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HomeMy WebLinkAboutResolution 05-002 Issuance of Non-Recourse Revenue Bonds for Waste Management • CITY OF SPOKANE VALLEY . SPOKANE COUNTY,WASHINGTON RESOLUTION NO. 05-002 A RESOLUTION OF THE SPOKANE VALLEY 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 WASTE MANAGEMENT, INC. ("the COMPANY"), AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO. WHEREAS, on September 22, 2004, the Washington Economic Development Finance Authority ("WEDFA") had presented to it Resolution No. W-2004-009 (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 inter alia the purchase of land and construction of a building for a solid waste disposal facility to be located in the City of Spokane Valley at 11720 First Avenue East (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 September 22,2004, 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 Spokane Valley, Spokane County, Washington; NOW THEREFORE, IT IS HEREBY FOUND, DETERMINED AND ORDERED as follows: Section 1: The Spokane Valley City Council (the "Council"), pursuant to the request of the Washington Economic Development. Finance Authority, does hereby approve the issuance of non- resource revenue bonds(the"Bonds")by the Washington Economic Development Finance Authority, for the purposes provided in the Act. Section 2: The Bonds shall be issued in the aggregate principal sum of not to exceed $27,000,000 pursuant to a Resolution of WEDFA. 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 inter cilia constructing and equipping the Project, including the necessary appurtenances, located within the boundaries of the City of Spokane Valley 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 of Spokane Valley, and no tax funds or revenues of the State of Washington or of the City of Spokane Valley 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 Spokane Valley shall be pledged to pay the principal or interest on the Bonds. Section 4: The Spokane Valley City Council hereby approves the issuance of Bonds by WF.DFA for the purpose of financing the Project as described herein, a qualified project under the Act. However, such approval shall not waive any of the permitting requirements applicable to this project. Resolution 05-002 WEDFA Revenue Bonds Page 1 of 2 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: Upon passage and approval of this Resolution, it shall take effect immediately. Adopted this 8"day of February, 2005. AYES: Deputy Mayor Munson, and Councilmembers Schimmels,Taylor, Flanigan, Denenny, and DeVleming NOES: None ABSENT: Mayor Wilhite ABSTAINING:None City of Spokane Valley. OU� Diana Wilhite, Mayor AT ! T/ •�.. i / • ristine Bainbridge, City Clerk Resolution 05-002 WEDFA Revenue Bonds Page 2 of 2 • EXHIBIT A RESOLUTION NO. W-2004-009 A RESOLU'T'ION 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 $27,000,000 AND AUTHORIZING THE EXECUTION OF AN INDEMINIFICATION AND COMPENSATION AGREEMENT BY AND BETWEEN THE WASN.TNGTON ECONOMIC DEVELOPMENT FhNANCE AUTHORITY AND WASTE MANAGEMENT, INC. AND/OR ITS AFFILIATES AND SUBSIDIARIES(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 economic development activity, 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, construct, equip, and improve the solid waste disposal facilities to be located in various locations in the state of 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 TWENTY SEVEN MILLION dollars ($27,000,000) pursuant to the Act to carry into effect the acquisition, construction, equipping, and improving of real and personal property and provision of working capital at the Site to be used in the solid waste disposal 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, 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 Resolution No. W-2004-009 Page 1 of 7 September 22, 2004 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 $27,000,000, to finance costs of the Project, such total costs to be financed by the Bonds presently estimated to be approximately $27,000,000; 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. Subject to the conditions listed in Section 3 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 3. The authorization, issuance, and sale of the Bonds by the Issuer arc 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), 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-2004-009 Page 2 of 7 September 22, 2004 (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 judgement 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. 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 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 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 7. 