Loading...
HomeMy WebLinkAboutResolution 89-036-CC (002)RESOLUTION NO. 9J -_J6- C6, A RESOLUTION OF GRANT COUNTY 4 L APPROVING THE ACTION OF THE STATE OF WASHINGTON COMMUNITY ECONOMIC REVITALIZATION BOARD AND THE ISSUANCE OF NON-RECOURSE REVENUE BONDS TO FINANCE AN INDUSTRIAL DEVELOPMENT FACILITY FOR DEHY FOODS, INC., AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO. WHEREAS, on October 26, 1988, the Community Economic Revitalization Board ("CERB") had presented to it Resolution No. U-88-021 (the "Resolution"), a copy of which is attached hereto as Exhibit A, relating to the issuance of non-recourse revenue bonds wherein the proceeds of which would be loaned to the Compa- ny for the construction of improvements and acquisition of a manufacturing facility (the"Project"), all as authorized by the Local Economic Development Act of 1981, R.C.W. Title 39, Chapter 84, as amended (the "Act"); and WHEREAS, on October 26,1988, CERB unanimously approved the Resolution; and WHEREAS, the Act provides that no public corporation may 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, CERB will exercise the powers of a public corporation pursuant to RCW 39.84.200. WHEREAS, the Project lies within the boundaries of Grant County, Washington; and NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED AND ORDERED as follows: Section 1: T2m Grant County_r. ( 1) pursuant to Chapter 300, Laws of Washington, 1981 (Regular Ses- sion), R.C.W. Chapter 39.84, does hereby approve the issuance of non-recourse revenue bonds (the "Bonds") by the Community Econom- ic Revitalization Board, for the purposes provided in the Act. Section 2: The Bonds shall be issued in the aggregate principal sum of not to. exceed $4,800,000 pursuant to a Resolu- tion of CERB. The proceeds of the Bonds are to be lent to Dehy Foods, Inc., pursuant to a loan agreement or other appropriate financing agreement, and used for the purpose of paying the cost of the acquisition, construction and installation of manufactur- ing facilities, including necessary appurtenances, located within the boundaries of Grant County 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 Grant County, and no tax funds or revenues of the State of Washington or of Grant County, shall be used to pay the principal of or the interest on the Bonds. Neither the faith and credit nor any taxing power of the State of Washington or of Grant County, shall be pledged to pay the prin- cipal of or interest on the Bonds. Section 4: Grant County hereby approves the issuance of the Bonds by CERB for the purpose of financing 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 RCW 39.84.060. Section 6: Upon passage and approval of this Resolution, it shall take effect immediately. DATED this - 1/0 , day of r� , 1989. AYES: 3 NOES: 9 ABSENT: ABSTAINING: Ste' Chairperson ATTEST: Approved as to form only: LINDSAY, HART, NEIL, & WEIGLER, Bond Counsel By: CLERK'S CERTIFICATE I, PF"Grw CIRT(Ir. , Clerk to Grant County, Wash- ington, hereby certify that the foregoing is a full, true, and correct copy of a Resolution duly adopted at a regular meeting of Grant County, duly held at the regular meeting place thereof on the int -1, day of �T„ i , 1989, of which meeting all of the members of said Grant County had due notice, including compliance with the Open Public Meetings Act, Chapter 42.30 RCW, and at which a majority therewith were present; and that at said meet- ing, said Resolution was adopted. I further certify that I have carefully compared the foregoing with the original minutes of said meeting on file and of record in my office; that said Resolution is a full, true, and. correct copy of the original Resolution adopted at said meeting and entered in said minutes; and that said Resolution had not been amended, modified, or rescinded since the date of its adoption, and is now in full force and effect. WITNESS my hand and the seal of Grant County,this day of , 1989. r k 44 Clerk to/V" [SEAL)C,uy V WASHINGTON STATE COMMUNITY ECONOMIC REVITALIZATION BOARD (CER2) APPLICATION FOR UMBRELLA IOND PROGRAM Application "_L1 Oz (to be completed by CERB) •xxxx*xxxxxxx*xxxxx�xxSECTION A. COMPANY INFORMATION xxxxtxxxxx+xxrxtx*xxxx _. Legal ?game and Address of Applicant (this address will be used it the program documents for the purpose of giving notice to the borrower): DENY FOODS, INC. Name N. Frontage Road _1390 Street Address Lake Washington 98837 Grant. _doses City State Zip Code County Dale P. Walker Owner 509-765-3899 Contact Person Title Telephone Number 2. Type of Business: Vegetable Dehydration 3. SIC Code:�4_ (if known) 4. Form of Organization of Borrower(s): a, individual proprietorship b. partnership: general. limited c. Y corporation: X private public Sta-e of incorporation: Date: d. other: 5. Is the company wholly or partly owned by arty other busines:>? X '10 Yes (explain) —Ra.,n,ci',6ai74 6, Name o= primary commercial bank: {, APPLICATION FOR CERB UMBRELLA BOND PROGRAM SECTION S. PROJECT INFORMATION ********************** 7. PROJECT DESCR=PTION: Briefly describe all elements of the proposed project, including land acquisition, building construction, acquisition and/or renovation, equipment purchases and installation, etc.; sive the estimated proiect time frame (project commencement and completion dates). If the appli- cant will occupy less thar, 1004 of the building, provide information regarding the tenant(s). Include tenant name, type and amount of space to be leased. Describe what the facility is to be used for and by whom. Project involves the purchase of a closed potato granule plant at doses Lake, Washington. The project includes the conversion of the plant to vegetable dehydration and the expansion of the building to accommodate the equipment. Project should commence in December. 