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HomeMy WebLinkAbout093 85 è~' ? o-'1:i' ¢¡ PI.' , P-lC~5 Pj.!~1¡)W:1~~I2jI4I16 RESOLUTION NO. 93-85 A RESOLUTION of the Board of Commissioners of Jefferson County approving the issuance of revenue bonds of the Industrial Develop- ment Corporation of the Port of Port Town- send pursuant to RCW 39.84.060. WHEREAS, the Legislature of the State of Washington has provided for the creation of public corporations by municipalities, including port districts, pursuant to Chapter 300, Laws of Wash- ington, 1981 (Reg. Sess.) codified as Chapter 39.84 RCW, as amended (the "Act"), for the purpose of facilitating economic development and employment opportunities in the State of Wash- ington; and WHEREAS, pursuant to the Act, the Port Commission of the Port of Port Townsend has by resolution created and approved the charter of a public corporation designated as "The Industrial Development Corporation of the Port of Port Townsend" (herein the "Development Corporation") in order to carry out the purposes of the Act; and WHEREAS, the Development Corporation has received an application from the Port Townsend Paper Corporation (the "Borrower") for the financing of the acquisition, construction and installation of pollution control facilities at its existing pulp and paper mill within the boundaries of the County (the "Project Facilities"); and WHEREAS, the Development Corporation reviewed the application of the Borrower and determined that the Project Facilities qualify as "industrial development facilities" within the meaning of the Act and approved the issuance of its nonrecourse revenue bonds \ , .., ~ , 1 4 -'_ 1_ ßC 3902 Resolution No. Page 2: 93-85 to finance all or a portion of the costs of the Project Facilities by a resolution adopted December 2, 1985 and by approval of an Agreement to Issue Bonds on December 2, 1985; and WHEREAS, the Act provides that each county, city or town within whose planning jurisdiction Project Facilities are to be located must approve the issuance of revenue bonds by the Develop- ment Corporation for such Project; and WHEREAS, the Board of Commissioners has been assured that there will be no financial liability accruing to the County as a result of such approval and that this approval shall constitute approval solely for the purpose of permitting the Development Corporation to proceed with the issuance of such revenue bonds. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS JEFFERSON COUNTY, WASHINGTON (the "COUNTY") acting pursuant to Chapter 39.84 RCW, does hereby approve the issuance of revenue bonds (the "Bonds") in the amount of not to exceed $3,000,000 by the Development Corporation for the purposes of financing the Project Facilities. The Bonds are to be issued by the Development Corporation in the aggregate principal amount of not to exceed $3,000,000 pursuant to a resolution of the Board of Directors of the Develop- ment Corporation, approved by the Port Commission of the Port of Port Townsend. The Bonds shall be entitled "The Industrial Develop- ment Corporation of the Port of Port Townsend Revenue Bond (Port Townsend Paper Corporation Project)." The proceeds of the Bonds \ , ~'" t 'c' q . 1 ....-_ 1,,4; . J~ ~. - on 3903 Resolution No. 93-85 Page 3: are to be lent to Port Townsend Paper Corporation, a Washington Corporation, pursuant to a loan agreement and used for the purposes of paying all or a part of the costs of acquisition, construction and installation of pollution control facilities, all within the boundaries of the Port of Port Townsend and unincorporated Jefferson County (the "Project Facilities"). The Bonds shall be payable solely from the Borrower's repayments of the loan under the loan agreement and shall be additionally secured in an appropriate manner. The Bonds shall not constitute an obligation of the County, and no tax funds or other revenues of the County shall be used to pay the principal of, premium, if any, or interest on the Bonds. Neither the faith and credit nor any taxing power of revenues of the County shall ever be pledged to pay the principal of, premium, if any, or the interest on the Bonds. The Commissioners of Jefferson County hereby approve the issuance of the Bonds under the Act by the Development Corpor- ation for the purpose of financing the Project Facilities. BE IT FURTHER RESOLVED, that this resolution is intended solely to constitute approval of the issuance of revenue bonds within the meaning of RCW 39.84.060 of the Act. This approval shall not constitute approval, either in concept or in substance, of those Project Facilities for which the bonds are intended, nor shall this approval be, or be construed to be, a review, comment or approval of any development permit or any other permit required from the County by the Borrower for the purpose of carrying out VOL 11 iMJ 00 3904 Resolution No. Page 4: 93-85 its acquisition, construction or installation of the Project Facilities. ADOPTED THIS ~ DAY OF DECEMBER 1985. JEFFERSON COUNTY BOARD OF COMMISSIONERS ",~~ 'Í ' 'j '¿ \I, /., " ..", J / ,r ;;."