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HomeMy WebLinkAboutFI1998-0305 - Original - Dain Rauscher Incorporated - Consolidated LID 347 & 348 Bonds - 08/04/1998 s INVESTMENT SERVICES CITY OF Y.ENT,WASHINGTON INVESTMENT BANKING CONSOLIDATED LOCAL IMPROVEMENT DISTRICT NO. 347 AND 348 BONDS $9429617 PURCHASE CONTRACT August 4, 1998 Mayor and Councilmembers s City of Kent 220 Fourth Avenue South Kent,WA 98032-5895 Dear Mayor and Councilmembers: Dain Rauscher Incorporated (the "Purchaser") offers to purchase from City of Kent, Washington (the "Seller"), and upon acceptance hereof the Seller will agree to sell to the Purchaser, all of the bonds described above ('Bonds") and on Appendix A (attached and incorporated herein by this reference), subject to the terms, conditions, covenants, representations and warranties contained in this Purchase Contract, including the Appendix. Section 1. Purchase, Sale and Delivery of the Bonds. (a) Appendix A contains a brief description of the Bonds and the purchase price, interest rates, maturity dates, redemption provisions and the date and time of delivery and payment (the "Closing Date") of the Bonds. The Bonds shall be as described in Appendix A, and in an Official Statement approved and signed by the Seller in accordance with paragraph (b) hereof satisfactory in form and substance to the Purchaser. (b) The Seller authorizes the Purchaser to use and distribute the preliminary Official Statement. Ordinance No. 3 q /3 (the "Bond Ordinance") passed as of this date, authorizes City officers to approve and execute the final Official Statement (together with the preliminary Official Statement, the "Official Statement"), this Purchase Contract and all information contained in them, and the documents, and certificates formally delivered to the Purchaser by the Seller as a bond issue legal transcript on the Closing Date in connection with the transactions contemplated by this Purchase Contract. Suite 2500 (206) 621-3109 Dain Rauscher 1201 Third Avenue Fax (206) 621-3151 Member NYSE/SIPC Seattle, WA 98101-3044 Toll Free (800) 766-3246 (c) The Bonds shall be delivered to the Purchaser in definiti ary form on the ve or tempor Closing Date, duly executed by the authorized officers of the Seller, together with the other documents described in this Purchase Contract. The Bonds shall be in registered form, in such denominations as the Purchaser shall request by written notice to the Seller not later than four business days prior to the Closing Date. Subject to the provisions of this Purchase Contract, the Purchaser shall accept delivery of the Bonds on the Closing Date and will pay the purchase price set forth in Appendix A, together with accrued interest as applicable, payable in Federal funds as designated by the Seller. (d) Purchaser will prepare a Bond Form 101 for filing pursuant to RCW 39.44.210-.220 and shall deliver a copy of the same, with evidence of filing, on the Closing Date, to the Seller. Section 2. Representations,Warranties and Agreements of the Seller. The Seller represents, warrants and agrees with the Purchaser the matters set forth below; which representations, warranties and agreements are true and in effect as of the date of this Purchase Contract and shall be true and in effect as of the Closing Date: (a) the Seller is a duly organized and existing municipal corporation with the full legal right, power and authority to enter into and perform this Purchase Contract, to pass the Bond Ordinance authorizing issuance of the Bonds, and to deliver and sell the Bonds to the Purchaser, and to carry out all the other transactions contemplated by this Purchase Contract, the Bond Ordinance, and the Official Statement; (b) the Seller has duly and validly passed or will pass the Bond Ordinance before the Closing Date, will take any and all action as will be necessary to carry out, give effect to and consummate the transactions contemplated herein; (c) this Purchase Contract, the Bond Ordinance, and the Bonds do not and will not conflict with or create a breach or default under any existing law, regulation, or order, or any agreement or instrument to which Seller is subject; which breach or default would impair the authority of the Seller to issue the Bonds or the security for the payment of the Bonds; (d) all approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Seller of its obligations under this Purchase Contract, the Bond Ordinance, the Bonds, and any other instruments contemplated in this transaction have been or will be obtained and in full force and effect by the Closing Date provided that the Seller expresses no warranty with respect to Purchaser's compliance with securities