HomeMy WebLinkAbout2009-034 LTGO Bonds (Capitol Theatre) - Limited Tax General Obligation Bonds CITY OF YAKIMA, WASHINGTON
LIMITED TAX GENERAL OBLIGATION BONDS, SERIES 2009
ORDINANCE NO 2009 -34
AN ORDINANCE OF THE CITY OF YAKIMA, WASHINGTON,
PROVIDING FOR THE ISSUANCE OF ONE OR MORE
SERIES OF LIMITED TAX GENERAL OBLIGATION BONDS
OF THE CITY IN THE PRINCIPAL AMOUNT OF NOT TO
EXCEED $8,000,000 TO FINANCE THE EXPANSION,
IMPROVEMENT AND REHABILITATION OF THE CAPITOL
THEATRE, PROVIDING THE FORM AND TERMS OF THE
BONDS, DELEGATING THE AUTHORITY TO APPROVE
THE FINAL TERMS OF THE BONDS, AND REPEALING
ORDINANCE NO 2009 -27
APPROVED ON JULY 7, 2009
PREPARED BY
K &L GATES LLP
Seattle, Washington
CITY OF YAKIMA
ORDINANCE NO 2009 -34
TABLE OF CONTENTS*
Page
SECTION 1 Definitions and Interpretation of Terms 4
SECTION 2. Repeal of Ordinance No 2009 -27 7
SECTION 3 Findings and Authonzation of Project 8
SECTION 4 Authorization of Bonds and Bond Details 8
SECTION 5 Registration, Exchange and Payments 9
SECTION 6 Redemption and Purchase 14
SECTION 7 Form of the Bonds 17
SECTION 8 Execution of the Bonds 20
SECTION 9 Application of Proceeds 21
SECTION 10 Tax Covenant. 22
SECTION 11 Creation of Debt Service Fund and Provision for Tax Levy Payments 22
SECTION 12. Defeasance 23
SECTION 13 Sale of the Bonds, Official Statement 24
SECTION 14 Bond Insurance 26
SECTION 15 Undertaking to Provide Ongoing Disclosure 27
SECTION 16 Lost or Destroyed Bonds 30
SECTION 17 General Authonzation, Ratification of Prior Acts 31
SECTION 18 Severability 31
SECTION 19 Effective Date 31
* This Table of Contents is provided for convenience only and is not a part of this ordinance.
-1- P:120358 DG120358 0K7 07/08/09
ORDINANCE NO 2009 -34
AN ORDINANCE OF THE CITY OF YAIUMA, WASHINGTON,
PROVIDING FOR THE ISSUANCE OF ONE OR MORE
SERIES OF LIMITED TAX GENERAL OBLIGATION BONDS
OF THE CITY IN THE PRINCIPAL AMOUNT OF NOT TO
EXCEED $8,000,000 TO FINANCE THE EXPANSION,
IMPROVEMENT AND REHABILITATION OF THE CAPITOL
THEATRE, PROVIDING THE FORM AND TERMS OF THE
BONDS, DELEGATING THE AUTHORITY TO APPROVE
THE FINAL TERMS OF THE BONDS, AND REPEALING
ORDINANCE NO 2009 -27
WHEREAS, the City of Yakima, Washington (the "City "), currently owns and operates
the Capitol Theatre, a performing arts and special events center with two thousand or fewer
permanent seats, ongmally built in 1920, and
WHEREAS, the City desires to expand, rehabilitate and improve the Capitol Theatre,
which may include expanding the Theatre to adjacent property (the "Project "), and
WHEREAS, pursuant to chapter 35 57 RCW (the "Act ") and an Interlocal Agreement
dated July 25, 2001 (the "Interlocal Agreement "), the City and the Cities of Selah and
Union Gap, Washington (the "Cities "), created the Yaluma Regional Public Facilities Distnct
(the "District "), and
WHEREAS, the District is authorized by the Act and the Interlocal Agreement to
acquire, construct, own, remodel, maintain, reequip, repair, finance and operate one or more
"regional centers" as defined in RCW 35 51 020, including, but not limited to, convention,
conference or special event centers, or any combination of such facilities, with associated
parking; and
WHEREAS, the Capitol Theatre, as expanded, rehabilitated and improved by the Project,
will serve as a "regional center" under RCW 35 57 030, benefiting the region including residents
of the Cities, by stimulating economic development, creating jobs, realizing additional sales and
lodging tax revenues, attracting commercial business and tourism, and providing facilities for
special events and community events including artistic, musical, theatrical and other cultural
exhibitions, presentations and performances, and
WHEREAS, construction of the Project commenced on June 30, 2008, in satisfaction of
the requirement of RCW 82 14 485(1) that rehabilitation of an existing regional center be
commenced prior to January 1, 2009; and
WHEREAS, the District, as authonzed by RCW 82 14 485, imposed a 0 025% sales and
use tax (the "Sales Tax "), effective January 1, 2008, to assist in financing the design,
development, acquisition, construction, operation, rehabilitation, improvement and management
of the Capitol Theatre; and
WHEREAS, the Sales Tax operates to shift 0 025% of the retail sales and use taxes
generated within the District boundaries to the District; and
WHEREAS, the Act and RCW 82.14 485(4) require a local match of 33% of the amount
of the Sales Tax collected in order for the District to impose the Sales Tax and, accordingly, the
City will transfer a leasehold interest in the Capitol Theatre to the District in satisfaction of this
match requirement; and
WHEREAS, on July 1, 2008 the City Council approved an mterfund loan (the "Interfund
Loan ") to the Capitol Theatre Construction Fund in the amount of $500,000 to provide interim
financing for the Project, and
WHEREAS, the City Council passed Ordinance No. 97 -29 on May 6, 1997, as amended,
establishing a line of credit with KeyBank National Association which is evidenced by the City's
Limited Tax General Obligation Bond, 1997 (KeyBank Line of Credit) (the "Line of Credit "),
and
-2- P:120358 DG 120358 0KF 07/08/09
WHEREAS, the City Council adopted Resolution R2009 -82 authorizing one or more
draws on the Line of Credit in the aggregate principal amount of not to exceed $4,500,000 for
the purpose of providing interim financing for costs of the Project; and
WHEREAS, on June 16, 2009, the City Council adopted Ordinance No 2009 -27, which
authonzed the issuance and sale of limited tax general obligation bonds of the City for the
purpose of financing costs of the Project; and
WHEREAS, the bonds authorized in Ordinance No 2009 -27 were to be issued on a tax -
exempt basis, and
WHEREAS, to provide additional flexibility with regard to the structure of the bonds, the
City now desires to repeal Ordinance No 2009 -27 and to reauthorize the issuance of one or more
series of limited tax general obligation bonds in the aggregate principal amount of not to exceed
$8,000,000 (the "Bonds "), and
WHEREAS, such Bonds may be issued as tax- exempt or as taxable "Build America
Bonds" as authorized under the American Recovery and Reinvestment Act of 2009; and
WHEREAS, proceeds of the Bonds will be used to finance the Project and repay the
Interfund Loan and draws on the Line of Credit, in consideration of the District's pledge of all
Sales Tax receipts to the City to pay debt service on the bonds and other Project costs, and
WHEREAS, the City further desires to contribute lodging taxes to the payment of the
Bonds in an amount, if any, determined annually by the City Council, and the City will
contribute revenues to the payment of the Bonds in the event of a Sales Tax shortfall,
NOW, THEREFORE, BE IT ORDAINED BY the City of Yakima, Washington, as
follows
-3- P:120358 DG120358 0KF 07/08/09
SECTION 1 Definitions and Interpretation of Terms. As used in this ordinance, the
following words shall have the following meanings, unless a different meaning clearly appears
from the context.
Bond Insurance Policy means the municipal bond insurance policy, if any, issued by the
Insurer insuring the payment when due of the principal of and interest on all or a portion of the
Bonds as provided therein.
Bond Purchase Contract means the contract for the purchase of the Bonds between the
Underwriter and City, executed pursuant to Section 12 of this ordinance.
Bond Register means the registration books showing the name, address and tax
identification number of each Registered Owner of the Bonds, maintained pursuant to
Section 149(a) of the Code.
Bond Registrar means, initially, the fiscal agency of the State of Washington, for the
purposes of registering and authenticating the Bonds, maintaimng the Bond Register, effecting
transfer of ownership of the Bonds and paying interest on and principal of the Bonds
Bonds mean the not to exceed $8,000,000 aggregate principal amount of the City of
Yakima, Washington, Limited Tax General Obligation Bonds, Series 2009[ ] [Taxable], issued
in one or more series pursuant to this ordinance. Each series of Bonds may be issued on a tax -
exempt or a taxable basis as provided in Section 13 of this ordinance.
CEDE & Co means the nominee of The Depository Trust Company
City means the City of Yakima, Washington, a municipal corporation duly organized and
existing under and by virtue of the Constitution and laws of the State of Washington.
City Council means the legislative authority of the City as the same shall be duly and
regularly constituted from time to time.
-4- P:'t20358 DGt20358 0KF 07/08/09
Code means the Internal Revenue Code of 1986, as amended, and shall include all
applicable regulations and rulings relating thereto
Commission means the Secunties and Exchange Commission.
Debt Service Fund means the "LTGO Debt Service Fund, 2009 (Capitol Theatre
Project)" authonzed to be created by Section 11
Designated Representative means the City Manager or the Director of Finance and
Budget of the City and any successor to the functions of such office.
Development Agreement means the Design, Development, Construction and Financing
Agreement between the City and the Distnct for the design, development, rehabilitation,
operations and improvement of the Capitol Theatre
District means the Yakima Regional Public Facilities Distnct, a public facilities district
created by the City and the Cities of Selah and Union Gap
DTC means The Depository Trust Company of New York, as depository for the Bonds,
or any successor or substitute depository for the Bonds.
Federal Tax Certificate means the certificate executed by the Director of Finance and
Budget or her designee for maintaining the treatment of interest on the Bonds, as applicable
Government Obligations means those obligations now or hereafter defined as such in
chapter 39 53 RCW, as such chapter may be hereafter amended or restated.
Hotel/Motel Taxes mean hotel/motel taxes levied pursuant to chapter 67.28 RCW
Insurer means the municipal bond insurance company, if any, selected and designated by
the Designated Representative, pursuant to Section 14 of this ordinance, or any successor thereto
or assignee thereof, as issuer of a Bond Insurance Policy for all or a portion of one or more series
of Bonds
-5- P \20358 DG\20358 OKF 07 /08/09
Interfund Loan means the loan from the City to the Capitol Theatre Construction Fund
as authorized by Resolution R- 2008 -104 of the City
Letter of Representations means the Blanket Letter of Representations from the City to
DTC
Line of Credit means the line of credit established by the City Council pursuant to
Ordinance No 97 -29 adopted on May 6, 1997, as amended, which is evidenced by the City' s
Limited Tax General Obligation Bond, 1997 (KeyBank Line of Credit)
MSRB means the Municipal Securities Rulemaking Board or any successors to its
functions. Until otherwise designated by the MSRB or the Commission, any information or
notices submitted to the MSRB in compliance with the Rule are to be submitted through the
MSRB's Electronic Municipal Market Access system ( "EMMA "), currently located at
www emma.msrb org.
Project means the expansion, rehabilitation and improvement of the Capitol Theatre, as
further described in Section 3 of this ordinance.
Registered Owner means the person in whose name a Bond is registered on the Bond
Register For so long as the City utilizes the book -entry system for the Bonds, DTC shall be
deemed to be the Registered Owner
Rule means the Commission's Rule 15c2 -12 under the Securities Exchange Act of 1934,
as the same may be amended from time to time.
Sales Tax means sales and use tax imposed by the District pursuant to RCW 82 14 485,
effective January 1, 2008
Taxable Bonds means any Bonds determined to be issued on a taxable basis, including
any Build America Bonds, pursuant to Section 13 of this ordinance.
-6- P 120358 DG120358 0KF 07/08/09
Tax- Exempt Bonds means any Bonds determined to be issued on a tax- exempt basis
pursuant to Section 13 of this ordinance
Underwriter means Seattle - Northwest Securities Corporation, Seattle, Washington.