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 DF.FMED 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 Resolution No. W-2004-009 Page 3 of 7 September 22, 2004 • 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 PI.FDGED TO THE PAYMENT OF THE PRINCIPAL OR OF THE INTEREST ON THE BONDS. Section 8. This Resolution shall be effective after its adoption. ADOPTED by the Washington Economic Development Finance Authority this 22nd day of September, 2004. WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY By: -, Chair Resolution No. W-2004-009 Page 4 of 7 September 22, 2004 EXHIBIT A • DESCRIPTION OF PROJECT AND SEE The'Projects will consist of: (1) $700,000 - Trucks and containers to be located at: Rural Skagit Sanitation, 15878 Peterson Road, Burlington, Skagit County, WA 98233-3634; (2) $2,255,000 - Landfill cell development & capping, leachate and methane gas systems, land purchase and building construction to be located at: Greater Wenatchee Regional Landfill, 1,91 Webb Place South, Wenatchee, Douglas County, WA 98802- 9384; (3) $8,625,000 - Trucks, containers, land purchase and building construction to be located at: WM Sound, 701 2nd Street NW, Auburn, King County, WA 98001-5255; (4) $480,000 - Landfill cell development & capping to be located at: Graham Road Landfill, 1820 Graham Road South, Medical Lake, Spokane Counry, WA 99022-9790; (5) $1,558,000 - Trucks, containers and building construction to he located at: WM of Ellensburg, 607 Railroad Avenue North, Ellensburg, Kittitas County, WA 98926-2766; (6) $2,481,000 - Primary equipment to be located at: Cascade Recycling Center, 6211 234th Street SE, Woodinville, Snohomish County, WA 98072-8658; (7) $1,150,000 - Trucks and containers to be located at: WM of Kennewick, 1611 Washington Street South, Kennewick, Benton County, WA 99337-4851; (8) $811,000 - Trucks, containers and primary equipment to be located at: WM of . Airway Heights, 11320 McFarlane Road West, Airway Heights, Spokane County, WA 99001-9763; • (9) $4,400,000 - Trucks and containers to be located at: WM Seattle, 5711 1st Avenue South, Seattle, King County, WA 98108-4202; (10) $1,135,000 - Trucks and containers to be located at WM of Wenatchee, 711 Wenatchee Avenue North #A, Wenatchee, Chelan County, WA 98801-2061; (11) $965,000 - Trucks and containers to be located at: WM Sno-King, 13225 126th Place NE, Kirkland, King County, WA 98034-2217; Resolution No. W-2004-009 Page 5 of 7 September 22, 2004 (12) $1,900,000 - Trucks, containers, primary equipment and land purchase to be located at: lArlvi of Spokane, 11720 1st Avenue East, Spokane Valley, Spokane County, WA 99206-5344. Resolution No. W-2004-009 Page 6 of 7 September 22, 2004 CERTIFICATE I, the undersigned, Secretary of the Washington Economic Development Finance Authority(herein called the "Issuer"),DO FIEREBY CERTIFY: I. That the attached Resolution No. W-2004-009 (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 22nd day of September, 2004, 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 22nd day of September, 2004. ecretary • Resolution No. W-2004-009 Page 7 of 7' September 22, 2004 w % TASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY 1000 Second Avenue, Suite 2700 • Seattle, WA 98104-1046 j (206) 587-5634 • FAX (206) 389-2819 E-Mail: wedfa@wslt fc.org January 19, 2005 Mr. David Mercier City Manager City of Spokane Valley 11707 E. Sprague Ave., Suite 106 Spokane Valley, WA 99206 Re: Washington Economic Development Finance Authority (WEDFA) - Tax- Exempt/Taxable Economic Development Revenue Bond Programs $27,000,000 Waste Management, Inc. Project • Dear Mr. Mercier: Waste Management, Inc. is planning to purchase land and construct a building to be used as part of a solid waste facility at 11720 First Avenue East in Spokane Valley. They intend to finance both this project and several others throughout the state through the issuance of WEDFA's tax- exempt nonrecourse economic development revenue bonds. Lee McCormick, Waste Management's Financial Advisor, would be happy to provide you with any further information that you might find helpful regarding the project. His telephone number is: (281) 361-4433. It is the policy of the WEDFA board only to issue bonds in support of projects which would be welcomed by the local community. As part of the issuance process, therefore, we would like the Spokane Valley City Council as the planning jurisdiction, to consider passage of a Planning Jurisdiction Approval resolution, in form substantially as attached, in behalf of the Washington Economic Development Finance Authority (WEDFA) to issue tax-exempt economic development revenue bonds. We wish to emphasize that the only purpose of this resolution is to approve Waste Management's use of WEDFA. financing for this project. It does not supplement or replace any portion of the normal permitting process. There is no liability against the City of Spokane Valley, the state, or any other political entity created by issuance of WEDFA's bonds. JOBS AND ECONOMIC DEVELOPMENT THROUGH REVENUE BOND FINANCING Mr. David Mercier City Manager City of Spokane Valley January 19, 2005 Page two We are planning to issue the bonds toward the end of March. It would greatly assist our timing if the Spokane Valley City Council could consider this approval at an early meeting. I would appreciate it if you could send me a copy of the approved resolution should the Council look on our request favorably. Please let me know how we can work together to facilitate this process. If you have any questions, please do not hesitate to give me a call. My telephone number is: (206) 587-5634. I look forward to working with you on this project. Sincerely yours, c24*---LQ. " V Jonathan A. Hayes Executive Director cc: L,. McCormick RESOLUTION NO. W-2004-009 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 $27,000,000 AND AUTHORIZING THE EXECUTION OF AN INDEMNIFICA`T`ION AND COMPENSATION AGREEMENT BY AND BETWEEN THE WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY AND WASTE MANAGEMENT, INC. AND/OR ITS AFFILIATES AND SUBSiDIARIES(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 43.1.63 (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 economic development activity, 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, construct, equip, and improve the solid waste disposal facilities to be located in various locations in the state of 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 TWENTY SEVEN IVITi.tJON dollars ($27,000,000) pursuant to the Act to carry into effect the acquisition, construction, equipping, and improving of real and personal property and provision of working capital at the Site to be used in the solid waste disposal 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, 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 Resolution No. W-2004-009 Page 1 of 7 September 22, 2004 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 I. 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 $27,000,000, to finance costs of the Project, such total costs to be financed by the Bonds presently estimated to be approximately $27,000,000; 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. Subject to the conditions listed in Section 3 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 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), 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-2004-009 Page 2 of 7 September 22, 2004 (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 judgement 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. 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 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 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 7. 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 Resolution No. W-2004-009 Page 3 of 7 September 22, 2004 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 8. This Resolution shall be effective after its adoption. ADOPTED by the Washington Economic Development Finance Authority this 22nd day of September, 2004. WASHINGTON ECONOMIC DEVELOPMENT FINANCE AUTHORITY By: Chair Resolution No. W-2004-009 Page 4 of 7 September 22, 2004 / • EXHIBIT A DESCRIPTION OF PROJECT AND SITE The Projects will consist of: (1) $700,000 - Trucks and containers to be located at: Rural Skagit Sanitation, 15878 Peterson Road, Burlington, Skagit County, WA 98233-3634; (2) $2,255,000 - Landfill cell development & capping, leachate and methane gas systems, land purchase and building construction to be located at: Greater Wenatchee Regional Landfill, 191 Webb Place South, Wenatchee, Douglas County, WA 98802- 9384; • (3) $8,625,000 - Trucks, containers, land purchase and building construction to be located at: WM Sound, 701 2nd Street NW, Auburn, King County, WA 98001-5255; (4) $480,000 - Landfill cell development & capping to be located at: Graham Road Landfill, 1820 Graham Road South, Medical Lake, Spokane County, WA 99022-9790; (5) $1,558,000 - Trucks, containers and building construction to be located at: WM of Ellensburg, 607 Railroad Avenue North, Ellensburg, Kittitas County, WA 98926-2766; (6) $2,481,000 - Primary equipment to be located at: Cascade Recycling Center, 6211 234th Street SE, Woodinville, Snohomish County, WA 98072-8658; (7) $1,150,000 - Trucks and containers to be located at: WM of Kennewick, 161.1 Washington Street South, Kennewick, Benton County, WA 99337-4851; (8) $81.1,000 - Trucks, containers and primary equipment to be located at: WM of Airway Heights, 11320 McFarlane Road West, Airway Heights, Spokane County, WA 99001-9763; (9) $4,400,000 - Trucks and containers to be located at: WM Seattle, 8111 1st Avenue South, Seattle, King County, \VA 98108-4202; (10) $1,135,000 - Trucks and containers to be located at WM of Wenatchee, 71.1 Wenatchee Avenue North #A, Wenatchee, Chelan County, WA 98801-2061; (1 1) $965,000 - Trucks and containers to be located at: WM Sno-King, 13225 126th Place NE, Kirkland, King County, WA 98034-2217; Resolution No. W-2004-009 Page 5 of 7 September 22, 2004 (12) $1,900,000 - Trucks, containers, primary equipment and land purchase to be located at: W11 of Spokane, 11720 1st Avenue East, Spokane Valley, Spokane County, WA 99206-5344. Resolution No. W-2004-009 Page 6 of 7 September 22, 2004 • • CER1'I FICATE I, the undersigned, Secretary of the Washington Economic Development Finance Authority (herein called the "Issuer"), DO HEREBY CERTIFY: 1. That the attached Resolution No. W-2004-009 (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 22nd day of September, 2004, 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 22nd day of September, 2004. ecretary Resolution No. W-2004-009 Page 7 of 7. September 22, 2004