HomeMy WebLinkAboutCAG1999-0355 - Original - Dain Rauscher Incorporated - Consolidated LID 340 & 349 Bonds - 07/20/1999 DAN
R'USCHER Purchase Contract
INVESTMENT SERVICES
INVESTMENT BANKING
CITY OF KENT, WASHINGTON
$13,221,661
Consolidated Local Improvement District No. 340 and 349 Bonds
July 20, 1999
Mayor and City Council
City of Kent
220 Fourth Avenue South
—. Kent, WA 98032-5895
Dear Mayor and Councilmembers:
The undersigned, Dain Rauscher Incorporated (the "Underwriter"), offers to enter into the following
agreement (the "Contract") with the City of Kent, Washington (the "Issuer") which, upon the Issuer's written
acceptance of this offer,will be binding upon the Issuer and upon the Underwriter. This offer is made subject to the
Issuer's written acceptance hereof on or before 11:59 p.m., Pacific Daylight Time, on July 20, 1999, and, if not so
accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Issuer at any time prior to
the acceptance hereof by the Issuer. Terms not otherwise defined in this Contract shall have the same meanings set
forth in the Bond Ordinance(as defined herein)or in the Official Statement(as defined herein).
1. Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the
representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the
Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter, all, but not less than all, of the Issuer's
$13,221,661 Consolidated Local Improvement District No. 340 and 349 Bonds (the "Bonds"). Inasmuch as this
— purchase and sale represents a negotiated transaction, the Issuer understands, and hereby confirms, that the
Underwriter is not acting as a fiduciary of the Issuer,but rather is acting solely in its capacity as Underwriter for its
own account. The Underwriter has been duly authorized to execute this Contract and to act hereunder.
The principal amount of the Bonds to be issued, the dated date therefor, the maturity date, optional
redemption provisions and interest rates per annum are set forth in Schedule I hereto. The Bonds shall be as
_ described in, and shall be issued and secured under and pursuant to the provisions of, Ordinance No. 31J IP7 passed
by the Issuer on July 20, 1999(the "Bond Ordinance").
_ The purchase price for the Bonds shall be $13,074,203.11 plus interest accrued on the Bonds from the
dated date of the Bonds to the date of Closing (as hereinafter defined). There is an underwriting discount of
$141,657.89,and expense reimbursement of$5,800.00.
2. Public Offering. The Underwriter agrees to make a bona fide public offering of all of the Bonds
at a price not to exceed the public offering prices set forth on the cover of the Official Statement and may
subsequently change such offering prices without any requirement of prior notice. The Underwriter may offer and
sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower
than the public offering prices stated on the cover of the Official Statement.
Suite 2500 (206) 621-3109 Dain Rauscher Incorporated
1201 Third Avenue Fax(206) 621-3151 Member NYSE/SIPC
Seattle,WA 98101-3044 Toll Free (800) 766-3246
3. The Official Statement. (a) Attached hereto as Exhibit A is a copy of the Preliminary Official
Statement dated July 8, 1999, including the cover page and Appendices thereto, of the Issuer relating to the Bonds
(the "Preliminary Offacial Statement"). Also attached hereto as Exhibit B is a draft of the final Official Statement
of the Issuer relating to the Bonds(the "Official Statement").
(b) The Preliminary Official Statement has been prepared for use in connection with the
public offering, sale and distribution of the Bonds by the Underwriter. The Issuer hereby represents and
warrants that the Preliminary Official Statement was deemed final by the Issuer as of its date, except for the
omission of such information which is dependent upon the final pricing of the Bonds for completion, all as
permitted to be excluded by Section(b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 as
amended (the "Rule"). The Issuer consents to and ratifies the use by the Underwriter prior to the date
hereof of the Preliminary Official Statement in connection with the public offering and sale of the Bonds.
(c) The Issuer hereby authorizes the Official Statement and the information therein contained
to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The Issuer
shall cooperate with the Underwriter to permit the Underwriter to provide as soon as practicable after the
date of the Issuer's acceptance of this Contract(but, in any event, not later than within seven business days
after the Issuer's acceptance of this Contract and in sufficient time to accompany any confirmation that
requests payment from any customer) copies of the Official Statement which is complete as of the date of
its delivery in such quantity as the Underwriter shall request in order for the Underwriter to comply with
Section(b)(4)of the Rule and the rules of the Municipal Securities Rulemaking Board(the "MSRB
(d) If, after the date of this Contract to and including the date the Underwriter is no longer
required to provide an Official Statement to potential customers who request the same pursuant to the Rule
(the earlier of(i) 90 days from the "end of the underwriting period" (as defined in Rule) and(ii) the time
when the Official Statement is available to any person from a nationally recognized municipal securities
repository, but in no case less than 25 days after the "end of the underwriting period" for the Bonds), the
Issuer becomes aware of any fact or event which might or would cause the Official Statement, as then
supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material
fact required to be stated therein or necessary to make the statements therein, not misleading, or if it is
necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the
Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may
from time to time request),and if, in the opinion of the Underwriter, such fact or event requires preparation
and publication of a supplement or amendment to the Official Statement, the Issuer will cooperate with the
_ Underwriter in the preparation and furnishing, at the Issuer's expense, of a reasonable number of copies of
either amendments or supplements to the Official Statement (i) so that the statements in the Official
Statement, as so amended and supplemented, will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements therein not
— misleading and, (ii) so that the Official Statement will comply with law. If such notification shall be
subsequent to the Closing, the Issuer shall furnish such legal opinions, certificates, instruments and other
documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement
or amendment to the Official Statement.
(e) The Underwriter hereby agrees to deliver the required number of copies of the Official
Statement to the MSRB and to all nationally recognized municipal securities information repositories.
(t) Unless otherwise notified in writing by the Underwriter, the Issuer can assume that the
"end of the underwriting period"for purposes of this Contract is the date of the Closing.
4. Representations, Warranties, and Covenants of Issuer. The Issuer hereby represents
and warrants to and covenants with the Underwriter that:
2
(a) The Issuer is a code city and municipal corporation of the State of Washington (the
"State") duly created, organized and existing under the laws of the State, specifically Title 35A RCW, as
amended and supplemented(the "Act"),and has full legal right,power and authority under the Act, and at
the date of the Closing will have full legal right, power and authority under the Act and the Bond
Ordinance (i) to carry out the improvements within LIDS Nos. 340 and 349 and to levy the assessments
therein (each as defined and described in the Official Statement), except that one LID No. 340 assessment
for which an appeal has been made and which is described in the fifth paragraph of"SECURITY AND
SOURCE OF PAYMENT FOR THE BONDS — Source of Repayment" and in the second paragraph of
LEGAL INFORMATION—Litigation"of the Official Statement; (ii)to enter into, execute and deliver this
Contract, the Bond Ordinance, and the Letter of Representations (referred to, collectively, as the "Issuer
Documents"); (iii) to carry out and consummate the transactions contemplated by the Issuer Documents;
(iv) to approve and execute the Official Statement; and (v) to sell, issue and deliver the Bonds to the
Underwriter as provided herein, and the Issuer has complied,and will at the Closing be in compliance in all
respects,with the terms of the Act and the Issuer Documents as they pertain to such transactions;
(b) By all necessary official action of the Issuer prior to or concurrently with the acceptance
hereof, the Issuer has duly authorized all necessary action to be taken by it for(i)the passage of the Bond
Ordinance and the issuance and sale of the Bonds, (ii) the approval, execution and delivery of the Bonds,
the Issuer Documents and the Official Statement, and the performance by the Issuer of the obligations on
its part, contained in the Bonds and the Issuer Documents, and (iii) the consummation by it of all other
transactions contemplated by the Issuer Documents and any and all such other agreements and documents
as may be required to be executed, delivered and/or received by the Issuer in order to carry out, give effect
to,and consummate the transactions contemplated herein and in the Official Statement;
(c) The Issuer Documents constitute legal, valid and binding obligations of the Issuer,
enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other similar laws and principles of equity relating to or affecting the enforcement of
creditors' rights, and the exercise of judicial discretion in appropriate cases; and the Bonds, when issued,
delivered and paid for, in accordance with the Bond Ordinance and this Contract, will constitute legal,
valid and binding special fund obligations of the Issuer entitled to the benefits of the Bond Ordinance and
enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights,
and the exercise of judicial discretion in appropriate cases; and upon the issuance, authentication and
delivery of the Bonds as aforesaid, the Bond Ordinance will provide, for the benefit of the owners and
holders, from time to time, of the Bonds, the legally valid and binding pledge it purports to create as set
forth in the Bond Ordinance;
(d) The execution and delivery of the Bonds, the Issuer Documents and the passage of the
Bond Ordinance and compliance with the provisions on the Issuer's part contained therein, will not conflict
with or constitute a breach of or default under any constitutional provision, administrative regulation,
judgment, decree, loan agreement, indenture, bond, note, ordinance, agreement or other instrument to
which the Issuer is a party or to which the Issuer is or to which any of its property or assets are otherwise
subject,nor will any such execution, delivery,passage or compliance result in the creation or imposition of
any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the
property or assets of the Issuer to be pledged to secure the Bonds or under the terms of any such law,
regulation or instrument,except as provided by the Bonds and the Bond Ordinance;
(e) All authorizations, approvals, licenses,permits, consents and orders of any governmental
authority, legislative body, board, agency or commission having jurisdiction of the matter which are
required for the due authorization of, which would constitute a condition precedent to, or the absence of
which would materially adversely affect the due performance by the Issuer of its obligations under the
Issuer Documents and the Bonds have been duly obtained, except for such approvals, consents and orders
3
as may be required under the Blue Sky or securities laws of any jurisdiction in connection with the offering
and sale of the Bonds;
(f) Except as described in the Official Statement, there is no legislation, action, suit,
proceeding, inquiry or investigation,at law or in equity,before or by any court, government agency,public
board or body, pending or, to the best knowledge of the Issuer after due inquiry, threatened against the
Issuer,affecting the existence of the Issuer or the titles of its officers to their respective offices, or affecting
or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the collection of the
LIDS Nos. 340 and 349 assessments or in any way contesting or affecting the validity or enforceability of
_ the Bonds or the Issuer Documents, or contesting the exclusion from gross income of interest on the Bonds
for federal income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary
Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the
powers of the Issuer or any authority for the issuance of the Bonds, the passage of the Bond Ordinance or
the execution and delivery of the Issuer Documents, nor, to the best knowledge of the Issuer, is there any
basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the
validity or enforceability of the Bonds or the Issuer Documents;
(g) As of the date thereof, the Preliminary Official Statement did not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made,not misleading;
(h) At the time of the Issuer's acceptance hereof and (unless the Official Statement is
amended or supplemented pursuant to paragraph (d) of Section 3 of this Contract) at all times subsequent
thereto during the period up to and including the date of Closing, the Official Statement does not and will
not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were
— made,not misleading;
(i) If the Official Statement is supplemented or amended pursuant to paragraph (d) of
Section 3 of this Contract, at the time of each supplement or amendment thereto and (unless subsequently
again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the
period up to and including the date of Closing, the Official Statement as so supplemented or amended will
not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which made, not
misleading;
(j) The Issuer will apply, or cause to be applied,the proceeds from the sale of the Bonds as
provided in and subject to all of the terms and provisions of the Bond Ordinance, or as otherwise permitted
under State law and other ordinances and resolutions of the City,
(k) The Issuer will not take or omit to take any action which action or omission will
adversely affect the exclusion from gross income for federal income tax purposes of the interest on the
Bonds;
(1) The Issuer will furnish such information and execute such instruments and take such
action in cooperation with the Underwriter as the Underwriter may reasonably request(i)to(A)qualify the
Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and
other jurisdictions in the United States as the Underwriter may designate and (B) determine the eligibility
of the Bonds for investment under the laws of such states and other jurisdictions and (ii)to continue such
qualifications in effect so long as required for the distribution of the Bonds (provided, however, that the
Issuer will not be required to qualify as a foreign corporation or to file any general or special consents to
service of process under the laws of any jurisdiction or to pay any fees or expenses incurred in connection
4
with such qualification for sale)and will advise the Underwriter immediately of receipt by the Issuer of any
notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or
the initiation or threat of any proceeding for that purpose;
(m) The financial statements of, and other financial information regarding the Issuer, in the
Official Statement fairly present the financial position and results of the Issuer as of the dates and for the
periods therein set forth. Between the date hereof and the date of Closing, there will be no adverse change
of a material nature in such financial position, results of operations or condition, financial or otherwise, of
the Issuer, except as disclosed to the Purchaser and, if applicable, set forth in a supplement to the Official
Statement pursuant to Section 3(d)hereof,
(n) Prior to the Closing, the Issuer will not offer or issue any bonds, notes or other
obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or
secured by any of the revenues which will secure the Bonds without the prior approval of the Underwriter;
and
(o) Any certificate, signed by any official of the Issuer authorized to do so in connection
with the transactions contemplated by this Contract, shall be deemed a representation and warranty by the
Issuer to the Underwriter as to the statements made therein.
5. Closing. (a) At 9:00 a.m. Pacific Daylight Time, on August 5, 1999, or at such other time and
date as shall have been mutually agreed upon by the Issuer and the Underwriter (the "Closing"), the Issuer will,
subject to the terms and conditions hereof, deliver the Bonds to the Underwriter duly executed and authenticated,
together with the other documents hereinafter mentioned, and the Underwriter will, subject to the terms and
conditions hereof, accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 of this
Contract by wire transfer payable in immediately available funds to the Issuer. Closing of the Bonds as aforesaid
shall take place at the offices of Foster Pepper& Shefelman PLLC, Seattle, Washington ("Bond Counsel"), or such
other place as shall have been mutually agreed upon by the Issuer and the Underwriter.
(b) Delivery of the Bonds shall be made to NSCC NY Window(the"Clearing Agent"),New
York,New York. The Bonds shall be delivered in definitive fully registered form, without coupons, all as
provided in the Bond Ordinance, and such Bonds shall be made available at the Clearing Agent to the
Underwriter at least one business day before the Closing for purposes of inspection.
(c) The Underwriter will prepare a State Bond Form 101 for filing pursuant to RCW
39.44.210-.220 and shall deliver a copy of the same, together with evidence of filing, on the date of
Closing to the Issuer.
— 6. Closing Conditions. The Underwriter has entered into this Contract in reliance upon the
representations, warranties and agreements of the Issuer contained herein, and in reliance upon the representations,
warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon
the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the date of the
Closing. Accordingly, the Underwriter's obligations under this Contract to purchase, to accept delivery of and to
pay for the Bonds shall be conditioned upon the performance by the Issuer of its obligations to be performed
hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the
following additional conditions, including the delivery by the Issuer of such documents as are enumerated herein, in
form and substance reasonably satisfactory to the Underwriter:
(a) The representations and warranties of the Issuer contained herein shall be true, complete
and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the
Closing;
5
(b) The Issuer shall have performed and complied with all agreements and conditions
required by this Contract to be performed or complied with by it prior to or at the Closing;
(c) At the time of the Closing, (i)the Issuer Documents and the Bonds shall be in full force
and effect in the form heretofore approved by the Underwriter and shall not have been amended, modified
or supplemented, and the Official Statement shall not have been supplemented or amended, except in any
such case as may have been agreed to by the Underwriter; and (ii) all actions of the Issuer required to be
taken by the Issuer shall be performed in order for Bond Counsel and Joni H. Ostergaard, Esq., Seattle,
Washington("counsel for the Underwriter")to deliver their respective opinions referred to hereafter;
(d) At the time of the Closing, all official action of the Issuer relating to the Bonds and the
Issuer Documents shall be in full force and effect and shall not have been amended, modified or
supplemented;
(e) At or prior to the Closing, the Bond Ordinance shall have been duly executed, delivered
and published by the Issuer and the Issuer shall have duly executed and delivered, and the Registrar shall
have duly authenticated,the Bonds;
(f) Other than as disclosed in the Official Statement the Issuer shall not have failed to pay
principal or interest when due on any of its outstanding obligations for borrowed money;
(g) All steps to be taken and all instruments and other documents to be executed, and all
other legal matters in connection with the transactions contemplated by this Contract, shall be reasonably
satisfactory in legal form and effect to the Underwriter;
(h) At or prior to the Closing, the Underwriter shall have received copies of each of the
following documents:
(1) The Official Statement, and each supplement or amendment thereto, if any,
executed on behalf of the Issuer by the Mayor, or such other official as may have been agreed to
by the Underwriter,and the reports and audits referred to or appearing in the Official Statement;
(2) A certified copy of the Bond Ordinance, including the Undertaking of the Issuer
satisfying the requirements of section (b)(5)(i) of the Rule contained therein, with such
supplements or amendments as may have been agreed to by the Underwriter;
(3) An affidavit evidencing publication of the Bond Ordinance as required by law
and at least five days prior to the date of Closing;
(4) The approving opinion of Bond Counsel with respect to the Bonds, in
substantially the form attached as Appendix A to the Official Statement;
(5) A supplemental opinion of Bond Counsel, dated the date of Closing and
addressed to the Underwriter, substantially to the effect that:
(i) The Bond Ordinance has been duly passed by the Issuer and is in full
force and effect;
(ii) The Bonds are exempted securities under the Securities Act of 1933, as
amended(the "1933 Act"), and the Trust Indenture Act of 1939, as amended(the "Trust
6
Indenture Act"), and it is not necessary, in connection with the offering and sale of the
Bonds,to register the Bonds under the 1933 Act or to qualify the Bond Ordinance under
the Trust Indenture Act;
(iii) To the extent that the sections entitled "DESCRIPTION OF THE
BONDS," "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS" and
"CONTINUING DISCLOSURE UNDERTAKING" purport to summarize portions of
the Bonds, the Bond Ordinance and the authority for the issuance of the Bonds„ and to
the extent that the sections entitled "TAX EXEMPTION" and "CERTAIN OTHER
_ FEDERAL TAX CONSEQUENCES" purport to describe certain federal income tax
consequences of ownership of the Bonds, such sections provide a fair and accurate
summary of the subjects contained therein and in each case the statements of law and
legal conclusions relating thereto are correct;
(iv) This Contract and Letter of Representations have been duly authorized,
executed and delivered by, and each constitutes a legal, valid and binding agreement and
obligation of, the Issuer enforceable against it in accordance with its terms, subject to
bankruptcy, insolvency, reorganization,moratorium and other similar laws and principles
of equity relating to or affecting the enforcement of creditors' rights and the exercise of
judicial discretion;
(v) The Underwriter may rely upon the approving opinion of Bond
Counsel as if it were addressed to the Underwriter; and
(vi) Bond Counsel consents to the references to it contained in the Official
Statement.
(6) An opinion, dated the date of the Closing and addressed to the Underwriter, of
counsel for the Underwriter,to the effect that:
(i) The Bonds are exempt securities under the 1933 Act and the Trust
Indenture Act and it is not necessary, in connection with the offering and sale of the
Bonds,to register the Bonds under the 1933 Act or to qualify the Bond Ordinance under
the Trust Indenture Act;
(ii) Based upon her reading of the Official Statement as counsel for the
Underwriter, such counsel has no reason to believe that the Official Statement contains
any untrue statement of a material fact or omits to state a material fact necessary to make
— the statements therein, in light of the circumstances under which they were made, not
misleading (except for any financial, forecast, technical and statistical statements and
data included in the Official Statement, in each case as to which no view need be
expressed);and
(iii) Counsel for the Underwriter consents to the reference to her contained
in the Official Statement.
(7) A certificate, dated the date of Closing, of the Issuer to the effect that (i) the
representations and warranties of the Issuer contained herein are true and correct in all material
respects on and as of the date of Closing as if made on the date of Closing; (ii) no litigation or
proceeding against it is pending or, to its knowledge, threatened in any court or administrative
body nor, to its knowledge, is there a basis for litigation which would(a) contest the right of the
7
officers or officials of the Issuer to hold and exercise their respective positions, (b)contest the due
organization and valid existence of the Issuer, (c) contest the validity, due authorization and
execution of the Bonds or the Issuer Documents or (d) except as described in the Official
Statement, attempt to limit, enjoin or otherwise restrict or prevent the Issuer from functioning and
collecting LID assessments, including assessments and other money to be applied to make
payments on the Bonds, pursuant to the Bond Ordinance; (iii)the Bond Ordinance has been duly
_ passed by the Issuer, is in full force and effect and has not been modified, amended or repealed;
(iv) there have been no material adverse changes in the operations or financial condition of the
Issuer relative to the sources of assessments or the Local Improvement Guaranty Fund of the
Issuer pledged as security for the Bonds nor in the general economy of the Issuer except as
described in the Official Statement; and (v) to the best of its knowledge and belief after due
review, no event affecting the Issuer has occurred since the date of the Official Statement which
should be disclosed in the Official Statement for the purpose for which it is to be used or which it
is necessary to disclose therein in order to make the statements and information therein, in light of
the circumstances under which made,not misleading in any respect as of the time of Closing, and
the information contained in the Official Statement is correct in all material respects and, as of the
date of the Official Statement did not, and as of the date of the Closing does not, contain any
untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements made therein, in the light of the circumstances under which they
were made, not misleading; (vi) all authorizations, approvals, licenses, permits, consents and
orders of any governmental authority, legislative body, board, agency or commission having
jurisdiction of the matter which are required for the due authorization of,which would constitute a
condition precedent to, or the absence of which would materially adversely affect the due
_ performance by the Issuer of its obligations under the Issuer Documents and the Bonds have been
obtained;
_ (8) A certificate of the Issuer in form and substance satisfactory to Bond Counsel
and counsel to the Underwriter(a)setting forth the facts, estimates and circumstances in existence
on the date of the Closing which form the basis for the exclusion from gross income of interest on
the Bonds for federal income tax purposes under the Internal Revenue Code of 1986, as amended
(the "Code"), and any applicable regulations (whether final, temporary or proposed), issued
pursuant to the Code, and (b) certifying that the Issuer has not been notified of any listing or
proposed listing of it by the Internal Revenue Service to the effect that it is a bond issuer whose
arbitrage certifications may not be relied upon;
(9) Any other certificates and opinions required by the Bond Ordinance for the
issuance thereunder of the Bonds;
(10) Such additional legal opinions, certificates, instruments and other documents as
_ the Underwriter or counsel for the Underwriter may reasonably request to evidence the truth and
accuracy,as of the date hereof and as of the date of the Closing,of the Issuer's representations and
warranties contained herein and of the statements and information contained in the Official
Statement and the due performance or satisfaction by the Issuer on or prior to the date of the
Closing of all the respective agreements then to be performed and conditions then to be satisfied
by the Issuer.
All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in
this Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and
substance satisfactory to the Underwriter.
If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to
accept delivery of and to pay for the Bonds contained in this Contract, or if the obligations of the Underwriter to
8
purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this
Contract, this Contract shall terminate and neither the Underwriter nor the Issuer shall be under any further
obligation hereunder, except that the respective obligations of the Issuer and the Underwriter set forth in Section 8
hereof shall continue in full force and effect.
7. Termination. The Underwriter shall have the right to cancel its obligation to purchase the Bonds
if, between the date of this Contract and the Closing, the market price or marketability of the Bonds shall be
materially adversely affected, in the sole judgment of the Underwriter,by the occurrence of any of the following:
(a) legislation shall be enacted by or introduced in the Congress of the United States or
recommended to the Congress for passage by the President of the United States, or the Treasury
Department of the United States or the Internal Revenue Service or any member of the Congress or
_ favorably reported for passage to either House of the Congress by any committee of such House to which
such legislation has been referred for consideration, a decision by a court of the United States or of the
State or the United States Tax Court shall be rendered, or an order, ruling, regulation (final, temporary or
proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of
the United States, the Internal Revenue Service or other governmental agency shall be made or proposed,
the effect of any or all of which would be to impose, directly or indirectly, federal income taxation upon
taxes or other income to be derived by the Issuer pursuant to the Bond Ordinance,or upon interest received
on obligations of the general character of the Bonds as described in the Official Statement, or other action
or events shall have transpired which may have the purpose or effect,directly or indirectly,of changing the
federal income tax consequences of any of the transactions contemplated herein;
(b) legislation introduced in or enacted (or ordinance passed) by the Congress or an order,
decree, or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final,
temporary, or proposed), press release or other form of notice issued or made by or on behalf of the
Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject
matter, to the effect that obligations of the general character of the Bonds, including any or all underlying
arrangements, are not exempt from registration under or other requirements of the 1933 Act, or that the
Bond Ordinance is not exempt from qualification under or other requirements of the Trust Indenture Act,
or that the issuance, offering, or sale of obligations of the general character of the Bonds, including any or
all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise, is or would
be in violation of the federal securities law as amended and then in effect;
(c) a general suspension of trading in securities on the New York Stock Exchange or the
American Stock Exchange, the establishment of minimum prices on either such exchange, the
establishment of material restrictions (not in force as of the date hereof) upon trading securities generally
by any governmental authority or any national securities exchange, a general banking moratorium declared
by federal, State of New York,or State officials authorized to do so;
(d) the New York Stock Exchange or other national securities exchange or any governmental
authority, shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any
material restrictions not now in force, or increase materially those now in force, with respect to the
extension of credit by,or the charge to the net capital requirements of,underwriters;
(e) any amendment to the federal or State Constitution or action by any federal or State
court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of
the Issuer, its property, income, securities (or interest thereon), or the validity or enforceability of the
collection of revenues pledged to the payment of the Bonds;
(f) any event occurring, or information becoming known which, in the judgment of the
Underwriter, makes untrue in any material respect any statement or information contained in the Official
9
Statement, as supplemented or amended, or has the effect that the Official Statement, as supplemented or
amended, contains any untrue statement of material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made,not misleading;
(g) there shall have occurred since the date of this Contract any materially adverse change in
the affairs or financial condition of the Issuer or any other fact or event shall exist or have existed that, in
the Underwriter's judgment, requires or has required an amendment of or supplement to the Official
Statement, and the City shall not have cooperated with the Underwriter in preparing such supplement or
amendment pursuant to Section 3(d)of this Contract;
(h) the United States shall have become engaged in hostilities which have resulted in a
_ declaration of war or a national emergency or there shall have occurred any other outbreak or escalation of
hostilities or a national or international calamity or crisis, financial or otherwise;
_ (i) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds
by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law,
governmental authority,board, agency or commission.
8. Expenses. (a) The Underwriter shall be under no obligation to pay, and the Issuer shall pay, any
expenses incident to the performance of the Issuer's obligations hereunder, including, but not limited to (i) the cost
of preparation,printing and registration of the Bonds; (ii)the fees and disbursements of Bond Counsel; (iii)the fees
— and disbursements of other experts, consultants or advisers retained by the Issuer; and (iv) any other expenses not
specifically enumerated herein incurred by the Issuer in connection with the issuance of the Bonds.
(b) The Underwriter shall pay(i)the cost of preparation and printing of this Contract and the
Blue Sky Survey and Legal Investment Memorandum, if any; (ii) all advertising expenses in connection
with the public offering of the Bonds; (iii) Preliminary Official Statement and Official Statement printing
_ costs; and (iv) all other expenses incurred by it in connection with the public offering of the Bonds,
including the fees and disbursements of counsel for the Underwriter. The Preliminary Official Statement
and Official Statement printing costs as well as fees and disbursements of counsel for the Underwriter are
being paid from Bond proceeds.
(c) If this Contract shall be terminated by the Underwriter because of any failure or refusal
on the part of the Issuer to comply with the terms or to fulfill any of the conditions of this Contract, or if
for any reason the Issuer shall be unable to perform its obligations under this Contract, the Issuer will
reimburse the Underwriter for all out-of-pocket expenses (including the fees and disbursements of counsel
for the Underwriter) reasonably incurred by the Underwriter in connection with this Contract or the
offering contemplated hereunder.
9. Notices. Any notice or other communication to be given to the Issuer under this Contract may be
given by delivering the same in writing to City of Kent, 220 Fourth Avenue South, Kent, Washington 98032-5895,
and any notice or other communication to be given to the Underwriter under this Contract may be given by
delivering the same in writing to Dain Rauscher Incorporated, Public Finance Department, 1201 Third Avenue,
Suite 2500, Seattle, Washington 98 10 1,Attention: Dave Trageser,Vice President.
10. Parties in Interest. This Contract as heretofore specified shall constitute the entire agreement
between us and is made solely for the benefit of the Issuer and the Underwriter(including successors or assigns of
— the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. This Contract
may not be assigned by the Issuer. All of the Issuer's representations, warranties and agreements contained in this
Contract shall remain operative and in full force and effect,regardless of(i)any investigations made by or on behalf
10
of any of the Underwriter; (ii) delivery of and payment for the Bonds pursuant to this Contract; and (iii) any
termination of this Contract.
11. Effectiveness. This Contract shall become effective upon the acceptance hereof by the Issuer and
shall be valid and enforceable at the time of such acceptance.
12. Choice of Law. This Contract shall be governed by and construed in accordance with the law of
the State.
13. Severability. If any provision of this Contract shall be held or deemed to be or shall, in fact, be
invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all
jurisdictions because it conflicts with any provisions of any Constitution, statute, rule of public policy, or any other
reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Contract
invalid, inoperative or unenforceable to any extent whatever.
14. Business Day. For purposes of this Contract, "business day" means any day on which the New
York Stock Exchange is open for trading.
15. Section Headings. Section headings have been inserted in this Contract as a matter of
convenience of reference only, and it is agreed that such section headings are not a part of this Contract and will not
be used in the interpretation of any provisions of this Contract.
16. Counterparts. This Contract may be executed in several counterparts each of which shall be
regarded as an original (with the same effect as if the signatures thereto and hereto were upon the same document)
and all of which shall constitute one and the same document.
17. Amendment. This Contract may be modified, supplemented or amended only by an instrument in
writing executed by both parties hereto.
If you agree with the foregoing, please sign the enclosed counterpart of this Contract and return it to the
_ Underwriter. This Contract shall become a binding agreement between you and the Underwriter when at least one
counterpart of this letter shall have been signed by or on behalf of each of the parties hereto.
Very truly yours,
DAIN RAUSCHER INCORPORATED
By
Dave Trageser
Vice President
Accepted and agreed to this
20th day of July, 1999:
CITY OF KENT,WASHINGTON
t
By
Jim White
Mayor
11
SCHEDULEI
CITY OF KENT,WASHINGTON
$13,221,661
Consolidated Local Improvement District No.340 and 349 Bonds
Dated Date: August 1, 1999
Interest Payments: August 1 of each year, beginning August 1,2000 to maturity or earlier redemption.
Maturity: August 1,2016
Optional Redemption: The Bonds are subject to redemption in accordance with the following schedule, in
numerical order, lowest numbers first, at par plus accrued interest to the date of
redemption,commencing August 1,2000:
Bond Nos.(inclusive) Call Dates
1-885 On any interest payment date
886-1418 On August 1,2002,and any interest payment date thereafter
1419-2122 On August 1,2004,and any interest payment date thereafter
2123-2644 On August 1,2006,and any interest payment date thereafter
Interest Rates and Estimated Redemption Schedule:
PRICING SUMMARY
EST.REDEMPTION BOND MATURITY DOLLAR
AUGUSTI NUMBER COUPON YIELD VALUE PRICE PRICE
2000 1-177 4.10% 4.10% $ 886,661.00 100.000% $ 886,661.00
2001 178-354 4.50% 4.50% 885,000.00 100.000% 885,000.00
2002 355-531 4,70% 4,70% 885,000.00 100.000% 885,000.00
_ 2003 532-708 4.90% 4.90% 885,000.00 100.000% 885,000.00
2004 709-885 5.00% 5 00% 885,000 00 100.000% 885,000.00
2005 886-1062 5,15% 5.15% 885,000.00 100,000% 885,000.00
2006 1063-1240 5.30% 5.30% 890,000.00 100,000% 890,000.00
2007 1241-1418 5,40% 5,40% 890,000.00 100.000% 890,000.00
2008 1419-1596 5.50% 5.50% 890,000.00 100.000% 890,000AO
2009 1597-1774 5.60% 5.60% 890,000.00 100.000% 890,000.00
2010 1775-1948 5.75% 5.75% 870,000.00 100.000% 870000.00
2011 1949-2122 5.85% 5.85% 870,000.00 100.000% 870,000.00
2012 2123-2296 5.90% 5,90% 870,000.00 100.000% 870,000.00
2013 2297-2470 5.90% 5.90% 870,000.00 100.000% 870,000.00
2014 2471-2644 5.90% 5.90% 870,000.00 100,000% 870,000.00
$13,221,661.00 $13,221,661.00
BOND INFORMATION
Par Amount of Bonds $13,221,661.00
_ Less Underwriter's Discount (141,657.89)
Less POS/OS Printing and Underwriter's Counsel Costs (5,800.00)
Plus Accrued Interest from 8/01/1999 to 8/5/1999 7,776.62
Total Purchase Price $13,081,979.73
Estimated Average Life 7.972 years
Estimated Average Coupon 5.5784%
Net Interest Cost(NIC) 5.7128%
True Interest Cost(TIC) 5.6736%
Anticipated Closing Date and Time: August 5, 1999, 9:00 a.m. PDT
Offer Expires: July 20, 1999, 11:59 p.m.PDT
ExAIRIT A
PRELIMINARY OFFICIAL STATEMENT
PRELIMINARY OFFICIAL STATEMENT DATED JULY 8, 1999
do
NEW ISSUE RATING: Standard&Poor's: Applied For
S.6 In+he opinion afBo,d Covran( I wining feJmal taw f.Sr in,..ofrce by the Ciry with oP➢fireb(r nyuiremen+s ajrlre ln+emd Revenue Cale of/986,m mrrended/bor mnsr be wished mdcequem+o Ur
Nux dine of dx Bonds,interest on+he Bauk is eu(mkJJrom grow ixam of regiuend owrwrr Jot jedera!income rm•pxrpaves and is.a+mr irem of rm preJerentt Jot purposes of Ux drcmvive minimran+m:
r,ylimbk ro individuaLr.However,white lnrenu an dx BoMs also is'rrot an irem jtar pxferexe far pr rpnxs oj+he d+esm+ive minimum rsmsi l,ble+o corpaations,imer u on dx Binds revived by rues,io rev
oei is tdzn inroacrwmin dx computation oJadJaued arrcn+earrringsfa Slat osesnj+hea(krrmtive minimum le ap➢(imhlerocorporurimu'vpinaron+hrBwds received by cerwn Sroryoratiwsmry be svbjecr+o te,
mrd iraerest on. Bondy -TAXEXFA ign ca TER with OTHF S+ares hrmrc TA maybe EQUE m aJareign brmxh projr+s I.Receip+of in+ercv on+M1r Bamh may hwe other fedesd crosequexes for cer+rDn
m� ratpvyers.See the rap+Nora'TAXFXFMP770N"m+d"CERTAINOTHER FEDERAL TAX CONSEQUENCES"
3 $1392219661
City of Kent, Washington
:e
Consolidated Local Improvement District No. 340 and 349 Bonds
DATED: August 1,1999 DUE:August 1,2016
m a.
The City of Kent, Washington, Consolidated Local Improvement District No. 340 and 349 Bonds ("the Bonds") will be issued in fully
.;, registered form,in the denomination of$5,000 each,except that Bond No. I shall be in the amount of$6,661. Principal of the Bonds will
6 0
be paid upon presentation and surrender of the Bonds,at maturity or earlier redemption,by the registered owners at either of the principal
corporate trust offices of the Fiscal Agencies of the State of Washington, currently The Bank of New York,New York, New York and
d Wells Fargo Bank, National Association, Seattle, Washington (together, the "Bond Registrar"). Interest on the Bonds will be paid on
August 1,2000 and annually each August 1 thereafter until maturity or earlier redemption of the Bonds. Interest on the Bonds will be paid
E d by check or draft of the Bond Registrar mailed on the interest payment date to the registered owners at the addresses appearing on the Bond
GRegister on the 15th day of the month immediately preceding each interest payment date.
m
'" '� ,;;E$TIM1fii `FJLREQE]y1PT10N;SCABDTd1,E .A'CIEUST_"1,2aFs M¢ r5ii€�`� 'l
E L ,� i.a[�!e ?-„(it i
"a,5 f ;33 + �+_I
ts
Estimated Yield Estimated Yield
s Redemption Estimated Bond Interest or Redemption Estimated Bond Interest or
August I Amount Numbers Rates Price August 1 Amount Numbers Rates Price
`c 2000 $886,661 1-177 2008 $890,000 1419-1596
2001 985,000 178-354 2009 890,000 1597-1774
—?a 2002 885,000 355-531 2010 870,000 1775-1948
2003 885,000 532-708 2011 870,000 1949-2122
0 2004 885,000 709-885 2012 870,000 2123-2296
o 2005 885,000 886-1062 2013 870,000 2297-2470
m 2006 890,000 1063-1240 2014 870,000 2471-2644
00
2007 890,000 1241-1418
(Pius Accrued Interest from August 1,1999)
The amount of Bonds to be retired each year is only an estimate. Bonds may be called earlier (but subject to the redemption
provisions below)or later than the years shown above depending on the receipt of such payments. See"DESCRIPTION OF THE
`o "o BONDS—Early Redemption" herein. The Bonds are subject to redemption in accordance with the following schedule, in numerical
g order,lowest numbers first,at par plus accrued interest to the date of redemption,commencing August 1,2000:
s Bond Nos.(inclusive) Call Dates
3 =
m a� 1-885 On any interest payment date
886-1418 On August 1,2002,and any interest payment date thereafter
u_
1419-2122 On August 1,2004,and any interest payment date thereafter
a m
m v 2123-2644 On August 1,2006,and any interest payment date thereafter
h 9 The payment of principal of and interest on the Bonds will be secured by a pledge of, and will be payable from,the Consolidated Local
ig Improvement District No. 340 and 349 Bond Fund, into which will be deposited all of the outstanding assessments against properties
.m c 8 located within the boundaries of Local Improvement Districts Nos. 340 and 349 (consolidated for the purpose of issuing bonds only as
m "CLID No. 340 and 349")in the total principal amount of$13,221,661,together with the interest and penalties,if any,to be collected on
m
such assessments. Additionally,the Bonds will be payable from the Local Improvement Guaranty Fund of the City in the manner provided
s v a by the laws of the State. The Bonds are special fund limited obligations of the City and are not obligations of the State of
e„ Washington or any political subdivision thereof other than the City,and neither the full faith and credit nor taxing power of the
—v z `o City is pledged to the payment of the Bonds. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS,"
N "ASSESSMENT LIEN AND FORECLOSURE"and"BONDHOLDERS'RISKS"herein.
m
2 The Bonds are not "private activity bonds". See "TAX EXEMPTION" and "CERTAIN OTHER FEDERAL TAX CONSEQUENCES"
E g` herein.
