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HomeMy WebLinkAbout1987-3016 CONSOLIDATION OF LOCAL IMPROVEMENT DISTRICTS ORDINANCE NO. 3016 4110 AN ORDINANCE OF THE CITY OF YAKIMA, WASHINGTON, PRO- VIDING FOR THE CONSOLIDATION OF LOCAL IMPROVEMENT DISTRICTS NOS. 1035, 1036, 1037, 1038, AND 1041 INTO • CONSOLIDATED LOCAL IMPROVEMENT DISTRICT NO. 2; AUTHOR- IZING THE ISSUANCE AND SALE OF CONSOLIDATED LOCAL IMPROVEMENT DISTRICT NO. 2 BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF $298,150.37; PROVIDING THE FORM, TERMS, RATES, MATURITY, CONDITIONS AND COVENANTS OF SAID ' BONDS; PROVIDING FOR THE DISPOSITION OF THE PROCEEDS OF THEIR SALE; AND CONFIRMING THE SALE OF SUCH BONDS. WHEREAS, City of Yakima Local Improvement Districts Nos. 1035, 1036, 1037, 1038 and 1041 (the "Local Improvement Dis- tricts") were duly created by Ordinance No. 2841 passed 1110 February 5, 1985, Ordinance No. 2833 passed January 15, 1985, Ordinance No. 2834 passed January 15, 1985, Ordinance No. 2879 passed June 4, 1985, and Ordinance No. 2949 passed March 11, 1986, respectively; and WHEREAS, the assessment rolls for the Local Improvement Districts have been confirmed in the manner required by law by the following Ordinances and in the following amounts: Ordinance Amount Confirming Amount of Amount of Unpaid LID No. Roll Assessment Prepaid Assessments 1035 2992 $201,137.80 $61,269.68 $139,868.12 1036 2976 27,552.31 0.00 27,552.31 11/ 1037 2977 41,900.00' 0.00 41,900.00 1038 2942 58,102.00 9,674.00 48,428.00 1041 3004 58,011.70 17,609.76 40,401.94 WHEREAS, for the purpose of issuing bonds, it is deemed necessary and desirable that the Local Improvement Districts be consolidated into a single local improvement district pursuant to 411 RCW 35.45.160, and that the City issue Consolidated Local Improve- ment District No. 2 Bonds in an amount equal to $298,150.37 to pay 4110 . , 1 11 1 part of the costs of the improvements made within the Local Improvement Districts; and III WHEREAS, the City has received a written offer to purchase such Bonds from Seattle-Northwest Securities Corporation, and has - determined that it is in the best interest of the City to sell such Bonds to Seattle-Northwest Securities Corporation pursuant to such offer. NOW THEREFORE, BE IT ORDAINED BY THE CITY OF YAKIMA, WASHINGTON AS FOLLOWS: Section 1. Definitions. As used in this ordinance the III following words shall have the following meanings: "Assessments" means the assessments levied in Local Improve- ment Districts Nos. 1035, 1036, 1037, 1038 and 1041 of the City by Ordinance Nos. 2992, 2976, 2977, 2942 and 3004, respectively, which assessments are pledged to be paid into the Bond Fund, including installments thereof and any interest and penalties due or which may become due thereon. "Bonds" means the City of Yakima Consolidated Local Improve- ment District No. 2 Bonds, authorized by this ordinance to be issued. "Bond Fund" means the Consolidated Local Improvement District 1111 Bond Redemption Fund created by Section 2 of this ordinance. "Bond Register" means the books or records maintained by the Bond Registrar containing the name and mailing address of the owner of each Bond or nominee of such owner and the principal amount and number of Bonds owned by each owner or nominee. "Bond Registrar" means the fiscal agency of the State of Washington in either Seattle, Washington, or New York, New York, 1111 for the purposes of registering and authenticating the Bonds, maintaining the Bond Register, effecting the transfer of ownership of the Bonds and paying the principal of and interest on the Bonds III as the same become due and payable. -2- NMN444 87/05/07 "City" means the City of Yakima, Washington, a municipal 110 corporation duly organized and existing under and by virtue of the Constitution and laws of the State of Washington. "Council" means the Council of the City as the same shall be duly and regularly constituted from time to time. "Districts" or "Local Improvement Districts" means Local Improvement Districts Nos. 1035, 1036, 1037, 1038, and 1041. "Guaranty Fund" means the Guaranty Fund of the City author- ized and maintained pursuant to RCW Ch. 35.54 and Ordinance No. 2465 of the City. Section 2. Consolidation of Districts. For the purpose of • issuing bonds to finance part of the costs and expenses of improvements made in the Local Improvement Districts, the Dis- tricts are hereby consolidated into Consolidated Local Improvement District No. 2. A special fund of the City to be known as the Consolidated Local Improvement District No. 2 Bond Redemption Fund (the "Bond Fund") is hereby authorized to be created by the City Finance Director. After payment in full of all outstanding warrants previously issued and all interfund loans previously made to provide funds for the making of improvements in the Local Improvement Districts, all money received by the City in payment of, penalties, if any, and interest on the assessments levied in 11/1 Consolidated Local Improvement District No. 2, and all money, if any, on hand in the Local Improvement District No. 1035 Fund, the Local Improvement District No. 1036 Fund, the Local Improvement District No. 1037 Fund, the Local Improvement District No. 1038 Fund, and the Local Improvement District No. 1041 Fund of the City shall be paid into the Bond Fund and used to pay the principal of and interest on the Bonds authorized by this ordinance, and as security for such payment the Bond Fund is hereby pledged. Section 3. Authorization of the Bonds. For the purpose of financing part of the cost and expense of the improvements ordered 4111 -3- NMN444 87/05/07 by Ordinances Nos. 2841, 2833, 2834, 2879, and 2949 and con- structed in Consolidated Local Improvement District No. 2, the • City shall issue its Consolidated Local Improvement District No. 2, 1987 Bonds (the "Bonds ") in the aggregate principal amount of $298,150.37. The Bonds shall be dated as of May 1, 1987, shall be numbered in such manner and with any additional designation as the Bond Registrar deems necessary for the purpose of identifica- tion and control, shall be in the denomination of $5,000 each or any integral multiple thereof except for Bond No. 1, which shall be in the denomination of $3,150.37 and shall bear interest from • their date at the following rates: Bond Nos. Amount Interest Rates 1 -10 $48,150.37 6.00% 11 -19 45,000.00 6.25 20 -25 30,000.00 6.50 26 -31 30,000.00 6.75 32 -37 30,000.00 7.00 38 -43 30,000.00 7.20 44 -49 30,000.00 7.40 50 -55 30,000.00 7.60 56 -58 15,000.00 7.80 59 -60 10,000.00 8.00 Interest shall be payable annually beginning May 1, 1988, and annually thereafter on the first day of May of each year. The Bonds shall mature May 1, 1999. The Bonds shall be obligations only of the Bond Fund and the 4 11 0 Guaranty Fund of the City and shall not be general obligations of the City. Both the principal of and interest on the Bonds shall be payable in lawful money of the United States of America. Interest on the Bonds shall be paid by check or draft mailed to registered owners or assigns at the addresses appearing on the Bond Register • as of the fifteenth (15th) day of the month preceding the interest payment date. Principal of the Bonds shall be payable upon presentation and surrender of the Bonds by the registered owners at the principal offices of the Bond Registrar. 4 11 1 -4- NMN444 87/05/07 Section 4. Bond Register and Exchange of Bonds. The Bond • Register shall be maintained by the Bond Registrar, and shall contain the name and mailing address of the owner or owners of each Bond or nominee of such owner or owners and the principal amount and number of Bonds held by each owner or nominee. Upon surrender thereof to the Bond Registrar, the Bonds are interchangeable for Bonds in any authorized denomination of an equal aggregate principal amount and of the same interest rate and maturity. Bonds may be transferred only if endorsed in the manner provided thereon and surrendered to the Bond Registrar. Such exchange or transfer shall be without cost to the owner or transferee. 410 Section 5. Redemption. The Bonds shall be redeemed at par in advance of their scheduled maturity, by application of Assess- ments and prepayments thereof, in whole or in part in numerical order (by control number), on any interest payment date whenever there shall be sufficient money in the Bond Fund to pay the same and all Bonds which mature at such time, over and above an amount sufficient for the payment of the interest next accruing on all unpaid Bonds. The Bond Registrar shall maintain a system of numbering which shall permit reissued and/or transferred Bonds to be called in accordance with their original number at the time of issuance. • Notice of any such intended redemption shall be given not less than ten (10) days nor more than thirty (30) days prior to the date fixed for redemption by first class mail, postage pre- paid, to the registered owner of any Bond to be redeemed at the address appearing on the Bond Register. The requirements of this section shall be deemed to be complied with when notice is mailed • as herein provided regardless of whether or not it is actually received by the owner of any Bond. In addition, such redemption notice shall also be mailed within the same time period, postage 410 -5- NMN444 87/05/07 prepaid, to Seattle-Northwest Securities Corporation at their main office in Seattle, Washington or to their successors, if any, at their main place of business, but mailing of such notice shall not be a condition precedent to the call of any Bonds for redemption. Interest on any Bond so called for redemption shall cease to accrue on the date fixed for redemption unless such Bond or Bonds so called are not