HomeMy WebLinkAbout1995-045 Sale of General Obligation Bonds NOT IN BOOK SEPTEMBER 19,_,1995
*14. CONSIDERATION OF RESOLUTION ADOPTING THE HEARING EXAMINER
RECOMMENDATION TO APPROVE THE EMERY LANE PRELIMINARY PLAT
RESOLUTION NO. R - 95 - 135, A RESOLUTION concerning the
application submitted by Tim Monahan on behalf of Earl F.
Pratt, for a twenty -two lot sub - division of approximately 3.4
acres south of West Mead Avenue and west of South 24th
Avenue, City No. UAZO Preliminary Long Plat #1 -95: approving
the preliminary long plat, subject to certain conditions.
*15. APPROVAL OF THE AUGUST 1995 BUDGET REPORT
The August 1995 Revenue and Expenditure Report was accepted.
*16. SET DATE OF HEARING FOR OCTOBER 3, 1995 ON APPEAL OF DENIAL
OF ISSUANCE OF TAXI DRIVER'S LICENSE REQUESTED BY ALLEN HAGEN
October 3, 1995 was set as the date of hearing to consider
the appeal by Allen Hagen of the denial of the issuance of a
taxi driver's license.
17. CONSIDERATION OF ORDINANCE AUTHORIZING ISSUANCE OF BONDS FOR
FIRE IMPROVEMENTS AND REFINANCING EXISTING VOTED GENERAL
OBLIGATION DEBT
John Hanson, Director of Finance `and Budget, announced that
updated information has been • received on the bond amount. He
recommended Council approve Ordinance B at the revised amount
of $7,300,000. He praised the marketing team, stating this
is the lowest the interest rates have been since the last
City bond issue a year ago. Council Member Barnett requested
the City Clerk to read the title of Ordinance B. Ordinance
No. 95 -45 having been read by title, it was MOVED BY
BUCHANAN, SECONDED BY SIMS, TO PASS THE ORDINANCE.
The motion carried by unanimous roll call vote; Brado absent.
ORDINANCE NO. 95 - 45, AN ORDINANCE of the City Council of
City of Yakima, Washington, providing for the issuance and
sale of General Obligation Bonds of the City in the aggregate
principal amount of $7,300,000 for the purpose of providing
funds to acquire, construct and equip improvements to the
Fire Department facilities of the City as authorized by
ordinance of the City Council and approved by the qualified
electors of the City at a special election held therein on
November 8, 1994; and for the purpose of refunding certain
outstanding General Obligation Bonds of the City; providing
the date, form, terms and maturities of the bonds to be
issued and for unlimited tax levies to pay the principal
thereof and interest thereon; authorizing a preliminary
official statement; and approving the sale of such bonds.
7
SEATTLE-NORTHWEST 1420 Fifth Avenue
ST CURITIES CORPORATION Suite 4300
Seattle, Washington 98101
(206 )628-2882
September 19, 1995
Mayor and City Council
City of Yakima
129 N. Second Street
Yakima, Washington 98901
Re: City of Yakima, Washington
$7,300,000 Unlimited Tax General Obligation and Refunding Bonds, 1995
Dated: October 1, 1995
Honorable Mayor and City Council:
Seattle-Northwest Securities Corporation ("Purchaser") offers to purchase from the City
of Yakima, Washington ("Seller"), all the above-described bonds (the "Bonds"), on the
terms and based upon the covenants, representations and warranties set forth below.
Appendix A, which is incorporated into this Bond Purchase Agreement (the "Agreement")
by reference, contains a brief description of the Bonds, including principal amounts,
maturities, interest rates, purchase price, and the proposed date and place of delivery
and payment(the "Closing"). Other provisions of this Agreement are as follows:
1. Prior to the Closing, Seller will approve a Preliminary Official Statement, and will
pass an ordinance authorizing the Bonds (the "Bond Ordinance") with such changes
as are requested by the Seller and its counsel. The Purchaser is authorized by
Seller to use these documents and the information contained in them in connection
with the public offering of the Bonds and the Final Official Statement in connection
with the sale and delivery of the Bonds.