laws of any jurisdiction; 2 (e) the Bonds, when delivered in accordance with the Bond Ordinance and paid for by the Purchaser on the Closing Date as provided herein, will be validly issued and outstanding binding obligations of the Seller enforceable in accordance with their terms, subject only to applicable bankruptcy, insolvency or other similar laws generally affecting creditors' rights; (f) the Official Statement (as supplemented with the approval of the Purchaser, if the Official Statement shall have been supplemented) will be, as of the Closing Date, true, correct and complete in all material respects and does not, and will not as of the Closing Date, 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 light of the circumstances under which they were made, not misleading; (g) the Preliminary Official Statement, as of its date (except as to matters corrected or added to the Final Official Statement) is accurate and complete in all material respects; (h) no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency,public board or body, is pending or,to the knowledge of the Seller, threatened in any way affecting the existence of the Seller or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Bond Ordinance, or in any way contesting or affecting the validity or enforceability of the Bonds; (i) any certificate signed by an authorized officer of the Seller shall be deemed a representation and warranty by the Seller to the Purchaser as to the statements made therein; (j) the Seller will apply the proceeds of the Bonds in accordance with the Bond Ordinance; (k) the Seller has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. Section 3. Conditions to the Obligations of the Purchaser. The obligations of the Purchaser to accept delivery of and pay for the Bonds on the Closing Date shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Seller contained herein as of this date and as of the Closing Date, to the accuracy in all material respects of the statements of the officers of the Seller made in any certificates or other documents furnished pursuant to the Purchase Contract, to the performance by the Seller of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions: 3 (a) at the Closing Date, the Bond Ordinance shall have been duly authorized, executed and delivered by the Seller, and in substantially the form heretofore submitted to the Purchaser, with only such changes as shall have been agreed to in writing by the Purchaser, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the transactions contemplated thereby and by this Purchase Contract, all such actions as, in the opinion of either the Purchaser or the Seller, shall be necessary or appropriate; (b) at the Closing Date, the Official Statement shall not have been amended, modified or supplemented, except as may have been agreed to by the Purchaser and the Seller; (c) between the date hereof and the Closing Date, the marketability of the Bonds shall not have been materially adversely affected, in the reasonable judgment of the Purchaser, by reason of any of the following: (1) a material adverse change in the financial condition or general affairs of Seller; (2) an event, court decision, proposed or adopted law or rule which would have a material adverse effect on the federal income tax incident to the Bonds or the contemplated transactions; (3) an international or national crisis, suspension of stock exchange trading or banking moratorium materially affecting the marketability of the Bonds or the Purchaser's ability to deliver funds due to such banking moratorium; (4) any event occurring, or information becoming known which makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement 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. (d) at or prior to the Closing,the Purchaser will have received from the Seller the following documents, in each case satisfactory in form and substance to the Purchaser acting reasonably: (1) the Bonds, in definitive or temporary form, duly executed; (2) the Bond Ordinance and the Official Statement, each duly executed on behalf of the Seller; (3) the approving opinion of Foster Pepper & Shefelman PLLC, Bond Counsel, satisfactory to Purchaser, dated the Closing Date; 4 (4) a certificate setting forth the facts, estimates and circumstances in existence on the Closing Date which establish that it is not expected that the proceeds of the Bonds will be used in a manner that could cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code and applicable regulations; (5) a certificate signed by an authorized officer of the Seller, to the effect that no litigation is pending, or to such officer's knowledge threatened, restraining