HomeMy WebLinkAboutOrd 1698 - $6,000.000 Limited Tax General Obligation Bonds - Tukwila Community Center / Fire Station #53 �VA,.wq 6,w 0 o
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City of Tukwila
Washington
Ordinance No. A� VS
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, RELATING TO CONTRACTING
INDEBTEDNESS; PROVIDING FOR THE ISSUANCE OF $6,000,000 PAR
VALUE OF LIMITED TAX GENERAL OBLIGATION BONDS, 1994, OF
THE CITY FOR GENERAL CITY PURPOSES TO PROVIDE FUNDS
WITH WHICH TO PAY A PART OF THE COST OF ACQUIRING AND
CONSTRUCTING A COMMUNITY CENTER AND REPLACING FIRE
STATION NO. 53, AND TO PAY COSTS OF ISSUING THOSE BONDS;
FIXING THE DATE, FORM, MATURITIES, INTEREST RATES, TERMS
AND COVENANTS OF THE BONDS; ESTABLISHING A BOND
REDEMPTION FUND; AND APPROVING THE SALE AND PROVIDING
FOR THE DELIVERY OF THE BONDS TO LEHMAN BROTHERS OF
SEATTLE, WASHINGTON.
WHEREAS, the City of Tukwila, Washington (the "City is in need of acquiring and
constructing a community center at the Allentown site and replacing Fire Station No. 53
(collectively the "Project the combined estimated cost of which is $9,300,000, and the City
does not have available sufficient funds to pay all of that cost; and
WHEREAS, by Ordinance No. 1683, the City Council authorized the issuance of the
City's limited tax general obligation bonds in the amount of $6,000,000 to pay a part of the cost
of the Project and to pay costs of issuance and sale of the bonds, and, pending the issuance of
those bonds, authorized the issuance of limited tax general obligation bond anticipation notes or
interfund loans to pay costs of the Project;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY ORDAINS AS FOLLOWS:
Section 1. Debt Capacity. The assessed valuation of the taxable property of the City as
ascertained by the last preceding assessment for City purposes for the calendar year 1994 is
$2,533,247,603, and the City has outstanding general indebtedness evidenced by limited tax
general obligation bonds in the principal amount of $450,000 incurred within the limit of up to
3/4 of 1% of the value of the taxable property within the City permitted for general municipal
purposes without a vote of the qualified voters therein, unlimited tax general obligation bonds in
the principal amount of -0- incurred within the limit of up to 2 -1/2% of the value of the taxable
property within the City for capital purposes only, unlimited tax general obligation bonds in the
principal amount of -0- incurred within the additional limit of up to 2 -1/2% of the value of the
taxable property within the City for utility purposes and unlimited tax general obligation bonds
in the principal amount of $680,000 incurred within the additional limit of up to 2 -1/2% of the
value of the taxable property within the City for parks and open space purposes issued pursuant
to a vote of the qualified voters of the City, and the amount of indebtedness for which bonds are
authorized herein to be issued is $6,000,000.
Section 2. Description of Bonds. The City shall issue its Limited Tax General
Obligation Bonds, 1994 (the "Bonds in the aggregate principal amount of $6,000,000 to
provide the funds to pay a part of the cost of the Project, and to pay costs of issuing the Bonds.
The Bonds shall be dated March 15, 1994; shall be in the denomination of $5,000 or any integral
multiple thereof within a single maturity; shall be numbered separately in the manner and with
any additional designation as the Bond Registrar (collectively, the fiscal agencies of the State of
Washington located in Seattle, Washington, and New York, New York) deems necessary for
purposes of identification; shall bear interest at the rates set forth below (computed on the basis
of a 360-day year of twelve 30-day months), payable on January 1, 1995, and semiannually
thereafter on each succeeding July 1 and January 1; and shall mature on January 1 in years and
amounts and bear interest at the rates per annum as follows:
Maturity Interest
Years Amounts Rates
1996 $195,000 3.80
1997 205,000 4.00
1998 210,000 4.30
1999 220,000 4.60
2000 230,000 4.70
2001 245,000 4.80
2002 255,000 4.90
2003 270,000 5.00
2004 280,000 5.10
2005 295,000 5.20
2006 315,000 5.60
2007 330,000 5.70
2008 350,000 5.75
2009 370,000 5.80
** **
2014 2,230,000 5.90
The life of the capital facilities to be acquired with the proceeds of the Bonds exceeds the term
of the Bonds.
