HomeMy WebLinkAboutR-2004-124 2004 Unlimited & Limited Tax Obligation Refunding BondsCITY OF YAKIMA, WASHINGTON
RESOLUTION NO. R-2004-124
A RESOLUTION authorizing the execution and delivery of a contract
for purchase of the City's Unlimited Tax General Obligation
Refunding Bonds, 2004, in the aggregate principal amount of
$2,300,000 and Limited Tax General Obligation Refunding Bonds,
2004, in the aggregate principal amount of $4,175,000, fixing
certain terms of the bonds, and approving the form of the official
statement and insurance.
WHEREAS, the City of Yakima, Washington (the "City"), by Ordinance No. 2004-43
passed July 20, 2004 (the "Bond Ordinance"), authorized the issuance of the City's Unlimited
Tax General Obligation Refunding Bonds, 2004, in an amount not to exceed $2,400,000 and its
Limited Tax General Obligation Refunding Bonds, 2004, in an amount not to exceed
$4,300,000; and
WHEREAS, certain terms of the Bonds were to be determined by subsequent resolution
of the Council; and
WHEREAS, the Director of Finance and Budget of the City, as authorized by the Bond
Ordinance, has negotiated the sale of the City's Unlimited Tax General Obligation Refunding
Bonds, 2004 in the principal amount of $2,300,000 (the "UTGO Refunding Bonds") and the
City's Limited Tax General Obligation Refunding Bonds, 2004 in the principal amount of
$4,175,000 (the "LTGO Refunding Bonds," together with the UTGO Refunding Bonds, the
"Bonds"); and
WHEREAS, the Director of Finance and Budget recommends that the City accept the
offer to purchase the Bonds made by Seattle -Northwest Securities Corporation (the "Purchaser"),
which offer is set forth in the purchase agreement for the Bonds dated August 10, 2004 (the
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"Purchase Agreement"), a copy of which has been presented at this meeting and is on file with
the City Clerk;
NOW, THEREFORE, BE IT RESOLVED by the City of Yakima, Washington, as
follows:
Section 1. Definitions. Capitalized terms used herein and not otherwise defined shall
have the same meanings, respectively, in this resolution as such terms are given in Section 1 of
the Bond Ordinance.
Section 2. Acceptance of Offer. The Council hereby finds that the Purchase
Agreement is fair and reasonable and in the best interest of the City and that the Bonds shall be
sold to the Purchaser upon the terms and conditions set forth in the Purchase Agreement and
upon the basis of the representations therein set forth. The Council further finds that all
conditions precedent to or concurrent with the acceptance of the Purchase Agreement by the
Council have been met.
The Council hereby accepts the Purchase Agreement and authorizes and directs the
Director of Finance and Budget to execute the Purchase Agreement and deliver it to the
Purchaser.
The Bonds shall be issued and delivered to the Purchaser upon payment of the purchase
price specified in the Purchase Agreement, plus accrued interest from their date to the date of
their delivery.
Section 3. Terms, Schedule of Maturities and Interest Rates. The UTGO Refunding
Bonds shall be in the principal amount of $2,300,000 and designated the "City of Yakima
Unlimited Tax General Obligation Refunding Bonds, 2004" and the LTGO Refunding Bonds
shall be in the principal amount of $4,175,000 and designated the "City of Yakima Limited Tax
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General Obligation Refunding Bonds, 2004." The Bonds shall be dated as of September 1, 2004,
shall be fully registered as to both principal and interest, shall be in the denomination of $5,000
each or any integral multiple thereof, provided that no Bond shall represent more than one
maturity, shall be numbered separately in such manner and with any additional designation as the
Bond Registrar deems necessary for purposes of identification and control.
The UTGO Refunding Bonds shall bear interest payable on December 1, 2004 and
semiannual thereafter on the first days of June and December and shall mature on December 1 of
the following years in the following amounts and shall bear interest as follows:
Maturity Date
(December 1)
Principal Amount Interest Rate
2004 $ 35,000 2.00%
2005 30,000 2.00
2006 225,000 2.00
2007 230,000 2.25
2008 235,000 2.60
2009 215,000 2.85
2014 1,330,000 3.50
The LTGO Refunding Bonds shall bear interest payable on November 1, 2004 and
semiannual thereafter on the first days of May and November and shall mature on November 1
of the following years in the following amounts and shall bear interest as follows:
Maturity Date
(November 1)
Principal Amount Interest Rate
2004 $ 75,000 2.00%
2005 30,000 2.00
2006 35,000 2.00
2007 35,000 2.25
2008 280,000 2.60
2009 300,000 2.85
2010 295,000 3.75
2011 305,000 3.75
2012 320,000 3.75
2013 330,000 3.75
2014 340,000 3.75
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Maturity Date
(November 1)
Principal Amount Interest Rate
2015 355,000 3.80
2016 365,000 3.90
2017 380,000 4.00
2018 395,000 4.10
2019 335,000 4.20
Section 4. Redemption.
(a) Optional Redemption. The UTGO Refunding Bonds are not subject to
redemption prior to their stated maturity dates.
The City hereby reserves the right to redeem the outstanding LTGO Refunding Bonds
maturing on and after November 1, 2015, in whole or in part (maturities to be selected by the
City and randomly within a maturity in such manner as DTC or the Bond Registrar, as
appropriate, shall determine) on November 1, 2014, and on any date thereafter, at par, plus
accrued interest to the date of redemption.
(b) Mandatory Redemption. The UTGO Refunding Bonds maturing on December 1,
2014, (which shall be deemed to be Term Bonds), shall be redeemed prior to maturity by lot (or
paid at maturity), not later than December 1 in the years set forth below (to the extent such
UTGO Refunding Bonds have not been previously redeemed or purchased) and in the principal
amounts set forth below, without premium, together with the interest accrued to the date fixed
for redemption.
* Final Maturity
2014 Teem Bond
Year Amount
2010 $ 250,000
2011 255,000
2012 265,000
2013 275,000
2014* 285,000
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Section 5. Execution and Delivery of the Bonds. The proper officers of the Council
and the Director of Finance and Budget of the City are hereby authorized and directed to do all
things necessary or proper for the printing, execution and delivery of the Bonds to the Purchaser
in accordance with the terms of the Purchase Agreement and the Bond Ordinance, as well as this
resolution, and for the proper application and use of the proceeds of such sale.
Section 6. Official Statement; Use of Documents. The Director of Finance and
Budget is authorized and directed to execute and deliver to the Purchaser copies of an Official
Statement in substantially the form of the Preliminary Official Statement dated August 3, 2004;
provided, however, that the Director of Finance and Budget is authorized to supplement or
amend the Official Statement as the Director of Finance and Budget, with the approval of bond
counsel to the City, deems necessary or appropriate. The Council represents to the Purchaser
that the Preliminary Office Statement is "deemed final" by the City as of the date hereof within
the meaning of paragraph 17 C.F.R. § 240.15c2-12 promulgated by the Securities and Exchange
Commission ("Rule 15c2-12"), except for the omission of such information as may be permitted
by Rule 15c2-12. The Council approves and authorizes the use of such Official Statement
(including any such supplements and amendments thereto) in connection with the public offering
and sale of the Bonds by the Purchaser.
Section 7. Insurance.
(a) Acceptance of Insurance. In accordance with the offer of the Purchaser to
purchase the Bonds, the Council hereby approves the commitment of Ambac Assurance
Corporation (the "Insurer") to provide bond insurance policies guaranteeing the payment when
due of principal of and interest on the Bonds (the "Bond Insurance Policies"). The Council
further authorizes and directs all proper officers, agents, attorneys and employees of the City to
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cooperate with the Insurer in preparing such additional agreements, certificates, and other
documentation on behalf of the City as shall be necessary or advisable in providing for the Bond
Insurance Policies.