redeemed upon presentation made pursuant to such call. Section 6. Form of Bonds The Bonds shall be in substan- tially the following form: 1 11/ UNITED STATES OF AMERICA NO. STATE OF WASHINGTON CITY OF YAKIMA CONSOLIDATED LOCAL IMPROVEMENT DISTRICT NO. 2, 1987 BONDS INTEREST RATE: MATURITY DATE: May 1, 1999 Registered Owner: Principal Amount: Dollars Laws of Washington 1965, Chapter 7, § 35.45.070 provides, in part, as follows: 4 11 1 Neither the holder nor owner of any bond, interest coupon, or warrant issued against a local improvement fund shall have any claim therefor against the city or town by which it is issued, except for payment from the special assessments made for the improvement for which the bond or warrant was issued and except also for payment from the local improvement guaranty fund of the city or town as to bonds issued after the creation of a local improvement guaranty fund of the city or town. The city or town shall not be liable to the holder or owner of any bond, interest coupon, or warrant for any loss to the local improvement guaranty fund occurring in the lawful operation thereof. 411 The City of Yakima, Washington (the "City") hereby acknowl- edges itself to owe and for value received promises to pay to the Registered Owner identified above from the Consolidated Local Improvement District No. 2 Bond Redemption Fund (the "Bond Fund") created by Ordinance No. (the "Bond Ordinance"), the Prin- cipal Amount indicated above and to pay interest thereon from May 1, 1987, or the most recent date to which interest has been 1 111 paid or duly provided for until payment of this bond at the -6- NMN444 87/05/07 1 Interest Rate set forth above, payable on May 1, 1988, and annu- ally thereafter on the first day of each May. 1111 Both principal of and interest on this bond are payable in lawful money of the United States of America. Interest shall be paid by mailing a check or draft to the Registered Owner or assigns at the address shown on the Bond Register as of the 15th day of the month prior to the interest payment date. Principal shall be paid to the Registered Owner or assigns upon presentation and surrender of this bond at the principal office of the fiscal agency of the State of Washington in either Seattle, Washington, or New York, New York (collectively, the "Bond Register"). Reference is hereby made to additional provisions of this bond set forth on the reverse side hereof and such additional provisions shall for all purposes have the same effect as if set forth in this space. 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. 1111 It is hereby certified and declared that this bond and the bonds of this issue are issued pursuant to and in compliance with the Constitution and laws of the State of Washington and ordi nances of the City, and that all acts, conditions and things required to be done precedent to and in the issuance of this bond have happened, been done, and performed. 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 its Mayor, to be attested by the manual or facsimile signature of its City Clerk, and the official seal of the City to be impressed or imprinted hereon this 1st day of May, 1987. CITY OF YAKIMA, WASHINGTON SEAL By /manual or facsimile signature/ Mayor ATTEST: 11/0 /manual or facsimile signature/ City Clerk CERTIFICATE OF AUTHENTICATION Date of Authentication: This bond is one of the bonds described in the within- mentioned Bond Ordinance and is one of the Consolidated Local Improvement District No. 2, 1987 Bonds of the City of Yakima. WASHINGTON STATE FISCAL AGENCY Bond Registrar 111 By /manual signature/ Authorized Officer 1110 -7- NMN444 87/05/07 • 1 11 1 ADDITIONAL BOND PROVISIONS This bond is one of an authorized issue of bonds of like date and tenor, except as to number, interest rate, and amount in the aggregate principal amount of $298,150.37 (the "Bonds") issued to provide a portion of the funds necessary for certain improvements within Local Improvement Districts Nos. 1035, 1036, 1037, 1038, and 1041 of the City. These Local Improvement Districts have been consolidated into Consolidated Local Improvement District No. 2 pursuant to RCW 35.45.160. The Bonds are payable solely from the special fund of the City known as the "Consolidated Local Improvement District No. 2 Bond Redemption Fund" (the "Bond Fund") created pursuant to Ordinance No. of the City and out of the Local Improvement District Guaranty Fund of the City. The City has irrevocably obligated and bound itself to pay into the Bond Fund all assess- 4 11 0 ments levied within Local Improvement Districts Nos. 1035, 1036, 1037, 1038 and 1041. The Bonds are not general obligations of the City. The Bonds have been designated as "qualified tax-exempt obligations" for purposes of Section 265(b) of the Internal Revenue Code of 1986. The Bonds are subject to redemption at a price of par in advance of their scheduled maturity, in whole or in part, in numerical order by control number, on any interest payment date whenever there shall be sufficient money in the Bond Fund to pay the same and all bonds of Local Improvement District No. 2 which mature at such time, over and above an amount sufficient for the payment of the interest next accruing on the unpaid Bonds of Consolidated Local Improvement District No. 2. Notice of any such intended redemption shall be given not less than ten (10) nor more than thirty (30) days prior to the redemption date by first class mail, postage prepaid, to the registered owner of any Bond to be redeemed at the address appear- 1 11 0 ing on the Bond Register. The requirements of the Bond Ordinance shall be deemed to be complied with when notice is mailed as herein provided, regardless of whether or not it is actually received by the owner of any Bond. Interest on all of such Bonds so called for redemption shall cease to accrue on the date fixed for redemption unless such Bond or Bonds so called for redemption are not redeemed upon presentation made pursuant to such call. The Bonds are interchangeable for Bonds of any authorized denomination of equal aggregate principal amount and of the same interest rate and maturity upon presentation and surrender to the Bond Registrar. The City hereby covenants and agrees with the owner of this Bond that it will keep and perform all the covenants of this Bond and of the Bond Ordinance to be by it kept and performed. Refer- ence is hereby made to the Bond Ordinance for the definitions of defined terms used herein. Reference to the Bond Ordinance and any and all modifications 4 11 1 and amendments thereto is made for a description of the nature and extent of the security for the Bonds, the funds or revenues pledged, and the terms and conditions upon which the Bonds are issued. -8- NMN444 87/05/07 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 410 PLEASE INSERT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER OF TRANSFEREE (Please print or typewrite name and address, including zip code, of Transferee) the within bond and does hereby irrevocably constitute and appoint of • or its successor, as Bond Registrar to transfer said bond on the books kept for registration thereof with full power of substitution in the premises. DATED: , 19. SIGNATURE GUARANTEED: 411 NOTE: The signature on this Assignment must correspond with the name of the registered owner as it appears upon the face of the within bond in every particu- lar, without alteration or enlargement or any change whatever. The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as 4110 tenants in common UNIF GIFT MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Abbreviations may also be used though not in list above. Section 7. Execution of Bonds. The Bonds shall be signed on 111 behalf of the City by the manual or facsimile signature of the Mayor, shall be attested by the manual or facsimile signature of 4110 -9- NMN444 87/05/07 4 11 1 the City Clerk, and shall have the corporate seal of the City impressed or imprinted thereon. Only such Bonds as shall bear thereon a Certificate of Authentication in the form hereinbefore recited, 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 hereunder and are entitled to the benefits of this ordinance. 4111 In case either of the officers 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 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 411 shall not have been such officer of the City. Section 8. Bond Registrar. The City hereby specifies and adopts the system of registration for the Bonds approved by the Washington State Finance Committee. The Bond Registrar shall keep, or cause to be kept, at its principal corporate trust office, sufficient books or records for the registration and transfer of the Bonds which shall at all times be open to inspec- tion by the City. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver the Bonds transferred or exchanged in accordance with the provisions of such Bonds and this -10- NMN444 87/05/07 ordinance and to carry out all of the Bond Registrar's powers and duties under this ordinance. 4111 The Bond Registrar shall be responsible for its representa- tions contained in the Certificate of Authentication on the Bonds. 