Section 3. Registration and Transfer of Bonds. The Bonds shall be issued only in
registered form as to both prlncipal and interest and shall be recorded on books or records
maintained by the Bond Registrar (the "Bond Register"). The Bond Register shall contain the
name and mailing address of the owner of each Bond and the principal amount and number of
each of the Bonds held by each owner.
Bonds surrendered to the Bond Registrar may be exchanged 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. Any exchange or transfer shall be without cost to the owner or transferee.
The Bond Registrar shall not be obligated to exchange or transfer any Bond during the 15 days
preceding any principal payment or redemption date.
Section 4. Payment of Bonds. Both 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
checks or drafts of the Bond Registrar mailed on the interest payment date to the registered
owners at the addresses appearing on the Bond Register on the 15th day of the month preceding
the interest payment date. I'1incipal of the Bonds shall be payable upon presentation and
surrender of the Bonds by the registered owners at either of the principal offices of the Bond
Registrar at the option of the owners.
Section 5. Optional Redemption, Mandatory Redemption and Open Market
Purchase of Bonds. Bonds maturing in the years 1996 through 2004, inclusive, shall be issued
without the right or option of the City to redeem those Bonds prior to their stated maturity dates.
The City reserves the right and option to redeem the Bonds maturing on or after January 1,
2005, prior to their stated maturity dates, on or after January 1, 2004, as a whole at any time, or
in part on any interest payment date within one or more maturities selected by the City (and by
lot within a maturity in such manner as the Bond Registrar shall determine), on the following
dates and at the following redemption prices (expressed as a percentage of par) plus accrued
interest to the date fixed for redemption:
Optional
Redemption Dates
January 1,2004, through December 31,2004
January 1,2005, through December 31,2005
January 1, 2006, and thereafter
RedemDtion Prices
102%
101
100 (par)
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Bonds maturing in 2014 are Term Bonds and, if not redeemed under the optional
redemption provisions set forth above or purchased in the open market under the provisions set
forth below, shall be called for redemption by lot (in such manner as the Bond Registrar shall
determine) at par plus accrued interest on January 1 in years and amounts as follows:
Mandatory
Redemption
_YearL
Mandatory
Redemption
Amounts
2010
2011
2012
2013
2014*
$395,000
420,000
445,000
470,000
500,000
*maturity
If the City shall redeem Term Bonds under the optional redemption provisions set forth
above or purchase Term Bonds in the open market as set forth below, the par amount of the
Term Bonds so redeemed or purchased (irrespective of their actual redemption or purchase
prices) shall be credited against one or more scheduled mandatory redemption amounts for those
Term Bonds (as allocated by the City) beginning not earlier than 60 days after the date of the
optional redemption or purchase, and the City shall promptly notify the Bond Registrar in
writing of the manner in which the credit for the Term Bonds so redeemed or purchased has
been allocated.
Portions of the principal amount of any Bond, in installments of $5,000 or any integral
multiple thereof, may be redeemed. If less than all of the principal amount of any Bond is
redeemed, upon surrender of that Bond at either of the principal offices of the Bond Registrar,
there shall be issued to the registered owner, without charge therefor, a new Bond (or Bonds, at
the option of the registered owner) of the same maturity and interest rate in any of the
denominations authorized by this ordinance in the aggregate principal amount remaining
unredeemed.
The City further reserves the right and option to purchase any or all of the Bonds in the
open market at any time at any price acceptable to the City plus accrued interest to the date of
purchase.
All Bonds purchased or redeemed under this section shall be canceled.
Section 6. Notice of Redemption. The City shall cause notice of any intended
redemption of Bonds to be given not less than 30 nor more than 60 days prior to the date fixed
for redemption by first-class mail, postage prepaid, to the registered owner of any Bond to be
redeemed at the address appearing on the Bond Register at the time the Bond Registrar prepares
the notice, and the requirements of this sentence shall be deemed to have been fulfilled when
notice has been mailed as so provided, whether or not it is actually received by the owner of any
Bond. Interest on Bonds called for redemption shall cease to accrue on the date fixed for
redemption unless the Bond or Bonds called are not redeemed when presented pursuant to the
call. In addition, the redemption notice shall be mailed within the same period, postage prepaid,
to Moody's Investors Service, Inc., and Standard & Poor's Corporation at their offices in New
York, New York, or their successors, to Lehman Brothers, at its principal office in Seattle,
Washington, or its successor, and to such other persons, including registered securities
depositories, and with such additional information as the City Finance Director shall determine,
but these additional mailings shall not be a condition precedent to the redemption of Bonds.
Section 7. Failure to Redeem Bonds. If any Bond is not redeemed when properly
presented at its maturity or call date, the City shall be obligated to pay interest on that Bond at
the same rate provided in the Bond from and after its maturity or call date until that Bond, both
principal and interest, is paid in full or until sufficient money for its payment in full is on
deposit in the bond redemption fund hereinafter created and the Bond has been called for
payment by giving notice of that call to the registered owner of each of those unpaid Bonds.
Section 8. Pledge of Taxes. For as long as any of the Bonds are outstanding, the City
irrevocably pledges to include in its budget and levy taxes annually within the constitutional and
statutory tax limitations provided by law without a vote of the electors of the City on all of the
taxable property within the City in an amount sufficient, together with other money legally
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available and to be used therefor, to pay when due the principal of and interest on the Bonds, and
the full faith, credit and resources of the City are pledged irrevocably for the annual levy and
collection of those taxes and the prompt payment of that principal and interest.
Section 9. Form and Execution of Bonds. The Bonds shall be printed or lithographed
on good bond paper in a form consistent with the provisions of this ordinance and state law and
shall be signed by the Mayor and City Clerk, either or both of whose signatures may be manual
or in facsimile, and the seal of the City or a facsimile reproduction thereof shall be impressed or
printed thereon.
Only Bonds bearing a Certificate of Authentication in the following form, manually
signed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the
benefits of this ordinance:
CERTIFICATE OF AUTHENTICATION
This Bond is one of the fully registered City of Tukwila, Washington, Limited Tax
General Obligation Bonds, 1994, described in the Bond Ordinance.
WASHINGTON STATE FISCAL AGENCY
Bond Registrar
By
Authorized Signer
The authorized signing of a 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.
If any officer whose facsimile signature appears on the Bonds ceases to be an officer of
the City authorized to sign bonds before the Bonds bearing his or her facsimile signature are
authenticated or delivered by the Bond Registrar or issued by the City, those Bonds nevertheless
may be authenticated, delivered and issued and, when authenticated, issued and delivered, shall
be as binding on the City as though that person had continued to be an officer of the City
authorized to sign bonds. Any Bond also may be signed on behalf of the City by any person
who, on the actual date of signing of the Bond, is an officer of the City authorized to sign bonds,
although he or she did not hold the required office on the date of issuance of the Bonds.
Section 10. Bond Registrar. The Bond Registrar shall keep, or cause to be kept, at its
principal corporate trust office, sufficient books for the registration and transfer of the Bonds,
which shall be open to inspection by the City at all times. The Bond Registrar is authorized, on
behalf of the City, to authenticate and deliver Bonds transferred or exchanged in accordance
with the provisions of the Bonds and this ordinance, to serve as the City's paying agent for the
Bonds and to carry out all of the Bond Registrar's powers and duties under this ordinance and
City Ordinance No. 1338 establishing a system ofregistration for the City's bonds and
obligations.
The Bond Registrar shall be responsible for its representations contained in the Bond
Registrar's Certificate of Authentication on the Bonds. 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 depository for and permit any of its officers or directors to
act as members of, or in any other capacity with respect to, any committee formed to protect the
rights of Bond owners.
Section 11. Preservation of Tax Exemption for Interest on Bonds. The City
covenants that it will take all actions necessary to prevent interest on the Bonds from being
included in gross income for federal income tax purposes, and it will neither take any action nor
make or permit any use of proceeds of the Bonds or other funds of the City treated as proceeds
of the Bonds at any time during the term of the Bonds which will cause interest on the Bonds to
be included in gross income for federal income tax purposes. The City certifies that it has not
been notified of any listing or proposed listing by the Internal Revenue Service to the effect that
it is a bond issuer whose arbitrage certifications may not be relied upon.
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Section 12. Designation of Bonds as "Qualified Tax-Exempt Obligations." The City
has determined and certifies that (a) the Bonds are not "private activity bonds" within the
meaning of Section 141 of the Code; (b) the reasonably anticipated amount of tax-exempt
obligations (other than private activity bonds) which the City and any entity subordinate to the
City (including any entity which the City controls, which derives its authority to issue tax-
exempt obligations from the City or which issues tax-exempt obligations on behalf of the City)
will issue during the calendar year in which the Bonds are issued will not exceed $10,000,000;
and (c) the amount of tax-exempt obligations, including the Bonds, designated by the City as
"qualified tax-exempt obligations" for the purposes of Section 265(b)(3) of the Code during the
calendar year in which the Bonds are issued does not exceed $10,000,000. The City designates
the Bonds as "qualified tax-exempt obligations" for the purposes of Section 265(b)(3) of the
Code.
Section 13. Bonds Negotiable. The Bonds shall be negotiable instruments to the extent
provided by RCW 62A.8-102 and 62A.8-105.
Section 14. Advance Refunding or Defeasance of the Bonds. The City may issue
advance refunding bonds pursuant to the laws of the State of Washington or use money available
from any other lawful source to pay when due the principal of and interest on the Bonds, or any
portion thereof included in a refunding or defeasance plan, and to redeem and retire, refund or
defease all such then-outstanding Bonds (hereinafter collectively called the "defeased Bonds")
and to pay the costs of the refunding or defeasance. If money and/or "government obligations"
(as defined in Chapter 39.53 RCW, as now or hereafter amended) maturing at a time or times
and bearing interest in amounts (together with money, if necessary) sufficient to redeem and
retire, refund or defease the defeased Bonds in accordance with their terms are set aside in a
special trust fund or escrow account irrevocably pledged to that redemption, retirement or
defeasance of defeased Bonds (hereinafter called the "trust account"), then all right and interest
of the owners of the defeased Bonds in the covenants of this ordinance and in the funds and
accounts obligated to the payment of the defeased Bonds shall cease and become void. The
owners of defeased Bonds shall have the right to receive payment of the principal of and interest
on the defeased Bonds from the trust account. The defeased Bonds shall be deemed no longer
outstanding, and the City may apply any money in any other fund or account established for the
payment or redemption of the defeased Bonds to any lawful purposes as it shall determine.
Section 15. Bond Fund and Deposit of Bond Proceeds. There is created and
established by the office of the City Finance Director a special fund designated as the Limited
Tax General Obligation Bond Fund, 1994 - No. 201 (the "Bond Fund"). Accrued interest on the
Bonds, if any, received from the sale and delivery of the Bonds shall be paid into the Bond
Fund. The Facility Replacement Fund - No. 302 (the "Construction Fund") has been established
by the City Finance Director. The principal proceeds received from the sale and delivery of the
Bonds shall be paid into the Construction Fund and used for the purposes specified in Section 2
of this ordinance. Until needed to pay the costs of the Project and costs of issuance of the
Bonds, the City may invest principal proceeds temporarily in any legal investment, and the
investment earnings may be retained in the Construction Fund and be spent for the purposes of
that fund. All taxes and other money collected for and allocated to the payment of the principal
of and interest on the Bonds shall be deposited in the Bond Fund.
Section 16. Approval of Bond Purchase Contract. Lehman Brothers of Seattle,
Washington, has presented a purchase contract (the "Bond Purchase Contract") to the City
offering to purchase the Bonds under the terms and conditions provided in the Bond Purchase
Contract, which written Bond Purchase Contract is on file with the City Clerk and is
incorporated herein by this reference. The City Council finds that entering into the Bond
Purchase Contract is in the City's best interest and therefore accepts the offer contained therein
and authorizes its execution by City officials.
The Bonds will be printed at City expense and will be delivered to the purchaser in
accordance with the Bond Purchase Contract, with the approving legal opinion of Foster Pepper
& Shefelman, municipal bond counsel of Seattle, Washington, regarding the Bonds printed on
each Bond. Bond counsel shall not be required to review and shall express no opinion
concerning the completeness or accuracy of any official statement, offering circular or other
sales material issued or used in connection with the Bonds, and bond counsel's opinion shall so
state.
5
The proper City officials are authorized and directed to do everything necessary for the
prompt delivery of the Bonds to the purchaser and for the proper application and use of the
proceeds of the sale thereof.
Section 17. Preliminary Official Statement Deemed Final. The City Council has
been provided with copies of a preliminary official statement dated March 9, 1994 (the
"Preliminary Official Statement"), prepared in connection with the sale of the Bonds. For the
sole purpose of the Bond purchaser's compliance with Securities and Exchange Commission
Rule l5c2-l2(b)( 1), the City "deems final" that Preliminary Official Statement as of its date,
except for the omission of information as to offering prices, interest rates, selling compensation,
aggregate principal amount, principal amount per maturity, maturity dates, options of
redemption, delivery dates, ratings and other terms of the Bonds dependent on such matters.
Section 18. Temporary Bond. Pending the printing, execution and delivery to the
purchaser of definitive Bonds, the City may cause to be executed and delivered to the purchaser
a single temporary Bond in the total principal amount of the Bonds. The temporary Bond shall
bear the same date of issuance, interest rates, principal payment dates and terms and covenants
as the definitive Bonds, shall be issued as a fully registered Bond in the name of the purchaser,
and otherwise shall be in a form acceptable to the purchaser. The temporary Bond shall be
exchanged for definitive Bonds as soon as they are printed, executed and available for delivery.
Section 19. Effective Date. This ordinance or a summary thereof shall be published in
the official newspaper of the City, and shall take effect and be in full force five (5) days after
passage and publication as provided by law.
PASSED BY THE CITY COUNCIL OF THE C~A, WASHINGTON,
at a Regular Meeting thereof this c2 / 5<:- day of , 1994.
Joh
w.~
. Rants, Mayor
ATTEST/AUTHENTICATED:
g- e"c--C~
a e E. Cantu, City Clerk
APPROVED AS TO FORM:
BY~ PtJ~
Of Ice of the City Attorney
FILED WITH THE CITY CLERK: .,:g- /1- 9 Y
PASSED BY THE CITY COUNCIL: 3-'2../. <} 9'
PUBLISHED: ...3 -:29- 'J'I-/..J!'};
EFFECTIVE DATE: Jf --.:3 - ? (
ORDINANCE NO.: /" (1/1
cmtrbnd 03/09/94
6
PURCHASE CONTRACT
A & C FILE #!i~42r.
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DATE 0 -d l=~_"f_
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$6,000,000
CITY OF TUKWILA, WASHINGTON
Limited Tax General Obligation Bonds, 1994
March 21, 1994
City of Tukwila, Washington
6200. South Center Boulevard
Tukwila, Washington 98188
Ladies and Gentlemen:
Lehman Brothers Inc. (the "Purchaser"), is pleased to offer to purchase from the City
of Tukwila, Washington (the "Seller") all of its $6,000,000 principal amount of Limited Tax
General Obligation Bonds 1994 (the "Bonds"). This offer is based upon the terms and
conditions set forth below and in Exhibit A attached hereto and incorporated herein by this
reference, which when accepted by the Seller shall constitute the terms and conditions of our
Purchase Contract for the Bonds. Those terms and conditions are as follows:
1. Before the date of delivery and payment for the Bonds identified in paragraph j
of Exhibit A ("Closing"), the Seller shall have passed an ordinance authorizing the issuance of
the Bonds (the "Bond Ordinance") in form and substance acceptable to the Purchaser and the
Seller.
2. The Seller shall sell and deliver to the Purchaser, and the Purchaser shall
purchase, accept delivery of and pay for the entire $6,000,000 principal amount of the Bonds,
for a purchase price set forth in paragraph a of Exhibit A.
3. The Seller consents to and ratifies the use by the Purchaser of the information
contained in the Preliminary Official Statement dated March 9, 1994, relating to the Bonds
(the "Preliminary Official Statement"). As of its date, the Preliminary Official Statement has
been "deemed final" by the Seller for purposes of Securities and Exchange Commission Rule
15c2-12. Seller authorizes the preparation of a final Official Statement (the "final Official
Statement") for the Bonds containing such revisions and additions to the Preliminary Official
Statement as the Seller deems necessary (Purchaser acknowledges changes to the Preliminary
Official Statement made as of the date of this Purchase Contract), and further authorizes the
use of the final Official Statement in connection with the public offering and sale of the Bonds.
