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HomeMy WebLinkAboutRES 3912CITY OF RENTON,WASHINGTON RESOLUTION NO.3912 A RESOLUTION of the City Council of the City of Renton,Washington, approving the sale of the City's Water and Sewer Revenue and Refunding Bonds,2007,in the aggregate principal amount of $9,750,000 to provide funds 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 approving the sale of such bonds to Seattle-Northwest Securities Corporation,all in accordance with Ordinance No.5313 of the 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 amounts of not to exceed $10,000,000,$10,000,000 and $3,000,000,respectively (together,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 offered to purchase 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 (the "2007 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 2007 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 2007 Bonds to the Underwriter and the [mal principal maturity amounts,interest rates,bond insurance provisions,and redemption rights for the 2007 Bonds,all as set forth herein, 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. RESOLUTION NO.3912 Section 2.Authorization of Issuance and Sale of the 2007 Bonds.The issuance of the 2007 Bonds,designated as the "City of Renton,Washington Water and Sewer Revenue and Refunding Bonds,2007,"in the aggregate principal amount of $9,750,000,dated as of their date of delivery,is hereby approved.The 2007 Bonds shall be dated the date of their initial issuance and delivery;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 2007 Bonds;and 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 2009 $15,000 4.00% 2010 15,000 4.00 2011 15,000 4.00 2012 15,000 4.00 2013 20,000 4.00 2014 825,000 4.00 2015 850,000 4.00 2016 875,000 5.00 2017 930,000 5.00 2018 1,285,000 4.00 2019 1,240,000 4.00 2020 1,185,000 4.00 2021 1,215,000 4.00 2022 1,265,000 4.00 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 2007 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.Redemption.The 2007 Bonds 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 the Bond Registrar shall determine),at par plus accrued interest to the date of redemption. Section 4.Insurance. (a)Acceptance of Insurance.In accordance with the offer of the Underwriter to purchase the 2007 Bonds,the City Council hereby approves the commitment ofMBIA Insurance Corporation (the "Bond Insurer")to provide a bond insurance policy guaranteeing the payment when due of principal of and interest on the 2007 Bonds (the "Bond Insurance Policy").The -2-P:120584_JARI20584_252 07/10/22 RESOLUTION NO.3912 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. (1)In the event that,on the second business day,and again on the business day,prior to the payment date on the Bonds,the Bond Registrar has not received sufficient money to pay all principal of and interest on the 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 ofthe 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 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. (4)The Bond Registrar is hereby irrevocably designated,appointed,directed and authorized to act as attorney-in-fact for owners of the Bonds as follows: a.If and to the extent there is a deficiency in amounts required to pay interest on the 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 form 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 Bonds,the Bond Registrar shall (i)execute and deliver to the Insurance Paying Agent in form 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 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 -3-P:\20584_JAR\20584_252 07/10122 RESOLUTION NO.3912 shall be delivered only if payment from the Insurance Paying Agent is received),(ii)receive as designee ofthe 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 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 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 ofthis 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 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 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 Bonds,but only from the sources and in the manner provided herein for the payment of principal of and interest on the 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 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. -4-P:120584_JARI20584_252 07/10/22 RESOLUTION NO.3912 (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 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 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 Bonds are tendered or purchased for any purpose other than the redemption and cancellation or legal defeasance of such 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 2007 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 2007 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 finds that all conditions precedent to or concurrent with the acceptance of the Purchase Agreement by the City Council have been met. -5- RESOLUTION NO.3912 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 2007 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 2007 Bonds,in substantially the form of the Preliminary Official Statement dated October 17,2007; 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 2007 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 2007 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 2007 Bonds. -6-P:\20584_JAR\20584_252 07/10/22 RESOLUTION NO.3912 Section 11.Effective Date.This resolution shall be effective after its passage as provided by law. Passed October 22,2007. Attest: City Clerk Bonnie I.Walton Approved as to fonn and legality: K&L PRESTON GATES ELLIS LLP Bond Counsel to the City of Renton Attachment:Exhibit A -Bond Purchase Agreement -7- Keo1ker .,. P:\20584_JAR\20584_252 07/10/22 RESOLUTION NO.3912 EXHIBIT A Bond Purchase Agreement A-I RESOLUTION NO.3912 CERTIFICATE I,the undersigned,Clerk of the City of Renton,Washington (the "City"),DO HEREBY CERTIFY: 1.That the attached Resolution No.3912 (the "Resolution"),is a true and correct copy of a resolution of the City,as finally adopted at a regular meeting of the City Council of the City (the "City")held on the 22nd day of October,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 22nd day of October,2007 . ......,.~ City Clerk Bonnie 1.Walton P:120584_JARI20584_252 07/10/22