4111 The Bond Registrar may become the owner of Bonds with the same rights it would have if it were not the Bond Registrar, and to the extent permitted by law, may act as depositary for and permit any of its officers or directors to act as a member of, or in any ' other capacity with respect to, any committee formed to protect the rights of owners of the Bonds. Section 9. Defeasance. In the event that money and/or "Government Obligations" (as now or hereafter defined in RCW Ch. 410 39.53 or its successor statute, if any) maturing at such time or times and bearing interest to be earned thereon in amounts (to- gether with such money if necessary) sufficient to redeem and retire the Bonds or any of them in accordance with their terms are set aside in a special account to effect such redemption or retirement and such money and/or the principal of and interest on such obligations are irrevocably set aside and pledged for such purpose, then no further payments need be made into the Bond Fund for the payment of the principal of and interest on the Bonds so provided for, and the owners of such Bonds shall cease to be entitled to any lien, benefit or security of this ordinance except the right to receive the funds so set aside and pledged, and such Bonds shall be deemed not to be outstanding hereunder. Section 10. Bonds to Remain Tax Exempt; Nonarbitrage. The City covenants with the owners of the Bonds that it will not use or invest the proceeds of the Bonds or any other funds of the City for any purpose or in any manner or take any other action that would cause the Bonds to be "arbitrage bonds" as defined in 111 Section 148 of the Internal Revenue Code of 1986 and the applic- able regulations promulgated thereunder, or would result in 1110 -11- NMN444 87/05/07 • 4 111 interest on the Bonds becoming taxable income to the owners thereof under Section 103 of the Internal Revenue Code of 1986, or any other federal tax legislation that may be enacted into law. Section 11. Bonds Designated "Qualified Tax-Exempt Obliga- tions." The Bonds are hereby designated as "qualified tax-exempt obligations" for purposes of Section 265(b) of the Internal Revenue Code of 1986. Section 12. Lost or Destroyed Bonds. In case the Bonds or any of them shall be lost, stolen or destroyed, the Bond Registrar may execute and deliver a new Bond or Bonds of like amount, date, and tenor to the registered owner thereof upon the owner's paying the expense and charges of the City and the Bond Registrar in connection therewith and upon his/her filing with the Finance Director of the City and the Bond Registrar evidence satisfactory to said Finance Director and Bond Registrar that such Bond or Bonds were actually lost, stolen or destroyed and of his/her ownership thereof, and upon furnishing the City and Bond Registrar with indemnity satisfactory to such Finance Director and Bond Registrar. Section 13. Payment of Assessments and Interest on Assess- ments. The City has heretofore levied Assessments payable into 11111 the various funds created for the Districts in the total amounts listed below, of which the following amounts were prepaid prior to the passage of this Ordinance and the remaining amounts are payable in ten (10) equal annual installments together with interest and penalties thereon in the manner and at the times specified in the ordinance confirming the assessment rolls for the various Districts: 4110 -12- NMN444 87/05/07 Ordinance Amount Confirming Amount of Amount of Unpaid LID No. Roll Assessment Prepaid Assessments 4110 1035 2992 $201,137.80 $61,269.68 $139,868.12 1036 2976 27,552.31 0.00 27,552.31 1037 2977 41,900.00 0.00 41,900.00 1038 2942 58,102.00 9,674.00 48,428.00 1041 3004 58,011.70 17,609.76 40,401.94 The balance of Assessments remaining unpaid at the end of the thirty-day prepayment period shall bear interest at the following rates: Interest Rate on LID No. Unpaid Assessments 41/ 1035 1036 8.50% 8.50 1037 8.50 1038 9.75 1041 6.70 Both principal of and interest on the Bonds are payable solely out of the Bond Fund and from the Local Improvement Guaranty Fund of the City. Section 14. Sale of Bonds. The sale of the Bonds to Seattle-Northwest Securities Corporation, Seattle, Washington, at the price and pursuant to the terms and conditions set forth 4110 herein and in their offer dated May 12, 1987, is hereby in all respects ratified and confirmed. Upon the sale of the Bonds, the appropriate City officials are hereby authorized to do everything necessary for the prompt printing, issuance and delivery of the Bonds and the proper application of the proceeds thereof. Section 15. Application of Proceeds. Accrued interest, if any, on the Bonds shall be deposited in the Bond Fund and shall be applied to the payment of interest first coming due on the Bonds. The principal proceeds of the Bonds shall be deposited as follows: 1110 -13- NMN444 87/05/07 . _ 4111 Local Improvement District No. 1035 Fund $139,868.12 Local Improvement District No. 1036 Fund 27,552.31 III Local Improvement District No. 1037 Fund 41,900.00 Local Improvement District No. 1038 Fund 48,428.00 Local Improvement District No. 1041 Fund 40,401.94 The proceeds of the Bonds, together with other money in said Funds, shall be used to pay and redeem the warrants outstanding against said Funds, to repay any outstanding interfund loans, to pay any remaining costs of improvements constructed in the respec- tive Districts, and to pay all expenses incidental thereto and to 4 110 the issuance of the Bonds. Section 16. Effective Date. This ordinance shall be in full force and effect thirty (30) days from and after its passage, approval and publication as provided by law and by City Charter. PASSED BY THE COUNCIL AND SIGNED AND APPROVED this 12th day of May, 1987. CITY •F YAKI ib 1. 