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HomeMy WebLinkAbout5072RESOLUTION NO. 5 0 7 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, APPROVING THE ACTION OF THE WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY IN ISSUING NON - RECOURSE REVENUE BONDS TO FINANCE AN ECONOMIC DEVELOPMENT FACILITY FOR USE BY ORION INDUSTRIES, AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, on April 18, 2014, the Washington Economic Development Finance Authority ( "WEDFA ") unanimously approved and adopted its Resolution No. W- 2014 -6, a copy of which is attached hereto, marked as Exhibit A and incorporated herein by this reference; and WHEREAS, said Resolution No. W- 2014 -6 provided for the issuance of non- recourse revenue bonds, the proceeds of which would be loaned to the Orion Industries, a 501 (c)(3) non - for - profit corporation, or its affiliates for the purpose of constructing, acquiring and equipping a facility located at 1590 A Street N.E., Auburn, Washington, to provide job- training and job - placement services, in part through aerospace manufacturing and call center operations; and WHEREAS, among the job- training and job - placement services to be provided by Orion Industries would be services for individuals with disabilities and other significant barriers to employment; and WHEREAS, the activities and services of the Project as described in said Resolution No. W- 2014 -6 are authorized by the Economic Development Finance Authority Act of 1989, R.C.W. Title 43, Chapter 163, as amended (the "Act'); and Resolution No. 5072 May 14, 2014 Page 1 of 3 WHEREAS, it is the policy of WEDFA 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 WHEREAS, the Orion Industries site and the Project as described in said Resolution No. W- 2014 -6 are located within the boundaries of Auburn, Washington. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows: Section 1. Pursuant to the request of WEDFA, the Auburn City Council does hereby approve the issuance of non- recourse revenue bonds by WEDFA, for the purposes provided in the Act, in accordance with the following: o The Bonds shall be issued in the aggregate principal sum of not to exceed $9,500,000 pursuant to a Resolution of WEDFA. o The proceeds of the Bonds shall be lent to Orion Industries, pursuant to a loan agreement or other appropriate financing agreement, and used for the purpose of acquiring, rehabilitating and equipping the Project as described in said Resolution No. W- 2014 -6, including the necessary appurtenances, located within the boundaries of the City of Auburn and to pay certain costs of issuance of the Bonds. o The Bonds shall not constitute an obligation of the State of Washington or of the City of Auburn, and no tax funds or revenues of the State of Washington or of the City of Auburn 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 Auburn shall be pledged to pay the principal or interest on the Bonds. Section 2. The City of Auburn further hereby approves the issuance of Resolution No. 5072 May 14, 2014 Page 2 of 3 Bonds by WEDFA for the purpose of financing the Project as described in said Resolution No. W- 2014 -6, as a qualified project under the Act; Provided that such approval shall not waive any of the permitting requirements applicable to said Project. Section 3. 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 4. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 5. This Resolution shall be in full force and effect upon passage and signatures hereon. Dated and Signed this 1Y'day ofcZcy 2014. CITY OF AUBURN N NCY C US, MAYOR ATTEST: " '? oa..' Danielle E. Daskam, City Clerk APPROVED AS TO FORM: )'p — / /I _0_Z) D iel B. Hei ity Attorney Resolution No. 5072 May 14, 2014 Page 3 of 3 EXHIBIT "A" RESOLUTION NO, W- 2014 -6 A RESOLUTION OF THE WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY TAIGNG OFFICIAL ACTION TOWARD THE ISSUANCE OF NONRECOURSE ECONOMIC DEVELOPMENT REVENUE BONDS IN ONE OR MORE . SERIES IN A MAXIMUM AMOUNT NOT TO EXCEED $9,500,000 AND AUTHORIZING THE EXECUTION OF AN INDEMNIFICATION AND COMPENSATION AGREEMENT BY AND BETWEEN THE WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY AND ORION INDUSTRIES OR ITS AFFILIATES, 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, a 501(c)(3) non - for -profit corporation, has informed the Issuer that it is currently constructing, acquiring and equipping a facility which is to provide job - training and job - placement services (in part through aerospace manufacturing and call center operations) for individuals with disabilities and other significant barriers to employment (the "Project"), as more fully described in Exhibit A attached hereto and incorporated herein at the site described in Exhibit A hereto in Auburn, Washington (the "Site "), all of which are located witlrin 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 $9,500,000 pursuant to the Act and to loan the proceeds of the Bonds to the Company to finance the Project; and WHEREAS, the Issuer's staff has informed the Issuer that significant staff discussions with the Company occurred prior to the Issuer's approval of ongoing semiannual administrative charges and the lack of such fees were a significant. component of the discussions with the Company; 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 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 $9,500,000, to finance costs of the Project, such total costs to be financed by the Bonds presently estimated to be approximately $9,500,000; 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 judgment 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), or qualified institutional buyers, in each case 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; (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 judgment 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. For the Bonds, the Issuer hereby waives the semiannual administrative fees currently set forth in its Underwriting Standards. Section 5. 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 6. 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 7. 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 8. 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 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 9. This Resolution shall be effective after its adoption. ADOPTED by the Washington Economic Development Finance Authority this I Sth day of April, 2014. WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY By: Chair EXHIBIT A DESCRIPTION OF PROJECT AND SITE The Project will consist of: constructing, acquiring and equipping a facility of approximately 100,000 square feet and related site which is to provide job - training and job - placement services (in part through aerospace manufacturing and call center operations) for individuals with disabilities and other significant barriers to employment, in addition to bond issuance costs. The project is located at 1590 A Street N.E., Auburn, Washington. CERTIFICATE T, the undersigged, Secretary of the Washington Economic Development Finance Authority (herein called the "Issuer "), DO HEREBY CERTIFY: 1. That the attached Resolution No. W-2014-6 (herein called the "Resolgtion ")is a.true and correct copy of a resolution of tho Issuer as finally adopted at a special meeting of the Issuer held on the 18th day of April, 2014, 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 regairrd by Jaw' 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 Economie Development Finance Authority voted to the proper manner for the adoption of the- Resolution; that all other requirements and proceedings incident to the propdc adoption of the Resolution have been duly fulfilled, carried out, and otherwise observed; and that I am authorized to execute this cettificate, IN VATIIESS TBEREOF,1 have hereunto set my hand this 18th day of April, 2014