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2927RESOLUTIO N NO. 2927 •CITY COUNCIL APPROVING THE TON ECONOMIC DEVELOPMENT UANCE OF NON-RECOURSE OMIC DEVELOPMENT FACILITY LLC (THE "COMPANY"), AND ERLY RELATION THERETO • A RESOLUTION OF THE MOSES LAK ACTION OF THE STATE OF WASHING FINANCE AUTHORITY AND THE ISS REVENUE BONDS TO FINANCE AN ECON FOR SPECIALTY CHEMICAL PRODUCTS PROVIDING FOR OTHER MATTERS PROP RECITALS: 1.On April 26, 2007, the Washington Economic Developm presented to it Resolution No. 2-2007-008, a copy of wh Exhibit A, relating to the issuance of non-recourse reven which would be loaned to the Company for the construction production of precipitated silica products to be used in the ma products, and others to be located at 13583 Wheeler Road, Project), all as authorized by the Economic Development Finan Title 43, Chapter 163, as amended (the Act);. 2.On April 26, 2007, WEDFA unanimously approved the resolution September 13, 2007, by Resolution No. 2-2007-018, which is inclu hereto, amended the resolution to increase the principal amount of t the Project (Resolution Nos. 2-2007-008 and 2-2007-018 are collectiv the Resolution). 3.It is the policy of the Washington Economic Development Finance A revenue bonds except upon the approval of the county, city, or town wit jurisdiction the proposed industrial development facility lies. ent Finance Authority (WEDFA) had ich is attached hereto as a part of ue bonds wherein the proceeds of of a manufacturing plant for the nufacture of rubber goods, food Moses Lake, Grant County (the ce Authority Act of 1989, RCW referenced above and on ded as a part of Exhibit A he bond to be issued for ely referred to herein as uthority not to issue in whose planning 4. The Project lies within the boundaries of the City of Moses Lake, Grant Coun ty, Washington. RESOLVED: 1.The Moses Lake City Council (the Council), pursuant to the request of the Economic Development Finance Authority, does hereby approve the issuance of non revenue bonds (the Bonds) by the Washington Economic Development Finance Aut the purposes provided in the Act. 2.The Bonds shall be issued in the aggregate principal sum not to exceed twenty-eight million dollars ($28,000,000) (or such greater amount, provided such amount is approved by 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, including the necessary appurtenances, located within the boundaries of the City of Moses Lake and to pay certain costs of issuance of the Bonds. 3.The Bonds shall not constitute an obligation of the State of Washington or of the City of Moses Lake, and no tax funds or revenues of the State of Washington or of the City of Moses Lake 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 Moses Lake shall be pledged to pay the principal or interest on the Bonds. Washington -recourse hority, for • Ronald C. Covey, Mayo ATTEST: • 4. The City of Moses Lake hereby approves the issuance of Bonds by WEDFA for the purpose of financing the Project as described herein, a qualified project under the Act. However, such approval shall not waive any of the permitting requirements applicable to this project. 5. This Resolution is intended to constitute approval of the issuance of revenue bonds within the meaning of the policy of the Washington Economic Development Finance Authority. Adopted by the City Council on November 13, 2007. Ronald R. Cone, Finance Director • • RESOLUTION NO. W-2007-008 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 $25,500,000 AND AUTHORIZING THE EXECUTION OF AN INDEMNIFICATION AND COMPENSATION AGREEMENT BY AND BETWEEN THE WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY AND SPECIALTY CHEMICAL PRODUCTS LLC OR ITS SUCCESSOR OR ASSIGNS (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 Moses Lake, Grant County, Washington, as more fully described in Exhibit A attached hereto and incorporated herein (the "Site"), all of which 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 TWENTY FIVE THOUSAND FIVE HUNDRED dollars ($25,500,000) 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 • Exhibit A to Resolution 2927 Resolution No. W-2007-008 Page 1 of 6 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 $25,500,000, to finance costs of the Project, such total costs to be financed by the Bonds presently estimated to be approximately $25,500,000; 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 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 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 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 shall have secured a bond purchase agreement (the "Bond Purchase Agreement") from an Accredited Investor, as such term is 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 principal of, premium, if ally, and interest on the Bonds as when the same shall come due and payable; • • • Resolution No. W-2007-008 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 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 may 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 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 or such other evidence satisfactory to the Issuer that the Project will be welcomed by the community in 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 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 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 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 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 Resolution No. W-2007-008 Page 3 of 6 WASHINGTON, OR TO PLEDGE 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 26th day of April, 2007. WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY By: Is/ Robert P. Meredith Chair • • Resolution No. W-2007-008 Page 4 of 6 • • EXHIBIT A DESCRIPTION OF PROJECT AND SITE The Project will consist of: Construction of a manufacturing plant for the production of precipitated silica products to be used in the manufacture of rubber goods, food products and others to be located at 13583 Wheeler Road, Moses Lake, Grant County. • • Resolution No. W-2007-008 Page 5 of 6 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-2007-008 (herein called the "Resolution") is a true and correct copy of a resolution of the Issuer as finally adopted at a regular/special meeting of the Board of Directors of the Issuer held on the day of April, 2007, 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 day of April, 2007. /s/ Mike D. Marave Secretary • • Resolution No. W-2007-008 Page 6 of 6