2. Seller, to the best of its knowledge, represents and covenants to the Purchaser that:
(a) it has and will have at the Closing the power and authority to enter into and
perform this Agreement, to pass the Bond Ordinance and to deliver and sell the
Bonds to the Purchaser;
(b) this Agreement and the Bonds do not and will not conflict with, or constitute or
create a breach or default under, any existing law, regulation, order or
agreement to which Seller is subject;
(c) no governmental approval or authorization other than the Bond Ordinance
which has not been obtained, or will not be obtained prior to closing, is required
in connection with the sale of the Bonds to the Purchaser;
(d) the Preliminary Official Statement with corrections, if any, noted by the Seller
and its counsel, as of its date and (except as to matters corrected or added in
the Final Official Statement) as of the Closing, is accurate and complete in all
material respects as of its date to the knowledge and belief of the officers and
employees of the Seller, after due review;
Honorable Mayor and City Council
City of Yakima
September 19, 1995
Page 2
(e) the Seller has previously provided the Purchaser with a copy of its Preliminary
Official Statement dated September 12, 1995. As of its date, the Preliminary
Official Statement has been "deemed final" by the Seller for purposes of
Securities and Exchange Commission("S.E.C.") Rule 15c2-12(b)(1); and
(f) the Seller agrees to cooperate with the Purchaser to permit the Purchaser to
deliver or cause to be delivered, within seven business days after any final
agreement to purchase, offer, or sell the securities and in sufficient time to
accompany any confirmation that requests payment from any customer of the
Purchaser, copies of a final Official Statement in sufficient quantity to comply
with paragraph (b)(4) of the S.E.C. Rule 15c2-12 and the rules of the Municipal
Securities Rulemaking Board. The Purchaser agrees to deliver three copies of
the final Official Statement to a nationally recognized municipal securities
information repository on the business day on which the final Official
Statement is available, and in any event no later than seven business days
after the date hereof.
(g) The Seller agrees to enter into a written agreement or contract, constituting an
undertaking(the "Undertaking") to provide ongoing disclosure about the City of
Yakima for the benefit of the owners of the Bonds on or before the Closing as
required by Section (b)(5)(i) of S.E.C. Rule 15c2-12 (the "Rule"), and in the form
as summarized by the Preliminary Official Statement, with such changes as
may be agreed to in writing by the Purchaser.
(h) If, at any time prior to the the Closing, any event occurs as a result of which the
Preliminary Official Statement might include an untrue statement of a mate-
rial fact or omit to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not mislead-
ing, the Seller shall promptly notify the Purchaser thereof.
3. The Purchaser shall have the right to cancel this Agreement to purchase the Bonds
by notifying the Seller of its election to do so if, after the execution of this Agreement
and prior to the Closing:
(a) a decision by a court of the United States or the United States Tax Court shall
be rendered, or a ruling or a regulation (final, temporary, or proposed) by or on
behalf of the Treasury Department of the United States, the Internal Revenue
Service or other governmental agency shall be issued and in the case of any
such regulation, published in the Federal Register, or legislation shall have
been introduced in, enacted by or favorably reported to either the House of
Representatives or the Senate of the United States, with respect to Federal
taxation upon interest received on bonds of the type and character of any of the
Bonds which, in the reasonable judgment of the Purchaser, materially
adversely affects the marketability of the Bonds or their sale by the Purchaser,
at the contemplated public offering prices; or
(b) the United States shall have become engaged in hostilities which have resulted
in declaration of war or national emergency, or other national or international
calamity or other event shall have occurred or accelerated to such an extent as,
in the reasonable opinion of the Purchaser, to have a materially adverse effect
on the marketability of the Bonds; or
Honorable Mayor and City Council
City of Yakima
September 19, 1995
Page 3
(c) there shall have occurred a general suspension of trading on the New York
Stock Exchange; or
(d) a general banking moratorium shall have been declared by United States, New
York State or Washington State authorities; or
(e) legislation shall hereafter be enacted, or actively considered for enactment, with
an effective date prior to the date of the delivery of the Bonds, or a decision by a
court of the United States shall hereafter be rendered, or a ruling or regulation
by the S.E.C. or other governmental agency having jurisdiction of the subject
matter shall hereafter be made, the effect of which is that
(1) the Bonds are not exempt from the registration, qualification or other
requirements of the Securities Act of 1933, as amended and as then in
effect, or the Securities Exchange Act of 1934, as amended and then in
effect, or
(2) the Bond 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
(f) a stop order, ruling or regulation by the S.E.C. shall hereafter be issued or
made, the effect of which is that the issuance, offering or sale of the Bonds, as
contemplated herein or in the Final Official Statement, is in violation of any
provision of the Securities Act of 1933, as amended and as then in effect, the
Securities Exchange Act of 1934, as amended and as then in effect, or the Trust
Indenture Act of 1939, as amended and as then in effect, and which, in its
reasonable judgment, adversely affects the marketability of the Bonds or the
market price thereof.
