty and the 1ssuance of non-recourse revenue bonds to finance an economic development fac1l1ty for Green Garden Foods Products, Inc. ("the Company"), and providing for other matters properly relating thereto. RECITALS A. On March 21, 2006, the Washington Economic Development F1nance Authonty C'WEDFA") had presented to 1t Resolution No. W-2006-004 (the "Resolution''), a copy of wh1ch 1s attached and Incorporated as Exh1b1t A, relating to the 1ssuance of non-recourse revenue bonds wherein the proceeds of wh1ch would be loaned to the Company for the construction and equ1pp1ng of a new dress1ngs, sauces, and salsas manufacturing facility at 5851 South 194th Street, Kent (the "ProJect''), all as authonzed by the Econom1c Development Fmance Authonty Act of 1989, R.C.W. Title 43, Chapter 163, as amended (the "Act''). On March 21, 2006, WEDFA unanimously approved the Resolution. B. It is the policy of WEDFA not to issue revenue bonds except upon the approval of the county, City, or town w1th1n whose plann1ng junsd1ct1on the proposed industnal development fac1l1ty l1es. As the ProJect l1es w1th1n the boundanes of the city of Kent, K1ng County, Washington, WEDFA requests Kent's approval. 1 WEDFA Bond Approval- Green Garden Foods Produ~ Inc. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS: RESOLUTION SECTION 1. -WEDFA Bond Approval. The Kent City CounCil (the "Council"), pursuant to the request of the Washington Econom1c Development F1nance Authonty, does hereby approve the ISSuance of non-recourse revenue bonds (the "Bonds'') by the Washmgton Economic Development Fmance Authonty, for the purposes prov1ded in the Act. SECTION 2. -Use of Bond Proceeds. The Bonds shall be issued in the aggregate principal sum of not to exceed $6,000,000 pursuant to a Resolution of WEDFA. 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 constructing and eqUipping the ProJect, includmg the necessary appurtenances, located w1thm the boundanes of the City of Kent and to pay certam costs of 1ssuance of the Bonds. SECTION 3. -Bond Obligation. 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 pnncipal or Interest on the Bonds. Neither the fa1th and cred1t nor any taxmg power of the state of Washmgton or of the City of Kent shall be pledged to pay the pnncipal or mterest on the Bonds. SECTION 4. -Non-Waiver of Permitting Requirements. The city of Kent hereby approves the issuance of Bonds by WEDFA for the purpose of financmg the ProJect as descnbed herem, a qualified proJect under the Act. However, such approval shall not waive any of the permitting requirements applicable to th1s prOJect. 2 WEDFA Bond Approval- Green Garden Foods Products, Inc. SECTION 5. -Aporoval Intent This resolution 1s Intended to constitute approval of the issuance of revenue bonds withm the meaning of the policy of the Washington Economic Development Finance Authonty. SECTION 6. -Effective Date. This resolution shall take effect and be in force immediately upon 1ts passage. PASSED at a regular open public meeting by the city council of the city of Kent, Washington, th1s ~ day of June, 2006. CONCURRED m by the mayor of the City of Kent this ~ f day of June, 2006. 441nt!erc. fYytl~-J/ (ALJ ~ ATTEST: . . -.: :...:.---.- .-' APPROVED AS TO FORM: i~GtdeL I hereby certify that this is a true and correct copy of Resolution No. / 7~ ~passed by the City counc1l of the City of Kent, Washington, the .:L/) day of June, 2006. (L~ RK 3 WEDFA Bond Approval- Green Garden Foods Products, Inc. RESOLUTION NO. W-2006-004 A RESOLUTION OF THE WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY TAKING OFFICIAL ACTION TOWARD THE ISSUANCE OF NONRECOURSE ECONOMIC DEVELOPMENT REVENUE BONDS IN ONE QR MORE SERIES IN A MAXIMUM AMOUNT NOT TO EXCEED $6,000,000 AND AUTHORIZING THE EXECUTION OF AN INDEMNIFICATION AND COMPENSATION AGREEMENT BY AND BETWEEN THE WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY AND GREEN GARDEN FOODS PRODUCTS, INC. OR ITS SUCCESSOR OR ASSIGNS (the "Company"). WHEREAS, the Washington Economic Development Finance Authority (the "Issuer") ts a duly organized and existing mstrumentality of the State of Washington authorized and empowered by the provisiOns of RCW Chapter 43.163 (collectively, the "Act") to issue nomecourse economic development revenue bonds for the purpose of carrying into effect the construction of improvements and the acqUisition of personal properties and provide workmg capital suitable for use by any industry, and to loan Its moneys when necessary or convenient to carry out tts powers under the Act; and WHEREAS, the Company 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 incmporated herein (the "Site"), all of which are located within the terri tonal limits of the State of Washington, and the Company has requested the Issuer to issue nomecourse economic development revenue bonds (the "Bonds") in a maximum amount not to exceed SIX MILLION dallas ($6,000,000) pursuant to the Act to carry into effect the acqursitwn, constructiOn, equippmg, and improving of real and personal property and provision of working capital at the Site to be used in the manufacturing facrhtres of the Company, as more fully described m Exhibit A hereto (the "Project"), to loan the proceeds of the Bonds to finance the acquisition, construction, rmprovement, equipping, and installation ofthe Project, and WHEREAS, a form of agreement designated as an "Indemnification and Compensation Agreement" has been prepared setting forth the respective agreements and undertakmg of the Issuer and the Company 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 27 EXHIBrr ..il: Resolution