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HomeMy WebLinkAboutRES 2363 THE CITY OF RENTON, WASHINGTON. RESOLUTION NO. 2363 A RESOLUTION of the City Council of the City of Renton, Washington, expressing satisfaction with provision for sufficient supplemental funds or credit for the benefit of Local Improvement District No. 314 pursuant to Section VIII of Ordinance No. 3396, and authorizing and directing the execution by the City of agreements providing for such supplemental funds or credit. WHEREAS, by Ordinance No. 3396 (the "Ordinance") the City has created and established Local Improvement District No. 314 a pursuant to chapter 35. 43, Revised Code of Washington; and WHEREAS, Section VIII of the Ordinance provides in part as follows: " [N]o call for bids shall be issued unless and until there is, to the sole satisfaction of the City Council (expressed by a resolution passed by a majority thereof) , provision .for sufficient supplemental funds or credit for the benefit of the [local improvement] District [No. 314 of the City] to ensure the marketability of the warrants authorized and bonds provided for by Section V hereof" ; and WHEREAS, ,agreements satisfactory in form to the City Council and its bond counsel executed by Broadacres, Inc. , Glacier Park Company, and Metro Industrial District, .Incorporated, and by Seattle-Northwest Securities Corporation, have been tendered to the City to provide for sufficient supplemental funds or credit for the benefit of Local Improvement District No. 314 of the City to ensure the marketability of the warrants authorized and bonds provided for by. Section V of the Ordinance; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, as follows Section 1. The City Council of the City hereby expresses .. its satisfaction that provision for sufficient supplemental funds or credit for the benefit of Local Improvement District No. 314 of the City to ensure the marketability of the warrants authorized and bonds provided for by Section V of the Ordinance in the form of agreements tendered to the City by Broadacres, Inc. , Glacier Park Company, and Metro Industrial District, Incorporated, which f agreements have also been .executed by Seattle-Northwest Securities Corporation as underwriter pursuant to those agreements. , Section 2. The Mayor and City Clerk of the City are hereby authorized and directed to execute and- deliver on behalf of the City the agreements referred. to in Section 1, above, each in three counterparts, and to date the agreements the date of such execution. The City shall retain one counterpart of each agree- ment, another counterpart of each agreement shall be furnished to Seattle-Northwest Securities Corporation, and the last counter- part shall be delivered to the third signer of the respective agreements. The City Clerk is further directed to furnish a certified copy of each executed agreement together with a certified copy of this resolution to Roberts, Shefelman, Lawrence, Gay & Moch, bond counsel . to the City.' ADOPTED BY THE CITY COUNCIL this thirteenth day of October, 1980. DELORES A. 1,4EAD, City Clerk APPROVED by the. Mayor this 13th day of October, 1980. BARBARA Y. SHINPOCH, Mayor _ Approved as to form: LAWRENCE J. WARREN, City Attorney -2- I, .DELORES A. MEAD, City Clerk of the City of Reizton r Washington, hereby certify that the attached copy of Resolution No. 2363 is a true and correct copy of the original resolution adopted on the 13th day of October, 1980 , as that resolution appears on the Minute Book of the City. DATED this / day of Db fc 1- , 1980. ' o�i�s�sJ �2.e-�� DELORES A. -MEAD, Ci y Clerk. t ' I CAG 058-80 AGP.LEt•IF.,NT 1 . Parties: A. City -of Renton ( the "City" ) , a Code city and municipal corporation of the State of Washington, whose address for purposes hereof is Municipal Building , 200 Mill Avenue South, Renton, Washington 98055; B. ; Glacier Park Company (with its successors and assigns "Glacier" ) , a Minnesota corporation, whose address for purposes hereof is 176 East Fifth Street, St. Paul , Minnesota 55101 ; . C. Seattle-North'w•est Securities Corporation (with its succes- sors and assigns "Seattle-Northwest" ) , a Washington corpo- ration, whose address for purposes hereof is 1000 hogan Buildi.ng , Fifth, and Union, Seattle, Washington 98104 ; 2 . . Definitions: A. :. "Bonds" means the local improvement district bonds pro- for in Section V of the Ordinance. B. "Bond Fund" means the "Local Improvement Fund , District No. 314 " created and established in the office of the City Finance Director .by Section VII of the