Resolution 08-006 Approving Issuance of Revenue for Waste Management •
CITY OF SPOKANE VALLEY
SPOKANE COUNTY,WASHTNGTON
RESOLUTION NO. 08-006
A RESOLUTION OF THE CITY OF SPOKANE VALLEY, SPOKANE COUNTY, WASHINGTON
APPROVING THE ACTION OF THE STATE OF WASHINGTON ECONOMIC DEVELOPMENT
FINANCE AUTHORITY AND THE ISSUANCE OF NON-RESOURCE REVENUE BONDS TO
FINANCE AN ECONOMIC DEVELOPMENT FACILITY FOR WASTE MANAGEMENT, INC. (the
"COMPANY"), AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO.
WHEREAS, on January 29, 2008, the Washington Economic Development Finance Authority
("WEDFA") had presented to it, Resolution No. W-2008-02 (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 collection vehicles,
containers, and land within currently permitted acreage, 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 January 29, 2008, 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 I: 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 $30,000,000
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 alia,
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 Sate 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 WEDFA
for the purpose of financing the Project as described herein, a qualified project under the Act. However,
Resolution 08-006 Revenue Bonds,Waste Management, Inc. Page I of 2
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such approval shall not waive any of the permitting requirements applicable to this Project, nor in
any way modify the City of Spokane Valley's governmental authority with respect to the 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. Upon passage and approval of this Resolution, it shall take effective immediately.
Approved by the Spokane Valley City Council this 13a day of May, 2008.
Ayes: Mayor Munson, Deputy Mayor Denenny; Councilmembers Taylor, Gothmann, Dempsey, Wilhite
Nays: a/a
Absent: Councilmcrnber Schimmels
Abstaining: n/a
Spokane Valley Ci • oil
f $ /
By: '1'
Ric-and M on, Mayor
ATTEST: /7)4ag:'L.
(---hristine Bainbridge, City Clerk r_____ —
Approved as to form:
. `��r.c� /`
Office of t S- City Attorney
Resolution 08-006 Revenue Bonds, Waste Management,Inc. Page 2 of 2
EXHIBIT A
• RESOLUTION NO. W-2008-02
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 $45,000,000 AND AUTHORIZING THE EXECUTION OF AN
INDEMNIFICATION AND COMPENSATION AGREEMENT BY AND
BETWEEN THE WASHINGTON ECONOMIC DEVELOPMENT FINANCE
AUTHORITY AND WASTE MANAGEMENT, INC. OR ITS SUCCESSOR OR
ASSIGNS (the "Company").
WHEREAS, the Washington Economic Development Finance Authority (the
"Issuer") is a duly organized and existing instrumentality of the State of Washington
authorized and empowered by the provisions of RCW Chapter 43.1453 (collectively, the
"Act") to issue nonrecourse economic development revenue bonds for the purpose of
carrying into effect the construction of improvements and the acquisition of personal
properties and provide working capital suitable for use by any industry, and to loan its
moneys when necessary or convenient to carry out its powers under the Act; and
WHEREAS, the Company has informed the Issuer that it wishes to acquire,
construct, equip, and improve the solid waste disposal facilities located in various
locations throughout 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
FORTY FIVE MILLION dollars ($45,000,000) 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 fir and on the
behalf of the Issuer; and
Resolution No. W-2008-02 1
EXHLEIIT A
• 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
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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, he 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 In
exceed $45,000,000, to finance costs of the Project, such total costs to be financed by the
Bonds presently estimated to be approximately $45.000,000; and (c) the execution kind
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 ponds or
shall have secured a bond purchase agreement (the "Bond Purchase Agreement") from an
Accredited Investor, as such terra 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;
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Rcsolution.No. W-2008-O2 ?
EXHIBIT A
(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 he 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-2008-02 3
EXHIBITA
ANY OR ALL OF THE FA1 1-1 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 .0k 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, JP ANY, OR. ANY MUNICIPAL CORPORATION. QUASI
MUNICIPAL. CORPORATION, SUBDIVISION, OR AGENCY THEREOF IS
PLEDGED TO THE PAYMENT OF TI•IE 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
29th day of JRnuary, 2008,
WASHINGTON ECONOMIC DEVELOPMENT FINANC ' AUTHORITY
) -
Cliair
Resolution No. W-2008-02 4
EXHIBIT A
EXHIBIT A
DESCRIPTION OF PROJECT AND SITE
The Project will consist of:
1. $565,972—Containers to be located at: Brem Air Disposal, 9300 Barney White
Road Southwest, Port Orchard, Kitsap County, WA 98367
2. 5183,425 —Containers to be located at Rural Skagit Sanitation 1 5878 Peterson
Road, Burlington, Skagit County, WA 98233
3. $8,400,671—Landfill equipment, improvements and extensions to be located at
Greater Wenatchee Regional Land Fill, 191 Webb Place South, East Wenatchee, Douglas
County, WA 98802
4. $493,976—Collection vehicles and containers to be located at Waste Management
South King County, 701 2nd Street Northwest, Auburn, King County, WA 98001
5. $909,530— Equipment, landfill and real estate, improvements or equipment
related to leachate/methane gas treatment, storage or removal.
6. $413,622— Vehicles and containers to be located at Waste Management of
Ellensburg, 607 Railroad Avenue North, Ellensburg, Kittitas County, WA 98926.
