HomeMy WebLinkAboutRES 2587 CITY OF RENTON, WASHINGTON
RESOLUTION N0. ` 2587
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A RESOLUTION APPROVING RESOLUTION NO. 84-9
OF KING COUNTY ECONOMIC ENTERPRISE CORPORATION {
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WHEREAS, 1981 Washington Laws, Chapter 300 , as codified in
RCW 39 .84 et seq. (the "Act" ) , states that no public corpora-
tion may issue revenue bonds except upon the approval of the
city, county or town within whose planning jurisdiction the
proposed industrial development facility lies; and
WHEREAS, King County Economic Enterprise Corporation, a
public corporation under the Act (the "Issuer" ) , by the adop-
tion of Resolution No. 84-9 , attached hereto as Exhibit A, has
evidenced its intention to issue bonds in an aggregate princi-
pal amount not to exceed $1,000 , 000 (the "Bonds" ) to finance
industrial development facilities located within its georgraphi-
cal boundaries (the "Project" ) for F. L. Hartung Glass Co. ,
Inc . together with any affiliate, successor or assign; and
WHEREAS, the City of Renton ,is located within the geo-
graphical boundaries of the Issuer and is the city within whose
planning jurisdiction the Project lies; '
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON DOES
RESOLVE AS FOLLOWS:
SECTION I : The City of Renton, as the city within whose
planning jurisdiction the project lies, hereby approves Resolution
No. 84-9 of King County Economic Enterprise Corporation as set
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forth in Exhibit A, and approves the Issuer's intention to
issue the Bonds to finance the Project. The proceeds are to be
used to loan money to F. L. Hartung Glass Co. , Inc. to acquire and
build the Project pursuant to a Loan Agreement (the "Loan Agreement" ) .
The Bonds shall be payable solely from the borrower ' s obligations
to repay under the Loan Agreement. The Bonds shall not constitute an
obligation of .the City, and no tax funds or other revenues of the City
shall be used to pay the principal of, premium, if any, or interest
on the Bonds . Neither the faith and credit nor any taxing power or
revenues of the City shall ever be pledged to pay the principal of,
premium, if any, or the interest on the Bonds.
SECTION II: This resolution is intended solely to constitute
approval of the issuance of revenue bonds within the meaning of
RCW 39 .84 .060 . This approval shall not in any way be deemed to be
a review or final approval of any development permit for the Project
which may be in process, or may be submitted at a future date.
PASSED BY THE CITY COUNCIL this 7th day Yof Januar , 1985 .
Maxine E. Motor, Cit*`••.Clerk—
APPROVED BY THE MAYOR this 7th day of January,
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�Ou�r�iw-� .�-� . 5`�1.�.n.(JCG� •.
Barbara Y. Shinpoch, Mayor
Approved as to form:
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Lawrence J. Wa en, City Attorney
010385/68391
CERTIFICATE
I , Maxine E. Motor, City Clerk of the City of Renton,
hereby certify that the foregoing is a full, true and correct !
copy of a Resolution duly adopted at a regular meeting of the
City Council of the City of Renton duly held at the regular
meeting place thereof on the 7th day of January, 1985, of which
meeting all of the members of said City Council had due notice,
including compliance with the Open Public Meetings Act, Chapter
42.30 RCW, and at which a quorum was present; and that at said
meeting, said Resolutio was adopted by the following vote:
AYES: � 92 O'zz (-
NOES:
ABSENT:
ABSTAINING:
I further certify that I have carefully compared the fore-
going 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
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and entered in said minutes; and that said Resolution has not
been amended, modified or rescinded since the date of its adop-
tion, and is now in full force and effect .
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010385/68391
WITNESS my hand and the seal of the City of Renton this 7th
day of January, 1985.
Maxine E. Motor
City Clerk '
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Exhibit A
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RESOLUTION NO. 84-9
A RESOLUTION of the Board of Directors of the King
County Economic Enterprise Corporation taking official
action with respect to the issuance of its nonrecourse
revenue bonds in the amount of $1 , 000 , 000 to provide
funds to finance the acquisition and installation of a
glass tempering furnace and related equipment for
F. L. Hartung Glass Co. , Inc .
WHEREAS, King County Economic Enterprise Corporation (the
"Issuer" ) , a public corporation, is authorized and empowered by
the provisions of Laws of 1981 , Chapter 300 (the "Act") and
King County Ordinance No. 6628, to issue bonds for the purpose
of facilitating economic development and employment
opportunities in the State of Washington through the financing
of the project costs of industrial development facilities; and
WHEREAS, an executed Indemnification and Compensation
Agreement dated as of August 9, 1984 (the "Indemnification and
Compensation Agreement" ) has been presented to the Board of
Directors of the Issuer in the form attached hereto as
Exhibit A; and
WHEREAS, a proposed form of Agreement to Issue Bonds (the
"Agreement" ) has been presented to the Board of Directors of
the Issuer for its approval in the form attached hereto as
Exhibit B; and
WHEREAS, in order to facilitate economic development and
employment opportunities in the State of Washington (the
"State" ) and the jurisdiction of the Issuer , F. L. Hartung
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083084/48901
Glass Co. , Inc . (the "Company" ) has requested the Issuer to
assist in the financing of industrial development facilities in
Tukwila, Washington through the loan of bond proceeds to the
Company together with any affiliate, successor or assign to
construct said facilities and has presented to the Issuer the
description of the proposed industrial development facilities
(the "Project" ) , and an estimate of the cost of the Project , as
shown in the Application for Industrial Revenue Bond Financing
of the Company attached to the Agreement as Exhibit A; and
WHEREAS, the Issuer desires to foster economic development
in the jurisdiction of the Issuer; and
WHEREAS, the Issuer deems it necessary and advisable for
the facilitation of economic development and employment oppor-
tunities within the State and the jurisdiction of the Issuer
that the Project be constructed at the earliest practicable
date, but the Company requires satisfactory assurances from the
Issuer that the proceeds of the sale of bonds of the Issuer
will be loaned to the Company to finance. the Project; and
WHEREAS, King County Ordinance No. 6628 and the policies
adopted thereby and the policies of the Issuer require that
certain requirements be fulfilled and certain findings be made
prior to the adoption of an inducement resolution; and
WHEREAS, notice has been given in accordance with the Open
Public Meetings Act , Chapter 42.30 RCW, and the policies of the
Issuer of a public hearing to be held this date for the purpose
of soliciting comments by citizens regarding the adoption of an
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` 082884/48901
inducement resolution stating that the Issuer intends to issue
industrial development revenue bonds in favor of the Company;
and
WHEREAS, a public hearing has been held this date at which
citizens of King County and representatives from the City of
Seattle and the City of Tukwila had the opportunity to offer
comments with regard to the adoption of an inducement
resolution, and this Board of Directors has considered those
comments, together with ( i) the Application for Industrial
Revenue Bond Financing of the Company, ( ii) the comments from
the Department of Commerce and Economic Development of the
State of Washington regarding the Issuer ' s application to said
department with respect to the eligibility of the Project- under
the Act , and ( iii) the preliminary staff report prepared by the
Issuer with respect to the Project ' s apparent eligibility under
and consistency with the Act, the Internal Revenue Code of 1954
and the regulations thereunder, and the policies adopted by
King County Ordinance No. 6628;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of
King County Economic Enterprise Corporation, as follows:
SECTION 1 . Finding Regarding Nondiscrimination. The Board
of Directors of the Issuer hereby acknowledges receipt of a
certificate of the Company' s chief executive officer certifying
that the Company engages in nondiscriminatory employment
practices and hereby finds that the Company has certified that
it engages in nondiscriminatory employment practices .
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082884/48901
SECTION 2 . Finding Regarding Employment . The Board of
Directors of the Issuer hereby finds that the Company has shown
that the Project creates or maintains employment within the
jurisdiction of the Issuer .
SECTION 3 . Finding Regarding Policy Compliance. The Board
of Directors of the Issuer hereby finds that the Project
conforms to the policies adopted by King County Ordinance No.
6628 and is acceptable based on legal and financial
considerations .