The Bonds are offered b the Underwriter when, as and if issued, subject to the approving legal opinion of Foster Pepper& Shefelman
Y j PP g g P PP
�. PLLC, Seattle, Washington, Bond Counsel. Certain legal matters will be passed upon for the Underwriter by its counsel, Joni H.
I Ostergaard,Esq.,Seattle,Washington. It is expected that the Bonds in definitive form will be available on August_, 1999.
g
C a IRIS COVER PAGE CONrAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN
E p9 INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.
Z— o
" DAIN RAUSCHER
— G y
INCORPORATED
Representations
The information in this Official Statement has been obtained from the City and other sources considered to be reliable. Such
information is not guaranteed as to accuracy or completeness and is not to be considered as a representation as such by the
Underwriter. All estimates and assumptions contained herein are believed to be reliable but no representation is made that such estimates or assumptions are correct or will be realized. No dealer, broker, salesman or other person has been
authorized by the City or the Underwriter to give any information or to make any representations with respect to the Bonds,
other than those contained in this Official Statement, and if given or made, such other information or representation must not —
be relied upon as having been authorized by either of the foregoing. This Official Statement does not constitute an offer to
sell or a solicitation of an offer to buy, nor shall there be any sale of the Bonds, in any state in which it is unlawful for such
person to make such offer, solicitation or sale. The information and expressions of opinion herein are subject to change
without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstance, —
create any implication that there has been no change in the affairs of the City since the date hereof.
Disclosure
The City will represent to the Underwriter at the time of delivery of the Bonds, that, to the City's knowledge and belief, after
due review, this Official Statement, as of its date and as of the date of delivery of the Bonds, neither contains any untrue
statement of a material fact nor omits to state any material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading and that there has not been any material adverse change in the
operations or financial condition of the City relative to the sources of assessments and the Local Improvement Guaranty
Fund pledged as security for the Bonds nor in the general economy of the City except as described in this Official Statement.
TABLE OF CONTENTS
Page
INTRODUCTION................................................................................................................................................................1
DESCRIPTION OF THE BONDS.......................................................................................................................................I
Principal Amount,Date,Interest Rates and Maturity................................................................................................1
Forms and Denominations.........................................................................................................................................I
EarlyRedemption......................................................................................................................................................I
Noticeof Redemption................................................................................................................................................2
Purchaseof the Bonds by the City.............................................................................................................................2
Bond Registrar,Paying Agent and Transfer Agent....................................................................................................2
_ Purpose.......................................................................................................................................................................3
SOURCESAND USES OF FUNDS....................................................................................................................................3
DESCRIPTION OF LIDS NOS.340 AND 349...................................................................................................................3
SECURITY AND SOURCE OF PAYMENT FOR THE BONDS.......................................................................................6
Sourcesof Repayment...............................................................................................................................................6
BondFund..................................................................................................................................................................6
GuarantyFund............................................................................................................................................................6
Tax Levy for Guaranty Fund: Limitations................................................................................................................7
LOCALIMPROVEMENT DISTRICTS..............................................................................................................................7
Formation...................................................................................................................................................................7
Assessments...............................................................................................................................................................8
Segregation of Assessments.......................................................................................................................................8
Payment of Assessments When Property Is Subdivided............................................................................................8
ASSESSMENT LIEN AND FORECLOSURE....................................................................................................................8
AssessmentPayment..................................................................................................................................................8
AssessmentLien.........................................................................................................................................................9
Foreclosure Proceedings............................................................................................................................................9
Impact of State Homestead Exemption......................................................................................................................9
CITY POLICY REGARDING DELINQUENT ASSESSMENTS ......................................................................................9
FUTURE LID FINANCING..............................................................................................................................................10
BONDHOLDERS' RISKS.................................................................................................................................................10
CITYPROFILE..................................................................................................................................................................12
GENERAL AND ECONOMIC INFORMATION.............................................................................................................16
LEGALINFORMATION..................................................................................................................................................19
TAXEXEMPTION............................................................................................................................................................19
CERTAIN OTHER FEDERAL TAX CONSEQUENCES ................................................................................................20
CONTINUING DISCLOSURE UNDERTAKING............................................................................................................20
RATING.............................................................................................................................................................................22
UNDERWRITING.............................................................................................................................................................22
PRELIMINARY OFFICIAL STATEMENT DEEMED FINAL .......................................................................................22
MISCELLANEOUS...........................................................................................................................................................22
OFFICIAL STATEMENT CERTIFICATION...................................................................................................................22
APPENDIX A-FORM OF LEGAL OPINION
APPENDIX B- FINAL SPECIAL BENEFITS STUDY FOR LID NO.340 AND FINAL ASSESSMENT ADJUSTMENTS
APPENDIX C- 1998 ASSESSED VALUES FOR LID NO. 349 PROPERTIES,ASSESSMENT PREPAYMENTS,
AND MAP OF LID NO. 349
CITY OF KENT, WASHINGTON
220 Fourth Avenue South
Kent,Washington 98032-5895 -
(253) 859-3300
ELECTED OFFICIALS
Term Expires _
Mayor
Jim White December 31, 2001 -
City Council
Leona Orr,President December 31, 1999
Tim Clark December 31,2001
Connie Epperly December 31, 1999
Judy Woods December 31, 1999
Sandy Amodt December 31,2001
Tom Brotherton December 31,2001 —
Rico Yingling December 31, 1999
APPOINTED OFFICIALS —
J. Brent McFall Director of Operations and Chief of Staff
Mayene Miller Finance Division Director —
Brenda Jacober City Clerk
Roger Lubovich City Attorney
Bond Counsel
Foster Pepper& Shefelman PLLC
Seattle, Washington
Underwriter
Dain Rauscher Incorporated
Seattle, Washington
PRELIMINARY OFFICIAL STATEMENT
$13,221,661
CITY OF KENT, WASHINGTON
- CONSOLIDATED LOCAL IMPROVEMENT DISTRICT NO.340 AND 349 BONDS
INTRODUCTION
The City of Kent, Washington, (the"City"), a municipal corporation duly organized and existing under and by virtue of the
_ laws of the State of Washington (the "State"), furnishes this Official Statement in connection with the offering of
$13,221,661 aggregate principal amount of City of Kent, Washington, Consolidated Local Improvement District No. 340
and 349 Bonds (the "Bonds"). This Official Statement provides information concerning the City, LIDS Nos. 340 and 349,
and the Bonds.
Issuance of the Bonds is pursuant to Chapter 35.45 of the Revised Code of Washington and to Ordinance No.
passed by the City Council on July_, 1999(the'Bond Ordinance").
DESCRIPTION OF THE BONDS
Principal Amount,Date,Interest Rates and Maturity
The Bonds will be issued in the total principal amount of$13,221,661 and will be dated and bear interest from August 1,
1999,until their stated maturity or earlier redemption. The Bonds will mature on August 1,2016. Interest on the Bonds will
be paid commencing August 1, 2000, and annually thereafter on each August 1 until maturity or earlier redemption at the
respective rates for the respective Bond numbers as set forth on the cover page of this Official Statement. Interest on the
Bonds will be computed on the basis of a 360-day year of twelve 30-day months.
Forms and Denomination
The Bonds will be issued in fully registered form as to both principal and interest in the denomination of$5,000 each, except
— for Bond No. 1 which will be in the denomination of$6,661.
Early Redemption
The Bonds are subject to redemption prior to their stated maturity in accordance with the following schedule, in numerical
order, lowest numbers fast, at par plus accrued interest to the date fixed for redemption whenever there is sufficient money
— in the Bond Fund to pay the Bonds so called and all earlier numbered Bonds over the above the amount required for payment
of interest due on that interest payment date on all unpaid Bonds:
Bond Nos.(inclusive) Call Dates
1-885 On any interest payment date
886-1418 On August 1,2002,and any interest payment date thereafter
1419-2122 On August 1,2004,and any interest payment date thereafter
2123-2644 On August 1,2006,and any interest payment date thereafter
The table entitled"Estimated Redemption Schedule"on the cover page of this Official Statement sets forth the City's
— estimate of when each Bond will be redeemed and is based on anticipated payments of assessments by property
owners in LIDS Nos.340 and 349. The principal amount of Bonds to be redeemed on each August 1 as shown in such
table is only an estimate. This estimate is based on the City's assumption that the property owners within LIDS Nos.
_ 340 and 349 will make the scheduled annual payments due under the respective assessment rolls. These scheduled
annual payments include a 15 year level principal assessment roll for LID No. 340 and a ten year level principal
I
assessment roll for LID No. 349. In addition, the fact that the interest rate used to calculate assessment installments
exceeds the interest rate on the Bonds by approximately .50 percent (.50%) will provide some additional funds for
redemption of the Bonds. Various factors not within the control of the City can affect the extent to which assessments
are paid as scheduled, including the general state of the economy, the rate at which properties subject to the
assessments are improved or sold,and the extent to which the assessments may be prepaid due to the sale of assessed
properties financed through a bank loan or by financing that requires prepayment of any outstanding assessments.
There can be no assurance that Bonds will be redeemed in the amounts and at the times shown in the "Estimated
Redemption Schedule" table on the cover page of this Official Statement. Bonds may be redeemed earlier (but
subject to the redemption provisions above) or later than shown in that "Estimated Redemption Schedule" table —
depending on the timing of receipt by the City of assessment payments, including both scheduled payments and
prepayments made at the property owners' option. The City has no obligation to redeem Bonds in accordance with
the schedule shown in the"Estimated Redemption Schedule" table. The City's only obligation is to redeem Bonds to
the fullest extent possible (but subject to the redemption provisions above) from assessment payments it receives with
respect to the properties within LIDS Nos.340 and 349.
Notice of Redemption
Notice of any such early redemption of the Bonds will be given not less than 15 nor more than 45 days prior to the date fixed
for redemption, by first-class mail, postage prepaid, to the registered owners of each Bond to be redeemed at the address
appearing on the Bond Register at the time the Bond Registrar prepares the notice. The requirements of notification will be
deemed to be complied with when notice is mailed as provided by the Bond Ordinance,whether or not it is actually received
by the Owner of any Bond. In addition, such redemption notice shall be mailed within the same period,postage prepaid,to
such other persons and with such additional information as the City Finance Division Manager shall deem appropriate, but —
such mailings shall not be a condition precedent to the redemption of such Bonds.
Interest on Bonds called for redemption shall cease to accrue interest on the date fixed for redemption unless the Bond or —
Bonds called are not redeemed when presented pursuant to the call.
If any Bond is not paid upon proper presentment at its maturity or call date,the City shall be obligated to pay interest on that
Bond at the same rate for such Bond from and after its maturity or call date until such Bond, both principal and interest, is
paid in full or until sufficient money for its payment in full is on deposit in the Bond Fund and the Bond has been called for
payment.
Purchase of the Bonds by the City
The City 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 so purchased,or redeemed,shall be canceled.
Bond Registrar,Paying Agent and Transfer Agent
Both principal of and interest on the Bonds are payable in lawful money of the United States of America. Principal of the
Bonds will be paid by the Fiscal Agencies of the State of Washington (the "Bond Registrar," the "Paying Agent" and the
"Transfer Agent")upon presentation and surrender of the Bonds, at maturity or earlier redemption, at either of the principal
corporate trust offices of the Bond Registrar in Seattle, Washington or New York,New York. Interest on the Bonds will be
paid by check or draft mailed by the Bond Registrar on each interest payment date to the persons who are named as the
registered owners of the Bonds on the registration books for the Bonds (the "Bond Register") maintained by the Bond
Registrar, at the addresses for such owners appearing on the Bond Register on the 15th day of the month preceding such
interest payment date. Currently, the Fiscal Agencies of the State are The Bank of New York, New York,New York and —
Wells Fargo Bank,National Association,Seattle,Washington.
2
Purpose
CLID No.340 and 349 was created by the Bond Ordinance for the purpose of issuing the Bonds only, as provided by RCW
35.45.160, and includes LIDS Nos. 340 and 349. The funds from the sale of the Bonds will be used(1)to provide a portion
of cost of the road improvement projects carried out by LID No. 340,(2)to repay interim financing for a portion of the cost
_ of the street sanitary sewer projects carried out by LID No. 349, (3) to pay the costs of issuance and sale of the Bonds, and
(4)to capitalize a deposit to the Local Improvement District Guaranty Fund of the City.
SOURCES AND USES OF FUNDS
Source of Funds:
Principal Amount of Bonds $13,221,661
TBI Grant 11,533,700
City and Other Sources 10,324,397
LIDS Nos.340 and 349 Assessment Prepayments 8,315,194
Total Sources $43,394,952
Use of Funds:
Deposit to LID No.340 Construction Fund
Repay LID No.349 Inter-fund Loan
Deposit to Guaranty Fund
Costs of Issuance and Underwriters Discount
Total Uses $
DESCRIPTION OF LIDS NOS.340 and 349
Below is a brief description of LID No.340 and LID No.349 with related land value and assessment information for each.
LID No.340
LID No. 340 was formed to make certain traffic and other improvements in an area within the City generally bound by S.
180'Street on the north, SR-167 (Valley Freeway)on the east, S. 228' Street on the south,and Kent city limits at the Green
River on the west. Construction on the improvements in LID No. 340 began in October 1998 and is expected to be
concluded in October 2000.
The tax parcels within the LID boundary are improved with a variety of uses,primarily warehouse/office improvements,but
also including office, retail, and other commercial buildings. Approximately 50% of the parcels are analyzed as vacant or
under-improved. About 25% of the tax parcels contain building improvements which were permitted for construction
subject to Environmental Mitigation Agreements (EMAs) with the City of Kent. These agreements provide for the property
— owners'participation in the subject LID.
LID No. 340 Background: Planning has been under discussion for traffic and other improvements for the S. 196t°/200'
Street Corridor Project LID since the 1980s. The increase in population and employment in Kent, Renton, Tukwila and
south King County,combined with limited number of east/west arterials in the area and the lack of grade-separated crossings
of the mainline railroads through the area, led to various studies and plans, including Growth Management Act (GMA)
related plans.
The project has been included each year since 1986 in the City of Kent's Six-Year Transportation Improvement Program,
and in city,county, and regional plans developed for requirements of the GMA. Since 1986, the City has routinely required
developers within the LID area,as part of their SEPA review and traffic mitigation conditions,to execute EMAs agreeing to
participate in the cost of the project. Over 100 projects within the LID area have been developed since 1986 under these
conditions.
3
Project Improvements: Project improvements will consist of the following primary elements:
• The intersection of Orillia Road/S. 200' Street will be signalized, and two south-to eastbound left-turn lanes —
will be added to Orillia Road. Between Orillia Road and the Green River, S. 200' Street will be widened
from two to four travel lanes with a center left-turn lane where needed. The north leg of Frager Road at S.
200'Street will be realigned to a"T"intersection roughly 700 feet west of its current location. The south leg —
of Frager Road will be eliminated and the road will terminate just south of S. 200' Street in a cul-de-sac.
Bicycle lanes five feet wide and sidewalks 5.5 feet wide will be constructed on both sides of S.200'Street.
• A new bridge will span the Green River, accommodating the four lanes of S. 220' Street and the bike lanes and sidewalks.
• East of the Green River, Russell Road and S. 196" will follow their existing alignment to Mill Creek just
beyond the 72nd Avenue S. right-of-way, but will be widened to five lanes, including a center tum-lane, for the entire length. Sidewalks will be included in the design, as well as bicycle lanes connecting to the
Interurban Trail.
• From S. 19d' Street,just west of Mill Creek, 72nd Avenue S. will be extended along the existing right-of-way
to its current terminus at approximately S. 194d'Street.
• A new bridge, approximately 1,425 feet long will span Mill Creek, the Western Processing site, two sets of
mainline railroad tracks, and the Weyerhaeuser and South Seattle Auto Auction sites. The bridge will include
four lanes with sidewalks but no bicycle lanes will be provided.
• From the east end of the bridge to 846 Avenue S., the road will be located along the existing S. 196' Street —
right-of-way and through the Kingsport Industrial Park. The road will consist of four travel lanes with a
center turn lane and sidewalks on both sides. No bicycle lanes will be provided along this segment.
In addition to the assessments from LID No. 340, funding will be provided by the City and the Washington Transportation
Improvement Board(TIB). A breakdown of the LID No. 340 project funding is presented below:
Summary of Project Funding
Funding Source Amount %of Total
TIB Grant $11,533,700 26.80% —
LID No. 340 Assessments 21,314,017 49.52%
Interest Revenue 435,000 1.01%
City Participation 9,759,683 22.67%
Totals $43,042,400 ]00.00%
LID No.349
LID No. 349 was formed by the City upon a petition for the installation of sanitary sewers on S.E. 223r° Street northwest of
the curves on Benson Highway(SR 516). Construction of the improvements within LID No.349 were completed in October
1998 and accepted by City Council in December 1998. The construction included 8"sewer at the following locations: —
ON FROM TO
S.E.223"Street Approx 200 feet west 114'Avenue S.E. —
of 113'Avenue S.E.
114'Avenue S.E. S.E.223rd Street 223`d Place S.E.
223`d Place S.E. 113'Avenue S.E. West to end
113'Avenue S.E. S.E.2231d Street South to end
4
LID No. 349 Background: Initially, properties in addition to the area covered by the petition were contacted and asked to
complete a questionnaire expressing interest or disinterest in the project. The LID boundary was based on the responses with
properties on 114'and 115'Place S.E.being deleted due to lack of support.
Resolution No. 1501,the resolution of intent to form LID No. 349,was approved by City Council on November 9, 1997,and
set the hearing date for January 6, 1998. Zero protests were received;therefore,the City Council passed Ordinance No.3388
on January 20, 1998,forming LID No.349 and ordering the construction of the sewer system.
Project Improvements: The project constructed an 8" sanitary sewer system with one 6" side sewer stub to the right-of-
way line for each of the 22 properties included in the LID boundary and two properties outside of the LID boundary.
In addition to the assessments from LID No.349,below is a summary of the LID No. 349 project funding.
Sammsry af.Eroect FvntLug
Funding Source Amount %of Total
LID No.349 Assessments $222,838 63.20%
Soos Creek Water and Sewer District 15,725 4.50%
City(Future Charge in Lieu of Assessment) 70,903 20.10%
City(Sewer Division) 43,086 12.20%
Totals $352,552 100.00%
CITY OF KENT
CLID NO. 340 and 349
ASSESSMENTS IN RELATIONSHIP TO PROPERTY ASSESSED
LID No.340 LID No.349 CLID No.340 and 349
Total Assessments $ 21,314,017 $222,838 $21,736,855
Assessment Prepayments (8,273,549) 41,645 (8,315,194)
Balance of Assessments Outstanding $ 13,040,468 $181,193 $13,221,661
Appraised Value of Total of LID No.340 Property,After $1,198,345,500 N/A $1,198,345,500
LID Improvements 1'1
Assessed Value Total of LID No.349 Property/�1 N/A $2,676,600 $2,676,600
Appraised Value of LID No. 340 Property with Balance $815,223,800 N/A $815,223,800
of Assessments,After LID Improvements(1)
Assessed Value of LID No.349 with Balance of Assessments N/A $2,279,600 $2,279,600
Number of Parcels Appraised or Assessed with Balance of 265 19 284
Assessments
Number of Property Owners with a Balance of Assessments 199 20 209
Ratio of Appraised or Assessed Value to Balance of 62.5 to 1 12.6 to 1 61.8 to I
Assessments Outstanding
See Appendix B-Final Special Benefits Study for LID No. 340. Before LID No. 340 improvements, appraised value of
all LID No. 340 property is$1,173,412,900.
al See Appendix C—1998 Assessed Values for LID No.349 Properties
Source: City of Kent
5
Special Benefits Study
A final Special Benefits Study for LID No. 340 was prepared on October 30, 1998 and is included in Appendix B. Also —
included in Appendix B is a list of assessment prepayments in LID No. 340 that were received during the 30-day prepayment
period.
SECURITY AND SOURCE OF PAYMENT FOR THE BONDS
Sources of Repayment
The Bonds are special fund limited obligations of the City. The payment of principal of and interest on the Bonds will be
secured by a pledge of, and will be payable from, the Bond Fund (defined below), into which will be deposited all of the
outstanding assessments against properties included within LIDS Nos. 340 and 349 and specially benefited thereby,together
with interest and penalties,if any,to be collected on such assessments.
The Bonds are secured by special assessments levied against benefited properties for the improvements made within LIDs _
Nos. 340 and 349 and enjoy a lien on the improved and unimproved property within those LIDs superior to mortgage and
other encumbrances, and junior only to any lien for general property taxes. These assessments will be on parity with any
future assessments levied on property within LIDS Nos. 340 and 349. There are no prior LID assessments outstanding
against any of the properties located within LIDS Nos. 340 and 349. —
In addition to the pledge of assessments,the Bonds will be secured by the Local Improvement District Guaranty Fund of the
City(the"Guaranty Fund"). See discussion below in"Guaranty Fund".
Funds for payment of the Bonds will be derived from:
(1) principal of and interest and penalties,if any,on the special assessments levied in LIDS Nos. 340 and 349;and
(2) if necessary,the Guaranty Fund.
In addition, if the pending appeal of one LID No. 340 assessment in the principal amount of$75,000 is not successfully
defended, the City has, in the Bond Ordinance, bound itself to make a deposit to the Bond Fund from other available City
funds in the total principal amount by which that assessment is reduced by court judgment or settlement,within 30 days after
such reduction,together with interest for one year on such amount at the Bond rate. Registered owners' remedies against the —
City are confined to mandating City officials to perform their statutory duties in enforcing such special assessments and
applying the proceeds thereof and, if necessary and available,money from the Local Improvement District Guaranty Fund to
the payment of the principal of and interest on the Bonds. —
The Bonds are not general obligations of the State,the City or any other municipal corporation, and neither the full faith and
credit nor the taxing power of the City are pledged to the payment of the Bonds.
Bond Fund
The City has created its "Consolidated Local Improvement Fund, District No. 340 and 349" (the "Bond Fund") into which the City will deposit when received all payments of the principal of and interest and penalties, if any, on special assessments
levied on real property within LIDS Nos. 340 and 349. So long as any Bonds are outstanding, money deposited into the
Bond Fund shall be used for the sole purpose of paying the principal of and interest on the Bonds.
Guaranty Fund
In addition to the pledge of assessments, the Bonds will be guaranteed, to the extent of money available, by the Guaranty —
Fund. Under Washington law, cities are required to establish a local improvement district guaranty fund for the purpose of
guaranteeing the payment of principal of and interest on their local improvement district bonds, notes and warrants. The
Guaranty Fund has been established by City ordinance. —
6
If there is insufficient money in the various local improvement district note and bond redemption funds to meet a payment on
local improvement district obligations, warrants may be drawn against the Guaranty Fund up to five percent of the total
amount of obligations at any time outstanding against the Guaranty Fund(including the Bonds)to meet any payment. Such
warrants are to be redeemed by the proceeds of the following year's tax levy or the collection of delinquent assessments.
_ For the purpose of maintaining the Guaranty Fund, the City is required to provide for the annual levy of a sum sufficient,
together with other sources of the Guaranty Fund, to pay warrants issued against the Guaranty Fund during the preceding
fiscal year, if any, and to establish a balance therein; provided, that the levy in any one year will not exceed the greater of
either(a) 12 percent of the outstanding obligations guaranteed by the Guaranty Fund, or(b) the total amount of delinquent
assessments and interest thereon before the levy as of September 1. Such tax will be in addition to and, if need be, in excess
of all statutory and charter limitations applicable to tax levies in the City.
The City has in the past transferred money from the Guaranty Fund to its General Fund to the extent the remaining money in
the Guaranty Fund is not less than 10 percent of the outstanding local improvement district bonds secured by the Guaranty
Fund.
As of March 31, 1999, the fund balance in the City's Guaranty Fund was$1,031,466;outstanding local improvement district
bonds,notes and warrants of the City totaled$5,377,493. At Bond closing,the City will deposit$1,322,166 to the Guaranty
Fund from Bond proceeds; the amount then on deposit in the Guaranty Fund will equal 12.7 % of the obligations secured
thereby.
Tax Levy for Guaranty Fund: Limitations
The taxes levied for the maintenance of the Guaranty Fund shall be in addition to and, if need be in excess of all statutory
and charter limitations applicable to tax levies in any city or town, as long as the total regular property levy tax does not
exceed$3.375/$1,000 of assessed valuation and the total regular levy plus the Fireman's Pension Fund levy does not exceed
$3.60/$1,000 of assessed valuation. In 1994, the City was annexed into the King County Library System (the "Library
System"), which is a rural county library district existing under the authority of Chapter 27.12 RCW. As a result, the City's
regular tax limit of$3.60 per S 1,000 assessed valuation was reduced by the $.50 levy rate of the Library System. The City's
allowable regular tax limit is now equal to $3.10 per $1,000 assessed valuation. For 1999, the City's regular property tax
levy is$2.927/$1,000,plus an excess levy of$.3123/$1,000 of assessed valuation for voter approved debt service.
In addition, a taxing district's regular property tax may not exceed 106%of the taxing district's highest regular property tax
levy during the three preceding years,together with an additional amount representing the increased assessed value resulting
from new construction and newly-annexed property. Upon the approval of a majority of its voters, a taxing district may
increase its regular property tax levy beyond the 106 percent limitation, but not in excess of the limitations otherwise
provided by law. Pursuant to state Referendum 47, the City may levy up to 106 percent with Council approval. The City,
however,chose to limit its levy to the implicit price deflator of 101.9%in 1998 and 100.85%in 1999.
Effective Regular Property Tax Limitation for the City. Since the Library System is currently levying its full $0.50 per
$1,000 assessed valuation,the City's effective regular property tax limitation is$3.10 per thousand, less any levy to fund the
Firemen's Pension Fund. The City has not levied any regular property taxes for the Firemen's Pension Fund since 1986, and
the City does not anticipate levying regular property taxes for this purpose. Should the City's current expectation change,
however,the City is authorized to levy as much as$0.225 per thousand for the Firemen's Pension Fund. Should the Library
System be levying its full $0.50 and the City levying the full $0.225 for the Firemen's Pension Fund, the City's maximum
regular tax levy would be$2.875 per$1,000 assessed valuation(an amount$.052 lower than the 1999 levy).
LOCAL IMPROVEMENT DISTRICTS
Formation
Local improvement projects are initiated either by petition of property owners or by resolution of the City Council. Projects
must conform to those local improvements described in RCW 35.43.040. LID No. 340 was initiated by resolution of the
City Council while LID No. 349 was initiated by petition of property owners.
7
The Council sets the boundaries of the area to receive special benefits from the improvement projects;this area is referred to
as a local improvement district ("LID"). If the project is initiated by petition, the petition describes the boundaries. The
Council passes a resolution declaring its intention to initiate the improvement project and orders the preparation of an
engineering report. The engineering report describes the project, estimates the cost and lists the affected properties. It may
also specify the formula for apportioning the costs. The determination of feasibility and benefits are based on this report. In
addition the City may cause a special benefits study to be prepared.
Before the improvement project is approved, a public notice and hearing is required(RCW 35.43.125). Notices are mailed
to the affected property owners as well as published. The notice provides each owner with the proposed project description
and an estimate of benefits and costs. —
After the hearing,the Council determines whether the LID should be formed. With respect to an LID initiated by resolution,
if,within thirty days after passage of the ordinance forming the district,property owners representing at least sixty percent of
the proposed assessments protest LID formation, the district becomes ineffectual. Within a period of thirty days following
the 30-day protest period for a district formed by resolution, a lawsuit challenging the LID formation may be filed. With
respect to an LID formed by petition, such a lawsuit must be filed within thirty days following the passage of the formation
ordinance.
Assessments
Upon completion of construction, the final costs are determined. Assessments are calculated and levied in connection with a
hearing on the final assessment roll and the adoption of the final roll by City Council. When a property owner receives a
notice of assessment,he or she has the option of making a cash payment in full within a 30-day statutory prepayment period
or making annual installment payments over a specified term of years. More specifically, payments may be made without
penalty or interest during a period of thirty days following the City treasurer's first publication of notice that the assessment
roll is in his or her hands for collection. if not so prepaid, the property owner is responsible for paying the assessment in
installments,with interest and penalties if applicable, at the times and in the manner prescribed by ordinance of the Council. —
A property owner may prepay at any time the entire installments of the assessment remaining unpaid,with interest thereon to
the due date of the next installment. The statutory lien of the City against the properties assessed is described in
"ASSESSMENT LIEN AND FORECLOSURE—Assessment Lien"below. _
Segregation of Assessments
Pursuant to RCW 35.44.410, a property owner within LID No. 340 or LID No. 349 may request that any assessment on a
parcel of property therein be divided among lots within that parcel. Such a segregation of assessments is subject to approval
by the City Council, must be made as nearly as possible on the same basis that was used to determine the original
assessment, and the total of the segregated parts of the assessment must equal the assessment before segregation. The —
property owner requesting a segregation of assessments must pay the costs that the City incurs in connection with the
segregation. The City Council need not approve a segregation if the segregation would jeopardize the security of the lien for
any assessment so as to reduce the security for the outstanding Bonds.
Payment of Assessments When Property Is Subdivided
When parcels of property within LID No. 340 or LID No. 349 are subdivided, a portion of outstanding assessments may
need to be paid off. RCW 58.08.030 provides that prior to recording a plat with the County Auditor, it is necessary to file a
certificate "that all delinquent assessments for which the property affected may be liable at that date and that all special
assessments assessed against said property, which, under the plat filed, become streets, alleys and other public places, have
been paid."
ASSESSMENT LIEN AND FORECLOSURE
Assessment Payment
Payment of the principal of and interest on the Bonds is dependent on the ability of the City to levy assessments in LIDS Nos.
340 and 349. The assessments in LIDS Nos. 340 and 349 are payable in equal annual installments of principal plus interest.
8
The interest rate established in the Bond Ordinance for the installments in LIDs Nos. 340 and 349 is %, which
rate exceeds the effective rate of the Bonds by '/2 of one percent. Property owners may elect to accelerate or pay the full
balance of their assessments on any annual payment date. See "LOCAL IMPROVEMENT DISTRICTS — Assessments"
above. Property owners who fail to make their annual payment are considered delinquent and are subject to foreclosure and
sale of the liened property to recover unpaid assessments,as described in the sections below.
Assessment Lien
A statutory lien upon property assessed within a local improvement district attaches when the assessment roll is placed in the
city treasurer's hands for collection. Under Washington law, the special assessments on the improved and unimproved
property within LIDS Nos. 340 and 349 enjoy a lien thereon which is superior to any other lien or encumbrance except the
lien for general property taxes. RCW 35.50.010. If property owners fail to make assessment payments when due, the City
can pursue foreclosure and sale of the liened property for which delinquencies occur, to recover unpaid assessments. See
"Foreclosure Proceedings"below.
Foreclosure Proceedings
Chapter 35.50 RCW provides that if, on the first day of January in any year, two installments of any local improvement
assessment are delinquent,or if the final installment has been delinquent for more than one year, a city shall proceed with the
foreclosure of the delinquent assessment or delinquent installments thereof in the superior court of the county in which the
city is located. The foreclosure action will be commenced on or before March 1 of that year or on or before such other date
in such year as may be fixed by general ordinance,but not before 30 days following the giving of notice by certified mail to
the owner of the property charged with the assessments or installments which are delinquent,at the address last known to the
treasurer. If a judgment is taken against the defendant, the property will be sold at public auction. The defendant has the
right to prevent the sale by paying the amount of the judgment at any time prior to the sale. In addition, if the property is
sold, it may be redeemed by the defendant or any junior lienholder at any time up to two years after the date of the sale,by
paying the amount for which the property was sold,plus interest and costs of the sale. Any money received by the City as a
result of foreclosure action is deposited in the Bond Fund and used to repay the Bonds.
Assessments in LIDS Nos. 340 and 349 are levied against property, not property owners. Whether an assessment is paid
when due depends on the owner of the property. The City does not have any control over the sale of property in LIDS Nos.
340 and 349. The City does not and cannot make any representations as to the ability of the current or subsequent property
_ owners in LIDS Nos. 340 and 349 to pay their assessments. The City will pursue any remedies available under the law to
collect assessments against property within LIDS Nos. 340 and 349.
Impact of State Homestead Exemption
Chapter 6.13 RCW permits any head of household to protect a certain portion of the homestead(residence)from forced sale.
In City of Algona v. Sharp, 30 Wn.App. 837, 638 P.2d 627 (1982),the Washington State Court of Appeals announced that
the filing for a homestead exemption before a scheduled foreclosure sale of residential property valued at $25,000 or less
effectively exempted that property from a forced sale to enforce delinquent special assessments in a special benefit
assessment district. Currently, the maximum homestead exemption is $30,000. The maximum homestead exemption
increases to$40,000 after July 25, 1999.
CITY POLICY REGARDING DELINQUENT ASSESSMENTS
Pursuant to Ordinance No.2563 of the City, a penalty of five percent plus the interest rate established by ordinance attaches
to and becomes a part of all assessments for local or special improvements or installments thereof immediately upon the
same becoming delinquent.
It is City policy to commence foreclosure proceedings on the delinquent LID assessments or installments thereof if two
installments of LID assessments are delinquent. Once any action is brought for the foreclosure of a delinquent LID
assessment, the delinquent balance of the assessment, with interest and penalties, becomes due and payable. A property
9
owner with a delinquent LID assessment must then prepay the delinquent balance of the assessment, including interest and
penalties,to avoid foreclosure.
FUTURE LID FINANCING
Listed below is the status of projected future City LID financing:
Estimated Projected
LID Project Amount Bonding
LID 350—Big K Sewers $ 603,852 Mid to late 2000
LID 329—74'"and SR 516 Signal 300,000 Late 1999 or later
LID 351 —272nd Corridor 8,000,000 Late 1999/early 2000
LID 352—Third Avenue Storm 700,000 Mid 2000
BONDHOLDERS' RISKS
Prospective purchasers should carefully consider the following risk factors, as well as other information contained in this
Official Statement,prior to purchasing the Bonds:
1. Special Obligations of the City. The Bonds are payable solely from the Bond Fund to be funded from special
assessments levied against real property located within Local Improvement Districts Nos. 340 and 349 and, in —
certain circumstances, from the City's Guaranty Fund. The Bonds are not general obligations of the City of Kent.
Except for the payment of a reduction amount, if any,resulting from judgment or settlement of the pending appeal
of one assessment in LID No. 340 and described in the fifth paragraph under "SECURITY AND SOURCE OF _
PAYMENT FOR THE BONDS—Sources of Repayment"herein,no money raised from taxation by the City,other
than to the extent deposited in the Guaranty Fund (see "SECURITY AND SOURCE OF PAYMENT FOR THE
BONDS— Guaranty Fund" and "—Tax Levy for Guaranty Fund: Limitations" herein), will be available to pay
principal of or interest on the Bonds.
2. Estimated Redemption Dates. The Bonds are sold on the basis of estimated maturity dates. Principal of and
interest due on the Bonds are payable from the Bond Fund funded by assessments levied against real property in
LIDs Nos. 340 and 349. The 30-day statutory period allowed for payment of assessments without interest or
penalty in each of LIDS Nos. 340 and 349 has expired. Property owners may now prepay their assessments in
whole,by paying the entire principal installments of the assessment remaining unpaid,together with interest thereon
to the maturity date of the installment next falling due. To the extent that funds are available above and beyond the
interest currently due on the Bonds on any interest payment date,but subject to the redemption provisions described
under "DESCRIPTION OF THE BONDS—Early Redemption" herein, the City may redeem Bonds in numerical
order, lowest numbers first. The amount of principal which will be called on any payment date depends upon the
amount of payments, prepayments and delinquencies of assessments. Consequently,there can be no assurance that
the Bonds will be called on the estimated redemption dates; they may be called earlier (but subject to those
redemption provisions)or later than estimated. _
3. Secondary Market. While the Underwriter intends to maintain a secondary market in the Bonds after their
issuance, there can be no assurance that such a secondary market can or will be maintained by the Underwriter or
others, and purchasers of the Bonds should accordingly be prepared to hold their Bonds to maturity or earlier
redemption.
4. Debt Service Payment. Payment of the principal of and interest on the Bonds is dependent on the ability of —
property owners within LIDS Nos. 340 and 349 to pay special assessments on their property. Makeup of any Bond
Fund shortages caused by non-payment of assessments is dependent upon the City's ability to draw upon the funds
in the Guaranty Fund and/or to collect taxes for the Guaranty Fund in an amount sufficient to cover delinquent _
assessments and in pursuing the foreclosure and sale of the property on which delinquencies occur. See
10
"SECURITY AND SOURCE OF PAYMENT FOR THE BONDS—Guaranty Fund"and"—Tax Levy for Guazanty
Fund: Limitations"herein.