7. $230,520— Containers to he located at Waste Management of Kennewick, 1611
Washington Street South, Kennewick, Benton County, WA 99337
8. $19,902,063 —Collection Vehicles and containers to be located at Waste
Management of Seattle, 81 1 1 l"` Avenue South, Seattle, King County, WA 98106
9. $452,869—Collection vehicles and containers to be located at Waste Management
of Wenatchee, 711 Wenatchee Avenue N. #A, Wenatchee, Chelan County, WA 98801
10. $7,121,158—Collection vehicles, containers and real estate located and to be
located at Waste Management Northwest, 1821 180th Street Southeast, Bothel, King
County, WA 98012
11. $239,609—Containers to be located at Waste Management Sno-King, 13225
126h Place Northeast, Kirkland, King County, WA 98034
Resolution No. W-2008-02
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EXHIBIT A
12. 86,086,585— Collection vehicles, containers and real estate located and to be
located at Waste Management of Spokane, 11720 Is'Avenue East, Spokane Valley,
Spokane County, WA 99206
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Resolution No. W-2008-02
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EXHIBIT A
CERTIFICATE
1, the undersigned, Secretary of the Washington Economic Development Finance
Authority(herein called the "Issuer"), DO HEREBY CERTIFY:
I. That the attached Resolution No. W-2008-02 (herein called the "Resolution") is a
true and correct copy of a resolution of the Issuer as finally adopted at a special meeting
of the Board of Directors of the Issuer held on the 29th day of January, 2008, 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 29th day of January, 2008.
Secretary -----
Resolution No. W-2008-02
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STU OF
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1 1707 E-Sprague Ave- • Suite 106 • Spokane Valley, A 9906
(509) 921-1000 • Fa (509)921-1005 • cityhaIl spokanevalley,org
May 19, 2008
• Mr. Rodney G. Wendt
Exec ufive Director
Washir!gton Economic Development
Finance Authority •
1000 Second Avenue, Suite 2700
Startle, WA 981 04-1 046
RE: Washington Economic Development Finance Authority (WEDFA)Tax Exempt/Taxable.
Economic Development Revenue Bond Programs; S30,000,000 Waste Management, J.nc,
• Dear Mr, Wendt: •
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Per your April 21, 2008 letter of request, enclosed please find a certified copy of our Resolution 08-006,
approved during the May 13 council meeting of the Spokane Valley City Council.
Sincerely, •
Christine Bainbridge
Spokane Valley City Clerk I
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11707 E.Sprague Ave. • Suite 106 • Spokane Valiey,+ A 99206
1509) 921-1000 • Fax (50'11921 1008 • cityhaIr spokarrevaliey.org
CI' OF SPOKANE V LLE
OFFICE OF CITY CLERK
!, Christine Bainbridge, City C[erk of Spokane Valley, W shinguon, do hereby certify that the
ilia fled is a true and correct copy of City of Spokane Valle). .Resolution 08-006 approved Burin;
to May 13, 2008 coutnci I mooting of Spokane Valle}' City Council-
Witness m hand and official sea] this I4411dTr r of May, 2008-
72)-1/41 -/
Christine Dainhridee, Spokane Va]!ey Cit t OttrIt
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_` - j WASHINGTON ECONOMIC DEVELOPMENT
FINANCE AUTII O IiITY
1000 Second Avenue, Suite 2700 • Seattle, WA 98104-1046
(206)587-5634 • FAX (206)389-2819
E-Mail: wedfa@wshfc.org
Monday. April 21,2008
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( all FA)-Tax-Exempt/Taxable
Economic Development Revenue Bond Programs
530,000,0(X) Waste Management, Inc. Project
Dear Mr. Mercier.
Waste Management, Inc. is planning to purchase collection vehicles,containers and real estate to be used
as part of a solid waste facility at 11720 1"Avenue East in Spokane Valley.They intend to finance this
project and several others throughout the state through the issuance of WEDFA's tax-exempt nonrecourse
economic development revenue bonds.
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 jurisdiction with planning authority over the project,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 to finance the project.
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 created against the City of Spokane Valley,or any other political entity by
issuance of WEDFA's bonds.
We are planning to begin sale of the bonds in late May. 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.
JOBS AND ECONOMIC DEVELOPMENT THROUGH REVENUE BOND FINANCING
Mr. David Mercier
City Manager •
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City of Spokane Valley
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April 22, 2008
Page two
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. an my absence, you should
also feel free to contact my assistant, Lura Harrison, at (206) 254-5373.
1 look forward to working with you on this project.
Sincerely yours,
Rodney . Vendt
Executive Director
cc: D.LaPaul
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RESOLUTION NO.
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 January 29, 2008, the Washington Economic Development Finance
Authority ("WEDFA") had presented to it Resolution No. W-2008-02 (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
collection vehicles, containers, and land within currently permitted acreage, 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 January 29, 2008, 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-recourse 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
$30,000,000 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 alia 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.
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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
WEDFA 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, nor in any way modify the City of Spokane Valley's
governmental authority with respect to the 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: Upon passage and approval of this Resolution, it shall take effect immediately.
DATED this day of , 2008.
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AYES:
NOES:
ABSENT:
ABSTAINING:
SPOKANE VALLEY CITY COUNCIL
By:
Chair
ATTEST:
Title: