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HomeMy WebLinkAboutRES 3919CITY OF RENTON,WASHINGTON RESOLUTION NO.3919 A RESOLUTION of the City Council of the City of Renton,Washington, approving the sale of the City's Water and Sewer Revenue Bonds,Series 2008A,and Water and Sewer Revenue Bonds,Series 2008B (Taxable),in the aggregate principal amounts of $9,975,000 and $2,035,000, respectively,to provide funds for the purpose of financing the costs of carrying out certain capital improvements of the waterworks utility;and approving the sale of such bonds to Seattle-Northwest Securities Corporation,all in accordance with Ordinance No.5313 ofthe City. WHEREAS the City Council by Ordinance No.5313 passed on October 22,2007 (the "Bond Ordinance"),authorized the issuance and sale of three series of water and sewer revenue bonds of the City in the aggregate principal amount of not to exceed $23,000,000 (the "Bonds") for the purpose of financing the costs of carrying out certain capital improvements of the waterworks utility and refunding certain outstanding water and sewer revenue bonds of the City, and WHEREAS,the Bond Ordinance authorized the City Finance Director to enter into negotiations for the sale of the Bonds and to present a bond purchase agreement to the City Council for approval by resolution,establishing the terms of each series of Bonds,and WHEREAS,Seattle-Northwest Securities Corporation (the "Underwriter")has purchased the first series of Bonds designated the City of Renton,Washington Water and Sewer Revenue and Refunding Bonds,2007 in the aggregate principal amount of$9,750,000,and WHEREAS,the Underwriter has offered to purchase the second and third series of Bonds designated the City of Renton,Washington Water and Sewer Revenue Bonds,Series 2008A and Water and Sewer Revenue Bonds,Series 2008B (Taxable)in the aggregate principal amounts of $9,975,000 and $2,035,000,respectively (together,the "2008 Bonds")on the terms set forth in the bond purchase agreement attached hereto as Exhibit A hereto (the "Purchase Agreement"), and WHEREAS,it is in the best interests of the City to sell the 2008 Bonds to the Underwriter on the terms and conditions set forth in the Bond Ordinance,this resolution and the Purchase Agreement,and WHEREAS,in accordance with the Bond Ordinance,the City Council wishes to authorize and approve the sale of the 2008 Bonds to the Underwriter and the final principal maturity amounts,interest rates,bond insurance provisions,and redemption rights for the 2008 Bonds,all as set forth herein, RESOLUTION NO.3919 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON: Section 1.Definitions.Except as otherwise defined herein,capitalized terms used in this resolution have the meanings set forth in the Bond Ordinance. Section 2.Authorization of Issuance and Sale of the 2008 Bonds.The issuance of the 2008 Bonds,designated as the "City of Renton,Washington Water and Sewer Revenue Bonds, Series 2008A"and "City of Renton,Washington Water and Sewer Revenue Bonds,Series 2008B (Taxable),"in the aggregate principal amounts of $9,975,000 and $2,035,000, respectively,each dated as of their date of delivery,is hereby approved.The 2008 Bonds shall be in the denomination of $5,000 or any integral multiple thereof within a single maturity;shall be numbered separately,in the manner and with any additional designation as the Bond Registrar deems necessary for purpose of identification;shall bear interest from their date (computed on the basis of a 360-day year of twelve 30-day months),payable semiannually on each June 1 and December 1,commencing June 1,2008,to the maturity or prior redemption of the 2008 Bonds. The City of Renton,Washington Water and Sewer Revenue Bonds,Series 2008A shall mature on December 1 in the years and amounts and bear interest at the rates per annum as follows: Maturity Years Interest (December 1)Amounts Rates 2016 $480,000 4.00% 2017 695,000 4.00 2018 565,000 5.00 2019 645,000 4.00 2020 720,000 4.00 2021 760,000 4.00 2022 790,000 4.00 2023 980,000 4.10 2024 1,020,000 4.15 2025 1,060,000 4.20 2026 1,105,000 4.25 2027 1,155,000 4.30 The City of Renton,Washington Water and Sewer Revenue Bonds,Series 2008B (Taxable)shall mature on December 1 in the years and amounts and bear interest at the rates per annum as follows: Maturity Years Interest (December 1)Amounts Rates 2013 $610,000 4.70% 2014 600,000 4.85 2015 630,000 5.10 2016 195,000 5.25 -2-P:120584_JARI20584_254 07111126 RESOLUTION NO.3919 If any Bond is duly presented for payment upon maturity and is not paid,then interest thereon shall continue to accrue thereafter at the rate stated therein until such Bond is paid.The 2008 Bonds shall conform in all other respects to the terms and conditions set forth in the Bond Ordinance,except as expressly provided herein. Section 3.Optional Redemption.The City of Renton,Washington Water and Sewer Revenue Bonds,Series 2008A maturing on or after December 1,2018 shall be subject to optional redemption prior to maturity on and after December 1,2017,in whole or in part on any date (maturities to be selected by the City and by lot within a maturity in such manner as DTC or the Bond Registrar,as appropriate,shall determine),at par plus accrued interest to the date of redemption.The City of Renton,Washington Water and Sewer Revenue Bonds,Series 2008B (Taxable)are not subject to optional redemption prior to maturity. Section 4.Insurance. (a)Acceptance of Insurance.In accordance with the offer of the Underwriter to purchase the 2008 Bonds,the City Council hereby approves the commitment of MBIA Insurance Corporation (the "Bond Insurer")to provide a bond insurance policy guaranteeing the payment when due of principal of and interest on the 2008 Bonds (the "Bond Insurance Policy").The City Council further authorizes and directs all proper officers,agents,attorneys and employees of the City to cooperate with the Bond Insurer in preparing such additional agreements, certificates,and other documentation on behalf of the City as shall be necessary or advisable in providing for the Bond Insurance Policy. (b)Payments Under the Bond Insurance Policy and Rights ofthe Bond Insurer. (1)In the event that,on the second business day,and again on the business day,prior to the payment date on the 2008 Bonds,the Bond Registrar has not received sufficient money to pay all principal of and interest on the 2008 Bonds due on the second following or following,as the case may be,business day,the Bond Registrar shall immediately notify the Bond Insurer or its designee on the same business day by telephone or telegraph,confirmed in writing by registered or certified mail,of the amount of the deficiency. (2)If the deficiency is made up in whole or in part prior to or on the payment date,the Bond Registrar shall so notify the Bond Insurer or its designee. (3)In addition,if the Bond Registrar has notice that any bondowner has been required to disgorge payments of principal or interest on the 2008 Bonds to a trustee in bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such bondowner within the meaning of any applicable bankruptcy laws,then the Bond Registrar shall notify the Bond Insurer or its designee of such fact by telephone or telegraphic notice,confirmed in writing by registered or certified mail. -3-07/11126 RESOLUTION NO.3919 (4)The Bond Registrar is hereby irrevocably designated,appointed,directed and authorized to act as attorney-in-fact for owners ofthe 2008 Bonds as follows: a.If and to the extent there is a deficiency in amounts required to pay interest on the 2008 Bonds,the Bond Registrar shall (i)execute and deliver to U.S.Bank Trust National Association,or its successors under the Bond Insurance Policy (the "Insurance Paying Agent"),in fonn satisfactory to the Insurance Paying Agent,an instrument appointing the Bond Insurer as agent for such owners in any legal proceeding related to the payment of such interest and an assignment to the Bond Insurer of the claims for interest to which such deficiency relates and which are paid by the Bond Insurer,(ii)receive as designee of the respective owners (and not as Bond Registrar)in accordance with the tenor of the Bond Insurance Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned,and (iii)disburse the same to such respective owners;and b.If and to the extent of a deficiency in amounts required to pay principal of the 2008 Bonds,the Bond Registrar shall (i)execute and deliver to the Insurance Paying Agent in fonn satisfactory to the Insurance Paying Agent an instrument appointing the Bond Insurer as agent for such owner in any legal proceeding relating to the payment of such principal and an assignment to the Bond Insurer of any of the 2008 Bonds surrendered to the Insurance Paying Agent of so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Bond Registrar and available for such payment (but such assignment shall be delivered only if payment from the Insurance Paying Agent is received),(ii)receive as designee of the respective owners (and not as Bond Registrar)in accordance with the tenor of the Bond Insurance Policy payment therefor from the Insurance Paying Agent,and (iii)disburse the same to such owner. (5)Payments with respect to claims for interest on and principal of 2008 Bonds disbursed by the Bond Registrar from proceeds of the Bond Insurance Policy shall not be considered to discharge the obligation of the City with respect to such 2008 Bonds,and the Bond Insurer shall become the owner of such unpaid Bonds and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of this subsection or otherwise. (6)Irrespective of whether any such assignment is executed and delivered,the City and the Bond Registrar hereby agree for the benefit of the Bond Insurer that: a.They recognize that to the extent the Bond Insurer makes payments,directly or indirectly (as by paying through the Bond Registrar),on account of principal of or interest on the 2008 Bonds,the Bond Insurer will be subrogated to the rights of such owners to receive the amount of such principal and interest from the City,with interest thereon as provided and solely from the sources stated in this resolution and the 2008 Bonds;and b.They will accordingly pay to the Bond Insurer the amount of such principal and interest (including principal and interest recovered under subparagraph (ii)of the first paragraph of the Bond Insurance Policy,which principal and interest shall be deemed past due and not to have been paid),with interest thereon as provided in this resolution and the -4-07/11/26 RESOLUTION NO.3919 2008 Bonds,but only from the sources and in the manner provided herein for the payment of principal of and interest on the 2008 Bonds to owners,and will otherwise treat the Bond Insurer as the owner of such rights to the amount of such principal and interest. (c)Rights ofBond Insurer. (1)In connection with the issuance of Future Parity Bonds,the City shall deliver to the Bond Insurer a copy of the disclosure document,if any,circulated with respect to such Future Parity Bonds. (2)The Bond Insurer shall receIve copIes of the City's audited financial statements and annual budget. (3)Copies of any amendments made to the documents executed in connection with the issuance of the 2008 Bonds which are consented to by the Bond Insurer shall be sent to Standard &Poor's Ratings Services,a Division of The McGraw-Hill Companies,Inc. (4)The Bond Insurer shall receive notice of the resignation or renewal of the Bond Registrar and the appointment of a successor,other than the designated state fiscal agent. (5)Any notices required to be given by any party under this resolution shall also be given to the Bond Insurer and sent by registered or certified mail addressed to:MBIA Insurance Corporation,113 King Street,Armonk,New York 10504,Attention:Surveillance. (6)The City agrees to reimburse the Bond Insurer immediately and unconditionally upon demand,to the extent permitted by law,for all reasonable expenses, including reasonable attorneys'fees and expenses,incurred by the Bond Insurer in connection with (i)enforcement by the Bond Insurer of the City's obligations,or the preservation or defense of any rights of the Bond Insurer,under this resolution and any other document executed in connection with the issuance of the 2008 Bonds,and (ii)any consent,amendment,waiver or other action with respect to this resolution or any related document,whether or not granted or approved,together with interest on all such expenses from and including the date incurred to the date of payment at Citibank's Prime Rate plus 3%or the maximum interest rate permitted by law,whichever is less.In addition,the Bond Insurer reserves the right to charge a reasonable fee in connection with its review of any such consent,amendment or waiver,whether or not granted or approved. (7)The City agrees not to use the Bond Insurer's name in any published document including,without limitation,a press release or presentation,announcement or forum without the Bond Insurer's prior consent;provided that the City may use the Bond Insurer's name in any general or particular factual statement to the effect that the Bond Insurer insures certain outstanding City bonds.In the event that the City is advised by counsel that it has a legal obligation to disclose the Bond Insurer's name in any press release,public announcement or other published document,the City shall provide the Bond Insurer with at least three (3)business days'prior written notice of its