5. Property Foreclosure. Any required foreclosure and sale of property in LIDS Nos. 340 and 349 may be subject to
considerable delay, see "ASSESSMENT LIEN AND FORECLOSURE—Foreclosure Proceedings" herein, and
proceeds from such foreclosure and sale may not be sufficient to cover assessments and interest owed. See
"ASSESSMENT LIEN AND FORECLOSURE—Impact of State Homestead Exemption"herein.
6. Assessment Lien Priority. Under state law, any future local improvement district assessments on the properties
within LIDS Nos. 340 and 349 would have the same priority of lien as the assessments levied in LIDS Nos. 340 and
349.
11
CITY PROFILE
General and Administration
The City of Kent was incorporated in 1890 and encompasses 28.7 square miles in south King County with a 1998 population
of 71,610. The City is the eighth largest in the State. —
Mayor and City Council
The City has a full-time Mayor who is elected to a four-year tern. The Mayor administers the policies established by the —
City Council. The City Council is the legislative authority of the City and establishes and controls policy for the City.
Councilmembers are elected to staggered four-year terms by the qualified electors of the City. If a Councilmember is
appointed to fill a vacancy on the City Council,the Councilmember serves for the unexpired portion of the vacated term. —
Administration of the City
The City officials who are primarily responsible for administering the Bonds are listed below. —
J. Brent McFall,Director of Operations and Chief of Staff,has 20 years experience in city government. He was appointed
to his current position on January 17, 1994. Mr. McFall served the previous four years as City Manager of Federal Way,
Washington. Prior to his service in Federal Way,Mr. McFall was City Administrator of the City of Kent, Washington, City
Manager of Emporia, Kansas, City Administrator of Merriam, Kansas and Assistant to the City Manager of Lawrence,
Kansas. Mr.McFall holds a Bachelor of Arts and Master of Public Administration degrees from the University of Kansas. _
Mayene Miller, Finance Division Director, has been with the City since 1971. She was acting Finance Director from
August 1992 until February 1994, when she was appointed Finance Division Director. The Finance Department includes
accounting, financial planning and budget, treasury,utility billing, purchasing, and central service. She is a past member of —
Government Finance Officer's Budget and Management Standing Committee, charter and current member of Government
Finance Officer's Budget Review Committee, past president of Puget Sound Finance Officers Association and current
member of the Local Government Advisory Committee for the State Auditor's office. —
Roger Lubovich, City Attorney, was appointed to his position in September 1990. In this capacity, he heads the City's Law
Department. Prior to his employment with the City, he was in private practice in Seattle. His earlier work experience —
includes representation of numerous municipalities in the State of Alaska while in private practice in Anchorage, as well as
an appointment as legislative assistant to the late U.S. Senator Warren G. Magnuson in Washington,D.C. Mr. Lubovich has
a Bachelor of Arts degree in Business Administration from the University of Washington,an M.B.A. in International Finance
from Seattle University, and he is a graduate of the University of Puget Sound School of Law.
Brenda Jacober, City Clerk, has been employed in the Office of the City Clerk since 1975. She became Deputy City Clerk
in 1986. She is a Certified Municipal Clerk,having completed her training in 1989. Ms. Jacober was appointed City Clerk
in 1991.
Principal Governmental Services of the City
Police and Fire Protection. The City provides police and fire protection for its inhabitants, and employs approximately 187
people (on a full-time equivalent('FTE") basis) in its police department and 153 people (FTE) in its fire department. For
1999,approximately 31 percent of the city's annual General Fund budget is allocated to the police department and 26 percent —
of the annual General Fund budget is allocated to the fire department. Such appropriations are funded primarily from regular
property and sales tax collections.
Road Maintenance. The City maintains approximately 616 lane miles of streets, roads and alleys with a public works
department consisting of approximately 69 people(FTE). The City is responsible for paving and repairing roads, as well as
clearing snow, ice, and debris from roads when necessary. Approximately 5.3% and 9.0% percent of the City's 1999
General Fund budget is allocated to the City's Street Division and Public Works Department, respectively, which amounts
12
are to be funded in part by State gasoline tax receipts, sales tax receipts and regular property tax receipts, among other
sources.
Parks. The City also maintains 1,408 acres of parks and greenbelts,the operating budget for which is funded primarily with
regular property and sales tax receipts.
Water, Sewer and Storm Drainage Services. The City has a water collection and distribution system, a sewer collection
system and a storm drainage system,all of which are supported entirely with revenues from their operation. Sewer treatment
is handled by King County.
Employee Relations
As of January 1, 1999, the City has 785 full-time equivalent employees. Currently, six unions represent 70 percent of the
City's employees. There have been no strikes for at least 26 years, and the City considers its employee relations to be
satisfactory.
CITY OF KENT
LABOR BARGAINING UNITS
As of June 1, 1999
Approximate
Name of Unit No.of Employees Contract Expires
Teamsters Local 117 124 December 31, 1999
International Association of Firefighters 123 December 31, 1998 '
Police Officers Association 104 December 31,2001
Police Officers Association,Management 10 December 31, 1998
American Federation of State, County and 151 December 31,2000
Municipal Employees(AFSCME)
IAFF,Management 2 December 31, 1999
Contracts are in negotiation
Pension Plans
The City participates in three retirement and pension plans: The City's Firemen's Pension Fund,which is a single employer-
defined benefit pension plan; the Law Enforcement Officers and Firefighters System ("LEOFF"); and the Public Employees
Retirement System("PEAS"), which are contributory multi-employer cost-sharing systems operated by the State. There are
four current City employees who are members of the City's Firemen's Pension Fund.
State Retirement System All full-time employees and some part-time employees of the City are covered by either LEOFF
or PERS. City officials have stated that all required contributions are being made to those systems. In 1995, the major
sources of funding for LEOFF were property taxes, investment earnings and contributions. The major sources of funding for
PERS were contributions and investment earnings. Contributions by the City to LEOFF and PERS, in the aggregate, have
been as follows:
1993 1994 1995 1996 1997
Total $1,407,061 $1,620,953 $1,757,167 $1,891,713 $4,617,833
Firemen's Pension Fund The City's Firemen's Pension Fund is a single, employer-defined pension fund established and
administered by the City in accordance with the requirements of State law. Since the effective date of LEOFF on March 1,
1970, no payroll for active employees has been covered by this pension plan. The Firemen's Pension Fund provides
retirement benefits to all firefighters who retired prior to March 1, 1970, and limited benefits to those retiring after that date
who are mainly covered by the LEOFF system. Firefighters hired after October 1, 1977, are not covered by the Firemen's
Pension Fund.
13
In 1998,the major sources of funding for the Firemen's Pension Fund were investment earnings and the State fire insurance
premium tax. The last actuarial valuation study for the plan was performed as of December 31, 1997, which study reported
no unfunded pension benefit obligation. Firemen's Pension Fund had assets that exceeded the pension benefit obligation by
approximately$888,330 as of December 31, 1997.
Investments
The City has an investment policy adopted by the City Council. The investment policy was awarded the Municipal
Treasurer's Association"Certificate of Excellence" in January 1996 and was commended for achieving fiscal responsibility. T
Pursuant to the investment policy, the City's Finance Division Director invests all temporary available cash surpluses,
including amounts in the Bond Fund, in securities issued by the United States government and its agencies, municipal
securities, certificates of deposit and the local government investment pool administered by the Washington State Treasurer
(the "LGIP"). The Finance Division Director invests the City's debt service funds, separately from other funds, in
accordance with the policies established by the City. All investments of the City are held by the City's primary bank,with
the exception of: certificates of deposit; money invested through the LGIP;United States Treasury SLGS; and mutual funds
(Fire Relief and Pension Fund)registered in the name of the City. The City's policy is to hold all investments to maturity.
Insurance
The City is a charter member of Washington Cities Insurance Authority (the"Authority")which now includes 70 cities and
13 interlocal agencies totaling 92 participants. Coverages provided by the Authority are comprehensive general liability,
including vehicle liability, false arrest and errors and omissions. Member cities share in the payment of claims under self-
insured retention in the amount of $1,000,000 per occurrence. The City has opted to self insure up to $100,000 per —
occurrence, thus saving significant premium costs. The Authority purchases insurance covering losses in excess of
$4,000,000 to a limit of$7,000,000 per occurrence, with total coverage amounting to a$12 million annual aggregate. The
Authority recorded expenses of$1,272,766 in 1997 and$1,002,074 in 1996 for expenses that included assessments from the
Authority, insurance premiums,claims, incurred but not reported claims, and operating expenses of the City. The Authority
and its members are involved in ongoing litigation and claims processing of which the total dollar value of the risk posed is
unknown but would be unlikely to exceed total liability insurance coverages. The City had assets of approximately $1.3
million in its Liability Self Insurance Fund as of December 31, 1998 with claims reserves of approximately $359,000. The
Authority had assets of approximately $59.5 million as of December 31, 1997,with claims reserves of approximately$28.6
million.
Budgetary Process
Operations of the City are guided by an annual budget prepared under the direction of the City's Director of Operations
pursuant to statute. All estimates for receipts and expenditures for the ensuing year must be fully detailed in the annual
budget and must be classified according to standards prescribed by the State Auditor. In September of each year, the
Director of Operations and the heads of each City department must file detailed estimates of the probable revenues and
expenditures of the City for the ensuing fiscal year. Upon receiving the estimates, the Director of Operations prepares the
estimates for debt service requirements of the City. By the first business day of October, the Director of Operations and the
Mayor submit a proposed preliminary budget to the Council for the ensuing fiscal year. After a series of public hearings,the
City Council must hold a final hearing on the budget by the first Monday of December. After the final hearing, the City _
Council must adopt the budget in its final balanced form by December 31 of each year. By statute, the final budget must be
balanced. Once adopted,the annual budget may be revised or amended by Council action by emergency ordinance.
Accounting —
The accounting and reporting policies of the City conform to generally accepted accounting principles for municipal
governments and are regulated and all books and records audited annually by the Washington State Auditor's Office, _
Division of Municipal Corporations.
The City Finance Division Director maintains general supervision over financial transactions of all City funds including
Accounting. The accounts of the City are organized by fund and account group, each of which is considered a separate
14
accounting entity. Each fund has a separate set of self-balancing accounts that comprise its assets, liabilities, fund equity,
revenues and expenditures or expenses, as appropriate. The City's resources are allocated to, and accounted for in,
individual funds according to the purposes for which they are spent and the means by which spending activities are
controlled. The full accrual basis of accounting is employed for all proprietary funds.
The City received the Certificate of Achievement for Excellence in Financial Reporting for its 1996 Comprehensive Annual
Financial Report.
Year 2000 Compliance
The City is taking the Year 2000 challenge very seriously and has been working since 1997 to solve the problems that it
presents for delivery of basic municipal services. A Year 2000 Project Team is working to address the challenge on a city-
wide basis. The project is broken down into the following areas: Awareness, Compliance, Inventory, Remediafton,
Contingency Planning,Vendors,and Due Diligence.
In the area of Awareness, beginning with the October 1998 issue, the City newsletter began informing and updating the
City's citizens, partners and resident businesses on the progress in resolving the City's Year 2000 issues. The City is also
planning utility bill inserts for 1999, along with flyers to be distributed through schools and business partners. The City has
defined and issued a Year 2000 Compliance statement. The City has conducted a city-wide inventory of all computerized
equipment and machinery that could be affected by the Year 2000 computing challenge. The inventory includes,but is not
limited to, all hardware platforms, system level software, application software, life safety systems and embedded chips in
facilities,water,wastewater, sewer and storm systems,traffic systems, Police and Fire systems. As of July 1, 1999, the City
had researched 90 percent of these items and had found none that will impact the City's ability to deliver services.
In the area of computer hardware platforms, system software and application software, the City is replacing or remediating
the majority of its key systems All City desktop PCs have been upgraded or are already compliant. All desktop systems are
now, or by September, 1999,will be Pentium-based machines. Testing has begun on the City's minicomputer applications.
The City's Emergency Management team is coordinating contingency plans.
_ The City is working with a Year 2000 Coordinator and the State's Emergency Management Department on preparing both
the City staff and the public for the January 1,2000 deadline. A number of the products and services that the City's vendors
provide are date dependent. The City has contacted all of its vendors regarding the Year 2000 challenge and have inquired
about the dependability the City can place on all facets of their products and services. The City has identified approximately
45 of the 370 as providers of critical services to the City. The City is contacting these mission critical vendors directly. In
order to demonstrate due diligence, the City's legal department has developed a series of documents outlining the City's
position on the Year 2000 issue. These include response letters to vendors,citizens and language that is being included in all
new contracts and agreements involving the City.
In conclusion, the City is on track to ensure a smooth transition into the Year 2000. All testing and replacement projects are
on schedule. Emergency Management is coordinating the City's preparedness plan and is planning to conduct subsequent
tabletop exercises in September. The City still has several minor items that its vendors assured them were compliant and
now those vendors have retracted their statements. The City is working with the vendors to resolve these issues. The City's
main areas of concern are still with applications software testing and vendors who are retracting their previous compliance
statements. The City is continuing to identify all Year 2000 related problems that could affect the government of the City,
and correct them by August of 1999. The final months of 1999 will be spent on contingency planning and preparation,
applying late software patches and fixes and keeping the public informed.
15
GENERAL AND ECONOMIC INFORMATION
The City is located in southern King County, in the Green River Valley, approximately 18 miles south of Seattle and 18 —
miles northeast of Tacoma. State Highways No. 167, 181 and 516 pass through the City, and Interstate 5 passes through the
City's west side. Seattle-Tacoma Intemational Airport is just west of the City's northern border. The economy of the City
was originally based on agriculture, logging and the processing of farm products. The City's close proximity to expanding
urban markets helped foster its growth. Farming remained a dominant industry in the area until the 1950s when the economy —
diversified to include industrial development.
POPULATION OF THE CITY AND THE COUNTY —
Year City of Kent King County
1998 71,610 1,665,800
1997 70,110 1,646,200
1996 61,500 1,628,800
1995 44,258 1,613,600
1994 41,880 1,599,500
1993 41,090 1,587,700
1992 40,300 1,564,500
1990 M 37,960 1,507,319 On January 1, 1996,the City's population increased by approximately 14,549 residents due to a large annexation.
z Source: U.S.Census Bureau
Source:State of Washington Office of Financial Management —
Major Employers
The Boeing Company("Boeing"),which currently has approximately 94,600 employees in the State,employs approximately —
8,100 people at its Kent Defense and Space Center complex. The Defense and Space Center, which has been located in the
City since 1964, is primarily an engineering and technical center for research and development and computer services, with
some production of aerospace equipment conducted in the plant. Some of the other major employers in the City are listed in
the following table.
MAJOR EMPLOYERS IN THE CITY OF KENT
BASED ON 1999 BUSINESS LICENSES
Approximate
Employer Nature of Business No.of Employees
Boeing Defense and Space Group Aerospace research and products, 8,106
(Kent Space Center) computer service,aerospace equipment
Kent School District Public education 3,474
HEXCEL Corp. Aerospace components 1,118
City of Kent 0) City government 785
Food Services of America Wholesale food and produce 712
King County Regional Justice Center Court and corrections facility 617
Sysco Corp.(CFS Warehouse) Wholesale food distribution 600
Fred Meyer Retailer of household and food products 589
Mikron Industries, Inc. Plastic molding manufacturer 479
Continental Mills Frozen food manufacturer 436
REI Inc. Recreational clothing and equipment 431
Lunstead,Inc. Office furniture manufacturer 337 —
Exotic Metals Forming Co. Aircraft parts manufacturer 323
Oberto Sausage,Inc. Specialty meats 320
Flow Intemational Corp. Scientific research and water jet 300 —
January 1, 1999 approximate full-time equivalents.
16
The following table provides information regarding average annual non-agricultural employment by industry in the Seattle-
Bellevue-Everett PMSA for 1993 through 1997.
AVERAGE CIVILIAN NONAGRICULTURAL WAGE AND SALARY EMPLOYMENT
_ SEATTLE-BELLEVUE-EVERETT PMSA
(000s)0)
1997 1990) 199512) 1994") 1993«'
TOTAL EMPLOYMENT(') 1,314.9 1,246.0 1,180.3 1,158.3 1,144.2
MANUFACTURING 225.4 199.0 186.9 195.7 204.5
Durable Goods 176.6 154.0 142.5 151.7 162.3
Nondurable Goods 48.8 45.0 44.4 44.0 42.1
MINING AND QUARRYING 0.8 0.8 0.7 0.7 0.6
CONSTRUCTION 69.9 65.6 58.6 57.8 59.1
TRANSP., COMM.,&UTILITIES 76.1 75.6 72.6 70.1 69.3
WHOLESALE/RETAIL TRADE 310.1 299.1 288.0 277.8 270.3
FINANCE,INSURANCE,&REAL ESTATE 78.1 75.8 73.4 75.7 74.9
SERVICES AND MISCELLANEOUS 375.8 356.0 327.8 311.8 300.1
GOVERNMENT 178.7 174.1 172.3 168.7 165.5
Numbers may not add to totals due to rounding.
' Includes Island County. Area composition of annual average total is approximately: King 83%;Snohomish 16%;and Island 1%
Excludes proprietors,self-employed,members of the armed services,workers in private households and agricultural workers
Source: Washington State Department of Employment Security
EMPLOYMENT STATISTICS
SEATTLE-BELLEVUE-EVERETT PMSA
1998(0 19970) 1996(0 19950) 1994
Civilian Labor Force 1,421,700 1,345,700 1,271,200 1,235,700 1,216,100
Employment 1,379,000 1,301,000 1,207,900 1,170,100 1,154,800
Unemployment 42,700 44,700 63,300 65,600 61,300
Unemployment Rate(percent) 3.0% 3.3% 5.0% 5.3% 5.0%
Unemployment Rate for Washington State 5.0% 4.6% 6.5% 6.4% 6.4%
01 Includes Island County
Source: Washington State Department of Employment Security
17
Local Development
The City of Kent's downtown area is the site of the new King County Regional Justice Center. The center is located on a 19-
acre site and includes a 896-bedjail,22 courtrooms,office space and meeting rooms. The facilities opened in 1997 and cost
approximately$152 million,which was financed by a King County voter-approved tax levy.
CITY OF KENT '
BUILDING PERMITS
New Construction Value of New Construction
Single Multi- Total Value of
Family Family Single Family All Permits
Residences Units Commercial Industrial Residences Issued°)
1998 167 25 $84,613,210 0 $43,440,223 $144,324,996
1997 144 45 49,300,211 0 44,720,235 117,473,255
1996 128 60 62,926,466 0 37,888,521 130,510,340
1995 176 58 46,196.052 $6,267,613 15,248,813 216,842,336 a]
1994 90 19 29,650,204 11,276,248 11,423,936 61,741,401
111 Includes commercial, industrial, residential (single family and multi-family units), as well as minor amounts for
governmental, demolition and alterations. Multi-family housing accounted for approximately 12.1 percent of the total
value of all permits in 1994.
a Includes permit for King County Regional Justice Center valued at$93,800,000
Source: City of Kent, Washington
TAXABLE RETAIL SALES
(As of February 24, 1999)
Year City of Kent King County _
1997 $2,040,642,091 $29,154,616,987
1996 1,783,558,549 26,402,587,357
1995 1,507,693,474 25,065,319,515
1994 1,395,594,587 23,786,571,355
1993 1,295,773,589 22,616,269,219
Source: Washington State Department of Revenue
18
LEGAL INFORMATION
Litigation
There is no litigation questioning the validity of the Bonds or the power and authority of the City to issue the Bonds.
An appeal of one LID No. 340 assessment in the principal amount of$75,000 was filed with the City Clerk within the period
allowed by statute;that assessment appeal also was filed in King County Superior Court. While the City anticipates that the
appeal can be successfully defended, it has in the Bond Ordinance bound itself to make a deposit to the Bond Fund from
other available City funds in the total principal amount by which that assessment is reduced by court judgment or settlement,
within 30 days after such reduction,together with interest for one year on such amount at the Bond rate.
No appeals from the assessments in LID No.349 have been filed with the City Clerk within the period allowed by statute.
Approval of Counsel
Legal matters incident to the authorization, issuance and sale of Bonds by the City are subject to the approving legal opinion
of Foster Pepper& Shefelman, PLLC, Seattle, Washington, Bond Counsel. A copy of the opinion of Bond Counsel will be
-- printed on the Bonds. A form of the opinion is attached as Appendix A. Bond Counsel has reviewed this document only to
confirm that the portions of it describing the Bonds,the Bond Ordinance and the authority for issuance of the Bonds,and the
portions of it describing certain federal income tax consequences of ownership of the Bonds, present a fair and accurate
summary of the subjects contained therein and in each case the statements of law and legal conclusions relating thereto are
correct.
Conflicts of Interest
Some or all of the fees of the Underwriter and Bond Counsel are contingent upon the issuance and sale of the Bonds.
Furthermore,Bond Counsel from time to time serves as counsel to the Underwriter with respect to transactions other than the
issuance of the Bonds. None of the council members or other officers of the City have interests in the issuance of the Bonds
that are prohibited by applicable law.
TAX EXEMPTION
Exclusion from Gross Income. In the opinion of Bond Counsel, under existing federal law and assuming compliance by
the City with applicable requirements of the Internal Revenue Code of 1986, as amended(the "Code"),that must be satisfied
subsequent to the issue date of the Bonds, interest on the Bonds is excluded from gross income of registered owners for
federal income tax purposes under existing federal law and is not an item of tax preference for purposes of the alternative
minimum tax applicable to individuals. See "TAX EXEMPTION — Corporate Alternative Minimum Tax," "— Tax on
Certain Passive Investment Income of S Corporations"and"—Foreign Branch Profits Tax"below.
Continuing Requirements. The City is required to comply with certain requirements of the Code after the date of issuance
of the Bonds in order to maintain the exclusion of the interest on the Bonds from gross income for federal income tax
purposes, including without limitation, requirements concerning the qualified use of Bond proceeds and the facilities
financed or refinanced with Bond proceeds, limitations on investing gross proceeds of the Bonds in higher yielding
investments in certain circumstances, and the requirement to comply with the arbitrage rebate requirements to the extent
— applicable to the Bonds. The City has covenanted in the Bond Ordinance to comply with those requirements,but if the City
fails to comply with those requirements,interest on the Bonds could become taxable retroactive to the date of issuance of the
Bonds. Bond Counsel has not undertaken and does not undertake to monitor the City's compliance with such requirements.
Corporate Alternative Minimum Tax. While interest on the Bonds also is not an item of tax preference for purposes of the
alternative minimum tax applicable to corporations, under Section 55 of the Code, tax-exempt interest, including interest on
the Bonds,received by corporations is taken into account in the computation of adjusted current earnings for purposes of the
alternative minimum tax applicable to corporations(as defined for federal income tax purposes). Under the Code,alternative
minimum taxable income of a corporation will be increased by 75% of the excess of the corporation's adjusted current
19
earnings (including any tax-exempt interest) over the corporation's alternative minimum taxable income determined without
regard to such increase. A corporation's alternative minimum taxable income,so computed,that is in excess of an exemption
of $40,000, which exemption will be reduced (but not below zero) by 25% of the amount by which the corporation's _
alternative minimum taxable income exceeds$150,000, is then subject to a 20%minimum tax.
For taxable years beginning after December 31, 1997,the corporate alternative minimum tax is repealed for a small business
corporation that had average gross receipts of less than $5 million for the 3-year period beginning after December 31, 1994,
and such a small business corporation will continue to be exempt from the corporate alternative minimum tax so long as its
average gross receipts do not exceed$7.5 million.
Tax on Certain Passive Investment Income of S Corporations. Under Section 1375 of the Code, certain excess net
passive investment income, including interest on the Bonds, received by an S corporation (a corporation treated as a
partnership for most federal tax purposes)that has Subchapter C earnings and profits at the close of the taxable year may be
subject to federal income taxation at the highest rate applicable to corporations if more than 25%of the gross receipts of such
S corporation is passive investment income.
Foreign Branch Profits Tax. Interest on the Bonds may be subject to the foreign branch profits tax imposed by Section 884 —
of the Code when the Bonds are owned by, and effectively connected with a trade or business of, a United States branch of a
foreign corporation.
CERTAIN OTHER FEDERAL TAX CONSEQUENCES
Bonds Not "Qualified Tax-Exempt Obligations" for Financial Institutions. Section 265 of the Code provides that 100%
of any interest expense incurred by banks and other financial institutions for interest allocable to tax-exempt obligations
acquired after August 7, 1986, will be disallowed as a tax deduction. However, if the tax-exempt obligations are obligations
other than private activity bonds, are issued by a governmental unit that,together with all entities subordinate to it, does not
reasonably anticipate issuing more than $10,000,000 of tax-exempt obligations (other than private activity bonds and other —
obligations not required to be included in such calculation) in the current calendar year, and are designated by the
governmental unit as "qualified tax-exempt obligations," only 20% of any interest expense deduction allocable to those
obligations will be disallowed.
The City is a governmental unit that reasonably anticipates issuing more than $10,000,000 of tax-exempt obligations (other
than private activity bonds and other obligations not required to be included in such calculation) during the current calendar —
year and has not designated the Bonds as "qualified tax-exempt obligations" for purposes of the 80% financial institution
interest expense deduction. Therefore, no interest expense of a financial institution allocable to the Bonds is deductible for
federal income tax purposes.
Reduction of Loss Reserve Deductions for Property and Casualty Insurance Companies. Under Section 832 of the
Code, interest on the Bonds received by property and casualty insurance companies will reduce tax deductions for loss
reserves otherwise available to such companies by an amount equal to 15%of tax-exempt interest received during the taxable
year.
Effect on Certain Social Security and Retirement Benefits. Section 86 of the Code requires recipients of certain Social
Security and certain Railroad Retirement benefits to take receipts or accruals of interest on the Bonds into account in —
determining gross income.
Other Possible Federal Tax Consequences. Receipt of interest on the Bonds may have other federal tax consequences as to which prospective purchasers of the Bonds may wish to consult their own tax advisors.
CONTINUING DISCLOSURE UNDERTAKING
Basic Undertaking to Provide Annual Financial Information and Notice of Material Events. To meet the requirements
of United States Securities and Exchange Commission("SEC")Rule 15c2-12(b)(5),as it has been amended(the"Rule"), as
applicable to a participating underwriter for the Bonds, the City will undertake (the"Undertaking") in the Bond Ordinance -'
20
for the benefit of holders and owners of the Bonds to provide or cause to be provided, either directly or through a designated
agent, to each nationally recognized municipal securities information repository designated by the SEC in accordance with
the Rule ("NRMSIR") and to a state information depository, if any, established in the State of Washington (the "SID"),
annual financial information and operating data of the type included in this Official Statement and as described under"Type
of Annual Financial Information Undertaken to be Provided"below ("annual financial information"); and to each NRMSIR
_ or the Municipal Securities Rulemaking Board ("MSRB"), and to the SID, timely notice of the occurrence of any of the
following events with respect to the Bonds, if material: (i) principal and interest payment delinquencies; (ii) non-payment
related defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on
credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their failure to
perform; (vi) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (vii) modifications to rights of
holders of the Bonds; (viii) Bond calls (other than scheduled mandatory redemptions of term Bonds); (ix) defeasances; (x)
release,substitution,or sale of property securing repayment of the Bonds; and(xi)rating changes. The City also will provide
to each NRMSIR or to the MSRB,and to the SID, timely notice of a failure by the City to provide required annual financial
information on or before the date specified below.
Type of Annual Financial Information Undertaken to be Provided. The annual financial information that the City
undertakes to provide will consist of(i)annual financial statements prepared(except as noted in the financial statements) in
accordance with generally accepted accounting principles promulgated by the Government Accounting Standards Board
("GASB"), as such principles may be changed from time to time, which statements will not be audited, except that if and
— when audited financial statements are otherwise prepared and available to the City they will be provided; (ii) a statement of
the outstanding balance of obligations secured by the Local Improvement Guaranty Fund of the City at fiscal year end, and
the balance of cash and investments (based on market value) in the Local Improvement Guaranty Fund at fiscal year end;
_ (iii) the current assessed valuation of the properties within each of LIDS Nos. 340 and 349; and (iv) a statement of total
assessments collected during the preceding fiscal year and the amount of delinquent assessments within each of LIDS Nos.
340 and 349 as of the end of the fiscal year; and will be provided to each NRMSIR and the SID not later than the last day of
the ninth month after the end of each fiscal year of the City(currently,a fiscal year ending December 31),as such fiscal year
may be changed as required or permitted by State law,commencing with the City's fiscal year ending December 31, 1999.
In its provision of annual financial information, the City may provide single or multiple documents and may cross-reference
to any "final official statement" (as defined in the Rule) filed with the MSRB or any other documents filed with each
NRMSIR and the SID.
Amendment of Undertaking. The Undertaking is subject to amendment after the primary offering of the Bonds without the
consent of any holder of any Bond, or of any broker, dealer, municipal securities dealer, participating underwriter, rating
agency,NRMSIR,the SID or the MSRB,under the circumstances and in the manner permitted by the Rule.
The City will give notice to each NRMSIR or the MSRB, and the SID, of the substance (or provide a copy) of any
amendment to the Undertaking and a brief statement of the reasons for the amendment. If the amendment changes the type
of annual financial information to be provided, the annual financial information containing the amended financial
information will include a narrative explanation of the effect of that change on the type of information to be provided.
Termination of Undertaking. The City's obligations under the Undertaking shall terminate upon the legal defeasance of all
of the Bonds. In addition,the City's obligations under the Undertaking shall terminate if those provisions of the Rule which
— require the City to comply with the Undertaking become legally inapplicable in respect of the Bonds for any reason, as
confirmed by an opinion of nationally recognized bond counsel or other counsel familiar with federal securities laws
delivered to the City,and the City provides timely notice of such termination to each NRMSIR or the MSRB and the SID.
Remedy for Failure to Comply with Undertaking. As soon as practicable after the City learns of any failure to comply
with the Undertaking,the City will proceed with due diligence to cause such noncompliance to be corrected. No failure by
_ the City or other obligated person to comply with the Undertaking will constitute a default in respect of the Bonds. The sole
remedy of any holder of a Bond will be to take such actions as that holder deems necessary, including seeking an order of
specific performance from an appropriate court, to compel the City or other obligated person to comply with the
Undertaking.
21
RATING
Standard & Poor's Ratings Services has assigned rating of" " to the Bonds. Such rating reflects only the view of
such organization and any desired explanation of the significance of such rating should be obtained from the rating agency
furnishing the same, at the following address: Standard & Poor's, a division of McGraw Hill Companies, Inc., 55 Water
Street, New York, New York 10041-0003. Generally, a rating agency bases its rating on the information and materials T
famished to it and on investigations,studies and assumptions of its own. There is no assurance such ratings will continue for
any given period of time or that such ratings will not be revised downward or withdrawn entirely by the rating agency, if in
the judgment of such rating agency, circumstances so warrant. Any such downward revision or withdrawal of such ratings
may have an adverse effect on the market price of the Bonds.
UNDERWRITING
Dain Rauscher Incorporated (the "Underwriter") has agreed, subject to certain conditions, to purchase the Bonds from the
City at an average price of % of the par value of the Bonds, less certain expenses plus accrued interest. The
Bonds will be reoffered at an average price of % of the par value of the Bonds, plus accrued interest. The
Bonds may be offered to certain dealers at yields higher than such public offering yields,and such public offering yields may
be changed, from time to time,by the Underwriter. The Underwriter's obligations are subject to certain conditions and it will
be obligated to purchase all Bonds, if any such Bonds are purchased.
PRELIMINARY OFFICIAL STATEMENT DEEMED FINAL
In the Bond Ordinance, the City has deemed this Preliminary Official Statement final for purposes of the Securities and —
Exchange Commission Rule 15c2-12(b)(1)under the Securities and Exchange Act of 1934,as amended.
MISCELLANEOUS —
Provisions Summaries
The descriptions herein of the Bond Ordinance and other documents are brief summaries of certain provisions thereof. Such —
summaries do not purport to be complete, and reference is made to the Bond Ordinance and such other documents, copies of
which are available, upon request and upon payment to the City of a charge for copying, mailing and handling, from the
City's Finance Division Director,City of Kent,220 Fourth Avenue South, Kent, Washington 98032. —
OFFICIAL STATEMENT CERTIFICATION
The undersigned official of the City hereby confirms and certifies that the execution and delivery of this Official Statement has been duly authorized by the City Council.
CITY OF KENT, WASMNGTON —
By: Jim White, Mayor
22
APPENDIX A
FORM OF LEGAL OPINION
(Mis Page Intentionally Left Blank)
FOSTER PEPPER & S H E F E L M A N P L L C
ATTORNEYS AT L A m
FIR
[FORM OF APPROVING LEGAL OPINION]
City of Kent, Washington
Re: City of Kent, Washington, $13,221,661 Consolidated Local
Improvement District No. 340 and 349 Bonds 1111 THIRD
AVENuE
Suite 3400
SEATTLE
We have served as bond counsel to the City of Kent, Washington (the Washington
"City"), in connection with the issuance of the above-referenced bonds (the 98101-3299
"Bonds"), have examined a certified transcript of proceedings relating to the Bonds Telephone
and have examined an executed and authenticated Bond or a facsimile thereof. (206)447-4400
Facsimile
06 The following ordinances of the City established the following local Websi�e' 9700
improvement districts, respectively: W W W.FOSTER.COM
Local Improvement Created By
District No. Ordinance No.
340 3404
349 3388
The Bonds are issued pursuant to the laws of the State of Washington and Ordinance ANCHORAGE
No. of the City (the 'Bond Ordinance") for the purpose of providing the Alaska
funds necessary to pay so much of the cost and expense of improvements ordered by BELLEVUE
those ordinances as is levied and assessed against the property included in Washington
Consolidated Local Improvement District No. 340 and 349 and benefited by those
improvements. The Bonds are payable solely from special assessments levied in the O,egon rvD
P P Y Y P oTegan
above-referenced local improvement districts and paid into the Consolidated Local
Improvement Fund, District No. 340 and 349 of the City (the 'Bond Fund") and from SEATTLE
Washington
the Local Improvement Guaranty Fund of the City. ashingt""
SPOKANE
Washington
50103274,01
City of Kent, Washington
[Date]
Page 2 —
The Bonds are dated August 1, 1999, mature on August 1, 2016, are in the
denominations, bear interest payable on the dates and at the rates, have such prepayment or
redemption provisions and have such other provisions as are set forth in the Bond Ordinance and
in the Bonds.
We express no opinion herein concerning the completeness or accuracy of any official
statement, offering circular or other sales or disclosure material relating to the issuance of the
Bonds or otherwise used in connection with the Bonds.
Under the Internal Revenue Code of 1986, as amended (the "Code"), the City is required
to comply with certain requirements after the date of issuance of the Bonds in order to maintain
the exclusion of the interest on the Bonds from gross income for federal income tax purposes,
including, without limitation, requirements concerning the qualified use of Bond proceeds and
the facilities financed or refinanced with Bond proceeds, limitations on investing gross proceeds
of the Bonds in higher yielding investments in certain circumstances and the arbitrage rebate
requirement to the extent applicable to the Bonds. The City has covenanted in the Bond
Ordinance to comply with those requirements, but if the City fails to comply with such
requirements, interest on the Bonds could become taxable retroactive to the date of issuance of
the Bonds. We have not undertaken and do not undertake to monitor the City's compliance with
such requirements.
As of the date of initial delivery of the Bonds to the purchaser thereof and full payment
therefor, it is our opinion that: _
1. The City is a duly organized and legally existing code city under the laws of the State
of Washington; _
2. The Bonds are issued in full compliance with the provisions of the Constitution and
laws of the State of Washington and the ordinances of the City relating thereto; _
3. The Bonds constitute valid obligations of the Bond Fund and the Local Improvement
Guaranty Fund of the City, except only to the extent that enforcement of payment may be limited _
by bankruptcy, insolvency or other laws affecting creditors' rights and by the application of
equitable principles and the exercise of judicial discretion in appropriate cases;
4. The Bonds are not general obligations of the City; and
5. Assuming compliance by the City after the date of issuance of the Bonds with
applicable requirements of the Code, under existing federal law the interest on the Bonds is
excluded from gross income of the registered owners and is not an item of tax preference for
purposes of the alternative minimum tax applicable to individuals;however, while interest on the
M1032]401
City of Kent, Washington
[Date]
Page 3
Bonds also is not an item of tax preference for purposes of the alternative minimum tax
applicable to corporations, interest on the Bonds received by corporations is to be taken into
account in the computation of adjusted current earnings for purposes of the alternative minimum
tax applicable to corporations, interest on the Bonds received by certain S corporations may be
subject to tax, and interest on the Bonds received by foreign corporations with United States
branches may be subject to a foreign branch profits tax. We express no opinion regarding any
other federal tax consequences of receipt of interest on the Bonds.
We bring to your attention the fact that the foregoing opinions are expressions of our
professional judgment on the matters expressly addressed and do not constitute guarantees of
result.
Respectfully submitted.