Ordinance. C. "District" means the City of Renton Local Improvement District No. 314 . D. "Improvements" means those improvements ordered to be installed and constructed by Section I of the Ordinance, details of which may be modified to the "extent that, as provided in Section I of the Ordinance, the City Council of the City may in its judgment deem advisable provided such modifications do not substantially alter the plan of such improvements. E. "Letter of Credit" means each letter of credit issued and to be issued pursuant to Section 4A of this agreement, and otherwise in form satisfactory to counsel to the City. F. !"Ordinance" means' Qrdinance No. 3396 of the City passed and approved January 14 , 1980. G. "Percentage" means twice the net effective ( to the City) interest rate to be borne by the Bonds as determined by ` the offer by Seattle-Northwest Pursuant to Section 4 .B. hereof. 3. . . Facts: A. 'The City, by the Ordinance, has created and established the District pursuant to chapter 35. 43, Revised Code of Washington. Section VIII of . the -Ordinance provides in part . as follows: " (Njo call for bids. shall be issued unless and unH1. there is to thc� :; , , s • .c I ,�t . faction oC t)lce City Council ( expressed by a rc'soluti.on passed b a majority thereof) , provision for sufficient su pple- mental, funds or credit for 'the benofit: of the } (Local ,Improvement) District. No. 3 ( 14 of the City) to insure the. marketabi. lity of the warrants author- t; ized and bonds provided for by Section V rid [ hereof. " B. The purpose of this agreement required by `the City by reason loftthat oportion vide eofJsutheance Ordinance quoted in subsection 3A of this agreement, above, and at the same time provide assurance of market- ability of the Bonds, without which assurance Seattle- to would be offer . unwilling to agree to make a bona fide offer to purchase the Bonds. . 4 • Agreements and_ Undertaking s: In consideration of the ing follmuruow- 'follows : l agreements and undertakings, the parties hereto agreeasfollows : A. Issuance of Letters of Credit Glacier shall cause to be issued by a United States national banking association. no later than forty ( 40 ) days following.. confirmation by the City Council of the assess- Ment roll for the District an irrevocable Letter of Credit in an amount equal - to ( but which is permitted to be more than) the Percentage applied to the then unpaid balance of the assessment upon property owned by Glacier of at least one ear but for a term yin any event renewable through the sixth (6th) anniversary of the date of the Bonds, in favor of "City of Renton for the account of Local Improve- ment Fund, District No. 314 " as beneficiary which shall provide that the ,only documents against which payment is to be made shall be a draft of the City and each of which a certificate, shall be signed by the City Finance Director F or his successor, in the certificate certifying a following: ny of the i . There is a delinquency in' an assessment or part thereof . for the District upon property owned by Glacier at the- time of such delinquency, or 1 . 5 There remain twenty (20) or less calendar days of the remaining. term of the subject Letter of s Creditp [exce t that this condition ii. shall . : not apply during or after the last twenty Y (20 ) days of the six ( ) year term specified above) . In the event that any Letter of Credit is issued for term expiring sooner than that required above, Glacier shall cause to be renewed or replace such respective Letter of Credit no later than twenty days prior to the expiration of their respective Letter of Credit then outstanding. Reduction of the amount of arty Letter of Credit shall be effected only by pro rata reduction in the form of a' 2 _ Y replacement Letter of Credit for a letter of Credit ArJcYi. nst w};iei, no dr.oft has by then been pref entc,c?, an.? no such reduction shall reduce the cumulative amount of the -` Outstanding j-«ttcr of Credit of Glacier to lass than the Percentage of the unpaid aggregate principal balance Of District assessments upon land within the District owned- by Glacier. B. Purchase and Sale of the Bonds Seattle-Northwestcovenants and agrees to present to the City on or before forty-five ( 45 ) days following confi.rma tion by the City Council of ( 45 ) assessment roll for the : District a bona fide offer to ure the following terms and conditionshase the Bonds under i. The purchase price shall bear, interest to the date of delivery.plus accrued . ii. The Bonds shall be term or serial bonds, having a last maturity