intent to use the Bond Insurer's name together with a copy of the proposed use of the Bond Insurer's name and of any description of a transaction with the Bond -5-P:120584_JARI20584_254 07/11/26 RESOLUTION NO.3919 Insurer and shall obtain the Bond Insurer's prior consent as to the form and substance of the proposed use of the Bond Insurer's name and any such description.The foregoing shall not apply to any request for public records duly received by the City pursuant to chapter 42.17 RCW, and the City shall not be obligated to notify the Bond Insurer of its intent to comply with any public disclosure request. (8)The City shall not enter into any agreement nor shall it consent to or participate in any arrangement pursuant to which 2008 Bonds are tendered or purchased for any purpose other than the redemption and cancellation or legal defeasance of such 2008 Bonds without the prior consent of the Bond Insurer. The provisions of this section shall be in effect only so long as the Bond Insurance Policy is in full force and effect. Section 7.Acceptance of Offer.The City Council hereby finds that the offer of the Underwriter to purchase the 2008 Bonds under the terms set forth in the Purchase Agreement is fair and reasonable and it is in the best interest of the City that the 2008 Bonds shall be sold upon the terms and conditions set forth in the Purchase Agreement and upon the basis of the representations therein set forth.The City Council further fmds that all conditions precedent to or concurrent with the acceptance ofthe Purchase Agreement by the City Council have been met. The City Council hereby accepts the Purchase Agreement and authorizes the City Finance Director to execute the Purchase Agreement and deliver it to the Underwriter.The 2008 Bonds shall be issued and delivered to the Underwriter upon payment of the purchase price specified in the Purchase Agreement. Section 8.Approval of Official Statement.The City Finance Director is authorized and directed to execute and deliver to the Underwriter copies of an official statement for the 2008 Bonds,in substantially the form of the Preliminary Official Statement dated November 16,2007; provided,however,that the City Finance Director is authorized to supplement or amend the Official Statement as he deems necessary or appropriate.The City Council hereby ratifies the City Finance Director's determination that the Preliminary Official Statement was deemed final for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (except for the omission of certain final pricing,rating and related information as permitted by such rule). Section 9.Further Authority.The City officials,their agents,and representatives are hereby authorized and directed to do everything necessary for the prompt issuance and delivery of the 2008 Bonds and for the proper use and application of the proceeds of such sale. Section 10.Severability.The covenants contained in this resolution shall constitute a contract between the City and the owners of each and every 2008 Bond.If anyone or more of the covenants or agreements provided in this resolution to be performed on the part of the City shall be declared by any court of competent jurisdiction to be contrary to law,then such covenant or covenants,agreement or agreements,shall be null and void and shall be deemed separable from the remaining covenants and agreements of this resolution and shall in no way affect the validity of the other provisions of this resolution or of the 2008 Bonds. -6-P:\20584_JAR\20584_254 07111/26 RESOLUTION NO.3919 Section 11.Effective Date. provided by law. Passed November 26,2007. Attest: Bonnie I.Walton,City Clerk Approved as to form and legality: K&L PRESTON GATES ELLIS LLP Bond Counsel to the City of Renton B~---~~I This resolution shall be effective after its passage as "~... Attachment:Exhibit A -Bond Purchase Agreement -7-P:120584 _JARI20584_254 07/11/26 RESOLUTION NO.3919 EXHIBIT A Bond Purchase Agreement A-I P:120584 _JARI20584_254 07111/26 RESOLUTION NO.3919 s EAT TLE-NORT H WE ST SECURITIES CORPORATION 'The Regio/l's Premier Illvestment BIWkillg Firm Since .1970 1420 Fifth Avenue Suite 4300 Seattle,Washington 98101 November 26,2007 Honorable Mayor and City Council City of Renton 1055 South Grady Way Renton,Washington 98055 Re:City of Renton,Washington $9,975,000 Water and Sewer Revenue Bonds,Series 2008A $2,035,000 Water and Sewer Revenue Bonds,Series 2008B (Taxable) Honorable Mayor and City Council: Seattle-Northwest Securities Corporation (the "Underwriter")offers to enter into this purchase agreement (the "Purchase Agreement")with the City of Renton,Washington (the "Issuer"), (each of the Underwriter and the Issuer may be referred to herein as a "Party"or collectively as the "Parties"). This offer is contingent upon acceptance by the Issuer by execution and delivery of this Purchase Agreement to the Underwriter at or prior to 11 :59 p.m.Pacific Time on the date hereof,by means of hand delivery,facsimile or other secure electronic transmission,such as a PDF file. Upon execution of this Purchase Agreement by the Parties,this Purchase Agreement will constitute a binding agreement between the Issuer and the Underwriter. Capitalized terms in this Purchase Agreement that are not otherwise defined herein shall have the meanings given to such terms in the Ordinance as defined below: 1.Authorization and Documents The issuance,sale and delivery of the Bonds (as defined below)shall be authorized by Ordinance No.5313 passed by the Mayor and City Council of the Issuer on October 22, 2007 and Sale Resolution No.3919 adopted by the Mayor and City Council of the Issuer on November 26,2007 (together,the "Ordinance").The transaction at which the Bonds are delivered by the Issuer to the Underwriter and paid for by the Underwriter is referred to herein as the "Closing"and the date of such transaction,the "Closing Date." The Ordinance includes an undertaking to provide certain information to nationally recognized municipal securities information repositories and regulatory bodies or their designees or,if the City so chooses,to DAC Bond or DisclosureUSA (so long as such RESOLUTION NO.3919 Honorable Mayor and City Council City of Renton,Washington November 26,2007 Page 2 method of disclosure continues to be approved by the Securities and Exchange Commission for such purposes).The Ordinance and this Purchase Agreement are collectively referred to herein as the "Documents." 