Loading...
1903 - Resolution - Issuance on Non-Recourse Revenue BondsPul _ l f rom Agenda -Waiting fo r additional infor mati on DRAFT RESOLUTION N0.1903 A R OLUTION OF THE CITY OF PORT ORCHARD, WASHI TON APPROVING THE ACTION OF THE STATE OF WASHIN ON ECONOMIC DEVELOPMENT FINANCE AUTHORI AND THE ISSUANCE OF NON-RECOURSE REVENUE NDS TO FINANCE AN ECONOMIC DEVELOPMEN AGILITY FOR WASTE MANAGEMENT OF WASHINGTON, IN ("the COMPANY"), AND PROVIDING FOR OTHER MATTERS P OPERL Y RELATING THERETO. WHEREAS, on July 13, 2000, the Washington Economic Development Fin ance Authority ("WEDFA") had presented to it Resol ·on No. W-2000-020 (the "Resolution"), a copy of which is attached hereto as Exhibit A. relating to the issua ce of non-recourse revenue bonds wherein a portion of the proceeds of which would be loaned to the Com ny for the construction of a new solid waste transfer station at the Ol y mpic View Industrial Park, 9300 SW arney White Road , Port Orchard (th e "Project"), all as authorized by the Economic Development Finance A hority Act of 1989, R.C.W. T itle 43, Chapter 163, as amended (the "Act"); and WHEREAS, on July 13, 2000, WEDFA un imously approv ed the Resolution; and WHEREAS, it is the pol icy of the Wash in ton Economic Development Finance Authority not to issue revenue bonds except upon the approval of e county, city or town within whose planning jurisdiction the proposed industrial development facility lies; d WHEREAS, the Project lies within the boundaries of e City of Port Orchard, Kitsap County, Washington, now, therefore, THE CITY COUNCIL OF THE CITY OF PORT RESOLVE THE FOLLOWING: ARD DOES HEREBY SECTION 1. The Port Orchard City Council (the "Council"), purs nt to the request of the Washington Economic Development Finance Authority , does hereby approve th issuance of non- recourse revenue bonds (the "Bonds") by the Washington Econom ic Development Fi na e Authority, for the purposes provided in th e Act. SECTION 2 . The Bonds shall be issued in the aggregate principal su of not to exceed $34,535,000 pursuant to a Resolution of WED FA. The proceeds of the Bonds are to be I t to the Company, pursuant to a loan agreement or other appropriate financing agreement, and a portio of th e proceeds thereof used for the purpose of constructing and equipping the Project, including the nece ary appurtenances, located within the boundaries of the City of Port Orchard and to pay certain cost of . issuance of the Bonds. SECTION 3. The bonds shall not constitute an obligation of the State of Washington or of the City of Port Orchard , and no tax funds or revenues of the State of Washington or of the City of Port Orchard 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 Port Orchard shall be pledged to pay the principal or interest on the Bonds. SECTION 4. The City of Port Orchard hereby approves the issuance of Bonds by WEDFA for the purpose of financ ing the Project as described herein, a qualified project under the Act. SECTION 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. SECTION 6 . Upon passage and approval of this Resolution, it shall take effect immediately. PASSED by the City Council of the City of Port Orchard, APPROVED by the Mayor and attested by the Clerk in authentication of such passage this 14th day of August 200 . ATTEST: RESOLUTION NO. W-2000-020 Resolution No. 1903 Exhibit A A RESOLUTION OF THE WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY TAKING OFFICIAL ACTION ·TOWARD THE ISSUANCE OF NONRECOURSE ECONOMIC DEVELOPMENT REVENUE 130NDS IN ONE OR MORE SERIES IN A MAXIMUM AMOUNT NOT TO EXCEED $34,535,000 AND AUTHORIZING THE EXECUTION OF AN INDEMNIFICATION AND COMPENSATION AGREEMENT BY AND · BETWEEN THE WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY AND WASTE MANAGEMENT OF WASHINGTON, INC. AND/OR ITS AFFILIATES (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 nomecourse 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 economic development activity, 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 solid waste disposal facilities to be