Interpretation. In this ordinance, unless the context otherwise requires
(a) The terms "hereby," "hereof," "hereto," "herein, "hereunder" and any similar
terms, as used in this ordinance, refer to this ordinance as a whole and not to any particular
article, section, subdivision or clause hereof, and the term "hereafter" shall mean after, and the
term "heretofore" shall mean before, the date of this ordinance,
(b) Words of the masculine gender shall mean and include correlative words of the
feminine and neuter genders and words importing the singular number shall mean and include
the plural number and vice versa,
(c) Words importing persons shall include firms, associations, partnerships (including
limited partnerships), trusts, corporations and other legal entities, including public bodies, as well
as natural persons,
(d) Any headings preceding the text of the several articles and Sections of this
ordinance, and any table of contents or marginal notes appended to copies hereof, shall be solely
for convenience of reference and shall not constitute a part of this ordinance, nor shall they affect
its meaning, construction or effect; and
(e) All references herein to "articles," "sections" and other subdivisions or clauses are
to the corresponding articles, sections, subdivisions or clauses hereof.
SECTION 2. Repeal of Ordinance No. 2009 -27 The City hereby repeals Ordinance
No 2009 -27 in its entirety
-7- P 120358 DG120358 0KF 07/08/09
SECTION 3 Findings and Authorization of Project. The City Council hereby finds that
it is in the public interest for the City to undertake the expansion, rehabilitation and improvement
of the Capitol Theatre (the "Project ") pursuant to the terms of the Development Agreement. The
cost of the Project will be financed in part from the proceeds of sale of the Bonds. If the City
Council shall determine that it has become impractical to acquire any portion of the Project by
reason of changed conditions, the City shall not be required to acquire such portions of the
Project. If all of the Project has been acquired or constructed or duly provided for, or found to be
impractical, the City Council may apply the Bond proceeds or any portion thereof to the
redemption of the Bonds or to other capital purposes as the City Council, in its discretion, shall
determine
SECTION 4 Authonzation of Bonds and Bond Details. The City is hereby authorized
to issue and sell one or more series of Bonds in the aggregate pnncipal amount of not to exceed
$8,000,000 to provide funds to finance and reimburse costs of the Project, to repay draws on the
Line of Credit and /or the Interfund Loan made by the City to provide interim financing for the
Project, and to pay all costs incidental thereto and to the issuance of the Bonds. The Bonds shall
be general obligations of the City; shall be designated "City of Yakima, Washington, Limited
Tax General Obligation Bonds, Series 2009 ", with any additional series designation, if
necessary, and with any additional designation of "Taxable" for any series of Taxable Bonds. At
the written direction of the Designated Representative, the Registrar shall designate a particular
principal amount of Bonds as a series. A series of Bonds shall be identified by the year of issue
and sequential letters (e.g. Series 2009A, Series 2009B) Upon such designation, such Bonds
shall be a series for the purposes of this ordinance, unless and until consolidated or changed to
another series designation by written direction of the Designated Representative. The Bonds of
-8- 1 \ 20358 0KF 07/08/09
each senes shall be dated as of their initial date of delivery; shall be fully registered as to both
pnncipal and interest; shall be in the denomination of $5,000 each, or any integral multiple
thereof within a series and maturity, provided that no Bond shall represent more than one series
and maturity; shall be numbered separately in such manner and with any additional designation
as the Bond Registrar deems necessary for purposes of identification, shall bear interest from
their date, payable semiannually on the interest payment dates set forth in the Bond Purchase
Contract; and shall mature in the years and in the pnncipal amounts as set forth and approved in
the Bond Purchase Contract executed by the Designated Representative pursuant to Section 13 of
this ordinance
SECTION 5 Registration, Exchange and Payments.
(a) Bond Registrar /Bond Register The City hereby specifies and adopts the system
of registration approved by the Washington State Finance Committee from time to time through
the appointment of state fiscal agencies. The City shall cause a bond register to be maintained by
the Bond Registrar So long as any Bonds remain outstanding, the Bond Registrar shall make all
necessary provisions to permit the exchange or registration or transfer of Bonds at its principal
corporate trust office. The Bond Registrar may be removed at any time at the option of the
Director of Finance and Budget upon prior notice to the Bond Registrar and a successor Bond
Registrar appointed by the Director of Finance and Budget. No resignation or removal of the
Bond Registrar shall be effective until a successor shall have been appointed and until the
successor Bond Registrar shall have accepted the duties of the Bond Registrar hereunder The
Bond Registrar is authorized, on behalf of the City, to authenticate and deliver Bonds transferred
or exchanged in accordance with the provisions of such Bonds and this ordinance and to carry
-9- N20358 DG120358 0KF 07/08/09
out all of the Bond Registrar's powers and duties under this ordinance. The Bond Registrar shall
be responsible for its representations contained in the Certificate of Authentication of the Bonds.
(b) Registered Ownership The City and the Bond Registrar, each in its discretion,
may deem and treat the Registered Owner of each Bond as the absolute owner thereof for all
purposes (except as provided in Section 15 of this ordinance), and neither the City nor the Bond
Registrar shall be affected by any notice to the contrary Payment of any such Bond shall be
made only as described in Section 5(h) hereof, but such Bond may be transferred as herein
provided. All such payments made as described in Section 5(h) shall be valid and shall satisfy
and discharge the liability of the City upon such Bond to the extent of the amount or amounts so
paid.
(c) DTC Acceptance /Letters of Representations The Bonds initially shall be held in
fully immobilized form by DTC acting as depository To induce DTC to accept the Bonds as
eligible for deposit at DTC, the City has executed and delivered to DTC a Blanket Issuer Letter
of Representations. Neither the City nor the Bond Registrar will have any responsibility or
obligation to DTC participants or the persons for whom they act as nominees (or any successor
depository) with respect to the Bonds in respect of the accuracy of any records maintained by
DTC (or any successor depository) or any DTC participant, the payment by DTC (or any
successor depository) or any DTC participant of any amount in respect of the principal of or
interest on Bonds, any notice which is permitted or required to be given to Registered Owners
under this ordinance (except such notices as shall be required to be given by the City to the Bond
Registrar or to DTC (or any successor depository)), or any consent given or other action taken by
DTC (or any successor depository) as the Registered Owner For so long as any Bonds are held
in fully- immobilized form hereunder, DTC or its successor depository shall be deemed to be the
-10- P \20358 DG120358 0KF 07/08/09
Registered Owner for all purposes hereunder, and all references herein to the Registered Owners
shall mean DTC (or any successor depository) or its nominee and shall not mean the owners of
any beneficial interest in such Bonds.
If any Bond shall be duly presented for payment and funds have not been duly provided
by the City on such applicable date, then interest shall continue to accrue thereafter on the unpaid
principal thereof at the rate stated on such Bond until it is paid.
(d) Use of Depository
(1) The Bonds shall be registered initially in the name of "Cede & Co ", as
nominee of DTC, with one Bond maturing on each of the matunty dates for the Bonds in a
denomination corresponding to the total principal therein designated to mature on such date.
Registered ownership of such immobilized Bonds, or any portions thereof, may not thereafter be
transferred except (A) to any successor of DTC or its nominee, provided that any such successor
shall be qualified under any applicable laws to provide the service proposed to be provided by it,
(B) to any substitute depository appointed by the Director of Finance and Budget pursuant to
subsection (2) below or such substitute depository's successor; or (C) to any person as provided
in subsection (4) below
(2) Upon the resignation of DTC or its successor (or any substitute depository
or its successor) from its functions as depository or a determination by the Director of Finance
and Budget to discontinue the system of book entry transfers through DTC or its successor (or
any substitute depository or its successor), the Director of Finance and Budget may hereafter
appoint a substitute depository Any such substitute depository shall be qualified under any
applicable laws to provide the services proposed to be provided by it.
-1 1- P120358 00120358_01<F 07/08/09
(3) In the case of any transfer pursuant to clause (A) or (B) of subsection (1)
above, the Bond Registrar shall, upon receipt of all outstanding Bonds, together with a written
request on behalf of the Director of Finance and Budget, issue a single new Bond for each series
and maturity then outstanding, registered in the name of such successor or such substitute
depository, or their nominees, as the case may be, all as specified in such wntten request of the
Director of Finance and Budget.
(4) In the event that (A) DTC or its successor (or substitute depository or its
successor) resigns from its functions as depository, and no substitute depository can be obtained,
or (B) the Director of Finance and Budget determines that it is in the best interest of the
beneficial owners of the Bonds that such owners be able to obtain such bonds in the form of
Bond certificates, the ownership of such Bonds may then be transferred to any person or entity as
herein provided, and shall no longer be held in fully - immobilized form. The Director of Finance
and Budget shall deliver a written request to the Bond Registrar, together with a supply of
definitive Bonds, to issue Bonds as herein provided in any authorized denomination. Upon
receipt by the Bond Registrar of all then outstanding Bonds together with a written request on
behalf of the Director of Finance and Budget to the Bond Registrar, new Bonds shall be issued in
the appropnate denominations and registered in the names of such persons as are requested in
such written request.
(e) Registration of Transfer of Ownership or Exchange, Change in Denominations
The transfer of any Bond may be registered and Bonds may be exchanged, but no transfer of any
such Bond shall be valid unless it is surrendered to the Bond Registrar with the assignment form
appearing on such Bond duly executed by the Registered Owner or such Registered Owner's
duly authorized agent in a manner satisfactory to the Bond Registrar Upon such surrender, the
-12- P \20358 DG 20358 0KF 07/08 /09
Bond Registrar shall cancel the surrendered Bond and shall authenticate and deliver, without
charge to the Registered Owner or transferee therefor, a new Bond (or Bonds at the option of the
new Registered Owner) of the same date, senes, maturity and interest rate and for the same
aggregate principal amount in any authorized denomination, naming as Registered Owner the
person or persons listed as the assignee on the assignment form appearing on the surrendered
Bond, in exchange for such surrendered and cancelled Bond. Any Bond may be surrendered to
the Bond Registrar and exchanged, without charge, for an equal aggregate principal amount of
Bonds of the same date, series, maturity and interest rate, in any authonzed denomination. The
Bond Registrar shall not be obligated to register the transfer or to exchange any Bond dunng the
15 days preceding any interest payment or principal payment date any such Bond is to be
redeemed.
(0 Bond Registrar's Ownership of Bonds The Bond Registrar may become the
Registered Owner of any Bond with the same nghts it would have if it were not the Bond
Registrar, and to the extent permitted by law, may act as depository for and permit any of its
officers or directors to act as member of, or in any other capacity with respect to, any committee
formed to protect the right of the Registered Owners of Bonds.
(g) Registration Covenant The City covenants that, until all Bonds have been
surrendered and canceled, it will maintain a system for recording the ownership of each Bond
that complies with the provisions of Section 149 of the Code.
(h) Place and Medium of Payment Both principal of and interest on the Bonds shall
be payable in lawful money of the United States of Amenca. Interest on the Bonds shall be
calculated on the basis of a year of 360 days and twelve 30 -day months. For so long as all Bonds
are in fully immobilized form, payments of principal and interest thereon shall be made as
-13- P 120358 DG\20358 0KF 07108/09
provided in accordance with the operational arrangements of DTC referred to in the Letter of
Representations. In the event that the Bonds are no longer in fully immobilized form, interest on
the Bonds shall be paid by check or draft mailed to the Registered Owners at the addresses for
such Registered Owners appearing on the Bond Register on the fifteenth day of the month
preceding the interest payment date, or upon the written request of a Registered Owner of more
than $1,000,000 of Bonds (received by the Bond Registrar at least 15 days prior to the applicable
payment date), such payment shall be made by the Bond Registrar by wire transfer to the account
within the continental United States designated by the Registered Owner Principal of the Bonds
shall be payable upon presentation and surrender of such Bonds by the Registered Owners at the
principal office of the Bond Registrar
SECTION 6 Redemption and Purchase.
(a) Mandatory Redemption of Term Bonds and Optional Redemption, if any The
Bonds may be called for redemption at any time prior to scheduled maturity under terms
approved by the Designated Representative in the Bond Purchase Contract pursuant to
Section 13 of this ordinance.
(b) Purchase of Bonds The City reserves the right to purchase any of the Bonds
offered to it at any time at a price deemed reasonable by the Director of Finance and Budget.