seventeen years .from the , dated date. The Bonds shall be bearer coupon bonds in the I amount of $5,000 each, except for Bond No, 1 which may be a different denomination, the total principal amount of which shall be the maximum lawful amount the City may issue under applicable law, reduced only by such -amount as may be necessary to assure, in the opinion of Roberts, Shefelman, Lawrence, Gay & Moch, the exemption of in on .the Bonds from federal income taxation. iv. Receipt of an unqualified approving legal opinion of Roberts, Shefelman, Lawrence, Gay & Moch with respect to the validity of the i Bonds and that interest in the Bonds is exempt from federal income taxation dated the date of delivery of the Bonds. V. Receipt of a signature identification and no-litigation certificate in usual .form ' executed by the City Clerk and dated the date of delivery of the Bonds. Vi. That the Letters. of Credit requested •to be issued pursuant to this agreement are issued, outstanding, . and held by. the City. i , vii. Passage by the City of an oz�dinance• authoriz- ing the issuance of the Bonds. in conformity with law and this agreement, which shall pro- vide in addition for copies of all notices of call of the Bonds- prior to maturity to be furnished to Seattle-Northwest contemorane- ously with p publication thereof. J i 3 • t. . viii . The Bonds shall be printed and delivered to Seattle-Nortt• west. , and bond counsel ' s opinion furnished, all at the City ' s expense, within 60' days of expiration of the statutory pre- payment period applicable to the assessment roll for the District, but the date of delivery of the Bonds to Seattle-Northwest may by agreement by and between the City and Seattle-Northwest only, extend the date of delivery an additional 30 days,. ix. , The Bonds shall bear an interest rate to be negotiated between the City and Seattle- Northtirest at the expiration of the statutory prepayment period referred to in viii , above. x. Such terms and conditions as shall at the time for making such offer be usual or appropriate in the underwriting industry applicable to the Seattle, Washington area. xi . The timelyissuance of the Letter of Credit. xii . Such other terms and conditions as Seattle- Northwest may reasonably require to assure the marketability of the Bonds. C. Option of the City to Accelerate Foreclosure The City .shall have the right and option, but under no -circumstances shall the City be bound in law or equity to exercise such right and option, to accelerate and foreclose as may... now or hereafter be provided 'by law, immediately upon .delinquency in payment of any principal installment of any assessment. for the District, and interest thereon, or as soon thereafter as may now or hereafter .be permitted by law, as to which time and the City' s right to exercise its right to accelerate such foreclosure without obligation to do so are of the essence. No exercise of this right or option shall, if subsequently held to be invalid, act as an election on the part of the City barring it from other- wise proceeding at law or in equity to foreclose in any other .manner or .at any other time or times whatsoever. 5. Notices: Any and all notices, demands, or other communications between the parties hereto, which shall not include any demand or .F. presentment under or pursuant to any Letter of Credit, shall be effective only if in writing •and when received at the address of .the addressee at its address first above set forth, except that any party may by notice so given furnish notice that a different address shall thenceforth apply to it for receipt of notice. 6. Waiver of Subroaationi '' Glacier hereby irrevocably waives any right of subrogation whatsoever in or to any legal or equitable right the City may. now or hereafter have against any person whose property is• within- the District and subject to its assessments, arising out of or under any payment made or to be made pursuant to any Letter of Credit. . The failure or refusal of the City to enforce any right' against. Glacier, or. any Letter of Credit, shall s. ! 4 -. " trot bar or _onstitute any defense , offset or counterclaim to any action by the City hereunder, under any• Letter of. Credit , or under any power or authority the City may now or hereafter have . �'. Amendments: .' This agreement may be amended only in writing by all parties hereto. provided such amendment is fully executed and delivered prior to issuance of the Bonds. Thereafter, the holders of the Bonds shall be deemed to be parties hereto for purposes of this agreement until expiration or exhaustion by. exercise of the last Letter of. Credit outstanding . DATED this I day of .' Oero be 1, , 1980. CITY OF . RENTON IIy �jc�,�-Q� w S1•� �- Its Mayor ! ATTEST:-, Its City Clerk GLACIER PARK COMPANY r y i „Y By .. ,....