or enjoining the issuance, sale, execution or delivery of the Bonds, or adversely affecting the Seller's right or authority to cant' out the terms and conditions of the Bond Ordinance. (6) a certificate signed by an authorized officer of the Seller stating that execution of the certificate shall constitute execution of the Final Official Statement by the Seller, that the Final Official Statement, as of its date and as of the date of the Closing, to the knowledge and belief of such officer, after due review, does not contain any untrue statement of a material fact or omit to state any material fact which is necessary to make the statements therein, in light of the circumstances under which made, not misleading in any material respect, that there has not been any material adverse change in the operations and financial condition of the City relative to the source of assessments pledged as security for the Bonds nor in the general economy of the City except as described in the Final Official Statement, and the representations of the Seller contained in this Purchase Contract were true and correct when made and are true and correct as of the Closing; and (7) such additional certificates, instruments or opinions or other evidence as the Purchaser may deem reasonably necessary or desirable to evidence the due authorization, execution, authentication and delivery of the Bonds, the truth and accuracy as of the time of the Closing of the Seller's representations and warranties, and the conformity of the Bonds and Bond Ordinance with the terms thereof as summarized in the Official Statement, and to cover such other matters as it reasonably requests. Section 4. Expenses. (a) Seller's Expenses Whether or not the Purchaser accepts delivery of and pays for the Bonds as set forth herein, the Purchaser shall be under no obligation to pay, and the Seller shall pay or cause to be paid (out of the proceeds of the Bonds or any other legally available funds of the Seller) all expenses incident to the performance of the Seller's obligations hereunder, including but not limited to the cost of preparation, printing (and/or word processing and reproduction), distribution and delivery of the Bond Ordinance, Bond Counsel Fees, and any other fees of experts or consultants retained by the Seller in connection with the Bonds; travel costs of the Seller; preliminary and final official statement printing costs, bond printing costs, and any other 5 expenses not specifically enumerated in paragraph (b) of this Section incurred by the Seller in connection with the issuance of the Bonds. (b) Purchaser's Expenses Whether or not the Bonds are delivered to the Purchaser as set forth herein, the Seller shall be under no obligation to pay, and the Purchaser shall pay, any "blue sky" and legal investment memoranda; this Purchase Contract; the Purchaser's out-of-pocket and travel expenses; and all other expenses incurred by the Purchaser in connection with its public offering and distribution of the Bonds not specifically enumerated in paragraph (a) of this Section, including the fees and disbursements of its counsel, preliminary and final official statement preparation costs, and all advertising expenses in connection with the public offering of the Bonds. Section 5. Parties in Interest. This Purchase Contract is made solely for the benefit of the Seller and the Purchaser (including successors or assigns of the Purchaser) and no other person shall acquire or have any right hereunder or by virtue hereof. Section 6. Survival of Representations,Warranties, and Agreements. The representations and warranties of the Seller, set forth in or made pursuant to this Purchase Contract, shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the delivery of the Bonds or termination of this Purchase Contract and regardless of any investigations or statements as to the results thereof made by or on behalf of the Purchaser and regardless of delivery of and payment for the Bonds. Should the Purchaser fail (other than for reasons permitted in this Purchase Contract) to pay for the Bonds at Closing, any expenses incurred shall be borne in accordance with Section 4. Should the Seller fail to satisfy any of the foregoing conditions or covenants, or if the Purchaser's obligations are terminated for any reason permitted under the Purchase Contract, then neither Purchaser nor Seller shall have any further obligations under this Purchase Contract. Section 7. Notice. Any written notice required by this Purchase Contract shall be sent to the Seller at its offices located at City of Kent, 220 4' Avenue South, Kent, Washington 98032-5895, and to the Purchaser at Dain Rauscher Incorporated, Public Finance Department, 1201 Third Avenue, Suite 2500, Seattle, Washington 98101. 