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
[1504l-0030/5B940630.241 J
3121/94
to comply with paragraph (b)( 4) of the Securities and Exchange Commission Rule 15c2-12
and 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
4. The Seller represents and warrants to, and agrees with, the Purchaser, as of the
date hereof and as of the date and time of Closing, that:
a. The Seller has and will have at Closing full legal right, power, and
authority to enter into and perform its obligations under this Purchase Contract and
under the Bond Ordinance, to pass the Bond Ordinance and to sell and deliver the
Bonds to the Purchaser.
b. This Purchase Contract, the Bond Ordinance and the Bonds do not and
will not conflict with or create a breach of or default under any existing law,
regulation, judgment, order or decree or any agreement, lease or instrument to which
the Seller is subject or by which it is bound.
c. No governmental consent, approval, or authorization other than the
Bond Ordinance is required in connection with the sale of the Bonds to the Purchaser.
d. This Purchase Contract, the Bond Ordinance and the Bonds (when paid
for by the Purchaser) are, and shall be at the time of Closing, legal, valid and binding
obligations of the Seller enforceable in accordance with their respective terms, subject
only to applicable bankruptcy, insolvency or other similar laws generally affecting
creditors' rights.
e. The Bond Ordinance shall have been duly passed by the Seller, shall be
in full force and effect and shall not have been amended at the time of Closing.
f The Preliminary Official Statement, except as to matters corrected in
the final Official Statement, shall be true and correct in all material respects as of its
date with respect to information obtained from or utilized by officers and employees of
the Seller in the normal course of their duties, and the final Official Statement shall be
true and correct in all material respects as of its date and as of the date of Closing to
the knowledge and belief of such officers and employees.
g. Any certificate or copy of any certificate signed by any official of the
Seller and delivered to the Purchaser pursuant to or in connection with this Purchase
Contract shall be deemed a representation by the Seller to the Purchaser as to the truth
of the statements therein made and is delivered to the Purchaser for such purpose only.
5. As conditions to the Purchaser's obligations hereunder:
[15041-0030/58940630.241 )
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a. from the date of the Seller's acceptance of this Purchase Contract to the
date of Closing, there shall not have been any:
(1) material adverse change in the financial condition or general
affairs of the Seller;
(2) event, court decision or proposed law, rule, or regulation which
may have the effect of changing the federal income tax exemption of the
interest on the Bonds or the transactions contemplated by this Purchase
Contract or the Preliminary and final Official Statements;
(3) international or national crisis, suspension of stock exchange
trading or banking moratorium materially affecting the marketability of the
Bonds; or
(4) material adverse event with respect to the Seller which in the
reasonable judgment of the Purchaser requires or has required an amendment,
modification or supplement to the final Official Statement and such
amendment, modification or supplement is not made.
b. At or before Closing, the Purchaser shall have received the following:
(1) the Bonds, in definitive form, duly executed and authenticated;
(2) a certificate of authorized officers of the Seller, in form and
substance acceptable to the Seller and Purchaser, to the effect: (i) that the
Seller's execution of the final Official Statement is authorized, (ii) that, to the
knowledge and belief of such officers, the Preliminary Official Statement did
not as of its date and the final Official Statement (collectively the "Official
Statements) will not as of its date or as of the date of Closing contain any
untrue statement of material fact or omit to state a material fact necessary to
make such statements, in light of the circumstances under which they were
made, not. misleading; and (iii) that the representations of the Seller contained
in this Purchase Contract were true and correct when made and are true and
correct as of Closing;
(3) an approving opinion or opinions of the law firm identified in
paragraph k of Exhibit A as bond counselor from another nationally
recognized firm of municipal bond lawyers (either or both of which shall be
referred to as "Bond Counsel") satisfactory to the Purchaser and dated as of
Closing, to the effect that: (i) the Seller is duly organized and legally existing as
a City under the State of Washington with full power and authority to pass the
Bond Ordinance and to issue and sell the Bonds to the Purchaser; (ii) the
Bonds are valid, legal, and binding obligations of the Seller, except to the
extent that such enforceability may be limited by bankruptcy, insolvency or
[1504l-0030/5B940630.24l]
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other laws affecting creditors' rights; and (iii) interest on the Bonds is exempt
from federal income taxation;
(4) a letter of Bond Counsel, dated the date of Closing and
addressed to the Purchaser, to the effect that it may rely upon the opinion in