��... , President • �' —'•" "~ � .✓tom'" xNlin3'st y�. �;c;�Mr. ATTEST: .t Its ASSISUuit 5ecre aWy SEATTLE-NORTHWEST SECURITIES CORPORATION B . Y to Its President And by ti Its Secretary - 5 - [NATIONAL BANK LETTERHEAD] City of Renton Date: Municipal Building 200 Mill Avenue South Each draft drawn relative hereto Renton, Washington 98055 must be marked: "Drawn Under Credit Number: We hereby open in favor of the City of Renton for the account of Local Improvement Fund, District No. 314, our irrevocable credit number for the account of Glacier Park Company for a sum not exceeding a total of $ available by your draft at sight on us signed by your Finance Director or his successor accom panied by the original of this Letter of Credit and a certificate signed by the Finance Director or his successor either that: i. There is a delinquency in an assessment or part thereof for the District upon property owned by Glacier Park Company at the time of such de- linquency, or ii . There remain twenty (20) or less calendar days of the remaining term of the subject Letter of Credit [except that this condition ii. shall not apply during or after the last twenty (20) days of the six (6) year term specified in the agree- ment. to which this form is attached] . We hereby agree to honor each draft drawn under and in compli- ance with the terms of this Credit, if duly presented together with the document( s) specified at this office on or before 19 Yours very truly, [Name of Bank] By Authorized Signature This Credit is subject to the "Uniform Customs and Practice for Documentary Credits ( 1974 Revision) , International Chamber of Commerce Publication No. 290." CERTIFICATION October 14, 1980 STATE OF WASHINGTON) ). ss. COUNTY OF KING ) ., I, DELORES A. MEAD, duly appointed, qualified and acting City Clerk' of and for the City of Renton, King County, Washington, do hereby certify that the attached copy of Supplemental Funds or Credit Agreement, C.A.G. 058-80 , is a true and correct.'copy of the original agreement as it appears on file in the records of the office of the City Clerk in said City and as same was duly authorized by Resolution No. 2363 regularly adopted, passed and approved by. the City. Council on the 13th day of October, 1980. -. IN WITNESS WHEREOF,` I hereunto set my hand and the Official Seal of the City of Renton, Washington this 10th day of .January,, 1980. •n (Seal:-'. Delores A. Mead, City Clerk "` .- CAG 059-80 AGREEMENT 1 . Parties: A.' City of Renton (the "City") ,. a Code city and municipal corporation of the State of Washington, whose address for purposes hereof is Municipal Building, 200 Mill Avenue South, Renton, Washington 98055; B. Metro Industrial District, Incorporated (with its succes- sors and assigns "Metro") , a Washington corporation, also known or doing business' as "Valley Office and Industrial Park, Inc. ", whose address for purposes hereof is 800 S. W. 16th Street, Renton, Washington 98055; C. Seattle-Northwest Securities Corporation (with its succes- sors and assigns "Seattle-Northwest" ) , a Washington corpo- ration, whose address for purposes hereof is 1000 Logan Building, Fifth and Union, Seattle, Washington 98104; 2. Definitions: A. "Bonds" means the local improvement district bonds pro vided for in Section V of the Ordinance. B. "Bond Fund" means the "Local Improvement Fund, District No. 314" created and established in the office of the City Finance Director by Section VII of the Ordinance. C. "District" means the City of Renton Local Improvement District No. 314. D. "Improvements" means those improvements ordered to be installed and constructed by Section I of the Ordinance, details of which may be modified to the extent that, as provided in Section I of the Ordinance, . the City Council of the City may in its judgment deem advisable provided such modifications do not substantially alter the plan of such.. improvements. E. "Letter of Credit" means each letter of credit issued and to be issued pursuant to Section 4A of this agreement, . and otherwise in form satisfactory to counsel to the City. F.," "Ordinance" means Ordinance No. 3396 of the City passed and approved January 14•, 1980. G. "Percentage" means twice the net effective ( to the City) interest rate to be borne by the Bonds as determined by the offer by Seattle-Northwestursuan P t to Section 4 .B. hereof. i . Facts: A. The City, by the Ordinance, has created and established the District pursuant to chapter 35.43, Revised Code of Washington. Section VIII of the Ordinance provides in Part as follows: [N] o call for bids shall be issued unless and until there is,-. to the sole satisfaction of the City Council ( expressed by a resolution passed by a majority thereof) , provision for sufficient supple- mental funds or credit for the benefit of the [Local Improvement] District [No. 314 of the City] to insure the marketability of the warrants author- ized and bonds provided for by Section V hereof. " B. The purpose of this agreement is to provide the assurance required by the City by reason. of that portion of the Ordinance quoted in subsection 3A .of this agreement, above, and at the same time provide assurance of market- ability of the Bonds, without which .assurance Seattle- Northwest would be unwilling to agree to make a bona fide offer to purchase the. Bonds. 4 Agreements and Undertakings: In consideration of the follow- ing mutual agreements and . undertakings, the parties hereto agree as follows: A. Issuance of Letters of Credit Metro shall cause to* be issued by a United States national banking association no later than forty (40 ) days following confirmation by the City Council of the assess- ment roll for the District an irrevocable Letter of Credit in an amount equal to (but which is permitted to be more than) the Percentage applied to the then unpaid balance of the assessment upon property owned by Metro for a term of at least one year but in any event renewable through the sixth (6th) anniversary of the date of the Bonds, in favor Of "City of Renton. for the account of Local Improvement Fund, District No. . 314" as beneficiary which shall provide that the only documents against which payment is to be made shall be a draft of the City and a certificate, each of which shall be signed by the City Finance Director or his successor, in the certificate certifying any of the following: i . There is a delinquency in an assessment or part thereof for the District upon property owned by Metro at the time of such .delinquency, or ii. There remain twenty (20) or less calendar days of the remaining term of the subject Letter of Credit [except that this condition ii. shall not apply during or after the last twenty (20 ) days of the six (6 ) year term specified above] . In the event that. any Letter of Credit is issued for a term expiring sooner than that required above, Metro shall cause to be renewed or replace such respective Letter of Credit no later than twenty days prior to the expiration of their respective Letter of Credit then outstanding. Reduction of the amount of any Letter of Credit shall be effected only by pro rata reduction in the form of a - 2 - replacement Letter of Credit for a Letter of Credit against which no draft has by then been presented, and no such reduction shall reduce the cumulative amount of the outstanding Letter of Credit of Metro to less than the Percentage of the unpaid aggregate principal balance of District assessments upon land within the District owned by Metro. B. Purchase and Sale of the Bonds Seattle-Northwest covenants and agrees to present .to the City on or before forty-five (45) days following confirma- tion by the City Council of the assessment roll for the District a bona fide offer to purchase the Bonds s under the following terms and conditions: i. The purchase price shall be par, plus accrued interest to the date of delivery. ii.. The Bonds shall be term or serial bonds, having a last maturity seventeen years from the dated date. The Bonds shall be bearer coupon bonds in the ' amount of $5,000 each, except for Bond No. 1 which may be a different denomination, the total principal amount of which shall be the maximum lawful amount the City may issue under applicable law, reduced only by such amount as may b� e y necessary to assure , in the opinion o f Roberts, P S hefelman, Lawrence, .G ay & Moch, the exemption of interest on the `. Bonds from federal income taxation. iv. Receipt of an unqualified approving legal Op inion of Roberts, Shefelman, Lawrence, Gay & Moch with respect to the validity of the Bonds and that int'erest in the Bonds is exempt from federal income taxation dated the date of delivery of the Bonds. v. Receipt of a signature identification and no-litigation certificate in usual form executed by the City Clerk and dated the date of delivery of the Bonds. Vi. That the Letters of Credit requested to be . issued pursuant to this agreement are issued, outstanding, and held by the City. vii. Passage by the City of an ordinance authoriz- ing the issuance of the Bonds in conformity with law and this agreement, which shall pro- vide in addition for copies of all notices of call of the Bonds prior to maturity to be furnished to Seattle-Northwest contemporane- ously with publication thereof. 