2.Purchase and Sale Subject to the terms and conditions of this Purchase Agreement,the Underwriter hereby agrees to purchase from the Issuer for offering to the public and the Issuer hereby agrees to sell to the Underwriter all,but not less than all of the $9,975,000 aggregate principal amount of Water and Sewer Revenue Bonds,Series 2008A (the "Series 2008A Bonds") and $2,035,000 aggregate principal amount of Water and Sewer Revenue Bonds,Series 2008B (Taxable)(the "Series 2008B Bonds")(the Series 2008A Bonds and Series 2008B Bonds are together,the "Bonds").The Bonds shall be dated,shall mature,shall bear interest,shall be payable,and shall have redemption provisions,all as set forth in Exhibit C attached hereto.The Underwriter's purchase price for the Bonds also is set forth in Exhibit C. 3.Fiscal Agent;Enhancement;Insurance a)As provided in the Ordinance,the fiscal agent of the State of Washington shall be the fiscal agent for the Bonds,serving as registrar,authenticating agent and paying agent (the "Bond Registrar").The Bonds shall be payable and shall be secured as provided in the Ordinance and as described in the document entitled Preliminary Official Statement,which is dated November 16,2007 and which describes the Issuer and the Bonds (the "POS"). b)Payment when due of the regularly scheduled principal of and interest on the Bonds shall be insured by a municipal bond insurance policy (the "Policy")issued by MEIA Insurance Corporation (the "Insurer"). 4.Offering The Underwriter agrees to make a bonafide public offering of all the Bonds,at prices not in excess of the initial public offering prices or at yields not lower than the initial yields as set forth in Exhibit C attached hereto. 5.Official Statement a)In the Ordinance,the Issuer has ratified and "deemed final"the POS for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934,as amended (the "Rule").The Issuer approves and ratifies the use and distribution by the Underwriter of the POS in connection with the public offering for sale of the Bonds by the Underwriter. -2- RESOLUTION NO.3919 Honorable Mayor and City Council City of Renton,Washington November 26,2007 Page 3 b)The final official statement shall be substantially in the form of the POS with only such changes permitted by the Rule as shall have been reviewed by the Underwriter (such final official statement, incorporating such changes,if any, shall be referred to herein as the "Final Official Statement").The Issuer shall cooperate with the Underwriter in the preparation of the Final Official Statement for delivery within seven (7)business days after the date hereof and,in any event, for delivery in sufficient time to accompany any order confirmation from the Underwriter to its customer,and in sufficient time to permit the Underwriter to comply with the provisions of the Rule and with all applicable rules of the Municipal Securities Rulemaking Board. c)The Issuer will not amend or supplement the Final Official Statement without the consent of the Underwriter.The Issuer agrees to notify the Underwriter promptly if,on or prior to the 25th day after the End of the Underwriting Period (as defined below),any event shall occur,or information come to the attention of the Issuer, that would cause the Final Official Statement (whether or not previously supplemented or amended),as of its date,to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein,in light of the circumstances under which they were made,not misleading.If,in the opinion of the Issuer,such event requires the preparation and distribution of a supplement or amendment to the Final Official Statement, the Issuer at its expense and with Underwriter's assistance,shall amend or supplement the Final Official Statement in a form and manner approved by the Underwriter and will provide such number of copies of the supplement or amendment to the Final Official Statement,as the Underwriter may reasonably request.For purposes of this Purchase Agreement,the "End of the Underwriting Period"shall occur on the Closing Date. 6.Representations,Warranties and Covenants The Issuer represents,warrants and covenants to the Underwriter that as of the date hereof and as of the Closing Date: a)The Issuer is a municipal corporation duly organized and validly existing under the laws and Constitution of the State of Washington; b)The Issuer has duly adopted the Ordinance and it is a valid,legal and binding ordinance of the Issuer; c)The Issuer is duly authorized and has full legal right,power,and authority to issue,sell and deliver the Bonds and perform its obligations under the Documents; d)The Ordinance is in full force and effect and has not been superseded,rescinded or amended; -3- RESOLUTION NO.3919 Honorable Mayor and City Council City of Renton,Washington November 26,2007 Page 4 e)The Issuer has full legal right,power and authority to and will apply or cause to be applied the proceeds of the Bonds as described in the Ordinance; f)The execution of and performance by the Issuer of its obligations under the Documents will not cause the Issuer to be (i)in violation of any constitutional provision,law,court decree,administrative regulation or judgment or (ii)in material default under any loan agreement,indenture,bond,note,resolution or other material agreement or instrument to which the Issuer is a party or to which the Issuer or any of its properties or assets is otherwise subject; g)All governmental approvals or authorizations required to be obtained by the Issuer prior to the Closing in connection with the issuance and delivery of the Bonds or the performance by the Issuer of its obligations under the Documents have been or will be obtained prior to Closing; h)No filing or registration of the Ordinance or other instrument or financing statement is required to be made to create,protect or preserve the pledge of revenues under the Ordinance or is required for the validity and enforceability of the Ordinance; i)As of the Closing,the Bonds will be legal,valid and binding obligations of the Issuer,and,subject only to the laws of bankruptcy and insolvency,will be enforceable in accordance with their terms and will be in full force and effect; j)Except as described in the Final Official Statement there is no action,suit, proceeding,inquiry or investigation before or by any court,governmental agency, public board or body pending or,to the knowledge of the Issuer,threatened against the Issuer,(i)in any way questioning the legal existence of the Issuer or the titles of the officers of the Issuer to their respective offices;(ii)in any way affecting or contesting or seeking to prohibit,restrain or enjoin the issuance or delivery of the Bonds;(iii)wherein an unfavorable decision,ruling,or finding would have a material adverse effect on the collection and application of revenues that may be collected for the benefit of the Issuer for the payment of the Bonds, the financial condition of the Issuer,or would have an adverse effect on the validity or enforceability of the Bonds or the Ordinance,or which