located in various locations in the state of 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 nomecourse economic development revenue bonds (the "Bonds") in a maximum amount not to exceed THIRTY FOUR MILLION FNE HUNDRED AND THIRTY FNE TIIOlJSAND dollars ($34,535,000) 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 solid waste disposal 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 agieement 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-2000-020 Page 1 o£7 Resolution No. 1903 Exhibit A 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 $34,535,000, to finance costs of the Project, such total costs to be financed by the Bonds presently estimated to be approximately $34,535,000; 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 co=ercial 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 230.50l(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 any, and interest on the Bonds as when the same shall come due and payable; Resolution No. Wc2000-020 Page 2 of7 ResolutionNo. 1903 Exhibit A (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 ofl986; (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 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, SUBDMSION, OR AGENCY OF THE STATE OF WASHINGTON, OR TO PLEDGE ANY OR ALL OF THE FAITH AND CREDIT OF Resolution No. W-2000-020 Page 3 of7 Resolution No. 1903 Exhibit A ANY OF THESE ENTITIES. NEITHER THE STATE OF WASHINGTON, THE ISSUER, ANY MUNICIPALITY, OR ANY OTHER MUNICIPAL CORPORATION, QUASI MUNICIPAL 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 AND CREDIT NOR THE TAXING POWER OF THE STATE OF WASHINGTON, THE ISSUER, IF ANY, OR ANY MUNICIPAL CORPORATION, QUASI MUNICIPAL CORPORATION, SUBDMSION, 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 13th day of July, 2000. WASHINGTON ECONOMIC DEVEL Resolution No. W-2000-020 Page 4 of7 EXHIBIT A DESCRIPTION OF PROJECT AND SITE The Projects will consist of: Resolution No. 1903 Exhibit A {1) $1,277,605 -Trucks, support vehicles, primary equipment, containers and compactors, machinery and equipment, leasehold· improvements, and furniture and fixtures to be located at: 9300 SW Barney White Road, Port Orchard, Kitsap County, WA 98367 and 2058 Edgwood Drive, Port Angeles, Clallam County, WA 98362; (2) $4,297,949 -Trucks, support vehicles, leasehold improvements, furniture and fixtures, consolidation of collection facilities to be located at: 7201 W. Marginal Way, Seattle, King County, W A 981 06; {3) $2,226,892 -Trucks, support vehicles, . primary equipment, containers and compactors, machinery and equipment and the Woodinville facility consolidation to be located at: 1821 I 80th Street SE, Bothell, Snohomish County, WA 98012, 6225 233"' Street SE, Woodinville, Snohomish County, WA 98072 and 6221 234th Street SE, Woodinville, Snohomish County, WA 98072; ( 4) $1,244,222 -Trucks, support vehicles, containers and compactors, machinery and equipment and lea8ehold improvements to be located at: 13225 NE !26th Place, Kirkland, King County, W A 98034; (5) $3,744,298 -Trucks, support vehicles, land & buildings, MIS and other projects, and Skagit County Transfer Station improvements to be located at: 1388 Peterson Road, Skagit County, W A 98233; ( 6) $1,508,230 . Trucks, support vehicles, primary equipment, leasehold improvements and furniture and fixtures to be located at: 6350 S. 143"' Street, Tukwila, · King County, W A 98168; (7) $5,062,162 -Trucks, support vehicles, primary equipment, containers and compactors, machinery and equipment, leasehold improvements, RNW CDL Recycling Facility expansion, Recycle America expansion, Seattle Tr~sfer Station -Organic Material expansion, and RST consolidation to be located at: 701 Second Street NW, Auburn, King County, WA 98001, 7901 1'' Avenue South, Seattle, King County, WA 98108, 7155 West Marginal Way, Seattle, King County, WA 98106 and 70 South Alaska Street, Seattle, King County, WA 98106; (8) $3,320,552 -Trucks, support vehicles, containers and compactors, machinery and equipment, leasehold improvements to be