1988 and begin processing in August 1989. The project will use 1001 of the building. P. PROJECT SCHEDULE: Briefly indicate the proposed schedule for the project. Include your best estimate of when loan proceeds would be required. Indicate also the latest and earliest dates, if any, loan proceeds would be needed. The schedule for the project is December. 1, 1988 through August 1, 1989, this being the construction phase. The processing will begin August 1989. Proceeds will be Needed in December 1988 or January 1989. 9. EMPLOYMENT INFORMATION: APPROXIMATE TIMING OF JOBS: (Please indicate the number of jobs created or impacted by this pro- ject and the estimated start date of the bulk of the jobs in each cat- egory). New Permanent .:obs......... 62 Retained „obs ............... 0 Transfer Jobs .............. 0 Construction -related Jobs... 22 Secondary/spin-off Jobs*... 20 August 1.989 December 1988 - August 1989 February 1989 *Please explain secondary jobs: Jobs created by the production of the onions in the ale 6-PPLICATION FOR CERB UMBRELLA BOND PROGRAM , ****************SECTION B. PROJECT INFORMATION (continued)***************** 10. Street Address or Description of Project Location: 1390 N. Frontage Rd., Moses Lake, WA / or 160 acres in Sec. 32 T-19 R-29 11. Describe the products) to be produced, manufactured or processed at the proposed facility: The main agricultural product will be dehydrated onions. 1 2 . Amount of proposed loan: $ - _/J 000c, COO 13. Anticipated Project Costs: Purchase of lanci . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S 480,000 Purchase of existinc facility . . . . . . . . . . . . . . . . . . . $ 820,000 Rehabilitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40,000 New construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 100,000 NEW ma c1h i n e r y equipment ....................... $ 3,037,646 USED machinery & equipment . . . . . . . . . . . . . . . . . . . . . . $ 85,000 Other.... !:Q'1AinU1)qY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 237,3s4 TOTAL PROJECT COSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ CAUTION: Funds spent prior to approval of application by CERB may not qualify for 'lax -exempt financing. No construction work or other acti- vity on the proposed umbrella bond project (including the signing of purchase agreements or other contracts) should be undertaken without consultation with CERB bond counsel (Lindsay, Hart, Neil & Welgler; phone (503) 226-1191. •a'PPLICATION FOR CERB UMBRELLA BOND PROGRAM *******************SECTION C. CERTIFICATION BY APPLICANT******************* Applicant hereby certifies that all information contained above is true to his/her best knowledge and belief and is submitted for the purpose of ac- cessing tax-exempt financing through the Washington State Community Economic Revitalization Board's Umbrella Bond Program. Applicant: By: Title: Date: Please return Form to: DEHY FOODS, INC. l (company) { Dale P. Walker (name) Owner 9-14-88 Program Administrator c/o Dept. of Trade & Econ. Dev. 101 General Administration Bldg. Olympia, WA 98504 (AX -13) For assistance, call: (206) 586-0434 or (206) 586-1667 COMMUNITY ECONOMIC REVITALIZATION BOARD Request for an Inducement Resolution Staff Evaluation and Recommendation October 26, 1988 General Project Information: Applicant............ Dehy Foods, Inc Line of Business..... Vegetable Dehydration Type of Project...... Purchase of an existing plant, purchase of equipment and expansion of facilities to accommodate equipment. Total Project Cost... $4,800,000 IRB Request.......... $4,800,000 Project Location..... Moses Lake, Grant County Job Impact........... Retention: Creation: 62 new permanent jobs by August, 1989. Dollar/Job Ratio.... $77,419 per new permanent job. OVERVIEW: Dehy Foods was formed as a closely held corporation in September 1988. The stock is currently held by Dale Walker of Moses Lake (500) and Marvin Doorman of California (500). Both owners are experienced in both management and vegetable dehydration. The company will produce dehydrated onions for bulk sales to various food producers. Currently the business projects gross sales of about $6mm in the first year. To date one buyer from California has committed to about $3mm. The company will employ 62 semi -skilled individuals for about $7.00 per hour January -November. Total staff is scheduled for hire at start-up in August 1989. Dehy Foods is currently