SECTION 4 . Finding Regarding Economic Development . The
Board of Directors of the Issuer hereby finds that the
acquisition and construction of industrial development
facilities by the Company within the boundaries of the Issuer
will facilitate economic development and will be consistent
with the public purposes set forth in the Act .
SECTION 5 . Conditional Agreement to Issue Bonds . Subject
to the provisions of the Indemnification and Compensation
Agreement and the Agreement, the Issuer will issue an amount
not to exceed $1 , 000, 000 principal amount of bonds for the
Project .
SECTION 6 . Bonds To Be Limited Obligations . The bonds
shall be payable solely from either the revenues derived as a
result of the Project funded by the revenue bonds, including,
without limitation, amounts received under the terms of *any
financing document or by reason of any additional security
furnished by the Company in connection with the financing of
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082884/48901
the Project, and/or money and other property received from
private sources . Each bond shall contain a statement to the
following effect :
Neither the State, King County, nor any other
municipal corporation, quasi-municipal corporation,
subdivision, or agency of the State is obligated to
pay the principal of , premium, if any, or the interest
on this Bond; no tax funds or governmental revenue may
be used to pay the principal of, premium, if any, or
interest on this Bond; and neither any or all of the
faith and credit nor the taxing power of the State,
King County, the Issuer or any other municipal
corporation, quasi-municipal corporation, subdivision,
or agency thereof is pledged to the payment of the
principal of, premium, if any, or the interest on this
Bond.
SECTION 7 . Approval of Indemnification Agreement . The
Indemnification and Compensation Agreement in the form
presented is hereby ratified and approved.
SECTION 8 . Approval of Agreement to Issue Bonds . The
Agreement in the form presented is hereby approved, and the
President and the Vice President are each hereby authorized to
execute and deliver the Agreement on behalf of the Issuer .
SECTION 9 . Project Commencement . The Company is
authorized to commence construction of such Project and advance
such funds as may be necessary therefor, subject to
reimbursement for all expenditures, but only out of proceeds,
if any, of the issue of bonds herein authorized.
SECTION 10 . Resolution Constitutes Official Action. It is
intended that this Resolution shall constitute "some other
similar official action" toward the issuance of bonds within
the meaning of Section 1 . 103-8(a) ( 5) of the Treasury
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082884/48901
Regulations promulgated under Section 103 of the Internal
Revenue Code of 1954 .
SECTION 11 . Effective Date. This Resolution shall take
effect immediately upon its passage and remain in full force
and effect thereafter; provided, however , that this Resolution
shall cease to be effective 12 months after the date of its
adoption unless prior thereto the Issuer specifically adopts a
further resolution extending the effective date of this
Resolution, which it will do only after receiving a specific
request for such action from the Company, accompanied by an
explanation of the reason why the Project has not proceeded
prior to the date of the letter .
ADOPTED by the Board of Directors oft
he W-
Economic
' County
31s+a0 Enterprise Corporation this 34th day oAugust, 1984 .
B OF DIRECTORS
ING COUNTY ECONOMIC
ENTE ISECO ORAT ON
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Paul Isaki
President
[SEIAZ:
tt t :
R bert V. Cowa , Jr .
Secretary
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082884/48901
SECRETARY' S CERTIFICATE
I , Robert V. Cowan, Jr . , Secretary of the King County
Economic Enterprise Corporation, hereby certify that the
foregoing is a full , true and correct copy of a Resolution duly
adopted at a special meeting of the Board of Directors of said
public corporation dilly held at the regular meeting place
31,A 7D'k
thereof on the 10th day of August, 1984 , of which meeting all
of the members of said Board of Directors had due notice,
including compliance with the Open Public Meetings Act,
RCW 42 .30 , and at which a quorum was present; and that at said
meeting, said Resolution was adopted by the following vote:
AYES: Mr. Lansing, Ms. Tatalias, Mr. Isaki
NOES :
ABSENT: Mr. Bender, Mr. Douglas
ABSTAINING:
I further certify that I have carefully compared the fore-
going 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 has not
been amended, modified or rescinded since the date of its adop-
tion, and is now in full force and effect .
WITNESS my hand and the sealf the King County Economic
31A
Enterprise Corporation this day of August, 1984 .
Robert V. Cowan, J
Secretary
[SEAL;
EXHIBIT A
-For Corporation/County Use Only-
Relating to Application No. 84 " Z
Name of Applicant Nor tuna GIQ 5s ,
Date of Application 8110 y
IDEMNIFICATION AND COMPENSATION AGREEMENT
THIS AGREEMENT, entered into as of the gth day of AUGUST
between the King County Economic Enterprise Corporation created by King County,
Washington (the "County"), under the provisions of RCW Ch. 39.84, as amended
(herein called the "Corporation"), and F.L. HARTUNG GLASS COMPANY, INC. OR AN AFFILATE
CORPORATION
(herein called the "Applicant"), in connection with the application for
industrial development bond issuance submitted on AUGUST 9. 1984
by the Applicant to the Corporation.
Section 1. Background. The Corporation has entered into an agreement
with the y. Under the agreement, the County performs certain services for
the Corporation including, among others, reviewing applications for industrial
development bond financing and assisting the Corporation in the issuance of
nonrecourse revenue bonds and servicing, if any, required subsequent to the
issuance of such bonds.
Section 2.. Services to be Provided-by Corporation/County. The County
on behalf of the Corporation, has recieved the Applicant's application for the
financing of an industrial development facility (the "Project"). If the County
and bond counsel determine that such application may be approved, bond counsel
will prepare a resolution for consideration by the Corporation (the "Official
Action Resolution"). The County will assist in preparation and presentation of
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the Official Action Resolution.
Subsequent to the adoption of the Official Action Resolution, the County
and the Corporation will cooperate with the Applicant , its underwriter, banker,
and counsel in arranging for the financing of the Project through the issuance
of nonrecourse industrial development bonds of the Corporation (the "Bonds").
The County and the Corporation have no authority or responsibility to assist in
locating a purchaser for the Bonds.
Section 3. Fees and Expenses.
A Nonrefundable Application Fee. At the time of submitting its applica-
tion for industrial development bond issuance, the Applicant shall pay a
Nonrefundable Application Fee based on the following schedule:
Principal Amount
Of Bonds Requested Application Fee
$0 - $1,000,000 $1,000
$1,000,001 - $8,000,000 $1,000 plus .05% of
principal amount
Over $8,000,000 $5,000
In addition to the Nonrefundable Application Fee, the Applicant shall pay the
Corporation for all expenses, direct or indirect, incurred by the Corporation in
administering and servicing the application to the extent such fees exceed the
Nonrefundable Application Fee accompanying the application. Such expenses shall
be paid within fifteen (15) days of billing by the Corporation. It is the
intention that the Applicant must reimburse the Corporation for all expenses of
administering and servicing the application, including bond counsel fees, if
applicable, whether the application is granted or denied to the extent that the
Nonrefundable Application Fee does not cover such expenses.
In addition, the Applicant shall pay all costs, direct or indirect,
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resulting from the issuance of the Bonds, including, but not limited to, the
following items:
(i ) fees of bond counsel ;
(ii ) fees of financial consultants or bond underwriters;
(iii ) costs of printing and execution of bonds;
(iv) fees of engineers, economists or other special consultants in
connection with the issuance of the Bonds;
(v) fees of trustee;
(vi ) fees of local counsel ; and
(vii ) travel expenses of the Directors and staff if travel is required
or requested by the Applicant.
The Corporation and/or the County will , upon request, provide or cause to
be provided to the Applicant any data or information which may be reasonably
required to verify any of the costs and expenses and fees enumerated above. To
the extent that the costs, expenses and fees enumerated above are not or may not
be paid or reimbursed from the proceeds of the Bonds, the Applicant shall pay
the same within fifteen (15) days of billing.
