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HomeMy WebLinkAbout1044CITY OF KENT, WASHINGTON RESOLUTION NO. /cft1 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 $9,500,000, and approving Resolution No. 1984-13 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 Associated Grocers, Incorporated, 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 Agreement both dated as of December l, 1984 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 uAct•), 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, Associated Grocers, Incorporated, a Washington corporation (the •company"), intends to acquire, construct and rehabilitate certain industrial development facilities (the MProject•) in the City; WHEREAS, upon the request of the Company and after due consideration of the acquisition, construction, rehabilitation and financing of the Project as promoting the purposes of the Act and the public purposes of the Issuer, the Issuer by Resolution No. 1984-_lQ_ proposes to issue and sell its revenue bonds in the principal amount of $9,500,000 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 dpte 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, improvement and rehabili- tation of the Company's warehouse 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 - 2 - impact upon the 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. 1984-~ of the Issuer providing for the issuance of its Bonds in the principal amount of $9,500,000 to assist in fi- nancing the cost of the Project, together with the costs in- cident 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. 1984-~: 3.1 Indenture of Trust dated as of December 1, 1984, 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 December 1, 1984, between the Issuer and the Company; 3.3 Placement Agency Agreement to be dated December 18, 1984, among Seattle-First National Bank as Placement Agent, the Issuer and the Company; - 3 - 3.4 Remarketing Agreement dated as of December 1, 1984, among Seattle-First National Bank as Rernarketing 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 Associated Grocers, Incorporated, the Grantor, the City of Kent Economic Development Corporation and Seattle-First National Bank, the Beneficiary, dated as of December 18, 1984; and 3.6 Private Placement Memorandum dated December 18, 1984, 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 the loan of the proceeds thereof to the Company and the accom- plishment of any matters related thereto. - 4 - The foregoing resolution was adopted by the City Council of the City of Kent, Washington, and approved by the Mayor, at a regular open public meeting this 17th day of December, 1984. M~L4 ATTEST: ~- . ~rk FORM APPROVED: 1293k - 5 - ,, CITY OF KENT ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 1984-13 A RESOLUTION of the City of Kent Economic Development Corporation approving the financing documents necessary for the issuance and sale by it of its $9,500,000 Floating/Fixed Rate Industrial Development Revenue Bonds, Series 1984 (Associated Grocers Project), and the loan of the proceeds thereof to Associated Grocers, Incorporated, 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 •Issuer•) 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 and constructing industrial development facilities in the City of Kent, Washington; and WHEREAS, in order to facilitate economic development and employment opportunities in the City, Associated Grocers, Incorporated, a Washington corporation (the •company•), intends to acquire, construct and rehabilitate 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 are contained in Exhibit A attached to the Issuer's Resolution No. 1984-9; 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. 1984-9 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-B(a)(S) of the Treasury Regulations promulgated under Section 103 of the Internal Revenue Code of 1954, as amended (the •code•); and WHEREAS, the City of Kent, which exercises planning juris- diction over the area in which the Project is located, by its Resolution No. _____ , has approved the financing of the Project by the Issuer; and WHEREAS, the elected officials of the City, the munici- pality under whose auspices the Issuer was created, have held 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, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF KENT ECONOMIC DEVELOPMENT CORPORATION as follows: -2 - ( Section 1. To accomplish the purposes of the Act and to finance a portion of the cost of the Project, the Issuer au- thorizes the issuance, sale and delivery of its Floating/Fixed Rate Industrial Development Revenue Bonds, Series 1984 (Associated Grocers Project) (hereinbefore defined as the •Bonds•) in the principal amount of $9,500,000 in accordance with the terms of the following financing documents substan- tially in the form thereof: a. Indenture of Trust dated as of December l, 1984, 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 December 1, 1984, between the Issuer and the Company; c. Placement Agency Agreement to be dated December 18, 1984, among Seattle-First National Bank as Placement Agent, the Issuer and the Company; d. Remarketing Agreement dated as of December 1, 1984, among Seattle-First National Bank as Remarketing Agent, the Issuer, the Company, 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 Associated Grocers, Incorporated, the Grantor, the City of Kent Economic Development Corporation and Seattle-First - 3 - National Bank, the Beneficiary, dated as of December 18, 1984; and f. Private Placement Memorandum dated December 18, 1984, 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 simulta- neously 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 Section l03(b)(l3) of the Code, is a substantial user of the Project or related person. Section 3. The terms of the financing documents speci- fying, 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 proceeds thereof to the Company to finance a portion of the cost of acquiring and constructing the Project; the repayment of the - 4 - 1 loan by the Company; and the remarketing, if any, of the Bonds I by Seattle-First National Bank are hereby approved and adopted by this reference with such additions, deletions and modifications, if any, as are deemed by the Chairman or Secre- tary of the Issuer to be not inconsistent with the purposes of this Resolution and in substantial conformity 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. 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 - 5 - ( necessary Uniform Commercial Code financing statements and any certificates required by the financing documents. ( Section 6. Pending the printing, execution and delivery to the purchaser of the definitive Bonds, the Issuer may cause to be executed and delivered to such purchaser a single temporary Bond in the principal amount of $9,500,000. Such temporary Bond 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 a fully registered bond in the name of such purchaser, and shall be in such form as acceptable to such purchaser. Such temporary Bond shall be exchanged for the definitive Bonds as soon as the same are printed, executed and available for delivery. ADOPTED by the Board of Directors of the City of Kent Economic Development Corporation, at a regular meeting this 14th day of December, 1984. ATTEST: 1292k l / CITY OF KENT ECONOMIC DEVELOPMENT CORPORATION ------v-1. By - 6 - ( I, MARIE JENSEN, Secretary of the City of Kent Economic Development Corporation, certify that the attached copy of Resolution No. 1984-/~ is a true and correct copy of the original resolution passed on the 14th day of December, 1984 as that resolution appears on the Minute Book of the City of Kent Economic Development Corporation. DATED this ;y? day of December, 1984. ~~ Secretar 1292k