7 1 By L ttit it 1 I. . . - t , AYOR II 1111 ATTEST: 411/ A l aluL.,— 4 CITY CLERK PUBLISHED: 5/15/87 EFFECTIVE DATE: 6/15/87 0 III -14- NMN444 87/05/07 CLERK'S CERTIFICATE 4110 I, the undersigned, the duly chosen, qualified and acting Clerk of the City of Yakima, Washington (the "City"), and keeper 111 of the records of the Council of the City (herein called the "Council"), DO HEREBY CERTIFY: 1. That the attached Ordinance No. 3 (herein called the "Ordinance") is a true and correct copy of an ordinance of the City, as finally passed at a regular meeting of the Council held on the 12th day of May, 1987 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 4110 law, due and proper notice of such meeting was given; that a quorum was present throughout the meeting and a legally sufficient number of members of the Council voted in the proper manner for the passage of the Ordinance; that all other requirements and proceedings incident to the proper passage of the Ordinance have been duly fulfilled, carried out and otherwise observed, and that I am authorized to execute this certificate. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City this 12th day of May, 1987. City Clerk 4110 City of Yakima, Washington (S E A L) II/ 4110 NMN444 87/05/07 .�� ..' LLTiA Northwest _'_'__-_---CORPORATION SEAF1RST FIFTH AVENUE PLAZA `w~ SUITE -- WASHINGTON 98104 1206) 628.2882 May 12, 1987 ��- The Honorable Mayor and City Council City of Yakima Yakima, Washington Re: Consolidated Local Improvement District No. 2 Bonds - $298,150.37 Honorab!e Mayor and City Council: Seattle-Northwest Securities Corporation ("Purchaser") offers to purchase from the City of Yakima ("Selier") all the above-described bonds (the TlBondshl), on the terms and based upon the covenants, representations and warranties set forth below. Appendix A, which is incorporated into this agreement by reference, contains a brief description of the Bonds, including principal amount, maturity, 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 adopt an ordinance authorizing the Bonds (the "Bond Ordinance") in substantially the form attached to this agreement. The Purchaser is authorized by Seller to use these documents and the information contained in them in connection with the public offering and sale 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 adopt 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, constitute or create a breach or default under any existing law, regulation, order or agreement to which Selier 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, as of its date and (except as to matters corrected in the Final Official Statement) as of the Closing, shall be 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 May 12, 1987 Page Two 3. The Purchaser shall have the right to cancel the agreement contained herein to purchase the Bonds by notifying the Seller of its election to do so if, after the execution of this Contract of Purchase 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 Underwriter, 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 a national emergency, or other national or international calamity or other event shall have occurred or accelerated to such an extent �o in the opinion of the Purchaser, to have a materially n as, p n s , o avc r y adverse affect on the marketability of the Bonds; or (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; (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 Securities and Exchange Commission 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 Ordinance is not exempt from the registration, qualification or other requirements of the Trust Indenture Act of 1934, as amended and as then in effect, or ���N ��� (f) a stop order, ruling or regulation by the Securities and Exchange Commission 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 . .. ��� �� `�' Honorable Mayor and City Counci! City of Yakima May 12, 1987 Page Three the Official Statement, is in violation of any provision of the Securities • Act of 1933, as amended arid as then in effect, the Securities Exchange Act of 1984, 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 rice thereof. 