B. Annual Service Fee. In addition to the fees above mentioned, the
Applicant shall pay to the Corporation for servicing the account, an Annual
Service Fee. The Annual Service Fee shall be determined as follows:
1. One-tenth of. one percent (1/10%) of the outstanding principal balance of
unredeemed Bonds on each anniversary date of the issue, payable in advance, com-
mencing with the date of issuance of the Bonds and on each anniversary date
thereafter. Such fees shall cover the annual costs of the Corporation. These
costs shall be for Directors' meetings and costs (including Directors'
insurance) , staff costs, if any, auditing fees and costs, and any and all other
general expenses of the Corporation. The costs shall be divided per capita
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among the various applicants for financing and shall be billed from time to time
by the Corporation as costs are incurred.
2. In addition, the Applicant shall pay any and all costs attributable
specifically to the outstanding Bonds. Such costs will be billed from time to
time as the costs are incurred.
3. The foregoing fees and reimbursement of costs and expenses shall be
paid within fifteen (15) days of billing by the Corporation.
Section 4. Idemnification. The Applicant agrees that it will at all times
idemnify and hold harmless the Corporation and the County against all losses,
costs, damages, expenses and liabilities (collectively referred to herein as
"Losses") of whatsoever nature (including but not limited to attorneys' fees,
litigation and court costs, amounts paid in settlement, and amounts to discharge
judgments) directly or indirectly resulting from, arising out of, or related to
one or more Claims, as hereinafter defined, even if such Losses or Claims, or
both, directly or indirectly result from, arisen out of, or relate to or are
aserted to have resulted from, arisen out of or related to, in whole or in
part , one or more negligent acts or omissions of the Corporation and/or the
County or its or their officers, commissioners, employees, agents, servants or
any other party acting for or on behalf of the Corporation and/or the County.
The term "Claims" as used herein shall mean all claims, lawsuits, causes
of action, and other legal actions and proceedings of whatsoever nature,
including but not limited to claims, lawsuits, causes of action, and other legal
actions and proceedings, involving bodily or personal injury or death of any
person or any damage to property (including but not limited to persons employed
by the Corporation and/or the County, the Applicant or any other person and all
property owned or claimed by the Corporation and/or the County, the Applicant,
any affiliate of the Applicant or any other person) or involving damages
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relating to the issuance, offering, sale or delivery of the Bonds brought
against the Corporation and/or the County or to which the Corporation and/or the
County is a party, even if groundless, false or fraudulent, that. directly or
indirectly result from, arise out of or relate to the design, construction,
operation, use, occupancy, maintenance or ownership of the Project or any part
thereof or from the issuance, offering, sale or delivery of the Bonds or the
terms or covenants thereof. The obligations of the Applicant shall apply to all
Losses or Claims, or both, that result from, arise out of, or are related to any
event , occurrence, condition or relationship, whether such Losses of Claims, or
both, are asserted. Neither the Corporation nor the County will be liable to
the Applicant for, and the applicant hereby releases the Corporation and the
County from all liability for, all or any part or parts of any Losses or Claims
occurring as a result of injuries , damages or destruction by or to any property
owned or claimed by the Applicant, which losses or claims directly or indirectly
result from, arise out of or relate to the design, construction, operation, use,
occupancy, maintenance or ownership of the Project or any part thereof, even if
such injuries , damages or destruction directly or indirectly result from, arise
out of or relate to, in whole or in part, one or more negligent acts or
omissions of the Corporation and/or the County or its or their officers,
directors, employees, agents, servants, or any other party acting for or on
behalf of the Corporation and/or the County. The Corporatin shall reimburse the
Applicant for payments made by the Applicant to the extent of any proceeds, net
of all expenses of collection, actually received by the Corporation .from any
insurance with respect to the loss sustained. The Corporation shall have the
duty to claim any such insurance proceeds and the Corporation shall assign its
rights to such proceeds, to the extent of such required reimbursement, to the
Applicant. In case any action shall be brought against the Corporation in
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respect of which indemnity may be sought against the Applicant, the Corporation
shall promptly notify the Applicant in writing, and the Applicant shall have the
right to assume the investigation and defense thereof including the employment
of counsel and the payment of all expenses. The Corporation shall have the
right to employ separate counsel in any such action and participate in the
investigation and defense thereof, but the fees and expenses of such counsel
shall be paid by the Corporation unless the employment of such counsel has been
authorized by the Applicant. The Applicant shall not be liable for any
settlement of any such action without its consent but, if any such action is
settled with the consent of the Applicant or if there be final judgement for the
plaintiff of any such action, the Applicant agrees to idemnify and hold harmless
the Corporation and the County from and against any losses by reason of such
settlement or judgement. The provisions of this section shall survive the
expiration or termination of this Agreement.
Section 5. Tax Payment and Idemnification. The Applicant hereby agrees to
pay directly and/or to reimburse the Corporation for any and all taxes,
assessments , licenses, fees, charges and other impositions levied, assessed or
imposed by local , state or federal authorities against the Applicant or the
Corporation based upon the activity of issuing the Bonds or which are measured
by such Bond financing. Further, Applicant agrees to pay in full before
delinquency all taxes, assessments , licenses, fees, charges, or other imposi-
ition that may now or hereafter be levied, assessed or imposed by local , state,
or federal authorities against the Applicant, the Applicant's activities in
Washington, the Project or against the Applicant or the Corporation resulting
from administration or payment or service of the Bonds including without limita-
tion the current business and occupation tax of the State of Washington and its
political subdivisions. The Applicant, upon request, will exhibit to the
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Corporation official receipts therefor. On default under this Agreement, the
Corporation may, at its option, pay out of any unencumbered funds accumulated
under the Bonds, any such sums without waiver of any other right of the
Corporation which accrued by reason of such default of the Applicant; the
Corporation shall not be liable to the Applicant for failure to exercise any
such option. Upon payment by the Corporation of any such amount, the Applicant
shall promptly reimburse the Corporation, and the Applicant hereby agrees to
idemnify and hold the Corporation harmless from any interest, penalty, or other
charge, as well as payment of the principal amount, that may be assessed as a
result of the default of the Applicant in payment of such tax or other charge.
In the event of the passage after the date of the Bonds of any federal
state or local law for the purpose of imposing a tax, assessment, charge,
license or fee on the Bonds or measured by the Bonds or changing in any way the
law now in force for the taxation of the bonds, the debt evidenced thereby, the
security for such debt or the manner of collection of any such tax so as to
adversely affect the Corporation, then and in such event the Applicant shall
bear and pay the full amount of such a tax or other charge; provided, however,
that if a federal or state tax is assessed against the Corporation upon or
measured by the Corporation's net income from the issuance of industrial deve-
lopment bonds, such income tax shall be the responsibility of and be paid by the
Corporation.
Section 6. Federal Tax Information. The Applicant covenants and agrees to
furnish to the Corporation not later than five (5) days before the adoption of
the final bond resolution with respect to the Bonds, a fully completed Internal
Revenue Service Form 8038, signed by the preparer thereof, with respect to the
Bonds. The Applicant further covenants and agrees that it or its agent will
have the primary responsibility as between or among any preparers for the
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overall substantive accuracy of the preparation of the Form 8038. The Applicant
will hold harmless the Corporation, Bond Counsel , and any purchaser or holder of
the Bonds, against all consequences of any material misrepresentation in or
material omission from such Form 8038.
Section 7. Termination. If twelve (12) full calendar months shall have
elapsed following the date on which the Project was first placed in service as
that term is defined in U.S. Treasury Regulation 1.103-8(a)(5)(v) and the
Applicant shall not have designated a purchaser of Bonds and recommended terms
for the Bonds, the Corporation shall have the right to give written notice by
postage prepaid, certified or registered mail to the Applicant at the address
set forth in Exhibit "A" hereto, and if the Applicant at the address set forth
in Exhibit "A" hereto, and if the Applicant shall not have designated a
purchaser and recommended terms of the Bonds within thirty (30) days after
giving of such notice then the Corporation may unilaterally terminate this
Agreement without any liability by it to the Applicant. So long as no Bonds
have been issued and remain outstanding, the Applicant may unilaterally
terminate this Agreement without liability by it to the Corporation and/or the
County (except for amounts due and owing by it to the Corporation and/or the
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County at the time of termination which shall be paid by the Applicant to the
Corporation at the address set forth in Exhibit "A" hereto specifying therein
the date of termination which may be the date of notice).