subparagraph (3) above as if it were addressed to the Purchaser;
(5) a supplemental opinion of Bond Counsel dated the date of
Closing in the form and substance agreed upon among Bond Counsel, the
Purchaser and the Seller;
(6) an opinion of Counsel to the Purchaser in form and substance
satisfactory to the Purchaser;
(7) a certificate of authorized officers of the Seller to the effect that
no litigation is pending, or to the knowledge of the Seller threatened, against
the Seller in any court: (i) to restrain or enjoin the sale or delivery by the Seller
of the Bonds; (ii) in any manner questioning the authority of the Seller to issue,
or the issuance or validity of, the Bonds; (iii) questioning the constitutionality
of any statute, ordinance or resolution, or the validity of any proceedings,
authorizing the issuance of the Bonds; (iv) questioning the validity or
enforceability of the Bond Ordinance; (v) contesting in any way the
completeness, accuracy or fairness of the Official Statements; (vi) questioning
the titles of any officers of the Seller to their respective offices or the legal
existence of the Seller under the laws of the State of Washington; or
(vii) which might in any material respect adversely affect the transactions
contemplated herein and in the Official Statements to be undertaken by the
Seller;
(8) a certificate signed by authorized officers of the Seller to the
effect that the officers of the Seller who signed or whose facsimile signatures
appear on the Bonds were on the date of execution of the Bonds the duly
elected or appointed, qualified and acting officers of the Seller and that their
signatures are genuine or accurate facsimiles;
(9) a certificate of authorized officers of the Seller to the effect that
the Seller hasnot been and is not in default as to principal or interest payments
on any of its bonds or other obligations;
(10) a certificate of authorized officers of the Seller to the effect
that, from the respective dates of the Official Statements and up to and
including the date of Closing, the Seller has not incurred any material liabilities
direct or contingent, nor has there been any material adverse change in the
financial position, results of operations or condition, financial or otherwise, of
the Seller, except as described in the Official Statements;
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(11) a certified copy of the Bond Ordinance;
(12) a definitive copy of the final Official Statement, signed on behalf
of the Seller by an authorized officer of the Seller;
(13) a non-arbitrage certificate signed by an authorized officer of the
Seller;
(14) an executed copy of this Purchase Contract; and
(15) such additional legal opinions of bond counsel, certificates,
instruments and documents as the Purchaser may reasonably request to
evidence the truth, accuracy and completeness, as of the date hereof and as of
the date of Closing, of the representations and warranties contained herein and
of the statements and infonnation contained in the Official Statements and the
due perfonnance by the Seller at or before Closing of all agreements then to be
perfonnedand all conditions then to be satisfied by the Seller.
6. The Seller shall pay the fees and disbursements of Bond Counsel, the Rating
Agency, costs of printing the Preliminary and final Official Statements, and the Seller's other
consultants and advisors, the costs of federal funds (if used) and the costs of preparing,
printing, executing and registering the Bonds. The Purchaser shall pay the costs of preparing
the Preliminary and final Official Statements (except in the circumstances and to the extent set
forth in paragraph 7 hereof), the fees and disbursements of the Purchaser's counsel, if any, the
printing and filing of blue sky and legal investment surveys, where necessary, the Purchaser's
expenses relative to Closing, and the Purchaser's travel expenses.
7. If, during the period ending on the earlier of May 6, 1994, or the date on which
the Purchaser shall have completed the distribution and delivery to the public of all of the
Bonds, any material adverse event affecting the Seller or the Bonds shall occur which results
in the final Official Statement containing any untrue statement of a material fact or omitting to
state any material fact necessary to make the final Official Statement, or the statements or
infonnation therein contained, in'light of the circumstances under which they were made, not
misleading, the Seller shall notifY the Purchaser and, if in the opinion of the Seller and the
Purchaser such event requires a supplement or amendment to the final Official Statement, the
party whose omission, misstatement or changed circumstance has resulted in the supplement
or amendment will at its expense supplement or amend the final Official Statement in a fonn
and in a manner approved by the Seller and the Purchaser.
8. Any notice or other communication to be given to the Seller under this
Purchase Contract shall be given by delivering the same in writing to its address at 6200
Southcenter Boulevard, Washington 98188, (Attention: Finance Director). Any notice or
other communication to be given to the Purchaser under this Purchase Contract shall be given
by delivering the same in writing to Lehman Brothers, Columbia Seafirst Center, 701 Fifth
Avenue, Suite 7101, Seattle, Washington 98104 (Attention: John C. Moore, Public Finance).