would in any way adversely affect the exclusion of interest on the Series 2008A Bonds from gross income for federal income tax purposes;or (iv)contesting the completeness or accuracy of the POS or the Final Official Statement;and (v)to the actual knowledge of the Issuer,there is no reasonable basis for any action,proceeding, inquiry or investigation of the nature described in the foregoing clauses (i) through (iv); k)The financial statements of the Issuer contained in the Final Official Statement fairly present the financial position of the Issuer as of the dates and for the periods therein set forth in accordance with the accounting standards applicable to the -4- RESOLUTION NO.3919 Honorable Mayor and City Council City of Renton,Washington November 26,2007 Page 5 Issuer,and since the date thereof,there has been no material adverse change in the financial position of the Issuer; 1)In connection with the financing process,the Underwriter may have provided the format for and certain of the content for inclusion in the POS and may have assumed principal drafting responsibility for the preparation of the POS and may coordinate the preparation and dissemination of the Final Official Statement.The Issuer understands and acknowledges,however,that the ultimate responsibility for the POS and the Final Official Statement with respect to content,accuracy and completeness is the responsibility of the Issuer as an issuer of municipal securities.The Issuer hereby represents and warrants to the Underwriter that the POS did not,as of its date,and the Final Official Statement will not,as of its date and at the Closing Date,contain any untrue statement of material fact nor omit any statement or information which is necessary to make the statements therein, in light of the circumstances under which they were made,not misleading; provided,however,that no representation or warranty is made with respect to information within the POS or the Final Official Statement relating to DTC,the book entry system,the Insurer or the Underwriter;and m)The Issuer has not failed to comply with any prior undertaking under the Rule in the past five years. 7.Termination The Underwriter may terminate its obligation under this Purchase Agreement,without liability therefor,by notifying the Issuer of its election to do so in writing if,after the execution of this Purchase Agreement and prior to the Closing,anyone or more of the following events shall have occurred and such event,in the reasonable opinion of the Underwriter (i)would materially and adversely affect the marketability of the Bonds or the prices or yields of the Bonds as set forth in Exhibit C,or (ii)would materially and adversely affect the Underwriter's ability to enforce contracts for the sale of the Bonds: a)A material disruption in commercial banking or securities settlement or clearance servl ces;or b)The United States shall have become engaged in hostilities or existing hostilities shall have escalated or a national emergency or other national or international calamity,including but not limited to terrorist attack(s)or other event;or c)A general suspension of trading or other material restrictions not in force as of the date of this Purchase Agreement on the New York Stock Exchange or other national securities exchange;or d)Declaration of a general banking moratorium by the United States,New York State or Washington State authorities;or -5- RESOLUTION NO.3919 Honorable Mayor and City Council City of Renton,Washington November 26,2007 Page 6 e)Legislation with respect to eliminating or reducing the exemption from federal or state taxation for interest income received on obligations of the general character of Series 2008A Bonds shall be introduced or enacted by the legislature of the State of Washington or by Congress of the United States or adopted by either the United States House of Representatives or the United States Senate or shall have been recommended to the Congress or otherwise endorsed for passage by the Treasury Department of the United States,the Internal Revenue Service or by the chairman of the Senate Finance Committee or a decision or an order or ruling with respect to eliminating or reducing such exemption,shall have been issued by a court of the United States,including the United States Tax Court,or by or on behalf of the Treasury Department of the United States or the Internal Revenue Service;or f)Legislation shall hereafter be enacted,or actively considered for enactment,or a decision by a court of the United States shall hereafter be rendered,or a ruling, stop order or regulation by the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall hereafter be made,the effect of which is or would be that the offering and sale of the Bonds would be illegal or that: i)The Bonds are not exempt from the registration,qualification or similar requirements of the Securities Act of 1933,as amended and as then in effect (the "33 Act")or distribution of the Bonds,as contemplated herein or in the Final Official Statement,is in violation of or not exempt from the registration,qualification or other requirements of the 33 Act,as amended and as then in effect,or the Securities Exchange Act of 1934,as amended and then in effect or the Investment Company Act of 1940,as amended and then in effect (the "Investment Company Act")or,in each case,the rules or regulations promulgated thereunder as then in effect;or ii)The Ordinance is not exempt from the registration,qualification or other requirements of the Trust Indenture Act of 1939,as amended and as then in effect;or iii)This Purchase Agreement is subject to the Investment Company Act or requires any registration under the Investment Company Act;or g)Any litigation,except as described in the Final Official Statement,shall be instituted or pending at Closing to restrain or enjoin the authorization,issuance, execution,sale or delivery of the Bonds or the execution and delivery of any of the Documents,or in any way contesting or affecting any authority for or the validity or enforceability of the Bonds,the Ordinance or any of the other Documents,any moneys or securities provided for the payment of the Bonds or the existence or powers of the Issuer;or -6- RESOLUTION NO.3919 Honorable Mayor and City Council City of Renton,Washington November 26,2007 Page 7 h)Any legislation,ordinance,rule or regulation shall be introduced in or enacted by any governmental body,board,department or agency of Washington State or of the United States,or a decision by any court of competent jurisdiction within Washington State or any court of the United States shall be rendered materially affecting the Issuer or the Bonds;or i)There shall have been established any new restnctIOns on transactions in