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HomeMy WebLinkAbout1762Resolution No. 1762 (Amending or Repealing Resolutions) CFN = 825-Kent Economic Development Corporation Passed -6/19/2007 WEDFA Bond Approval-The Plitt Co of Chicago, Inc. RESOLUTION NO. /'Jftzd._, A RESOLUTION of the city council of the city of Kent, Washington, approvmg the act1on of the state of Washington Econom1c Development F1nance Authonty and the 1ssuance of non-recourse revenue bonds to f1nance an econom1c development fac1l1ty for The Pl1tt Company of Ch1cago, Inc. ("the Company") and prov1dmg for other matters properly relatmg thereto. RECITALS A. On Apnl 18, 2006, the Washington Economic Development F1nance Authonty (''WEDFA") had presented to 1t Resolution No. W-2006-005 (the "Resolution"), a copy of wh1ch IS attached and mcorporated as Exh1b1t A, relat1ng to the ISSuance of non-recourse revenue bonds wherem the proceeds of wh1ch would be loaned to the Company for the acqu1s1t1on and rehab111tat1on of an ex1st1ng seafood processmg plant located at 22613 -75th Avenue South, Kent, Kmg County (the "ProJect"), all as authonzed by the Econom1c Development Fmance Authonty Act of 1989, RCW T1tle 43, Chapter 163, as amended (the "Act"). On Apnl 18, 2006, the WEDFA unammously approved the Resolut1on. B. It IS the policy of WEDFA not to 1ssue revenue bonds except upon the approval of the county, c1ty, or town w1thm whose plannmg JUnsd1ct1on the proposed mdustnal development faci11ty l1es. As the ProJect lies w1thm the boundanes of the c1ty of Kent, K1ng County, Washmgton, WEDFA requests Kent's approval. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS: 1 WEDFA Bond Approval - The Plitt Company of Chicago, Inc. RESOLUTION SECTION 1. -WEDFA Bond Approval. The Kent City Counc1l (the "Counc1l"), pursuant to the request of the Washmgton Econom1c Development Fmance Authonty (the "WEDFA"), does hereby approve the 1ssuance of non- recourse revenue bonds (the "Bonds") by the WEDFA, for the purposes prov1ded m the Act. SECTION 2. -Use of Bond Proceeds. The Bonds shall be 1ssued m the aggregate pnnc1pal 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 appropnate fmancmg agreement, and used for the purpose of constructing and equ1pp1ng the ProJect, mcludmg the necessary appurtenances, located w1thm the boundanes of the c1ty of Kent and to pay certam costs of ISsuance of the Bonds. SECTION 3. -Bond ObligatiOn. The Bonds shall not constitute an obl1gat1on of the state of Washington or of the c1ty of Kent, and no tax funds or revenues of the state of Washmgton or of the c1ty of Kent shall be used to pay the pnnCipal or mterest on the Bonds. Ne1ther 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 pnnc1pal or mterest on the Bonds. SECTION 4. -Non-Waiver of Permttting Requtrements. The city of Kent hereby approves the Issuance of Bonds by WEDFA for the purpose of fmancmg the Project as descnbed here1n, a qual1f1ed proJect under the Act. However, such approval shall not wa1ve any of the perm1ttmg requirements applicable to th1s project. SECTION 5. -Approval Intent. Th1s resolution 1s mtended to constttute approval of the 1ssuance of revenue bonds w1thm the meanmg of the poltcy of the WEDFA. 2 WEDFA Bond Approval - The Plitt Company of Chicago, Inc. SECTION 6. -Effective Date. Th1s resolution shall take effect and be m force 1mmed1ately upon 1ts passage. PASSED at a regular open public meetmg by the c1ty council of the c1ty of Kent, Washmgton, th1s ;9 day of June, 2007. CONCURRED In by the mayor of the City of Kent th1s 11 day of June, 2007. ATTEST: -~ -....... ------.._, - ...... -' .. ...... -.... -.-.. _~ .. - APPROVED AS TO FORM: T~Kr7Ji ~b;-- I hereby cert1fy that th1s 1s a true and correct copy of Resolution No. I 7£ J._ passed by the City counc1l of the c1ty of Kent, Washmgton, the / f day of June, 2007. - P \CMI\Resolutlon\WC~5ond9-P~mpany ~ ...._ --- 3 WEDFA Bond Approval - The Plitt Company of Chicago, Inc. RESOLUTION NO. W-2006-005 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 $6,000,000 AND AUTHORIZING THE EXECUTION OF AN INDEMNIFICATION AND COMPENSATION AGREEMENT BY AND BETWEEN THE WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY A.t~D THE PLITT COMPANY OF CHICAGO, INC. OR ITS SUCCESSOR OR ASSIGNS (the "Company"). WHEREAS, the Washington Economic Development Finance Authority (the "Issuer") is a duly organized and existmg instrumentahty of the State of Washmgton authorized and empowered by the proviswns of RCW Chapter 43.163 (collectively, the "Act") to issue nonrecourse economic development revenue bonds for the purpose of carrymg into effect the constructiOn of Improvements and the acqmsition 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 lts powers under the Act, and WHEREAS, the Company has informed the Issuer that it Wishes to acquire, construct, equip, and improve the manufactunng facilities to be located in Kent, Kmg County, Washington, as more fully described m Exhibit A attached hereto and mcorporated herem (the "Site"), all of which are located within the temtonallrmits of the State of W ashmgton, and the Company has requested the Issuer to issue nonrecourse economic development revenue bonds (the "Bonds") in a maximum amount not to exceed SIX MilLION dollars ($6,000,000) pursuant to the Act to carry into effect the acquisition, constructiOn, eqmpping, and Improvmg of real and personal property and provis10n of workmg capital at the S1te to be used m the manufactunng facihties 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 settmg 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 Indemrufication and Compensation Agreement be executed for and on the behalf of the Issuer; and EXHIBIT .