IN WITNESS WHEREOF, the King County Economic Development Corporation has
caused its name to be hereunto subscribed and F. L . Nor tun Q G toss
Co. Inc. has executed this document as of
the year and date first above written.
KING COUNTY ECONOMIC DEVELOPMENT
CORPORATION
By
President
Board of Directors
APPLICANT
By:
Title: PRESIDENT
Name of Applicant: F.L. HARTUNG GLASS COMPANY, INC. OR
AN AFFILATE CORPORATION
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EXHIBIT "A"
ADDRESS OF CORPORATION:
King County Economic Enterprise Corporation
c/o King County Office of Finance
King County Administration Building
500 Fourth Avenue
Seattle, Washington 98104
Attention: Robert V. Cowan, Jr.
ADDRESS OF APPLICANT:
3635 'II-IORNDYKE AVENUE W
SEATTLE, WASHINGTON 98119
Attention: NICK SCIOIA, PRESIDENT
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EXHIBIT B
AGREEMENT TO ISSUE BONDS
THIS AGREEMENT is made as of August 30 , 1984 , between King
County Economic Enterprise Corporation, a public corporation
and an authority and instrumentality (within the meaning of
those terms in the regulations of the United States Treasury
and the rulings of the Internal Revenue Service prescribed
pursuant to Section 103 of the Internal Revenue Code of 1954 ,
as amended) acting on behalf of King County pursuant to Laws of
1981 , Chapter 300 , together with any subsequent laws author-
izing the issuance of revenue bonds for the purposes described
below (the "Act" ) , together with any successor to its duties
and functions (the "Issuer" ) , and F.L. Hartung Glass Co. , Inc . ,
a Washington corporation authorized to do business in the State
of Washington, together with any affiliate, successor or assign
to its rights and duties hereunder (the "Company" ) , for the
purpose of carrying out the public purposes set forth in the
Act .
W I T N E S S E T H:
WHEREAS, the Issuer is authorized by the Act and King
County Ordinance No . 6628 to finance industrial development
facilities, as set forth in the Act and to issue its revenue
bonds for the purpose of financing the cost thereof and related
costs; and
082884/48941
WHEREAS, the Issuer has determined that the acquisition and
construction of industrial development facilities by the Com-
pany within the boundaries of the Issuer ( such industrial
development facilities being more fully described in the
Application for Industrial Revenue Bond Financing of the
Company attached hereto as Exhibit A and herein called the
"Project" ) , will facilitate economic development and employment
opportunities and will be consistent with the public purposes
set forth in the Act; and
WHEREAS, the Issuer and the Company desire to cooperate in
the financing of the Project and to have the costs of the
Project financed from the proceeds of revenue bonds of the
Issuer (herein called the "Bonds" ) to be issued pursuant to the
Act in an aggregate principal amount not to exceed $1 , 000 , 000 ;
and
WHEREAS, it will be necessary for the Issuer to appoint
nationally recognized bond counsel to assist in issuing the
Bonds and to render an opinion; and
WHEREAS, the Issuer and the Company contemplate that the
Project will be constructed by the Company, financed through a
loan from the Issuer to the Company, and that the payments to
the Issuer on such loan together with other moneys available
shall be sufficient to pay debt service on the Bonds and all
related costs;
NOW, THEREFORE, in consideration of the premise and other
3eod and valuable consideration and of the Mutual benefits ,
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082884/48941
covenants and agreements herein expressed, the Issuer and the
Company agree as follows :
1 . Construction . The Company will be solely responsible
for the acquisition and construction of the Project , and the
Company will provide, or cause to be provided, any necessary
interim financing to permit the acquisition and construction of
the Project to commence and continue expeditiously pending the
issuance of interim and/or permanent Bonds .
2 . Loan to Company. The Company shall enter into a loan
agreement or agreements (herein called the "Loan Agreement" )
with the Issuer for the loan to the Company of the proceeds of
the Bonds then issued, and under which the Company will agree
to make periodic payments sufficient to pay the principal of ,
premium, if any, and interest on the Bonds .
3 . Sale of Bonds , Security. The Issuer will use its best
efforts to issue, sell and deliver , pursuant to the terms of
the Act , the Bonds for the purpose of financing the costs of
the Project, in .each case only upon designation by the Company
of the purchaser(s) or underwriters(s) thereof , such Bonds to
be in the principal amount , to mature in such amount and times ,
to bear interest at such rate or rates and to be payable on
such dates and to have such optional and mandatory redemption
features and prices as are determined by the Board of Directors
of the Issuer or any successor governing body (the "Board of
Directors" ) and approved in writing by the Company. It is
-3-
r
. • s I
082884/48941
understood by the parties hereto that reference above to "best
efforts to . . . sell" does not obligate the Issuer to
participate in any way in the marketing of the Bonds . The
Issuer further agrees that it will use its best efforts to
enter into the Loan Agreement and, if required, an agreement
(or assignment and/or indenture of trust) with a bank or trust
company, qualified to exercise trust powers where necessary,
for the purpose of providing periodic payments sufficient , with
other amounts available, to pay the principal of , premium, if
any, and interest on the Bonds as they become due and pledging
or otherwise securing the payment of such periodic payments for
the benefit of the holder(s) of the Bonds . The principal of ,
premium, if any, and interest on the Bonds issued by the Issuer
shall be secured by a pledge of unexpended bond proceeds and
the revenues and receipts received by the Issuer from the
Project funded by the Bonds . Pursuant to the Loan Agreement ,
the Company shall agree to make payments to provide sufficient
revenues to pay -( 1) the principal of , premium, if any, and the
interest on the revenue bonds proposed to be issued to finance
the Project; (2) subject to the approval of the Company, the
amount necessary to be paid each year into any reserve funds
which the Issuer considers advisable to establish in connection
with the retirement of the proposed bonds and the maintenance
of the Project; and (3 ) unless the terms of the Loan Agreement
provide that the Company shall maintain the Project and carry
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082884/48941
all proper insurance with respect thereto, the estimated cost
of maintaining the Project in good repair and keeping it
properly insured. The Issuer will cooperate to its fullest
extent in consummating the transactions so contemplated and in
attempting to realize the desire of the parties hereto that
interest on all Bonds be exempt from federal income taxation.
4 . Bonds to be Special Obligations . The Issuer shall
have no financial responsibility with respect to the Project ,
the Bonds or the costs associated with either , and the Bonds
shall be limited obligations of the Issuer and shall never
constitute a general obligation, indebtedness or pledge of the
credit of the Issuer within the meaning of any constitutional
or statutory limitation and shall not constitute or give rise
to a charge against the general credit or taxing power of the
Issuer or any pecuniary liability of the Issuer . The Bonds
shall be payable solely from either the revenues derived as a
result of the Project funded by the revenue bonds, including,
without limitation, amounts received under the terms of any
financing document or by reason of any additional security
furnished by the Company in connection with the financing of
the Project , and/or money and other property received from
private sources . Each bond shall contain a statement to the
following effect :
Neither the State, King County, or any other munici-
pal corporation, quasi-municipal corporation, subdivi-
sion, or agency of the State is obligated to pay the
-5-
08288 /48941
principal of , premium, if any, or the interest on this
Bond; no tax funds or governmental revenue may be used
to pay the principal of , premium, if any, or the
interest on this Bond; and neither any or all of the
faith and credit nor the taxing power of the State,
King County, or any other municipal corporation,
quasi-municipal corporation, subdivision, or agency
thereof is pledged to the payment of the principal of ,
premium, if any, or the interest on this Bond .
5 . Conditions of Issuance. The Bonds shall be issued at
one time in a single issue in such aggregate principal amount
as the Company shall request ; provided that it shall be a
condition to the issuance of the Bonds that (a) the Issuer and
the Company shall have first agreed to mutually acceptable
terms for the Bonds and of the sale and delivery thereof and
mutually acceptable terms and conditions of the Loan Agreement,
(b) all requisite governmental approvals , including those
required by the Act, shall have first been obtained, and
(c), the Issuer be in receipt of an opinion or opinions from
underwriter ' s counsel or bond counsel to the effect that repre-
sentations and findings that the Issuer is required by law to
make can properly be made with respect to the Project . It is
further agreed that the proceeds of the Bonds shall not be
invested so as to constitute any of the Bonds as arbitrage
bonds within the meaning of Section 103(c) of the Internal
Revenue Code of 1954 , as amended, and applicable regulations
promulgated pursuant thereto .