(c) Selection of Bonds for Redemption For as long as the Bonds are held in
book -entry only form, the selection of particular Bonds within a matunty to be redeemed shall be
made in accordance with the operational arrangements then in effect at DTC If the Bonds are no
longer held in uncertificated form, the selection of such Bonds to be redeemed and the surrender
and reissuance thereof, as applicable, shall be made as provided in the following provisions of
this subsection (c). If the City redeems at any one time fewer than all of the Bonds of a series
-14- P\20358_M20358 0KF 07/0809
having the same maturity date, the particular Bonds or portions of Bonds of such serves and
matunty to be redeemed shall be selected by lot (or in such manner determined by the Bond
Registrar) in increments of $5,000 In the case of a Bond of a denomination greater than $5,000,
the City and the Bond Registrar shall treat each Bond as representing such number of separate
Bonds each of the denomination of $5,000 as is obtained by dividing the actual principal amount
of such Bond by $5,000 In the event that only a portion of the principal sum of a Bond is
redeemed, upon surrender of such Bond at the principal office of the Bond Registrar there shall
be issued to the Registered Owner, without charge therefor, for the then unredeemed balance of
the principal sum thereof, at the option of the Registered Owner, a Bond or Bonds of like series,
maturity and interest rate in any of the denominations herein authorized.
(d) Notice of Redemption.
(1) Official Notice. For so long as the Bonds are held in uncertificated form,
notice of redemption (which notice may be conditional) shall be given in accordance with the
operational arrangements of DTC as then in effect, and neither the City nor the Bond Registrar
will provide any notice of redemption to any beneficial owners. Thereafter (if the Bonds are no
longer held in uncertificated form), notice of redemption shall be given in the manner hereinafter
provided. Unless waived by any owner of Bonds to be redeemed, official notice of any such
redemption (which redemption may be conditioned by the Bond Registrar on the receipt of
sufficient funds for redemption or otherwise) shall be given by the Bond Registrar on behalf of
the City by mailing a copy of an official redemption notice by first class mail at least 30 days and
not more than 60 days prior to the date fixed for redemption to the Registered Owner of the Bond
or Bonds to be redeemed at the address shown on the Register or at such other address as is
furnished in wnting by such Registered Owner to the Bond Registrar
-15- P 520358 DG520358 OKF 07/08/09
All official notices of redemption shall be dated and shall state
(A) the redemption date,
(B) the redemption pnce,
(C) if fewer than all outstanding Bonds are to be redeemed, the
identification by series and maturity (and, in the case of partial redemption, the respective
principal amounts) of the Bonds to be redeemed,
(D) that on the redemption date the redemption pnce will become due
and payable upon each such Bond or portion thereof called for redemption, and that interest
thereon shall cease to accrue from and after said date, and
(E) the place where such Bonds are to be surrendered for payment of
the redemption pnce, which place of payment shall be the principal office of the Bond Registrar
On or prior to any redemption date, the City shall deposit with the Bond Registrar an
amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds
which are to be redeemed on that date
(2) Effect of Notice, Bonds Due. If an unconditional notice of redemption has
been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the
redemption date, become due and payable at the redemption price therein specified, and from
and after such date such Bonds or portions of Bonds shall cease to bear interest. Upon surrender
of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the
Bond Registrar at the redemption price. Installments of interest due on or pnor to the
redemption date shall be payable as herein provided for payment of interest. All Bonds which
have been redeemed shall be canceled and destroyed by the Bond Registrar and shall not be
reissued.
-16- P't203es DG \20358 0KF 07/08/09
(3) Additional Notice. In addition to the foregoing notice, further notice shall
be given by the City as set out below, but no defect in said further notice nor any failure to give
all or any portion of such further notice shall in any manner defeat the effectiveness of a call for
redemption if notice thereof is given as above prescribed. Each further notice of redemption
given hereunder shall contain the information required above for an official notice of redemption
plus (A) the CUSIP numbers of all Bonds being redeemed, (B) the date of issue of the Bonds as
originally issued, (C) the rate of interest borne by each Bond being redeemed, (D) the maturity
date of each Bond being redeemed, and (E) any other descriptive information needed to identify
accurately the Bonds being redeemed. Each further notice of redemption may be sent at least
35 days before the redemption date to each party entitled to receive notice pursuant to
Section 15, the Insurer, if any, and to the Underwater and with such additional information as
the City shall deem appropriate, but such mailings shall not be a condition precedent to the
redemption of such Bonds.
(4) Amendment of Notice Provisions. The foregoing notice provisions of this
Section 6, including but not limited to the information to be included in redemption notices and
the persons designated to receive notices, may be amended by additions, deletions and changes
in order to maintain compliance with duly promulgated regulations and recommendations
regarding notices of redemption of municipal securities.
SECTION 7 Form of the Bonds. The Bonds shall be in substantially the following
form, with appropriate or necessary insertions, depending upon the omissions and variations as
permitted or required hereby
[STATEMENT OF INSURANCE]
UNITED STATES OF AMERICA
NO $
-17- P 120358_0G120358_0KF 07/08/09
STATE OF WASHINGTON
CITY OF YAKIMA
LIMITED TAX GENERAL OBLIGATION BOND, SERIES 2009[ ] [TAXABLE]
INTEREST RATE % MATURITY DATE CUSIP NO
REGISTERED OWNER. CEDE & CO
PRINCIPAL AMOUNT
The City of Yakima, Washington, a municipal corporation organized and existing under
the laws and Constitution of the State of Washington (the "City "), hereby acknowledges itself to
owe and for value received promises to pay to the Registered Owner identified above, or
registered assigns, on the Matunty Date identified above, the Principal Amount specified above,
unless redeemed prior thereto as provided herein, together with interest on such Principal
Amount from , 2009, or the most recent date to which interest has been paid or
duly provided for, at the Interest Rate set forth above payable , 2009, and semiannually
thereafter on each and until payment of the principal sum has been made or
duly provided for Both principal of and interest on this bond are payable in lawful money of the
United States of America. The fiscal agency of the State of Washington has been appointed by
the City as the authenticating agent, paying agent and registrar for the bonds of this issue (the
"Bond Registrar") For so long as the bonds of this issue are held in fully immobilized form,
payments of principal and interest thereon shall be made as provided in accordance with the
operational arrangements of The Depository Trust Company ( "DTC ") referred to in the Blanket
Issuer Letter of Representations (the "Letter of Representations ") from the City to DTC
This bond is one of an issue of limited tax general obligation bonds of the City of like
date and tenor, except as to number, interest rate and date of maturity, in the aggregate principal
amount of $ , issued pursuant to Ordinance No of the City, passed July 7,
2009 (the "Bond Ordinance "), to finance the expansion, rehabilitation and improvement of the
Capitol Theatre and to make other capital improvements deemed necessary by the City Council.
The bonds of this issue are subject to redemption pnor to their stated maturities as
provided in the Bond Ordinance.
The City has irrevocably covenanted with the owner of this bond that it will annually
include in its budget and levy taxes, within and as a part of the tax levy permitted to cities
without a vote of the electorate, upon all the property subject to taxation in amounts sufficient,
together with sales and use taxes levied pursuant to RCW 82 14 485 and hotel/motel taxes levied
pursuant to chapter 67 28 RCW and other money legally available therefor, to pay the principal
of and interest on this bond as the same shall become due. The full faith, credit and resources of
the City are hereby irrevocably pledged for the annual levy and collection of such taxes and the
prompt payment of such pnncipal and interest.
[The bonds of this issue have been designated by the City as "qualified tax- exempt
obligations" for investment by financial institutions under Section 265(b) of the Code.]
-18- P:120358 DG120358 0KF 07/08109
The pledge of tax levies for payment of principal of and interest on the bonds may be
discharged prior to maturity of the bonds by making provision for the payment thereof on the
terms and conditions set forth in the Bond Ordinance
Reference is made to the Bond Ordinance as more fully describing the covenants with
and the rights of Registered Owners of the bonds or registered assigns and the meamngs of
capitalized terms appearing on this bond which are defined in such ordinance.
This bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Bond Ordinance until the Certificate of Authentication hereon shall
have been manually signed by the Bond Registrar
It is hereby certified and declared that this bond is issued pursuant to and in stnct
compliance with the Constitution and laws of the State of Washington and ordinances of the
City, that all acts, conditions and things required to be done precedent to and in the issuance of
this bond and the bonds of this issue have happened, been done and performed, and that this
bond and the bonds of this issue do not exceed any constitutional or statutory limitations.
IN WITNESS WHEREOF, the City of Yakima, Washington, has caused this bond to be
signed on behalf of the City with the manual or facsimile signature of the Mayor and to be
attested by the manual or facsimile signature of the Clerk of the City, and the seal of the City
imprinted, impressed or otherwise reproduced hereon as of this day of
2009
[SEAL] CITY OF YAKIMA, WASHINGTON
By /s/ manual or facsimile
David Edler, Mayor
ATTEST
/s/ manual or facsimile
Deborah J Moore, Clerk of the City
The Certificate of Authentication for the Bonds shall be in substantially the following
form and shall appear on each Bond.
CERTIFICATE OF AUTHENTICATION
Date of Authentication.
This bond is one of the City of Yakima, Washington, Limited Tax General Obligation
Bonds, Senes 2009[ ] [Taxable], dated , 2009
WASHINGTON STATE FISCAL
AGENCY, as Bond Registrar
By
-19- P \20358 M20358 0KF 07/08/09
Authorized Signer
SECTION 8 Execution of the Bonds. The Bonds shall be executed on behalf of the City
with the manual or facsimile signature of the Mayor and attested by the manual or facsimile
signature of the City Clerk and the seal of the City shall be impressed, imprinted or otherwise
reproduced thereon. In case either or both of the officers who have signed or attested any of the
Bonds cease to be such officer before such Bonds have been actually issued and delivered, such
Bonds shall be valid nevertheless and may be issued by the City with the same effect as though
the persons who had signed or attested such Bonds had not ceased to be such officers, and any
Bond may be signed or attested on behalf of the City by officers who at the date of actual
execution of such Bond are the proper officers, although at the nominal date of execution of such
Bond such officer was not an officer of the City
Only Bonds that bear a Certificate of Authentication in the form set forth in Section 7,
manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled
to the benefits of this ordinance. Such Certificate of Authentication shall be conclusive evidence
that the Bonds so authenticated have been duly executed, authenticated and delivered and are
entitled to the benefits of this ordinance.
In case either of the officers of the City who shall have executed the Bonds shall cease to
be such officer or officers of the City before the Bonds so signed shall have been authenticated
or delivered by the Bond Registrar, or issued by the City, such Bonds may nevertheless be
authenticated, delivered and issued and upon such authentication, delivery and issuance, shall be
as binding upon the City as though those who signed the same had continued to be such officers
of the City Any Bond may also be signed and attested on behalf of the City by such persons as
-20- P:120358 DG120358 OKF 07 /08/09
at the actual date of execution of such Bond shall be the proper officers of the City although at
the original date of such Bond any such person shall not have been such officer
SECTION 9 Application of Proceeds. At the time of delivery of the Bonds, the
proceeds of the Bonds shall be deposited as follows
(a) The accrued interest, if any, to the date of delivery shall be deposited to the Debt
Service Fund and used to pay a portion of the interest on the Bonds on the first interest payment
date.
(b) The amount necessary to repay draws on the Line of Credit made pursuant to
Resolution No R2009 -82 adopted by the City Council on June 2, 2009 for the purpose of
financing costs of the Project shall be paid into the proper accounts held by the City and applied,
together with other available funds, in amounts sufficient to repay such draws.
(c) The remaining proceeds shall be deposited into Fund 322 ( "Capitol Theatre
Project Fund ") and used to pay or reimburse (including any reimbursement of an interfund loan)
the costs of the Project described in Section 3 and Section 4 and all costs incidental thereto and
to the issuance of the Bonds.
Money remaining in the Capitol Theatre Project Fund after all of such costs have been
paid or reimbursed may be used to pay costs of other legally authorized capital expenditures of
the convention center or shall be deposited into the Debt Service Fund. Money in the Capitol
Theatre Project Fund may be invested as permitted by law and the investment policy of the City
All interest earned and profits derived from such investments shall be retained in and become a
part of the Capitol Theatre Project Fund or deposited into the Debt Service Fund.
-21- P 120358 DG120358 0KF 07/08/09
SECTION 10 Tax Covenant.
(a) General Covenant The City shall comply with the provisions of this section
unless, in the written opinion of Bond Counsel to the City, such compliance is not required.