(\ Resolution No. W-2006-005 Page 1 of6 WHEREAS, the Indemnification and Compensation Agreement requires the Company to pay all reasonable and necessary costs mcurred by the Issuer in connection with the Bonds and/or m connectwn with the Project; and WHEREAS, the Issuer finds that the Project constitutes the development and improvement of econolUlc development facihtles 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 m a maximum amount not to exceed $6,000,000, to finance costs of the Project, such total costs to be financed by the Bonds presently estimated to be approximately $6,000,000, and (c) the executwn and dehvery 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, 1f any, and mterest on the Bonds, together with certam costs of the Issuer, will all be m furtherance of the Act. Section 2. Subject to the conditions listed ill Sectlon 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 of the Bonds, it is the intent of the Issuer to proceed toward the 1ssuance and sale of the Bonds pursuant to the proviswns of the Act Nothing in th1s resolutiOn shall be construed as legally bmding the Issuer to authonze, Issue, or sell the Bonds. Section 3. The authonzation, 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 mevocable 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 shall have secured a bond purchase agreement (the "Bond Purchase Agreement") from an Accredited Investor, as such term 1s defined in 17 CFR 230.501 (a), acceptable to the Issuer, for the purchase ofthe Bonds, (b) the Company shall enter into such contracts and loan agreements with the Issuer as shall be necessary to secure payment of the pnnc1pal of, premium, 1f any, and mterest on the Bonds as when the same shall come due and payable; Resolution No. W-2006-005 Page 2 of 6 ---------- (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 mparagraph (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 may be so issued pursuant to the provisions of the Internal Revenue Code of 1986; (e) ifreqUJred, 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 planrung junsdictwn 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 community m which 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 authonzed to take such further action as is necessary to carry out the intent and purposes hereof under the terms and conditions stated herem and m compliance with the applicable provisions of law 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 Indemrufication and Compensation Agreement by and between the Issuer and the Company be, and the same is hereby, approved and authorized and the Chmr of the Issuer IS hereby authonzed to execute the Indemnification and CompensatiOn Agreement on behaJf 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, SUBDNISION, OR AGENCY OF THE STATE OF WASHINGTON, OR TO PLEDGE Resolution No. W -2006-005 Page 3 of 6 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 MIDnCIP AL CORPORATION, SUBDMSION, 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 M'D 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 Washmgton Economic Development Finance Authority this IL th day of PI'IY'. 200 ~ WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY Resolution No. W -2006-005 Page 4 of 6 EXHIBIT A DESCRIPTION OF PROJECT AND SITE The Project will consist of: Acquisition of a current seafood processing plant and rehabilitation of the building and equipment to meet current standards The plant w11l be used for the production of premium seafood productiOn of premium seafood products. The plant is located at 22613 76th Avenue South in Kent. Resolution No. W-2006-005 Page 5 of6 CERTIFICATE I, the undersigned, Secretary of the Washmgton Economic Development Finance Authonty (herem called the "Issuer"), DO HEREBY CERTIFY: 1. That the attached Resolution No. W-2006-005 (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 J.lth day of April, 2006, and duly recorded in my office. 2. That srud meetmg was duly convened and held in all aspects in accordance with law, and, to the extent reqmred 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 meetmg and a legally sufficient number of members of the Washmgton Economic Development Finance Authority voted in the proper manner for the adoptiOn of the Resolutwn; that all other reqUirements and proceedmgs incident to the proper adoption ofthe ResolutiOn have been duly fulfilled, carried out, and othe!Wlse observed; and that I am authorized to execute this certificate. IN WITNESS THEREOF, I have hereunto set my hand thisli th day of April, 2006. Secretary Resolution No. W -2006-005 Page 6 of 6