HomeMy WebLinkAbout1514RESOLUTION NO. /51 'f
A RESOLUTION of the City Council of the City
of Kent, Washington, approving the action of the State of
Washington Economic Development Finance Authority
and the issuance of non-recourse revenue bonds to finance
an economic development facility for Schober, Inc.Nectra,
LLC, and providing for other matters properly relating
thereto.
WHEREAS, on February 9, 1998, the Washington Economic
Development Finance Authority ("WEDFA") had presented to it Resolution No. W-98-
004 relating to the issuance of non-recourse revenue bonds where the proceeds would be
loaned to Schober, Inc.Nectra, LLC for the acquisition, construction, and equipping of a
facility for the manufacture of aircraft decorative laminates ("Project"), all as authorized
by the Economic Development Finance Authority Act of 1989, RCW Title 43, Chapter
163, as amended ("Act"); and
WHEREAS, on February 9, 1998, WEDFA unanimously approved the
resolution; and
WHEREAS, on March 18, 1998, WEDF A had presented to it resolution
No. W-98-009 amending resolution No. W-98-004 to reflect an increase in costs; and
WHEREAS, on March 18, 1998, WEDFA unanimously approved the
amended resolution; and
WHEREAS, it is the policy of WEDF A not to issue revenue bonds except
upon the approval of the county, city, or town within whose planning jurisdiction the
proposed industrial development facility lies; and
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WHEREAS, the Project lies within the boundaries of the City of Kent,
King County, Washington; NOW THEREFORE,
THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON
DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The City of Kent, pursuant to the request of the Washington
Economic Development Finance Authority ("WEDF A"), does hereby approve the
issuance of non-recourse revenue bonds ("Bonds") by the WEDF A for the purposes of
financing the Project as described herein, a qualified project under the Act, for the
purposes provided for in said Act.
SECTION 2. The Bonds shall be issued in an aggregate principal sum not
to exceed $2,798,755 pursuant to resolutions passed and approved by WEDFA, numbers
W-98-004 and W-98-009, attached hereto as Exhibits A and Band incorporated herein by
reference. The proceeds of the Bonds are to be lent to Schober Inc.N ectra, LLC,
pursuant to a loan agreement or other appropriate financing agreement, and used for the
purpose of acquiring, constructing, and equipping the Project, including the necessary
appurtenances located within the boundaries of the City of Kent, and to pay certain costs
of issuance ofthe Bonds.
SECTION 3. The Bonds shall not constitute an obligation of the State of
Washington or City of Kent, and no tax funds or revenues of the State of Washington or
City of Kent shall be used to pay the principal or interest on the Bonds. Neither the faith
and credit nor any taxing power of the State of Washington or of the City of Kent shall be
pledged to pay the principal or interest on the Bonds.
SECTION 4. This resolution is intended to constitute approval of the
issuance of revenue bonds within the meaning ofthe policy of the WEDFA and the Act.
SECTION 5. This resolution shall take effect immediately upon passage
and approval as provided by law.
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PASSED at a regular open public meeting by the City Council of the City of
Kent, Washington, this fo day of Q c ro !) Et\ '1998.
CONCURRED in by the Mayor of the City of Kent this 7 f1\ day of
ATTEST:
-BRENDA JACOBER, CITY CLERK I 'PEPU IY
:Po It) N A .S W II tJ
APPROVED AS TO FORM:
~Eii'"L~l!k2xnZ
/:POA.J.UA S(L).AW j)EJ'Urt
I, ORENDA JACOBER, City Clerk of the City of Kent, Washington, certify
that the attached copy of Resolution No. I 5 I tf is a true and correct copy of the
. th I -H. d original resolutiOn adopted on e ~ ay of o cro e, € R. , 1998, as that
resolution appears on the Minute Book of the City.
DATED this 9-/1,-,. day of OCIOB E /<.... '1998.