6 . Use of Proceeds.. The proceeds of the Bonds of such
issue shall be used solely for the making of a loan in the
-6-
' 9
082884/48941
amount of all or part of the project costs , as defined in
Section 7 below, and shall be disbursed in such manner and
under such restrictions , if any, provided in the resolution
authorizing the issuance of the Bonds or in the trust indenture
securing the Bonds . If the proceeds of the Bonds exceed the
cost of the Project , the surplus shall be deposited to the
credit of the debt service fund for the Bonds or used to
purchase Bonds in the open market .
7 . Costs to be Financed. The costs of the Project may
include those costs enumerated in the Act as "Project costs . "
8 . Bond Counsel . The Company and the Issuer agree that
the Issuer will appoint Perkins, Coie, Stone, Olsen & Williams,
a nationally recognized bond counsel firm, as bond counsel in
connection with the issuance of the Bonds . Bond counsel ' s fee
will be paid by the Company in an amount to be agreed upon
between the Company and bond counsel .
9 . Termination. The Company may unilaterally terminate
this Agreement without liability to the Issuer except for
amounts due and owing by the Company under the Indemnification
and Compensation Agreement dated as of August 9 , 1984 between
the Issuer and the Company (the "Indemnification and
Compensation Agreement" ) .
10 . Purpose and Effect . The Bonds are to be issued, sold
and delivered under authority of the Act and all related
actions and documents shall be in conformity therewith. The
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~ 082884/48941
Issuer intends this Agreement to Issue Bonds to be its official
binding commitment , pursuant to the terms hereof , to use its
best efforts to issue the Bonds up to $1 , 000 , 000 aggregate
principal amount .
The terms and provisions of this Agreement to Issue Bonds
is supplemental to any covenants contained in the
Indemnification and Compensation Agreement . In the event of a
conflict , the terms of the Indemnification and Compensation
Agreement shall prevail .
The Issuer considers this Agreement to be an official
action of the Issuer , acting by and through the Board of
Directors, toward the issuance of the Bonds in accordance with
the purposes of the Act and Section 1 . 103-8(a) (5) ( iii) of the
Federal Income Tax Regulations .
KING COUNTY ECONOMIC ENTERPRISE
CORPORATION
(SEAL) By
Paul Isaki
President
Attest :
By
Robert V. Cowan, Jr .
Secretary
F. L. HARTUNG GLASS CO. , INC.
By
Nick Sciola
President
_8_
EXHIBIT A*
KING COUNTY ECONOMIC ENTERPRISE CORPORATION
APPLICATION FOR INDUSTRIAL REVENUE BOND FINANCING
Please complete and sign this Application and submit 10 copies to:
King County Economic Enterprise Corporation
c/o Robert V. Cowan, Jr.
Secretary
King County Administration Bldg, Room 611
500 Fourth Avenue
Seattle, WA 98104
1. Name of Applicant. F.L. HAR'IM GLASS OOMPANY, INC. or an affilate Corporation
2. Form of organization (corporation. partnerships sole
proprietorship, etc.) Corporation
3. State of incorporation. Washington
4. Mailing address and telephone number. P.O. Box 9098, Seattle, WA 98109
Telephone Number (206) 283-8230
In State of Washington.
At headquarters, if different.
5. Contact person for this project (name, title, address and telephone
number). Richard W. Jamieson C.P.A.
-F.7-.7-ox
_ Seattle. WA 98109 TP1PPhnnP Number (206) 2RI-8?-40
6. Real Estate Officer (name, title, address and telephone numer).
NONE
7. Chief Financial Officer (name, title, address and telephone number).
NONE r
8. Principal Executive Officers (name, title, address and telephone
number). Nick Sciola President '
-T.'0-- Box
Seattle WA 98109 TPI Pn}1nnP M },or 06 283-8230
,9. Applicant's certified public accountants (name, address and telephone
number of firm and individual responsible accountant).
IMCHE ROSS AND COMPANY
1111 IHIRD AVENUE
EATrLE. WA 206 292-1800 Mr. David Odegard
10. Applicant's commercial banker (name, address and telephone number of law
firm and responsible bank officer). PEDRXS NATIONAL BANK
P.O. BOX 80097
5LX171LEv WA 9806 (206)344-5098 Mr. Eli Mackey, Jr-
11. Applicant's legal counsel (name, address and telephone number of law
firm and responsible attorney). PERKINS, COIE, S'I1ONE, OLSEN & WILLIAMS
1900 WASHINGTON BUILDING
682-8770 Mr. Wayne Booth
12. Applicant's selected bond counsel (firm name and responsible attorney).
Bond counsel must be selected from the King County Economic Enterprise
Corporation's list of approved bond counsel .
SEE ABOVE QUESTION # 11
13. Identity of Prospective Bond Purchaser or Underwriter (name, address
and telephone number and principal contact for this potential
industrial revenue bond issue).
SEE ABOVE QUESTION # 10
B. Application Information
The applicant submits the following information and any attached documentation
to the King County Economic Enterprise Corporation (the "Corporation") for its
review in determining whether to issue industrial development bonds for the
proposed project described herein. The undersigned officer of the applicant
certifies that he/she is familiar with the project, is authorized by the
applicant to provide the following information with respect to it, and that such
information is true and correct to the best of his/her knowledge. The
undersigned agrees to advise the Corporation of any changes in the
information provided and to respond to additional inquiries by the Corporation
prior to any issuance of bonds. (Please attach additional pages if necessary
for any answer.)
1. Identity of Principal User of the Project.
1.1. Give the name of the corporation, partnership or other person
or entity that will be the purchaser or lesseg of the project
(the "company"). F.L. HARTUNG GLASS COMPANY ` INC. or an
attilate Corporation
-2-
1.2. Name each and every corporation, partnership, entity,
individual or group of family members to which the company
- is related
(a -through a parent-subsidary relationship,
(b;-through a control relationship involving the ownership of
more than 50 percent in value or voting power of the company's
stock or
(c)-through a partnership or joint venture regardless of the
percentage interest in capital or profits. Each person or entity
identified in (a) - (c) is designated a "related person" for
purposes of this application.
S & K INDUSTRIES. INC. . HARTIING_ Ar.A1 TTF GI A,.gq ff1AP_ANY_ TN.=---mss
1.3. Give a brief narrative of the company's history, including length
of time in business, type of business in which engaged, and major
suppliers and customers. Include the company's Standard
Industrial Classification (SIC) Number, if known.
SEE ATTACHMENT
1.4. List other plant locations.
3635 THORNDYKE AVENUE W - SEATTLE. WA,
SEAT11EI WA
1.5. If the applicant is different from the company which will be the
principal user of the project, please identify the relationship
betweeen the applicant and the company._ N/A
1.6. State whether the company is listed on any securities exchanges
and, if so, identify the exchange(s).
NOT LISTED
1.7. State whether the company is registered under the Securities
Exchange Act of 1934 and, if so, attach copies of the company's
annual report to shareholders for the three most recently
completed fiscal years of the company.
NOT RBGISTERID
1.8. If the company is not listed on any securities exchange give the
names and addresses of all stockholders who hold 10% or more of
the company's issued and outstanding stock.
SEE ATTACHMMT
1.9. Show the type and amount of existing bonded or institutional
indebtedness of the company and identify and summarize all co-
venants and commitments contained in existing loan agreements,
mortgages, indentures and other instruments that restrict the
freedom of the company to incur debts, create liens or convey
assets. SEE ATTAQlMERT
-3-
' 1.10. Please attach audited financial statements for the three most
recently completed fiscal years of the company. SEE ATTACHMERT
1.11. Outline the company's capacity and program, including projected
cash flows, to service revenue bond debt that would arise from
the proposed project. SEE ATTACHMM
1.12. Identify the institution (bank, underwriter firm or insurance com-
pany) which has indicated interest in purchasing the bonds when
issued, and attach correspondence from that institution confirming
such interest. Peoples National Bank of Washington
the Bonds. See attached letter)
CN
2.