securities materially affecting the free market for securities or the extension of credit by,or the charge to the net capital requirements of the Underwriter, including without limitation,the fixing of minimum or maximum prices for trading or maximum ranges of prices,by any exchange,the Securities and Exchange Commission,any other federal or state agency or the Congress of the United States,or by Executive Order;or j)Except for such changes to the Final Official Statement as provided in Section S(c)of this Purchase Agreement,there shall have been a material adverse change in the affairs of the Issuer or there shall exist any event or fact or set of facts that either (a)makes untrue or incorrect in any material respect any statement or information contained in the Final Official Statement or (b)is not reflected in the Final Official Statement but should be reflected therein to make the statements and information contained therein under the circumstances in which made not misleading in any material respect;or k)The withdrawal or downgrading of any rating of the Bonds by a national rating agency from those shown in (c)(i)of Exhibit B. 8.Closing;Conditions of Closing The Closing shall occur on such date and at such time and place as is set forth in Exhibit C or otherwise agreed between the Issuer and the Underwriter,and subject to the satisfaction of the terms and conditions of this Purchase Agreement.At Closing,the following shall occur:the Issuer will deliver the duly executed Bonds or cause to be delivered to the fiscal agent for re-delivery through Fast Automated Transfer System to DTC and will deliver or cause to be delivered to the Underwriter the Ordinance;the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Exhibit C hereof in same day funds.The Issuer shall cause the applicable CUSIP identification numbers to be printed on the Bonds of each maturity,but neither the failure to print such number on any such Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and to pay for the Bonds.The Bonds shall be prepared and delivered to the Bond Registrar at or prior to the Closing Date. In addition to the other requirements of this Purchase Agreement,Underwriter's obligations hereunder are subject to and conditioned upon Issuer,at or prior to the -7- RESOLUTION NO.3919 Honorable Mayor and City Council City of Renton,Washington November 26,2007 Page 8 Closing Date,delivering or making available to Underwriter copies of the Documents and such items as are listed in Exhibit B attached hereto and incorporated herein. 9.Fees and Expenses The Issuer will pay the cost of preparing,printing and executing the Bonds;the fees and disbursements of Bond Counsel and Financial Advisor;bond registration and rating fees and expenses;the bond insurance premium;the financial advisor fee;the cost of printing and distributing the pas and Final Official Statement;travel and lodging expenses of the Issuer's employees and representatives;and other expenses of the Issuer. The Underwriter will pay fees and disbursements of its counsel,if any,the cost of preparation and filing of blue sky and legal investment surveys where necessary,the Underwriter's travel expenses,and other expenses of the Underwriter.As a convenience to the Issuer,the Underwriter may from time to time,but only upon the prior written direction from the Issuer,make arrangements for certain items for which Issuer is responsible hereunder,such as printing of the pas and the Final Official Statement and travel or lodging arrangements for the Issuer's representatives. The Underwriter also may advance for the Issuer's account when appropriate and when directed in advance in writing by the Issuer,the cost of the items for which the Issuer is responsible by making payments to third-party vendors.In such cases,the Issuer shall pay such costs or expenses directly,upon submission of appropriate invoices by the Underwriter,or promptly reimburse the Underwriter in the event the Underwriter has advanced such costs or expenses for the Issuer's account.It is understood that the Issuer shall be primarily responsible for payment of all such items and that the Underwriter may agree to advance the cost of such items from time to time solely as an accommodation to the Issuer and on the condition that it shall be reimbursed in full by the Issuer. 10.Miscellaneous a)All matters relating to the Purchase Agreement shall be governed by the laws of the state of Washington. b)This Purchase Agreement is intended to benefit only the parties hereto.Unless it can be shown that the untruth of any representation or warranty of the Issuer or the violation of any agreement of the Issuer hereunder actually was or should have been discovered by the Underwriter through its review of the information in the Final Official Statement in accordance with and as a part of its responsibilities under federal securities laws as applied to the facts and circumstances of this transaction,all representations and warranties and agreements of the Issuer in this Purchase Agreement shall remain operative and in full force and effect,regardless of (i)any investigation made by or on behalf of the Underwriter,(ii)delivery of and payment for the Bonds hereunder,or (iii)any termination of this Purchase Agreement.If the Issuer fails to satisfy any of the foregoing conditions or covenants,or if the Underwriter's obligations are terminated for any reason permitted under this Purchase Agreement,then neither the Underwriter nor the -8- RESOLUTION NO.3919 Honorable Mayor and City Council City of Renton,Washington November 26,2007 Page 9 Issuer shall have any further obligations under this Purchase Agreement,except that any expenses incurred shall be borne in accordance with the Fees and Expenses Section hereof. c)Any notice or other communication to be given to the Issuer by the Underwriter under this Purchase Agreement may be given by delivering the same in writing to the Finance &Information Services Administrator or other authorized official of the Issuer at 1055 South Grady Way,Renton,Washington 98055;and any notice or other communication to be given to the Underwriter by the Issuer under this Purchase Agreement may be given by delivering the same in writing to the attention of the officer of the Underwriter executing this Purchase Agreement at Seattle-Northwest Securities Corporation,1420 Fifth Avenue,Suite 4300,Seattle, Washington,98101.Written communications may be delivered by electronic means. d)This Purchase Agreement may be executed in any number of counterparts,all of which shall be one and the same instrument,and either Party hereto may execute this Purchase Agreement by signing any such counterpart. e)This Purchase Agreement,including all documents incorporated herein by reference,constitutes the entire agreement between and among the Parties, supersedes any other representations,understandings or communications between the Parties or their representatives,and may be amended only in a writing signed by both Parties.This Purchase Agreement is intended solely for the benefit of the Parties (including any successors and assigns thereof but not any holder of any Bonds).No other person shall acquire or have any rights hereunder or by virtue hereof. Respectfully submitted, SEATTLE-NORTHWEST SECURITIES CORPORATION, as Purchaser By \rvwi~'-------~_.