FOSTER PEPPER& SHEFELMAN PLLC
By
5010327401
(This Page Intentionally Left Blank)
APPENDIX B
FINAL SPECIAL BENEFITS STUDY FOR LID NO.340
AND FINAL ASSESSMENT ADJUSTMENTS
IThis Page Intentionally Left Blank)
r
Final Special Benefits Study for
S. 196=h/200�h Street Corridor Project LID #340
_ LID Location
Between Green River and (SR-167) Valley Freeway
and S. 1801h and S. 228th Streets
Kent, Washington
— Date of Analysis
October 2, 1998
_ Date of Report
October 30, 1998
Appraised by
Bruce C. Allen, MAI, CRE
Deborah A. Foreman, Senior Associate
— Kirk A. Meinholz, Associate
Bruce C.Allen&Associates, &C.
/MM-MN CanPltle/Swumary
,
BRUCE C. ALLEN& ASSOCIATES INC.
Real Estate Appmisas and Consdw=
Bruce C Allen,", CRS,President
Denise M.Lane,MAI
Murray Braeket MAI —
October 30, 1998 _
Mr. Don E. Wickstrom, P.E.
Director of Public Works
City of Kent
220 4th Avenue S. —
Kent, Washington 98032
RE: S. 196Ts/200Ta STREET CORRIDOR PROJECT LID #340 IN KENT, _
WASHINGTON-FINAL SPECIAL BENEFITS STUDY
(Our File#17222)
Dear Mr. Wickstrom:
We have completed the Final Special Benefits Study of Local Improvement District
(LID) #340 for the improvement of the S. 196th/200Lh Street Corridor Project —
between Orillia Road and 84th Avenue S. (East Valley Highway) in Kent,
Washington. The portion of the project east of the Green River is located in the City
of Kent, and the area west of the Green River is in unincorporated King County.
The City of Kent LID #340 boundary is roughly described as S. 180th Street on the
i north, SR-167 (Valley Freeway) on the east, S. 228th Street on the south, and the
City of Kent limits at the Green River on the west. The LID project will include
construction of an asphalt-paved roadway, curbs and gutters, sidewalks, bicycle
lanes, signalization, surface water retention and detention facilities, and water and
electrical utility improvements. The purpose of this analysis was to estimate the
amount of special benefits, if any, attaching to the properties within the LID area.
The City of Kent has utilized this analysis in preparing the final assessments for
LID #340.
Our analysis included a study of historical and current land uses, sales activity, —
zoning and sensitive areas, recent long-range planning, and future development
trends. Complications in the analysis included the numerous transportation
improvements planned for the area over a number of years, over 100 development
agreements permitting new building construction over a 12-year period subject to
the LID, and the variety of existing development prior to development conditions.
The format of this report is a Summary Appraisal Report - Limited Appraisal. It is —
intended to comply with the reporting requirements set forth under Standards Rule
2-2(b) of the Uniform Standards of Professional Appraisal Practice (USPAP) for a
Summary Appraisal. As such, it presents only summary discussions of the data, —
reasoning, and analyses that were used in the appraisal process to develop the
appraisers' opinions of value. Supporting documentation concerning the data,
reasoning, and analyses is retained in the appraisers' file. The depth of discussion
contained in this report is specific to the needs of the client and for the intended use
10655 ME 4th Street,Suite 221 Bellevue, Washington 98004-5022 (425)450-4040 Fax(425)688-1819
TDD For Speech-and Hearing-Impaired: 1-800-833-6388 —
l i_'-22rIN Compinf�SunMe..
T ,
stated below. The appraisers are not responsible for unauthorized use of this
report.
Furthermore, in accordance with prior agreement between the client and the
appraisers, this report is the result of a Limited Appraisal process in that certain
allowable departures from specific guidelines of the Uniform Standards of
Professional Appraisal Practice were invoked (see Scope of the Study section). The
intended user of this report is warned that the reliability of the value conclusions
provided may be impacted to the degree there is departure from specific guidelines
of USPAP.
The final special benefits herein are given subject to the specific assumptions and
limiting conditions stated immediately following this transmittal letter, as well as
the special assumptions and comments itemized in the Special Benefits Analysis
section of this report. Acknowledgment is given to Tom Bradley, C.T.E. Engineers,
who provided assistance in the preparation of this report.
Based on our investigation and analysis of all relevant data, it is our opinion the
property totals, including estimated special benefits accruing to the subject
properties, as of October 2, 1998, are:
"AFTER"VALUE $1,198,345,500
"BEFORE"VALUE 1,173,412,900
LID#340 SPECIAL BENEFITS $24,932,600
After consideration of all development conditions affecting the properties, the
recommended final total assessment is:
FINAL ASSESSMENT $21,516,014
An LID #340 Property Summary is included in the report detailing the special
benefits and recommended assessments to each of the property owners as well as
summary information about each of the properties.
If you have questions not answered in the accompanying report, please do not
hesitate to call.
Sincerely,
BRUC .ALLlleEN & SOCIATES,INC.
Bruce . An, CRE
Deborah' ,, Foreman, Senior Associate
Kirk A. Kleinholz, Associate
iP
Bruce C.A11en &Associates, Inc.
2 Cnmpleielsummasy
ASSUMPTIONS AND LIMITING CONDITIONS
This appraisal report was made after personal inspection of the property identified in this report.
The conclusions in the report have been arrived at and are predicated upon the following conditions:
(a) No responsibility is assumed for matters which are legal in nature, nor is any opinion
rendered on title of land appraised. Title to the property is assumed to be good and
marketable unless otherwise stated in this report.
(b) Unless otherwise noted, the property has been appraised as though free and clear of all
liens, encumbrances, encroachments, and trespasses.
(c) All maps, areas, and other data furnished your appraiser have been assumed to be correct:
however, no warranty is given for its accuracy. If any error or omissions are found to
exist, the appraiser reserves the right to modify the conclusions. Any plot plans and
illustrative material in this report are included only to assist the reader in visualizing the
property-
(d) It is assumed there is full compliance with all applicable federal, state, and local
environmental regulations and laws unless otherwise stated in this report.
(e) It is assumed all applicable zoning and use regulations and restrictions have been
complied with, unless a nonconformity has been stated, defined, and considered in this
appraisal report.
(f) The appraiser has no interest,present or contemplated,in the subject properties or parties
involved_
(g) Neither the employment to make the appraisal nor the compensation is contingent upon
the amount of the valuation report.
(h) To the best of the appraisers knowledge and belief, all statements and information in this
report are true and correct, and no important facts have been withheld or overlooked.
(i) Possession of this report, a copy, or any part thereof, does not carry with it the right of
publication, nor shall the report or any part thereof be conveyed to the public through
advertising, public relations, news, sales, or other media valuation conclusions, identity of
the appraiser, or firm, and any reference made to the Appraisal Institute or any
professional designation.
(j) There shall be no obligation required to give testimony or attendance in court by reason of
this appraisal, with reference to the property in question, unless satisfactory
arrangements are made in advance.
(k) This appraisal has been made in accordance with rules of professional ethics of the
Appraisal Institute.
(1) No one other than the appraiser prepared the analysis, conclusions, and opinions
j concerning real estate that are set forth in the appraisal report.
(m) Statements or conclusion offered by the appraiser are based solely upon visual —
I examination of exposed areas of the property. Areas of the structure and/or property
which are not exposed to the naked eye cannot be inspected: and no conclusions,
representations, or statements offered by the appraiser are intended to relate to areas not
Iexposed to view. No obligation is assumed to discover hidden defects.
I —
IBruce C.Allen &Associates, Inc.
���"• 1 Complete/$ummar±
ASSUMPTIONS AND LIMITING CONDITIONS
(n) Unless otherwise stated in this report, the existence of hazardous waste material, which
may or may not be present on the property, was not observed by the appraiser. The
appraiser has no knowledge of the existence of such materials on or in the property. The
appraiser, however, is not qualified to detect such substances. The presence of substances
such as asbestos, urea-formaldehyde foam insulation, or other potentially hazardous
materials may affect the value of the property. The value estimate is predicated on the
assumption that there is no such material on or in the property that would cause a loss in
value. No responsibility is assumed for any such conditions or for any expertise or
engineering knowledge required to discover them. The client is urged to retain an expert
in this field, if desired.
(o) Statements, representations, or conclusions offered by the appraiser do not constitute an
express or implied warranty of any kind.
(p) Neither appraiser nor Bruce C. Allen & Associates, Inc. shall be liable for any direct,
special, incidental, or consequential damages whatever, whether arising in tort,
negligence, or contract, nor for any loss, claim, expense, or damage caused by or arising
out of its inspection of a property and/or structure.
(q) The Ainericans with Disabilities Act (ADA) became effective January 26, 1992. We have
not made a specific compliance survey and analysis of this property to determine whether
or not it is in conformity with the various detailed requirements of the ADA. It is possible
that a compliance survey of the property, together with a detailed analysis of the
requirements of the ADA, could reveal that the property is not in compliance with one or
more of the requirements of the Act. If so, this fact could have a negative effect upon the
value of the property. Since we have no direct evidence relating to this issue, we did not
consider possible non-compliance with the requirements of ADA in estimating the value of
the property.
i
1
1-
Bruce C.Allen &Associates, Inc.
t l7=-fTV n Complete/Swamary
TABLE OF CONTENTS
Page
Letter of Transmittal
Assumptions and Limiting Conditions
Subject Property Photographs
Final Special Benefits Study LID#340
Client ..................................................................................................................... 1
Identification of the Properties............................................................................. 1
LegalDescription .................................................................................................. 1
ProjectDescription................................................................................................ 2
History................................................................................................................... 4
Summary of Special Benefits Process................................................................... 5
EffectiveDate of Study......................................................................................... 7
Purposeof the Analysis......................................................................................... 7
PropertyRights Analyzed..........................................................:.......................... 8 _
Scopeof the Study................................................................................................. 8
MarketingPeriod................................................................................................... 8
Definitions ............................................................................................................. 9 Area Description...................................................................................................10
Neighborhood Description....................................................................................10
IndustrialMarket.............................................................................................12
Summary...........................................................................................................14
Zoning and Other Development Conditions........................................................14
CurrentZoning..................................................................................................15
ComprehensivePlan.........................................................................................16
Special Benefits Analysis
LargeParcel Analysis ..........................................................................................18
Improved Property Analysis ................................................................................18
Valuation..............................................................................................................20
Special Assumptions and Comments...............................................................22
Property - Specific Benefit Analysis.................................................................22
Conclusion ............................................................................................................24
Certification of Value...........................................................................................26
Addenda
Final Special Benefits Analysis —LID#340 Property Summary _
Project Maps
Qualifications of Appraisers
Bocce C.Allen&Associates, Inc.
Ir'_.FIN Complete/$ummurr
SUBJECT PROPERTY PHOTOGRAPHS
— West Leg: From Russell Road facing west toward proposed bridge improvement over
Green River.
s
West Leg: From Russell Road, facing east, Toys `R Us distribution center on right;
typical view of existing road improvements.
Bruce C. Allen &Associates, Inc.
i Cm plm/Su .ary
SUBJECT PROPERTY PHOTOGRAPHS
t -
West Leg: From east side of W. Valley Highway, facing west on S. 196th Street,
Boeing Space Center on left; typical view of existing road improvements.
Middle Leg: From west side of W. Valley Highway, facing east toward S. 196th
Street; typical view of existing road improvements.
Bruce C.Allen &Associates. Inc.
17-'22F7N Ii
Campkte/Summasr
SUBJECT PROPERTY PHOTOGRAPHS
.r
t•sr�... � �� t f.�•s �C is
Yr prsi�" .........
Middle Leg. From intersection of S. 196th Street and 72nd Avenue S., facing north
into location proposed for road extension of 72nd Avenue S.
4
1
Middle Leg: From same location as prior photo, facing west along S. 196th Street;
(' typical view of minimal road improvements in this location.
(� Brace C.Allen &Associates, Inc.
l 172Z?F7N 111 Complete/Suntntary
SUBJECT PROPERTY PHOTOGRAPHS
- y
La
Middle Leg- From same location as prior photo, facing east toward _
to be constructed over railroad tracks.
-Yµ
i
Yr
-r
Middle Leg- From east end of bridge, facing east toward East
proposed new right-of-way location through Kingsport Industrial P _
Bruce C.Allen &Associates. Inc.
172%-F7N iv
SUBJECT PROPERTY PHOTOGRAPgS.,
x:
m
�a
Middle Leg: From east side of East Valley Highway, facing west tow 3 :I96th
Street; typical view of existing road improvements. F
F
Bruce C.Allen &Associates, Inc.
171__FIN V complete/sun...
FINAL SPECIAL BENEFITS STUDY LID #340
S. 1961h/200th Street Corridor Project
Between Orillia Road and 84th Avenue S. (East Valley Highway), in Kent,
Washington —
This is a Summary Appraisal Report - Limited Appraisal which is intended to comply with the
reporting requirements set forth under Standards Rule 2-8(b) of the Uniform Standards of
Professional Appraisal Practice (USPAP) for a Summary Appraisal. As such, it presents only
summary discussions of the data, reasoning, and analyses that were used in the appraisal process to
develop the appraisers'opinions of value. Supporting documentation concerning the data, reasoning,
and analyses is retained in the appraisers'file. The depth of discussion contained in this report is
specific to the needs of the client and for the intended use stated below. The appraisers are not
responsible for unauthorized use of this report.
Furthermore, in accordance with prior agreement between the client and the appraisers, this report is
the result of a Limited Appraisal process in that certain allowable departures from specific guidelines
of the Uniform Standards of Professional Appraisal Practice were invoked. The intended user of this
report is warned that the reliability of the value conclusions provided may be impacted to the degree
there is departure from specific guidelines of USPAP.
Client _
City of Kent
Identification of the Properties
The LID #340 boundary is shown on a map on the next page. It is generally bound
by S. 1801h Street on the north, SR-167 (Valley Freeway) on the east, S. 228th Street
on the south, and Kent city limits at the Green River on the west. The tax parcels
within the LID boundary are improved with a variety of uses, primarily _
warehouse/office improvements, but also including office, retail, and other
commercial buildings. Approximately 50% of the parcels are analyzed as vacant or
under-improved. About 25% of the tax parcels contain building improvements
which were permitted for construction subject to Environmental Mitigation —
Agreements (EMAs) with the City of Kent. These agreements provide for the
property owners' participation in the subject LID. —
Legal Description
Each property is identified by its King County Tax Account Number in the LID
#340 Property Summary. —
Bruce C.Alleni &Associates. Inc.
17=nN 1 Complete/samman
Proiect Description
The "Before" Condition. In its "before' condition, there are no through-street
connections in the location of the proposed east-west "corridor" project. Instead, the
_ existing roadways are primarily two-lane paved roads with minimal drainage and
lighting, terminating at the Green River and the railroads.
• On the west side of the Green River, in unincorporated King County, S.
2001h Street is a paved two-lane road with narrow gravel shoulders. There
are plowed fields on both sides of the road. A Class 2 stream exists both
_ within culverts and in open channels on the south side of the road.
• In the City of Kent on the east side of Green River, Russell Road, between
S. 196th Street and the projected center line of S. 200th Street, is an
existing paved road and transitions from three lanes to two lanes.
Although Russell Road is a designated bicycle facility, cyclists generally
use the travel lanes because the shoulders are narrow and in some places,
non-existent.
• S. 196th Street, between Russell Road and SR-181, has three paved lanes
and paved shoulders.
— • Between SR-181 and Mill Creek, S. 196th Street is two lanes wide with
paved shoulders.
• Along the east side of Mill Creek lies the Western Processing property, a
designated federal Superfund site under the jurisdiction of the U.S.
Environmental Protection Agency.
_ • Further east, between Western Processing and 84th Avenue S., two sets of
mainline railroad tracks run north/south through and beyond the project
area. The tracks are owned and operated by Burlington Northern (BN)
and Union Pacific (UP) railroad companies. To the east of these tracks, S.
196th is paved leading from 84th Avenue S. approximately halfway to the
railroad tracks.
The "After" Condition. In the "after" condition, traffic access and circulation
throughout the north end of the Green River Valley will be improved. The project
t will accomplish this by meeting the following critical needs:
_ • Providing another east/west arterial corridor across the Valley.
• Providing an above-grade crossing over both mainline tracks, allowing
continuous traffic without railroad delays along one major east/west
_ corridor.
• Providing direct access to the I-5 corridor to the west across the Green
River, diverting substantial traffic flow from the north and south along
both East Valley and West Valley Highways.
• Mitigate existing and future traffic conditions along S. 180th and S. 212th
Streets.
Bruce C.A[Ien. &.Associates, Inc.
17323F7N 2 Co..plelt/Sa.mary
Summary of Project Funding
a or"
i
FundingSourccs �moant Total
TIB Grant S 11.533,700 26.80%
LID Assessments S 21,516,014 49.99%
Interest Revenue S 435,000 1.01%
City Participation S 9,557,686 2221%
Totals S 43,042,400 100.00%
History _
Planning has been under discussion for traffic and other improvements for the S.
196th/200th Street Corridor Project LID since the 1980s. The increase in population _
and employment in Kent, Renton, Tukwila and south King County, combined with
limited number of east/west arterials in the area and the lack of grade-separated
crossings of the mainline railroads through the area, led to various studies and
plans, including Growth Management Act (GMA) related plans.
The subject corridor was first referenced in the City of Kent's Comprehensive
Transportation Plan in 1984, designated as an unfunded corridor that was needed
by 1995. In 1986, King County Transportation Plan listed the S. 196th/200th Street _
Corridor as a high priority in its "Transportation Needs Section". The Puget Sound _
Council of Governments (PSCOG) issued the Green River Valley Transportation
Action Plan in 1987 which listed the subject project as part of a m;n;rntlm road
network necessary by year 2000. Subsequently, the project has been included each year since 1986 in the City of Kent's Sig-Year Transportation Improvement
Program, and in city, county, and regional plans developed for requirements of the _
GMA. Since 1986, the City has routinely required developers within the LID area,
as part of their SEPA review and traffic mitigation conditions, to execute ENIAs
agreeing to participate in the cost of the project. Over 100 projects within the LID
area have been developed since 1986 under these conditions.
The Environmental Impact Statement (EIS) for the project was adopted in 1996,
and the current project alignment represents the preferred alternative presented.
Specific benefits identified in the EIS included:
Bruce C.Allen &Associates, I/tc.
1T2.%FINDOC- Narmb"10.1998 4 CompleWsummary
Special benefits are a specific, measurable increase in value of certain real property
in excess of any enhancement to the general area (benefiting the public at large)
due to a public improvement project. The amount of the special benefits accruing to
property as a result of a local improvement is the difference between the fair
market value of the property immediately before and after the improvement.' That
is, the difference between the fair market value of the property in its "before"
condition ("without" the improvements) and its "after" condition ("with" the
improvements) reflects the special benefits to a property. In our valuation process
we have evaluated the properties as if owned in fee simple. We have given
consideration to the owners' uses of the properties and their historical activities.
(See also discussion in Special Assumptions).
— The primary special benefits to the properties in this analysis are the ability to
develop to the highest and best use provided for by zoning or the Comprehensive
- Plan. Without the project improvements, some properties have limited access and
utilities infrastructure, and in general, traffic congestion and demand on existing
utilities services will become too great without the improvements for all of the
properties to develop.
i.
Properties can be assessed for no more than the amount of special benefits. In the
case of the subject project, the value of special benefits is considerable, allowing
— significantly more intensive uses than would be possible without the project. Our
analysis resulted in different levels of special benefits, with trends relating to
— ° proximity to the arterial improvements, highest and best use as vacant land or
improved properties, existing types of infrastructure, and other characteristics.
Each of the parcels is considered on an individual basis, however, as discussed in
the Special Benefits Analysis section of this report. It is our professional judgment
_ that the properties adjacent to the improvement are benefited most greatly, both
vacant and improved properties. In the area between S. 1801h and S. 212th Streets,
properties are benefited to a lesser degree, particularly improved properties
constructed prior to 1986 along the north and south extremes. Generally,
properties to the south of S. 212te Street are without special benefits, except for
properties constructed from 1986 with development conditions related to the
project. The reduced special benefits to peripheral properties are primarily due to
'lit re: Bellevue Plaza, 181 Wit. 3d 397 404, 851 p2d 663(1993).
Brace C.Allen &Associates, Inc.
f7.=_^FIV 6 Compkte/s"mn,ary
Property Rights Analyzed
The property rights analyzed in this report constitute the fee simple interest.
Detailed information that would allow us to estimate the leased fee interests, if any, _
in the properties was not available. Also, the personal, familial, or tax factors
related with the ownership of individual parcels was not available for our
consideration.
Scope of the Study
In preparing this study, we have conducted property and neighborhood inspections,
analyzed historical land and improved sales, rents, operating expenses, construction
costs, and capitalization and yield rates. -The development conditions of the
properties within the LID area were researched. As appropriate, the information
gathered was analyzed utilizing all three approaches to value.
The format of this report is a Summary Appraisal Report - Limited Appraisal. Per
prior agreement with the client, the appraisers did not conduct interior property
inspections or substantive interviews with the owners/taxpayers to obtain the most _
current, property specific information. This level of investigation would be typical
in appraising properties similar to those in the LID. While all three approaches to
value were considered as part of our analysis, due to the large number of properties
and limited availability of information, the appraisal process (see also Special
Assumptions) to develop the opinions of value in the "before" and "after" conditions
and the resulting special benefits is considered limited. This study sets forth the
appraisers' conclusions and summary discussion of the data, reasoning, and
analyses used in the appraisal process. A complete file is retained by the
appraisers.
Marketing Period
This study is based upon a "typical" marketing period of six to twelve months. It is
assumed than an owner would be willing to meet market demands, including
typical conditions imposed by the City, building permit contingencies, and market
pricing, both in the "before" and "after" market valuations. A six to twelve month
marketing period is considered reasonable for the subject properties at the
appraised values.
s
Bruce C.Allen&Associates, Inc.
1"2MN $
CompletdSummat�'
e
Enabling legislation prouiding for formation and authority to levy assessments by an
LID exists solely in Washington State statutes. All assessments must meet two
criteria: (1) The amount of cut assessment on a particular parcel may not materially
exceed the special be/tefit to that parcel; and (.) All assessments within the district
must be fair and in proportion to all other assessments.
Area Description
Demographic, economic and growth data on the Seattle Metropolitan area and the
_ City of Kent is widely available. This data can be furnished on request if the reader
is unfamiliar with the resources.
Neivhborhood Description
The subject LID area is located in the northwestern portion of the City of Kent.
This location is in the northern area of what is often referred to as the Green River
Valley, an area featuring the development of high-tech, manufacturing, and office
facilities, which includes portions of Renton, Tukwila, Kent, and Auburn. It is
defined as a narrow strip that runs east of I-5 and straddles SR-167, extending from
Renton south to the King/Pierce County border.
I-5, the major uorth/south highway in the state which gives access to Seattle,
_ Canada, and Portland, lies approximately 2 miles west of the subject area. I-405,
just to the north of the subject area, branches off from I-5 and runs north along the
east side of Lake Washington through the cities of Renton, Bellevue, Kirkland, and
Bothell where it subsequently rejoins I-5. SR-167 runs south from I-405 through
the cities of Renton, Kent, Auburn, and Tacoma. Access to the subject LID area is
- provided from the north via I-405 by West Valley Highway and Lind Avenue SW,
from the east by SR-167 by S. 180th and S. 212th Street interchanges and the 3-lane
East Valley Highway frontage road, and from the west via I-5 and Orillia Road and
S. 212th Street.
General transportation facilities to the City of Kent include rail service provided by
Burlington Northern and Union Pacific, and truck service provided by all major
"— truck lines operating in the Puget Sound area. Seattle-Tacoma International
Airport and Boeing Field International are located approximately 6 miles from
Bent, providing complete air service. Renton Airport to the north has a 5,000-foot
runway with facilities for corporate and general aircraft.
— Y
F
Bruce C.Allen &Associates, Inc.
1-___F7N 10 complete/sammat7
In the Valley a projected 6.1 million square feet is in the planning stages for future
development or under construction. According to the 3rd Quarter 1998 CB
Commercial Report, there were 12 projects (2.8 million square feet) under
construction in the Green River Valley, and another 30 projects (3.4 million square
feet) in the planning stages. A sampling of major new or existing projects within
the LID area includes Southcenter Corporate Park, the Boeing Aerospace Center,
and large projects by both Trammell Crow and Spieker Properties.
In the Valley, the supply of vacant, industrial land is running low. In a study by
CB Commercial in 1995, about 300 vacant acres were considered buildable due to
wetlands and related buffer zones. Based upon 40% lot coverage for warehouses,
_ analysts indicate this translated into 5.2 million square feet of building area, or a
30-month supply based upon an estimated absorption of 2.0 million square feet per
year. While current projects in the development pipeline suggest more inventory
F. than that is being planned, buildable sites are difficult to find in the Valley.
Summary
_ The Green River Valley continues to be a growing industrial, office and retail
market with new, attractive projects recently completed and in the planning stages.
Given the rising scarcity of land in King County in general, and the Valley's central
proximity to the Seattle and Tacoma Central Business Districts and Sea-Tac
International Airport, it is expected that a continued demand for suitably zoned
— ` industrial and retail parcels and improved properties will continue for the
s foreseeable future.
Zoning and Other Development Conditions
The properties included within the LID boundary are zoned under a variety of
different districts, primarily industrial. The City's Comprehensive Plan reflects
— similar classifications.
P
_ A number of the properties are affected by Sensitive Areas, including wetlands and
a' stream corridors.
i
Bruce C.Allen &Associates, Inc.
17=__FIN 14 Complete/Summary
r• -
tmoving to increase the amount of commercial land, often at the expense of
industrial land. The Cities of Renton, Kent, Tukwila and nearby SeaTac have —
approved increases in allowable density in their "urban" areas, permitting
construction of high-rise buildings. In 1989, Kent rezoned industrial land along
East Valley Highway (Central Avenue) for commercial use. The north Valley is
trending towards more intensive development, with taller buildings and higher
densities within the foreseeable future. —
Over the past 15 years, expansion at Boeing facilities accounted for a large share of
new industrial development, especially in Auburn and Renton. By early 1992, it
had also become a major force in the Valley's office market, 75% of the total 4
million square feet of office inventory. Boeing also has extensively redeveloped its
holdings along the Duwamish River between Tukwila and Seattle city limits in the —
past several years. It continues to occupy a significant portion of the office and
industrial space throughout the area.
Industrial Market The subject LID area is predominantly zoned and built out for industrial uses. The
area competes primarily with the close-in Seattle industrial market centered —
around Harbor Island and the Duwamish Waterway, south of downtown Seattle.
The Seattle market began developing at the turn of the century and has been built
out since the 1950s, tending at one point toward heavy manufacturing.. Recent
redevelopment trends, however, are trending toward more Port-related activities
and secondary office and retail development. Land values in the close-in Seattle —
market range from $6.00 to $20.00 for ready-to-go sites, compared to Valley prices
in the $3.50 to $6.50 range, and rental rates in Seattle exceed Valley rates by 10%,for older, less functional space.
Significant industrial development in the Green River Valley began much more
recently, in about the 1970s. By 1992, however, the Green River Valley had already _
exceeded the size of the close-in Seattle market. As of 1997 the Green River Valley
had approximately 81.9 million square feet, compared to 67.8 million square feet for
the close-in Seattle area. Other markets competing with the Green River Valley —
include the Eastside industrial market, and Tacoma, including Puyallup, Fife and
Lakewood to the south. The Eastside market contains approximately 18.8 million
square feet, representing a variety of development extending the entire 20-mile
Bruce C.Allen&Associates, Inc.
17N_RIN 12
Co,upktdSumntary
valuation, supported by our highest and best use analysis, is within the bounds of
the legal principle discussed in Doolittle us. Everett:
'The future use to which property may reasonably be adapted within a reasonably
foreseeable time may be considered in valuing the benefits arising from a local
improvement, but the theoretically highest and best use must meet the standard of
reasonableness under the circumstances."
A summary of special assumptions is contained in the following Valuation section of
this report.
Larne Parcel Analysis
We acknowledge that a number of parcels in the LID boundary are owned in
combination with others under one ownership. Our analysis of these parcels, either
individually or as a "large parcel," was conducted within another legal principle
discussed in Doolittle:
Y-
"The larger parcel test may be used to uerify the existence of a single tract or unit of
property for measuring the benefits flowing from a local improvement. When the three
elements of the test: unity of ownership, unity of use, and the contiguousness of the
components of the unit, have been demonstrated, several parcels may be considered as
a single tract.n10
A list of the properties which met the test of "large parcel," as described in the
Doolittle case, due to unity of ownership and use (existing or proposed) and the
contiguous nature of the parcels, is contained in our files.
Improved Property Analysis
Because of the improved characteristics of a number of the parcels, we made an
_ analysis of the underlying land values "before" and "after" the road improvements
and compared these to the whole property values. Some of the properties were
determined to be underdeveloped, with the improvements considered an interim
use. The highest and best use of these LID parcels is "as if vacant."
For other properties due to their significant improvements, the highest and best use
is "as improved," some with excess land, within a reasonably foreseeable time. We
9114 Wn. 2d 88, 786 p. 2d 253(1990)p. 89.
100p. cit., p. 88.
Bruce C.Alien &Associates, Inc.
17222RN 18 Con,plewlSummary
Comprehensive Plan
The Comprehensive Plan identifies all of the properties west of 72nd Avenue S. and
some frontage parcels along S. 180nh Street as Industrial. The balance of the LID
area is classified as Manufacturing Center, except for several Commercial
designated areas at the intersections of West Valley Highway and S. 180th Street,
and East Valley Highway and S. 180u and S. 212th Streets.
Commercial. Commercial areas allow a variety of retail, office, and service uses.
Industrial. The Industrial designation shows areas for manufacturing and
warehouse uses. However, office and business park development is allowed in this
area, as are certain types of retail uses, including bulk retail.
Manufacturing Center. The MwLufacturing Center is an area reserved for
manufacturing and warehouse uses, or those uses closely related to industrial
development. Office uses related to manufacturing/warehouse uses are permitted, but
they are otherwise limited. Retail uses are also limited in the Manufacturing Center.
y
Bruce C.Allen &Associates, Inc.
173.3FIN 16 Complete/summary
e
LID 340 - S 196th/200th Street Corridor
All
�v
n- Y fs 1 J hq
K: "V
= r
n
�F
Y
A
f-
N
R-clecc Bou day E snrng intxmx m
[mxaotEM Ganda' C r�bsal W E
(-1 Pawed
sm
Tv
Pf —7
I ��0 way^*�n''�A°. m '' '4
�I e °��.� ®_ e,. fi x.
� c Y
M�A� =
c s
Industrial Districts. The majority of the LID area is classified for industrial use.
The Ml zone allows the greatest intensity of office development and requires higher
standards for industrial development as compared to the ,M3 zone, which permits
the heaviest types of industrial activities. In our experience, however, there is little
distinction in values between the various industrial districts in the Green River
Valley due to zoning classifications. Rather, value differences primarily result from
changes in property location relating to neighborhood and arterial and utilities
infrastructure. The sales are summarized according to their infrastructure
characteristics. For parcels in the Primary area within the project, all of their
"after" conditions reflect arterial exposure on the LID project.
• Arterial - The summary of land sales lists over 20 Arterial Sales, with
prices for industrial land, adjusted to the valuation date, reflecting a mid-
range of values of$4.50 to $6.00 per square foot. In the 'before" condition,
land values for arterial parcels in the LID area are generally estimated at
$5.00 per square foot of usable area; in the "after" condition, values of
$5.00 to $5.50 per square foot are supportable.
• Curbs - More than 30 "Curbs Sales" or business park related properties
are presented in the summary. Adjusted for time and other factors, the
sales support a value range of $4.25 to $5.00 per square foot for these
types of properties. For the subject properties, a value of$4.50 per square
foot is generally concluded for business park properties in the "before"
condition. The "after" values range from $4.50 to $4.75 per square foot.
• Paved - About 30 'Paved" Sales, or properties with only 2-lane paved
_ roads, are presented, indicating an adjusted range of $3.50 to $4.25 per
square foot. A value of $3.75 per square is generally concluded for these
types of properties in the `before" condition. "After" values of $3.75 to
$4.00 per square foot are considered supportable.
Commercial Districts. A limited number of properties in the LID are located
within commercial districts at the intersections of S. 180th Street at West Valley
and East Valley Highways, and S. 2121h Street at East Valley Highway. Several
other properties within the LID are developed for commercial uses, which was
taken into account in our analysis.
We considered this area to be best supported by the Commercial Sales, which reflect
adjusted sales prices ranging from $7.00 to $24.00 per square foot. For the subject
Bruce C.Allen &Associates, Inc.
17-"3_FIN 23 Cmnpleee/sammau
otherwise, it would have been cost prohibitive for an individual property to
construct improvements necessary to mitigate traffic impacts. These impacts are
addressed by the arterial improvements in the LID.
Special Assumptions and Comments
Because of the sensitive areas (e.g. wetlands, contamination) on undeveloped land
and developed projects, we are required to make assumptions regarding usable site
areas. The special benefits in this report are based on our calculations from City
maps, sale confirmations and/or County assessor's records.
Additional assumptions of this report include: 1) total land areas from the assessor's
records or provided by the project engineers are accurate; 2) building information,
including age, gross and net building areas, office buildout, site coverage and other
factors, from assessor's records are accurate; and 3) existence of EMAs. This report _
does not address responsibility for assessments as a result of other contracts or
present use classification of property. _
Property - Specific Benefit Analvsis
The analysis that follows is based upon a review of comparable land sales in the
LID boundary and comparable locations in Kent. These sales are relied upon to
support the "before" and "after" values for the various parcels. Comparison of the _
"before" and "after" values yields a conclusion of special benefits for each property.
As part of our overall study, we carefully analyzed other sales during the same time
periods in surrounding communities in the Puget Sound area. A table identifying
the primary comparable land sales used in this analysis is included in this section.
For analysis of the contributory values of the property improvements in the "before"
and "after" conditions, we reviewed current construction costs, current rents, and
improved property sales to support our conclusions. The values in the "before" and
"after" conditions are greater than land value for the properties improved to their
highest and best uses, including the contribution of the building and site
improvements. The value differences were modest, ranging from 1% to less than
4% of total building value in the "after" condition, with the high end of the range
attributable to properties adjacent to the new project. Details of the appraisers'
analysis is retained in our files.
Bruce C.Allen &Associates, Inc.
1 f=.E7N 22
Cou,plete/S"mmrtry
Based on our investigation and analysis of all relevant data, it is our opinion the
property totals, including estimated special benefits accruing to the subject
properties upon completion, as of October 2, 1998, are:
"AFTER"VALUE $1,198,345,500
'BEFORE"VALUE 1,173,412,900
LID#340 SPECIAL BENEFITS $24,932,600
After consideration of all development conditions affecting the properties, the
recommended Seal total assessment is:
FINAL ASSESSMENT $21,516,014
Bruce C.Allen&Associates, Inc.
IT?__^F7N 25 Ca pka /S"MnUU7
a K
i
O
O
C N
O O O O O m 0 O
N n n N m q
y O O O O O O O O P O O p
3 O O O O O O O O T O N p
y a b T a m 0 0 0 p r M1 �O
3 �
m b b nr bbOO � -�
n
a
N 'c
L_ C t
L L � � -
fn � = m ;nm o` in ,°nyyF F � m° :n° ri� Fm = FFFFF � in rR In V1 fey voiFFFFF -'
p Y
Vf m T O O N h 0 0 0 0 h n n b n r g O O ry 0 - N O N Q P - m h
Y O n Q T n n N n O g m P m N P Q 0 b P n P N Q N g N m N N b O m N N N Q - b
3 � N Q Q T T C T T Q n N N n T n Q p n N Q n n Q n n n n Q Q M1 n n n Q N N n N
C O O N Q n r r P b b b P N O Q n O m n Q N M1 O b O b b Q Q b b m
a,t It m - O O d O O n O N n n P -
3 3 `� e n Q e M< n v Q O O r•O� T N �N hI N
N -
r a N
C' O O N T Q n M1 n g b b b P N N T n O m N 0 N r 0 b n b b b Q Q b b m
r Q m O O b O O ,�r N r m O:n r q .p N m b m Q q at n
N -
H �
Y O O n 0 n O Q r O Q O N m T O O m N O O O O n m pp p � O n Q Q Q N p O pp O
" � O O N^J CO- e�N O n �D rM hN�C ,� OO n<h OeOc rinn r� mm viO
m - N N b n N n Q N P N N n N g b b b n ry r N n N
N O O n O Q n O Q N m O m N O O N O r m n O n Q Q Q N Q 0 0 0
P O O O P N Q T O Q r N 0 0 ry O 0 C C n b 0 - N N n p r m g q 0 0
O
N Vf Y1 N M N M M
T Q n ry N N O O O m b b b N N h Q Q N
y
0
CA
> y C
VJ CA CO VI Q Ai m O
O 3 L L N C G m O N C y ��• ?N4� ii7 > y O
y Vf u 0 r m Z a O L N >
wt
f/J :n3a_ T •po vv a <> �n vi vim 3 � y � � "' ,no � � 3 � "'e � o vie
yU NUff m Yi ` < fA
b O O Y Y a _nl b 3 N Q Q Q C Qra
N Q ry ? a Q h L 3 C !A S y Q L
>
b - Vf Q J rv - M1 a M1 N ry ry r Z Z N Z m 3 N Z n V1 r z w 9 z 7 N N Q r•
Addenda
Bruce C.Allen &Associates,Inc.
lf^�1y Complete/Summer*
_
CERTIFICATION OF VALUE - —
I, the undersigned, do hereby certify that I have personally inspected the properties
located within the S. 1961h/200th Street Corridor Project LID proposed boundary, in
Kent, Washington, and have prepared the analyses, opinions, or conclusions of
value. —
To the best of my knowledge and belief the statements of fact contained in this
report and upon which the opinions herein are based are true and correct, subject to
the assumptions and limiting conditions explained in the report.