Description of Proposed Project.
T.I. Briefly describe t e proposed project for which revenue bond
financing is requested, including its functions and principal com-
ponents. (Please attach a copy of any capital job request or
other summary prepared for the company's internal use). Also, if
financing for pollution control facilities is requested, please
give details on the type of pollution and methods of control .
2.2. State whether the project will be located wholly within the boun-
daries of any incorporated jurisdiction, and give the proposed
location of the project, including street address or other common
designation and legal description.
581 MANDER BOULEVARD
WA 98188
2.3. With respect to timing of the proposed project,
2.3.1. give the target date for commencement. September 1 1984
2.3.2. give the target date for completion. June 30, 1985
2.3.3. give the intended owner of the site and the date on whicn
the site was or will be acquired.
Leasehold inte
t e project involves phased
eve opement, please
explain. N/A
2.4. State whether the project is a new facility, an addition to an
existing facility, or a replacement or renewal of an existing
facility. If the project is an addition to, or a replacement or
renewal of an existing facility, please describe the existi.ng
facility and explain the addition, replacemeryt or renewal in
detail .
Modify existing warehouse space listed at L2 above to permit
fabrication of shower dnnr and h th pr+r 1 nctrpr
-4-
2.5. Describe in general how the project will contribute to economic
developement in King County and in the State of Washington. (See
also item 4.4 following). SEE ATTACHMENT
3. Costs of Proposed Project.
■
3.1. Specify, by principal components, the current estimates of the
costs for the acquisition and construction of the project,
Including the cost of:
Land _
Site preparation '
Leasehold interest
Utilities (on or off site) '
Mater $ 10,000.00
Electricity 40,000.00
Gas
Sewer
Other
u tots ) $ 55,000.00
3.1 (Continued)
Building(s) a =���
Equipment _-------
Interest and taxes during construction _ •�
Professional fees .
Architect $
Engineering b Planning
Surveys
Legal (Subtotal ) S_
Financing
Prepaid expenses, including rent
Commitment fees and deposits
Other (describe)
Total Net Bond Proceeds $. 1,000i .00
3.2. Describe purchases, preparatory work or progress on construction,
if any, made to date toward acquisition and construction of the
project, giving dates and amounts of costs ipcurred and whether or
not paid at this time. NONE TO DATE
-5-
3.3. If the price+ fee or other charge of any seller of real estate or
personal property or of any contractor, subcontractor or supplier
of goods, services or equipment for the project who is related,
directly or indirectly, to the company is to be financed out of
t P +
he bond proceeds, identify the person and the relationship, the
nature of the item the person's anticipated profit, and the date
that person first paid incurred any expenses in connection with
the transaction._ N/A
4. Requirements and Effects of Proposed Project.
4.1. Site Re uirements (or description if existing)
eograp c area/location _SEE OIJES"I'ION # 2-2 ABCVE
4.1.2. Type of project (e.g., manufacturing of aircraft parts),
describe in detail Assembly and fabrication of shower
door and tub en 1 nm Tres
4.1.3. Size (acreage) Existing building
approximately acres.
4.1.4. For new construction:
1. Soil conditions (loading weights)
N/A
Transportation needs (truck, rail , air, water
N/A
. Parking lot Size (number of cars or trucks)
N/A
Improvements - Existing
4.2.1. Office size 3,000 square fee
4.2.2. u d ng size-40,000 square-feet
4.2.3. Ta—rd storage NONE
4.2.4. 'Varking area size Tdisregard if answered above)
Existing lot for 40 automobiles and 8.semi-tr+k- s
-6-
Utilities/Energy Requirements
4.3.1. Give amount of water required (volume, quantity)
500 gallons per month
4.3.2. Dunt an type o ue requ re or processing an space
heating: (KWH, voltage, vaults, underground tanks)_
SEE QUEMONS # 4.3.3 BELjCW
4.3.3. ount o -electrical power required , voltage)
480 Volt, 3 Phase, 1400 Amp, 60 Hertz
4.3.4. Waste (solid, qU Minimal glass ggadimant_ frim fghriration.
process Filtered, QQ11 Pr tori AM Ai cr,nc _
4.3.5. Toxic or hazardous materials type, quantity, and method of
handling) NONE
4.3.6. Identify other anticipated demands on public utilities and
services (streets, sewer, parks, police, etc.)
NONE
4.3.7. Does the project meet the requirements of the King County
Energy code adopted pursuant to Ordinance 4753.
Not applicable in incorporated ar as
4.3.6. -Impact on ng County7ax ase:
Additional State of Washington sales and/or business b
occupation taxes to be generated by the proposed project.
SEE Q=ON # 2.5 ABOVE
-
Additional ona real property taxes to be generated by the pro-
posed project. NONE
Other taxes to be generated Ty the proposed project._
King County personal property taxes on equipment Mmchase
4.4 Labor and operations
X-.r. ota number in company, TWEMY
4.4.2. How many new permanent jobs will the project create in King
County? FIVE NEW -
State of Wash1ngton7
4.4.3. oca res--(n umer Y at proposed project.
FIVE NEW AND TWENTY STTNG
4.4.4. Transfer personnel (number) at proposed project.
TWENTY
4.4.5. tonstructi-on-related jobs*
NONE
4.4.6. -SecondaryVsp-in-off jobs. Please exp a n. NONE
-7-
4.4.7. Will the project involve relocation of operations now con-
ducted in existing facilities elsewhere? If so, please
explain. SEE AZTACHMENr, QUESTION # 2.1
4.4.8. Approximate number of positions in each labor category at
proposed project (clerk, assembler, machinist, etc.)
SUPERVISOR - 1
ASSEMBLERS - 19
4.4.9. Number of shifts and employee per shift.
ONE SHIFT OF ZWERN FIVE EMPLOYEES
4.4.10. Any special a or requirements. NO
4.4.11. if so, in what categories? N/A
4.4.12. Describe efforts to hire employees trained by local man-
power programs.In 1983 we have used several employees
from the Mil ionaire Club.
4.5 Shipeinuctivity
Source of raw material or commodity utilized in production
process at proposed project.
National glass manufacturers
4.5.2. Export volume NONE
4.5.3. Import volume NONE
4.5.4. Use of marine or commercial aviation facilities app -
cable) N/A
4.5.5. Number of trucks per day each way Approximately 40.000
pounds of materials are received and shipped weekly.
4.5.6. Number of rail cars per day each way, One rail car received
every two months.
4.5.7, TUTMpated main access routes Strander Boulevard
West Valley Highway
4.6. Zoning/Land Use Policies
low
4.6.1. Will an environmental impact statement be required for the
project? NO
If so, please describe status.
4.6.2. Please describe the accommodation proposed for a t ona
parking traffic. Existing spare is sufficAmt - SEE ABOVE `.
QUESTION # 4.2.
4.6.3. Please describe other neighborhood impacts.
NONE ANTICIPATED
-8-
4.6.4. Is the project consistent with municipal zoning ordinances
or the King County Zoning Code? YES
4.6.5. ave building perm is een o to ne Mldinz permits are
nota livable since
financing is uipnent.
if not, w en
5. Other Possible Principal Users.
5.1. Name any tenant, sublessee or other occupant that will
occupy 10 percent of the gross or net rentable space of the
project or for whose rent for its space for any year will
or may equal 10 percent of the gross rent receivable by the
company for that year. (Count tax reimbursement, escala-
tion charges and common area payment, if any, as rent.)
N/A
5.20 Identify each tenant, or other occupant that is or may be
obligated to pay contingent rent for any year in any
amount. N/A
5.3 Name each and every related person identified in Section
1.2 that owns or has a right to occupy any facility located
in the jurisdiction or a contiguous jurisdiction, and give
the nature and location of its facility._ NONE
5.4 Identify any purchaser of goods or services to be produced
at the proposed-project who will or may contract to
purchase more than 10 percent of the project's production,
and describe the contractual arrangement with the
purchaser. NONE
6. Prior Exempt Small Issue.
If any prior industrial revenue bonds have been issued to finance any
facility that is now used by the company or other principal user or a
related person, identify the facility, the date of issue of the bonds,
and the original amount and present balance of the prior bond issue.
