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HomeMy WebLinkAboutResolution No. 2021-040 A Resolution of the City of Arlington City Council Approving the Action of the State of Washington Economic Development Finance Authority and the Issuance of Non-Recourse Revenue.. RESOLUTION NO. 2021-040 A RESOLUTION OF THE CITY OF ARLINGTON CITY COUNCIL APPROVING THE ACTION OF THE STATE OF WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY AND THE ISSUANCE OF NON-RECOURSE REVENUE BONDS TO FINANCE AN ECONOMIC DEVELOPMENT FACILITY FOR USE BY MURA CASCADE ELP. LLC (the "COMPANY"), AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, on June 16, 2021, the Washington Economic Development Finance Authority ("WEDFA") had presented to it Resolution No. W-2021-06 (the "Resolution"), a copy of which is attached hereto as Exhibit A, relating to the issuance of non-recourse revenue bonds, the proceeds of which would be loaned to the Company or its affiliates for, among other projects, the acquisition, construction and installation of a chemical manufacturing facility using plastic waste located in Arlington, Washington (the "Project"), all as authorized by the Economic Development Finance Authority Act of 1989, R.C.W. Title 43, Chapter 163, as amended (the "Act");and WHEREAS, on June 16, 2021, WEDFA unanimously approved the Resolution; and 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 economic development facility lies; and WHEREAS, the Project lies within the boundaries of the City of Arlington, Washington; NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED AND ORDERED as follows: Section 1: The City of Arlington City Council (the "City'), pursuant to the request of the WEDFA, does hereby approve the issuance of non-recourse revenue bonds (the "Bonds") by WEDFA, for the purposes provided in the Act. However, such approval shall not waive or modify any of the permitting requirements applicable to this project. Section 2: 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 acquiring, constructing and equipping the Project, including the necessary appurtenances, located within the boundaries of the City and to pay certain costs of issuance of the Bonds. Section 3: The Bonds shall not constitute an obligation of the State of Washington or of the City, and no tax funds or revenues of the State of Washington or of the City shall be used to pay the principal of or interest on the Bonds. Neither the faith and credit nor any taxing power of the State of Washington or of the City shall be pledged to pay the principal or interest on the Bonds. 1 Section 4:This Resolution is intended to constitute approval of the issuance of revenue bonds within the meaning of the policy of WEDFA. Section 5: Upon passage and approval of this Resolution, it shall take effect immediately. PASSED by the City Council and APPROVED by the Mayor this 15th day of November, 2021. CITY OF ARLINGTON Barbara Tolbert, Mayor ATTEST: Wendy Va Der Meersche, City Clerk APPROVED AS TO FORM: Ste e ' le, City Attorney 2 Exhibit A WEDFA Resolution 3 RESOLUTION NO. W-2021-06 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 $165,000,000 AND AUTHORIZING THE EXECUTION OF AN INDEMNIFICATION AND COMPENSATION AGREEMENT BY AND BETWEEN THE WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY AND MURA CASCADE ELP, 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 and construct a facility for chemical manufacturing using plastic waste located in Arlington, Snohomish 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 $165,000,000 pursuant to the Act to carry into effect the acquisition and equipping of real and personal property and provision of working capital at the Site to be used in the solid waste disposal activities and manufacturing facilities of the Company, as more fully described in Exhibit A hereto (the "Project"), and to loan the proceeds of the Bonds to finance the improvement, equipping, and installation of the Project and to reimburse the Borrower for costs of the Project; and WHEREAS, a form of agreement designated as an "Indemnification and Compensation Agreement," on file with the Issuer, 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-2021-06 Page 1 of 6 June 16, 2021 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 NOW THEREFORE, be it resolved by the Issuer 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 $165,000,000, to finance costs of the Project, such total costs to be financed by the Bonds presently estimated to be approximately $165,000,000; 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. The Borrower has indicated that it will incur and pay from its own funds, expenses relating to the Project prior to the issuance of the Bonds and expects to reimburse those expenditures with proceeds of the Bonds. This resolution constitutes an affirmative official action and declaration of official intent to reimburse the Borrower for Project expenditures within the meaning and subject to the conditions of Sections 1.103- (8)(T)(a)(5)and 1.150-2 of the Federal Income Tax Regulations. Section 3. Subject to the conditions listed in Section 4 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 4. 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; Resolution No. W-2021-06 Page 2 of 6 June 16, 2021 (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 4; (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 ensure the validity of the Bonds and the tax-exempt status of such of the Bonds as shall be issued as tax-exempt obligations. 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 Resolution No. W-2021-06 Page 3 of 6 June 16, 2021 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 16th day of June, 2021. WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY By VXM U �4"A V C u Resolution No. W-2021-06 Page 4 of 6 June 16, 2021 EXHIBIT A DESCRIPTION OF PROJECT AND SITE The Project will consist of: Acquisition, construction and equipping of a chemical manufacturing plant using plastic waste, located near 19620 67th Ave NE, Arlington, Snohomish County, 98223. Resolution No. W-2021-06 Page 5 of 6 June 16, 2021 CERTIFICATE 1, the undersigned, Secretary of the Washington Economic Development Finance Authority(herein called the "Issuer"),DO HEREBY CERTIFY: 1. That the attached Resolution No. W-2021-06 (herein called the "Resolution") is a true and correct copy of a resolution of the Issuer as finally adopted at a regular meeting of the members of the Issuer held on the 16' day of June, 2021, 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 16'day of June,2021. Secretary Resolution No. W-2021-06 Page 6 of 6 June 16,2021