Res 10-584RESOLUTION NO. 10-584
A RESOLUTION of the City Council of the City of Federal Way,
Washington, approving the action of the State of Washington Economic
Development Finance Authority and the Issuance of non-recourse
revenue bonds to finance and economic development facility for Tacoma
Goodwill Industries ("the Company"), and providing for other matters
property relating thereto.
WHEREAS, on December 11, 2009, the Washington Economic Development Finance
Authority ("WEDFA") had presente,d to it Resolution No. W-2009-17 (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 Company for the purpose of, among other
things, refinancing existing debt used to fund the Company's facilities described in Exhibit B located
in Federal Way, WA (collectively, 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 December 1 l, 2009, WEDFA unanimously approved the Resolution; and
WHEREAS, it is the policy of the Washington Economic Development Finance Authority
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 Project lies within the boundaries of the City of Federal Way, King County,
Washington;
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY,
RESOLVES AS FOLLOWS:
Section l. The Federal Way City Council (the "Council"), pursuant to the request of the
Washington Economic Development Finance Authority, does hereby approve the issuance of non-
Resolution No. 10-584 Page 1 of 9
recourse revenue bonds (the "Bonds") by the Washington Economic Development Finance
Authority, for the purposes provided in the Act.
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 refinancing the
Proj ect.
Section 3. The Bonds shall not constitute an obligation of the State of Washington or of the
City of Federal Way, and no ta�c funds or revenues of the State of Washington or of the City of
Federal Way 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 Federal Way shall be pledged to
pay the principal or interest on the Bonds.
Section 4. The City of Federal Way hereby approves the issuance of Bonds by WEDFA for
the purpose of financing the Proj ect as described herein, a qualified project under the Act. However,
such approval shall not waive any of the permitting requirements applicable to this project.
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. Severabilitv. If any section, sentence, clause or phrase of this resolution should be
held to be invalid or unconstitutional by a court of competent jurisdiction, such invalidity or
unconstitutionality shall not affect the validity or constitutionality of any other section, sentence,
clause or phrase of this resolution.
Section 7. Corrections. The City Clerk and the codifiers of this resolution are authorized to
make necessary corrections to this resolution including, but not limited to, the correction of
Resolution No. 10-584 � Page 2 of 9
scrivener/clerical errors, references, resolution numbering, section/subsection numbers and any
references thereto.
Section 8. Ratification. Any act consistent with the authority and prior to the effective date
of this resolution is hereby ratified and affirmed.
Section 9. Effective Date. This resolution shall be effective immediately upon passage by
the Federal Way City Council.
RESOLVED BY THE CITY COUNCIL OF THE CITY OF FEDERAL WAY,
WASHINGTON this 4 day of May, 2010.
CITY OF FEDERAL WAY
�� � ��
M OR, LINDA KO HMAR
ATTEST:
CITY CLERK, CARO MCNEI , CMC
APPROVED AS TO FORM:
�• /��
CITY ATTORNEY, PATRICIA A. RICHARDSON
FII,ED WITH THE CITY CLERK: 4/27/2010
PASSED BY THE CITY COLJNCIL: 5/4/2010
RESOLUTION NO.: 10-584
Resolution No. 10-584 Page 3 of 9
EXHIBIT A
RESOLUTION NO. W-2009-17
A RESOLUTION OF THE WASHINGTON ECONOMIC DEVELOPMENT
FINANCE AUTHORITY TAHING OFFICIAI. ACTION TOWARD THE
ISSUANCE OF NONRECOURSE ECONOMIC DEVELOPMENT REVENUE
BONDS IN ONE OR MORE SERIES IN A Mt1XIMUM AMOUNT NOT TO
EXCEED $38,000,000 AND AUTHORIZING THE EXECUTION OF AN
INDEMNYFICATION AND COMPENSATION AGREEMENT BY AND
BETWEEN THE WASHINGTON ECUNOMIC DEVELOPMENT FINANCE
AUTHORITY AND TACOMA GOODWII,L INDUSTWES OR ITS AFF.[LIATES,
SUCCESSORS OR ASSIGNS (the "Company").
W�IEREAS, ttie Washington Economic Devetopment Finance Authority {the
"Issuer") is a duiy organized and existing instrumentality of the State of Washington
authorized and empowered by the provisions of RCW Chapter 43.I63 (collectively, the
"Act") to issue nonrecourse economic development revenue bonds far the purpose of
• catrying into effect the constrvction of improvements and the acquisition of personal
'properties and provide working capital suitable for use by any industry, a.nd 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 refinance
existing debt for the facilities identified in Exhibit A attached hereto and incorporaled
herein (the "Site"), a11 of which are located within the territorial limits of the State of
Washington, and the Company has requested the Issuer to issue non-recourse revenue.
bonds (the "Bonds") in a maximum amount not to exceed THIItTY EIGHT MII,LION
dollars ($38,OOd,000) pursuant to tiie Act to refinance the acquisition, consbruction,
equipping, and improving of real and personal property and provision of working capital
at the Site to be used in the job training and related missions of the Company (the
"Project"), and to loan the proceeds of the Bonds to pay the costs of such refinancing; and
WHEREAS, a form of agreement designated as an "Indemnification and
Compensation Agreement" has been prepared setting forth the respective agreements aud
undertaking of the Issuer and the Company with respect to the Bonds and the Project; and
WHEREAS, it is cox�.sidered necessary and desirable for the best interest of the
Issuer that the Indemnification and Compensation Agreement be executed for and on the
behaif of the Issuer; and
WHLREAS, 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
Resotution No. W-2009-17 Page 1 of 6 December 11, 2009
Resolution No. 10-584 . Page 4 of 9
(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 sllocation of the State ceiling on
: private activity bonds imposect 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 shalt be issued as
tax-exempt obligations, and shall have allocated such amount to the Bonds;
( fl the Issuer shall have received evidence that the county, city, ar town within
whose planning jurisdiction the Project lies has approved the Project and the Bonds or
such other evidence satisfactory to the•Tssner 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 counsei 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 of�cials of the Issuer are hereby authorized to take such <
�. further action as is necessary to carry out th� intent and purposes hereof under the terms
. < and condirions stated herein and in compliance with the applicable provisions of law.