N/A
-9-
APPLICATION DATED: _ AUGUST 9 1984
APPLICATION FEE ATTACHED: YES XX NO AMOUNT $1. )00.00
INDEMNIFICATION AND COMPENSATION AGREEMENT ATTACHED:* YES= NO
TEN (10) COPIES SUBMITTED: YES_ NO
CHIEF EXECUTIVE OFFICER'S NONDISCRIMINATION CERTIFICATION ATTACHED:
YES N_.
SIGNED:
Name of Applicant: F. L. HARTUNG GLASS COMPANY, INC. OR ANAFMATF TION
By (Signature)
Title PRESMENr
Typed Name NICK SCIOLA
*The King County Economic Enterprise Corporaton requires that the Applicant
enter into an Indemnification and Compensation Agreement with the Corporation.
The Agreement is a part of the Information and Application Package.
f
-10-
NONDISCRIMINATION POLICY
King County Ordinance 6628, which creates the King County Economic Enterprise
Corporation, requires that firms receiving revenue bond financing not engagein
discriminatory employment practices. In order to comply with this policy, the
Corporation requires the Applicant's Chief Executive Officer to certify that the
Applicant engages in nondiscriminatory employment practices. The certification
below must be completed and signed in order for the application to be processed.
CHIEF EXECUTIVE OFFICER'S CERTIFICATION
I, NICK SCIOLA the PRESIDENT
. (Name of ChiefExecutiveofficer) (Title)
of F.L. HARTUNG GLASS hereby certify that the
(Applicant Firm ame CORPORATION
applicant firm has a nondiscrimination policy. I further certify that applicant
firm does not discriminate in employment against any person on the basis of
race, color, creed, national origin, sex, age, marital status, or the presence
of any mental , physical , or sensory handicap, and complies with R.C.W. 49.60,
Title VII of the Civil Rights Act of 1964 and other applicable federal and state
laws regarding nondiscrimination in employment.
mom (Si gn ture
NICK SCIOLA
XpeName)
PRESIDENT
(Title)
F.L. HARTUNG GLASS COMPANY9 INC. OR AN AFFTIATE
(Name ot Applicant) CORPORATION
AUGUST 9 1984
(Date)
-11-
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1
ATMatzmTS TO APPLICATION INDUSTRIAL REVENUE BOND FINANCING
1.3 The F.L. Hartung Glass Company, Inc. was established in 1924 as
a wholesaler of flat glass. In 1977 the Company acquired
Temperline, Inc., a manufacturer of shower doors and tub en-
closures. Primary suppliers are national manufacturers of flat
glass. Customers of flat glass include glass retailers and
building contractors. Shower and tub enclosures are sold to
plumbing suppliers. The SIC code of F.L. Hartung Glass Co., Inc.
is 5098.
1.8 S & K Industries, Inc.
17 Bridlewood Circle
Kirkland, WA 98033
1.9 Revolving Credit Line of $500,000 with Peoples National Bank;
renewable annually as of October 31st. Currently $75,000.00 is
used and bears interest payable monthly at the Bank's prime rate.
- Bank maintains a blanket filing over the Companies trade accounts
receivable and inventory.
- Affirmative covenants include:
- Financial statements provided for the Bank
- Adequate insurance maintained
- All payments are current
- The Company is in compliance with all government regulations
- All taxes are paid current
Negative covenants include:
- Proceeds used for purpose described
• - Proceeds not to be used for mergers, acquisitions or invest-
ments in other companies
- Working capital of $1,000,000.00
- Net worth of $1,500,000.00
- Debt to Equity ratio of 1:1
- Capital expenditure limit of $200,000.00
- No change in Company ownership
Term debt of $250,000.00 with Peoples National Bank, payable in
monthly installments of $10,950.00 including principal and interest
at the Banks prime rate plus 1/2 ti. The debt is gacured by existing
fixtures and equipment. '
1.10 The Company is privately owned and therefore does not have audited
financial statements.
1
} y
t
ATTAwlENTS M APPLICATION INDUSTRIAL REVENUE BOND FINANCING (CONTINUED)
2.1 F.L. Hartung Glass proposes to purchase a glass tempering furance
and related equipment to permit in-house tempering and fabrication
of shower door and tub enclosure panels fabricated by the Temperline
division. The present location of Temperline is inadequate to house
this furnace. Consequently, the Temperline division will relocate
to an existing facility listed in question 2.2. The receipts from
the bond sale will be used to purchase the furnace and supporting
equipment and to make modifications and improvements to the facility
necessary to operation of the division.
2.5 The project will contribute to economic development in King County
and the State of Washington by lowering the manufacturing costs of
the Company. This will create a competitive advantage which will
lead to expansion of sales of the Company and job creation. In
addition, the improved fabricating ability of the Company will de-
crease reliance on out-of-state suppliers. Out-of-state competition
in final sales will also be reduced.
2 of 2
�Iof
r HeoplesBank
August 6, 1984
Mr. Nick Sciola, President
F.L. Hartung Glass Co., Inc.
3635 Thorndyke Ave. W.
Seattle, WA 98119
Dear Mr. Sciola:
I am pleased to extend to F.L. Hartung Glass Company, Inc. the following
financing proposal for the purchase and installation of a Glass Tempering
Furnance a s%.4 re lcL+e.Q
Proposed
A $1,000,000 undisbursed note available for 6 months (allowing time for
installation) . Interest to accrue at 67% of Peoples National Bank of
Washington Basic Rate, paid monthly.
Fee
Loan fee of 1/2X of 1% paid up front.
Term
A $1,000,000 note payable in monthly installments of principal and interest
based on a 7ear amortization. Interest will accrue at 67X of Peoples
Y P
National Bank Basic Rate.
F.L. Hartung Glass Company, Inc. will pay all out-of-pocket fees and
expenses related to proper documentation of this transaction. In addition,
Hartung will provide a letter satisfactory to the Bank from its Bond
Counsel addressing the following issues:
.le
- F.L Hartung has legal authority to enter into this transaction.
- All income received by the Bank from this transaction will be tax exempt.
Peoples F'manciwl Center
$02 South Lucile Street
P.O.Peo:80097
Seattle,WA.98108.0097
�Mr. Nick Sciola
Page Two
August 6, 1984
I have talked to two law firms one which would act as Bond Counsel and
was quoted a fee of approximately $10,000 that would be related to its
services. Bank Counsel has given a ball park figure of $5 to $10 thousand
depending on the complexity.
This offer will expire on August 10, 1984. You may indicate your acceptance
of proposal by signing on the appropriate line at the bottom.
i
eSerely yours,
E i Mac ey r. "
Vice President
EM/vmd
F.L. HARTUNG HEREBY ACCEPTS. THE PROPOSAL AS OUTLINED HEREINABOVE:
Signatu a Date
Tit e
,
November 16, 1984
Page 3
would be countersigned by Air Via to evidence its approval of
the invoice. The Certificate would request that the invoice be
paid by or on behalf of Wilmington Trust Company as owner
trustee and make appropriate certifications as to the
modification work or products covered by the invoice. A
suggested form of Officer ' s Certificate is enclosed as
Exhibit B1 .
Although the Certificate is addressed to both Boeing and
Wilmington Trust Company as owner trustee, two signed copies of
the Certificate would be sent by Air Via to Boeing in the first
instance, and no copy would be sent to Wilmington Trust
Company.
Boeing as owner participant would review the invoice and
the Certificate and, if acceptable, authorize Wilmington Trust
Compoany as owner trustee to pay the invoice. It would
accomplish this by signing an Authorization and Direction. The
proposed form of Authorization and Direction is attached to the
Officer ' s Certificate. Boeing, acting as paying agent of the
owner trustee, would pay the invoice. It would then confirm
payment of the invoice by signing a confirmation of payment
addressed to Wilmington Trust Company and Air Via. The
proposed form of Confirmation of Payment is likewise attached
to the Officer ' s Certificate.