~ ~ . '---", () .' . It .~. ,".., "I. . '" /' 'J'. ¡.~...", ¡ re, ~ ,\,,' '" f .' . 1J'1'" " \ , ,. , : ..,,>: '~! '.' r "., ,:., !"",,1t ìøa" '~ -: .0.' _; . " .. r t '~.., :\,'. ..a.. .t . '("-, -. ~ c.., r)i . . '.. ',' . ,JI". -, v,. . ~ J:'':f .' ,)" \, ~~> SEAL: r ~L~ Jo L. Pitts, Chairman ~i t: . I - _ " /.: _ _ - -_1"\I(.( B.G. Bro " Member ATTEST: ,\, ,1 ~ \.. lû..t ~ j (!-;,_ __~ ~, . ~J\c.~.0-Z. <:Q ~ ~ð" ç<:~\. , dL '¡/if~~1 í'/ // ~ ¡ /. ~/ (// , /) ¡ , v _ "/...,, /' ') _' "'J _' .../ zf?./O:,jG C C c", , .~ -; ~ , YOL 1J 00 3905 'r LAW OFFICES OF WASHINGTON, D.C. 1735 NEW YORK AVE., N.W., SUITESOO WASHINGTON, D.C. 20006 (202) 628-1700 TELEX 904059 WSH TELECOPY (202) 331-1024 PRESTON, THORGRIMSON, ELLIS Be HOLMAN S400 COLUMBIA SEAFIRST CENTER 701 FIFTH AVENUE SEATTLE, WASHINGTON 98104-7011 (206) 623·7580 ANCHORAGE: 420 L STREET, SUITE 404 ANCHORAGE. ALASKA 99501 (907) 276-1969 TELECOPY (907) 276-1365 TELEX 4740035 TELECOPY (206) 623-7022 "'-"-', ,~¡.---, :- r~ ~ ! ~,~-,".J t"""'r. I ! ;.~ t' \;,,,.:J '. ¡ ;: 1 ~_) f t i.-,""!:: l 4..1 .~ \'" :¡ ..~,,," ~'-'- ,~ \'\ ! 1 ".~ W ~Jlí PORTLAND PRESTON, ELL.IS 8. HOLMAN 1230 S.W. sTAVENUE, SUITE 300 PORTLAND, OREGON 97204 (503) 225-0815 TELECOPY (503) 248-9085 ,--..'''........., Ifl\ II it L.::!.! SPOKANE SEAFIRST FINANCIAL CENTER SUITE 1480 SPOKANE, WASHINGTON 99201 (509) 624-2100 TELECOPY (509) 456-0146 December 3, 1985 Jerdine Bragg Clerk of the Board of County Commissioners Jefferson County Courthouse Port Townsend, Washington 98368 <) )EFFŒSm~ COUNTY,;" Ot CQ.fiH'illSSiOrH::'\S "' Re: Port of Port Townsend/Port Townsend Paper Corp. Dear Ms. Bragg: This firm is bond counsel for the Port of Port Townsend Industrial Development Corporation. The Corporation has agreed to assist the Port Townsend Paper Corporation in financing the acquisition and installation of pollution abatement facilities at the pulp and paper mill in Port Townsend, Washington. State law (RCW 39.84) requires that the local government which has planning jurisdiction over the facilities to be in- stalled approve the issuance of the revenue bonds. It is our understanding that Jefferson County is the local government which has such planning jurisdiction in this instance. Jefferson County previously gave its approval to the issuance of revenue bonds by the Port of Port Townsend on behalf of the Port Townsend Paper Corporation in December of 1983. The same request is being made at this time. We are enclosing for your review, and adoption if approved, the form of a resolution which approves the issuance of revenue bonds by the Port of Port Townsend Industrial Development Corp- oration for the Port Townsend Paper Corporation. The resolution of the Industrial Development Corporation and an Agreement to Issue Bonds were both approved at a meeting of the Industrial Development Corporation on December 2, 1985. ""II " ')I~ '1 Ai · J_ O· (p¥ ,- \.,!,¡ 3906 . . . . Jerdine Bragg December 3, 1985 Page two The Agreement to Issue Bonds was executed on that night. A Bond Resolution will be presented for adoption by the Port of Port Townsend Industrial Development Corpo~ation at its regularly scheduled meeting on December 16. We would appreciate it if you would place this matter on the agenda for approval by the County Commissioners at their regularly scheduled meeting. If you have any questions, please let me know. LMC:jlr Encls. cc: Edward P. Swain John Raymond Juan Del Valle Very truly yours, PRESTON, THORGRIMSON, ~"LL, &HOL~!, " lu. I By '~ ~ n· I Larry M. Céj.rter 11 on 3907 AGREEMENT TO ISSUE BONDS THIS AGREEMENT is made as of December 2, 1985, between Industrial Development Corporation of Port of Port Townsend, Washington, a public corporation and an authority and instru- mentality (within the meaning of those terms in the regulations of the United States Treasury and the rulings of the Internal Revenue Service prescribed pursuant to Section 