The City hereby covenants that it will not make any use of the proceeds of sale of the
Bonds or any other funds of the City which may be deemed to be proceeds of such Bonds
pursuant to Section 148 of the Code and the applicable regulations thereunder that will cause the
Bonds to be "arbitrage bonds" within the meaning of said section and said regulations. The City
will comply with the requirements of Section 148 of the Code (or any successor provision
thereof applicable to the Bonds) and the applicable regulations thereunder throughout the term of
the Bonds.
The City further covenants that it will not take any action or permit any action to be taken
that would cause the Bonds to constitute "private activity bonds" under Section 141 of the Code.
The City will pay any rebate amount to the United States of America at the times and in
the amounts necessary to meet the requirements of the Code in accordance with the Federal Tax
Certificate.
(b) Designation under Section 265(b) The City hereby designates the Tax - Exempt
Bonds as "qualified tax- exempt obligations" within the meaning of Section 265(b)(3) of the
Code. The City does not anticipate issuing more than $30,000,000 of tax- exempt obligations
during 2009 (excluding obligations permitted by the Code to be excluded for purposes of the
City's qualification as a qualified small issuer)
SECTION 11 Creation of Debt Service Fund and Provision for Tax Levy Payments. A
special fund of the City known as the "LTGO Debt Service Fund, 2009 (Capitol Theatre
-22- P \20358 DG\20358 OKF 07108109
Project)" (the "Debt Service Fund "), is hereby authorized to be created. The Debt Service Fund
shall be drawn upon for the sole purpose of paying the principal of and interest on the Bonds.
The City hereby irrevocably covenants and agrees for as long as any of the Bonds are
outstanding and unpaid that each year it will include in its budget and levy ad valorem taxes
upon all the property within the City subject to taxation in an amount that will be sufficient,
together with the Sales Tax revenues collected by and remitted from the District to the City
pursuant to the Development Agreement and Hotel/Motel Taxes and all other revenues and
money of the City legally available for such purposes, to pay the principal of and interest on the
Bonds as the same shall become due.
The City hereby irrevocably pledges that the annual tax provided for herein to be levied
for the payment of such principal and interest shall be within and as a part of the tax levy
permitted to cities without a vote of the people, and that a sufficient portion of each annual levy
to be levied and collected by the City pnor to the full payment of the principal of and interest on
the Bonds will be and is hereby irrevocably set aside, pledged and appropnated for the payment
of the principal of and interest on the Bonds to the extent that other legally available funds are
not deposited into the Debt Service Fund. The full faith, credit and resources of the City are
hereby irrevocably pledged for the annual levy and collection of the taxes and for the prompt
payment of the principal of and interest on the Bonds as the same shall become due and payable.
The City hereby also irrevocably pledges the Sales Taxes and Hotel/Motel Taxes toward the
payment of principal of and interest on the Bonds as the same shall become due and payable
SECTION 12. Defeasance. In the event that the City, in order to effect the payment,
retirement or redemption of any Bond, sets aside in the Debt Service Fund or in another special
account, cash or noncallable Government Obligations, or any combination of cash and/or
-23 - P \20358 DG120358 0KF 07/08/09
noncallable Government Obligations, in amounts and maturities which, together with the known
earned income therefrom, are sufficient to redeem or pay and retire such Bond in accordance
with its terms and to pay when due the interest and redemption premium, if any, thereon, and
such cash and/or noncallable Government Obligations are irrevocably set aside and pledged for
such purpose, then no further payments need be made into the Debt Service Fund for the
payment of the principal of and interest on such Bond. The owner of a Bond so provided for
shall cease to be entitled to any lien, benefit or security of this ordinance except the right to
receive payment of principal, premium, if any, and interest from the Debt Service Fund or such
special account, and such Bond shall be deemed to be not outstanding under this ordinance.
The City shall give written notice of defeasance to the owners of all Bonds so provided
for within 30 days of the defeasance and to each party entitled to receive notice in accordance
with Section 15 of this ordinance.
SECTION 13 Sale of the Bonds, Official Statement. The Bonds shall be sold in one or
more series at negotiated sale to the Underwriter pursuant to the terms of the Bond Purchase
Contract. The Designated Representative is hereby authorized to negotiate terms for the
purchase of the Bonds and execute the Bond Purchase Contract, with such terms as are approved
by such person pursuant to this section and consistent with this ordinance. The Underwriter has
advised the City Council that market conditions are fluctuating and, as a result, the most
favorable market conditions may occur on a day other than a regular meeting date of the City
Council. The City Council has determined that it would be in the best interest of the City to
delegate to the Designated Representative for a limited time the authority to determine whether
the Bonds shall be issued and sold in one or more series, determine whether any or all of the
Bonds shall be issued as Tax- Exempt Bonds or as Taxable Bonds, approve the final interest
-24- P \20358 DG120358 0KF 07/08/09
rates, aggregate principal amount, pnncipal amounts of each maturity of the Bonds and
redemption rights. The Designated Representative is hereby authorized to determine whether the
Bonds shall be issued and sold in one or more series, determine whether any or all of the Bonds
shall be issued as Tax - Exempt Bonds or as Taxable Bonds, approve the final interest rates,
aggregate pnncipal amount, principal maturities and redemption rights for the Bonds in the
manner provided hereafter so long as (a) the aggregate principal amount of the Bonds does not
exceed $8,000,000; and (b) the true interest cost for the Bonds (in the aggregate and net of any
subsidy payments expected to be received from the United States Treasury) does not exceed
6 00%
In determining the number of series, tax designation, whether or not to proceed with bond
insurance and determining the final interest rates, aggregate principal amounts, principal
maturities and redemption rights, the Designated Representative, in consultation with City staff,
shall take into account those factors that, in his or her judgment, will result in the lowest true
interest cost on the Bonds to their maturity, including, but not limited to current financial market
conditions and current interest rates for obligations comparable in tenor and quality to the Bonds.
Subject to the terms and conditions set forth in this Section 13, the Designated Representative is
hereby authorized to execute the final form of the Bond Purchase Contract, upon the Designated
Representative's approval of the number of series, tax designation, final interest rates, aggregate
principal amount, principal maturities and redemption rights set forth therein. Following the
execution of the Bond Purchase Contract, the Designated Representative shall provide a report to
the City Council, describing the final terms of the Bonds approved pursuant to the authority
delegated in this section. The authority granted to the Designated Representative by this Section
13 shall expire 120 days after the effective date of this ordinance. If a Bond Purchase Contract
-25- P'‘20358 DG\20358 0KF 07/08/09
for the Bonds has not been executed within 120 days after the effective date of this ordinance,
the authorization for the issuance of the Bonds shall be rescinded, and the Bonds shall not be
issued nor their sale approved unless such Bonds shall have been re- authorized by ordinance of
the City Council. The ordinance re- authorizing the issuance and sale of such Bonds may be in
the form of a new ordinance repealing this ordinance in whole or in part or may be in the form of
an amendatory ordinance approving a bond purchase contract or establishing terms and
conditions for the authonty delegated under this Section 13
Upon the passage and approval of this ordinance, the proper officials of the City
including the Designated Representative, are authorized and directed to undertake all action
necessary for the prompt execution and delivery of the Bonds to the Underwriter thereof and
further to execute all closing certificates and documents required to effect the closing and
delivery of the Bonds in accordance with the terms of the Bond Purchase Contract.
The Designated Representative is authorized to ratify and to approve for purposes of the
Rule, on behalf of the City, the Official Statement (and any Preliminary Official Statement) (both
as defined in the Bond Purchase Contract) relating to the issuance and sale of the Bonds and the
distribution of the Official Statement pursuant thereto with such changes, if any, as may be
deemed by him or her to be appropnate.
SECTION 14 Bond Insurance. The Designated Representative is hereby further
authorized and directed to solicit proposals from municipal bond insurance compames for the
issuance of a Bond Insurance Policy In the event that the Designated Representative receives
multiple proposals, the Designated Representative may select the proposal having the lowest cost
and resulting in an overall lower interest cost with respect to the Bonds. The Designated
Representative may execute a commitment received from the Insurer selected by the Designated
-26- P \20358 DG120358 0KF 07/08/09
Representative. The City Council further authorizes and directs all proper officers, agents,
attorneys and employees of the City to 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 Policy
SECTION 15 Undertaking to Provide Ongoing Disclosure.
(a) Contract /Undertaking This section constitutes the City's written undertaking for
the benefit of the owners of the Bonds as required by Section (b)(5) of the Rule.
(b) Financial Statements /Operating Data. The City agrees to provide or cause to be
provided to the Municipal Securities Rulemaking Board ( "MSRB "), the following annual
financial information and operating data for the prior fiscal year (commencing in 2010 for the
fiscal year ended December 31, 2009)
1 Annual financial statements, which statements may or may not be audited,
showing ending fund balances for the City's general fund prepared in accordance with the
Budgeting Accounting and Reporting System prescribed by the Washington State Auditor
pursuant to RCW 43 09.200 (or any successor statute),
2 The assessed valuation of taxable property in the City;
3 Ad valorem taxes due and percentage of taxes collected,
4 Property tax levy rate per $1,000 of assessed valuation, and
5 Outstanding general obligation debt of the City
Items 2 -5 shall be required only to the extent that such information is not included in the annual
financial statements.
The information and data described above shall be provided on or before nine months
after the end of the City's fiscal year The City's current fiscal year ends December 31 The
-27- PUO358 DG\20358 OKF 07/08/09
City may adjust such fiscal year by providing written notice of the change of fiscal year to the
MSRB In lieu of providing such annual financial information and operating data, the City may
cross - reference to other documents available to the public on the MSRB's Internet website and,
if such document is a final official statement within the meaning of the Rule, available from the
MSRB
If not provided as part of the annual financial information discussed above, the City shall
provide the City's audited annual financial statement prepared in accordance with the Budgeting
Accounting and Reporting System prescribed by the Washington State Auditor pursuant to
RCW 43 09.200 (or any successor statute) when and If available to the MSRB
(c) Material Events The City agrees to provide or cause to be provided, in a timely
manner to the MSRB notice of the occurrence of any of the following events with respect to the
Bonds, if material
• Principal and interest payment delinquencies,
• Non - payment related defaults,
• Unscheduled draws on debt service reserves reflecting financial difficulties,
• Unscheduled draws on credit enhancements reflecting financial difficulties,
• Substitution of credit or liquidity providers, or their failure to perform,
• Adverse tax opinions or events affecting the tax- exempt status of the Tax - Exempt
Bonds,
• Modifications to the rights of Bond owners,
• Bond calls (optional, contingent or unscheduled Bond calls other than scheduled
sinking fund redemptions for which notice is given pursuant to Exchange Act
Release 34- 23856),
-28- P120358 DG120358 0KF 07/08/09
• Defeasances,
• Release, substitution or sale of property securing repayment of the Bonds, and
• Rating changes.
Solely for purposes of disclosure, and not intending to modify this undertaking, the City
advises that no debt service reserves or property secures payment of the Bonds.
(d) Notification Upon Failure to Provide Financial Data The City agrees to provide
or cause to be provided, in a timely manner, to the MSRB notice of its failure to provide the
annual financial information described in Subsection (b) above on or pnor to the date set forth in
Subsection (b) above.
(e) Format for Filings with the MSRB All notices, financial information and
operating data required by this undertaking to be provided to the MSRB must be in an electronic
format as prescribed by the MSRB All documents provided to the MSRB pursuant to this
undertaking must be accompanied by identifying information as prescribed by the MSRB
(f) Termination/Modification The City's obligations to provide annual financial
information and notices of material events shall terminate upon the legal defeasance, pnor
redemption or payment in full of all of the Bonds. Any provision of this section shall be null and
void if the City (1) obtains an opinion of nationally recognized bond counsel to the effect that the
portion of the Rule that requires that provision is invalid, has been repealed retroactively or
otherwise does not apply to the Bonds and (2) notifies the MSRB of such opinion and the
cancellation of this section.