Employment in and compensation for making this appraisal are in no way —
contingent upon the value reported; it was not based on a requested minimum
valuation, a specific value, or the approval of a loan. I certify that I have no
interest, either present or contemplated, in the subject property. I have no personal _
interest or bias with respect to the subject matter of the appraisal report or the
parties involved. This appraisal report and methodology were conducted to conform
with the ethics and standards of the Appraisal Institute, as well as conformance to
the USPAP adopted by the Appraisal Standards Board of the Appraisal Foundation.This appraisal report identifies all of the limiting conditions (imposed by the terms
of my assignment or by the undersigned) affecting the analyses, opinions, and con- _
clusions contained in this report.
No one other than the undersigned, with the exception of the person(s) shown on
additional certification(s) if enclosed, prepared the analysis, opinions, or conclusions
concerning real estate that are set forth in this appraisal report.
The use of this report is subject to the professional requirements of the Institute —
regarding review by its duly authorized representatives.
In my opinion, the property totals, including special benefits accruing to the subject _
properties upon completion, as of October 2, 1998, are:
"AFTER"VALUE $1,198,345,500
"BEFORE"VALUE 1,173,412,900 _
LID#340 SPECIAL BENEFITS $24,932,600
After consideration of all development conditions affecting the properties, the —
recommended final total assessment is:
FINAL ASSESSMENT $21,516,014 _
�� �iS20/y12Oi�
Deborah A. Foreman, Senior Associate
State Cert.#FO-RE-MD-A487DS
Brace C.Allen &Associates, Inc.
17_22FTV 27 Complete/Summa+S
e
i
3
e
4S ne+•8 + 8" e•<'» S.R .e•. 3 .a. 'o 'o9 ^ a'a8g <-= 88 8 °' 8 a.89 as'sam: ereg »eee.e:e•e„e„e•,
as. 3 S:« S s 1'..'.»»..^�.q»..�..S.S'3 P..3.3,e.«.3:$«.SAS.».$S S.S.S.«.S:«...3 3 s•s S•S.S.«:3 «.3 S
'^8s;.tl. &..^t. « o »'.� «« n'e.^ ea »:8e «:3'«.S:«�«e.a^'.^•. e - .. ea:...o:$.«:ewe
A.
� P O.f•.:a R H P "< .PY � O e S '^I g O � _.H.$ $�� S $ a $ $ $ H.$ P N � '< •n w..n
3 «» e:P. �e »r« »»S » .0a & 4 »i3 » ««S. ««:3 »'« . «ISi3.31»
— as: 8348288.11 � sassa � �� s s e :« a es «' ,s,H,a s8HI§'j1»j;s!a
s « n+i w «Z« tw .: � 'I I S ei I ISIr `�.$.«:«'«i � 17u•_
7 3.S;aza«.e a ej3131S:S.»S S S a aa!S:sisis.»I»:a SIX s
I I I 1 '« e � .»_ e3 e 1 er 1«'33 «:«3.333.3 3«33er eeeo '.e.:3
3 SIM•«�3 .«1 r31 M.r•«3 3. • » I 131 M.««{MIrIMIrE3.
= rrlr r 111 j : II .
I I I I I I I t I I I
,
^ S•s:S:S:e- �5.3.3{sls.S S A S S S' ,»le srsl s.3:S Is s:SIS S e+sls:S:3 S S'S:31S e.3..:S:S o e e - S1313:s
I 1 I
_ d aa8
SS « eeS: 0.03:o «'Sa pNs o: "� al3 a »3e.e ease ee.»S e3S or«e oo'Sa oe erlo 3e «s
`_ 888:e8 »8"SIsBS:$ 8a8aaa8s'8 $I38238.e e•8e8e13.3.e «.5.8.'888 88s8 '$, 8,8,8!e
1m .g .p " AI - „1-:-
_ j M MI M• M .M
ff
M M I ir,
aaa1s;$ s:al3;a;saaas9a &Ia ail amsa ( s $ I:a;s $ s $ ' I s ;ssslEssalsla;sss;s
I ... ..:< S,3 9
; , r 1 r
ss �:ssssgss'sssas3asss8,§ sass ( 8s, As8W111 1, 1
�. = - e 'm w tom miwl wl w•r u
— z e a g .. a".d'e :-.e.R ._ .^. 1. m q• o'.ola._....o - e e e'...�,8 gg w g a e m.gto aa s�
8 8 8w $:S 8 e e 31 a'o o S a 8 8 £•.o w.8.8.8"^0 8 8 e8:8 8'.^0 8 a' S-& x.8 8.8 H 8.8 8 B.H.e
e e e eel-.a. al o^%H�8
ee e o
gga a� a"ryls s a• a ^ r^_ 4 3 x:a z.a'a�� s:8 � � sa.a�a »._.e"a,aa a a a:a a sez,r s s "e.s �,�'aia;a!�'$'a
i � wm.&^' A .w..aR :..^.,..r_ _ r ws •^� ^ ..."'"e-«... -.- 4:a:a ^. .. ..r^.^ .. ^ .. m.$ $."•. .. .. S '^.a'.'.'1°^�'I
a
-
d a
s_ y
• P e e � - - -.9.ei ei�l e.� e 9 g'.�._.�!•_ - - a a a'e w w � e = - a e:e � e:e e.e e � ^-'f� ei= e'e a o.-$, e e
•7 U 6.0 L.6.�.<_.d.U.U•L:U.6.U.U:U U.0 ' U L L U 6.6.6.U.6 U•U 6.L U Ui�.U.U'U U U'�.6.51�.�.U.L.U:U.0 U U.0 U U
2'22�.00:00 20Al
'y0 O:O.OI O:O.O.OHO"O'O.O• a i p222'p.ZZ2Z:Z:Z.Z'Z.z�:j.> pini2 �j222 Z'2'2o- Zy ZZ'Z'2ZZ2.Z 2:2:25'2222Y:i Z.y�2Z
� Oi•rOl O� :O, r ^.•�.•�.M M I`ll _ =�P .e '�. :�; O-
tl _ w 7 _ « N •:N_:••i•n d••pn w• _
� =:�•=:w w:0• wr•P�•pl Q N•w ^.» tl� � n �• tltl:�:tl a �:p w:p.p.^ «:tl!-•�:V' ��x:�-� •gyp �p w.p"1
p V TT' a w.0�•-n =.J.» P.OV' tl •-r rdp d O V e A'„�-:=r_ O - IP P P" A�Y «
< _ w P ..Oyw ' !Nj•^. O- - • •^n � "w _:O_ ».tl W _ p _ ''p•.^:^In:. I 1� N•�• w.•V•w
I
c - $. .0 81,tl. •O tli3:R:e:x:Si Si3a.-.-i^:.e..•»'�
� w e w .'.' d _ aI �BiAro'=1w a itl tl a o w wI$' tl ffi e:P -e d •- w"- •w•.'+.e•n P w.al A•n•d
I
« - < <i - «• �.37 u.» r,, -F i .«.».- O u u.u'ulu u u u.»•«I .». »
i:cu7: G S.O << s:E'S.s:sis s's< <<i�' S 2`<js s<Z<'.<»`ISI Is F'S(si Ns:i
�:�.7;�•O OI I • 'SI ii i i Y Y; Y,��'$'$i .ITi' 'ZIi'i• Z I .IO I O.O.OIO
- 9 'e'-: I E• IE: .'e: .:EE �:o': IEI _�z. t .p'ti'•£�' .�T.i� -'
e �.�: :�:�:,:''i�l'I A31 3;43:3t e:z:>Y c:3i e e 3.>;>.4i1!I'i c`i e,e! •e!e`I e� i �>:E rI �elS�pl:i s! Il a siI_�>::.`>;i
U y <.<•U1�.6.<:6.6•M1rUIU•U1U:<;<�< <:U.< <U 6.6•U UrL.<r<•<IU'<:<:<i<:<I<:<:<�<I<:U•<�Li<i<I Llii<I<IyrL•6.L
V a
S"i'2!"1 4-14. i3is1€ "< ':€.=:$f4d•81 E.c�&� I S`Ya`=!�d';'? 1 8ie.'�a ':g'c:'2 S: 'S!S SI?I S1 81 8j'I'f'1 8! � .S'8: c,x•_ ;
`�f i:1 H SI S' Iti:SI S EI SI1=:S.r �•EI�.i=:r i[H:1=:Xg:S "•%�•••%:r•%•NI NIN°.,'n:n,%: ; 1
NN (A:%% N• 'VI•N:H' 1 uiHl HrH.H:•V• vi(_:,�
1
N 1 I r - I .� . i •j .! .I n! I N I •I .I .i �y I w; .j .
N'WI N N 3 � F Y N 'N W W H ti LIf W W IN" I% N ININ 1 •F�'W
a N- N < N % NNN.% < N �%%N-V•M V < N < < •« .% ]rr • IN VI.N
< < < a;<' < sp �! •pFassa•< a's <':< <' < <'<" _ r «_ < :<�.1p< "a<:<g�-3.< g:_.<
w A • - :< >•O••..^I^:�.i - !!•a:F
N!•' � N WAN= ^ % Nn - -•V N ^ y_h= Wlry•r:
n O N h » _ %'� O ••• N• tl• .-•y-IN.-$$ QQ.N:�. .NrN.Q%Q.$$
�!P :8:8 - i-a w« e «i ;'d i &'$•_ - �i8f I-:�. '-'-'$,:CIE $:e el$1O13'g
- - - - - r Id. j ,•I
- "s
:Z
i
o —
h
M
O
_ - y p P 3- _ ».P.a:M•„ =�a;R,�.� n d 0 w s 3 _ _.<_r
a R a aix!aaraiaiai-a:a a.sia;a x« a a a a a.>.a a :.i e.a I i a l I a.a e:a;a?a - w^a a s —xiO*O:O.PiP •O
� � ^ a aO�a•Ol a;s eye ^ O'Or p:•n p "p e
_ � � ^i�!«..,:«:_.., � � ^ �;e = a n e a � � s:�;� s a a•a.- a a:a;aaia aaai� n;a;�;a.ai�;sa:a:a a;a.».a
.3
.. 'C' .!lit. +71�Jr`4t� •� e•i i`
_ c
i � ,'n M^•N M' IN.N.SIN �» �N N N,M,M M N M Y.N,'i M: M ,N• 'i I
.e roe r - < $ < ; e'i. ,^, , g'g.g � 9i< f< ,a•«:<t< c« <'<
2a l
:3 a's s a s s S a s:aa.a a a's's 3'1:aa:-'as,�:^s!sap �;a:�.», ,s:a ».»1saslas »ss
= yl a - � NI N' M.N Y:Y N;N, Y. •M.NI I
.C,
MNIMS'Y'S�:SISiSISIS:SIS w S 2.1:N N.N:M M-e.SiS,M.e e. T. SISISf MiS O O.O e,wle �M M:M:MIM,N Y M:il:e
Ni
_- E a• I i ' i I , � I i l 1 1 ' i i of I - I ! i j ! t ' I .
� - � p100 w'O w e'P P p;NIM e P e OO s s»�p e e e1pN'a. O a e.el»'sisis a »;e Owi N1«s»!»{I»;»i»I»I»isl$.M.M:e
N • • INi MIM IM•M�M�M . :.i!N - ,MI
P'
Sie .:a a e1S».SIS,S.S,S.S.S.S S:S.S:S,SIS,�_,oIS,«:«,S,».S,Si S:Si Si SIS:Sie,B.S.S S:S'S
I '
I
E �
«8.3 »wa-zo «.S «:«»S
< _
sasssss aa � Hsse.sssgssxasssss,s „!s•_; ,r; .gsssssis.ss,a;slsielsisis.sas:s
-. »a g!" N. 'a N. »»ir - - - - _ �. _ 1 ; III 1
»I jNl
s g1s,s,s I78 s.s » s s g s $ sis $ s s.sl .Isl i 1s! ' i is s a s s;s s s s e:s;s�sis:s,s.s,s;s
1
e i �. o
AIR s s �'^s,g s.s !a s.a s sts s; i��i
tY a P -' :�
P1��.aa8o O'��O'�IP 80 o OO�O a 3 a o e a � PB.�e'Pa o Fr•.P O'� 8 a-0�01GC ,a � a � P 8 < 8x'a.w,u.� a � =a
y TI C e i' C010.- e ."..a .<. :rlo':v,assseasaasa=Zia aIs $$ � P; a'a's
B.a e;n: _
a�R:R'R .
y` Z „-n r� n _ ,n. .- n ,� �, T T T T n n ^ _ T ^ r'w'n:,n.nie^V.,^•,� T T n�w'a ,^n, -._
bbb�b bbbb �' � S � � � bSbbbSbbbb � � S _ . b � b' b' ;-, 5S ^ � SSSSS b' � 6SSbSbbS S.S
a
Y.w _n n . Z
• 00:000.00'O Pp .1 b, 0 00 OO _ 0 � � �� = O.� a^• O•P.��_LRP0 � 000 = 000'0000000 V
11 i i> Z y 111124 Z'2'i i Z Z y 2:2.2 Z'y n�Z Z`Z Z'Z Z 2 1�2
Y�
a a 8 ea " . !§ a § § ae a § § e � it §I§ ' _i •I I IP —
.o p •p .I . I
IP » P' E.� _ N P r IA 10•I + .•• P P P P'O •n P .1
I
I I !
1 N .N.n a a O
S 8 �ro•etw. S•�:N:n.n.4 81- QQ _.o•j lei In!=:^,Q o e•
=••�_ « i e O . � O•P IVIP'n h P' w .Y al0 !�•i M!N•�r§ ��I��wr i aIP'"'I I'e•I:w!MJ�:M•$%8
a n w V»Ij a P P-a _._ _�aw•'I^lr e��.�`• l0 p �. ;�
I �
I '»C1 uiwl< I
:e <rs s`s s i i S`siF:'s-s 2.2 s s '<'i i s - <s s`sIS's.�s.s s's'i�SI IZ�'si s'O'ZOI SI�ISI<islS SI �Islc si Zis•s
1 1 1 ( I I I !
Y•i$v!$'9v =rv': �:a::b'eI-'e::'S'e'=':-31 '13 al 'n-:$ivlvl.! '<"13i3i91S1v 31 ialv'T vl�:m : I"ITa -•
C:>.3i3.Z "Izl IF I"-ITT :�j.I
!=p L:yILiL.L.L.L.LIUI<j L•L.U:U �I:(.L�l�6•<i< <I'•'I:<I<:�•<.V'<:<''"1!UII••I:LI L:LILILIVI<I<i<!V�<:V U li tl�<.�Iu�W u•t,S
I3! � 51iy°i
• e.tle .e:e a la e'_ c,E''� e'a. < ziE e n cue;=: ! .$I B It1 .Si='8 a lel tl2 t�alc ;$•
� F••I-•f.11=•f H.H H•"." 1=.1=f.1=�F•M ".h.M N�!-.M•r.l-.h•r: :1=.1=.1=�w•":Y.Yil i.L:i ll=l r•"hl� '""II-•I-• !�7��a:vi c
3 �•sip '� s�l:.�
�q•ql % NINIq �H NI% �% NIN'
`v .i .. .j •I ; •; .1 r .l I I M j .i .I i I w, .I .I .
�a W�WIf W.W h H M N N N W N N � N. N N NIM NI N �N NI NI-''I INI IWIN I
> N N » � N N yl N e N NON �.N:N - N'" W NI O •� i 2 Q�f.N
L
g1- 8 z'R'Si$�iG.
a
it
_ L
w
PI
a x.R'8 9.2 & q• .n•.2 9 :_ ti S 8
a'a'«o =.•Q R8:Ie='? E _ =L:'So;•Ay a_ a^^:ag e8J .-•L 8:E1
18 2
a• 8: � 1i 8:i•'a:$ _ # 9:9
9 8 8 8 8.8•a'a 8'a'_ A a 'R'a 8 8ilpl'1:3 �e a:9 s a:R:9'�:a'R:eN as 9.a a,-
a s s _ $$
F' aia:'-"i A.•^.f^ 9 _ a 'o a e�a ' 1°. a ae:•'--i 8:'w" .^..Ia :•$'8 a'o ei=
` z _ - - 8 --2 2_-- - - - -- - -- _ " ., - R'a � .. ».» = _ - �'��=°'3i ^�P�•a'R:R A:R _ 89 _
~
_
/
-- °
�
�
z
^
_
_
_
_
_
_
_
_
'
_
�
_
_
_
�- ,
sss3sss � ossd � s3ss � s � s � _ w � ''� s33ss : � sss § oss � $ � s _ 5s -.sB3s � ss''3
2Y w R P ry 'rr' •^P a .-n n• _ _ .• O d n - " n• - H
3 -
$ $ ex g - - ra. � AQe wo -o
� � $ ^ .• o o r .. _ o - r $,'.e e
a
i
u P a a• r P'•q w rr• P N w ^ r 1y^
s -
(,I �: 0. 0.G �I
'LC ae 2 Z ea eg'e ere as ^ 2ue 2 tea ": pp.e gaea Za Za "
2 2 2: Z Z i J 2 Y.i .e. Z i Z Z 2 Z Z i y'2 i .
P " e row ro Ilk - �nER .e^. S " w $ 'st - i $.� 9e T
^ e r P ^ .0. :'3'= .^r'.'.'3 - g :. ..$ =a'r^.'•e;A _'n'rar t...er wr�;."'rt�:^:^. IP..
• o:•^n:�:r-.:•n a +�P".^r a:o � � rn �:a.�i,a•nwr n��!e�g:�i$:«lien
a �� r^.'a...._.�._ w.3i�.� ^.r^
_ 1 Ie Ia n
Irvl- ppo w.w.w._.ry e.n .. r... .: r ^ �! e:w rr:w. .e._.^ Perr �ni�l^; r IIPa e-•3
PO.r^r�r�IP'w a M� � arw i.0•w•w_. _.Pw._ p.wJ .VP pQ ;a d OrI-� w PIP'-r al H;nri.:w
•O. wi0i P ar P''�.w =.S i P.•e-n P ^ n:M p:w: �•O^•i.?i�r P:T'^'='
r
ZZ,2, < ZMZ=s,i s s 0:S S'<' 's: << i�� s i!a:al<;i1Z!Zii:<i�l<i<
I I I I I I
v e via e•S •ei.. ^: le:_:: .e: ::a� ='sier r.�i I:!_i $' r _. e� 1{
_I p3 3!a'.2 2.i:jj
n:$I �.•e':� ..s;a:S {{]'•] L a1 pp3I Y3 ppp3
e L.► L.L.it�.i.Y•L:U1(.I'U �.�U• •�:�!�'G�Ui�U�t:U'6ri'G�+ U•t.6 f j,Ii61►:U'UIU!�:�AIL.U.UIUI( ..•I11��!tji�iu'�I�j`
s
as r.rrb?='- e.gia4°ia a r- ?3-r,r�'e� rTyy C r; .7. r. _r_ rT,rz;tr ,a. r f f. .
E:6 = ._.- 3;3: v.jr...5 i_. a„'. . Z is i;= v;31311141-
=iC �oi gal$.ej SI 1!S=:s S.3.Z:= = o'.i e..... i e:�i e.c.u:e._.Gf e.a. --.6i.ii�'Ei S; i$I$� l oL 61 S1
S Qi:pi6 h NIN•N'y�f�MI NiVI L:QL. Frl�:f�'y u:l�� 6.I�rN � FrNIh�F F.f'H'1�'L L:Lr�•i.i:F� �!Yr:f��!NIN'NuIhl Lri
� tl d O ' ^ „I e • , • • e r-•r -: 1 � r' .I . O •I .I rO.r
L a � ' - 11 I I •I 'w
'� hFN < Y'W _ NN 'NNW 'WrNNN' YN % H. •;�.�NN = NI WIINIM IN I ! I !
S 4'a s.a sales - •aIa Ise Iwlr 8 a N � _:gi_g a � e ,�. = �._ _..`.� o ' c.: < a .: P > >
,-
--W.
$�i C i.N'N•NrN N _ O N w N'�.� _.O ^ N.O a e N.N_'e.r_-.^.N . uP-r•�.N M.N.w'N OIN:NI%r NrN:N
8
L - = =•j O _ _ N � e $ aa wa:N. � � �Or-•OIH:�:r•Oi:OI$18�6'9:� d
p:P e 381-,
:
`6
i
oy
El
�C
V
M
y ^ •O•. 2,2 r0.. 2 1 2 _ 4'$ Pa P Q .e. �:i'O p•P.wr O.H n ¢ P S
O��'P H � P O � _H O D � $ +a P P�P H H O � 3 i P 1 m.H
d O 3 a rO.r a'a O'B:IQ:� s e O O'P Or0'r e'O•� a 'e O O O a e:e OI I re 'OIO
$$ $ a - ^'= a;"s = $ a $ $:a $ ss �:$.� _o - s ^;a � Ps;�:�:era!a:a_
ti R.a:.a. 8 X. a .-. $l d.a�m a e:g�A
-:- - - - - - rra _ - -.- - - I - - - - - - ^ - - - -.-.-
— t d
- � �. Via$�'S.• "' ma`s
— q
Aaaa2Aaaa2: 8s8a = =a2°a <aa2 :r O < r< « » aaa- 's • s °
' - 2 3 aa.«.««'«;0 .'. « «3 « .^.».«z333.42»» ?.««..a.«2
5a
< _ _ 'vz °' ». n �Sr »« a : s » «'S S.S
r
ly � r �Mr�.M' .N•M•M N Y. �.MM• r. N M' N N Y'Y M'S' Y YMMiN M
'8__ a 8 _ 8aaaa r'8a8 8 8a -' 8w18 < 8aaS8 « <M" saa _ !aa,a
_ «'« ««»» « .. .-0WO «.«»» «:«i«I»:»:»«« e�«I«.« 3 » .'.YYY.» 333-,'.:«e
- 8 8 Q 8 � _.8. .8;§,8 8 Y.8 » 8 :8 .n.:»,«IS 81NY.r ,..•w � n:�• !^o:r :«Ir =
C � .� M � Y Y � Y r. Y.NY. M I r' � • N•Y. N.Mi Y.w.w
� r O »IS»•»•Y�Ni M._.e » w N » � �.S a.M.Mi»�M�«».».«:»�M.M NI«.S".»•»M»�»'Mi M'S N:»•»1» e•M S M»t»•»»+O
I
< � � - i : BSI Nl w:�• I I I
q�' i I :. ' � I INS � Ir' • !.r: Y:N:Y�
- s aws � a Nass i- s ss,ee81 a < aaae =.a < < <:„asaa a;a'
c a p p p pp p I
S S
C N.M N • .Y M Y N. N. . i .Y. N '. Y•r
I
eases asas � aaaaa sss ' a sl�asa � assass 1Qaa a Z a aaaa. i8a l�
a w a ' w an lil � (' !I
riN.1n 1. zzir:
-
ow 1 rail I�
= < a r I
sasssas88a ass i saiaass1saaSIMI »aasas8.aA -0;§; a Ias: ! 1 1
' O:•G P O� � � O.P O N P' 1 - � � O �� ' a .-�•N.-i� N O a T� 11 I'
- . xa lxa'a 8
� a;x'; � s ��xx;x.aaaa:aaaax � a.x � a:�:a'.s n ;
alaaaaaaa's;asa:aaaasaaaas �aa:aassa'aa:a'a.a.a.aaaa:a;aaaaa:a;aaaaas:aaa
aaa
F noo _
- x� - - - - - - - - - .alo�a:a ^.$'- � -.- -._ - ea a'e.a:o o:a
a n<- s n - n n n n w n n _ ^ w
P. w .'•. 3.n.n.<.e' aa .a. `S 33 .a.'aa3 $ �a•..- ... 7.n - �. =:$' •. 3a -a.:+:�.� i _ S .e. .b. n- 2n «.
1 s
i
'- I
T
' � S « 3 a bS ^_ S b + :• bb b �. '. �' %: � '^' b � 'a_' « 5 « S a + � S.S SS b S SSSSS SS � S = ^_ S.SAS _
_ 8
:I - EE �j�j _ •p�yer• pp CCyy ,! _ i 8 ' py e
O / O � i � ^ T n � a a � P � � w � w w � •- � e w � P ^ O P i O P r '•' 0 r • ran . O � •+ •^n . a s .S
-
a
W—
RRR �= R.� i$.R.Ri �Y � ' R �.� ' ? � _ e '_' __ _ie RP P.S:a'r -ee � oeS• eeo eelFo2aSPr �'83r8
6 U U L 2 1 �.�.0 CI 1 2 2 L U L L 2 :d 62
U 2 2 L.U.L.0 U U U U U U U.0 U U U-_2 U 1 Z.2 L_ 1 2 2
seaa ; a. aas8 � ° R _ a `cad = : a . a' aal a 8ar�.ss.$
= a' .o. rrP a3 $.w' $ •- .w. ra g G « � e w wCr wee' - -: _
C Q8 QC 8 8 .pQ 1
S. R:3i P.J.9t,vl w S P w r0 rr•I.O n.0•r -•Or-I ia•e:n ,O:•E'_i 1 O.OI •.'S.w•OI O.OIP•<_
w r a: Q O •O y � O I O
- ^ a.0 e' 1 •_ < _ e. d:P a .:.- Y IO' � a w�a P ' .�r:�
_ _ 1 ryll , 1 lil '
—
e�_ � �.a _ a• s.�:_:�:�rg _ r ^ : a x:a - - _ - =�:a ��� « n _ a��_�"a�� � �;er_ - ar�:e:_:a:a•si__;�la •'
w P - n a_. .�•O'a « .w n:P _ 0:�'O:••, -�ei�i0 +.:wr «.
C P �:i�.ry:M1 r-n rrai w z a:= :2:5 R.O��'O.rri w �0« � �•N:M` O w'�:�I .p p i 1�•'.r
� n ry « W •' - n.w _ rn _ n -. _ _ «I - O. ^ �^r=rwi. pi. P i •O.n '
c.ii7.a s:i"s 2.2 s.ss i'< i. .f 6.ia•2 2Imi xii:ilit%Ii:OU.LIiI-i$.�+ <-:SI�iS?f<�Zls-iS;S;Sc
N
= q 'e.a'� 'E'eglE:E:'.:EL:•q•.E�•. E$� •E'Eata..e�E:-:3�Zia.�•�:n{e'1�• 113.�i='��E:p E EI 31 iE; � E• :•y'erye.yyy�Iz: .t f IE` 8 ZiE. Ei I$f�1.•
�y 1 = 1 6• L:616i6:6.6.i.i.V 6.�':L.ii6'z'U '6:Z -SS.U• !L•UI{j'L(L:LI V;L:L'L'L:`I`I`�6�rLI�r6.i.61Lii'61L��
_= _ '� �'a�'���`g;�'g'aia�'Srr��,t�rt,•,3ia a:�.�r a. `a' �' �?a"'i'$ la 'a ' -
<. 3:=; •:e; �j 19 ILS a�"i a'••1 I I S' iyi,pall �i at••
= e ='fri',e F.S�Bl 3(.�i.sf:g
_ ql1- .1-►r.`:.i•I-.t- r.l-.1= r 1= 1= t-.•.. I ul�.•.....� e•a:
••:S.Y �� ht-.1-'=ir H.Hi•:L' .r••1- ...Slalr:
N VI N qrq•% N• N N'H r qI N
I I I I •I I •I 10.
IW:q.Y
< < � i L'< H �#:4 ;- O L L e::6 1.3 _ � < L. L_ < �:<:L __'e:612: < is V•-.<:«r 1<'
� H •.. q'q N_ r rp:N N.H q'H N '1 N N A'�p h �q h q'N N H -; N'H i�. W '.«' • � ' r I•! ....r
L " e_ n0 O _ �.'d � a _ .e r••:{; _P O.n « «'� �.� � _r rn' 'O _ O:O'plp _• • .•n.r_. Iql�i •w•H
_ _ «< I tl R'SIR' :-r COIS( •O
R $ � a - - - -- .= R a,� •«. 3'� e - R'•ei$:gl � �I�i�•ZI. . _�e'e+ala.w�dr�:S
B
�z
s —
h
m
>Z
G'
e_
_... .. a - n:RGa -- S $ D "2 _ $ R3' . ,er• ww e:.e. � .r « a rre:.::.:.e. _
x a s a.s.a.a.'s s s.s a - a a:a 99 as as a aw a a a :a k:a x s a.:aia.s:a
z a a a a a a a S:a S _a a -e Sig a a a R as $ e 8 a'a',ner;� R'a"e.a a a a a,�'�:�:� a a;a°S a,J;aiala;j:j
$ ; - - a:.,a R a ; sia a.a $ a - - - - ,a , w _ _•e-_r- r _i_ a.g:.;PIR7R
— e
6
— �'g: X"d'w � e... .. �� §E 2 2'.�.E �.E S 'SQL• �re T� y}r -Li � «.�
9 �•t��.acN .c; _�•.� ., � gg cr.r�grg s s. •�:�;gssc-�ga.
= = 25.3:«.«S» 3.3« 33««.0..S.3.3:5:«« s«33«S«s:S3.3.3.333:3:»'3:«.«.«.3 « « « «.«.««
— = a
V n:3._ ".« S n : .e e O.^;=.-'a r 8 z - sue 3. i�'g:St�_���t_•� 9:i.^.•:= ^.a � �'o:x:ai
-^ 9 .. ^.erSne
r@ M N r N M M M N M r » N N Y
a A A r » e. »I� Nra:»:.^.
---------- - ---iglsi :g
.»x .i'.
B «:3. 3 rP:S S«'«i313:313Ie a ar=^JS S«IS!SIS o 3.3:S:o S S-Sr3:S Ie13:31$S 3$3:,e elol313r3i«alai Si alms
Ma
I ,
O « « O '� O O O O P O� r O O O O M «M O « r M 3 3 C i«« n N 3 3 3 S S N M e 2=2
C 3.0 M rr3•Mr Mrrrp 3.r.� 3rMr M.r.Mr r .Mr3r« P 3". .N r «N�rr Yr 3 r • r i INI
< r "' I IriII � IIIN
i
v
83ea 8n8 8 e el a:e�
= a
S.2.1.a$:$.$..e.xs»
8:9 a ata Q, ;�;a a;�!s a; ' 3's;-- s s a.s a g a;alx:atai� :a:ala:�!s
-. n _ edr I ♦M.Y » i reds
r M M I j r iM N r r•r rr i ; i r rNiY
s3s1aITs ill sSs s ' 11.31!1a
x x s
a � asagas e � sa � �aa aa � aa � sassss.sa sasssae ; �i1 � ; �;slgla; ;a
_ � a a E e ^ P 'O,M M M ��M'O P — d d Mr N I I I • I r P P '
,r Y • ;, 1 I I. 1, r"I N.Mr"
II I~
--a St e,$ s
-:axaa � axrx:onAo^ exxA � "o.� aas;s � a,aa � -:aaa".S..� eeePexeaxarP � 8aaeba
i gig 989Sra:3;3:a19 3e3: 33a »g:eg11:33a'3.3-3:2aaeee �:� e �_ eiaoeeeee » seO,s � «
- -
^- 'a n e -
y . . n -.- - - n n ^ - - nn. .- n n.^ _ _._ n._. nr-.n .. •n.n.n n � _ _ _n _
e s sas a i a 2 m IHg '
N s p
nJ'. ST a p .O Q
� � � n � O _ •O+ + O O 'C w O a
_ _
P pp P .= ir 2r'o:!N S:w Obw T a<a U U.V U S U :.1 6 :J U U _:.r :J U 6 S U J 0 0 0 U U U.U.. �.0 V 6 U U (:I U _
Z i Z i Z i 12.11 Z i Z Z i n i Z Z 2 2 Z Z Z Z Z Z Y i n Z i 2 Z.2 Z Z Z i Z � y Z Ze Z Z Z Z:Z:Z , Z Z 2
nn
will
'
�.
S '.'. 3, E o.o'a:r•w s - - 3 e R e... �•g:3
e _ > :a� .�e::r.:._r tee- :::_a =a'aio� : '_..d p
b _ m tl w YI.O'P tl O = O'.�pp:R'= N O w n a-PO;='� n b'r
P.O'O.d n'P". r a O N �IP •O n�0 O ^ N•tl tl n V!
as : -ow. ^:r» a: a + ' g':aa;s1 = ^sa
ig
s:2j=j=:2 21212
z`v' :.e:L:';vv:vwle`i'::Sii'"=:e•e•vw!vl''e!- - "E:e!a'i-cial'3e..e! L:�Ii 1 t<..... T
'' >:_ a3
< 6.6< I 3i<ij�.':'_'i'fi<Z.i�e�a:••U3.!36'A<•U <T�UII<za:.<
a :4444 a4 : , trt � e . tI: v:: I v 9:iat•a: 11 z:i.!<ytII<ly:!<Li1`:<i:IiPti"i'.II tU'::t:'::i•3(:IiI 3U�j::iI.Uy2a
�:—,9'T.Ct tt'LE :LI L�LI S:H'S :rSei>r:ai L:e ul ui nS:Si LI e:S:Ei b•S
h'H:i.i- u.F U.u' S:i�-h:In:f.t;..Hi H!l=:H f:F:f'f�.F:.Y Yi.:Y:a F:.:•H .". rx
N':N %':A :a N H N NEVI:N•N•N NI VIIN'N 'H'N X.I.;
Y
<.6.G C G U._ .i F <.i.G.G < O G.Y:«I<G_ .<.<<.<'< v•gl<
= : a s g:B'';�•� _ ?:9y i >=:.31.g.i;it N.
O P GN, r.O.QQjj� 4:O + e.0♦ 'O •O:O:O..Y�S.+.^��IOi^:O•_._ _ wls.+I O
_, 4 Q H
V a-S � P•OR H:Li'P�P P b•� n O'P O S. s a�P a P P'P'+'+ + +•O:^::n.a'a P a:P'�:rIEISi� Pi P•P:P.3Ie�^ Aw•P
•e
aZ
6••
H
Y
N
N .}
O .=. .O •n.b._ §§'' d r _.R O P Q •n O O P O_ a � Q'•�;.On O H:r�:r'...b:0i� O 'i� w.0 1T Z.QS'w
�' O S:P:O�� O.R•R.O:SO O R R � R�O � P.a H:S�S � P�P�H�SIA�O O�O P O R�O:O.R 8�P P PIP ��P.81S � O:O.O
3 8-a:a 9.e' "'e�a�e'e .'..S e' e' a�: e- o'o o e e o e •e..n e o m
_ ., s_ .. �_ ^ ,, w .. »s $pRQ5� �.� a_.a:a:aaa ; aa:a ss �•»�_ ea,�.s »_»!»:»_ "sig?ce �!�:N
�- - - = g r :°.. e':'� e'o tl`d'dh R'o.o:^.. .^.. .".:e'a:�'.'^..IA C Z Zj'O - .^..'e:='R�$ g18'�•gi$ P
y.Z .- - - - - - - - r - r - - -.-- - r - - - -
— � r
m a%
�a�a s a � -•��-- •4 a
q .ry.4.M• a-3+c 'sa. asne y� t: � i` al..
�01
---. �
-,-A o = = w o8R�88 8aa3 sa:8.8 a a o o•S oo o + 088�=o88$ R R;RiR:RIR:»Ie.C«
H:3.$;SISiS:3.SiSIS8:H.3
I 1
S S e -: a -.3 ' -=�.'8,SS. ^ -'Af3.
+.w _ .Y..a:o'er m.^ .... .. .eN.
a .p. .�P P =i O O O P O' 'O •I OI.wpI.1 O.�.y
ss - s ^•aa = seas » sasasa asa:ase o'S S S�•N..S S'8 as•S S S S a H a S.S 5.3:3 3.3:3:3 3.».N Y S+S .H Y S.S•3:3s.Hj3.8 8 8!$Sib S(H SISIS
2a }
— aa.anasa ais s » a as s s s a =asS,Si Is•31 � a.$$I^.aa��R'
< NI M.M.N M M M Y."y� M IY •M M Y.M. rjii" IM I
Y•Y
Y I � 111 I IY II } II
— � ! I I I I I I I •I I i
< e
_ o o'o S S o e.S S:e 3.3:»S S:S S 3 53.3 a e..e.:3.3'S S�S,S S'S ei0 S S:S e.810 S.S:S�H'818 S S 3 3 Si313 W a
t
9E . o3:S.Sseee H.0 S.33.33H3:3:33000'MI«Hoe:H'oo3!«^.33 °VHMiHeV'SHHHHHHiBiMIHiMiH(M
Q C i 1 IS'i ,
I I I
u 2 6 2.3!5.3.3 033:S.H.3.Y:S.S S:S 3 S&:H:H o e »Sao 5.3.3.3�3 oI3 0 3" °iH S H:SiS}H�BISI$HI HISISISi31313 I ^s . ; IIIIII I � li � lil
:IIII
^I r
ee ' s a'a sarias &saas sasses ^ s » s ss sa'sr I NIs:R
c = S
883a3'o8 »» SSa»2S22e 8 a iss 8 § �
a 1 8 8833 8212:3; ^8
_ x
a e ew. P - a w Y N,IP w.P o_H Y a 3 ' I
iNt I I INI YI
lag ; aaaaa;asasaaass a: aaas!sssas 8.1:933189aa,aaa91!9l9;8_81sas; 'a
has saa � �.s'aaa488a3 8 sIssls sss � a;slaa � s � sss � �4'111sj� s� !al
W e N•. w NIN
I I
•B.SvH x
8.x x w w x x.x x w e o'aa a 8 Aix x 81 x.�1a we e e H'e
> sIs saaaasaasaasaaaaaaea aeeeeeeaa o as !lag
a »•'�
az - - SM « - - as = =.szx:a
$ � sr; : �; 3ar « asssb3 :; •' :; sss533 � ^ 3sa _ = $ e: se �.� b � _.sa � 's_ � §.ss -.� s
at P ^ - + a w A � - = a � a _ _ + + � $-.r. + e C r °• N $ a � :'. �.C .P.: -^:
9 ::2 8 7 < : 83a = = a >^
P = - - -.- - -
H «
221
antle ---
_._ _-
V SU.V (.nt < L •Cit aI < t 6�.S ` i + Li < - t66 ? < ? < 6 < < _ i_6 S.� < _.> < ` < <
iz' zz� z''� �z' z'i�.i � $ i'z':z° z' i-z° z' i zz zzi � zi zz' zz z' zz' zza: z' N'� z' >
`ram
8.4;
w"n aw +. w.«: .�.N.S'S � 0.^ ^.� N N•
2.0 QQ P.N n w:�.P r.� N: Q w.n. woi w:S•��':^ O: .O a.+ O'�a'«.' w. •w.«.^.P�Qg N.tl;n.w =• Q qq : �'•
- .«. a;a�II r :tl•.�e;g.i.2f R�8'e;.�.+e r .P A:� �'= _jP g.a =:$:;a.S .N..S1�;x:9'r.aj N:r���'S°R'�'�
-
_ P:O• I
•.�� I I ' I : 1 I 11 1 Ir�r �.