(b) Payments Under the Bond Insurance Policies. As long as the Bond
Insurance Policies shall be in full force and effect, the City and the Bond Registrar agree to
comply with the following provisions:
(1) If, at least one day prior to an interest payment date, the City or the
Bond Registrar determines that there will be insufficient funds in the UTGO Bond Account and
the LTGO Bond Account to pay the pnncipal of or interest on the UTGO Refunding Bonds and
the LTGO Refunding Bonds, respectively, on such interest payment date, the City or the Bond
Registrar shall so notify the Insurer. Such notice shall specify the amount of the anticipated
deficiency, the Bonds to which such deficiency is applicable and whether such Bonds will be
deficient as to principal or interest, or both. If the City or the Bond Registrar has not so notified
the Insurer at least one day prior to an interest payment date, the Insurer will make payments of
principal or interest due on the Bonds on or before the first business day next following the date
on which the Insurer shall have received notice of nonpayment from the City or the Bond
Registrar.
(2) The City or the Bond Registrar shall, after giving notice to the
Insurer as provided in subsection (1) above, make available to the Insurer and, at the Insurer's
direction, to The Bank of New York, as insurance trustee for the Insurer or any successor
insurance trustee (the "Insurance Trustee"), the registration books of the City maintained by the
Bond Registrar, and all records relating to the UTGO Bond Account and the LTGO Bond
Account maintained under the Bond Ordinance and this resolution.
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(3) The City or the Bond Registrar shall provide the Insurer and the
Insurance Trustee with a list of registered owners of Bonds entitled to receive principal or
interest payments from the Insurer under the terms of the Bond Insurance Policies, and shall
make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered
owners of Bonds entitled to receive full or partial interest payments from the Insurer, and (ii) to
pay principal on Bonds surrendered to the Insurance Trustee by the registered owners of Bonds
entitled to receive full or partial principal payments from the Insurer.
(4) The City or the Bond Registrar shall, at the time it provides notice
to the Insurer pursuant to subsection (1) above, notify registered owners of Bonds entitled to
receive the payment of principal or interest thereon from the Insurer (i) as to the fact of such
entitlement, (ii) that the Insurer will remit to them all or a part of the interest payments next
coming due upon proof of bondholder entitlement to interest payments and delivery to the
Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of
the registered owner's right to payment, (iii) that should they be entitled to receive full payment
of principal from the Insurer, they must surrender their Bonds (along with an appropriate
instrument of assignment satisfactory to the Insurance Trustee to permit ownership of such
Bonds to be registered in the name of the Insurer) for payment to the Insurance Trustee, and not
the Bond Registrar, and (iv) that should they be entitled to receive partial payment of principal
from the Insurer, they must surrender their Bonds for payment thereon first to the Bond
Registrar, who shall note on such Bonds the portion of the principal paid by the Bond Registrar,
and then, along with an appropriate instrument of assignment satisfactory to the Insurance
Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal.
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(5) In the event that the Bond Registrar has notice that any payment of
principal of or interest on a Bond which has become due for payment and which is made to a
bondholder by or on behalf of the City has been deemed a preferential transfer and theretofore
recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee
in bankruptcy in accordance with the final, nonappealable order of a court having competent
jurisdiction, the Bond Registrar shall, at the time the Insurer is notified pursuant to subsection (1)
above, notify all registered owners that in the event that any registered owner's payment is so
recovered, such registered owner will be entitled to payment from the Insurer to the extent of
such recovery if sufficient funds are not otherwise available, and the Bond Registrar shall furnish
to the Insurer its records evidencing the payments of principal of and interest on the Bonds which
have been made by the Bond Registrar and subsequently recovered from registered owners and
the dates on which such payments were made.
(6) In addition to those rights granted the Insurer under the Bond
Ordinance and this resolution, the Insurer shall, to the extent it makes payment of principal of or
interest on Bonds, become subrogated to the rights of the recipients of such payments in
accordance with the terns of the Bond Insurance Policies, and to evidence such subrogation
(i) in the case of subrogation as to claims for past due interest, the Bond Registrar shall note the
Insurer's rights as subrogee on the registration books of the City maintained by the Bond
Registrar upon receipt from the Insurer of proof of the payment of interest thereon to the
registered owners of the Bonds, and (ii) in the case of subrogation as to claims for past due
principal, the Bond Registrar shall note the Insurer's rights as subrogee on the registration books
of the City maintained by the Bond Registrar upon surrender of the Bonds by the registered
owners thereof together with proof of the payment of principal thereof.