The City may amend this section with an opinion of nationally recognized bond counsel
in accordance with the Rule. In the event of any amendment of this section, the City shall
describe such amendment in the next annual report, and shall include a narrative explanation of
-29- P X20358 DG120358 0KF 07/08/09
the reason for the amendment and its impact on the type (or in the case of a change of accounting
principles, on the presentation) of financial information or operating data being presented by the
City In addition, if the amendment relates to the accounting principles to be followed in
preparing financial statements, (i) notice of such change shall be given in the same manner as for
a material event under Subsection (c) and (ii) the annual report for the year in which the change
is made shall present a comparison (in narrative form and also, if feasible, in quantitative form)
between the financial statements as prepared on the basis of the new accounting principles and
those prepared on the basis of the former accounting principles.
(g) Bond Owner's Remedies Under This Section. The right of any bondowner or
beneficial owner of Bonds to enforce the provisions of this section shall be limited to a right to
obtain specific enforcement of the City's obligations under this section, and any failure by the
City to comply with the provisions of this undertaking shall not be an event of default with
respect to the Bonds. For purposes of this section, "beneficial owner" means any person who has
the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of,
any Bonds, including persons holding Bonds through nominees or depositories.
SECTION 16 Lost or Destroyed Bonds. If any Bonds are lost, stolen or destroyed, the
Bond Registrar may authenticate and deliver a new Bond or Bonds of like amount, matunty and
tenor to the Registered Owner upon the owner paying the expenses and charges of the Bond
Registrar and the City in connection with preparation and authentication of the replacement
Bond or Bonds and upon his or her filing with the Bond Registrar and the City evidence
satisfactory to both that such Bond or Bonds were actually lost, stolen or destroyed and of his or
her ownership, and upon furnishing the City and the Bond Registrar with indemnity satisfactory
to both.
-30- P120358 13G120358 0KF 07/08/09
SECTION 17 General Authorization, Ratification of Prior Acts. The Designated
Representative and other appropriate officers of the City are authorized to take any actions and to
execute documents as in their judgment may be necessary or desirable in order to carry out the
terms of, and complete the transactions contemplated by, this ordinance All acts taken pursuant
to the authority of this ordinance but pnor to its effective date are hereby ratified.
SECTION 18 Severability If any provision in this ordinance is declared by any court of
competent jurisdiction to be contrary to law, then such provision shall be null and void and shall
be deemed separable from the remaining provisions of this ordinance and shall in no way affect
the validity of the other provisions of this ordinance or of the Bonds.
SECTION 19 Effective Date This ordinance shall be effective 30 days after its
passage, approval and publication as provided by law
-31 - P 120358 DG120358 0KF 07/08/09
PASSED by the City Council of the City of Yakima at a regular meeting thereof, held
this 7th day of July, 2009
CITY OF 1KIMA, WA HINGTON
. A /
David a er, Mayor
ATTEST
41 OTT
Deborah J Moore, '
APPROVED AS TO FORM.
N/A
City Attorney
Publication Date: July 10, 2009
Effective Date. August 9, 2009
-32- P120358 DG120358 0KF 07/08/09
CERTIFICATE
I, the undersigned, Clerk of the City of Yakima, Washington (herein called the "City ")
and keeper of the records of the City Council of the City (the "City Council "), DO HEREBY
CERTIFY
1 That the attached ordinance is a true and correct copy of Ordinance
No 200/ - 341 of the City (the "Ordinance "), as finally passed at a regular meeting of the City
Council held on July 7, 2009, 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
quorum of the City Council was present throughout the meeting and a legally sufficient number
of members of the City Council voted in the proper manner for the passage of said Ordinance,
that all other requirements and proceedings incident to the proper adoption or passage of said
Ordinance have been duly fulfilled, carried out and otherwise observed, and that I am authorized
to execute this certificate.
DATED this 7th day of July, 2009
i0 g--A-M- 9 --
City Clerk
P 120358 DG20358 0KF 07/08/09
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No )14 2 - 3
For Meeting Of_7 -7 -2009
ITEM TITLE. An Ordinance providing for the issuance of one or more series of Limited Tax
General Obligation Bonds in a principal amount of not to exceed $8 million to finance the
expansion, improvement and rehabilitation of the Capitol Theatre, delegating authority to approve
the final terms of the bonds, and repealing Ordinance No 2009 -27
7 SUBMITTED BY Finance Department
OP
CONTACT PERSON/TELEPHONE. Rita DeBord, Finance Director 575 -6070
Tim Jensen, Treasury Services Officer -607;
i
SUMMARY EXPLANATION On June 16 the Finance Department submitted, and the Council
passed, Ordinance 2009 -27 approving the issuance of up to $8 million tax - exempt LTGO bonds
Since that time, interest rates on tax - exempt municipal securities have risen, and further study
and discussions with the City's underwriters, Seattle Northwest Securities, have produced a
e possibly less expensive financing option than the traditional tax - exempt bonds contemplated in
the previous bond ordinance This bond ordinance includes language that authorizes staff to offer
for sale tax - exempt bonds, as previously planned, or a combination of tax - exempt and taxable
bonds known as "Build America Bonds ", the determination of the type of bonds to be sold would
be made by staff just prior to bond pricing day - based on the then current market conditions
The "Build America Bond" option features issuing potentially two series of bonds, one series of
tax - exempt bonds, for shorter maturities, and a second series of taxable bonds for longer
maturities, thereby reducing total interest cost and resulting in lower total over -all debt service
costs This financing would be designed to take advantage of the new "Build America Bonds"
(BAB) stimulus program recently unveiled by the federal government whereby the US Treasury
pays a cash subsidy equal to 35% of the interest payments on the taxable portion of the bonds
directly to a qualified issuer, such as the City The subsidy is considered tantamount to a tax
Continued
Resolution _ Ordinance X Other (Specify)
Contract Mail to ( name and address): Phone
Funding Source PFD Sales Tax Credit revenues
APPROVED FOR SUBMITTAL. /111 �.1-�L
i City Manager
STAFF RECOMMENDATION Pass Ordinance -°
• BOARD /COMMISSION RECOMMENDATION
COUNCIL ACTION
refund by the Treasury, and therefore is not subject to Congressional appropriation laws (Note:
4D BABs are still very new and it is unknown how the market may — or may not — react to such an offer from the City)
Project Update On June 2, 2009, the Executive Director of the Capitol Theatre provided staff with
a project update which included plans to utilize proceeds from this bond issue to fund the
following components of the Capitol Theatre expansion project:
• Construction of a Production Center ($6 5M),
• Construction of an Exterior 2 Floor Patio and Catwalk ($380K)
• Capitol Theatre Electrical work ($200K), and
• Sound Doors (140K)
It should be noted that market conditions are unstable, fluctuate daily and are generally
unpredictable, therefore, at this time, it is too far from the bond pricing date to reliably project the
actual amount of'proceeds that may be generated from the sale of these bonds' It is possible that
current project plans may need to be adjusted should bond proceeds not be adequate to cover
the full cost of the components noted above Staff will stay in close contact with the Capitol
Theatre's Executive Director as we get closer to the bond sale date and have -better projections of
bond proceeds
If authorized by Council, this Bond Ordinance will
• Repeal Bond Ordinance 2009 -27,, passed by Council on June 16, 2009,
• Authorize the sale of bonds within the parameters stated in this ordinance, including a
principal amount not to exceed $8 million, a total interest,cost not to exceed 6 00% (afte
allowance for the interest subsidy noted above), and annual debt service not to exceed
current projections of sales tax credit revenues, a maturity date not to exceed 2033,
• Authorize the use of bond proceeds to provide financing for expansion, rehabilitation and
improvements to the Capitol Theatre,
• Designate the use of (a) Sales Tax Credit revenues received from the PFD, (b)
Hotel /Motel tax revenues and (c) the full faith and credit of the City to provide for debt
service on the bonds,
• Delegates' authority to the City Manager or Finance Director to approve the final terms
and conditions of the bonds, within the- parameters set in this ordinance This delegation
includes the decision regarding the type of bonds to be issued, the amortization schedule,
whether or not to purchase bond insurance, etc , and authorizes and directs staff to take
all necessary actions to issues these bonds, including authorization of the Official
Statement (Preliminary and Final), approving the terms and conditions of the Bonds and of
the Sale / Purchase Agreement with the City's underwriters, and to approve all other acts
necessary to complete the transaction
Note When the financing goals are met and bonds are sold, Staff will report back to Council at
their next regular business meeting with the results
In conclusion this Ordinance is intended only to provide more options (tools) at,the City's disposal
with regard to the sale of bonds, and does not obligate the City to issue bonds, nor does it ii•
obligate the City to issue taxable "Build America Bonds" to accomplish this financing
Page 2 of 2
\\Apollo \Users \ranson \COUNCIL \Council Agenda Items\2009 \07 -07 -09 AS - Cap.Th.Bond Ordin - Revised.doc
f i
1
f .
S N W
August 18, 2009
Rita M. DeBord
Director of Finance and Budget
City of Yakima
129 North Second Street
Yakima, Washington 98901
Re: City of Yakima, Washington
$2,055,000 Limited Tax Obligation Bonds, Series 2009A. (the "Series A Bonds ")
$4,980,000 Limited Tax Obligation Bonds, Series 2009B Taxable (Build America Bonds — Direct
Payment) (the "Series B Bonds ")
Dear Ms. DeBord:
Seattle- Northwest Securities Corporation (the "Underwriter ") offers to enter into this purchase agreement
(the "Purchase Agreement ") with the City of Yakima, Washington (the "Issuer "). Each of the •
Underwriter and the Issuer may be referred to herein as a "Party" or collectively as the "Parties."
This offer is contingent upon acceptance by the Issuer by execution and delivery of this Purchase
Agreement to the Underwriter at or prior to 11:59 p.m. Pacific Time on the date hereof, by means of hand
delivery, facsimile or other secure electronic transmission, such as a PDF file. Upon execution of this
Purchase Agreement by the Parties, this Purchase Agreement will constitute a binding agreement
between the Issuer and the Underwriter.
Capitalized terms in this Purchase Agreement that are not otherwise defined herein shall have the
meanings given to such terms in the Ordinance as defined below.
1. Authorization and Documents
The issuance, sale and delivery of the Series A Bonds and the Series B Bonds (together, the
"Bonds") is authorized by Ordinance No. 2009 -34 passed by the City Council of the Issuer on July
7, 2009 (the "Ordinance "). The transaction at which the Bonds are delivered by the Issuer to the
Underwriter and paid for by the Underwriter is referred to herein as the "Closing" and the date
of such transaction, the "Closing Date."
The Ordinance includes an undertaking to provide certain information to the Municipal
Securities Rulemaking Board (the "MSRB ") through its Electronic Municipal Market Access
( "EMMA ") portal, (so long as such method of disclosure continues to be approved by the
Securities and Exchange Commission (the "SEC ") for such purposes) or any other approved
City of Yakima, Washington
August 18, 2009
Page 2
nationally recognized municipal securities repositories and regulatory bodies or their designees.
The Ordinance and this Purchase Contract are collectively referred to herein as the "Documents."
2. Purchase and Sale
Subject to the terms and conditions of this Purchase Agreement, the Underwriter hereby agrees
to purchase from the Issuer for offering to the public and the Issuer hereby agrees to sell to the
Underwriter all, but not less than all of the $2,055,000 principal amount of Series A Bonds and
$4,980,000 principal amount of Series B Bonds. The Bonds shall be dated, shall mature, shall bear
interest, shall be payable, and shall have redemption provisions, all as set forth in Exhibit C
attached hereto. The Underwriter's purchase price for the Bonds also is set forth in Exhibit C.
3. Fiscal Agent; Enhancement; Insurance
a) The fiscal agent of the State of Washington shall be the fiscal agent for the Bonds, serving
as registrar, authenticating agent and paying agent (the "Bond Registrar "). The Bonds
shall be payable and shall be secured as provided in the Ordinance and as described in
the document entitled Preliminary Official Statement, which is dated August 7, 2009 and
which describes the Issuer and the Bonds (the "POS ").
b) Payment when due of the regularly scheduled principal of and interest on the Bonds
shall be insured by a municipal bond insurance policy (the "Policy ") issued by Assured
Guaranty Corporation (the "Insurer ").
4. Offering
The Underwriter agrees to make a bona fide public offering of all the Bonds, at prices not in excess
of the initial public offering prices or at yields not lower than the initial yields as set forth in
Exhibit C attached hereto.