•��= e•r.«• - -TS..{r e w 1 N e 24!
•e!+:w r « e P QQ �•xIg'•O{^ -'S'QQ w'�
$ -'tl e P «.« «.«.«.g••q�", r;,a: tlttl 3 - - ._
1 i
2.2 s s:aesai s.i.ii s sFs 2.2i'a-i+s�sl<- <.i5
I
• -:a:7;T2:7 -;_;_ ...era: -7: .:; .�._:2�'7•e: .T� .e•q..!....7:4;7.2:2; .7;2je•e•alaro:m.1 -w
li:e. .is:
U 6•LTT:V a:
<.V.U:�.0 L eA �:e L U'Ul�jt:V i.L:U U UI<�L<•<�<�_'V.<I��Y••L16(L:L.L.U,U
r rj J1 ma;ii v::n ire:iiv.q t.':1:'a!,21 2: iT_ L.L.15je�al srje,�la��{ �iai !W!44e�v� 51 ai i I aI i
i _ a'•1 +� ate{el at a�:e•e
Q - 'e•'g,�:'g:2:� a e ';cd liSN1 c a a'= = :S`=:.=__ `-i= c�': =;S�si'c '?ai=;frl a:' = eic a!'c'ci zi at
f yiF .'•.IM:1._ ::H:N'F.u;l-•S.�.f.: �.H:1: �;F;C.i:C.i.it: Ylf.i H.":6:u:.,.1�.: "iL u u .ei., .:NI F.1•••Hi"i"•1.1 uI w
N< N Y N M N N N N > N I Z.N N N N N N'J N:N•N:q. N.NI N N.
o- < ='C<
i4.< s w e R g e - < O <.
'e i 3
O O pNIq
O O 'f •S n Q - S O tl
P_ O P_ R•� - �1 R.°a_' _ tiI_ - g.- O•_:a;r!�,=.P�M
. 1
i �
, I
o!e.^ 8:2 e:-9: .e o.e::PR - 8:9
-s.a a a a a a $:a a'a a s:s!s;s'a:as
a a:a a s:a s s:aa s a s s s_a;gs' :a a gs gs g:a;a a Ws^ o'e:.^.: ^."g�g 2 ±�o.2:
r '.' -.M._.0... tl _ P w'= T 2.P P r - P P'n a = ^.a w O•n.0 ^IP
i
e
nos = 2 '_.a.8 „ _ azA2 2aa ^ » Pnn � P = aaaa = asn =sas = = $:S.aa•_•RS8.33
3& ».» •e. 8�S.S S.$3.&.3 3».e. .ea»:SAS X&S.3 S:S 3 a.3 S.2 _0 »' 3.e.3�3$.».»3 S .e!-S 3.».».» a S-Si3:3:2.3
_ a ,
t + P e S.e r it a •'" S N Y.eN-Oi P:•_p,-n. ,-i-a- . .. ,-„a S,'a P n ' n s re $
� • .='a-_ - �.a _.�. .-'In` ry P ^ ".:P•=.-^r.•n a
! P P•r�N �i»._P: N M rv.T�C 7 ' M ry ••. M Y N N N
_ Y M M N 3•N,^Y MM N wM Y _ - • _ •
e = Paa Z89 'A Y � 84a8 ss a 81a a aaa
o` S S•w S S S S-S:a.3 S S S +3 3 3 S•S.r N•S s s 3 3.a 3 a S..el.2-S.3 r.».w S.S.s•S.r 2i3 e.3•Sl e...sle e.S S.S 3:3
_ a a.s s a s'a.s'S:s a's:3 s a s'_;gsls s:s;a•s a�g:a� '_ S.a»Isis;_aalsi �aaa s;_a;31s:3,a�alals�ela:a
S r
azz;313 S 5.3.3
3 S:M; SISI .S.Y S-M 3 3 3,x13. I S'5:3�3. 3 .M� •S:S 3�3.3, i ISiSig'�31»:i31�'�
e P
er,=i3:3:3'S..en;3 S S S:SI S S S'.«. S S'3:S.S a SS e e S»ISIS�3.3•S Sf SISi31 iS131 eI31SlwSlsl3
_ e
^ 8 - -8 $ 8 88 8 8 a .'.'8 -S 8i8' a 8'w".•"
2 ' S r._S N.r S S•S. r r r.S.S r r S S.r S'S.S 3•N.3 ri S:r.$ S r.S:N S S.N N.s ...S.S 3» S:S e'3 S:Si3�3 S S:S ri Si3
— x _ Reis aSsisisss gals
a _ .ss'sss & »Ns.s.s.3s das's,s's : $3 ;sls.3:ssla $ 3,s.s
M 1 Y Y.P
NI Ire r.
ap;s:s 4.8 § s.s.a s.a it jlgig;&& I«'148 a
8'gig:-z
I
N gssasssaalssssaags , aassaas sgsa:sss ' aas:8§aaa :'sgi$ s;s;Sisis!sla;
e a o r 8 s'e P ^$ w n S•� i � tl. d P 31 A.AI_I^8•i�'Yf rv.M N
-
- i' j, w j'N7wlw YI Yj ri •
i
_ ... .. S rv.8:4:- N a o 3 8 8 e•e.o -.... ry .. 'e - ..e..a Yme a .� P g.$ 9 � P N ._ 9 S'. eye;e._.a:-:8 9
� �!R � 8 a8"••eoR �. R88 Ne e-a- � e:� 8 �'S.a'� � BaP �. 888 o8ao o''R8 $ 3 & ee �'� �i88:^•e &io'o
� alaaa383 �.� asalsS8Sgrg «,a a,gog ggieg'a o e as - e a ,8,8'='8 « « ae eaa.�!I::�'8183,Sa
y` L e ... _ - -.- a .. -._ _.•...rv.rv.ry rv.ry i < ^' P ry .•. r-" i'.'O.. M1.ry ry ry � _ •"...+ _.-
1
T 5• � S S 'd_ S � Si3 - SSS � SS :? SSSS & SS5SSSS3SS . SS5 „S, � S -S 8 ,^� �i S .: 35 +� � 5
w _ 71 e
-a r
3 3
ai P A y + r r P w • • • a • • r d P O ^ . . • r a a
8 .�, e a x,� a a $ .�, a^-• a � bx-.,ee-, � a } e•a - » a e.a �,e e e a a• e e e a.e o � a e �r �,a a.� » w a e � a a e o e w' ±—
- UaU ' U.1. aC. saa ::U:, � a.� :. sa� aLU.aCraU(J000UU.U•U 4000UUUai � a� �.� aC. U (. U �
t2 a a a a a • a a a a e e a o " a e a ee T e
u i T Z i Z :. Z Z Z ^Z Z Z Z 2 Z Z Z 2 2 iZ Z Z Z Z r Z Z Z'Z
d r - 2 ^ 9 -- a 1-'^J'r = te a - � .$ e a = ;R C: P e e a
p _ n f .a .n � �j P - w O�^. . ..
O
U p. 8 8'888 pp
n_ .n TRIM Y n Cr } d O'S i �'}:wa' i.= w n. . :P:: n 0-a�O•rai�n' P P S'G�.M.p n w adr
r!S J
- P d
dr.» nr0. P:� n i'P. . O _ e P •w'r ?•P•
o'a Z »'-- i:H 9 a 6;4
dl.i '- _ �•er _ _..+.:<:.:�.+.re `:..+...r.:»f o.n _
C nui:.ei..a. ^ - Pwe Pw w + QQ:8.� 44'� +-:�: a -. a +•.e.:8 m:o ggQQ .ate .^ �.,or .d
r a.i.r.n .n. w+ - �:a .P•.�. e'd a n d 5 a. .P.Bn R i �f+ �mrr.r'R +•b3 8�� r d 8 ++ r �. �^.�•r;_ _
' • 3$.» f. ee�.d. 8 rre.'.'$ a id$'O'.d."o' a'o'=ra'�. 27
w.ni - R:Str• .i rr ._
A
• r _ r Si n r r w r_ r nr r r.r r _ •n r• :- .r•r 1"! r .r r r '.•I
si`s'i i qa"` s < s:3s15�'<:'a�5i<:Sisis;s;ScisiZ'Z+s�I131Qj5�t� sisl5is+[i:S:Sj Sis:n-s
_ ?'vry v - v v .v :Z:_-__- - _�_ _i�iaia• r_ .vr rv:vi 3%vrm I T.i::T -:9: 4
yl i.•.•• p - a +' p N 3;o.ur•C�•..uri�r s-a: 33.3.Y.
1:'•' =:>Y"E"JEe`iei 3!':ii 313'3i'l ij':'Le '''i 3r'r �3!< _ _I' 3!3F 3:3!3.3i
a� <:C•i.6:<(J'4:I.i.v /i/:iU.Vr<.<.<:< <'<i<rV'<:< <:U.U.U.UrU.U;L•G:1rYr6.AIL:Y:(.I.L.L.�:C:<.V:<.<•<iirl.:1:611(J{I:U:C/•GiIC
�'� 3. a_' '� a ara: Jir,r,Xr:r,r ;his sty 6 3�a�eroi =
= 3 �:a',. _:= 'e�v _:e.c ei'ep-a.=:.!•°i°i-y:?p ci v!e!er �..0;S O�T C CL3:He _ a 3L-:_.u!%e'w,�•g
- !'�. FF.F-•V.•u.:h. N:h'L H.f-6.i:f'F M•F'rui.1�.F•F•FF:F.n.�.h.F•.u:l-'F'•'S.F•�.i�, �" —N Nu.N N: F l�.1�.L. �:�.uE is is L.r. �!_•
� W 1-•N N %'W NN. N'N %�NNNZ N 'N N.N '% N WN•W - 1-y WW.W:W
> ..=. y u > N N N .r • • .r _.� < s �N • N: N h N.> .r > V,�:y'e."Y..N»'>r»
Z:Z
—
e O 'Jrl'r N N + w N N _.< r.N w e + i - N e.aA�N Q.N Iirb _ H H,i..e'V W.N-•Y.:Y.-'�:�'I^•:e r
i '- - .• �:Pn.o i r _ a 9 .. _r•+ '8 a o•n'.er... a •w: 1�r w•81rr..'o...:'a
S.Z;.:a a a ?
I
a-
m —
a
e
- g" , r ern • � n .. : e w _ + r 9 2ar .+. ^'8:� ._ .e _, .e"^ ....r.r _ _.r
a $ s � 'xa'$ - � � � �.a.a'd � � � � ax'x'^a � a-- - eaaaas ! � a•r,_. _ —
sQ:� Jarss3 9:2'a:a.aa^eaa
d
s
_ � e _ �'' Sa:�Q Yw w- w w a a '"�4>u _ yi'�.x ,k'•s..�y�£¢• R-wi.So
:=� �'�-. - �., ,:may _ ����-���aa�s$s'�� �y�,�-y.'•`'.��i� sar�T*�
u }
Bra: L
`• n S re•. •er a n a 0 a alo o a n a a a 'e a e e a a 2 2 a'« a.< S s'a a»a a »S a a e a.2. ren.S S S
= e »S3 »»$ »«»,$ »« »3SS3S»-$.»'»•Y.S$.S S» zz »3i $ 3 i.3 S. .S '$ $».3 ».33,s »
=a Q
$ e 3. n .a A »'t 3.a— o . '.'
P —, a e, =a' d. 'a« n'$ $:$ e.. Na 'a
_ ae w � 'e 3.n - _ nN Yyey•• i^.N.�:$ n:•n:� � M « � N wG- r:.'� a - -, -
'� N M Y N Y•M N M p M �MM•Y'�M M•M Y 'M; ,�. N - .
�•C N N I
Asa Ne eaa'� n » Naar N « N « <.< s s _ sae asps
: 5.»-»»» » »»».»,$i» 3533 »»$ 3 »$.S »�.$$$»3z3.3:3g'3:3'w.» ».».»:«,3e :$.$,$$.$.».».S•»:$
�a
a 3;a a s a_a_s:a a a a 3:$a a'a;a:a:s:§:a a;a a s $$
e.3.S S S Sie.NS e•3$S»«S:S^$$.$�S:SI$.»:31$».e e e -S'e o:3:$I$.e MS$.$$e:SS�S:S o e.$i»;$13I$
J n i
f ' e e'2:3 ?..' ^ S$S 3 3.S!S:3io1S:»$$$S$
< � I
0
$3.3•$;e $3 mil$2'3$3•$•$$13•M•$.M.e e M» 3» e $N.$ a Mi$13iS1»i»
� N_O N N �. N e a P.S N n n a a P r '� h < < n'< < ,N.,'< < S ry n '� '�'S _ 8 S O" S S.N•S
e--�. »3,S 3$» «S.3«'$:» »»»S.»« »«.»'3:$i$«:«:» S»3 z e•3 3 »,3 z.r:S $3 S.: S.$Y•»:S:$1$.»;S.$.Sl$.»
a _ 8 ws s §a'S s s;a;$.8 a a s a 5! s;$.$ s 3.3 s a a s 1:a s:aZZ
a
a QIsg sasss.a! arias a aaa:a;a.sa3aa33.a3:$.s.3:$ saaaa.8.8aa•aa,s ; iti: ilia:a
ter . aa.aagaasasg.aasaa ssaa;a
y
3:88HR 339.388g 3aaR . RR8�$'&.a 8-P oeo xe'eabs'a'3 & e8 �.a.e z8awasa-waw 'a.a
i SIa3s33ea3ea.S $ as3a 33aa'3aaa.ae3.ea3 $;3_ �,:3'�, 9e8 $e Oo,9 da. eaea a 3:333:a�3
� aa = a — aoln =' Sa.`—` > > = e.o•e.e.o.oa3a ."eoA e'•N•. Y.� �-$ 3e�S •a+'g:e eo - - - �
= .a. a S = "' .a. a'.n.. 8 2 _ ^.w.N M: �'9ig @ .w.•Y
V — +
se
2 2 Z 2 e 0 C'e e a "
Z. ' y Z.�.`.
.• .. n _ _ a w:_:� S r 9
Gi
o Z'e
— e a e,e'n a e.«:2.e'2,N.n:q
C
TST.
N i
s`o <•a<�<;< r.t e.i.t.Vl ate..Uf lU,6f.U.0
e. n N Nl
'e
Z H•qr N'iY q 'H N' .�N_ 12LA ......
N
l
i
i
�z
d
C
e
a P S OF. e S S
::a H.° = - - eio:o:_ -
-
��
-
-
_ |ka.3i»i !■ laaa ,a
■ a d!!}
- - »_ _�_ ■ _ , _ „
!» a �a
_ %}\»a alas !
) aa �a
�\ �
! !k »I%�»�■al �aaa
HIM
| \$ l;w
— � - ik/i#ice m !i«#«#■
! \�7� ! f�! ! ■ i ■ a !
_ - £RIl, 2 ;$e ■ lis2 =
J
a —
U
CEL w7
D � o z m
J U. -
111���1 O Ci .
D N O z
O
C7 a¢ U i
w
TZ 111 a N p N
_ 1 a
CL
NN
IL
1
—
!� z
�! o
AVS
M
a LU k 2
1 h AW7MW p
8 RESIDCNCKS °
L:1LkA. Vl,p
.. 4�� \ .
D
Z.
z
r
Z �
y 1 I '
V l
w l = Z
N 9
L �
Z 1
I I ,
I
m I I`
z i - I`
O
?� Z i ^
m �
i
r m
N Riw P n
O .si h
10 n II ill
m '
— r
mo
N —
m YY
1111
LL
ors \ \ Jbo
\ H
�oHG! —
\ \ p,d
xnr \ \ 9 —
cavc
!gm �y
m m G P�
m f ' e
Z
N I _ y —�
� m —
• m m u � 14 I � g ..
�1/� i I w :
LQVL S W W
m I I y
• U� rs �I
62ND
m ° I /
n
Z I I AVE. i
s
Zm I h I
9 N xiw � I I
H D em�rws � I II —
o
x O 14 I
3 S
m o �I I —
m 9 tig r
~ > y"' III - - - 66TI
< � m m i
AVE.
mp
Em I I °
-
-i srw I v
SR 181 (WEST VALLEY HW .)
j
M I
I !A
R r
I6F4�
m
71 c
I �
la i f
I I '
IIggn
9
.72ND AVR:S_IRIP)'URE)
7
1
IA 1
r m
_ -' - BUM DRIDOX
30
z CD
i
O N
C
s c� {
7 '_ ..._ . I IN?L'RURR[D 7RgL .-. .
� _ " 111111IUr�l I b1r1-PI'I I-I I -I'l ll-ly-ly,{
U.P.R.R.
a
O Im
s H <ON
1lATCH LMIC AUTO AUCTION
WEYERHAEUSER ' 1
r ;
^ t
78M AVE.S. —
ti
q
R = _
Z R _
80TH AVE.S.
c }
F I
= p
9'
p 0 I
2 I
s p
rz = 81STAVE.S -�
a s m —
= H
O
> m 3 I 1
Xi ti'N
9 5
a m r�
o � —
O
m a
1 84TH AVE.S. IEAST VALLEY HWY)
30
z`
i
Y
QUALIFICATIONS
BRUCE C. ALLEN. MAI, CRE
Experience
Engaged in the real estate field since 1962; obtained MAI and SRPA designations in 1972.
Appraisal expertise covers the multitude of real estate properties and includes appraisals,
market studies, consultation, project management, and arbitration functions. Obtained a
— designation of CRE (Counselor of Real Estate) in 1992. The Counselors of Real Estate,
established in 1953, is an international group of high profile professionals including
members of prominent real estate, financial, legal, and accounting firms, as well as leaders
of government and academia who provide expert, objective advice on complex real property
situations and land-related matters.
Professional Oreanizations
Member of the Appraisal Institute (MAI); member of American Society of Real Estate
Counselors (CRE); member of the International Right-of-Way Association; King County
Board of Realtors; member of the Urban Land Institute; member of Lambda Alpha.
Offices held
Past President of Chapter 8 AIREA; past Vice-President of Chapter 8 AIREA; past
President of local chapter of SREA; Past national Governor of SREA; Director of AURA
— Chapter 8; Chairman of various committees; Ethics Chairman, Professional Practice, and
Admissions.
Education
Whitman College and University of Washington -- Majored in Real Estate.
— Numerous professional courses and seminars.
P Professional Experience and Affiliations
1982-Present: Bruce C. Allen &Associates, Inc.; Owner
Bellevue
— 1968-1982: Eastman &Allen Company; Appraiser/Partner
Seattle
— 1965-1968: Yates, Wood &MacDonald; Commercial Brokerage/Mgmt./Appraising
Seattle
1962-1965: Appraisal Associates; Office Mgr./Trainee/Appraiser
Seattle
1958-1961: Residential construction during college
Real Estate Development
— Project Manager, partner in developing a variety of projects including vacant land,
commercial, and residential condominiums. Projects include Laurel Park, a 22-unit
townhouse project in Seattle; an 8-unit townhouse project in Seattle; a 64-lot plat in
— Bellingham; a commercial office building in Seattle; and short plat acreage in Auburn.
Bruce C.Allen&Associates, Inc.
17=2FIN Complete/Swwnnry
QUALIFICATIONS
BRUCE C. ALLEN. MAI, CRE (cont.)
Representative Client List
Appraisal and consultation includes the States of Washington, Oregon, Idaho, Alaska, _
California, and Colorado. Clientele varies, covering all sectors of private, corporate, and
public areas. A sampling of clients follows: _
Corporations:
CB Commercial Kidder Mathews & Segner Rabanco
Davis Industries Koll Company Sabey Corporation
Dev. Services of America Microsoft Corporation Trammell Crow Co.
Elcon Corporation Nintendo of America Vicwood Dev. Corp.
Gull Industries O.R. Colan Associates Weyerhaeuser R.E. Co. —
Heartland Port Blakely Tree Farms Windermere Real Estate
Intracorp Quadrant Corporation
Financial Institutions:
Anchor Savings Bank Equitable R.E. Invest. Seafirst National Bank
Bancshares First Mutual Bank Security Capital —
Bank of America Frontier Bank U.S. Bancorp
Cascade Savings Bank InterWest Savings Bank U.S. Bank of Washington
Commerce Bank of WA Key Bank of Puget Sound Valley Community Bank _
Continental, Inc. Seattle Mortgage Washington Federal
Governmental A¢encies:
Federal
FAA Internal Revenue Service U.S. Department of Navy
General Services Admire. Revenue Canada U.S. Army Corps of Eng. _
State of Washington
Dept. Social Health & Welfare State of WA Dept. Of Wildlife Washington State Parks _
RTA/Sound Transit WA State Convention Center
State Attorney General's Office Washington State DOT
Airports —
Arlington Airport Moses Lake Airport Sea-Tac Intl Airport
Bellingham Airport Olympia Airport Snohomish Co. Airport
Friday Harbor Airport Renton Municipal Airport Yakima Airport
King County Airport
School Districts _
Bainbridge Island Highline Renton
Bellevue Mukilteo Seattle
Edmonds Lake Washington Shoreline _
County
Clallam King Mason Skagit Thurston _
Grays Harbor Kittitas Pierce Snohomish Whatcom
Island Kitsap San Juan
Brace C. AL[en &Associates, Inc. —
172_-67N Complete/Summon•
1 �
QUALIFICATIONS
BRUCE C. ALLEN, MAI. CRE (cont.)
City
Arlington Burien Kent North Bend Seattle
_ Auburn Des Moines Kirkland Olympia Sequim
Bainbridge Island Eatonville Lk. Forest Park Redmond Stanwood
Bellevue Edmonds Lynnwood Renton Tukwila
Bellingham Federal Way Mercer Island SeaTac Tumwater
— Bothell Issaquah
i
Ports-
Port of Bellingham Port of Grays Harbor Port of Shelton
Port of Everett Port of Olympia Port of Skagit County
Port of Everett Port of Seattle Port of South Whidbey
_ Utilities:
NE Lake WA Water & Sewer Puget Western Skyway Water & Sewer
Northshore Utility District Samm. Plateau Water & Sewer Woodinville Water Dist.
Puget Sound Energy
EnEineers
Dames & Moore Gardener Consultants Kato & Warren
Entranco Golder Associates Parsons Brinkerhoff
ESM, Inc. Inca Engineers RH2 Engineers
Litieation/Arbitration:
— Qualified as an expert witness in Federal and Superior Courts in the State of Washington.
Cases include condemnation, partial takings, air rights, and specific performance.
— Betts Patterson & Mines Hillis Clark Martin & Peterson Rodgers & Deutsch
Bogie & Gates Karr Tuttle Campbell Seattle City Attorney's Office
Buck & Gordon King County Prosecutor's Ofc. Short Cressman & Burgess
Demco Law Firms Ordal Kerruish & Kaseberg State Attorney GeneraPs Ofc.
— Erickson & Barkshire Perkins Coie Tousley Brain
Foster Pepper Shefelman Preston Gates & Ellis Williams Kaster & Gibbs
Graham & Dunn Port of Seattle
Other:
King Co. Library System Pierce County Public Works Trust For Public Land
King Co. Office of Open Space Snohomish Co. Public Works
State Certification Number- General: AL-LE-NB-C622KW
Expiration: 05/16/99
— (Revised 01113/98)
Bruce C.Allen &Associates, Inc.
17=—F7.V ComPlNdsan,ma'y
QUALIFICATIONS
DEBORAH A. FOREMAN —
Experience —
Ms. Foreman has over 20 years experience in real estate acquisitions, appraisals,
development, asset management, and brokerage for all property types. She also has broad
experience in valuation and feasibility analysis, structuring, and negotiating and closing —
large transactions.
Bruce C. Allen &Associates, Inc., Bellevue,Washington —
1990 to Present - Senior Associate; Designated Broker, Washington.
Specializing in valuation and consulting services for major real estate investments in the —
Pacific Northwest. Major projects, primarily in Washington State, include:
Port of Seattle. Appraisals, consulting and condemnation trial services for: (1) from —
1992 to 1997, Terminal 5 project, including Wyco$ former Seaboard Lumber, Puget
Sound Freight Lines and Terminals 91 and 105 properties in Seattle, and Birmingham
Steel site in Kent; (2) from 1995 to 1998, Terminal 18 expansion (over 35 industrial —
properties) in Seattle; and (3) in 1992 and 1993, South SeaTac Satellite expansion in
SeaTac.
City of SeaTac. 28th/24th Avenue S. Arterial Project; from 1996 to 1997, consulting,
special benefits study, and public hearing activities for over 300 properties affected by
$24 million road project.
City of Bellevue. NE loth Street LID #280 in downtown Bellevue; from 1993 to 1996, —
consulting, special benefits study, and public hearing activities for about 365 properties
specially benefited by $19 million road project.
City of Kent. S. 196th/200th Street Corridor project in Kent; from 1992 to 1998, LID
special benefits study for over 450 parcels, appraisals and condemnation trial work for
Kingsport Distribution Center, Weyerhaeuser Recycling Center, and other ROW
parcels between West and East Valley Highways in Kent. —
GSA. Park Place Office Building in downtown Seattle; in 1994 and 1995, appraisal and
consulting services for multiple valuation scenarios. 1996 and 1997, market rent
studies for all federal-owned buildings in downtown Seattle. —
Hickel Investment Company. University Center Shopping Center in Anchorage,
Alaska; in 1991 and 1992, mortgage broker services for owner related to expiration of
$20 million loan, including negotiations for new permanent financing and due diligence. —
Development Services of America. Valuation analyses and buy/sell recommendations
for: (1) 1991, city block in downtown Omaha, Nebraska; and (2) in 1992, for industrial
warehouses, subject to impacts of Free Trade Agreement, in Nogales, Arizona. —
Other. I-90 Business Park market study; Corporate Campus, Buildings 1 to 4
valuation, Redmond, for Microsoft Corporation; Wing Point Golf Course (initial 9 holes)
land lease arbitration, Bainbridge Island; Broadacres (Longacres) evaluation, Renton; —
City of Tacoma Parking Study, Tacoma; numerous valuations of industrial projects.
Equitable Real Estate Investment Management, Inc., Seattle,Washington
1984 to 1990 - Senior Investment Analyst; Director-Appraisal; Designated Broker, Oregon;
Associate Broker, Washington.
Bruce C.Allen &Associates, Inc.
I MTFIN
Complete/$wnmcry
— r
QUALIFICATIONS
DEBORAH A. FOREMAN (cont.)
Responsibilities in equity and debt transactions in Pacific Northwest Division (Oregon,
_ Washington, Western Canada, and Alaska) included: analysis and valuation of all
proposed and existing real estate investments; acquisitions and sales of investments;
supervision and training of production/appraisal staff, and participation in asset
management decisions for portfolio accounts. Portfolio assets in 1990 totaled
approximately$600 million in equities, $350 million in debt.
Investments. Responsible for negotiating and closing up to $40 million annually,
including coordination of property management, construction, and appraisal personnel.
Major transactions included: (1) 1989 and 1990 earnout acquisitions of Corporate
Parks 216 and 234, $13.0 and $11.5 million industrial projects in Kent; (2) Two
_ contiguous industrial redevelopment projects acquired in 1990 for $11 million total in
Beaverton, Oregon; (3) In 1988, $22 million portfolio financing of numerous properties
in four market areas in Oregon and Washington; (4) Sale of six industrial projects in
Portland, Oregon in 1987 for $15 million; (5) $222.5 million acquisition of Parkfund Two
portfolio in 1987 in three market areas in Seattle; seven industrial projects under
separate ownerships represented by one general partner; and (6) In 1986, $22 million
financing of University Center Shopping Center in Anchorage, Alaska.
AAvoraisal. Annually supervised the completion of approximately 75 portfolio
valuations and 15 narrative appraisal reports; assisted in sale recommendations and
conducted appraisal reviews of annual budgets and monthly updates with finance and
property managers.
Benarova Portfolio. 1984. $315 million acquisition of 8 million square feet in 98
buildings, industrial, retail, office, and mart portfolio in Oregon and Washington. Lead
investment analyst to Vice President, Seattle and Senior Vice President, San Francisco;
prepared investment memorandum for presentation to California PERS; coordinated
due diligence and closing with Division Vice President and joint venture partners.
Other, Portland, Oregon
1974 to 1984 - Appraiser; Broker; developer and general contractor for small residential
subdivisions and property rehabilitation projects.
Education
Appraisal Institute. Completion of all course requirements for MAI designation.
University of Oregon; 1974; B.A. Political Science.
Professional/Conununity Affiliations
Appraisal Institute. Associate. Editor, "Field Notes, News from Chapter 14 of the
AIREA," 1982-1984; Annual Conferences, Chapter 11, committee member with major
responsibility for program agenda and speakers, 1986-1993.
State Cert. -General Appraiser: F0-RE-MD-A487DS
Expiration: 03/10/99
WA State Designated Broker: 270-06 BR-UC-EC-A060D1 (Revised 01108/98)
Expiration: 03/21/98
Bruce C. Allen &Associates, Inc.
f7."_F7N
Complete/Summary
r �
QUALIFICATIONS
KIRK A. KLEINHOLZ
Experience
Involved in real estate profession since 1986. Originally licensed as a real estate agent in
1986 by the State of California _
1990 to Present: Associate Appraiser with Bruce C. Allen & Associates, Inc., in
Bellevue, WA. Responsibilities include appraisal research and
report writing, database and computer system management, —
spreadsheet analyses, and management of multi-parcel and special
projects.
1989 to 1990: Manager, Help-U-Sell Real Estate of Marin, Novato, CA.
Responsibilities included all aspects of managing a real estate
sales office with a staff of seven agents.
1987 to 1989: Franchise Auditor, Help-U-Sell, Inc., Salt Lake City, UT.
Conducted financial and operational audits of approximately 450
real estate franchise offices. Also conducted seminar and
classroom computer training covering a wide variety of software, —
including real estate specific databases and MLS computer
systems.
1986 to 1987: Real Estate Agent, Investment Brokers Real Estate, Davis, CA.
Responsibilities included listing and sales of residential real estate.
i
f Education
Solano Community College, Fairfield, CA- AS. degree in Business Administration
North Seattle Community College: Principles of Real Estate Appraisal and Standards of
Professional Appraisal Practice
Various seminars relating to residential real estate and real estate finance.
Military Service
1981-1985. U.S. Navy, Antisubmarine Warefare Acoustic Operator;
Petty Officer Second Class; Honorable Discharge
Multivarcel and Special Proiects
King Countv - Boeing Field appraisal and master planning
Port of Seattle - Terminal 18 expansion (Harbor Island)
State of Washington - WSCTC expansion project
Sea-Tac Airport - Noise Remedy class action suit —
Football Northwest - Proposed stadium sites
(Revised 03103/97) _
Bruce C.AlIen&Associates, Inc.
17?-'-'FTN campieWsumm -
FINAL ASSESSMENT ADJUSTMENTS TO
LID NO.340
FINALAD�USTMENTSALS
1/1311999
ADJUSTMENTS AS PER FINDINGS
P1 A.P.E.LLC REDUCED TO$203,805
P2 PUGET SOUND ENERGY DENIED
P3 WILLIAM BOEING REDUCED TO 0
- P4 PAUL REHN DEFERED IF QUALIFIED UNDER RCW 84.38
P3 MATHILDA DEMAYO DEFERED IF QUALIFIED UNDER RCW 84.38
P8 ARCO PRODUCTS DENIED
P7 ARCO PRODUCTS DENIED
P8 BIETRICE WIESER DEFERED IF QUALIFIED UNDER RCW 84.38
P9 RICHARD BROOKS DENIED
P10 PEGGI GATES DENIED
P71 MICHAEL SCULLY REDUCED TO$0.20 PER SQ FT
P12 UNITED WAREHOUSE DENIED
P13 UNION PACIFIC RAILROAD DENIED EXCEPT#113 BE REDUCED TO$25,677
P14 NICHOLAS NESLAND REDUCED TO$75,000
P75 CHEVRON USA INC DENIED
P18 MR.JONES REDUCED TO$0.22 PER SQ FT
P17 DAVBID S. BOLIN DENIED
P18 .TEMKIN; DENIED
P78 DENIED.
P20 DENIED
P21 DENIED
- -022 DENIED
TOTAL ASSESSMENTS PRIOR TO ADJUSTMENTS . $21iST5,884
FINAL ADJUSTED DIFFERENCE-
ASSESSMENT ASSESSMENT`
P1 $245.470 $203,805 $41,665 -$41,665 ASSMT.#221
P3 $41,490 $0 $41,490 -$41,490 ASSMT#369
P11 $28,497 $15,158 $13,339 -$13,339 ASSMT#103
P13 $75,209 $25,677 $49,532 -$49,532 ASSMT#113
P14 $93,501 $75,000 $18,501 -$18,501 ASSMT#220
P16 $45,260 $7,920 $37,340 -$37,340 ASSMT#334
- TOTAL ASSESSMENTS INCLUDING ADJUSTMENTS $21,314,017
APPENDIX C
1998 ASSESSED VALUES FOR LID NO. 349 PROPERTIES,ASSESSMENT
PREPAYMENTS AND MAP OF LID NO.349
Crbiq pap hftndonaUy Left Blank)
LID 349
# Parcel# Land Value Improvements Total Value
1 082205-9237 $ 62,000.00 $ 44,000.00 $ 106,000.00
2 082205-9235 $ 50,000.00 $ 123,000.00 $ 173,000.00
3 082205-9231 $ 67,000.00 $ 91,000.00 $ 158,000.00
4 082205-9229 $ 45,000.00 $ 82,000.00 $ 127,000.00
5 889260-0150 $ 38,000.00 $ 78,000.00 $ 116,000.00
6 889260-0140 $ 38,000.00 $ 81,000.00 $ 119,000.00
7 889260-0130 $ 38,000.00 $ 84,000.00 $ 122,000.00
8 889260-0160 $ 38,000.00 $ 67,000.00 $ 105,000.00
9 889260-0170 $ 38,000.00 $ 81,000.00 $ 119,000.00
10 889260-0120 $ 38,000.00 $ 75,000.00 $ 113,000.00
11 889260-0110 $ 38,000.00 $ 76,000.00 $ 114,000.00
12 889260-0100 $ 38,000.00 $ 68,000.00 $ 106,000.00
_ 13 889260-0090 $ 38,000.00 $ 86,000.00 $ 124,000.00
14 889260-0080 $ 38,000.00 $ 77,000.00 $ 115,000.00
15 889260-0070 $ 38,000.00 $ 102,000.00 $ 140,000.00
16 889260-0060 $ 38,000.00 $ 87,000.00 $ 125,000.00
17 889260-0050 $ 38,000.00 $ 73,000.00 $ 111,000.00
18 889260-0040 $ 38,000.00 $ 77,000.00 $ 115,000.00
19 889260-0030 $ 38,000.00 $ 96,000.00 $ 134,000.00
20 889260-0020 $ 38,000.00 $ 82,000.00 $ 120,000.00
21 889260-0010 $ 38,000.00 $ 58,600.00 $ 96,600.00
22 889250-0120 $ 38,000.00 $ 80,000.00 $ 118,000.00
TOTALS $ 908,000.00 $ 1,768,600.00 $ 2,676,600.00
7$ 3AV 911
wL _
LL j
V H
3
ZO LrL^I
In _
Q W
w i I CD
_rN)
(n =
-►
wig 'H^ et
Y I " i unn•i Q (n T
o I nun••nwu• N I V'•TO W N cc pO
N
0r
`
~ 3 I �'3's -sa SIT _A I g ?o N W
A I ¢ I a C16 W
a T
a
_ E
.t I aO f
i•nnunonumuwoouu
TIT
I w i li �n OE m
s".. i • I i I i s N
EXHIBIT B
DRAFT FINAL OFFICIAL STATEMENT
OFFICIAL STATEMENT DATED JULY 21,1999
NEW ISSUE NONRATED
/n rM opinMn a/BW Cwvr(v„der eaininghBe�law aMaarvmin8 co'npllmr.'e by tM CiN pith, WiB le ngvinwnls flk Mtemvl Re. Cah f l986,a,ameMM,rlmmurc M ami,Asd rvbvquene to the
seve dote of rM Bmdr,inrerea m tM Bmrdr 6 eacludedfrmn gran lnrome of regiaered o»„ere fwhderd I——prpana and is,rot an item o/tee prehrerrce Jot purpwa f rM abemmive um re
—' q plimbk m lrcBrldmL.Howe,er, while Mk a on IM Borrdr aW!a trot an Item of tea preference for purpana of tM a ternarive minimum tar aWimble to corpwwm ,,interest on rM B received by
c prarioru iI , into acrovnr in tM canprarion oJadj,wsd avrrem samirgaf Unwed r:es h alk,mthe m bj raa applicable ro co pOfla im Nc ip tM Bo.W received Ay terrain S.oib rfa mi
M rvbjen to tea,mM Imereat m tM Bohr reahxd by foreign 77ON"iov with UnitedTHER bEDFU may M ry SE to aJ ign branch projiv tom.Receipt of inrerea on rM Bondr may have orMrhdeml
coraequencea for cerndn tepayere.Ser tM rapriov"TAXFXEMPTfON"md"CFRTA/NOTNFIf FEDERAL 7AXCONSEQUENCFS"
$1392219661
City of Kent, Washington
Consolidated Local Improvement District No. 340 and 349 Bonds
DATED: August 1,1999 DUE:August 1,2016
The City of Kent, Washington, Consolidated Local Improvement District No. 340 and 349 Bonds ("the Bonds") will be issued in fully
— registered form, in the denomination of$5,000 each, except that Bond No. 1 shall be in the amount of$6,661. Principal of the Bonds
will be paid upon presentation and surrender of the Bonds, at maturity or earlier redemption, by the registered owners at either of the
principal corporate trust offices of the Fiscal Agencies of the State of Washington, currently The Bank of New York, New York, New
__. York and Wells Fargo Bank,National Association, Seattle, Washington(together,the"Bond Registrar"). Interest on the Bonds will be
paid on August 1,2000 and annually each August 1 thereafter until maturity or earlier redemption of the Bonds. Interest on the Bonds
will be paid by check or draft 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 immediately preceding each interest payment date.
