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HomeMy WebLinkAbout1243__. ... RESOLUTION NO. /;2~ A RESOLUTION of the City Council of th~City of Kent, approving Resolution No./'-2!>-71 of the Board of Directors of the City of Kent Economic Development Corporation, adopted on April 20, 1990. WHEREAS, the Board of Directors of the city of Kent Economic Development Corporation (the "Development Corporation") at a special meeting held on April 20, 1990 adopted Resolution No. /19~~stating the intent of the Development Corporation to issue approximately $3,000,000 of industrial development revenue bonds for the benefit of the Baer Family Partnership, a Washington partnership; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF KENT, as follows: Section 1. Resolution No./910 -'fl of the Board of Directors of the city of Kent Economic Development Corporation, a copy of which is attached hereto, identified as Exhibit A, and incorporated in full by this reference, is hereby approved. Section 2. This resolution shall take effect immediately from and after its adoption. ADOPTED by the City Council of the City of Kent this ( day of ~)r......,.* , 1990. Mayor Attest: ~r Exhibit A RESOLUTION NO./ J;JtJ-t/ g A RESOLUTION of the Board of Directors of the City of Kent Economic Development Corporation taking official action with respect to the issuance of its nonrecourse revenue bonds in the amount of up to $3, 000, 000 to provide funds to finance the acquisition, construction and equipping of manufacturing facilities for the Baer Family Partnership WHEREAS, pursuant to Chapter 300, Laws of Washington 1981, codified as Chapter 39.84 RCW, as amended (the "Act"), Ordinance No. 2419 (the "Ordinance"), of the City Council of the City of Kent (the "City") and the Charter of the city of Kent Economic Development Corporation (the "Development Corporation"), the Development Corporation is authorized to issue its nonrecourse revenue bonds to finance industrial development facilities (as defined in the Act) under the conditions and limitations set forth in the Act; and WHEREAS, the Baer Family Partnership, a Washington partnership (the "Borrower"), intends to undertake a project consisting of the acquisition, construction and equipping of manufacturing facilities, fully described in Exhibit 1 hereto (the "Project") within the boundaries of the City, which Project constitutes an industrial development facility under the Act; and A-1 DOT222 90/04/16 WHEREAS, the Board of Directors of the Development Corpora- tion deems it advisable for the Development Corporation (i) to issue its nonrecourse revenue bonds (the "Bonds") for the purpose of financing the Project and (ii) to enter into contracts and agreements with the Partnership whereunder the Partnership will provide money sufficient to pay the principal of, premium, if any, and interest on such Bonds; Now, Therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF KENT ECONOMIC DEVELOPMENT CORPORATION, as follows: Section 1. It is hereby determined that (a) the purchase of the Project and its operation as an industrial development facility; (b) the issuance of up to $3,000,000 principal amount of the Bonds of the Development Corporation to finance all or a portion of the costs of the Project, such costs presently estimated not to exceed $3,000,000; and (c) the execution and delivery of such contracts and agreements with the Partnership as are necessary to provide for the payment by the Partnership of amounts sufficient to pay the principal of, premium, if any, and interest on the Bonds, together with certain costs of the Development Corporation, will all be in furtherance of the Act, the Ordinance and the Charter of the Development Corporation. Section 2. The Development Corporation presently intends to authorize the issuance and sale of the Bonds pursuant to the provisions of the Act when and if requested to do so by the Partnership and hereby expresses its present approval of such A-2 DOT222 90/04/16 issuance and sale. This resolution is not intended to legally bind the Development Corporation to authorize, issue or sell the Bonds. Section 3. The Bonds shall not constitute a debt of the State of washington, the city of Kent, or any other municipal corporation, quasi-municipal corporation, subdivision, or agency of the State of Washington or constitute a pledge of any or all of the full faith and credit of any such entities. The Bonds will be payable solely from revenue derived as a result of the Project and security provided by the Partnership. Section 4. The authorization, issuance and sale of the Bonds by the Development Corporation contained herein are subject to the following conditions: (a) The Bonds shall be payable solely from