103 of the Internal Revenue Code of 1954, as amended) acting on behalf of Port Townsend, Washington pursuant to Laws of 1981, Chapter 300, together with any subsequent laws authorizing the issuance of revenue bonds for the purposes described below (the "Act"), together with any successor to its duties and functions (the "Issuer"), and Port Townsend Paper Corporation Co., a Washington corporation, auth- orized to do business in the State of Washington, together with any successor or assign to its rights and duties hereunder (the "Company"), for the purpose of carrying out the public purposes set forth in the Act. WIT N E SSE T H : WHEREAS, the Issuer is authorized by the Act to finance industrial development facilities, as set forth in the Act and to issue its revenue bonds for the purpose of financing the cost thereof, including real property and equipment required for the industrial development facilities, and related costs; and WHEREAS, the Issuer has determined that the construction and acquisi tion of industrial development facilities by the Company :1:1. ,,'003908 within the boundaries of the Issuer (such industrial development facilities being the acquisition and installation of an electro- static precipitor at the Company's existing mill in Port Townsend, Washington attached hereto and herein called the "Project"), will facilitate economic development and employment opportunities and will be consistent with the public purposes set forth in the Act; and WHEREAS, the Issuer and the Company desire to cooperate in the financing of the Project and to have the costs of the Project financed from the proceeds of revenue bonds of the Issuer (herein called the "Bonds") to be issued pursuant to the Act in an aggre- gate principal amount not to exceed $3,000,000; and WHEREAS, it will be necessary for the Issuer to appoint bond counsel to assist in issuing the Bonds and to render an opinion; and WHEREAS, the Issuer and the Company contemplate that the Project will be acquired and installed by the Company, financed through a loan from the I ssuer to the Company, and that the payments to the I ssuer on such loan together with other monies available shall be sufficient to pay debt service on the Bonds and all related costs; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration and of the mutual benefits, covenants and agreements herein expressed, the I ssuer and the Company agree as follows: -2- LMC487 85/11/27 \,.~~ 1~ J_ ~ +' on" 39419 1. Acquisition. The Company will be solely responsible for the acquisition, construction and installation of the Project, and the Company will provide, or cause to be provided, any necessary interim financing to permit the acquisition and construction of the Project to commence and continue expeditiously pending the issuance of interim and/or permanent Bonds. 2. Loan to Company. The Company shall enter into a loan agreement or agreements (herein called the "Loan Agreement") with the Issuer for the loan to the Company of the proceeds of the Bonds then issued, and under which the Company will agree to make payments sufficient to pay the principal of, premium, if any, and interest on the Bonds. 3. Sale of Bonds, Security. The Issuer will use its best efforts to issue, sell and deliver, pursuant to the terms of the Act, the Bonds for the purpose of financing the costs of the Project, in each case only upon receipt of the written designation by the Company of the purchaser(s) or underwriter(s) thereof, such Bonds to be in the principal amount, to mature in such amount and times, to bear interest at such rate or rates and to be payable on such dates and to have such optional and mandatory redemption features and prices as are determined by the Board of Directors of the Issuer or any successor governing body (the "Board of Direc- tors") and approved in writing by the Company. It is understood by the parties hereto that reference above to "best efforts to ... sell" does not obligate the Issuer to participate in any way in the marketing of the Bonds. The I ssuer further agrees that it -3- LMC487 85/11/27 ",f"" _ ~ c.-:!