·.·...~_...•..._ Title:S~ce President Accepted November 26,2007 City of Renton,Washington By: Mr.Michael E.Bailey Finance &Information Services Administrator -9- Time Signed EXHIBIT A FINAL PRICING NUMBERS RESOLUTION NO.3919 RESOLUTION NO.3919 BOND DEBT SERVICE City of Renton Water &Sewer Revenue Bonds,Series 2008A &2008B Final Numbers Dated Date 01104/2008 Delivery Date 01104/2008 Period Annual Ending Principal Coupon Interest Debt Service Debt Service 06/01/2008 210,555.04 210,555.04 1210112008 257,822.50 257,822.50 468,377.54 06/0112009 257,822.50 257,822.50 12/0112009 257,822.50 257,822.50 515,645.00 06/0112010 257,822.50 257,822.50 12/0112010 257,822.50 257,822.50 515,645.00 06/01/2011 257,822.50 257,822.50 12/01/2011 257,822.50 257,822.50 515,645.00 06/0112012 257,822.50 257,822.50 12/01/2012 257,822.50 257,822.50 515,645.00 06/01/2013 257,822.50 257,822.50 1210112013 610,000 4.700%257,822.50 867,822.50 1,125,645.00 06/01/2014 243,487.50 243,487.50 12/01/2014 600,000 4.850%243,487.50 843,487.50 1,086,975.00 06/01/2015 228,937.50 228,937.50 1210112015 630,000 5.100%228,937.50 858,937.50 1,087,875.00 06/0112016 212,872.50 212,872.50 12101/2016 675,000 **212,872.50 887,872.50 1,100,745.00 06/01/2017 198,153.75 198,153.75 12101/2017 695,000 4.000%198,153.75 893,153.75 1,091,307.50 06101/2018 184,253.75 184,253.75 12/01/2018 565,000 5.000%184,253.75 749,253.75 933,507.50 06/01/2019 170,128.75 170,128.75 12/01/2019 645,000 4.000%170,128.75 815,128.75 985,257.50 06/0112020 157,228.75 157,228.75 12/0112020 720,000 4.000%157,228.75 877,228.75 1,034,457.50 06/0112021 142,828.75 142,828.75 12/0112021 760,000 4.000%142,828.75 902,828.75 1,045,657.50 06/0112022 127,628.75 127,628.75 12/01/2022 790,000 4.000%127,628.75 917,628.75 1,045,257.50 06/01/2023 111,828.75 111,828.75 12/0112023 980,000 4.100%111,828.75 1,091,828.75 1,203,657.50 06/01/2024 91,738.75 91,738.75 12/01/2024 1,020,000 4.150%91,738.75 1,111,738.75 1,203,477.50 06/0112025 70,573.75 70,573.75 12/0112025 1,060,000 4.200%70,573.75 1,130,573.75 1,201,147.50 06/01/2026 48,313.75 48,313.75 1210112026 1,105,000 4.250%48,313.75 1,153,313.75 1,201,627.50 06/01/2027 24,832.50 24,832.50 12101/2027 1,155,000 4.300%24,832.50 1,179,832.50 1,204,665.00 12,010,000 7,072,217.54 19,082,217.54 19,082,217.54 Nov 26,2007 10:43 am Prepared by Seattle-Northwest Securities -TH (k:\analysis\dbc\city\RENTON:2008REV)Page 5 BOND PRICING City of Renton Water &Sewer Revenue Bonds,Series 2008A &2008B Final Numbers Serial Bonds (Series 2008B -Taxable): 12/0112013 12/0112014 12/0112015 12/0112016 Serial Bonds (Series 2008A -Exempt): 12/0112016 12/0112017 12/0112018 12/0112019 12/0112020 12/0112021 12/0112022 12/0112023 1210112024 12/0112025 12/0112026 12/0112027 480,000 4.000%3.800% 695,000 4.000%3.850% 565,000 5.000%3.900% 645,000 4.000%3.950% 720,000 4.000%4.000% 760,000 4.000%4.050% 790,000 4.000%4.100% 980,000 4.100%4.150% 1,020,000 4.150%4.200% 1,060,000 4.200%4.250% 1,105,000 4.250%4.300% 1,155,000 4.300%4.340% 9,975,000 -- 12,010,000 3.979%12/0112017 3.957%12/0112017 Premium (-Discount) -- -4,678.70 -5,232.00 -1,656.90 126.75 -11,440.85 7,180.80 :;08,499.85 ttl50,652.25 (J) 2,599.35 0 t"' -4,035.60 C 1-3 -8,776.90 H -5,703.60 0 -6,171.00 Z -6,635.60 Z -7,149.35 0 -6,167.70 24,292.50 I~12,851.65 100.000 Call Price for Arb Yield 12/0112017 Call Call Date Price for Arb Yield 100.000 100.000 Call Date Yield to MaturityPrice 101.496 101.223 108.965 C 100.403 C 100.000 99.469 98.889 99.418 99.395 99.374 99.353 99.466 99.233 99.128 99.737 100.065 4.850% 5.000% 5.140% 5.240% Yield 4.700% 4.850% 5.100% 5.250% RateAmount 610,000 600,000 630,000 195,000 2,035,000 Maturity DateBondComponent Dated Date Delivery Date First Coupon 0110412008 01104/2008 06/0112008 Par Amount Premium 12,010,000.00 12,851.65 Production Underwriter's Discount 12,022,851.65 -67,616.30 100.107008% -0.563000% Purchase Price Accmed Interest 11,955,235.35 99.544008% Net Proceeds 11,955,235.35 Nov 26,2007 10:43 am Prepared by Seattle-Northwest Securities -TH (k:\analysis\dbc\city\RENTON:2008REV)Page 2 RESOLUTION NO.3919 SOURCES AND USES OF FUNDS City of Renton Water &Sewer Revenue Bonds,Series 2008A &2008B Final Numbers Dated Date 01/04/2008 Delivery Date 0110412008 Sources:08REV 08REVTX Total Bond Proceeds: Par Amount 9,975,000.00 2,035,000.00 12,010,000.00 Original Issue Discount -44,639.75 -11,567.60 -56,207.35 Premium 68,932.25 126.75 69,059.00 9,999,292.50 2,023,559.15 12,022,851.65 Other Sources of Funds: Reserve Fund Contribution 3,145,309.00 3,145,309.00 13,144,601.50 2,023,559.15 15,168,160.65 Uses:08REV 08REVTX Total Project Fund Deposits: Proj ect Fund 12,975,652.48 1,989,091.87 14,964,744.35 Delivery Date Expenses: Cost ofIssuance 38,537.89 7,862.11 46,400.00 Underwriter's Discount 56,159.25 11,457.05 67,616.30 Bond Insurance (MBIA @ 18.2 bps)28,820.36 5,879.64 34,700.00 Surety Policy (1.5%)45,431.52 9,268.48 54,700.00 168,949.02 34,467.28 203,416.30 13,144,601.50 2,023,559.15 15,168,160.65 Nov 26,2007 10:43 am Prepared by Seattle-Northwest Securities -TH (k:\analysis\dbc\city\RENTON:2008REV)Page 1 RESOLUTION NO.3919 EXHffiITB CLOSING DOCUI\.1ENTS Issuer's Closing Documents At Closing,Issuer shall provide the following: a)Copies of the Ordinance and the Blanket Issuer Letter of Representation; b)The approving opinions of Bond Counsel dated as of the Closing Date and addressed to the Issuer,substantially in the forms set forth in Appendix B to the Final Official Statement and two letters addressed to the Insurer to the effect that the Insurer may rely upon such opinion as if they were addressed to the Insurer; c)Evidence of each of the following: i)That Standard &Poor's ("S&P")has assigned its (i)underlying rating of "AA-" to the Bonds and that such rating is in full force and effect on and as of the date of Closing and (ii)insured rating of "AAA",based upon the Issuer's purchase of the Policy issued by the Insurer; ii)That Fitch Ratings ("Fitch")has assigned its (i)underlying rating of "AA-"to the Bonds and that such rating is in full force and effect on and as of the date of Closing and (ii)insured rating of "AAA",based upon the Issuer's purchase of the