located at: 11720 East 1" Avenue, Spokane, Spokane County, WA 99214, 11320 West McFarlane Road, Spokane County, WA 99224 and 992 B. Hwy 395 South, Addy, Stevens County, WA 99101; Resolution No. W-2000-020 Page 5 of7 Resolution No. 1903 Exhibit A (9) $1,255,000 -Trucks, support vehicles, primary equipment, containers and compactors, machinery and equipment, land and building to be located at: 711 A North Wenatchee Avenue, Wenatchee, Chelan County, WA 98801, 607 North Railroad Avenue, Ellensburg, Kittitas County, WA 98926, 1611 South Washington, Kennewick, Benton County, WA 99337, 2627 South Ely, Kennewick, Benton County, WA 99337 and 4500 Pump house Road, Toppenish, Yakima County, WA . 98948; (10) $1,613,000 -lniprovements, landfill gas projects, leachate treatment facility, closure, support vehicles and primary equipment to be located at 191 Webb Road, Wenatchee, Chelan County, WA 98802 and 1421 South Wenatchee Avenue, Wenatchee, Chelan County, WA 98801; (11) $7,405,777 -Cell construction, improvements, new facility, landfill gas projects, support vehicles; machinery and equipment, leasehold improvements, Kitsap County Transfer Station -Facility, and Kitsap County Transfer Station -Equipment to be located at: 10015 SW Barney White Road, Port Orchard, Kitsap County, WA 98367; (12) $ 659,697 -Cell construction, improvements,closure, landfill expansion, and other projects to be located at: South 1820 Graham Road, Medical Lake, Spokane County, W A 99022. Resolution No: W-2000-020 Page 6 of7 CERTIFICATE Resolution No. 1903 Exhibit A 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-2000-020 (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 13th day of July, 2000, 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 13th day of July, 2000. Secret~-- Resolution No. W-2000-020 Page 7 of7 · I I I I I I I I STATE OF WASHINGTON WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY 1000 Second Ave., Suite 2700 • Seattle, Washington 98104-1046 • (206) 587-5634/5640 • FAX (206) 389-2819 City Clerk City of Port Orchard 216 Prospect Port Orchard, WA 98366 July 19, 2000 Re: Washington Economic Development Finance Authority (WED FA) -Tax- Exempt/Taxable Economic DevelopmentRevenue Bond Programs $34,535,000 Waste Management of Washington, Inc. Project Dear Sir/Madam: -··" " \ " """ D ,.:-··. <l ".lit~ , .. o • ··'I g.; ~--:2j ij! .• · l'i' 2 0 2.000 .,UL r!TY OF PORT ORCHARD -ClTY CLERKS OFFICE Waste Management of Washington, Inc. is planning to construct a new solid waste transfer station at the Olympic View Industrial Park, 9300 Barney White Road in Port Orchard, among other projects at various locations in the state. They intend to finance these projects through the issuance ofWEDFA's tax-exempt nonrecourse economic development revenue bonds. Michael A. Weinstein, NW Region Financial Analyst would be happy to provide you with any further information that you might find helpful regarding the project. His telephone number is: (206) 264-3072. It is the policy of the WEDFA board only to issue bonds in support of projects which would be welcomed by the local community. As part of the issuance process, therefore, we would like the Port Orchard City Council as the planning jurisdiction, to consider passage of a Planning Jurisdiction Approval resolution, in form substantially a:s attached, in behalf of the Washington Economic Development Finance Authority (WEDFA) to issue tax-exempt economic development revenue bonds. We are planning to issue the bonds toward the end of August. It would greatly assist our timing if the City Council could consider this approval at their next . meeting. .", I. •? . I. ! \ ' I City Clerk City of Port Orchard July 19, 2000 Page two Please let me know how we can work together to facilitate this process. If you have any questions, please do not hesitate to give me a call. My telephone number is: (206) 587-5634. I look forward to working with you on this project. Sincerely yours, ~.)J•'r Jonathan A. Hayes Executive Director cc: M. Weinstein -Waste Management of Washington, Inc.