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(7) While the Bond Insurance Policies are in effect, the City shall
furnish to the Insurer:
(a) as soon as practicable after the filing thereof, a copy of any
financial statement and a copy of any audit and annual report of the City at no cost to the Insurer;
(b) a copy of any notice to be given to the registered owners of
the Bonds, including, without limitation, notice of any redemption of or defeasance of Bonds,
and any certificate rendered pursuant to the Bond Ordinance or this resolution relating to the
security for the Bonds at no cost to the Insurer; and
(c) such additional information it may reasonably request.
(8) The City shall notify the Insurer of any failure of the City to
provide relevant notices and certificates.
(9)
The City will permit the Insurer to discuss the affairs, finances and
accounts of the City or any information the Insurer may reasonably request regarding the secunty
for the Bonds with appropriate officers of the City. The City will permit the Insurer to have
access to and to make copies of all books and records relating to the Bonds at any reasonable
time.
(10) The Insurer shall have the right to direct an accounting at the
City's expense, and the City's failure to comply with such direction within 30 days after receipt
of written notice of the direction from the Insurer shall be deemed a default hereunder; provided,
however, that if compliance cannot occur within such period, then such period will be extended
so long as compliance is begun within such period and diligently pursued, but only if such
extension would not materially adversely affect the interests of any registered owner of the
Bonds.
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(11) Notwithstanding any other provision of the Bond Ordinance or this
resolution, the City shall immediately notify the Insurer if at any time there are insufficient
moneys to make any payments of principal and/or interest as required and immediately upon the
occurrence of any event of default hereunder.
(c) Rights of Insurer.
(1) Any provision of the Bond Ordinance or this resolution expressly
recognizing or granting rights in or to the Insurer may not be amended in any manner which
affects the rights of the Insurer without the prior written consent of the Insurer.
(2) Unless otherwise provided in this section, the Insurer's consent
shall be required in addition to bondholder consent, when required, for the following purposes:
(i) execution and delivery of any amendment, supplement or change to or modification of the
Bond Ordinance or this resolution; (ii) removal of the Bond Registrar and selection and
appointment of any successor Bond Registrar other than a successor state fiscal agent; and
(iii) any initiation or approval of any action not described in (i) or (ii) above which requires
bondholder consent.
(3) Any reorganization or liquidation plan with respect to the City
must be acceptable to the Insurer. In the event of any reorganization or liquidation, the Insurer
shall have the right to vote on behalf of all Bond holders who hold Ambac Assurance -insured
Bonds absent a default by the Insurer under the Bond Insurance Policies.
(4) Anything in the Bond Ordinance or this resolution to the contrary
notwithstanding, upon the occurrence and continuance of an event of default as defined herein,
the Insurer shall be entitled to control and direct the enforcement of all rights and remedies
granted to the Bond holders or the Bond Registrar for the benefit of the Bond holders.
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(5) Notwithstanding anything herein to the contrary, in the event that
the principal and/or interest due on the Bonds shall be paid by the Insurer pursuant to the Bond
Insurance Policies, the Bonds shall remain outstanding for all purposes, not be defeased or
otherwise satisfied and not be considered paid by the City and all covenants, agreements and
other obligations of the City to the registered owners shall continue to exist and shall run to the
benefit of the Insurer, and the Insurer shall be subrogated to the rights of such registered owners.
(6) To the extent that the Bond Ordinance or this resolution confers
upon or gives or grants to the Insurer any right, remedy or claim under or by reason of the Bond
Ordinance or this resolution, the Insurer is hereby explicitly recognized as being a third -party
beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or
granted hereunder.
Section 8. Ratification of Past Acts. All actions and proceedings heretofore taken by
the officers, agents, attorneys and employees of the City in connection with the issuance and sale
of the Bonds are hereby ratified, approved and confirmed.