_ l' ~ .L '¡ ,', I do 3~~10 will use its best efforts to enter into the Loan Agreement and, if required, an agreement (or assignment and/or indenture of trust) with a bank or trust company, qualified to exercise trust powers where necessary, for the purpose of providing periodic payments sufficient, with other amounts available, to pay the principal of, premium, if any, and interest on the Bonds as they become due and pledging or otherwise securing the payment of such periodic payments for the benefit of the holder (s) of the Bonds. The principal of, premium, if any, and interest on the Bonds issued by the Issuer shall be secured by a pledge of unexpended bond pro- ceeds and the revenues and receipts received by the I ssuer from the Project funded by the Bonds. Pursuant to the Loan Agreement, the Company shall agree to make payments to provide sufficient revenues to pay (1) the principal of, premium, if any, and the interest on the revenue bonds proposed to be issued to finance the Project; (2) subject to the approval of the Company, the amount necessary to be paid each year into any reserve funds which the Issuer considers advisable to establish in connection with the retirement of the proposed bonds and the maintenance of the Project; and (3) unless the terms of the Loan Agreement provide that the Company shall maintain the Project and carryall proper insurance with respect thereto, the estimate cost of maintaining the Project in good repair and keeping it properly insured. The Issuer will cooperate to its fullest extent in consummating the transactions so contemplated and in attempting to realize the -4- LMC487 85/11/27 . t' 1-' - J. . ,;;' .." ~ 00, 3911 desire of the parties hereto that interest on all Bonds be exempt from federal income taxation. 4. Bonds to be Special Obligations. The Issuer shall have no financial responsibility with respect to the Project, the Bonds or the costs associated with either, and the Bonds shall be limi ted obligations of the I ssuer and shall never constitute a general obligation, indebtedness or pledge of the credit of the Issuer with the meaning of any constitutional or statutory limita- tion and shall not constitute or give rise to a charge against the general creditor taxing power of the Issuer or any pecuniary liabili ty of the Issuer. The Bonds shall be payable solely from either the revenues derived as a result of the Project funded by the revenue bonds, including, without limitation, amounts received under the terms of any financing document or by reason of any addi tional security furnished by the Company in connection with the financing of the proj ect, and/or money and other property recei ved from private sources. Each Bond shall contain a state- ment to the following effect: Neither the State, Port of Port Townsend, nor any other municipal corporation, quasi- municipal corporation, subdivision, or agency of the State is obligated to pay the principal of, premium, if any, or the interest on this Bond; no tax funds or governmental revenue may be used to pay the principal of, premium, if any, or the interest on this Bond; and neither any or all of the faith and credit nor the taxing power of the State, Port of Port Townsend, the Issuer, or any other municipal corporation, quasi-municipal corporation, subdivision, or agency thereof is pledged to the payment of the principal of, premium, if any, or the interest on this Bond. -5- LMC487 85/11/27 1 Ai ,-j~ '!" Oft 3912 5. Conditions of Issuance. The Bonds shall be issued at one time or from time to time in such aggregate principal amount as the Company shall request in writing; provided that it shall be a condition to the issuance of the Bonds that (a) the Issuer and the Company shall have first agreed to mutually acceptable terms for the Bonds and of the sale and deli very thereof and mutually acceptable terms and conditions of the Loan Agreement, (b) all requisite governmental approvals, including those required by the Act, shall have first been obtained, and (c) the Issuer be in receipt of an opinion or opinions from underwriter's counselor bond counsel to the effect that representations and findings that the Issuer is required by law to make can properly be made with respect to the Project. It is further agreed that the proceeds of the Bonds shall not be invested to as to constitute any of the Bonds as arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and applicable regulations promulgated pursuant thereto. 6. Use of Proceeds. The proceeds of the Bonds of such issue shall be used solely for the making of a loan in the amount of all or part of the project costs, as defined in Section 7 below, and shall be disbursed in such manner and under such restrictions, if any, provided in the resolution authorizing the issuance of the Bonds or in the trust indenture securing the Bonds. I f the proceeds of the Bonds exceed the cost of the Project, the surplus shall be deposited to the credit of the debt -6- LMC487 85/11/27 \I!"