investigating the potential of processing other vegetables. PROJECT ANALYSIS: CRITERION #1 Project Location The proposed project is to be located in Moses Lake which is in Grant County. Grant County has been designated an East/Distressed County. CRITERION #2 Job Creation/Retention The proposed facility would result in 62 new jobs by August, 1989. The dollar job ratio is $77,419. STAFF RECOMMENDATION: CERB staff recommends that the Board adopt inducement resolution number U-88-021, substantially in the form attached, in support of the Dehy Foods, Inc project to be located in Moses Lake, Washington. Staff further recommends that the Board require Dehy Foods to sign an agreement to comply with all relevant state, local and federal regulations. RESOLUTION NO. U-88-021 RESOLUTION OF THE COMMUNITY ECONOMIC REVITALIZATION BOARD TAKING OFFICIAL ACTION TO THE ISSUANCE OF INDUSTRIAL DEVELOPMENT NONRECOURSE REVENUE BONDS IN ONE OR MORE SERIES IN A MAXIMUM AMOUNT NOT TO EXCEED $4,800,000 AND AUTHORIZING THE EXECUTION OF AN INDEMNIFICATION AND COMPENSATION AGREEMENT BY AND BETWEEN THE COMMUNITY ECONOMIC REVITALIZATION BOARD AND DEHY FOODS, INC. WHEREAS, the Community Economic Revitalization Board (the "Issuer") is a duly organized and existing instrumentality of the State of Washington authorized and empowered by the provisions of RCW Chapter 39.84 and RCW Chapter 43.160 (collectively, the "Act") to issue nonrecourse revenue bonds for the purpose of carrying into effect the construction of improvements and the acquisition of personal properties suitable for use by any industry, and to loan its moneys when necessary or convenient to carry out its powers under the Act; an WHEREAS, to induce the acquisition, construction, equipping and improving of the manufacturing and processing facilities to be located in Moses Lake, Washington, as more fully described in Exhibit A attached hereto and incorporated herein (the "Site"), all of which is located within the territorial limits of the State of Washington, the Issuer proposes to issue nonrecourse revenue bonds (the "Bonds") in a maximum amount not to exceed Four Million Eight Hundred Thousand Dollars ($4,800,000) pursuant to the Act to carry into effect the acquisition, construction, equipping and improving of real and personal property at the Site to be used in the manufacturing and processing 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, the loan of the proceeds of the sale of the industrial development bonds of the Issuer to the Company will permit the Company to acquire and install the Project and other related and subordinate facilities, thereby promoting the general health and welfare of the inhabitants within the territorial limits of the State of Washington, and the Company has requested satisfactory assurances from the Issuer. that the proceeds of the sale of the industrial development bonds of the Issuer will remain available to finance the Project; and WHEREAS, the Issuer deems it necessary and advisable that it take such action as may be required under the Act to authorize and issue one or more series of the Bonds to finance the cost of the Project in a maximum amount not to exceed Four Million Eight Hundred Thousand Dollars ($4,800,000); and Resolution .No. U-88-021 ; Page 1 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 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 or in connection with -the Project; and WHEREAS, the Issuer finds that the Project constitutes the development and improvement of industrial development facilities under the Act; and WHEREAS, it is intended that this resolution shall constitute "some other similar official action" for the issuance of said industrial development bonds within the meaning of Section 1.103-(8) (a) (5) of the federal Income Tax Regulations. NOW THEREFORE, be it resolved by the Community Economic Revitalization Board as follows: Section 1. It is hereby determined that (a) the acquisition, construction and installation of the Project and its operation as an industrial development facility; (b) the issuance of the bonds of the Issuer in one or more series and in a maximum principal amount of not to exceed $4,800,000, to finance costs of the Project, such total costs to be financed by the Bonds presently estimated to be approximately $4,800,000; 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 Issuer 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 approval of such issuance and sale. This resolution is not intended to legally bind 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 "Master Letter of Credit") by National Australia Bank Limited (the "Master Letter of Credit Bank"), which shall be used to pay and secure the Bonds; Retblution No. U-88-021 Page 2 (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 become due and payable, and shall cause a Participating Bank Letter of Credit to be issued in favor of the Master Letter of Credit Bank in an amount at least equal to the portion of the Master Letter of Credit securing the Bonds; (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 a preliminary opinion of bond counsel that, with certain customary exceptions, the Bonds may be issued as tax-exempt obligations pursuant to the provisions of the Internal Revenue Code of 1986; (e) 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 the Bonds, 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; (g) The Issuer and bond counsel shall have received written evidence satisfactory to them that the use of the proceeds of the Bonds to finance the acquisition of land or other real or personal property will not violate Income Tax Regulation Section 1.103-8(a) (5) (iv); and (h) 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 the Bonds. 