4. The Purchaser's obligations hereunder are also subject to the condition that at or
prior to the Closing Seller will deliver to the Purchaser all of the following:
(a) the Bonds, in definitive form and duly executed, or a temporary bond;
(b) the approving opinion of Bond Counsel dated the Closing date;
(c) issuance of a municipal bond insurance policy by Financial Guaranty Insurance
Company and assignment to the Bonds of a rating of Aaa by Moody's Investors
Service and AAA by Standard & Poor's Ratings Group; and
(d) the following documents executed by authorized officers of the Seller:
(1) a "Closing Certificate," dated the Closing date in substantially the form of
Appendix B hereto, which is incorporated herein by this reference; and
Honorable Mayor and City Council
City of Yakima
September 19, 1995
Page 4
(2) a certificate setting forth the facts, estimates and circumstances in
existence on the date of Closing which establish that it is not expected that
the proceeds of the Bonds will be used in a manner that could cause the
Bonds to be "arbitrage bonds" within the meaning of Section 148 of the
Internal Revenue Code of 1986, as amended, and any applicable regu-
lations thereunder;
(e) a certified copy of the Bond Ordinance; and
(f) such additional certificates, instruments or opinions or other evidence as the
Purchaser may deem reasonably necessary or desirable to evidence the due
authorization, execution, authentication and delivery of the Bonds, the truth
and accuracy as of the time of the Closing of the Seller's representations and
warranties, and the conformity of the Bonds and Bond Ordinance with the
terms thereof as summarized in the Official Statement, and to cover such other
matters as it reasonably requests.
5. Seller 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,
bond insurance, escrow trustee, escrow verification, the cost of printing and
distributing the Preliminary and Final Official Statements, travel and lodging
expenses of Seller's employees and representatives, and other expenses of Seller.
Purchaser will pay fees and disbursements of Purchaser's counsel, if any, the cost of
preparation and filing of blue sky and legal investment surveys where necessary,
Purchaser's travel expenses, and other expenses of Purchaser. As a convenience to
Seller, Purchaser may from time to time, as Seller's agent, make arrangements for
certain items for which Seller is responsible hereunder, such as printing of the
Official Statement and travel or lodging arrangements for Seller's representatives.
Purchaser also may advance for Seller's account when appropriate the cost of the
items for which Seller is responsible by making payments to third-party vendors. In
such cases, Seller shall pay such costs or expenses directly, upon submission of
appropriate invoices by Purchaser, or promptly reimburse Purchaser in the event
Purchaser has advanced such costs or expenses for Seller's account. It is understood
that Seller shall be primarily responsible for payment of all such items and that
Purchaser may agree to advance the cost of such items from time to time solely as
an accommodation to Seller and on the condition that it shall be reimbursed in full
by Seller.
6. This Agreement is intended to benefit only the parties hereto, and Seller's repre-
sentations and warranties shall survive any investigation made by or for the
Purchaser, delivery and payment for the Bonds, and the termination of this
Agreement. Should the Seller fail to satisfy any of the foregoing conditions or
covenants, or if the Purchaser's obligations are terminated for any reasons
permitted under this Agreement, then neither the Purchaser nor the Seller shall
have any further obligations under this Agreement, except that any expenses
incurred shall be borne in accordance with Section 5.
Honorable Mayor and City Council
City of Yakima
September 19, 1995
Page 5
7. The Seller further agrees that: (1) the closing will take place October 24, 1995,
(2) the Seller will deposit bond proceeds and a contribution from the debt service
fund in the amount of $107,021.60 with First Trust Washington ("Refunding
Trustee") on October 24, 1995 to purchase obligations (as shown on the attached
Appendix C). A portion of the proceeds from the sale of the Bonds and the
contribution will be used to refund $1,935,000 of the City's Unlimited Tax General
Obligation Bonds, 1986, dated July 1, 1986, which are the bonds maturing in years
1997 through 1999 and $1,650,000 of the City's Unlimited Tax General Obligation
Bonds, 1988, dated April 15, 1988, which are the bonds maturing in years 1997
through 2002.
8. This offer expires on the date, and at the time, set forth on Appendix A.
Respectfully submitted,
SEATTLE-NORTHWEST SECURITIES CORPORATION
By:
/4(ety--k
Alan K. Gran erg, Assistant Vice President
Accepted September 19, 1995
CITY,, F HINGTON
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([c. q5-4.5)
APPENDIX A
Description of Bonds
(a) Purchase Price: $7,440,070.20 ($101.918770 per $100), plus accrued interest from
the dated date of October 1, 1995 to date of Closing.
(b) Denominations: $5,000, or integral multiples thereof.
(c) Form: Fully registered.
(d) Interest Payment Dates: June 1 and December 1, commencing June 1, 1996.