Section 9. Effective Date. This resolution shall be in effect from and after its
adoption in accordance with law.
ADOPTED at a special meeting of the City Council of the City of Yakima, Washington,
this 10th day of August, 2004.
ATTEST:
City Clerk
CITY OF YAKIMA,W HINGTON
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aul P. George, Mayor
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APPROVED AS TO FORM:
City Attorney
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CERTIFICATE
T_, the undersigned, Clerk of the City of Yakima, Washington (the "City"), and keeper of
the records of the City Council (the "Council"), DO HEREBY CERTIFY:
1. That the attached Resolution No. R-2004-124 is a true and correct copy of a
resolution of the City Council, as finally adopted at a special meeting of the Council held on the
10th day of August, 2004, and duly recorded in my office.
2. That said meeting was duly convened and held in all respects in accordance with
law, and to the extent required by law, 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 Council voted in the proper manner for the passage of said Resolution; that all other
requirements and proceedings incident to the proper adoption of said Resolution have been fully
fulfilled, carried out and otherwise observed; and that I am authorized to execute this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of August, 2004.
(SEAL)
City Clerk
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No.
For Meeting Of 8/10/2004
ITEM TITLE: A Resolution authorizing the execution and delivery of a contract for purchase of
the City's (a) 2004 Unlimited Tax General Obligation (UTGO) Refunding Bonds in the
aggregate amount of $2.3 million* and (b) 2004 Limited Tax General Obligation (LTGO)
Refunding Bonds in the amount of $4.2 million* and approving the form of the Official
Statement and Insurance and ratifying certain acts and proceedings. (* amounts are subject to
change based on market conditions on the date of sale)
SUBMITTED BY: Finance Department
CONTACT PERSON/TELEPHONE: Tim Jensen, Treasury Services Officer, #575-60
Rita Anson, Finance Director, #575-607&cm
SUMMARY EXPLANATION:
The low interest rate environment has presented the City of Yakima with an opportunity to
refund two outstanding bond issues; the 1995 UTGOs were originally issued for 3.7 million to
fund a new fire station, and the 1996 LTGOs were originally issued for 6.0 million to fund
phase 2 of the Convention Center expansion.
On July 20th, the Council passed Ordinance 2004-43 authorizing staff to take all steps
necessary to accomplish these refundings. Since that time Staff has prepared a Preliminary
Official Statement, held a credit rating review with Standard and Poor's and reviewed
preliminary debt service numbers on the refunding. (The results of the credit rating review had not
been received as of the time of this printing.)
Continued...
Resolution X Ordinance_ Other (Specify) Draft Purchase offer and Preliminary Official
Statement Contract Mail to (name and address):
Phone
Funding Source
APPROVED FOR SUBMITTAL: A .
City Manager
STAFF RECOMMENDATION: Adopt Final Resolution (will be submitted at the Council Meeting)
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION:
Legal/BD
rev. effective 7/21/92
Based on recent market conditions, staff anticipates achieving a present value savings of
approximately $238,000 for the two issues, combined, with total interest rates of approximately
3.79% and 4.18% for the UTGO and the LTGO bonds, respectively. Note: we pian to sell
both of these bond issues on Monday, August 9, 2004. However, we will sell bonds only if
market conditions on the sale date make it economically feasible to do so (i.e.: we have the
ability to offer either bond issue separately or both bond issues — or neither; and will do so, depending
on market conditions on date of sale).
Enclosed are draft documents for your review; they include:
• Draft Sale Resolution (Blank as to final terms)
• Draft Purchase Offer (Blank as to final terms)
• Draft Amortization schedules for both issues
• Preliminary Official Statement (as submitted to the rating agency, insurance agencies and potential
investors.)
Note: We will not have final documents until after pricing is completed and the underwriters
have made a formal purchase offer on Monday, August 9, 2004. Therefore, the final
documents will be provided to Council at the Council meeting scheduled for 8:30 am on
Tuesday, August 10, 2004, in Council Chambers.
Legal/BD
rev. effective 7/21/92