\I n:l~ Ij Of¡t 3913 service fund for the Bonds or used to purchase Bonds in the open market. 7. Costs to be Financed. The costs of the Project may include those costs enumerated in the Act as IIproj ect costs. II 8. Fees and Expenses of Issuer. The Company shall reim- burse the Issuer upon receipt of an invoice from the Issuer for all reasonable direct and indirect expenses incurred in connection Wi th this Agreement or in issuing the Bonds, including but not limi ted to: (a) $1,000 in the form of a non-refundable applica- tion fee; (b) Issuer's counsel's reasonable fees and expenses; (c) reasonable staff time and travel expenses, if required; and (d) all other reasonable fees or expenses incurred. Such expenses and fees shall be payable whether or not the Bonds are issued. Upon issuance of the Bonds, the Company shall pay the Issuer an administration fee consisting of the issuance fee and the annual service fee calculated in accordance with the terms of the appli- cation furnished to the Company. 9. Bond Counsel. The Company and the Issuer agree that the Issuer will appoint Preston, Thorgrimson, Ellis & Holman, as bond counsel in connection with the issuance of the Bonds. Bond counsel's fee and out-of-pocket costs will be paid from proceeds of the Bonds in an amount to be agreed upon between the Company and bond counsel, and such fee shall be the sole responsibility of the Company. 10. Termination. The Company may unilaterally terminate this Agreement without liability to the Issuer except for amounts -7- LMC487 85/11/27 l/J J ; f,:; 00 3914 due and owing by the Company to the Issuer arising out of transac- tions occurring on or before the time of such termination, which shall promptly be paid by the Company to the I ssuer by giving notice by certified or registered mail, postage prepaid, to the Issuer specifying therein the date of termination which may be the date of notice. 11. Issuer Protection. The Company will at all times indemnify and hold harmless the Issuer and its Board of Directors, officers, agents and representatives, from and against any and all losses, costs, charges, expenses, judgments, and liabilities (including reasonable attorneys' fees) of whatsoever nature incurred by it or them while it or they are acting in good faith to carry out the transactions contemplated by thi s Agreement or any related instrument or document, and the Loan Agreement shall contain indemnification provisions acceptable to both parties, it being agreed that the Issuer, its directors, officers, agents and representatives, in absence of fault, shall not be liable for any money or expenditures for which it or they are not otherwise reimbursed, in addition to the administrative fee in paragraph 8, any such indemnification shall survive issuance of the Bonds and continue during the life of the Bonds, and as provided in the Loan Agreement. 12. Purpose and Effect. The Bonds are to be issued, sold and delivered under authority of the Act and all related actions and documents shall be in conformity therewith. The Issuer intends this Agreement to Issue Bonds to be its official binding -8- LMC487 85/11/27 "1. -i1.> On,'· 3915 , ;~~r ' commitment, pursuant to the terms hereof, to use its best efforts to issue the Bonds up to $3,000,000 aggregate principal amount. The Issuer considers this Agreement to be an official action of the Issuer, action by and through the Board of Directors, toward the issuance of the Bonds in accordance with the purpose of the Act and Section 1.103-8(a)(5)(iii) of the Federal Income Tax INDUSTRIAL DEVELOPMENT CORPORATION OF PORT OF PORT TOWNSEND, WASHINGTON Attest: By PORT TOWNSEND PAPER CORPORATION By President VOL 11. -9- LMC487 85/11/27 On " 3916 / .' RESOLUTION NO. 85-2-IDC A RESOLUTION of the Board of Directors of The Indus- trial Development Corporation of Port of Port Townsend taking official action with respect to the issuance of its nonrecourse revenue bonds in the amount of not to exceed $3,000,000 to provide funds to finance the acquisition and installation of pollution control facilities for Port Townsend Paper Corporation. WHEREAS, pursuant to Chapter 300, Laws of Washington 1981, codified as Chapter 39.84 RCW, as amended, (the "Act"), Resolution No. 5-82, adopted on May 3, 1982, (the "Resolution") of the Port of Port Townsend (the "Port") and the Charter of The Industrial Development Corporation of Port of Port Townsend (the "Development Corporation"), the Development Corporation is authorized to issue its nonrecourse revenue bonds to finance industrial development facilities (as defined in the Act) under the conditions and limitations set forth in the Act; and WHEREAS, Port Townsend Paper Corporation, a Washington corporation (the "Company"), intends to acquire and install pollution control facilities, i. e., an electrostatic precipi tor for use at its existing pulp and paper mill in Port Townsend, Washington (referred to as the "Project") within the boundaries of the Port, which Project constitutes an industrial development facility under the Act; and WHEREAS, the Board of Directors of the Development Corpora- tion deems it advisable for the Development Corporation (i) to issue its nonrecourse revenue bonds (the "Bonds") for the purpose , " 1 ~ ,~_ .t on , 3917 I A " of financing the Project and (ii) to enter into contracts and agreements with the Company whereunder the Company will provide money sufficient to pay the principal of, premium, if any, and interest on such Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE INDUSTRIAL DEVELOPMENT CORPORATION OF PORT OF PORT TOWNSEND, as follows: Section 1. It is hereby determined that (a) the acquisition and installation of the Project and its operation as an industrial development facility; (b) the issuance of up to $3,000,000 prin- cipal amount of the Bonds of the Development Corporation to finance a portion of the costs of the Project and (c) the execu- tion and delivery of such contracts and agreements with the Company as are necessary to provide for the payment by the Company of amounts sufficient to pay the principal of, premium, if any, and interest on the Bonds, together with certain costs of the Development Corporation, will all be in furtherance of the Act, the Resolution and the Charter of the Development Corporation. Section 2. The Development Corporation presently intends to authorize the issuance and sale of the Bonds pursuant to the provisions of the Act when and if requested to do so by the Company and hereby expresses its present approval of such issuance and sale. This resolution is not intended to legally bind the Development Corporation to authorize, issue or sell the Bonds. Section 3. The authorization, issuance and sale of the Bonds by the Development Corporation contained herein are subject to the following conditions: -2- LMC488 85/11/27 1t on 3918 " (a) The Bonds shall be payable solely from money received from and security provided by the Company; (b) The Company shall enter into such contracts and agreements with the Development Corporation as shall be necessary to secure payment of the principal of, premium, if any, and interest on the bonds as and when the same shall become due and payable; (c) On or before two (2) years from date hereof (or such later date as shall be mutually satisfactory to the Develop- ment Corporation and the Company) the Development Corporation and the Company shall have agreed to mutually acceptable terms and condi tions of the contracts and agreements referred to in Para- graph (b) of this section; ( d) The Pro j ect is determined to be consi stent wi th policies and objectives of the Port of Port Townsend; (e) The Development Corporation shall have received a preliminary opinion of the Development Corporation's Bond Counsel that the Bonds may be issued as tax-exempt obligations pursuant to the provisions of the Internal Revenue Code of 1954, as amended, and applicable regulations thereunder. Section 4. The proper officials of the Development Corpora- tion are hereby authorized to take such further action as is necessary to carry out the intent and purposes hereof and to issue the Bonds upon the terms and conditions and for the purposes stated herein and in compliance with applicable provisions of law. -3- LMC488 85/11/27 I \,,,,\t \ ')1._ '1'~ . J. on 391.9 Section 5. It is intended that, as to the Project to be financed from the proceeds of the Bonds, this resolution shall constitute an official action of the Development Corporation, including, without limitation, the "other similar official action" referred to in Paragraph 1.103-8(a)(5)(ii) and (iii) of the federal Income Tax Regulations. ADOPTED by the Board of Directors of The Industrial Develop- ment Corporation of Port of Port Townsend this 2nd day of December , 1985. THE INDUSTRIAL DEVELOPMENT CORPORATION OF PORT OF PORT TO SEND SEAL) -4- LMC488 85/11/27 I \f1t ~' I.) 1,_ 11 ... r ~ ,-. on 3920