.� .
� Secrion 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 Inderm�ification and Compensation Agreement by aad
between the Issuer and the Company be, and the same is hereby, approved and authorized
and the Chair of the Issuer is hereby auihorized 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 TI� ISSUER HEREUNDER SHALL NOT BE
DEEMED TO BE A DEBT, LIABILITY, OBLIGATION, OR PLEDGE OF THE FAITH
AND CREDTf OF THE STATE OF WASHINGTON, OF ANY MUNICIPALITY, OR
OF ANY MUNLCIPAL CORPORATION, QUASI MUNiCIPAL CORPORATION,
SUBDIVISION, OR AGENCY OF THE STATE OF WASHINGTON, OR TO PLEDGE
ANY OR ALL OF THE FAITH AND CREDTT OF ANY OF THESE ENTTTIES.
NETTHER THE STATE OF WASHINGTON, THE ISSUER, ANY MUNICIpAI,ITy,
OR ANY OTHER MUNiCTPAL CORPORATION, QUASI MCJI�TICIPAL
CORPORATION, SUBDMSION, OR AGENCY OF TFiE STATE OF WASHINGTON
Resolution No. W-2009-17 Page 3 of 6 December 11, 20Q9
Resolution No. 10-584 Page S of 9
. IS OBLIGATED TO PAY THE PRINCIPAL OR THE INTEREST T�IEREON. NO
TAX FUNDS OR GOVERNN]rENTAL REVENLJg Mpy gE USED TO PAY TI3E
PRINCIPAL OR INTEREST THEREON. NEITHER ANY OR ALL QF THE FA1TI�
AND CREDTT NOR THE TAXII�TG POWER OF THE STATE OF WASHII�TGTON,
THE ISSLTER, IF ANY, OR ANY MUNiCTPAL CORPORATION, QUASI
MU1vICIPAL CORPORATION, SUBDNTSION, OR AGENCY TI�REOF IS
PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR OF THE TNTEREST ON
TI� BONDS.
Section 8. This Resolution shall be eff�tive after its adoption.
ADOPTED by the Washington Economic Development Finance Authority this
21th day of December, 2009.
WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY
; By:
chair .
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Resolution No. 10-584 Page 6 of 9
EXFIIBIT A
DESCRIPTION OF PROJECT AND SITE
a
'I'he Company plans to usc the bond proceeds for refinancing interim 5nancing provided
for the acquisition, construction, equipping, and ixnproving of the facilities located at the
following addresses (the ("ProjecY
1. 714 S. 27`� Sfieet, Tacoma, WA 98409;
2. 4$OS Point Fosdick Dr NW, Gig Harbor, WA 98335;
3. 32521 Pacific Hwy South, Federai Way, WA 98003;
4. 3121 South 38�' Stireet, Tacoma, WA 98409;
' S. 14918 Pacific Avenue S., Tacoma, WA 98444;
6. 603 South Lincoln $treet, Pt. AngeIes, WA 98362;
7. 4Qa W Washingtom Avenue, Ellensburg, WA 98926; t
8. 25814 102 Place SE, Kent, WA 98030;
9. 602 Howard Street, Pt. Townsend, WA 98368;
10. 12915 Meridian Ave E, Puyallup, WA 98373;
11. 3110 South Cedar Street, Tacoma, WA 98409;
I2. 519 Harrison Avenue, Centralia, WA 98531;
13. 27077 MV Black Diamond Rd SE, Maple Valley, WA 98038;
14. 1145 Galaxy Dr. NE, Lacey, WA 98516; and
15. 4800 Yelm Hwy SE, Lacey, WA 98503.
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Resolution No. 10-584 Page 7 of 9
CERTIFICATE
I, the nndersigned, Secretary of the Washington Economic Developmeat Finance
Authority (herein called the "Issuer"), DO HEREBY CERTIFY:
1. That the attach� Resotution No. W-2009-17 (herein called the "Resolution") is a true
and correct copy of a resolution of the Issuer as finaliy adopted at a regulaz meeting of the
Board of Directors of #he Issuer held on the l Iih day of December, 2009, and duly
recorded in rny office.
2. That said meeting was duly convened and held in all aspects in accordance with law,
and, to the extent zequired by law and the by-Iaws of the Issuer, due and proper notice of
such meeting was given; that a iegal quorum was present throughout the meeting and a
legaily sufficient number of inembers 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, cazried out, and otheiwise observed; and that I am authorized to execute
this certificate.
IN WITNESS THEREOF, I have hereunto set my hand this I lth day of Decembec, 2009.
t f.
SBCfBt� `
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L �__._ i: C
Resolution No. 10-584 Page 8 of 9
(Project Locations within Federal Way City Limits)
32521 Pacific Hwy South, Federal Way, WA 98003
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