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 and to issue the Bonds under the terms and conditions and for the purposes stated herein and in compliance with applicable provisions of law. Section 5. That in order to carry into effect the acquisition and installation of the Project within the territorial limits of the State of. Washington, with the resulting public benefits that will flow therefrom, 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 Revolution No. U 98-021 Page 3 Agreement by and between the Issuer and the Company be and the same is hereby approved and authorized and the Chairman of the Issuer is hereby authorized to execute the Indemnification and Compensation Agreement on behalf of the. Issuer. Section 7. Each Bond 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 OF OR THE INTEREST ON THE BONDS. Section 8. This Resolution shall be effective after its adoption. ADOPTED by the Community Economic Revitalization Board this 26th day of October, 1988. COMTCa Y E ON I .V ALIZATION BOARD By: irman Resolution No. U-88-021 Page 4 EXHIBIT A DESCRIPTION OF PROJECT AND SITE Proceeds from the proposed bond sale will be used to finance the acquisition of land, purchase 54,000 square foot facility and finance acquisition of equipment to be used in dehydration and processing of food products. The proposed project will be located 5 miles east of the City of Moses Lake at 1390 North Frontage Road, Moses Lake, Washington. Resolution No. TI -88-021 Page 5 CERTIFICATE I, the undersigned, Secretary of the Community Economic Revitalization Board (herein called the "Issuer"), DO HEREBY CERTIFY: 1. That the attached Resolution No. U-88-021 (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 Board of Directors of the Issuer held on the 26th day of October, 1988, and duly recorded in my office. 2. That said meeting was duly convened and held in all respects 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 Community Economic Revitalization Board 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 WHEREOF, I have hereunto set my hand and affixed the official seal of the Community Economic Revitalization Board this .. day of �r j��, 1988. ,.fail T11 WIN . /I cretary ------------ [ISSUER SEAL] Resoiution No. U-88-021 ..- 1001 FOURTH AVENUE PLAZA (SEAFIRST BLDO.), SUITE ..'3200 SEATTLE, WASHINGTON 98134 (206)629.4711 1225 LOTH STREET. N. W. SUITE 200 WASHINGTON, D. C. 20036 MOL) 3439.4460 LINDSAY, HART, NEIL &e WEIGLER LAWYERS SUITE 1800 222 S.W. COLUMBIA P0RTL_4LND, OREG0N 07201-0618 TELEPHONE MOM 228^1181 TELECOPIER (503) 226.0070 TELEX 404.7O32 April 24, 1989 Ms. Peggy Grigg Administrative Assistant Grant County Commissioners P. 0. Box 37 Ephrata, WA 98823 JEFFERSON PLACE 350 N. OTH, SUITE 400 130m,IDAHO 83702 120431 906.8644 345 CALIFORNIA STREET SUITE 8200 SAN FRANCISCO. CALIFORNIA 94104 (4151 884.58571 Re: State of Washington Community Economic Revitalization Board and the issuance of non-recourse revenue bonds to finance an industrial development facility for Dehy Foods, Inc. Dear Ms. Grigg: Enclosed please find the resolution that was sent to me requesting a signature "as to form only," per Gwen Allen's request. Please give me a call if you have any questions or comments. Very truly yours, L SY , HART, Douglas E. DEGsam051 enclosure(s) cc: Ms. Gwendolyn Allen & IGLER D7 --a APR 2 b 1989 BOARD OF COMMISSIONERS GRANT COUNTY, WASHINGTON STATE pA ` 8 JOHN C. ANDERSON y �? DIRECTOR eye ;8�, a°' /Ac STATE OF WASHINGTON IV DEPARTMENT OF TRADE & ECONOMIC DEVELOPMENT General Administration Building * Olympia, Washington 98504-0613 a (205) 753-5630 * (SCAN) 234-5630 April 3, 1989 Ms. Peggy Grigg Grant County Council P.O. Box 37 Ephrata, WA 98823 Dear Ms. Grigg: Attached for your information is the completed application, staff recommendation and copy of the inducement resolution passed for Dehy Foods, Inc. of Moses Lake. Also enclosed is a copy of the Planning Jurisdiction Approval (resolution) we wish the County Council to pass in behalf of CERB to issue bonds. We would like the Council to consider this approval at its meeting scheduled for April 10, 1989. We have contacted Dehy Foods, Inc., for their approval to be on your agenda. A representative from Dehy as well as myself will be present at the meeting. Please send a copy of your agenda, and let me know if you need additional information. Sincerely, Gwendolyn I. Allen Umbrella Bond Administrator �- r 1 �r9 0 BOARD OF COMMISSIONERS GRANT COUNTY, WASHINGTON