P:\LA W\RESOLUfi\Revenue Bonds.res.doc
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RESOLUTION NO. W-98-004
A RESOLUTION OF THE WASHINGTON ECONOMIC DEVELOPMENT
FINANCE AUTHORITY TAKING OFFICIAL ACTION TOWARD THE
ISSUANCE OF NONRECOURSE ECONOMIC DEVELOPMENT REVENUE
BONDS IN ONE OR MORE SERIES IN A MAXIMUM AMOUNT NOT TO
EXCEED $2,500,000 AND AUTHORIZING THE EXECUTION OF AN
INDEMNIFICATION AND COMPENSATION AGREEMENT BY AND
BETWEEN THE WASHINGTON ECONOMIC DEVELOPMENT FINANCE
AUTHORITY AND SCHOBER, INC. (the "Company").
WHEREAS, the Washington Economic Development Finance Authority (the
"Issuer") is a duly organized and existing instrumentality of the State of Washington
authorized and empowered by the provisions of RCW Chapter 43.163 (collectively, the
"Act") to issue nonrecourse economic development revenue bonds for the purpose of
carrying into effect the construction of improvements and the acquisition of personal
properties and provide working capital suitable for use by any industry, and to loan its
moneys when necessary or convenient to carry out its 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 Renton, King
County, Washington, as more fully described in Exhibit A attached hereto and
incorporated herein (the "Site"), all ofwhich are located within the territorial limits of the
State of Washington, and the Company has requested the Issuer to issue nonrecourse
economic development revenue bonds (the "Bonds") in a maximum amount not to exceed
TWO MILLION FIVE HUNDRED THOUSAND dollars ($2,500,000) pursuant to the
Act to carry into effect the acquisition, construction, equipping, and improving of real and
personal property and provision of working capital at the Site to be used in the
manufacturing facilities of the Company, as more fully described in Exhibit A hereto (the
"Project"), to loan the proceeds of the Bonds to finance the acquisition, construction,
improvement, equipping, and installation of the Project; and
WHEREAS, a form of agreement designated as an "Indemnification and
Compensation Agreement" has been prepared setting forth the respective agreements and
undertaking 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
Resolution No. W-98-004 Page 1 of6
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 in 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 of the 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 Project and its operation as an economic development facility; (b) the
issuance of the bonds of the Issuer in one or more series and in a maximum amount not to
exceed $2,500,000, to finance costs of the Project, such total costs to be financed by the
Bonds presently estimated to be approximately $2,500,000; 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 principal of, premium, if any,
and interest on the Bonds, together with certain costs of the Issuer, will all be in
furtherance of the Act.
Section 2. Subject to the conditions listed in Section 3 below, including 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 or taxable status ofthe 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 binding 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 either caused to be issued an irrevocable letter of
credit (the "Letter of Credit") by an investment-grade rated commercial bank, acceptable
to the Issuer (the "Letter of Credit Bank"), which shall be used to pay and secure the
Bonds or secured a private placement with an Accredited Investor(s) as such term is
defined in 17 CFR 230.501(a);
(b) · the Company shall enter into such contracts and loan agreements with the
Issuer as shall be necessary to secure payment of the principal of, premium, if any, and
interest on the Bonds as when the same shall come due and payable;
Resolution No. W-98-004 Page 2 of6
(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)ofthis 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 may be so issued pursuant to the provisions of the Internal Revenue Code of
1986;
(e) the Issuer shall have received an allocation of the State ceiling on private
activity bonds imposed by Section 146 of the Internal 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 Issuer shall have received evidence that the county, city, or town within
whose planning jurisdiction the Project lies has approved the Project and the Bonds; 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 intent 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 advisable 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 Indemnification 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, SUBDIVISION, OR AGENCY OF THE STATE OF
WASHINGTON, OR TO PLEDGE ANY OR ALL OF THE FAITH ·AND CREDIT OF
ANY OF THESE ENTITIES. NEITHER THE STATE OF WASHINGTON, THE
Resolution No. W-98-004 Page 3 of6
ISSUER, ANY MUNICIPALITY, OR ANY OTHER MUNICIPAL CORPORATION,
QUASI MUNICIPAL CORPORATION, SUBDIVISION, OR AGENCY OF TilE
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 1HE
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 9th
day ofFebruary, 1998.
WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY
By: ~ =::~ :t:
Chair
("
Resolution No. W-98-004 Page 4 of6
EXHIBIT A
DESCRIPTION OF PROJECT AND SI1E
The Projects will consist of:
Construction of a 30,000 sq. ft. building for the production of decorative laminates;
purchse of two water jet ·cutting machines, a multiple opening press and installation.
Resolution No. W-98-004 Page 5 of6
CERTIFICATE
I, the undersigned, Secretary of the Washington Economic Development Finance
Authority (herein called the "Issuer"), DO HEREBY CERTIFY:
l. That the attached Resolution No. W-98-004 (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 ofDirectors of the Issuer held on the 9th day ofFebruary,-1998, 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 notice 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 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 THEREOF, I have hereunto set my hand this 9th day of February, 1998.
Secretary
Resolution No. W-98-004 Page 6 of6
··~
RESOLUTION NO. W-98-009
A RESOLUTION OF THE WASHINGTON ECONOMiq DEVELOPMENT
FINANCE AUTHORITY AMENDING ITS RESOLUTION NO. W-98-004 TO
DECLARE OFFICIAL INTENT TOWARD THE ISSUANCE OF
NONRECOURSE ECONOMIC DEVELOPMENT REVENUE BONDS IN ONE
OR MORE SERIES IN A MAXIMUM AMOUNT NOT TO EXCEED $2,500,000.
WHEREAS, the Washington Economic Development Finance Authority (the
"Issuer") is established as a public body, corporate and politic, with perpetual corporate
succession, constituting an instrumentality of the State of Washington authorized and
empowered by the provisions of RCW Chapter 43.163 (the "Act") to issue nonrecourse
revenue bonds for the purpose of financing economic development activities as defined in
the Act; and
WHEREAS, on February 9, 1998, at a special meeting of the Board of Directors
of the Issuer, the Issuer adopted its Resolution No. W-98-004 (the "Resolution")
declaring official intent toward the issuance of nonrecourse economic development
revenue bonds in a maximum amount not to exceed $2,500,000, the proceeds of such
issuance to be loaned to Schober, Inc. (the "Borrower") to finance project costs of
acquiring, constructing, equipping and improving real or personal property to be used in
the manufacturing facilities of the Borrower (the "Project"), as more fully described in the
Resolution; and
WHEREAS, the Borrower has informed the Issuer that its estimate of eligible
costs of the Project have increased to $4,500,000 due to the planned purchase of an
additional building; and
WHEREAS, the Borrower has requested that the Issuer amend the Resolution to
reflect this increase in costs; and
WHEREAS, the Issuer finds that the amended Project constitutes economic
development activities as defined 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 of the Federal Income Tax Regulations.
NOW, THEREFORE, be it resolved by the Washington Economic Development
Finance Authority as follows:
Section 1. The Resolution is amended to increase the maximum amount of
issuance of bonds of the Issuer from $2,500,00 to $4,500,000 to finance costs of the
Resolution No. W-98-009 Page 1 of 3
Project, such total costs to be financed by the Issue~'s bonds being presently estimated to
be $4,500,000.
Section 2. All other provisions of the Resolution shall remain unchanged and
in full force as provided for in the Resolution.
Section 3. This resolution shall be effective after its adoption.
ADOPTED by the Washington Economic Development Finance Authority this
18th day ofMarch, 1998.
WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY
Resolution No. W-98-009 Page 2 of3
CERTIFICATE
I, the undersigned, Secretary of the Washington Economic Development Finance
Authority (herein called the "Issuer"), DO HEREBY CERTIFY:
1. That the attached Resolution No. W-98-009 (herein called the "Resolution") is a true
and correct copy of a resolution of the Issuer as finally adopted at a regular meeting of the
Board ofDirectors ofthe Issuer held onthe 18th day of March, 1998, 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 notice 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 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 THEREOF, I have hereunto set my hand this 18th day of March, 1998.
Secretary
Resolution No. W-98-009 Page 3 of3