6 expenses not specifically enumerated in paragraph (b) of this Section incurred by the Seller in connection with the issuance of the Bonds. (b) Purchaser's Expenses Whether or not the Bonds are delivered to the Purchaser as set forth herein, the Seller shall be under no obligation to pay, and the Purchaser shall pay, any "blue sky" and legal investment memoranda; this Purchase Contract; the Purchaser's out-of-pocket and travel expenses; and all other expenses incurred by the Purchaser in connection with its public offering and distribution of the Bonds not specifically enumerated in paragraph (a) of this Section, including the fees and disbursements of its counsel, preliminary and final official statement preparation costs, and all advertising expenses in connection with the public offering of the Bonds. Section 5. Parties in Interest. This Purchase Contract is made solely for the benefit of the Seller and the Purchaser (including successors or assigns of the Purchaser) and no other person shall acquire or have any right hereunder or by virtue hereof. Section 6. Survival of Representations,Warranties, and Agreements. The representations and warranties of the Seller, set forth in or made pursuant to this Purchase Contract, shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the delivery of the Bonds or termination of this Purchase Contract and regardless of any investigations or statements as to the results thereof made by or on behalf of the Purchaser and regardless of delivery of and payment for the Bonds. Should the Purchaser fail (other than for reasons permitted in this Purchase Contract) to pay for the Bonds at Closing, any expenses incurred shall be borne in accordance with Section 4. Should the Seller fail to satisfy any of the foregoing conditions or covenants, or if the Purchaser's obligations are terminated for any reason permitted under the Purchase Contract, then neither Purchaser nor Seller shall have any further obligations under this Purchase Contract. Section 7. Notice. Any written notice required by this Purchase Contract shall be sent to the Seller at its offices located at City of Kent, 220 4' Avenue South, Kent, Washington 98032-5895, and to the Purchaser at Dain Rauscher Incorporated, Public Finance Department, 1201 Third Avenue, Suite 2500, Seattle, Washington 98101. 6 Section 8. Effective Date. This offer expires on the date and at the time set forth on Appendix A. This Purchase Contract shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Seller and shall be valid and enforceable as of the time of such acceptance. Very truly yours, DAIN RAUSCHER INCORPORATED By: David Trageser Vice President Accepted By: CITY OF KENT, WASHINGTON This 4 of August, 19 By: Title: 7 APPENDIX A CITY OF KENT,WASHINGTON $9429617 Consolidated Local Improvement District No.347 and 348 Bonds Terms Dated Date: August 1, 1998 Due: September 1,2015 Interest Payments: September 1 each year,beginning September 1, 1999 to maturity or earlier redemption. Optional Redemption: The City reserves the right to redeem the Bonds on any interest payment date beginning September 1, 1999 in ascending order by bond number as outlined in the Bond Ordinance. Description: PRICING SUMMARY ESTIMATED ISSUANCE BOND REDEMPTION SEPTEMBER I TYPE OF BOND COUPON YIELD VALUE PRICE NUMBER 1999 SERIAL COUPON 4.3001/6 4.3001/6 $62,617.00 100.000A 1-12 2000 SERIAL COUPON 4.400% 4.400% 65,000,00 100.00% 13-25 2001 SERIAL COUPON 4.500% 4.500% 65,000.00 100.00% 26-38 2002 SERIAL. COUPON 4.6000/6 4.600% 65,000.00 100.00% 39-51 2003 SERIAL COUPON 4.700% 4.700% 65,000.00 100.000% 52-64 2004 SERIAL. COUPON 4.800% 4.800% 65,000.00 100.00% 65-77 2005 SERIAL COUPON 4.9000% 4.900% 65,000.00 100,00% 78-90 2006 SERIAL COUPON 5.000% 5.000% 65,000.00 100.00% 91-103 2007 SERIAL COUPON 5.100% 5,100% 65,000.00 100.00% 104-116 2008 SERIAL COUPON 5.150% 5.150% 70,000.00 100.00% 117-130 2009 SERIAL COUPON 5.250% 5.250% 60,000.00 100.00% 131-142 2010 SERIAL COUPON 5.350% 5.350% 60,000.00 100.00% 143-154 2011 SERIAL COUPON 5.450% 5.450% 60,000.00 100.00% 155-166 2012 SERIAL COUPON 5.550% 5.550% 55,000.00 100.00% 167-177 2013 SERIAL. COUPON 5.600% 5.600% 55,000.00 100.00% 178-188 $942,617.00 BID INFORMATION Par Amount of Bonds $942,617.00 Total Underwriter's Discount (11,311.11) Underwriter's Counsel (750.00) POS and OS Printing and Distribution (900.00) Accrued Interest 2,078.22 Total Purchase Price $931,734.11 Average Life 7.910 Years Average Coupon 5.175% Net Interest Cost(NIC) 5.326% True Interest Cost(TIC) 5274% Anticipated Closing Date: August 17, 1998 Offer Expires: August 4, 1998 11:59 p.m.