No. W -2006-004 Page 1 of 6 March 21,2006 WHEREAS, the Indemnification and Compensation Agreement requires the Company to pay all reasonable and necessary costs incurred by the Issuer in connection with the Bonds and/or m connection with the Project; and WHEREAS, the Issuer finds that the Project constitutes the development and improvement of economic development facilities 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 ofthe 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 Proj eel and its operation as an economic development facility; (b) the Issuance of the bonds of the Issuer in one or more senes and m a maximum amount not to exceed $6,000,000, to finance costs of the Project, such total costs to be fmanced by the Bonds presently estimated to be approximately $6,000,000; and (c) the execution and delivery of such contracts and agreements with the Issuer as are necessary to provide for the payment by the Issuer of amounts sufficient to pay the pnncipal of, premium, if any, and mterest on the Bonds, together with certain costs of the Issuer, will all be in furtherance ofthe Act. Section 2. Subject to the conditions listed m Section 3 below, including such other conditions as in the judgement of the Issuer and bond counsel are necessary to msure the valld1ty of the Bonds and the tax-exempt or taxable 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 bindmg 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 Company shall have caused to be issued an irrevocable letter of credit (the "Letter of Credit") by an mvestment-grade rated commercial bank, acceptable to the Issuer (the "Letter of Credit Bank"), which shall be used to pay and secure the Bonds or shall have secured a bond purchase agreement (the "Bond Purchase Agreement") from an Accredited Investor, as such term JS defined in 17 CFR 230 501(a), acceptable to the Issuer, for the purchase of the Bonds, (b) the Company shall enter into such contracts and loan agreements with the Issuer as shall be necessary to secure payment of the pnncipal of, premium, if any, and interest on the Bonds as when the same shall come due and payable; Resolution No. W-2006-004 Page 2 of 6 March 21, 2006 28 (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 Company) the Issuer and the Company 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 an opinion of bond counsel that, with certain customary exceptions, such of the Bonds which it is intended shall be issued as tax- exempt obligations nay be so issued pursuant to the provisions of the Internal Revenue Code of 1986; (e) if required, the Issuer shall have received an allocation of the State ceiling on private activity bonds imposed by Section 146 of the Int=al Revenue Code of 1986 in an amount equal to the aggregate face amount of such of the Bonds as shall be issued as tax-exempt obligations, and shall have allocated such amount to the Bonds; (f) the IssMer shall have received evidence that the county, city, or town within whose planning jurisdiction the Project lies has approved the Project and the Bonds or such other evidence satisfactory to the Issuer that the Project will be welcomed by the commumty in whlch the Project Will be located; 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 such of the Bonds as shall be Issued as tax-exempt obligations. Section 4. The proper officials of the Issuer are hereby authorized to take such further action as is necessary to carry out the mtent and purposes hereof under the terms and conditions stated herein and in compliance with the applicable provisions oflaw. Section 5. That it is deemed necessary and advrsable that the Indemnification and Compensation Agreement be approved and executed for and on behalf of the Issuer. Section 6. That an Indemnification and Compensation Agreement by and between the Issuer and the Company be, and the same IS hereby, approved and authorized and the Chair of the Issuer is hereby authorized to execute the Indemmfication 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, SUBDMSION, OR AGENCY OF THE STATE OF WASHINGTON, OR TO PLEDGE Resolution No. W-2006-004 Page 3 of 6 March 21,2006 29 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 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 Finance Authority this 21st day of March, 2006. WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY 30 EXHIBIT A DESCRIPTION OF PROJECT AND SITE The Project will consist of: Construction of a new 44,000 square foot concrete tilt-up manufacturing facility adjacent and connected to Green Garden Foods' current production plant at 5851 South 194th Street, Kent, and purchase and installation of new equipment for the manufacture of dressings, sauces and salsas. Resolution No. W-2006-004 Page 5 of6 March 21, 2006 31 CERTIFICATE I, the undersigned, Secretary of the Washington Economic Development Finance Authority (herein called the "Issuer"), DO HEREBY CERTIFY: I. That the attached Resolution No. W-2006-004 (herein called the "Resolution") is a true and correct copy of a resolution of the Issuer as finally adopted at a special meeting of the Board of Directors of the Issuer held on the 21st day of March, 2006, 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 no lice 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 proceedmgs mcident to the proper adoption ofthe Resolution have been duly fulfilled, carried out, and otherwise observed; and that I am authorized to execute this certificate. IN WITNESS THEREOF, I have hereunto set my hand this 21st day of March, 2006. Secretary I Resolution No. W-2006-004 Page 6 of6 March 21, 2006 32