(e) Maturity Schedule: Bonds shall mature on December 1 of each year and bear
interest as follows:
Due Interest Due Interest
Dec. 1 Amounts Rates Dec. 1 Amounts Rates
1996 $ 115,000 3.70% 2005 $ 185,000 4.75%
1997 860,000 3.90 2006 195,000 4.90
1998 910,000 4.05 2007 205,000 5.00
1999 955,000 5.75 2008 215,000 5.10
2000 485,000 5.75 2009 200,000 5.20
2001 630,000 5.75 2010 240,000 5.30
2002 635,000 5.75 2011 250,000 5.40
2003 200,000 5.75 2012 265,000 5.50
2004 180,000 5.75
$575,000 5.625% Term Bonds due December 1, 2014
(f) Optional Redemption: The Bonds maturing in years 1996 through 2005, inclusive,
are not subject to redemption prior to maturity. The Bonds maturing on and after
December 1, 2006, are subject to redemption at the option of the City on and after
December 1, 2005, in whole or in part at any time (maturities to be selected by the
City and by lot within a maturity in such manner as the Bond Registrar shall
determine) at a price of par plus accrued interest, if any, to the date of redemption.
(g) Mandatory Redemption: The Term Bonds maturing in 2014 shall be called for
redemption by lot (in such manner as the Bond Registrar shall determine) at par
plus accrued interest on December 1 in years and amounts as follows:
Years Amounts
2013 $280,000
2014 295,000
(h) Closing Date: With definitive Bonds or a temporary Bond on or about October 24,
1995.
(i) Offer Expires: 11:00 p.m., September 19, 1995.
(j) Bond Counsel: Preston Gates & Ellis.
For Information Purposes Only:
Net Interest Cost: 5.112276%
Net Present Value Savings: $289,661.15
Net Present Value Savings as a
percent of Refunded Bonds: 8.079809%
APPENDIX B
Closing Certificate of
The City of Yakima, Washington
The undersigned hereby certifies and represents to Seattle-Northwest Securities
Corporation (the "Purchaser") that he/she is the duly appointed and acting
of the City of Yakima, Washington (the "City"), authorized to execute and
deliver this Certificate and further certifies on behalf of the City to the Purchaser as
follows:
(1) This Certificate is delivered in connection with the offering and sale of the
$7,300,000 Unlimited Tax General Obligation and Refunding Bonds, 1995
(the "Bonds").
(2) The representations and covenants of the City set forth in Section 2 of the
Bond Purchase Agreement for the Bonds (the "Agreement"), dated
September 19, 1995, between the City and the Purchaser, were true and
correct when made and remain true and correct as of this date.
(3) No litigation or other proceedings are pending or threatened in any way
affecting the issuance, sale or delivery of the Bonds.
(4) Execution of this Certificate shall constitute execution by the City of the
Final Official Statement for the Bonds.
(5) I have reviewed the Final Official Statement and, to my knowledge and
belief, the Final Official Statement does not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements made therein, in light of the circumstances under which they
are made, not misleading.
(6) The City has entered into a written agreement or contract constituting an
undertaking for the benefit of the owners of the Bonds to provide ongoing
disclosure about the City and the Bonds as required by Rule 15c2-12(b)(5)(i),
as amended, of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, in the form summarized by the
Preliminary Official Statement and the Final Official Statement.
IN WITNESS WHEREOF, I have hereunto set may hand this day of , 1995.
City of Yakima, Washington
By:
ESCROW COST DETAIL APPENDIX C
CITY OF YAKIMA, WASHINGTON
UTGO REFUNDING BONDS, 1995 (REF. 88 & 86 BONDS)
Type of Maturity Par Accrued Total
Security Date Amount Rate Yield Price Cost Interest Cost
CONTRIB:
TNote 11/30/1995 105,000 4.250% 5.096% 99.90625 104,901.56 1,780.12 106,681.68
PROCEEDS:
SLG 12/01/1995 8,500 4.784% - - - - 8,500.00
SLG 6/01/1996 44,000 4.910% - - - - 44,000.00
SLG 12/01/1996 3,630,200 4.928% - - - - 3,630,200.00
3,682,700 - - 3,682,700.00
3,787,700 104,901.56 1,780.12 3,789,381.68
Purchase Cost of Cash Total
Escrow Date Securities Deposit Escrow Cost Yield
CONTRIB 10/24/1995 106,681.68 339.92 107,021.60 5.204844%
PROCEEDS 10/24/1995 3,682,700.00 50.42 3,682,750.42 4.937213%
3,789,381.68 390.34 3,789,772.02
18-Sep-95 1:06 pm Prepared by SEATTLE-NORTHWEST SECURITIES
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