Since Boeing will have received two signed copies of the
Air Via Officer ' s Certificate and attachments, the second set
will be available for Wilmington Trust Company as owner
trustee. After making payment of an invoice, Boeing would send
the Officer ' s Certificate of Air Via, the Authorization and
Direction signed by Boeing as owner participant, and the
Confirmation of Payment signed by Boeing as paying agent
(together as one stapled set of documents) to Wilmington
Trust . Boeing would also execute the Confirmation of Payment
attached to the other set of identical documentation it
received from Air Via and send the Confirmation of Payment
alone to Air Via. The other documents in that set would be
retained by Boeing.
Each time the owner trustee receives a confirmation of
payment from Boeing, it will record the payment as an
investment in the trust estate. It would be advisable for
Boeing to send a monthly summary of payments to Wilmington
Trust to assure that the trustcompany' s records correctly
reflect all payments made by Boeing.
November 16, 1984
Page 4
We have also provided a separate set of Officer ' s
Certificate and related attachments for the Tramco Modification
Agreement as Exhibit B2 . These documents are somewhat
different from the form of certificate required for the
purchase contracts . It seems preferable to have a separate set
of documents for the Tramco Modification Agreement to minimize
the changes which Air Via would have to make when completing
the Certificate.
3 . Amendment to Operative Agreements . The definition of
the terms "Modifications" , "Modification Agreement" , and
"Modification Agreement Assignment" set forth in the
Participation Agreement, the Lease and the Trust Agreement
reflect the assumption in September that Air Via would enter
into one Modification Agreement with Boeing or another
modification center . Amendments are required to expand these
definitions to include the Tramco Modification Agreement and
all of the purchase orders and purchase contracts . Attached as
Exhibits C1 , C2 and C3 are proposed amendments to the
Participation Agreement , the Lease and the Trust Agreement .
In addition, the Trust Agreement should be amended so that
it provides more explicit authorization for the owner trustee
to make payment of the Tramco and vendor invoices through a
paying agent . This clarification is likewise set forth in
Amendment No. 1 to the Trust Agreement .
Please let us have your comments on the attached documents
at your earliest convenience. We emphasize that Boeing has
reviewed only a portion of the enclosed documentation and may
have comments on both the documentation and the payment
procedures .
With best regards,
Stuart G. Steingold
SGS: lc
Enclosures
SCHEDULE A
Mr . Jack Bland Mr . David A. Jaeger (M/S 68-34)
President The Boeing Company
Air Via, Inc. 10 . 60 Building Lobby
Suite 220 Park and North Eighth
2025 Gateway Place Renton, Washington 98055
San Jose, California 95110
Mr . Craig E. Coleman (M/S 68-34)
Mr . Robert J. Norris The Boeing Company
Vice President-Finance 10 . 60 Building Lobby
Air Via, Inc . Park and North Eighth
Suite 220 Renton, Washington 98055
2025 Gateway Place
San Jose, California 95110 Mr . G. Lane Soholt (M/S 76-09)
The Boeing Company
John W. Simpson, Esq. 10 . 60 Building Lobby
Kelley Drye & Warren Park and North Eighth
Suite 850 Renton, Washington 98055
1333 New Hampshire Ave. , N.W.
Washington, D.C. 20036 Mr . A. M. Janasik (M/S 76-65)
The Boeing Company
Robert B. Jack, Esq. 10 . 60 Building Lobby
Wilson, Sonsini, Goodrich Park and North Eighth
& Rosati Renton, Washington 98055
Two Palo Alto Square
Palo Alto, California 94306 Lewis Guterson, Esq. (M/S 13-24)
The Boeing Company
Mr . Arden M. Knott Plant 2 - Administration Lobby
Wilmington Trust Company 7755 East Marginal Way South
Rodney Square North Seattle, Washington 98108
Wilmington, Delaware 19890
Richard L. Mull, Esq.
Paul M. Altman, Esq. Perkins, Coie, Stone, Olsen &
Richards, Layton & Finger Williams
One Rodney Square 1900 Washington Building
Wilmington, Delaware 19890 Seattle, Washington, 98101
(0546F]
[Draft of November 15, 19841
PURCHASE ORDER ASSIGNMENT
PURCHASE ORDER ASSIGNMENT, dated as of November _, 1984,
between AIR VIA, INC. , a California corporation ("Assignor") ,
and WILMINGTON TRUST COMPANY, a Delaware corporation, not in
its individual capacity, but solely as trustee ( "Assignee")
under that certain Trust Agreement, dated as of September 24,
1984 , as amended (the "Trust Agreement" ) , between Owner
Participant (as defined therein) and Assignee.
W I T N E S S E T H:
WHEREAS, Assignor and Vendor (such capitalized term and
other capitalized terms used in these Recitals without
definition are defined hereinafter) are parties to the Purchase
Order, providing, among other things, for the sale by Vendor to
Assignor of the Products covered by the Purchase Order;
WHEREAS, Assignor intends to cause the Products to be
installed on one or more of the Aircraft owned or to be owned
by Assignee and leased or to be leased by Assignee to Assignor
pursuant to the Lease; and
11/15/84 1 3086-138/0533F
s
WHEREAS, Assignee wishes to acquire the Products prior to
their respective installation on such Aircraft and Assignor is
willing to assign to Assignee the rights and interests of
Assignor under the Purchase Order, and Assignee is willing to
accept such assignment, as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows :
1 . For all purposes of this Assignment, except as
otherwise expressly provided or unless the context otherwise
requires, the following terms shall have the following meanings :
Aircraft - Three (3) Boeing Model 727-2J4 aircraft
referred to in the Participation Agreement (as hereinafter
defined) , including each of the three (3) Pratt & Whitney
Model JT8D-17 engines installed on each such aircraft (or
any engine substituted for any of such engines under the
terms of the Lease (as hereinafter defined) ) (each of the
Aircraft is herein individually called an "Aircraft") .
Lease - The Lease Agreement, dated as of September 24 ,
1984 , as amended, between Assignee, as lessor, and
Assignor, as lessee, providing for the lease of the
Aircraft and the Spare Engines, as the same may be amended,
11/15/84 2 3086-138/0533F
t
1
modified or supplemented from time to time in accordance
with the terms thereof .
Participation Agreement - The Participation Agreement,
dated as of September 24, 1984, as amended, among Owner
Participant, Assignee and Assignor, as the same may be
amended, modified or supplemented from time to time in
accordance with the terms thereof .
Purchase Order - The [Purchase Order/Contract No.
dated between Assignor and Vendor attached
hereto as Exhibit A, providing, among other things, for the
sale of the Products by Vendor to Assignor, as the same may
be amended, modified or supplemented from time to time in
accordance with the terms thereof and hereof .
Products - The and other items
to be sold by Vendor to Assignor pursuant to the Purchase
Order, as more fully described therein.
Vendor - a corporation
with a place of business at and its
successors and permitted assigns .
11/15/84 3 3086-138/0533F
All other capitalized terms used herein without definition
shall have the respective meanings specified in the
Participation Agreement.
2. Assignor has sold, assigned, transferred and set over
and does hereby sell , assign, transfer and set over unto
Assignee all Assignor ' s rights and interests in and to the
Purchase Order, including, without limitation, in such
assignment (a) the right upon valid tender by Vendor to
purchase each Product pursuant to the terms and conditions of
the Purchase Order, and the right to take title to such Product
and to be named the "Buyer" in each bill of sale or other
document of title to be delivered by Vendor for such Product.
pursuant to the Purchase Order, (b) the right to change or
determine the Products or the specifications thereof, subject
only to the right of Assignor to approve or disapprove any such
change or determination, (c) all claims for damages in respect
of such Product arising as a result of any default by Vendor
under the Purchase Order, and (d) any and all rights of
Assignor to compel performance of the terms of the Purchase
Order in respect of any Product .
Assignee hereby accepts such sale, assignment, transfer and
set over subject to the terms hereof and acknowledges receipt
11/15/84 4 3086-138/0533F