5. Official Statement
a) Pursuant to a certificate dated August 7, 2009, the City has "deemed final" the POS for
purposes of Rule 15c2 -12 of the Securities Exchange Act of 1934, as amended (the
"Rule "). The Issuer approves and ratifies the use and distribution by the Underwriter of
the POS in connection with the public offering for sale of the Bonds by the Underwriter.
b) The final official statement shall be substantially in the form of the POS with only such
changes permitted by the Rule as shall have been reviewed by the Underwriter (such
final official statement, incorporating such changes, if any, shall be referred to herein as
the "Final Official Statement "). The Issuer shall cooperate with the Underwriter in the
preparation of the Final Official Statement for delivery within seven (7) business days
after the date hereof and, in any event, for delivery in sufficient time to accompany any
order confirmation from the Underwriter to its customer, and in sufficient time to permit
the Underwriter to comply with the provisions of the Rule and with all applicable rules
of the Municipal Securities Rulemaking Board.
-2-
City of Yakima, Washington
August 18, 2009
Page 3
c) The Issuer will not amend or supplement the Final Official Statement without the consent
of the Underwriter. The Issuer agrees to notify the Underwriter promptly if, on or prior
to the 25th day after the End of the Underwriting Period (as defined below), any event
shall occur, or information come to the attention of the Issuer, that would cause the Final
Official Statement (whether or not previously supplemented or amended), as of its date,
to contain any untrue statement of a material fact or to omit to state a material fact
necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading. If, in the opinion of the Issuer, such event requires the
preparation and distribution of a supplement or amendment to the Final Official
Statement, the Issuer at its expense and with Underwriter's assistance, shall amend or
supplement the Final Official Statement in a form and manner approved by the
Underwriter and will provide such number of copies of the supplement or amendment to
the Final Official Statement, as the Underwriter may . reasonably request. For purposes of
this Purchase Agreement, the "End of the Underwriting Period" shall occur on the
Closing Date.
6. Representations, Warranties and Covenants
The Issuer represents, warrants and covenants to the Underwriter that as of the date hereof and
as of the. Closing Date:
a) The Issuer is a municipal corporation duly organized and validly existing under the laws
and Constitution of the State of Washington;
b) The Issuer has duly adopted the Ordinance and it is a valid, legal and binding ordinance
of the Issuer;
c) The Issuer is duly authorized and has full legal right, power, and authority to issue, sell
and deliver the Bonds and perform its obligations under the Documents;
d) The Ordinance is in full force and effect and has not been superseded, rescinded or
amended;
e) The Issuer has full legal right, power and authority to and will apply or cause to be
applied the proceeds of the Bonds as described in the Ordinance;
f) The execution of and performance by the Issuer of its obligations under the Documents
will not cause the Issuer to be (i) in violation of any constitutional provision, law, court
decree, administrative regulation or judgment or (ii) in material default under any loan
agreement, indenture, bond, note, resolution or other material agreement or instrument
to which the Issuer is a party or to which the Issuer or any of its properties or assets is
otherwise subject;
g) All governmental approvals or authorizations required to be obtained by the Issuer prior
to the Closing in connection with the issuance and delivery of the Bonds or the
performance by the Issuer of its obligations trader the Documents have been or will be
obtained prior to Closing;
-3-
City of Yakima, Washington
August 18, 2009
Page 4
h) No filing or registration of the Ordinance or other instrument or financing statement is
required to be made to create, protect or preserve the pledge of taxing power under the
Ordinance or is required for the validity and enforceability of the Ordinance;
i) As of the Closing, the Bonds will be legal, valid and binding obligations of the Issuer,
and, subject only to the laws of bankruptcy and insolvency, will be enforceable in
accordance with their terms and will be in full force and effect;
j) Except as described in the Final Official Statement there is no action, suit, proceeding,
inquiry or investigation before or by any court, governmental agency, public board or
body pending or, to the knowledge of the Issuer, threatened against the Issuer, (i) in any
way questioning the legal existence of the Issuer or the titles of the officers of the Issuer
to their respective offices; (ii) in any way affecting or contesting or seeking to prohibit,
restrain or enjoin the issuance or delivery of the Bonds; (iii) wherein an unfavorable
decision, ruling, or finding would have a material adverse effect on the collection and
application of taxes that may be levied for the benefit of the Issuer for the payment of the
Bonds, the financial condition of the Issuer, or would have an adverse effect on the
validity or enforceability of the Bonds or the Ordinance, or which would in any way
adversely affect the exclusion of interest on the Series A Bonds from gross income for
federal income tax purposes; (iv) contesting the completeness or accuracy of the POS or
the Final Official Statement; or (v) to the actual knowledge of the Issuer, there is no
reasonable basis for any action, proceeding, inquiry or investigation of the nature
described in the foregoing clauses (i) through (iv);
k) The issuer believes that the unaudited 2008 financial statements contained in the Final
Official Statement fairly present the financial position of the Issuer as of the dates and for
the periods therein set forth in accordance with the accounting standards applicable to
the Issuer, and since the date thereof, there has been no material adverse change in the
financial position of the Issuer; further, the City believes that, while unaudited, the 2008
figures contained in the Final Official Statement fairly reflect the financial condition of
the City as of its date;
1) In connection with the financing process, the Underwriter provided the format for and
certain of the content for inclusion in the POS, assumed principal drafting responsibility
for the preparation of the POS and coordinated the preparation and dissemination of the
Final Official Statement. The Issuer understands and acknowledges, however, that the
ultimate responsibility for the POS and the Final Official Statement with respect to
content, accuracy and completeness is the responsibility of the Issuer as an issuer of
municipal securities. The Issuer hereby represents and warrants to the Underwriter that
the POS did not, as of its date, and the Final Official Statement will not, as of its date and
at the Closing Date, contain any untrue statement of material fact nor omit any statement
or information which is necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however, that no
representation or warranty is made with respect to information within the POS or the
Final Official Statement relating to DTC, the book entry system, the Insurer or the
Underwriter; and
-4-
City of Yakima, Washington
August 18, 2009
Page 5
m) The Issuer has not failed to comply with any prior undertaking under the Rule in the past
five years.
7. Termination
The Underwriter may terminate its obligation under this Purchase Agreement, without liability
therefor, by notifying the Issuer of its election to do so in writing if, after the execution of this
Purchase Agreement and prior to the Closing, any one or more of the following events shall have
occurred and such event, in the reasonable opinion of the Underwriter (i) would materially and
adversely affect the marketability of the Bonds or the prices or yields of the Bonds as set forth in
Exhibit C, or (ii) would materially and adversely affect the Underwriter's ability to enforce
contracts for the sale of the Bonds:
a) A material disruption in commercial banking or securities settlement or clearance
services; or
b) The United States shall have become engaged in hostilities or existing hostilities shall
have escalated or a national emergency or other national or international calamity,
including but not limited to terrorist attack(s) or other event; or
c) A general suspension of trading or other material restrictions not in force as of the date of
this Purchase Agreement on the New York Stock Exchange or other national securities
exchange; or
d) Declaration of a general banking moratorium by the United States, New York State or
Washington State authorities; or
e) Legislation with respect to eliminating or reducing the exemption from federal or state
taxation for interest income received on obligations of the general character of the
Series A Bonds shall be introduced or enacted by the legislature of the State of
Washington or by Congress of the United States or adopted by either the United States
House of Representatives or the United States Senate or shall have been recommended to
the Congress or otherwise endorsed for passage by the Treasury Department of the
United States, the Internal Revenue Service or by the chairman of the Senate Finance
Committee or a decision or an order or ruling with respect to eliminating or reducing
such exemption, shall have been issued by a court of the United States, including the
United States Tax Court, or by or on behalf of the Treasury Department of the United
States or the Internal Revenue Service; or
f) Legislation shall hereafter be enacted, or actively considered for enactment, or a decision
by a court of the United States shall hereafter be rendered, or a ruling, stop order or
regulation by the SEC or other governmental agency having jurisdiction of the subject
matter shall hereafter be made, the effect of which is or would be that the offering and
sale of the Bonds would be illegal or that:
i) The Bonds are not exempt from the registration, qualification or similar
requirements of the Securities Act of 1933, as amended and as then in effect (the
-5-
City of Yakima, Washington
August 18, 2009
Page 6
"33 Act ") or distribution of the Bonds, as contemplated herein or in the Final
Official Statement, is in violation of or not exempt from the registration,
qualification or other requirements of the 33 Act, as amended and as then in
effect, or the Securities Exchange Act of 1934, as amended and then in effect or
the Investment Company Act of 1940, as amended and then in effect (the
"Investment Company Act ") or, in each case, the rules or regulations
promulgated thereunder as then in effect; or
ii) The Ordinance is not exempt from the registration, qualification or other
requirements of the Trust Indenture Act of 1939, as amended and as then in
effect; or
iii) This Purchase Agreement is subject to the Investment Company Act or requires
any registration under the Investment Company Act; or
g) Any litigation, except as described in the Final Official Statement, shall be instituted or
pending at Closing to restrain or enjoin the authorization, issuance, execution, sale or
delivery of the Bonds or the execution and delivery of any of the Documents, or in any
way contesting or affecting any authority for or the validity or enforceability of the
Bonds, the Ordinance or any of the other Documents, any moneys or securities provided
for the payment of the Bonds or the existence or powers of the Issuer; or
h) Any legislation, ordinance, rule or regulation shall be introduced in or enacted by any
governmental body, board, department or agency of Washington State or of the United
States, or a decision by any court of competent jurisdiction within Washington State or
any court of the United States shall be rendered materially affecting the Issuer or the
Bonds; or
i) There shall have been established any new restrictions on transactions in securities
materially affecting the free market for securities or the extension of credit by, or the
charge to the net capital requirements of the Underwriter, including without limitation,
the fixing of minimum or maximum prices for trading or maximum ranges of prices, by
any exchange, the SEC, any other federal or state agency or the Congress of the United
States, or by Executive Order; or
j) Except for such changes to the Final Official Statement as provided in Section 5(c) of this
Purchase Agreement, there shall have been a material adverse change in the affairs of the
Issuer or there shall exist any event or fact or set of facts that either (a) makes untrue or
incorrect in any material respect any statement or information contained in the Final
Official Statement or (b) is not reflected in the Final Official Statement but should be
reflected therein to make the statements and information contained therein under the
circumstances in which made not misleading in any material respect; or
k) The withdrawal or downgrading of any rating of the Bonds by a national rating agency
from those shown in (c)(i) of Exhibit B.
-6-
City of Yakima, Washington
August 18, 2009
Page 7
8. Closing; Conditions of Closing
The Closing shall occur on such date and at such time and place as is set forth in Exhibit C or
otherwise agreed between the Issuer and the Underwriter, and subject to the satisfaction of the
terms and conditions of this Purchase Agreement. At Closing, the following shall occur: the
Issuer will deliver the duly executed Bonds or cause to be delivered to the fiscal agent for re-
delivery through Fast Automated Transfer System to DTC and will deliver or cause to be
delivered to the Underwriter the Ordinance; the Underwriter will accept such delivery and pay
the purchase price of the Bonds as set forth in Exhibit C hereof in same day funds. The Issuer
shall cause the applicable CUSIP identification numbers to be printed on the Bonds of each
maturity, but neither the failure to print such number on any such Bond nor any error with
respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery
of and to pay for the Bonds. The Bonds shall be prepared and delivered to the Bond Registrar at
or prior to the Closing Date.
In addition to the other requirements of this Purchase Agreement, Underwriter's obligations
hereunder are subject to and conditioned upon Issuer, at or prior to the Closing Date, delivering
or making available to Underwriter copies of the Documents and such items as are listed in
Exhibit B attached hereto and incorporated herein.
9. Fees and Expenses
The Issuer will pay the cost of preparing, printing and executing the Bonds; the fees and
disbursements of Bond Counsel; bond registration and rating fees and expenses; the bond
insurance premium; the cost of printing and distributing the POS and Final Official Statement;
travel and lodging expenses of the Issuer's employees and representatives; and other expenses of
the Issuer.
The Underwriter will pay fees and disbursements of its counsel, if any, the cost of preparation
and filing of blue sky and legal investment surveys where necessary, the Underwriter's travel
expenses, and other expenses of the Underwriter. As a convenience to the Issuer, the
Underwriter may from time to time, but only upon the prior written direction from the Issuer,
make arrangements for certain items for which Issuer is responsible hereunder, such as printing
of the POS and the Final Official Statement and travel or lodging arrangements for the Issuer's
representatives.