3 - viii. The Bonds shall be printed and delivered to Seattle-Northwest, and bond counsel 's opinion furnished, all at the City ' s expense, within 7 . 60 days of expiration of the statutory pre- payment period applicable to the assessment roll for the District, but the date of delivery of the Bonds :to Seattle-Northwest may by agreement by and between the' City and Seattle-Northwest only, extend the date of delivery an additional 30 days. ix. The Bonds shall bear an interest rate to be , negotiated between the City and Seattle- Northwest at. the .expiration of the statutory ' prepayment period referred to in viii , above. x. Such terms and conditions as shall at. the time for making such offer be usual or appropriate in the underwriting industry applicable to the Seattle, Washington area. xi. The timely issuance of the Letter of Credit. xii. Such other terms and conditions as Seattle- : 'Northwest may reasonably require to assure the marketability of the Bonds. C. Option of the City to Accelerate Foreclosure The City shall have' the right and option, but under no circumstances shall the City be bound in law or equity to exercise such right and option, to accelerate and foreclose as may now or hereafter be provided by law, immediately upon delinquency in payment of any principal installment of any assessment for the District, and interest thereon, or as soon thereafter as may now or hereafter be permitted by law, as to which time and the City' s right to exercise tr its right to accelerate such foreclosure without obligation to do so are of the essence. No exercise of this right or option shall, if subsequently held to be invalid, act as an election on the part of the City barring it from other- wise proceeding at law or in equity to foreclose in any other manner or at any other time or times whatsoever. 5. Notices: Any and all notices, demands, or other communications between the parties hereto, which shall not include any demand or presentment under or pursuant to any Letter of Credit, shall be effective only if in writing and when received at the address of the addressee at its address first above set forth, except that any party may by notice so given furnish notice that a different address shall thenceforth apply to it for receipt of notice. 6. Waiver of Subrogation:: Metro hereby irrevocably waives any right of subrogation whatsoever in or to any legal or equitable right the City may now or hereafter have against an 9 y person whose property is within the District and subject to its assessments, arising out of or under any payment made or to be made pursuant to any Letter of Credit. The failure or refusal of the City to enforce any right against Metro, .or';.any Letter of Credit, shall not bar or - 4 - constitute any defense, offset or counterclaim to any action by the City hereunder, under any Letter of Credit, or under any power or authority the City may now or hereafter have. 7 . Amendments: This agreement may be amended only in writing by all parties hereto provided such amendment is fully executed and delivered prior to issuance of the Bonds. Thereafter, the holder's of the Bonds shall be' deemed to be parties hereto for purposes of this agreement until expiration or exhaustion by exercise of the last Letter of Credit outstanding. DATED this _� r� day of pcfp in e_ a. , 1980. CITY OF RENTON B } tl�__ ff,, S�, u , ' n Its Mayor ATTEST: 222 zd�d, Lts'•,City Clerk METRO INDUSTRIAL DISTRICT, INCORPORATED By Its President And b Its Secretary ATTEST: Its Secretary SEATTLE-NORTHWEST SECURITIES CORPORATION Its President And by Its Secretary - 5 - [NATIONAL BANK LETTERHEAD) City of Renton Date: Municipal Building .. 