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9. Upon acceptance of this Purchase Contract, this Purchase Contract shall be
binding upon the Seller and the Purchaser. This Purchase Contract in intended to benefit only
the parties hereto. The 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, except that such representations and warranties contained in the Official
Statement shall not survive if Purchaser becomes aware that the facts contained in the Official
Statement are incorrect or misleading and Purchaser fails to advise Seller of such incorrect or
misleading statements. Should the Purchaser fail (other than for reasons permitted in this
Purchase Contract) to pay for the Bonds at Closing, the amount set forth in paragraph i of
Exhibit A shall be paid by the Purchaser as liquidated damages in full, and costs shall be borne
in accordance with Section 6 hereof. Should the Seller fail to satisfy any of the foregoing
conditions or covenants, or if Purchaser's obligations are terminated for any reason permitted
under this Purchase Contract, 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 6 hereof.
10. This offer expires on the date set forth in paragraph I of Exhibit A.
Respectfully submitted,
By:
Io
M
~
ACCEPTED by the City of Tukwila, Washington, this 21st day of March, 1994.
CITY OF TUKWILA, WASHINGTON
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EXHIBIT A
DESCRIPTION OF BONDS
$6,000,000
City of Tukwila, Washington
Limited Tax General Obligation Bonds, 1994
a. Purchase Price: $97.972993 per $100.00 par value, or $6,000,000 less an underwriting
discount of$59,880.00 less an original issue discount of$61,740.45 for a net purchase
price of $5,878,379.55, plus accrued interest from March 15, 1994, to the date of
Closing.
b. Denominations: $5,000 or integral multiples thereof within a single maturity.
c. Dated Date: March 15, 1994.
d. Form: Fully registered certificates.
e. Interest Payable: Semiannually on January 1 and July I commencing January I, 1995.
f. Maturity Schedule: Bonds shall mature on January I at the rates shown below:
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES AND YIELDS
Due Principal Interest Due Principal Interest
January 1 Amount Rate Yield January 1 Amount Rate Yield
1996 $195,000 3.80% 3.80% 2003 $270,000 5.00% 5.10%
1997 205,000 4.00 4.00 2004 280,000 5.10 5.20
1998 210,000 4.30 4.30 2005 295,000 5.20 5.30
1999 220,000 4.60 4.60 2006 315,000 5.60 5.70
2000 230,000 4.70 4.80 2007 330,000 5.70 5.80
2001 245,000 4.80 4.90 2008 350,000 5.75 5.85
2002 255,000 4.90 5.00 2009 370,000 5.80 5.90
$2,230,000 5.90% Term Bonds due January 1,2014 at 6.05%
(plus accrued interest from March 15, 1994)
g. Method of Payment: Federal Funds wire transfer.
h. Redemption:
Optional Redemption: The Bonds maturing in the years 1996 through 2004 are not
subject to redemption before their stated' dated of maturity. Bonds maturing on and after
January 1, 2005, are subject to redemption before their stated maturities at the option of the
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City, on January 1, 2004, orthereafter in whole at any time, or in part on any interest payment
date (maturities to be selected by the City and by lot within a maturity as the Registrar shall
determine), at the following redemption prices, expressed as a percentage of the principal
amount of the Bonds to be redeemed plus accrued interest to the date of redemption:
Redemption Dates
January 1, 2004 through December 31, 2005
January 1, 2005 through December 31,2006
January 1, 2006 and thereafter
Redemption Prices
102%
101
100
Mandatory Sinking Fund Redemption: The Bonds maturing on January 1, 2014,
are Term Bonds and are subject to mandatory sinking fund redemption before maturity, in
part, by lot in such manner as the Registrar shall determine, on January 1 in the years 2010
through 2014, inclusive, at 100 percent of the principal amount thereof plus accrued interest
to the date of redemption, from mandatory sinking fund deposits into the Debt Service Fund
in the principal amounts set forth below:
Mandatory Sinking Fund
Redemption Dates
Mandatory Sinking Fund
Redemption Amounts
January 1,2010
January 1, 2011
January 1, 2012
January 1,2013
*
January 1,2014
*Maturity
$395,000
420,000
445,000
470,000
500,000
1. Liquidated Damages: $2,000.
J. Location and Estimated Closing Date: Seattle, Washington, April 14, 1994.
k. Bond Counsel: Foster Pepper & Shefelman, Seattle, Washington.
I. Offer Expires: March 21, 1994 at 11:00 p.m.
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