The Underwriter also may advance for the Issuer's account when appropriate and when directed
in advance in writing by the Issuer, the cost of the items for which the Issuer is responsible by
making payments to third -party vendors. In such cases, the Issuer shall pay such costs or
expenses directly, upon submission of appropriate invoices by the Underwriter, or promptly
reimburse the Underwriter in the event the Underwriter has advanced such costs or expenses for
the Issuer's account. It is understood that the Issuer shall be primarily responsible for payment of
all such items and that the Underwriter may agree to advance the cost of such items from time to
time solely as an accommodation to the Issuer and on the condition that it shall be reimbursed in
full by the Issuer.
-7-
City of Yakima, Washington
August 18, 2009
Page 8
10. Miscellaneous
a) All matters relating to the Purchase Agreement shall be governed by the laws of the state
of Washington.
b) This Purchase Agreement is intended to benefit only the parties hereto. Unless it can be
shown that the untruth of any representation or warranty of the Issuer or the violation of
any agreement of the Issuer hereunder actually was or should have been discovered by
the Underwriter through its review of the information in the Final Official Statement in
accordance with and as a part of its responsibilities under federal securities laws as
applied to the facts and circumstances of this transaction, all representations and
warranties and agreements of the Issuer in this Purchase Agreement shall remain
operative and in full force and effect, regardless of (i) any investigation made by or on
behalf of the Underwriter, (ii) delivery of and payment for the Bonds hereunder, or (iii)
any termination of this Purchase Agreement. If the Issuer fails to satisfy any of the
foregoing conditions or covenants, or if the Underwriter's obligations are terminated for
any reason permitted under this Purchase Agreement, then neither the Underwriter nor
the Issuer shall have any further obligations under this Purchase Agreement, except that
any expenses incurred shall be borne in accordance with the Fees and Expenses Section
hereof.
c) Any notice or other communication to be given to the Issuer by the Underwriter under
this Purchase Agreement may be given by delivering the same in writing to the Director
of Finance and Budget or other authorized official of the Issuer at 129 North Second
Street, Yakima, Washington 98901; and any notice or other communication to be given to
the Underwriter by the Issuer under this Purchase Agreement may be given by
delivering the same in writing to the attention of the officer of the Underwriter executing
this Purchase Agreement at Seattle- Northwest Securities Corporation, 1420 Fifth Avenue,
Suite 4300, Seattle, Washington, 98101. Written communications may be delivered by
electronic means.
d) This Purchase Agreement may be executed in any number of counterparts, all of which
shall be one and the same instrument, and either Party hereto may execute this Purchase
Agreement by signing any such counterpart.
'e) This Purchase Agreement, including all documents incorporated herein by reference,
constitutes the entire agreement between and among the Parties, supersedes any other
representations, understandings or communications between the Parties or their
representatives, and may be amended only in a writing signed by both Parties. This
Purchase Agreement is intended solely for the benefit of the Parties (including any
successors and assigns thereof but not any holder of any Bonds). No other person shall
acquire or have any rights hereunder or by virtue hereof.
-8-
City of Yakima, Washington
August 18, 2009
Page 9
Respectfully submitted,
SEATTLE - NORTHWEST SECURITIES CORPORATION
By A ll/A.6(1Z—
Title: Senior Vice Presi ent
Accepted August 18, 2009
CITY OF YAKIMA, WASHINGTON
{
By: 7 ..113/ en'`
Rita M. DeBord, Director of Finance and Budget Time Signed
-9-
EXHIBIT A
FINAL PRICING NUMBERS
BOND DEBT SERVICE
City of Yakima, Washington
Limited Tax General Obligation Bonds, Series 2009A & Series 2009B Taxable (BABs)
FINAL NUMBERS
Dated Date 08/28/2009
' Delivery Date 08/28/2009
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
12/01/2009 175,000 3 000% 99,136.71 274,136.71 274,136.71
06/01/2010 189,252.50 189,252.50
12/01/2010 180,000 3 000% 189,252 50 369,252.50 558,505.00
06/01/2011 186,552 50 186,552.50
12/01/2011 185,000 3 000% 186,552 50 371,552.50 558,105 00
06/01/2012 183,777.50 183,777.50
12/01/2012 190,000 3 000% 183,777 50 373,777.50 557,555 00
06/01/2013 180,927 50 180,927.50
12/01/2013 195,000 , 3.000% 180,927 50 375,927.50 556,855.00
06/01/2014 178,002.50 178,002.50
12/01/2014 205,000 3.500% 178,002.50 383,002.50 561,005.00
06/01/2015 174,415.00 174,415.00
12/01/2015 215,000 3.500% 174,415.00 389,415.00 563,830.00
06/01/2016 170,652.50 170,652.50
12/01/2016 225,000 4 250% 170,652 50 395,652.50 566,305 00
06/01/2017 165,871 25 165,871.25 .
12/01/2017 235,000 4.250% 165,871 25 400,871.25 566,742.50
06/01/2018 160,877.50 160,877.50
12/01/2018 250,000 4 250% 160,877 50 410,877.50 571,755.00
06/01/2019 155,565.00 155,565 00
12/01/2019 260,000 5 600% 155,565.00 415,565.00 571,130 00
06/01/2020 148,285.00 148,285.00
12/01/2020 275,000 5.600% 148,285.00 423,285.00 571,570.00
06/01/2021 140,585 00 140,585.00
12/01/2021 285,000 5 600% 140,585 00 425,585.00 566,170.00
06/01/2022 132,605.00 132,605.00
12/01/2022 300,000 5.600% 132,605.00 432,605.00 565,210.00
06/01/2023 124,205.00 124,205.00
12/01/2023 310,000 5 600% 124,205 00 434,205.00 558,410.00
06/01/2024 115,525.00 115,525.00
12/01/2024 325,000 5 600% 115,525.00 440,525.00 556,050.00 .
06/01/2025 106,425.00 106,425.00
12/01/2025 340,000 6 600% 106,425.00 446,425.00 552,850.00
06/01/2026 95,205.00 95,205 00
12/01/2026 355,000 6 600% 95,205 00 450,205.00 545,410.00
06/01/2027 83,490.00 83,490.00
12/01/2027 375,000 6.600% 83,490.00 458,490.00 541,98000
06/01 /2028 71,115.00 71,115.00
12/01/2028 390,000 6600% 71,11500 461,115.00 532,23000
06/01/2029 58,245.00 58,245.00 .
12/01/2029 410,000 6 600% 58,245 00 468,245.00 526,490.00
06/01/2030 44,715.00 44,715.00
12/01/2030 430,000 6 600% 44,715 00 474,715.00 519,430 00
06/01/2031 30,525.00 30,525.00
12/01/2031 450,000 6.600% 30,525.00 480,525.00 511,050.00
06/01/2032 15,675 00 15,675.00
12/01/2032 475,000 6.600% 15,675.00 490,675.00 506,350.00
7,035,000 5,924,124.21 12,959,124.21 12,959,124.21
Aug 18, 2009 11'27 sin Prepared by Seattle - Northwest Securities Corp - JMW (k: \analysis \dbc \city \Yakima:2009LTGO) Page 3
•
•
NET DEBT SERVICE
City of Yakima, Washington
Limited Tax General Obligation Bonds, Series 2009A & Series 2009B Taxable (BABs)
FINAL NUMBERS
Period Total Net
Ending Debt Service 35% Tax Credit Debt Service
12/01/2009 274,13671 - 28,131.34 246,00537
12/01/2010 558,505.00 - 108,895.50 449,609.50
12/01/2011 558,105.00 - 108,895.50 449,209.50
12/01/2012 5.57,555 00 - 108,895.50 448,659.50
12/01/2013 ' 556,85500 - 108,895.50 447,959.50
12/01/2014 561,005 00 - 108,895 50 452,109.50
12/01/2015 563,830,00 - 108,895 50 454,934.50
12/01/2016 566,305.00 - 108,895.50 457,409.50 .
12/01/2017 566,742.50 - 108,895.50 457,847.00
12/01/2018 571,755 00 - 108,895.50 462,859.50
12/01/2019 571,130 00 - 108,895 50 462,234.50
12/01/2020 571,570.00 - 103,799.50 467,770.50
12/01/2021 566,170.00 - 98,409 50 467,760.50
12/01/2022 565,210.00 - 92,823 50 472,386.50
12/01/2023 558,410.00 - 86,943.50 471,466.50
12/01/2024 556,050.00 - 80,867.50 475,182.50
12/01/2025 552,850.00 - 74,497.50 478,352.50
12/01/2026 545,410.00 - 66,643.50 478,766.50
12/01/2027 541,980 00 - 58,443.00 483,537.00
12/01/2028 532,230.00 - 49,780.50 482,449.50
12/01/2029 526,490.00 - 40,771.50 485,718.50
12/01/2030 519,430.00 - 31,300.50 488,129.50
12/01/2031 511,050.00 - 21,367.50 489,682.50
12/01/2032 506,350.00 - 10,972.50 495,377.50
12,959,124 21 .- 1,933,706.34 11,025,417.87
Aug 18, 2009 11.27 am Prepared by Seattle- Northwest Securities Corp - TIvIVV (lc \ analysis \dbc \city Yakima:2009LTGO) Page 4
BOND PRICING
City of Yakima, Washington
Limited Tax General Obligation Bonds, Series 2009A & Series 2009B Taxable (BABs)
FINAL NUMBERS
•
Maturity Premium
Bond Component Date Amount Rate Yield Price (- Discount)
Serial Bonds (Tax- Exempt):
12/01/2009 175,000 3.000% 0.920% 100.534 934,50
12/01/2010 180,000 3.000% 1.070% 102.404 4,327.20
12/01 /2011 185,000 3 000% 1.330% 103 701 6,846 85
12/01/2012 190,000 3.000% 1 750% 103.940 7,486.00
12/01/2013 195,000 3.000% 2.050% 103.853 7,513.35
12/01/2014 205,000 3.500% 2.430% 105.249 10,760.45
12/01/2015 215,000 3 500% 2 700% 104.575 9,836.25
1 2/01/201 6 225,000 4.250% 2.970% 108.298 18,670 50
12/01/2017 235,000 4.250% 3.240% 107.262 17,065 70
12/01/2018 250,000 4.250% 3.480% 106.045 15,112.50
2,055,000 98,553 30
2024 Term Bond (BABs):
1 2/01/2019 260,000 5 600% 5 620;6 99.787 - 553.80
12/01/2020 275,000 5.600% 5.620% 99.787 - 585.75
12/01/2021 285,000 5.600% 5.620% 99.787 - 607.05
1 2/01 /2022 300,000 5.600% 5 620% 99.787 - 639.00
1 2/01 /2023 310,000 5.600% 5.620% 99.787 - 660.30
12/01/2024 325,000 5.600% 5.620% 99.787 - 692.25
1,755,000 -3,738 15
2032 Term Bond (BABs):
12/01/2025 340,000 6.600% 6.600% 100000
12/01/2026 355,000 6.600% 6.600% 100.000
12/01/2027 375,000 6.600% 6.600% 100 000
12/01/2028 390,000 6.60057 6.600% 100000
12/01/2029 410,000 6.600% 6.600% 100000
12/01/2030 430,000 6.600% 6.600% 100.000
12/01/2031 450,000 6.600% 6.600% 100.000
12/01/2032 475,000 6.600% 6.600% 100.000
3,225,000
7,035,000 94,815 15
Dated Date 08/28/2009
Delivery Date 08/28/2009
First Coupon 12/01 /2009
Par Amount 7,035,000.00
Premium 94,815.15
Production 7,129,815.15 101.347763%
Underwriter's Discount - 55,188 60 - 0.784486%
Purchase Price 7,074,626.5:5 100.563277%
Accrued Interest
Net Proceeds 7,074,626.5:5
Aug 18, 2009 11:27 am Prepared by Seattle - Northwest Securities Corp - IMW (k \ anal }sis \dbc \city\Yakrma:2009LTGO) Page 2
SOURCES AND USES OF FUNDS
City of Yakima, Washington
Limited Tax General Obligation Bonds, Series 2009A & Series 2009B Taxable (BABs)
FINAL NUMBERS
Dated Date 08/28/2009
Delivery Date 08/28/2009
Sources: 09LTGO 09LTGOB Total
Bond Proceeds
Par Amount 2,055,000.00 4,980,000 00 7,035,000.00
Premium 98,553 30 98,553.30
Original Issue Discount - 3,738.15 - 3,738.15
2,153,553 30 4,976,261.85 7,129,815.15
Uses: 09LTGO 09LTGOB Total
Project Fund Deposits
Project Fund 2,112,316.63 4,870,105.65 6,982,422.28
Delivery Date Expenses:
Cost of Issuance 6,492.16 15,732.84 22,225.00
Underwriters Discount 14,302 80 40,885.80 55,188.60
Bond Insurance (AGC @ 54 bps) 20,441 71 49 537.56 69,979.27
•
41,236 67 106,156.20 147,392.87
2,153,553 30 4,976,261.85 7,129,815.15
Aug 18. 2009 11'27 am Prepared by Seattle - Northwest Securities Corp - RvIW (k'\ analysis \dbc \city\Yakima:2009LTGO) Page 1
•
EXHIBIT B
CLOSING DOCUMENTS
Issuer's Closing Documents
At Closing, Issuer shall provide the following:
a) Copies of the Ordinance and the Blanket Issuer Letter of Representation;
b) The approving opinions of Bond Counsel dated as of the Closing Date and addressed to the
Issuer and the Underwriter, substantially in the forms set forth in Appendix B to the Final Official
Statement and letters addressed to the Insurer to the effect that the Insurer may rely upon such
opinion as if it were addressed to the Insurer;
c) Evidence of each of the following:
i) That Standard & Poor's ( "S &P ") has assigned its (a) underlying rating of "A +" to the
Bonds and that such rating is in full force and effect on and as of the date of Closing and
(b) insured rating of "AAA" based upon the Issuer's purchase of the Policy issued by the
Insurer;
ii) Issuer's purchase of the Policy, including a copy of the Policy and an opinion of counsel
to the Insurer in form and substance satisfactory to the Underwriter; and
iii) designation of the Series A Bonds as "qualified tax - exempt obligations" for banks, thrift
institutions and other financial institutions, as defined in Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended.