Policy issued by the Insurer; iii)Issuer's purchase of the Policy,including a copy of the Policy and an opinion of counsel to the Insurer in form and substance satisfactory to the Underwriter;and iv)designation of the Series 2008A Bonds as "qualified tax-exempt obligations"for banks,thrift institutions and other financial institutions,as defined in Section 265(b)(3)of the Internal Revenue Code of 1986,as amended. d)A copy of completed Form 8038-G; e)The following certifications,which may be combined,executed by an authorized officer of the Issuer and dated as of the Closing Date,to the effect that: i)The representations,warranties and covenants of the Issuer contained herein and in the Ordinance are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; ii)No litigation or other proceedings are pending or,to the knowledge of the Issuer, threatened in any court in any way (a)affecting the position or title of the authorized officers of the Issuer,or (b)seeking to restrain or to enjoin the authorization,issuance,sale or delivery of,or security for,any of the Bonds,or (c)contesting or affecting the validity or enforceability of the Bonds,the Ordinance,this Purchase Agreement,or (d)contesting the completeness or RESOLUTION NO.3919 accuracy of the POS or the Final Official Statement,or (e)contesting the powers of the Issuer or its authority with respect to the Bonds,the Ordinance or this Purchase Agreement,or (f)materially affecting the finances of the Issuer.For the purpose of this subparagraph,the Issuer may rely upon a certificate of the Issuer's legal counsel with respect to the legal matters set forth therein; iii)No event affecting the Issuer has occurred since the date of the Final Official Statement which should be disclosed in the Final Official Statement for the purpose for which it is to be used or which is necessary to disclose therein in order to make the statements therein not misleading,and the Final Official Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,in light of the circumstances under which they were made,not misleading; f)Such additional certificates,instruments or opinions or other evidence as the Underwriter or Bond Counsel may deem reasonably necessary or desirable to evidence the due authorization,issuance,execution,authentication and delivery of the Bonds,the truth and accuracy as of the time of the Closing of the representations and warranties contained in this Purchase Agreement,and the conformity of the Bonds and Ordinance with the terms thereof as summarized in the POS and the Final Official Statement,and to cover such other matters as the Underwriter or Bond Counsel reasonably requests. Underwriter's Closing Documents At Closing,Underwriter shall deliver or cause to be delivered to the Issuer or Bond Counsel a receipt for the Bonds including therein a representation that all closing conditions set forth in this Purchase Agreement have been provided to the satisfaction of the Underwriter or waived by it. RESOLUTION NO.3919 EXHIBIT C DESCRIPTION OF THE BONDS (a)Principal Amount (Series 2008A Bonds): Principal Amount (Series 2008B Bonds): $9,975,000 $2,035,000 (b)Purchase Price (Series 2008A Bonds):$9,943,133.25 ($99.680534 per $100),representing a net original issue premium of $24,292.50 and an underwriter's discount of$56,159.25. Purchase Price (Series 2008B Bonds):$2,012,102.10 ($98.874796 per $100),representing a net original issue discount of $11,440.85 and an underwriter's discount of$11,457.05. (c)Denominations:$5,000,or integral multiples thereof (d)Form:Registered;Book-entry only (e)Interest Payment Dates:June 1 and December 1,commencing June 1,2008. (f)Maturity and Interest Rates:The Bonds shall mature on December 1 of each year and bear interest as follows: Series 2008A Bonds 2016 4S0,000 4.00%3.80%760167TUO 2017 695,000 4.00 3.85 760167TVS 201S(1)565,000 5.00 3.90 760167TW6 2019 (1)645,000 4.00 3.95 760167TX4 2020 720,000 4.00 4.00 760167TY2 2021 760,000 4.00 4.05 760167TZ9 2022 790,000 4.00 4.10 760167UA2 2023 980,000 4.10 4.15 760167UBO 2024 1,020,000 4.15 4.20 760167UC8 2025 1,060,000 4.20 4.25 760167UD6 2026 1,105,000 4.25 4.30 760167UE4 2027 1,155,000 4.30 4.34 760167UF1 (1)Priced to the call. RESOLUTION NO.3919 Series 2008B Bonds 2013 2014 2015 2016 610,000 4.70%4.85% 600,000 4.85 5.00 630,000 5.10 5.14 195,000 5.25 5.24 760167TN6 760167TPI 760167TQ9 760167TR7 (g)Optional Redemption: (h)Dated Date: (i)Offer Expires: G)Bond Counsel: (k)Closing: (1)Delivery: (m)Bond Insurance: (n)Ratings: The Series 2008A Bonds maturing on December 1 in years 2016 and 2017 are not subject to redemption prior to maturity.The Series 2008A Bonds maturing on or after December I,2018 are subj ect to redemption at the option of the Issuer,in whole or in part on any date on or after December 1, 2017 at a price of par plus accrued interest,if any, to the date of redemption. The Series 2008B Bonds are not subject to redemption prior to maturity. Date of Delivery,expected to be January 4,2008. 11 :59 p.m.Pacific Time,November 26,2007. K&L Preston Gates Ellis LLP Via conference call initiated by Bond Counsel on January 4,2008,at 9:00 a.m. To the Bond Registrar on behalf of DTC by Fast Automated Securities Transfer. Payment of the principal of and interest on the Bonds,when due,will be insured by the Policy to be issued by the Insurer (MBIA Insurance Corporation)simultaneously with the delivery of the Bonds. S&P and Fitch will assign their ratings of "AAA" and"AAA"respectively,to the Bonds based on the Issuer's purchase of the Policy described above. Further,S&P and Fitch have assigned their underlying ratings of "AA-"and "AA-," respectively,to the Bonds. RESOLUTION NO.3919 CERTIFICATE I,the undersigned,Clerk of the City of Renton,Washington (the "City"),DO HEREBY CERTIFY: 1.That the attached Resolution No.3919 (the "Resolution"),is a true and correct copy of a resolution ofthe City,as finally adopted at a regular meeting of the City Council of the City (the "City")held on the 26th day of November,2007,and duly recorded in my office. 2.That said meeting was duly convened and held in all respects in accordance with law,and to the extent required by law,due and proper notice of such meeting was given;that a quorum of the City Council was present throughout the meeting and a legally sufficient number of members of the City Council voted in the proper manner for the adoption of the Resolution; that all other requirements and proceedings incident to the proper adoption of the Resolution have been duly fulfilled,carried out and otherwise observed,and that I am authorized to execute this certificate. IN WITNESS WHEREOF,I have hereunto set my hand this 26th day of November, 2007. Bonnie 1.Walton,City Clerk P:120584 _JARI20584_254 07/11/26