4. The Purchaser's obligations hereunder are also subject to the following conditions: (a) At or prior to the Closing Seller will deliver, make available to the Purchaser, or have adopted: (1) The Bonds, in definitive form and duly executed or a temporary bond as provided; (ii) A certificate from authorized officers of Seller, in form and substance acceptable to the Seller and the Purchaser, stating that execution of the Certificate shall constitute execution of the Final Official Statement by Seller, that the Final {}fficiai Statement attached thereto, to the knowledge and belief of such officers, after due review, does not contain any untrue statement of a material fact or omit any statement or information which is necessary to make the statements therein, in the light of the circumstances under which made, not nnisLeadin and that the representations of the Seller , �' p contained in this agreement were true and correct when made and are true and correct as of the Closing; (iii) The approving opinion of Bond Counsel dated the Closing date, in substantia!Iy the form attached to this Contract of Purchase; (iv) The following documents executed by authorized officers of the Seller: (a) A certificate, dated the day of the Clos ng to the effect that no litigation or other proceedings are pending or threatened in any way affecting the issuance, sale or delivery of, or security for, any of the Bonds. (b) A certificate setting forth the facts, estimates and circum- stances 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 ��� and any applicable regulations thereunder. ��' • Honorable Mayor and City Council City of Yakima May 12, 1987 Page Four • (c) Such additional certificates, instruments or opinions or other evidence as the Purchaser may deem 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 representa- tions and warranties, and the conformity of the Bonds, and Bond Ordinance with the terms thereof as sum- marized in the Official Statement, and to cover such other matters as it reasonably requests. (d) A certified copy of the Bond Ordinance. 5. The Seller will pay the cost of preparing, printing and executing the Bonds and the fees and disbursements of Bond Counsel, bond registration, and other Seller expenses. The Purchaser will pay the fees and disbursements of Purchaser's counsel, if any, the preparation and filing of blue sky and legal investment surveys where necessary, and other Purchaser's expenses, including any travel expenses. 6. This agreement is intended to benefit only the parties hereto, and Seller's representations and warranties shall survive any investigation made by or for the Purchaser, delivery and payment for the Bonds, and the termination of this Purchase Contract. 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 Purchase Contract, except that any expenses incurred shall be borne in accordance with Section 5. 7. This offer expires on the date, and at the time, set forth on Appendix A. Respectfully submitted, SEATTLE-NORTHWEST SECURITIES CORPORATION ( By: Joh . Rose, Vice President Accepted May 12, 1987 CITY OF YAKIMA ATTEST: 4110 Karen S. Roberts, City Clerk 1 RICHARD A. ZAIS, JR., CITY MANAGER City Contract #87-25 . .. ��N� ���V �� Honorable Mayor and City Council City of Yakima May 12, 1987 Page Four (c) Such additional certificates, instruments or opinions or n�� other evidence as the Purchaser may deem 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 representa- tions and warranties, and the conformity of the Bonds, and Bond Ordinance with the terms thereof as sum- marized in the Official Statement, and to cover such other matters as it reasonably requests. (d) A certified copy of the Bond Ordinance. 5. The Seller will pay the cost of preparing, printing and executing the Bonds and the fees and disbursements of Bond Counsel, bond registration, and other Seller expenses. The Purchaser will pay the fees and disbursements of Purchaser's counsel, if any, the preparation and filing of blue sky and legal investment surveys where necessary, and other Purchaser's expenses, including any travel expenses. 6. This agreement is intended to benefit only the parties hereto, and Seller's representations and warranties shall survive any investigation made by or for the Purchaser, delivery and payment for the Bonds, and the terrnination of this Purchase Contract. 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 Purchase Contract, except that any expenses incurred shall be borne in accordance with Section 5. 