money received from and security provided by the Partnership; (b) The Partnership shall enter into such contracts and agreements with the Development Corporation as shall be necessary to secure payment of the principal of, premium, if any, and interest on the Bonds as and when the same shall become due and payable; (c) On or before two (2) years from the date hereof (or such later date as shall be mutually satisfactory to the Development Corporation and the Partnership) the Development Corporation and the Partnership shall have agreed to mutually A-3 DOT222 90/04/16 acceptable terms and conditions of the contracts and agreements referred to in Paragraph (b) of this section; (d) The Partnership shall be responsible for obtaining a purchaser or purchasers for the Bonds; (e) The Project is determined to be consistent with policies and objectives of the City; and (f) The Development Corporation shall have received a preliminary opinion of the Development Corporation's Bond Counsel that the Bonds may be issued as tax-exempt obligations pursuant to the provisions of the federal Internal Revenue Code of 1986, as amended, and applicable regulations thereunder; (g) The Partnership shall have executed an Agreement to indemnify the Development Corporation and the City and to pay all costs and expenses incurred by the Development Corporation and the city with respect to the Project and the Bonds, whether or not the Bonds are issued. The agreement shall be in such form as is hereafter approved by the Development Corporation; and (h) The Partnership shall obtain all requisite governmental approvals required under the Act. Section 5. The proper officials of the Development Corpora- tion are hereby authorized to take such further action as is necessary to carry out the issue the Bonds upon the intent and purposes hereof and to terms and conditions and for the purposes stated herein and in compliance with applicable provisions of law. A-4 DOT222 90/04!16 Section 6. The Development Corporation, by adopting this Resolution or by taking any other action in connection with the Project or the Bonds (including the issuance thereof), does not and cannot provide any assurance that the Project or the Partnership is financially viable or sound, that amounts owing on the Bonds will be paid, or that any collateral which may be pledged to secure the Bonds would be sufficient to repay holders of such Bonds in the event of default or foreclosure; and neither the Partnership nor any prospective purchaser of the Bonds nor any other person shall rely upon the Development Corporation with respect to such matters. Section 7. It is intended that, as to the Project to be financed from the proceeds of the Bonds, this resolution shall constitute an official action of the Development Corporation, A-5 DOT222 90/04/16 including, without limitation, the "other similar official action" referred to in Paragraph 1.103-B(a) (5)(ii) and (iii) of the federal Income Tax Regulations. ADOPTED by the Board of Directors of the city of Kent Economic Development Corporation this 20th day of April, 1990. ATTEST: Secretary CITY OF KENT ECONOMIC DEVELOPMENT CORPORATION President [DEVELOPMENT CORPORATION SEAL] A-6 DOT222 90/04/16 EXHIBIT 1 TO RESOLUTION NO. Project Description The Project consists of the acquisition, construction and equipping of a new processing plan and the acquisition of new meat processing equipment for the manufacturing of meat products for food service. The Project will be located at 7622 South 188th in the City of Kent. The Project will require the acquisition and installation of new and existing utilities and other things necessary in connection with the foregoing general description. A-7 DOT222 90/04/16 CERTIFICATE I, the undersigned, Clerk of the City Council of the City of Kent (herein called the "City"), DO HEREBY CERTIFY: 1. That the attached resolution numbered /~ (herein called the "Resolution") is a true and correct copy of a resolution of the City as adopted at a regular meeting of the City Council held on ~ office. i_, 1990, and duly recorded in my 2. That said meeting was duly convened and held in all respects in accordance with law, and to the extent required by law, due and proper notice of such meeting was given; that a legal quorum was present throughout the meeting and a legally sufficient number of members of the City Council voted in the proper manner for the adoption of the Resolution; that all other requirements and proceedings incident to the proper adoption of the Resolution have been duly fulfilled, carried out and otherwise observed, and that I am authorized to execute this certificate. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Kent this ~ day of 4 '1990. [CITY SEAL]