d) A copy of completed Form 8038 -G;
e) The following certifications, which may be combined, executed by an authorized officer of the
Issuer and dated as of the Closing Date, to the effect that:
i) The representations, warranties and covenants of the Issuer contained herein and in the
Ordinance are true and correct in all material respects on and as of the Closing Date with
the same effect as if made on the Closing Date;
ii) No litigation or other proceedings are pending or, to the knowledge of the Issuer,
threatened in any court in any way (a) affecting the position or title of the authorized
officers of the Issuer, or (b) seeking to restrain or to enjoin the authorization, issuance,
sale or delivery of, or security for, any of the Bonds, or (c) contesting or affecting the
validity or enforceability of the Bonds, the Ordinance, this Purchase Agreement, or
(d) contesting the completeness or accuracy of the POS or the Final Official Statement, or
(e) contesting the powers of the Issuer or its authority with respect to the Bonds, the
Ordinance or this Purchase Agreement, or (f) materially affecting the finances of the
Issuer. For the purpose of this subparagraph, the Issuer may rely upon a certificate of the
Issuer's legal counsel with respect to the legal matters set forth therein;
iii) No event affecting the Issuer has occurred since the date of the Final Official Statement
which should be disclosed in the Final Official Statement for the purpose for which it is
to be used or which is necessary to disclose therein in order to make the statements
therein not misleading, and the Final Official Statement does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not
misleading; provided, however, that no representation or warranty is made with respect
to information within the Final Official Statement relating to DTC, the book entry system,
the Insurer or the Underwriter; and
f) Such additional certificates, instruments or opinions or other evidence as the Underwriter or
Bond Counsel may deem reasonably necessary or desirable to evidence the due authorization,
issuance, execution, authentication and delivery of the Bonds, the truth and accuracy as of the
time of the Closing of the representations and warranties contained in this Purchase Agreement,
and the conformity of the Bonds and Ordinance with the terms thereof as summarized in the POS
and the Final Official Statement, and to cover such other matters as the Underwriter or Bond
Counsel reasonably requests.
Underwriter's Closing Documents
At Closing, Underwriter shall deliver or cause to be delivered to the Issuer or Bond Counsel a receipt for
the Bonds including therein a representation that all closing conditions set forth in this Purchase
Agreement have been provided to the satisfaction of the Underwriter or waived by it.
EXHIBIT C
DESCRIPTION OF THE BONDS
(a) Principal Amount (Series A Bonds): $2,055,000
Principal Amount (Series B Bonds): $4,980,000
(b) Purchase Price (Series A Bonds): $2,139,250.50 ($104.099781 per $100), representing an
original issue premium of $98,553.30 and an
underwriter's discount of $14,302.80.
Purchase Price (Series B Bonds): $4,935,376.05 ($99.103937 per $100), representing an
original issue discount of $3,738.15 and an underwriter's
discount of $40,885.80.
(c) Denominations: $5,000, or integral multiples thereof
(d) Form: Registered; Book -entry only
(e) Interest Payment Dates: June 1 and December 1, commencing December 1, 2009.
(f) Maturity and Interest Rates: The Bonds shall mature on December 1 of each year and
bear interest as follows:
Series A Bonds
CUSIP, Irite = CUSIP.
984521 .9845
21.
".� Dec:.1`. '�Ariiounts' < Rates Dec =,1� = Airioiiiits ��Rates':. "Yiel'ds::
2009 $ 175,000 3.00% 0.92% RX4 .__._ 2014 S' 3.50% 2.43% SC9
2010 180,0W 3.00 1.07 RY2 2015 215,000 350 2.70 SD7
2011 185,0W 3.00 1.33 RZ9 2016 225,0W 425 2.97 SE5
2012 190,000 3.00 1.75 SA3 2017 235,0W 425 3.24 SF2
2013 195,000 3.00 2.05 SB1 2018 250,000 425 3.48 SGO
Series B Bonds
$1,755,000 5.60% Term Bonds due December 1, 2024 @ 5.62% Yield; CUSIP No. 984521SN5
$3,225,000 6.60% Term Bonds due December 1, 2032 @ 6.60% Yield; CUSIP No. 984521SW5
(g) No Optional Redemption (Series A Bonds): The Series A Bonds are not subject to redemption prior
to maturity.
Optional Redemption (Series B Bonds): Except as otherwise provided below under
"Extraordinary Optional Redemption," the Series B
Bonds are subject to redemption at the option of the City
prior to their stated maturity dates at any time on or
after June 1, 2019 at the price of par, plus accrued
interest, if any, to the date of redemption.
The City will direct the Bond Registrar to notify DTC
that in the event that fewer than all of the Series B Bonds
of a maturity are to be redeemed, any such redemption
shall be on a pro rata basis in a principal amount equal
to the authorized denomination of $5,000 or any integral
multiple thereof.
Extraordinary Optional Redemption (Series B Bonds):
Prior to June 1, 2019, the Series B Bonds are subject to
redemption prior to their stated maturity at the option of
the City, in whole or in part at any time upon the
occurrence of an Extraordinary Event (defined below), at
a redemption price (the "Extraordinary Redemption
Price ") equal to the greater of: (i) the issue price set forth
on the inside cover page hereof (but not less than 100 %)
of the principal amount of such Series B Bonds to be
redeemed; or (ii) the sum of the present value of the
remaining scheduled payments of principal and interest
to the maturity date of such Series B Bonds to be
redeemed, not including any portion of those payments
of interest accrued and unpaid as of the date on which
such Series B Bonds are to be redeemed, discounted to
the date on which such Series B Bonds are to be
redeemed on a semi - annual basis, assuming a 360 -day
year consisting of twelve 30 -day months, at the Treasury
Rate (described below) plus 100 basis points; plus, in
each case, accrued interest on such Series B Bonds to be
redeemed to the redemption date.
An "Extraordinary Event" will have occurred if a
material adverse change has occurred to Section 54AA of
6431 of the Internal Revenue Code of 1986, as amended
(the "Code ") (as such Sections were added by Section
1531 of the Recovery Act, pertaining to Build America
Bonds) pursuant to which the City's 35% cash subsidy
payment from the United States Treasury is reduced or
eliminated.
The term "Treasury Rate" means, with respect to any
redemption date for a particular Series B Bond, the yield
to maturity as of such redemption date of United States
Treasury securities with a constant maturity excluding
inflation indexed securities (as compiled and published
in the most recent Federal Reserve Statistical Release
H.15 (519) that has become publicly available at least
two business days prior to the redemption date or, if
such Statistical Release is no longer published, any
publicly available source of similar market date) most
nearly equal to the period from the redemption date to
the maturity date of the Series B Bond to be redeemed;
provided, however, that if the period from the
redemption date to such maturity date is less than one
year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant
maturity of one year will be used.
At the request of the Bond Registrar, the redemption
price of the Series B Bonds to be redeemed at the option
of the City will be determined by an independent
accounting firm, investment banking firm or financial
advisor retained by the City at the City's expense to
calculate such redemption price. The Bond Registrar
and the City may conclusively rely on the determination
of such redemption price by such independent
accounting firm, investment banking firm or financial
advisor and will not be liable for such reliance.
(h) Mandatory Redemption: The Series B Bonds due on December 1 in the years 2024 and
2032 are subject to mandatory redemption (in such manner as
the Bond Registrar will determine) at a price of par, plus accrued
interest on the date of redemption, on December 1 in the years
and amounts as follows:
2024 Term Bond
Years Amounts
2019 $ 260,000
2020 275,000
2021 " 285,000
2022 300,000
2023 310,000
2024 ( 325,000
$ 1,755,000
(1) Maturity.
2032 Term Bond
Years Amounts
2025 $ 340,000
2026 355,000
2027 375,000
2028 390,000
2029 410,000
2030 430,000
2031 450,000
2032 0) 475,000
S 3,225,000
(1) Maturity.
(i) Dated Date: Date of Delivery, expected to be August 28, 2009.
(j) Offer Expires: 11:59 p.m. Pacific Time, August 18, 2009.
(k) Bond Counsel: K &L Gates LLP
(1) Closing: Via conference call initiated by Bond Counsel on
August 28, 2009, at 9:00 a.m.
(m) Delivery: To the Bond Registrar on behalf of DTC by Fast
Automated Securities Transfer.
(n) Bond Insurance: Payment of the principal of and interest on the Bonds,
when due, will be insured by the Policy to be issued by
the Insurer (Assured Guaranty Corporation)
simultaneously with the delivery of the Bonds.
(o) Ratings: S &P will assign its rating of "AAA" to the Bonds based
on the Issuer's purchase of the Policy described above.
Furthermore, S &P has assigned its underlying rating of
"A +" to the Bonds.
USINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. "f
For Meeting of 08 -18-09
ITEM TITLE: A Report from the Finance Department regarding the result of the sale of the City's LTGO
bonds for the Capitol Theatre, in the aggregate principal amount of $ (TBD)
SUBMITTED BY: Finance Department
CONTACT PERSON/TELEPHONE: Rita DeBord, Finance Director; 575 -607
Tim Jensen, Treasury Services Officer; # 575 -6070
SUMMARY EXPLANATION:
On July 7 2009, the City Council passed Ordinance number 2009 -34 authorizing the issuance of up to
$8 million Limited Tax General Obligation (LTGO) Bonds, the proceeds from which are to be used to fund
the expansion and rehabilitation of the Capitol Theatre. At that time, Council directed and authorized staff
to perform all proceedings and tasks necessary to accomplish this transaction, and delegated authority to
the Finance Director to approve a Bond Purchase Contract, within the parameters stated in the
Ordinance, with Seattle Northwest Securities.
The Bond sale is scheduled to take place on Tuesday, August 18, 2009 - subject to market conditions on
that date. If the sale takes place on this date, staff will prepare a report describing the terms and
conditions of the sale and will submit this report for Council's review at your regular meeting that evening.
(Note: Due to the timing of the scheduled Bond sale — Tuesday morning - staff will not be able to provide
this report to Council for review in advance of Council's business meeting Tuesday evening.)
Resolution _ Ordinance _ Other X (Specify) Report
Contract Mail to (name and address): Phone
Funding Source
APPROVED FOR SUBMITTAL:
/4 City Manager
STAFF RECOMMENDATION: Accept Report
BOARD /COMMISSION RECOMMENDATION:
COUNCIL ACTION:
1