7. This offer expires on the date, and at the time, setforth on Appendix A. Respectfully submitted, SEATTLE-NORTHWEST SECURITIES CORPORATION By: John on�,Yice��resid�n� " Accepted May 12, 1987 CITY OF YAKIMA �� . ' -' ��� ���� �� APPENDIX A DESCRIPTION OF BONDS -- (a) Purchase Price: $290,696,61 ($97.50 per $100), plus accrued interest from the dated date of May 1, 1987 to date of Closing. (b) Denominations: $5,000, with the exception of bond number one, which is in the denomination of $3,150.37. (c) Form: Fully registered. (d) Interest Payment Dates: May 1, commencing May 1, 1988. (e) Maturity Schedule: Bonds shall mature on May 1, 1999 and bear interest as follows: Bond Interest Numbers Amounts Rates 1 - 10 $48,l50.37 6.0096 11 - 19 45,000.00 6.25 20 -25 30,000.00 6.50 26-31 30,000.00 6.7.5 32- 37 30,000.00 7.00 38 - 43 30,000,00 7,20 44-49 30,000.00 7.40 50 - 55 30,000,00 7.60 56 -58 15,000.00 7.80 59 - 60 10,000.00 8,00 (f) Redemption: The Bonds shall be redeemed at par in advance of their scheduled maturity, by application of assessments and prepayments thereof, in numerical order on any interest payment date whenever there shall be sufficient money in the Bond Fund to pay the same and all Bonds which mature at such time, over and above the amount sufficient for the payment of the interest next accruing on all unpaid bonds. (g) Closing Date: With definitive Bonds on or about May 28, 1987. (h) Offer Expires: 6:00 p.m., May 12, 1987. (i) Bond Counsel: Preston, Thorgrimson, Ellis & Holman. LAW OFFICES OF 4 11/ 1 WASHINGTON, OC. PRESTON, THORGRIMSON, ELLIS a HOLMAN 5-A00 COLUMBIA SEAFIRST CENTER 701 FIFTH AVENUE •NCIAONAGE 1776Nr.w6ORAA,K.N.w.SUIT[500 SEATTLE. WASHINGTON 9010.47011 Azo sTAA[T, So.T6 •Ow wASKINGTON. 0.c. 20006 ANCHORAGE. 99501 ALAS (206) 6E3 T560 (606.76466(7 TEL.( pOw0S9 w5N TELCCONT (907) 2 TCLECOwr (202) 331•1060 TEL 4740036 TELECOP (206)623.7022 wrowrumo SHONA PRES.°, HOLHAN 56•AINST riAl•NCLAL, 26NTSla 1230 5.0 Hv AvEN).), SUITS 300 SUITE 050 HOwTLANO. OREGON 67,04 SPOAAN, WASHINGTON 99201 (503) 225-0515 )3 620.600 TCLECOwf 503) 348.0065 TEL(GONT (50a) A56-006 • City of Yakima Yakima, Washington Seattle-Northwest Securities - Corporation Seattle, Washington Re: City of Yakima, Washington • Consolidated Local Improvement District No. 2, 1987 Bonds - $298,150.37 Ladies and Gentlemen: We have examined a certified transcript of all of the proceedings taken in the matter of the issuance by the City of • Yakima, Washington (hereinafter called the "City"), of bonds of Consolidated Local Improvement District No. 2, 1987 Bonds, in the principal amount of $298,150.37 (hereinafter called the "Bonds"), • issued pursuant to Ordinance No. of the City, passed May 12, 1987, for the purpose of providing funds to pay the costs of • certain improvements within Local Improvement District Nos. 1035, 1036, 1037, 1038, and 1041 (the "Districts"). We have examined the authenticated Bond No. 1 of this issue and have found the same to have been executed and sealed in the manner required by law. The Bonds are dated May 1, 1987, are in fully registered form, are in the denomination of $5,000 each, except for Bond No. 1 in the denomination of $3,150.37, are numbered separately from • 1 to 60 in such manner and with such additional designation as • the Bond Registrar deems necessary for purposes of identification and control, mature on May 1, 1999, and bear interest at the • following rates per annum payable annually beginning May 1, 1988 and annually thereafter on May 1 of each year: Bond Nos. Amount Interest Rate 1-10 $48,150.37 11-19 45,000.00 • 20-25 30,000.00 26-31 30,000.00 32-37 30,000.00 38-43 30,000.00 44-49 30,000.00 50-55 30,000.00 56-58 15,000.00 59-60 10,000.00 The Bonds shall be redeemed at a price of par in advance of their scheduled maturity, by application of assessments and prepayments thereof, in numerical order on any interest payment date whenever there shall be sufficient money in the Consolidated Local Improvement District No. 2 Fund to pay the same and all over and above an amount sufficient for the payment of the interest next accruing on all unpaid Bonds. From such examination it is our opinion that the Bonds have been legally issued, that a guaranty fund of the City has been established by law, and that the principal of and interest on the Bonds are payable out of valid unpaid assessments in the Districts and the moneys in the Consolidated Local Improvement District Bond Redemption Fund of the City at least equal to the principal amount of the Bonds and out of assets now in or to be paid into said guaranty fund, except to the extent that the enforcement of the rights and remedies of any owner of the Bonds may be limited by laws relating to bankruptcy or reorganization , - - or other similar laws of general application affecting the rights • of creditors. It is our further opinion that interest on the Bonds is excludable from gross income for purposes of federal income taxation pursuant to Section 103 of the Internal Revenue Code of 1986 (the "Code"). We are also of the opinion that the Bonds are not private activity bonds. Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals, but is taken into account in the computation of the corporate alternative minimum tax under Section 55 of the Code and in the computation of the environmental tax on corporations under Section 59A of the Code. We express no opinion regarding any other federal tax consequences arising with respect to ownership of the Bonds. Very truly yours, PRESTON, THORGRIMSON, ELLIS & HOLMAN • By Forrest W. Walls FWW:NMN:at A:14