Estimated Yield Estimated Yield
Redemption Estimated Bond Interest or Redemption Estimated Bond Interest or
August 1 Amount Numbers Rates Price August 1 Amount Numbers Rates Price
2000 $886,661 1-177 4.10% 100 2008 $890,000 1419-1596 5.50% 100
2001 885,000 178-354 4.50 100 2009 890,000 1597-1774 5.60 100
2002 885,000 355-531 4.70 100 2010 870,000 1775-1948 5.75 100
2003 885,000 532-708 4.90 100 2011 870,000 1949-2122 5.85 100
2004 00 709-885 5.00 100 2012 870,000 2123.2296 5.90 100
2005 885:885,0000 886-1062 5.15 100 2013 870,000 2297-2470 5.90 100
2006 890,000 1063A240 5.30 100 2014 870,000 2471-2644 5.90 100
2007 890,000 1241-1418 5.40 100
(Plus Accrued Interest from August 1,1999)
The amount of Bonds to be retired each year is only an estimate. Bonds may be called earlier (but subject to the redemption
-- provisions below) or later than the years shown above depending on the receipt of such payments. See "DESCRIPTION OF
THE BONDS—Early Redemption" herein. The Bonds are subject to redemption in accordance with the following schedule, in
numerical order,lowest numbers first,at par plus accrued interest to the date of redemption,commencing August 1,2000:
-- Bond Nos.(inclusive) Call Dates
1-885 On any interest payment date
886-1418 On August 1,2002,and any interest payment date thereafter
1419-2122 On August 1,2004,and any interest payment date thereafter
2123-2644 On August 1,2006,and any interest payment date thereafter
The payment of principal of and interest on the Bonds will be secured by a pledge of, and will be payable from,the Consolidated Local
Improvement District No. 340 and 349 Bond Fund, into which will be deposited all of the outstanding assessments against properties
located within the boundaries of Local Improvement Districts Nos. 340 and 349 (consolidated for the purpose of issuing bonds only as
"CLID No. 340 and 349")in the total principal amount of$13,221,661,together with the interest and penalties,if any,to be collected on
such assessments. Additionally, the Bonds will be payable from the Local Improvement Guaranty Fund of the City in the manner
-- provided by the laws of the State. The Bonds are special fund limited obligations of the City and are not obligations of the State of
Washington or any political subdivision thereof other than the City,and neither the full faith and credit nor taxing power of the
City is pledged to the payment of the Bonds. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS,"
"ASSESSMENT LIEN AND FORECLOSURE"and"BONDHOLDERS'RISKS"herein.
The Bonds are not"private activity bonds". See"TAX EXEMPTION"and "CERTAIN OTHER FEDERAL TAX CONSEQUENCES"
herein.
— The Bonds are offered by the Underwriter when,as and if issued, subject to the approving legal opinion of Foster Pepper& Shefelman
PLLC, Seattle, Washington, Bond Counsel. Certain legal matters will be passed upon for the Underwriter by its counsel, Joni H.
Ostergaard,Esq., Seattle,Washington. It is expected that the Bands in definitive form will be available on August 5, 1999.
—' THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN
INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.
DAIN RAUSCHER
— INCORPORATED
Representations
The information in this Official Statement has been obtained from the City and other sources considered to be reliable. Such
information is not guaranteed as to accuracy or completeness and is not to be considered as a representation as such by the
Underwriter. All estimates and assumptions contained herein are believed to be reliable but no representation is made that
—' such estimates or assumptions are correct or will be realized. No dealer, broker, salesman or other person has been
authorized by the City or the Underwriter to give any information or to make any representations with respect to the Bonds,
other than those contained in this Official Statement, and ifgiven or made, such other information or representation must not
_. be relied upon as having been authorized by either of the foregoing. This Official Statement does not constitute an offer to
sell or a solicitation of an offer to buy, nor shall there be any sale of the Bonds, in any state in which it is unlawful for such
person to make such offer, solicitation or sale. The information and expressions of opinion herein are subject to change
without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstance,
create any implication that there has been no change in the affairs of the City since the date hereof.
Disclosure
The City will represent to the Underwriter at the time of delivery of the Bonds, that, to the City's knowledge and belief, after
due review, this Official Statement, as of its date and as of the date of delivery of the Bonds, neither contains any untrue
statement of a material fact nor omits to state any material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading and that there has not been any material adverse change in the
operations or financial condition of the City relative to the sources of assessments and the Local Improvement Guaranty
Fund pledged as security for the Bonds nor in the general economy of the City except as described in this Official Statement.
TABLE OF CONTENTS
Page
— INTRODUCTION................................................................................................................................................................I
DESCRIPTION OF THE BONDS.......................................................................................................................................I
Principal Amount,Date, Interest Rates and Maturity................................................................................................I
Formsand Denominations.........................................................................................................................................I
EarlyRedemption......................................................................................................................................................I
Noticeof Redemption................................................................................................................................................2
-- Purchase of the Bonds by the City.............................................................................................................................2
Bond Registrar, Paying Agent and Transfer Agent....................................................................................................2
Purpose.......................................................................................................................................................................3
— ESTIMATED SOURCES AND USES OF FUNDS.............................................................................................................3
DESCRIPTION OF LIDS NOS.340 AND 349...................................................................................................................3
SECURITY AND SOURCE OF PAYMENT FOR THE BONDS.......................................................................................6
— Sources of Repayment...............................................................................................................................................6
BondFund..................................................................................................................................................................6
GuarantyFund............................................................................................................................................................6
— Tax Levy for Guaranty Fund: Limitations................................................................................................................7
LOCAL IMPROVEMENT DISTRICTS..............................................................................................................................8
Formation...................................................................................................................................................................8
Assessments...............................................................................................................................................................8
-- Segregation of Assessments.......................................................................................................................................8
Payment of Assessments When Property Is Subdivided............................................................................................9
ASSESSMENT LIEN AND FORECLOSURE....................................................................................................................9
— Assessment Payment..................................................................................................................................................9
AssessmentLien.........................................................................................................................................................9
Foreclosure Proceedings............................................................................................................................................9
— Impact of State Homestead Exemption....................................................................................................................10
CITY POLICY REGARDING DELINQUENT ASSESSMENTS ....................................................................................10
FUTURE LID FINANCING..............................................................................................................................................10
BONDHOLDERS' RISKS.................................................................................................................................................10
CITYPROFILE..................................................................................................................................................................12
— GENERAL AND ECONOMIC INFORMATION.............................................................................................................16
LEGAL INFORMATION ..................................................................................................................................................19
TAXEXEMPTION............................................................................................................................................................19
-- CERTAIN OTHER FEDERAL TAX CONSEQUENCES ................................................................................................20
CONTINUING DISCLOSURE UNDERTAKING............................................................................................................20
—. NO RATING.......................................................................................................................................................................22
UNDERWRITING .............................................................................................................................................................22
MISCELLANEOUS...........................................................................................................................................................22
— OFFICIAL STATEMENT CERTIFICATION...................................................................................................................22
APPENDIX A- FORM OF LEGAL OPINION
APPENDIX B- FINAL SPECIAL BENEFITS STUDY FOR LID NO. 340 AND FINAL ASSESSMENT ADJUSTMENTS
APPENDIX C- 1998 ASSESSED VALUES FOR LID NO. 349 PROPERTIES,ASSESSMENT PREPAYMENTS,
AND MAP OF LID NO. 349
- CITY OF KENT, WASHINGTON
220 Fourth Avenue South
Kent,Washington 98032-5895
(253) 859-3300
ELECTED OFFICIALS
Term Expires
Mayor
Jim White December 31, 2001
City Council
Leona Orr, President December 31, 1999
Tim Clark December 31, 2001
Connie Epperly December 31, 1999
— Judy Woods December 31, 1999
Sandy Amodt December 31,2001
Tom Brotherton December 31, 2001
Rico Yingling December 31, 1999
APPOINTED OFFICIALS
J. Brent McFall Director of Operations and Chief of Staff
Mayene Miller Finance Division Director
— Brenda Jacober City Clerk
Roger Lubovich City Attorney
Bond Counsel
-- Foster Pepper& Shefelman PLLC
Seattle, Washington
Underwriter
Dain Rauscher Incorporated
Seattle, Washington
- OFFICIAL STATEMENT
_ $13,221,661
CITY OF KENT, WASHINGTON
CONSOLIDATED LOCAL IMPROVEMENT DISTRICT NO. 340 AND 349 BONDS
INTRODUCTION
The City of Kent, Washington, (the"City"), a municipal corporation duly organized and existing under and by virtue of the
laws of the State of Washington (the "State"), furnishes this Official Statement in connection with the offering of
_- $13,221,661 aggregate principal amount of City of Kent, Washington, Consolidated Local Improvement District No. 340
and 349 Bonds (the "Bonds"). This Official Statement provides information concerning the City, LIDS Nos. 340 and 349,
and the Bonds.
" Issuance of the Bonds is pursuant to Chapter 35.45 of the Revised Code of Washington and to Ordinance No.
passed by the City Council on July 20, 1999(the"Bond Ordinance").
- DESCRIPTION OF THE BONDS
Principal Amount,Date,Interest Rates and Maturity
The Bonds will be issued in the total principal amount of$13,221,661 and will be dated and bear interest from August 1,
1999,until their stated maturity or earlier redemption. The Bonds will mature on August 1,2016. Interest on the Bonds will
be paid commencing August 1, 2000, and annually thereafter on each August 1 until maturity or earlier redemption at the
— respective rates for the respective Bond numbers as set forth on the cover page of this Official Statement. Interest on the
Bonds will be computed on the basis of a 360-day year of twelve 30-day months.
-- Forms and Denomination
The Bonds will be issued in fully registered form as to both principal and interest in the denomination of$5,000 each, except
for Bond No. I which will be in the denomination of$6,661.
Early Redemption
— The Bonds are subject to redemption prior to their stated maturity in accordance with the following schedule, in numerical
order, lowest numbers first, at par plus accrued interest to the date fixed for redemption whenever there is sufficient money
in the Bond Fund to pay the Bonds so called and all earlier numbered Bonds over the above the amount required for payment
_- of interest due on that interest payment date on all unpaid Bonds:
Bond Nos.(inclusive) Call Dates
_- 1-885 On any interest payment date
886-1418 On August 1,2002,and any interest payment date thereafter
1419-2122 On August 1,2004,and any interest payment date thereafter
2123-2644 On August 1,2006,and any interest payment date thereafter
The table entitled "Estimated Redemption Schedule" on the cover page of this Official Statement sets forth the City's
estimate of when each Bond will be redeemed and is based on anticipated payments of assessments by property
— owners in LIDs Nos.340 and 349. The principal amount of Bonds to be redeemed on each August 1 as shown in such
table is only an estimate. This estimate is based on the City's assumption that the property owners within LIDS Nos.
340 and 349 will make the scheduled annual payments due under the respective assessment rolls. These scheduled
annual payments include a 15 year level principal assessment roll for LID No. 340 and a ten year level principal
1
— assessment roll for LID No. 349. In addition, the fact that the interest rate used to calculate assessment installments
exceeds the interest rate on the Bonds by approximately .50 percent (.50%) will provide some additional funds for
redemption of the Bonds. Various factors not within the control of the City can affect the extent to which assessments
-- are paid as scheduled, including the general state of the economy, the rate at which properties subject to the
assessments are improved or sold, and the extent to which the assessments may be prepaid due to the sale of assessed
properties financed through a bank loan or by financing that requires prepayment of any outstanding assessments.
There can be no assurance that Bonds will be redeemed in the amounts and at the times shown in the "Estimated
Redemption Schedule" table on the cover page of this Official Statement. Bonds may be redeemed earlier (but
subject to the redemption provisions above) or later than shown in that "Estimated Redemption Schedule" table
— depending on the timing of receipt by the City of assessment payments, including both scheduled payments and
prepayments made at the property owners' option. The City has no obligation to redeem Bonds in accordance with
the "Estimated Redemption Schedule" table. The City's only obligation is to redeem Bonds to the fullest extent
_. possible (but subject to the redemption provisions above) from assessment payments it receives with respect to the
properties within LIDS Nos.340 and 349.
Notice of Redemption
Notice of any such early redemption of the Bonds will be given not less than 15 nor more than 45 days prior to the date fixed
for redemption, by first-class mail, postage prepaid, to the registered owners of each Bond to be redeemed at the address
— appearing on the Bond Register at the time the Bond Registrar prepares the notice. The requirements of notification will be
deemed to be complied with when notice is mailed as provided by the Bond Ordinance, whether or not it is actually received
by the Owner of any Bond. In addition, such redemption notice shall be mailed within the same period, postage prepaid, to
_. such other persons and with such additional information as the City Finance Division Manager shall deem appropriate, but
such mailings shall not be a condition precedent to the redemption of such Bonds.
Interest on Bonds called for redemption shall cease to accrue interest on the date fixed for redemption unless the Bond or
—' Bonds called are not redeemed when presented pursuant to the call.
If any Bond is not paid upon proper presentment at its maturity or call date,the City shall be obligated to pay interest on that
_- Bond at the same rate for such Bond from and after its maturity or call date until such Bond, both principal and interest, is
paid in full or until sufficient money for its payment in full is on deposit in the Bond Fund and the Bond has been called for
payment.
Purchase of the Bonds by the City
The City 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 so purchased,or redeemed, shall be canceled.
Bond Registrar,Paying Agent and Transfer Agent
Both principal of and interest on the Bonds are payable in lawful money of the United States of America. Principal of the
-- Bonds will be paid by the Fiscal Agencies of the State of Washington (the "Bond Registrar," the "Paying Agent" and the
"Transfer Agent") upon presentation and surrender of the Bonds, at maturity or earlier redemption, at either of the principal
corporate trust offices of the Bond Registrar in Seattle, Washington or New York,New York. Interest on the Bonds will be
_- paid by check or draft mailed by the Bond Registrar on each interest payment date to the persons who are named as the
registered owners of the Bonds on the registration books for the Bonds (the "Bond Register") maintained by the Bond
Registrar, at the addresses for such owners appearing on the Bond Register on the 15th day of the month preceding such
interest payment date. Currently, the Fiscal Agencies of the State are The Bank of New York, New York, New York and
Wells Fargo Bank,National Association,Seattle, Washington.
2
Purpose
CLID No. 340 and 349 was created by the Bond Ordinance for the purpose of issuing the Bonds only, as provided by RCW
-- 35.45.160, and includes LIDS Nos. 340 and 349. The funds from the sale of the Bonds will be used(1)to provide a portion
of cost of the road improvement projects carried out by LID No. 340, (2)to repay interim financing for a portion of the cost
of the street sanitary sewer projects carried out by LID No. 349, (3)to pay the costs of issuance and sale of the Bonds, and
(4)to capitalize a deposit to the Local Improvement Guaranty Fund of the City.
ESTIMATED SOURCES AND USES OF FUNDS(Exclusive of Accrued Interest)
Source of Funds:
Principal Amount of Bonds $13,221,661
TIB Grant 11,533,700
— City and Other Sources 10,324,397
LIDS Nos.340 and 349 Assessment Prepayments 8,315,194
Total Sources $43,394,952
Use of Funds:
Deposit to LIDS Nos.340 and 349 Improvement Funds $41,886,128
Deposit to Guaranty Fund 1,322,166
—' Costs of Issuance and Underwriters Discount 186,658
Total Uses $43,394,952
— DESCRIPTION OF LIDS NOS. 340 and 349
Below is a brief description of LID No. 340 and LID No.349 with related land value and assessment information for each.
LID No.340
LID No. 340 was formed to make certain traffic and other improvements in an area within the City generally bound by S.
— 180' Street on the north, SR-167(Valley Freeway) on the east, S. 228' Street on the south, and Kent city limits at the Green
River on the west. Construction on the improvements in LID No. 340 began in October 1998 and is expected to be
concluded in October2000.
The tax parcels within the LID boundary are improved with a variety of uses, primarily warehouse/office improvements, but
also including office, retail, and other commercial buildings. Approximately 50% of the parcels are analyzed as vacant or
under-improved. About 25% of the tax parcels contain building improvements which were permitted for construction
subject to Environmental Mitigation Agreements (EMAs) with the City of Kent. These agreements provide for the property
owners' participation in the subject LID.
— LID No. 340 Background: Planning has been under discussion for traffic and other improvements for the S. 19611/20&
Street Corridor Project LID since the 1980s. The increase in population and employment in Kent, Renton, Tukwila and
south King County, combined with limited number of east/west arterials in the area and the lack of grade-separated crossings
_- of the mainline railroads through the area, led to various studies and plans, including Growth Management Act (GMA)
related plans.
The project has been included each year since 1986 in the City of Kent's Six-Year Transportation Improvement Program,
— and in city, county, and regional plans developed for requirements of the GMA. Since 1986, the City has routinely required
developers within the LID area, as part of their SEPA review and traffic mitigation conditions, to execute EMAs agreeing to
participate in the cost of the project. Over 100 projects within the LID area have been developed since 1986 under these
—. conditions.
3
— Project Improvements: Project improvements will consist of the following primary elements:
• The intersection of Orillia Road/S. 200' Street will be signalized, and two south-to eastbound left-turn lanes
— will be added to Orillia Road. Between Orillia Road and the Green River, S. 200`" Street will be widened
from two to four travel lanes with a center left-turn lane where needed. The north leg of Frager Road at S.
200" Street will be realigned to a"T' intersection roughly 700 feet west of its current location. The south leg
_- of Frager Road will be eliminated and the road will terminate just south of S. 200' Street in a cul-de-sac.
Bicycle lanes five feet wide and sidewalks 5.5 feet wide will be constructed on both sides of S.200'Street.
• A new bridge will span the Green River, accommodating the four lanes of S. 220' Street and the bike lanes
-- and sidewalks.
• East of the Green River, Russell Road and S. 196' will follow their existing alignment to Mill Creek just
beyond the 72"" Avenue S. right-of-way, but will be widened to five lanes, including a center turn-lane, for
-- the entire length. Sidewalks will be included in the design, as well as bicycle lanes connecting to the
Interurban Trail.
• From S. 19' Street,just west of Mill Creek, 72"'Avenue S. will be extended along the existing right-of-way
to its current terminus at approximately S. 194'Street.
• A new bridge, approximately 1,425 feet long will span Mill Creek, the Western Processing site, two sets of
_- mainline railroad tracks, and the Weyerhaeuser and South Seattle Auto Auction sites. The bridge will include
four lanes with sidewalks but no bicycle lanes will be provided.
• From the east end of the bridge to 84" Avenue S., the road will be located along the existing S. 1W Street
-- right-of-way and through the Kingsport Industrial Park. The road will consist of four travel lanes with a
center turn lane and sidewalks on both sides. No bicycle lanes will be provided along this segment.
In addition to the assessments from LID No. 340, funding will be provided by the City and the Washington Transportation
Improvement Board(TIB). A breakdown of the LID No.340 project funding is presented below:
„ Summart pE.,'F ID j+ta 34d Pl€uJ Y."
' ndm
&
Funding Source Amount % of Total
TIB Grant $11,533,700 26.80%
— LID No. 340 Assessments 21,314,017 49.52%
Interest Revenue 435,000 1.01%
City Participation 9,759,683 22.67%
-- Totals $43,042,400 100.00%
LID No.349
LID No. 349 was formed by the City upon a petition for the installation of sanitary sewers on S.E. 223' Street northwest of
the curves on Benson Highway(SR 516). Construction of the improvements within LID No. 349 were completed in October
1998 and accepted by City Council in December 1998. The construction included 8"sewer at the following locations:
ON FROM TO
S.E.223r1 Street Approx 200 feet west 114"Avenue S.E.
— of 113"Avenue S.E.
114'Avenue S.E. S.E.223r1 Street 223`d Place S.E.
223rd Place S.E. 113'Avenue S.E. West to end
113'Avenue S.E. S.E.2231d Street South to end
4
LID No. 349 Background: Initially, properties in addition to the area covered by the petition were contacted and asked to
complete a questionnaire expressing interest or disinterest in the project. The LID boundary was based on the responses with
properties on 114'and 115'Place S.E.being deleted due to lack of support.
Resolution No. 1501,the resolution of intent to form LID No. 349,was approved by City Council on November 9, 1997,and
set the hearing date for January 6, 1998. Zero protests were received;therefore,the City Council passed Ordinance No. 3388
on January 20, 1998,forming LID No. 349 and ordering the construction of the sewer system.
Project Improvements: The project constructed an 8" sanitary sewer system with one 6" side sewer stub to the right-of-
way line for each of the 22 properties included in the LID boundary and two properties outside of the LID boundary.
In addition to the assessments from LID No.349,below is a summary of the LID No. 349 project funding.
Funding Source Amount %of Total
LID No.349 Assessments $222,838 63.20%
Soos Creek Water and Sewer District 15,725 4.50%
City(Future Charge in Lieu of Assessment) 70,903 20.10%
City(Sewer Division) 43,086 12.20%
-- Totals $352,552 100.00%
CITY OF KENT
- CLID NO. 340 and 349
ASSESSMENTS IN RELATIONSHIP TO PROPERTY ASSESSED
LID No.340 LID No.349 CLID No.340 and 349
Total Assessments $ 21,314,017 $222,838 $21,736,855
_ Assessment Prepayments (8,273,549) (41,645) (8,315,194)
Balance of Assessments Outstanding $ 13,040,468 $181,193 $13,221,661
_. Appraised Value of Total of LID No.340 Property,After $1,198,345,500 N/A $1,198,345,500
LID Improvements(0
Assessed Value Total of LID No.349 Property(z) N/A $2,676,600 $2,676,600
Appraised Value of LID No. 340 Property with Balance $815,223,800 N/A $815,223,800
of Assessments,After LID Improvements t'1
-- Assessed Value of LID No.349 with Balance of Assessments N/A $2,279,600 $2,279,600
Number of parcels Appraised or Assessed with Balance of 265 19 284
—. Assessments
Number of Property Owners with a Balance of Assessments 189 20 209
Ratio of Appraised or Assessed Value to Balance of 62.5 to 1 12.6 to 1 61.8 to 1
Assessments Outstanding
t'1 See Appendix B- Final Special Benefits Study for LID No. 340. Before LID No. 340 improvements, appraised value of
all LID No. 340 property is$1,173,412,900.
ta) See Appendix C— 1998 Assessed Values for LID No. 349 Properties
Source: City of Kent
5
Special Benefits Study
A final Special Benefits Study for LID No. 340 was prepared on October 30, 1998 and is included in Appendix B. Also
-- included in Appendix B is a list of assessment prepayments in LID No.340 that were received during the 30-day prepayment
period.
-- SECURITY AND SOURCE OF PAYMENT FOR THE BONDS
Sources of Repayment
The Bonds are special fund limited obligations of the City. The payment of principal of and interest on the Bonds will be
secured by a pledge of, and will be payable from, the Bond Fund (defined below), into which will be deposited all of the
outstanding assessments against properties included within LIDS Nos. 340 and 349 and specially benefited thereby, together
— with interest and penalties,if any,to be collected on such assessments.
The Bonds are secured by special assessments levied against benefited properties for the improvements made within LIDS
Nos. 340 and 349 and enjoy a lien on the improved and unimproved property within those LIDS superior to mortgage and
other encumbrances, and junior only to any lien for general property taxes. These assessments will be on parity with any
future assessments levied on property within LIDS Nos. 340 and 349. There are no prior LID assessments outstanding
against any of the properties located within LIDS Nos. 340 and 349.
In addition to the pledge of assessments, the Bonds will be secured by the Local Improvement Guaranty Fund of the City
(the"Guaranty Fund"). See discussion below in"Guaranty Fund".
Funds for payment of the Bonds will be derived from:
(1) principal of and interest and penalties, if any,on the special assessments levied in LIDS Nos.340 and 349;and
(2) if necessary,the Guaranty Fund.
_. In addition, if the pending appeal of one LID No. 340 assessment in the principal amount of$75,000 is not successfully
defended, the City has, in the Bond Ordinance, bound itself to make a deposit to the Bond Fund from other available City
funds in the total principal amount by which that assessment is reduced by court judgment or settlement,within 30 days after
such reduction,together with interest for one year on such amount at the Bond rate. Registered owners' remedies against the
—' City are confined to mandating City officials to perform their statutory duties in enforcing such special assessments and
applying the proceeds thereof and, if necessary and available, money from the Local Improvement Guaranty Fund to the
payment of the principal of and interest on the Bonds.
The Bonds are not general obligations of the State,the City or any other municipal corporation, and neither the full faith and
credit nor the taxing power of the City are pledged to the payment of the Bonds.
Bond Fund
The City has created its "Consolidated Local Improvement Fund, District No. 340 and 349" (the "Bond Fund") into which
—' the City will deposit when received all payments of the principal of and interest and penalties, if any, on special assessments
levied on real property within LIDs Nos. 340 and 349. So long as any Bonds are outstanding, money deposited into the
Bond Fund shall be used for the sole purpose of paying the principal of and interest on the Bonds.
Guaranty Fund
Under Washington law,cities are required to establish a local improvement guaranty fund for the purpose of guaranteeing,to
— the extent of the fund, the payment of principal of and interest on their local improvement district bonds and warrants. The
Guaranty Fund has been established by City ordinance. In addition to the pledge of assessments, the Bonds will be
guaranteed,to the extent of money available,by the Guaranty Fund.
6
i if there is insufficient money in the various local improvement district funds to meet a payment on local improvement district
obligations, warrants may be drawn against the Guaranty Fund to meet any liability accruing against it. The warrants so
issued bear interest at a rate established under the direction of the city council and shall at no time exceed five percent of the
— total outstanding obligations(including the Bonds)guaranteed by the Guaranty Fund. As between several outstanding issues
of obligations,no preference shall exist: They are to be purchased in the order of their presentation.
_- The warrants so drawn against the Guaranty Fund are to be redeemed from the collection of delinquent assessments or from
the proceeds of the city's levy for the Guaranty Fund in the following year. For the purpose of maintaining the Guaranty
Fund, the City is required to provide for the annual levy of a sum sufficient, together with other sources of the Guaranty
Fund, to pay warrants issued against the Guaranty Fund during the preceding fiscal year, if any, and to establish a balance
therein. The levy in any one year, however, may not exceed the greater of(a) 12 percent of the outstanding obligations
guaranteed by the Guaranty Fund, or(b)the total amount of delinquent assessments and interest thereon before the levy as of
September 1. These taxes levied for the maintenance of the Guaranty Fund will be in addition to and, if need be, in excess of
-- all statutory and charter limitations applicable to tax levies in the City.
In addition to the tax levy described in the preceding paragraph, other sources of the Guaranty Fund are (1) interest and
earnings on the Guaranty Fund, (2)the proceeds of the underlying assessments for which warrants against the Guaranty Fund
were issued,and(3)the surplus, if any,remaining in any local improvement fund guaranteed by the Guaranty Fund after the
payment of all outstanding bonds and warrants payable therefrom.
— RCW 35.54.095 allows the City to transfer money in its Guaranty Fund to its General Fund upon certification by its treasurer
that the Guaranty Fund has sufficient funds currently on hand to meet all valid outstanding obligations of the Guaranty Fund
and all other obligations of the Guaranty Fund reasonably expected to be incurred in the near future, (2) the transfer is
directed by ordinance, and (3) the net cash of the Guaranty Fund is not reduced by the transfer to an amount less than 10
percent of the net outstanding obligations guaranteed by the Guaranty Fund. The City has in the past transferred money from
the Guaranty Fund to its General Fund to the extent the remaining money in the Guaranty Fund is not less than 10 percent of
the outstanding local improvement district bonds secured by the Guaranty Fund.
As of March 31, 1999,the fund balance in the City's Guaranty Fund was$1,031,466; outstanding local improvement district
bonds,notes and warrants of the City totaled$5,377,493. At Bond closing,the City will deposit$1,322,166 to the Guaranty
-- Fund from Bond proceeds; the amount then on deposit in the Guaranty Fund will equal 12.7% of the obligations secured
thereby.
Tax Levy for Guaranty Fund: Limitations
The taxes levied for the maintenance of the Guaranty Fund shall be in addition to and, if need be in excess of all statutory
and charter limitations applicable to tax levies in any city or town, as long as the total regular property levy tax does not
— exceed$3.375/$1,000 of assessed valuation and the total regular levy plus the Fireman's Pension Fund levy does not exceed
$3.60/$1,000 of assessed valuation. In 1994, the City was annexed into the King County Library System (the "Library
System"),which is a rural county library district existing under the authority of Chapter 27.12 RCW. As a result,the City's
regular tax limit of$3.60 per$1,000 assessed valuation was reduced by the$.50 levy rate of the Library System. The City's
allowable regular tax limit is now equal to $3.10 per $1,000 assessed valuation. For 1999, the City's regular property tax
levy is$2.927/$1,000,plus an excess levy of$.3123/$1,000 of assessed valuation for voter approved debt service.
In addition, a taxing district's regular property tax may not exceed 106%of the taxing district's highest regular property tax
levy during the three preceding years,together with an additional amount representing the increased assessed value resulting
from new construction and newly-annexed property. Upon the approval of a majority of its voters, a taxing district may
— increase its regular property tax levy beyond the 106 percent limitation, but not in excess of the limitations otherwise
provided by law. Pursuant to state Referendum 47, the City may levy up to 106 percent with Council approval. The City,
however, chose to limit its levy to the implicit price deflator of 101.9%in 1998 and 100.85% in 1999.
Effective Regular Property Tax Limitation for the City. Since the Library System is currently levying its full $0.50 per
$1,000 assessed valuation,the City's effective regular property tax limitation is$3.10 per thousand, less any levy to fund the
Firemen's Pension Fund. The City has not levied any regular property taxes for the Firemen's Pension Fund since 1986, and
-- the City does not anticipate levying regular property taxes for this purpose. Should the City's current expectation change,
7
however, the City is authorized to levy as much as $0.225 per thousand for the Firemen's Pension Fund. Should the Library
System be levying its full $0.50 and the City levying the full $0.225 for the Firemen's Pension Fund, the City's maximum
regular tax levy would be$2.875 per$I,000 assessed valuation(an amount$.052 lower than the 1999 levy).
LOCAL IMPROVEMENT DISTRICTS
-- Formation
Local improvement projects are initiated either by petition of property owners or by resolution of the City Council. Projects
must conform to those local improvements described in RCW 35.43.040. LID No. 340 was initiated by resolution of the
City Council while LID No. 349 was initiated by petition of property owners.
The Council sets the boundaries of the area to receive special benefits from the improvement projects;this area is referred to
— as a local improvement district ("LID"). If the project is initiated by petition, the petition describes the boundaries. The
Council passes a resolution declaring its intention to initiate the improvement project and orders the preparation of an
engineering report. The engineering report describes the project, estimates the cost and lists the affected properties. It may
also specify the formula for apportioning the costs. The determination of feasibility and benefits are based on this report. In
addition the City may cause a special benefits study to be prepared.
Before the improvement project is approved, a public notice and hearing is required (RCW 35.43.125). Notices are mailed
to the affected property owners as well as published. The notice provides each owner with the proposed project description
and an estimate of benefits and costs.
-- After the hearing,the Council determines whether the LID should be formed. With respect to an LID initiated by resolution,
if,within thirty days after passage of the ordinance forming the district, property owners representing at least sixty percent of
the proposed assessments protest LID formation, the district becomes ineffectual. Within a period of thirty days following
_- the 30-day protest period for a district formed by resolution, a lawsuit challenging the LID formation may be filed. With
respect to an LID formed by petition, such a lawsuit must be filed within thirty days following the passage of the formation
ordinance.
—" Assessments
Upon completion of construction, the final costs are determined. Assessments are calculated and levied in connection with a
hearing on the final assessment roll and the adoption of the final roll by City Council. When a property owner receives a
notice of assessment, he or she has the option of making a cash payment in full within a 30-day statutory prepayment period
or making annual installment payments over a specified term of years. More specifically, payments may be made without
penalty or interest during a period of thirty days following the City treasurer's first publication of notice that the assessment
roll is in his or her hands for collection. If not so prepaid, the property owner is responsible for paying the assessment in
installments,with interest and penalties if applicable, at the times and in the manner prescribed by ordinance of the Council.
A property owner may prepay at any time the entire installments of the assessment remaining unpaid,with interest thereon to
the due date of the next installment. The statutory lien of the City against the properties assessed is described in
"ASSESSMENT LIEN AND FORECLOSURE—Assessment Lien"below.
_- Segregation of Assessments
Pursuant to RCW 35.44.410, a property owner within LID No. 340 or LID No. 349 may request that any assessment on a
parcel of property therein be divided among lots within that parcel. Such a segregation of assessments is subject to approval
—" by the City Council, must be made as nearly as possible on the same basis that was used to determine the original
assessment, and the total of the segregated parts of the assessment must equal the assessment before segregation. The
property owner requesting a segregation of assessments must pay the costs that the City incurs in connection with the
-- segregation. The City Council need not approve a segregation if the segregation would jeopardize the security of the lien for
any assessment so as to reduce the security for the outstanding Bonds.
8
f
Payment of Assessments When Property Is Subdivided
When parcels of property within LID No. 340 or LID No. 349 are subdivided, a portion of outstanding assessments may
— need to be paid off. RCW 58.08.030 provides that prior to recording a plat with the County Auditor, it is necessary to file a
certificate "that all delinquent assessments for which the property affected may be liable at that date and that all special
assessments assessed against said property, which, under the plat filed, become streets, alleys and other public places, have
been paid."
ASSESSMENT LIEN AND FORECLOSURE
Assessment Payment
Payment of the principal of and interest on the Bonds is dependent on the ability of the City to levy assessments in LIDS Nos.
340 and 349. The assessments in LIDS Nos. 340 and 349 are payable in equal annual installments of principal plus interest.
The interest rate established in the Bond Ordinance for the installments in LIDS Nos. 340 and 349 is 6.21%, which rate
exceeds the effective rate of the Bonds by Ih of one percent. Property owners may elect to accelerate or pay the full balance
of their assessments on any annual payment date. See "LOCAL IMPROVEMENT DISTRICTS — Assessments" above.
Property owners who fail to make their annual payment are considered delinquent and are subject to foreclosure and sale of
the liened property to recover unpaid assessments, as described in the sections below.
Assessment Lien
A statutory lien upon property assessed within a local improvement district attaches when the assessment roll is placed in the
city treasurer's hands for collection. Under Washington law, the special assessments on the improved and unimproved
property within LIDS Nos. 340 and 349 enjoy a lien thereon which is superior to any other lien or encumbrance except the
lien for general property taxes. RCW 35.50.010. If property owners fail to make assessment payments when due, the City
can pursue foreclosure and sale of the liened property for which delinquencies occur, to recover unpaid assessments. See
"Foreclosure Proceedings"below.
Foreclosure Proceedings
Chapter 35.50 RCW provides that if, on the first day of January in any year, two installments of any local improvement
assessment are delinquent,or if the final installment has been delinquent for more than one year, a city shall proceed with the
-- foreclosure of the delinquent assessment or delinquent installments thereof in the superior court of the county in which the
city is located. The foreclosure action will be commenced on or before March I of that year or on or before such other date
in such year as may be fixed by general ordinance,but not before 30 days following the giving of notice by certified mail to
the owner of the property charged with the assessments or installments which are delinquent,at the address last known to the
treasurer. If a judgment is taken against the defendant, the property will be sold at public auction. The defendant has the
right to prevent the sale by paying the amount of the judgment at any time prior to the sale. In addition, if the property is
sold, it may be redeemed by the defendant or any junior lienholder at any time up to two years after the date of the sale, by
— paying the amount for which the property was sold,plus interest and costs of the sale. Any money received by the City as a
result of foreclosure action is deposited in the Bond Fund and used to repay the Bonds or, if Bonds have been paid from the
Guaranty Fund, is deposited in the Guaranty Fund.
