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HomeMy WebLinkAboutCAG1996-0205 - Original - Dain Bosworth Incoporated - Local Improvement District No.345 Bonds - 12/10/1996 41 M►t• $781,624.64 CITY OF KENT,WASHINGTON LOCAL IMPROVEMENT DISTRICT NO.345 BONDS PURCHASE CONTRACT December 10, 1996 Councilmembers City of Kent 220 Fourth Avenue Kent, Washington 98032-5895 Dear Councilmembers: Dain Bosworth Incorporated (the "Purchaser") offers to purchase from the 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 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 Appendices. Section 1. Purchase, Sale and Delivery of the Bonds. (a) Appendix A contains a brief description of the Bonds and the purchase price, interest rate or rates, maturity schedule, 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 an Official Statement as approved in the Ordinance passed as of this date accepting this 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 date of closing, in connection with the transactions contemplated by this Purchase Contract. (c) The Bonds shall be delivered to the Purchaser in definitive or temporary form on the 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 made available to the Seller not later than one business day before the Closing Date for the purposes of inspection and packaging. 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 1201 THIRD AVENUE, SUITE 2500 / SEATTLE, WA 98101-3044 206-01-3200 Member New York Stock Exchange, Inc. 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 public entity with the full legal right, power and authority to enter into and perform this Purchase Contract, to pass the 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 Ordinance, and the Official Statement; (b) the Seller has duly and validly passed or will pass the 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, and as of the date of this Purchase Contract and as of the Closing Date the Ordinance, the Bonds and this Purchase Contract will constitute the valid, legal and binding obligations of the Seller in accordance with their respective terms, and the Ordinance will be in full force and effect; (c) this Purchase Contract, the 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 Ordinance, the Bonds, and any other instruments contemplated in this transaction have been obtained and are in full force and effect, except that the Seller expresses no warranty with respect to Purchaser's compliance with securities laws of any jurisdiction; (e) the Bonds, when delivered in accordance with the 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) for a period of 25 days from the end of the underwriting period (which shall be the date of closing unless otherwise noted in writing by the Purchaser to the Seller) or until such time (if earlier) as the Purchaser shall no longer hold any of the Bonds for sale, if any event shall occur as a result of which it is necessary to supplement the Official Statement in order to make the statements 3 therein, in light of the circumstances existing at such time, not misleading, the Seller shall forthwith notify the Purchaser of any such event of which it has knowledge and shall cooperate fully in the preparation and furnishing of any supplement to the Official Statement necessary, in the Purchaser's reasonable opinion so that the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time; (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 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 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 Ordinance; and (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: (a) At the Closing Date, the 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; or 4 (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 Ordinance and the Official Statement, each executed on behalf of the Seller by an authorized officer; (3) the approving opinion of Foster Pepper & Shefelman satisfactory to Purchaser, dated the Closing Date; (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; and (5) a certificate signed by an authorized officer of the Seller, to the effect that no litigation is pending enjoining the issuance, sale, execution or delivery of the Bonds. 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 delivering the Bonds to the Purchaser; fees and disbursements of the Bond Counsel, cost of printing and distribution of the Preliminary and Final Official Statements, fees and disbursements of any other experts or consultants retained by the Seller in connection with the Bonds; travel costs of the Seller; and any other 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, the cost of 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 and all advertising expenses in connection with the public offering of the Bonds. 5 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 220 Fourth Avenue South, Kent, Washington 98032-5895, and to the Purchaser at Dain Bosworth Incorporated, Public Finance Department, 1201 Third Avenue, Suite 2500, Seattle, Washington 98101-3044. Section 8. Effective Date. This offer expires on the date 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 BOSWORTH INCORPORATED By: ekg4w"�� — Joel C. Ing Associat i e President Accepted By: City of Kent, Washington This loth day of cember 99 By: Title: 6 FROI DAI\1 BOSWORTH PUBLIC FINANCE (WED; 1Z 04' 96 17,00/S':. 10;5a00. 35o081C802 P 7/7 UWLd !� �J AR ENDr" 5781,624.64 City of Kent, Washington LOCAL IMPROVEMENT DISTRICT NO. 345 BONDS Xerm Dated Date: December 1, 1996 Expected Closing Date. December 30, 1996 Redemption: The City reserves the right to redeem. the Bonds on any interest payment date beginning December 1, 1997 in whole or in part at par plus accrued interest in ascending order by bond number. The Bonds will be redeemed whenever there are sufficient monies available for such purposes. Description: Bonds due December 1, 2008 Za 'mated redemptions as follows; Esrfmntcd Y141d Eet)mntcd yfad Redemption Estimated Road Iatercq[ or Redemption Esdmnted Bood interest or Aeeember I Amount Numbers Rntcr Pr)ee Meember i Amoudr Numberm Ratan Price 1997 S0,624.64 )-)2 4,25'/0 100 2002 580,000 77-92 5,20% )00 1999 30,000 )3-28 4.60% 100 2003 80,000 93•to8 5,101/0 100 1999 B0,000 29-44 4.9(P 100 2004 80,000 109d24 5,40% 100 2000 80,000 45-60 5.00% too 2005 80.000 125.140 5.50% )0o 2001 80,000 63.76 5.100/e 100 2006 80,000 )41.156 5.60% 300 (P)us Accrued tnrerest tiram December),1996) Purchase Price: Par Amount of Bonds $791,624.64 Le,ys Total Underwriter's Discount(1.030%) (8,049.00) Plus Accrued Werost 3.214,2 PURCHASE PRICE77b o 7� Average Coupon, 5.29% True Interest Cost: 5.43% Offer expires December 10, 1996, 11,59 p.m.