Assessments in LIDS Nos. 340 and 349 are levied against property, not property owners. Whether an assessment is paid
when due depends on the owner of the property. The City does not have any control over the sale of property in LIDS Nos.
340 and 349. The City does not and cannot make any representations as to the ability of the current or subsequent property
—' owners in LIDS Nos. 340 and 349 to pay their assessments. The City will pursue any remedies available under the law to
collect assessments against property within LIDS Nos. 340 and 349.
9
Impact of State Homestead Exemption
Chapter 6.13 RCW permits any head of household to protect a certain portion of the homestead(residence) from forced sale.
— In City of Algona v. Sharp, 30 Wn.App. 837, 638 P .2d 627(1982), the Washington State Court of Appeals announced that
the filing for a homestead exemption before a scheduled foreclosure sale of residential property valued at $25,000 or less
effectively exempted that property from a forced sale to enforce delinquent special assessments in a special benefit
_. assessment district. Currently, the maximum homestead exemption is $30,000. The maximum homestead exemption
increases to$40,000 after July 25, 1999.
CITY POLICY REGARDING DELINQUENT ASSESSMENTS
Pursuant to Ordinance No. 2563 of the City, a penalty of five percent plus the interest rate established by ordinance attaches
to and becomes a part of all assessments for local or special improvements or installments thereof immediately upon the
-- same becoming delinquent.
It is City policy to commence foreclosure proceedings on the delinquent LID assessments or installments thereof if two
installments of LID assessments are delinquent. Once any action is brought for the foreclosure of a delinquent LID
assessment, the delinquent balance of the assessment, with interest and penalties, becomes due and payable. A property
owner with a delinquent LID assessment must then prepay the delinquent balance of the assessment, including interest and
penalties,to avoid foreclosure.
FUTURE LID FINANCING
' Listed below is the status of projected future City LID financing:
' ,: J � Or
..
_1a, t ion 'Xi In
LID 350—Big K Sewers $ 603,852 Mid to late 2000
_ LID 329—746 and SR 516 Signal 300,000 Late 1999 or later
LID 351 —272nd Corridor 8,000,000 Late 1999/early 2000
LID 352—Third Avenue Storm 700,000 Mid 2000
BONDHOLDERS' RISKS
— Prospective purchasers should carefully consider the following risk factors, as well as other information contained in this
Official Statement,prior to purchasing the Bonds:
1. Special Obligations of the City. The Bonds are payable solely from the Bond Fund to be funded from special
assessments levied against real property located within Local Improvement Districts Nos. 340 and 349 and, in
certain circumstances, from the City's Guaranty Fund. The Bonds are not general obligations of the City of Kent.
Except for the payment of a reduction amount, if any, resulting from judgment or settlement of the pending appeal
— of one assessment in LID No. 340 and described in the fifth paragraph under "SECURITY AND SOURCE OF
PAYMENT FOR THE BONDS—Sources of Repayment" herein, no money raised from taxation by the City, other
than to the extent deposited in the Guaranty Fund (see "SECURITY AND SOURCE OF PAYMENT FOR THE
_. BONDS—Gj! Fund" and "—Tax Levy for Guaranty Fund: Limitations" herein), will be available to pay
principal of or interest on the Bonds.
2. Estimated Redemption Dates. The Bonds are sold on the basis of estimated maturity dates. Principal of and
interest due on the Bonds are payable from the Bond Fund funded by assessments levied against real property in
LIDS Nos. 340 and 349. The 30-day statutory period allowed for payment of assessments without interest or
penalty in each of LIDS Nos. 340 and 349 has expired. Property owners may now prepay their assessments in
— whole,by paying the entire principal installments of the assessment remaining unpaid,together with interest thereon
10
to the maturity date of the installment next falling due. To the extent that funds are available above and beyond the
interest currently due on the Bonds on any interest payment date,but subject to the redemption provisions described
under "DESCRIPTION OF THE BONDS—Early Redemption" herein, the City may redeem Bonds in numerical
— order, lowest numbers Test. The amount of principal which will be called on any payment date depends upon the
amount of payments,prepayments and delinquencies of assessments. Consequently, there can be no assurance that
the Bonds will be called on the estimated redemption dates; they may be called earlier (but subject to those
_. redemption provisions)or later than estimated.
3. Secondary Market. While the Underwriter intends to maintain a secondary market in the Bonds after their
issuance, there can be no assurance that such a secondary market can or will be maintained by the Underwriter or
others, and purchasers of the Bonds should accordingly be prepared to hold their Bonds to maturity or earlier
redemption.
— 4. Debt Service Payment. Payment of the principal of and interest on the Bonds is dependent on the ability of
property owners within LIDs Nos. 340 and 349 to pay special assessments on their property. Makeup of any Bond
Fund shortages caused by non-payment of assessments is dependent upon the City's ability to draw upon the funds
in the Guaranty Fund and/or to collect taxes for the Guaranty Fund in an amount sufficient to cover delinquent
assessments and in pursuing the foreclosure and sale of the property on which delinquencies occur. See
"SECURITY AND SOURCE OF PAYMENT FOR THE BONDS�ivazanty Fund"and"—Tax Levy for Guaranty
Fund: Limitations"herein.
5. Property Foreclosure. Any required foreclosure and sale of property in LIDS Nos. 340 and 349 may be subject to
considerable delay, see "ASSESSMENT LIEN AND FORECLOSURE—Foreclosure Proceedings" herein, and
—. proceeds from such foreclosure and sale may not be sufficient to cover assessments and interest owed. See
"ASSESSMENT LIEN AND FORECLOSURE—Impact of State Homestead Exemption"herein.
6. Assessment Lien Priority. Under state law, any future local improvement district assessments on the properties
within LIDS Nos. 340 and 349 would have the same priority of lien as the assessments levied in LIDS Nos. 340 and
349.
— 7. Absence of Rating. The Bonds have not been rated by a rating agency and there is no expectation that the Bonds
will be assigned a rating in the future. The absence of a rating may adversely affect the marketability of the Bonds
in the secondary market.
11
CITY PROFILE
General and Administration
The City of Kent was incorporated in 1890 and encompasses 28.7 square miles in south King County with a 1998 population
of 71,610. The City is the eighth largest in the State.
Mayor and City Council
The City has a full-time Mayor who is elected to a four-year term. The Mayor administers the policies established by the
City Council. The City Council is the legislative authority of the City and establishes and controls policy for the City.
Councihnembers are elected to staggered four-year terms by the qualified electors of the City. If a Councihnember is
appointed to fill a vacancy on the City Council,the Councilmember serves for the unexpired portion of the vacated term.
Administration of the City
The City officials who are primarily responsible for administering the Bonds are listed below.
J. Brent McFall,Director of Operations and Chief of Staff,has 20 years experience in city government. He was appointed
to his current position on January 17, 1994. Mr. McFall served the previous four years as City Manager of Federal Way,
Washington. Prior to his service in Federal Way, Mr. McFall was City Administrator of the City of Kent, Washington, City
Manager of Emporia, Kansas, City Administrator of Merriam, Kansas and Assistant to the City Manager of Lawrence,
Kansas. Mr. McFall holds a Bachelor of Arts and Master of Public Administration degrees from the University of Kansas.
Mayen Miller, Finance Division Director, has been with the City since 1971. She was acting Finance Director from
August 1992 until February 1994, when she was appointed Finance Division Director. The Finance Department includes
accounting, financial planning and budget, treasury, utility billing,purchasing, and central service. She is a past member of
Government Finance Officer's Budget and Management Standing Committee, charter and current member of Government
Finance Officer's Budget Review Committee, past president of Puget Sound Finance Officers Association and current
member of the Local Government Advisory Committee for the State Auditor's office.
Roger Lubovich, City Attorney, was appointed to his position in September 1990. In this capacity, he heads the City's Law
Department. Prior to his employment with the City, he was in private practice in Seattle. His earlier work experience
includes representation of numerous municipalities in the State of Alaska while in private practice in Anchorage, as well as
an appointment as legislative assistant to the late U.S. Senator Warren G. Magnuson in Washington, D.C. Mr. Lubovich has
a Bachelor of Arts degree in Business Administration from the University of Washington, an M.B.A. in International Finance
from Seattle University,and he is a graduate of the University of Puget Sound School of Law.
Brenda Jacober, City Clerk, has been employed in the Office of the City Clerk since 1975. She became Deputy City Clerk
in 1986. She is a Certified Municipal Clerk, having completed her training in 1989. Ms. Jacober was appointed City Clerk
in 1991.
Principal Governmental Services of the City
Police and Fire Protection. The City provides police and fire protection for its inhabitants, and employs approximately 187
people (on a full-time equivalent("FTE") basis) in its police department and 153 people (FTE) in its fire department. For
1999, approximately 31 percent of the cty's annual General Fund budget is allocated to the police department and 26 percent
of the annual General Fund budget is allocated to the fire department. Such appropriations are funded primarily from regular
property and sales tax collections.
_. Road Maintenance. The City maintains approximately 616 lane miles of streets, roads and alleys with a public works
department consisting of approximately 69 people(FTE). The City is responsible for paving and repairing roads, as well as
clearing snow, ice, and debris from roads when necessary. Approximately 5.3% and 9.0% percent of the City's 1999
General Fund budget is allocated to the City's Street Division and Public Works Department, respectively, which amounts
12
are to be funded in part by State gasoline tax receipts, sales tax receipts and regular property tax receipts, among other
sources.
— Parks. The City also maintains 1,408 acres of parks and greenbelts,the operating budget for which is funded primarily with
regular property and sales tax receipts.
_ Water, Sewer and Storm Drainage Services. The City has a water collection and distribution system, a sewer collection
system and a storm drainage system,all of which are supported entirely with revenues from their operation. Sewer treatment
is handled by King County.
— Employee Relations
As of January 1, 1999, the City has 785 full-time equivalent employees. Currently, six unions represent 70 percent of the
-- City's employees. There have been no strikes for at least 26 years, and the City considers its employee relations to be
satisfactory.
CITY OF KENT
LABOR BARGAINING UNITS
As of June 1, 1999
— Approximate
Name of Unit No.of Employees Contract Expires
Teamsters Local 117 124 December 31, 1999
International Association of Firefighters 123 December 31, 1998 '
Police Officers Association 104 December 31,2001
Police Officers Association,Management 10 December 31, 1998 '
American Federation of State, County and 151 December 31,2000
Municipal Employees(AFSCME)
IAFF,Management 2 December 31, 1999
Contracts are in negotiation
Pension Plans
The City participates in three retirement and pension plans: The City's Firemen's Pension Fund,which is a single employer-
defined benefit pension plan;the Law Enforcement Officers and Firefighters System ("LEOFF"); and the Public Employees
— Retirement System("PERS"), which are contributory multi-employer cost-sharing systems operated by the State. There are
four current City employees who are members of the City's Firemen's Pension Fund.
State Retirement System. All full-time employees and some part-time employees of the City are covered by either LEOFF
or PERS. City officials have stated that all required contributions are being made to those systems. In 1995, the major
sources of funding for LEOFF were property taxes, investment earnings and contributions. The major sources of funding for
PERS were contributions and investment earnings. Contributions by the City to LEOFF and PERS, in the aggregate, have
been as follows:
1993 1994 1995 1996 1997
- Total $1,407,061 $1,620,953 $1,757,167 $1,891,713 $1,617,833
Firemen's Pension Fund The City's Firemen's Pension Fund is a single, employer-defined pension fund established and
administered by the City in accordance with the requirements of State law. Since the effective date of LEOFF on March 1,
1970, no payroll for active employees has been covered by this pension plan. The Firemen's Pension Fund provides
retirement benefits to all firefighters who retired prior to March 1, 1970, and limited benefits to those retiring after that date
who are mainly covered by the LEOFF system. Firefighters hired after October 1, 1977, are not covered by the Firemen's
Pension Fund.
13
In 1998,the major sources of funding for the Firemen's Pension Fund were investment earnings and the State fire insurance
premium tax. The last actuarial valuation study for the plan was performed as of December 31, 1997, which study reported
— no unfunded pension benefit obligation. Firemen's Pension Fund had assets that exceeded the pension benefit obligation by
approximately$888,330 as of December 31, 1997.
Investments
The City has an investment policy adopted by the City Council. The investment policy was awarded the Municipal
Treasurer's Association"Certificate of Excellence" in January 1996 and was commended for achieving fiscal responsibility.
Pursuant to the investment policy, the City's Finance Division Director invests all temporary available cash surpluses,
including amounts in the Bond Fund, in securities issued by the United States government and its agencies, municipal
securities, certificates of deposit and the local government investment pool administered by the Washington State Treasurer
(the "LGIP"). The Finance Division Director invests the City's debt service funds, separately from other funds, in
accordance with the policies established by the City. All investments of the City are held by the City's primary bank, with
the exception of: certificates of deposit; money invested through the LGIP; United States Treasury SLGS; and mutual funds
(Fire Relief and Pension Fund)registered in the name of the City. The City's policy is to hold all investments to maturity.
Insurance
The City is a charter member of Washington Cities Insurance Authority (the"Authority") which now includes 70 cities and
13 interlocal agencies totaling 92 participants. Coverages provided by the Authority are comprehensive general liability,
including vehicle liability, false arrest and errors and omissions. Member cities share in the payment of claims under self-
insured retention in the amount of $1,000,000 per occurrence. The City has opted to self insure up to $100,000 per
—' occurrence, thus saving significant premium costs. The Authority purchases insurance covering losses in excess of
$4,000,000 to a limit of$7,000,000 per occurrence, with total coverage amounting to a $12 million annual aggregate. The
Authority recorded expenses of$1,272,766 in 1997 and$1,002,074 in 1996 for expenses that included assessments from the
Authority, insurance premiums, claims, incurred but not reported claims, and operating expenses of the City. The Authority
and its members are involved in ongoing litigation and claims processing of which the total dollar value of the risk posed is
unknown but would be unlikely to exceed total liability insurance coverages. The City had assets of approximately $1.3
— million in its Liability Self Insurance Fund as of December 31, 1998 with claims reserves of approximately $359,000. The
Authority had assets of approximately $59.5 million as of December 31, 1997, with claims reserves of approximately $28.6
million.
— Budgetary Process
Operations of the City are guided by an annual budget prepared under the direction of the City's Director of Operations
pursuant to statute. All estimates for receipts and expenditures for the ensuing year must be fully detailed in the annual
budget and must be classified according to standards prescribed by the State Auditor. In September of each year, the
Director of Operations and the heads of each City department must file detailed estimates of the probable revenues and
expenditures of the City for the ensuing fiscal year. Upon receiving the estimates, the Director of Operations prepares the
— estimates for debt service requirements of the City. By the first business day of October, the Director of Operations and the
Mayor submit a proposed preliminary budget to the Council for the ensuing fiscal year. After a series of public hearings, the
City Council must hold a final hearing on the budget by the first Monday of December. After the final hearing, the City
Council must adopt the budget in its final balanced form by December 31 of each year. By statute, the final budget must be
balanced. Once adopted,the annual budget may be revised or amended by Council action by emergency ordinance.
Accounting
The accounting and reporting policies of the City conform to generally accepted accounting principles for municipal
governments and are regulated and all books and records audited annually by the Washington State Auditor's Office,
-- Division of Municipal Corporations.
The City Finance Division Director maintains general supervision over financial transactions of all City funds including
Accounting. The accounts of the City are organized by fund and account group, each of which is considered a separate
14
accounting entity. Each fund has a separate set of self-balancing accounts that comprise its assets, liabilities, fund equity,
revenues and expenditures or expenses, as appropriate. The City's resources are allocated to, and accounted for in,
individual funds according to the purposes for which they are spent and the means by which spending activities are
— controlled. The full accrual basis of accounting is employed for all proprietary funds.
The City received the Certificate of Achievement for Excellence in Financial Reporting for its 1996 Comprehensive Annual
Financial Report.
Year 2000 Compliance
— The City is taking the Year 2000 challenge very seriously and has been working since 1997 to solve the problems that it
presents for delivery of basic municipal services. A Year 2000 Project Team is working to address the challenge on a city-
wide basis. The project is broken down into the following areas: Awareness, Compliance, Inventory, Remediation,
-- Contingency Planning,Vendors, and Due Diligence.
In the area of Awareness, beginning with the October 1998 issue, the City newsletter began informing and updating the
City's citizens, partners and resident businesses on the progress in resolving the City's Year 2000 issues. The City is also
planning utility bill inserts for 1999, along with flyers to be distributed through schools and business partners. The City has
defined and issued a Year 2000 Compliance statement. The City has conducted a city-wide inventory of all computerized
equipment and machinery that could be affected by the Year 2000 computing challenge. The inventory includes, but is not
— limited to, all hardware platforms, system level software, application software, life safety systems and embedded chips in
facilities, water,wastewater, sewer and storm systems,traffic systems, Police and Fire systems. As of July 1, 1999, the City
had researched 90 percent of these items and had found none that will impact the City's ability to deliver services.
In the area of computer hardware platforms, system software and application software, the City is replacing or remediating
the majority of its key systems All City desktop PCs have been upgraded or are already compliant. All desktop systems are
now, or by September, 1999, will be Pentium-based machines. Testing has begun on the City's minicomputer applications.
The City's Emergency Management team is coordinating contingency plans.
The City is working with a Year 2000 Coordinator and the State's Emergency Management Department on preparing both
the City staff and the public for the January 1,2000 deadline. A number of the products and services that the City's vendors
provide are date dependent. The City has contacted all of its vendors regarding the Year 2000 challenge and have inquired
about the dependability the City can place on all facets of their products and services. The City has identified approximately
45 of the 370 as providers of critical services to the City. The City is contacting these mission critical vendors directly. In
order to demonstrate due diligence, the City's legal department has developed a series of documents outlining the City's
position on the Year 2000 issue. These include response letters to vendors,citizens and language that is being included in all
new contracts and agreements involving the City.
In conclusion, the City is on track to ensure a smooth transition into the Year 2000. All testing and replacement projects are
on schedule. Emergency Management is coordinating the City's preparedness plan and is planning to conduct subsequent
tabletop exercises in September. The City still has several minor items that its vendors assured it were compliant and now
those vendors have retracted their statements. The City is working with the vendors to resolve these issues. The City's main
areas of concern are still with applications software testing and vendors who are retracting their previous compliance
statements. The City is continuing to identify all Year 2000 related problems that could affect the government of the City,
and correct them by August of 1999. The final months of 1999 will be spent on contingency planning and preparation,
applying late software patches and fixes and keeping the public informed.
15
GENERAL AND ECONOMIC INFORMATION
The City is located in southern King County, in the Green River Valley, approximately 18 miles south of Seattle and 18
—' miles northeast of Tacoma. State Highways No. 167, 181 and 516 pass through the City, and Interstate 5 passes through the
City's west side. Seattle-Tacoma International Airport is just west of the City's northern border. The economy of the City
was originally based on agriculture, logging and the processing of farm products. The City's close proximity to expanding
_- urban markets helped foster its growth. Farming remained a dominant industry in the area until the 1950s when the economy
diversified to include industrial development.
POPULATION OF THE CITY AND THE COUNTY
Year City of Kent King County
1998 71,610 1,665,800
-- 1997 70,110 1,646,200
1996 61,500 01 1,628,800
1995 44,258 1,613,600
_- 1994 41,880 1,599,500
1993 41,090 1,587,700
1992 40,300 1,564,500
1990 (z) 37,960 1,507,319
1'1 On January 1, 1996,the City's population increased by approximately 14,549 residents due to a large annexation.
a Source: U.S. Census Bureau
-- Source:State of Washington Office of Financial Management
Major Employers
—' The Boeing Company("Boeing"),which currently has approximately 94,600 employees in the State, employs approximately
8,100 people at its Kent Defense and Space Center complex. The Defense and Space Center, which has been located in the
City since 1964, is primarily an engineering and technical center for research and development and computer services, with
_. some production of aerospace equipment conducted in the plant. Some of the other major employers in the City are listed in
the following table.
MAJOR EMPLOYERS IN THE CITY OF KENT
-- BASED ON 1999 BUSINESS LICENSES
Approximate
Employer Nature of Business No.of Employees
Boeing Defense and Space Group Aerospace research and products, 8,106
(Kent Space Center) computer service,aerospace equipment
_ Kent School District Public education 3,474
HEXCEL Corp. Aerospace components 1,118
City of Kent i') City government 785
Food Services of America Wholesale food and produce 712
-- King County Regional Justice Center Court and corrections facility 617
Sysco Corp.(CFS Warehouse) Wholesale food distribution 600
Fred Meyer Retailer of household and food products 589
_. Mikron Industries, Inc. Plastic molding manufacturer 479
Continental Mills Frozen food manufacturer 436
REI Inc. Recreational clothing and equipment 431
Lunstead,Inc. Office furniture manufacturer 337
— Exotic Metals Forming Co. Aircraft parts manufacturer 323
Oberto Sausage, Inc. Specialty meats 320
Flow International Corp. Scientific research and waterjet 300
January 1, 1999 approximate full-time equivalents.
16
The following table provides information regarding average annual non-agricultural employment by industry in the Seattle-
Bellevue-Everett PMSA for 1993 through 1997.
AVERAGE CIVILIAN NONAGRICULTURAL WAGE AND SALARY EMPLOYMENT
SEATTLE-BELLEVUE-EVERETT PMSA
1997 1996(2) 1995(') 1994(2) 1993(2)
TOTAL EMPLOYMENT") 1,314.9 1,246.0 1,180.3 1,158.3 1,144.2
MANUFACTURING 225.4 199.0 186.9 195.7 204.5
Durable Goods 176.6 154.0 142.5 151.7 162.3
-- Nondurable Goods 48.8 45.0 44.4 44.0 42.1
MINING AND QUARRYING 0.8 0.8 0.7 0.7 0.6
CONSTRUCTION 69.9 65.6 58.6 57.8 59.1
TRANSP.,COMM.,&UTILITIES 76.1 75.6 72.6 70.1 69.3
WHOLESALE/RETAIL TRADE 310.1 299.1 288.0 277.8 270.3
FINANCE,INSURANCE, &REAL ESTATE 78.1 75.8 73.4 75.7 74.9
SERVICES AND MISCELLANEOUS 375.8 356.0 327.8 311.8 300.1
GOVERNMENT 178.7 174.1 172.3 168.7 165.5
Numbers may not add to totals due to rounding.
cs) Includes Island County. Area composition of annual average total is approximately: King 83%; Snohomish 16%;and Island 1%
(3) Excludes proprietors, self-employed,members of the armed services,workers in private households and agricultural workers
Source: Washington State Department of Employment Security
EMPLOYMENT STATISTICS
SEATTLE-BELLEVUE-EVERETT PMSA
199810 1997to 19960) 19950) 1994
Civilian Labor Force 1,421,700 1,345,700 1,271,200 1,235,700 1,216,100
Employment 1,379,000 1,301,000 1,207,900 1,170,100 1,154,800
- Unemployment 42,700 44,700 63,300 65,600 61,300
Unemployment Rate(percent) 3.0% 3.3% 5.0% 5.3% 5.0%
Unemployment Rate for Washington State 5.0% 4.6% 6.5% 6.4% 6.4%
Includes Island County
Source: Washington State Department of Employment Security
17
Local Development
The City of Kent's downtown area is the site of the new King County Regional Justice Center. The center is located on a 19-
-" acre site and includes a 896-bed jail,22 courtrooms,office space and meeting rooms. The facilities opened in 1997 and cost
approximately$152 million,which was fmanced by a King County voter-approved tax levy.
— CITY OF KENT
BUILDING PERMITS
_. New Construction Value of New Construction
Single Multi- Total Value of
Family Family Single Family All Permits
Residences Units Commercial Industrial Residences Issued("
1998 167 25 $84,613,210 0 $43,440,223 $144,324,996
1997 144 45 49,300,211 0 44,720,235 117,473,255
_- 1996 128 60 62,926,466 0 37,888,521 130,510,340
1995 176 58 46,196.052 $6,267,613 15,248,813 216,842,336 (2)
1994 90 19 29,650,204 11,276,248 11,423,936 61,741,401
- 0) Includes commercial, industrial, residential (single family and multi-family units), as well as minor amounts for
governmental, demolition and alterations. Multi-family housing accounted for approximately 12.1 percent of the total
value of all permits in 1994.
-- 2 Includes permit for King County Regional Justice Center valued at$93,800,000
Source: City of Kent, Washington
TAXABLE RETAIL SALES
(As of February 24, 1999)
_- Year City of Kent King County
1997 $2,040,642,091 $29,154,616,987
1996 1,783,558,549 26,402,587,357
-- 1995 1,507,693,474 25,065,319,515
1994 1,395,594,587 23,786,571,355
1993 1,295,773,589 22,616,269,219
Source: Washington State Department of Revenue
18
LEGAL INFORMATION
—' Litigation
There is no litigation questioning the validity of the Bonds or the power and authority of the City to issue the Bonds.
An appeal of one LID No. 340 assessment in the principal amount of S75,000 was filed with the City Clerk within the period
allowed by statute; that assessment appeal also was filed in King County Superior Court. While the City anticipates that the
appeal can be successfully defended, it has in the Bond Ordinance bound itself to make a deposit to the Bond Fund from
other available City funds in the total principal amount by which that assessment is reduced by court judgment or settlement,
within 30 days after such reduction,together with interest for one year on such amount at the Bond rate.
— No appeals from the assessments in LID No. 349 have been filed with the City Clerk within the period allowed by statute.
Approval of Counsel
Legal matters incident to the authorization, issuance and sale of Bonds by the City are subject to the approving legal opinion
of Foster Pepper& Shefelman, PLLC, Seattle, Washington, Bond Counsel. A copy of the opinion of Bond Counsel will be
printed on the Bonds. A form of the opinion is attached as Appendix A. Bond Counsel has reviewed this document only to
—" confirm that the portions of it describing the Bonds,the Bond Ordinance and the authority for issuance of the Bonds, and the
portions of it describing certain federal income tax consequences of ownership of the Bonds, present a fair and accurate
summary of the subjects contained therein and in each case the statements of law and legal conclusions relating thereto are
-- correct.
Conflicts of Interest
Some or all of the fees of the Underwriter and Bond Counsel are contingent upon the issuance and sale of the Bonds.
Furthermore,Bond Counsel from time to time serves as counsel to the Underwriter with respect to transactions other than the
issuance of the Bonds. None of the council members or other officers of the City have interests in the issuance of the Bonds
— that are prohibited by applicable law.
TAX EXEMPTION
Exclusion from Gross Income. In the opinion of Bond Counsel, under existing federal law and assuming compliance by
the City with applicable requirements of the Internal Revenue Code of 1986, as amended(the "Code"), that must be satisfied
subsequent to the issue date of the Bonds, interest on the Bonds is excluded from gross income of registered owners for
federal income tax purposes under existing federal law and is not an item of tax preference for purposes of the alternative
minimum tax applicable to individuals. See "TAX EXEMPTION — Corporate Alternative Minimum Tax," "— Tax on
Certain Passive Investment Income of S Corporations"and"—Foreign Branch Profits Tax"below.
Continuing Requirements. The City is required to comply with certain requirements of the Code after the date of issuance
of the Bonds in order to maintain the exclusion of the interest on the Bonds from gross income for federal income tax
_- purposes, including without limitation, requirements concerning the qualified use of Bond proceeds and the facilities
fmanced or refinanced with Bond proceeds, limitations on investing gross proceeds of the Bonds in higher yielding
investments in certain circumstances, and the requirement to comply with the arbitrage rebate requirements to the extent
applicable to the Bonds. The City has covenanted in the Bond Ordinance to comply with those requirements, but if the City
-- fails to comply with those requirements, interest on the Bonds could become taxable retroactive to the date of issuance of the
Bonds. Bond Counsel has not undertaken and does not undertake to monitor the City's compliance with such requirements.
— Corporate Alternative Minimum Tax. While interest on the Bonds also is not an item of tax preference for purposes of the
alternative minimum tax applicable to corporations,under Section 55 of the Code, tax-exempt interest, including interest on
the Bonds, received by corporations is taken into account in the computation of adjusted current earnings for purposes of the
_ alternative minimum tax applicable to corporations(as defined for federal income tax purposes). Under the Code, alternative
minimum taxable income of a corporation will be increased by 75% of the excess of the corporation's adjusted current
19
earnings (including any tax-exempt interest) over the corporation's alternative minimum taxable income determined without
regard to such increase. A corporation's alternative minimum taxable income,so computed,that is in excess of an exemption
of $40,000, which exemption will be reduced (but not below zero) by 25% of the amount by which the corporation's
— alternative minimum taxable income exceeds$150,000,is then subject to a 20%minimum tax.
For taxable years beginning after December 31, 1997, the corporate alternative minimum tax is repealed for a small business
-- corporation that had average gross receipts of less than $5 million for the 3-year period beginning after December 31, 1994,
and such a small business corporation will continue to be exempt from the corporate alternative minimum tax so long as its
average gross receipts do not exceed$7.5 million.
Tax on Certain Passive Investment Income of S Corporations. Under Section 1375 of the Code, certain excess net
passive investment income, including interest on the Bonds, received by an S corporation (a corporation treated as a
partnership for most federal tax purposes)that has Subchapter C earnings and profits at the close of the taxable year may be
subject to federal income taxation at the highest rate applicable to corporations if more than 25%of the gross receipts of such
S corporation is passive investment income.
Foreign Branch Profits Tax. Interest on the Bonds may be subject to the foreign branch profits tax imposed by Section 884
of the Code when the Bonds are owned by,and effectively connected with a trade or business of, a United States branch of a
foreign corporation.
CERTAIN OTHER FEDERAL TAX CONSEQUENCES
Bonds Not "Qualified Tax-Exempt Obligations" for Financial Institutions. Section 265 of the Code provides that 100%
—' of any interest expense incurred by banks and other financial institutions for interest allocable to tax-exempt obligations
acquired after August 7, 1986, will be disallowed as a tax deduction. However, if the tax-exempt obligations are obligations
other than private activity bonds, are issued by a governmental unit that,together with all entities subordinate to it, does not
reasonably anticipate issuing more than $10,000,000 of tax-exempt obligations (other than private activity bonds and other
obligations not required to be included in such calculation) in the current calendar year, and are designated by the
governmental unit as "qualified tax-exempt obligations," only 20% of any interest expense deduction allocable to those
obligations will be disallowed.
The City is a governmental unit that reasonably anticipates issuing more than $10,000,000 of tax-exempt obligations (other
than private activity bonds and other obligations not required to be included in such calculation) during the current calendar
— year and has not designated the Bonds as "qualified tax-exempt obligations" for purposes of the 80% financial institution
interest expense deduction. Therefore, no interest expense of a financial institution allocable to the Bonds is deductible for
federal income tax purposes.
Reduction of Loss Reserve Deductions for Property and Casualty Insurance Companies. Under Section 832 of the
Code, interest on the Bonds received by property and casualty insurance companies will reduce tax deductions for loss
reserves otherwise available to such companies by an amount equal to 15%of tax-exempt interest received during the taxable
— year.
Effect on Certain Social Security and Retirement Benefits. Section 86 of the Code requires recipients of certain Social
_. Security and certain Railroad Retirement benefits to take receipts or accruals of interest on the Bonds into account in
determining gross income.
Other Possible Federal Tax Consequences. Receipt of interest on the Bonds may have other federal tax consequences as
to which prospective purchasers of the Bonds may wish to consult their own tax advisors.
CONTINUING DISCLOSURE UNDERTAKING
Basic Undertaking to Provide Annual Financial Information and Notice of Material Events. To meet the requirements
of United States Securities and Exchange Commission("SEC") Rule 15c2-12(b)(5), as it has been amended(the"Rule"), as
—. applicable to a participating underwriter for the Bonds, the City will undertake (the "Undertaking") in the Bond Ordinance
20
for the benefit of holders and owners of the Bonds to provide or cause to be provided,either directly or through a designated
agent, to each nationally recognized municipal securities information repository designated by the SEC in accordance with
the Rule ("NRMSIR") and to a state information depository, if any, established in the State of Washington (the "SID"),
—' annual financial information and operating data of the type included in this Official Statement and as described under"Type
of Annual Financial Information Undertaken to be Provided" below ("annual financial information"); and to each NRMSIR
or the Municipal Securities Rulemaking Board ("MSRB"), and to the SID, timely notice of the occurrence of any of the
_. following events with respect to the Bonds, if material: (i) principal and interest payment delinquencies; (ii) non-payment
related defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on
credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their failure to
perform; (vi) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (vii) modifications to rights of
holders of the Bonds; (viii) Bond calls (other than scheduled mandatory redemptions of term Bonds); (ix) defeasances; (x)
release, substitution,or sale of property securing repayment of the Bonds;and(xi)rating changes. The City also will provide
to each NRMSIR or to the MSRB, and to the SID,timely notice of a failure by the City to provide required annual financial
— information on or before the date specified below.
Type of Annual Financial Information Undertaken to be Provided. The annual financial information that the City
undertakes to provide will consist of(i) annual financial statements prepared (except as noted in the financial statements) in
accordance with generally accepted accounting principles promulgated by the Government Accounting Standards Board
("GASB"), as such principles may be changed from time to time, which statements will not be audited, except that if and
when audited financial statements are otherwise prepared and available to the City they will be provided; (ii) a statement of
— the outstanding balance of obligations secured by the Local Improvement Guaranty Fund of the City at fiscal year end, and
the balance of cash and investments (based on market value) in the Local Improvement Guaranty Fund at fiscal year end;
(iii) the current assessed valuation of the properties within each of LIDs Nos. 340 and 349; and (iv) a statement of total
-- assessments collected during the preceding fiscal year and the amount of delinquent assessments within each of LIDS Nos.
340 and 349 as of the end of the fiscal year; and will be provided to each NRMSIR and the SID not later than the last day of
the ninth month after the end of each fiscal year of the City(currently,a fiscal year ending December 31), as such fiscal year
may be changed as required or permitted by State law,commencing with the City's fiscal year ending December 31, 1999.
In its provision of annual financial information, the City may provide single or multiple documents and may cross-reference
to any "final official statement" (as defined in the Rule) filed with the MSRB or any other documents filed with each
— NRMSIR and the SID.
Amendment of Undertaking. The Undertaking is subject to amendment after the primary offering of the Bonds without the
consent of any holder of any Bond, or of any broker, dealer, municipal securities dealer, participating underwriter, rating
agency,NRMSIR,the SID or the MSRB,under the circumstances and in the manner permitted by the Rule.
The City will give notice to each NRMSIR or the MSRB, and the SID, of the substance (or provide a copy) of any
— amendment to the Undertaking and a brief statement of the reasons for the amendment. If the amendment changes the type
of annual financial information to be provided, the annual financial information containing the amended financial
information will include a narrative explanation of the effect of that change on the type of information to be provided.
Termination of Undertaking. The City's obligations under the Undertaking shall terminate upon the legal defeasance of all
of the Bonds. In addition,the City's obligations under the Undertaking shall terminate if those provisions of the Rule which
require the City to comply with the Undertaking become legally inapplicable in respect of the Bonds for any reason, as
confirmed by an opinion of nationally recognized bond counsel or other counsel familiar with federal securities laws
delivered to the City, and the City provides timely notice of such termination to each NRMSIR or the MSRB and the SID.
— Remedy for Failure to Comply with Undertaking. As soon as practicable after the City learns of any failure to comply
with the Undertaking, the City will proceed with due diligence to cause such noncompliance to be corrected. No failure by
the City or other obligated person to comply with the Undertaking will constitute a default in respect of the Bonds. The sole
_. remedy of any holder of a Bond will be to take such actions as that holder deems necessary, including seeking an order of
specific performance from an appropriate court, to compel the City or other obligated person to comply with the
Undertaking.
21
NO RATING
As noted on the cover page of this Official Statement, no application was made to any rating agency for the purpose of
obtaining a rating on the Bonds.
UNDERWRITING
Dain Rauscher Incorporated (the "Underwriter") has agreed, subject to certain conditions, to purchase the Bonds from the
City at an average price of 98.9285923% of the par value of the Bonds, less certain expenses plus accrued interest. The
_. Bonds will be reoffered at an average price of 100%of the par value of the Bonds,plus accrued interest. The Bonds may be
offered to certain dealers at yields higher than such public offering yields, and such public offering yields may be changed,
from time to time,by the Underwriter. The Underwriter's obligations are subject to certain conditions and it will be obligated
to purchase all Bonds,if any such Bonds are purchased.
MISCELLANEOUS
—' Provisions Summaries
The descriptions herein of the Bond Ordinance and other documents are brief summaries of certain provisions thereof Such
summaries do not purport to be complete,and reference is made to the Bond Ordinance and such other documents, copies of
which are available, upon request and upon payment to the City of a charge for copying, mailing and handling, from the
City's Finance Division Director,City of Kent,220 Fourth Avenue South,Kent,Washington 98032.
OFFICIAL STATEMENT CERTIFICATION
The undersigned official of the City hereby confirms and certifies that the execution and delivery of this Official Statement
—' has been duly authorized by the City Council.
CITY OF KENT, WASHINGTON
/s/Jim White
By: Jim White,Mayor
22
APPENDIX A
_. FORM OF LEGAL OPINION
(To Come)
APPENDIX B
— FINAL SPECIAL BENEFITS STUDY FOR LID NO. 340
AND FINAL ASSESSMENT ADJUSTMENTS
— (To Come)
APPENDIX C
_. 1998 ASSESSED VALUES FOR LID NO.349 PROPERTIES,ASSESSMENT
PREPAYMENTS AND MAP OF LID NO. 349
-- (To Come)