200 Mill Avenue South Each -draft drawn relative hereto Renton, Washington 98055 must be marked: "Drawn Under Credit Number: " r We hereby open in favor of the City of Renton for the account of Local Improvement Fund, District No. 314, our irrevocable credit number for the account of Metro Industrial District, Incorporated, for a sum not exceeding a total of $ avail- able by .your draft at sight on us signed by your Finance Director or his successor accompanied by the original of this Letter of Credit and a certificate signed by the Finance Director or his successor either that: i . There is a delinquency in an assessment or part thereof for the District upon property owned by Metro Industrial District, Incorporated, at the y time of such delinquency, or ii . There remain twenty ( 20) or less calendar days of the remaining term of the subject Letter of Credit [except that this condition ii. shall not apply during or after the last twenty ( 20) days of the six (6) year term specified in the agree- ment to which this form is attached] . We hereby agree to honor each draft drawn under and in compli- . . ance with the terms of this Credit, if duly presented together with the document(s) specified at this office on or before , - . 19 Yours very truly, [Name of Bank] By Authorized Signature This Credit is subject to the "Uniform Customs and Practice for Documentary Credits ( 1974 Revision) , International Chamber of Commerce Publication No. 290 ." II y CERTIFICATION October 14, 1980 STATE OF .WASHINGTON) COUNTY OF KING ) i I, DELORES A. MEAD, . duly appointed, qualified and acting City Clerk of and for the City of Renton, King County, Washington,' do hereby certify that the attached copy of Supplemental Funds or Credit Agreement, C.A.G. 059-80 , is a true and correct copy of the original agreement as it appears on file in the. records of the office of the City Clerk in said City and as same was duly authorized by Resolution No. 2363 regulary adopted, passed and approved by the City.Council on the 13th day of October, 19 80. IN WITNESS WHEREOF, I hereunto set my hand and the Official Seal of the, City of Renton, Washington this ' 10th day ' of ' January,. 19 80. (Seal) 7 LaZ De ores A. Mead -Cyt y Clerk CAG 060-80 AGREEMENT 1 .. Parties: A. City of Renton ( the "City") ,; a Code city and municipal corporation of the State of Washington, whose address for purposes hereof is Municipal Building, 200 Mill Avenue South, Renton, Washington 98055; B. Broadacres, Inc. (with its successors and assigns "Broad- acres" ) , a Washington corporation, whose address for pur- poses hereof, is 653 Skinner Building , Seattle, Washington 98101; C. Seattle-Northwest Securities Corporation (with its succes- sors and assigns "Seattle-Northwest" ) , a Washington corpo- ration, whose address for purposes hereof is 1000 Logan Building, Fifth and Union, Seattle, Washington 98104; 2. Definitions: A. "Bonds" means the local improvement district bonds pro- vided for in Section V of the Ordinance. B. "Bond Fund" means the "Local Improvement Fund, District No. 314" created and established in the office of the City Finance Director by Section VTI of the Ordinance. C. "District" means the City of Renton Local Improvement District No. 314. D. "Improvements" means those improvements ordered to be installed and constructed by Section I of the Ordinance, details of which may be modified to the extent that, as provided - in Section I of the Ordinance, the City Council of the City may in its judgment deem advisable provided such modifications do not substantially alter the plan of such improvements. E. "Letter of Credit" means each letter of credit issued and to be issued pursuant to Section 4A of this agreement, and otherwise in form satisfactory to counsel to the City. ; F. "Ordinance" means Ordinance No. 3396 of the City passed and approved January 14 , 1980. 6. "Percentage" means twice the net effective (to the City) interest rate to be borne by the Bonds as determined by the offer by Seattle-Northwest- pursuant to Section 4 .B. hereof. 3. Facts: A. The City, by the Ordinance, has created and established the District pursuant to chapter 35.43, Revised Code of Washington. Section VIII of the Ordinance provides in part as ,follows: " N o call for bids shall be issued unless and until there is,'- to the sole satisfaction of the City Council ( expressed by a resolution passed by a majority thereof) , provision for sufficient supple- mental funds or credit for the benefit of the [Local Improvement] District [No. 314 of the City] to insure the marketability of the warrants author- ized and bonds provided for by Section V hereof. " B. The purpose of this agreement is to provide the assurance required by the City by reason of that portion of the Ordinance quoted in subsection 3A of this agreement, above, . and at the same time provide assurance of market- ability of the Bonds, without which assurance Seattle- Northwest would be unwilling to agree to make a bona fide offer to purchase the Bonds. 4.. Agreements and Undertakings: In consideration of the follow- ing mutual agreements and undertakings, the parties hereto agree as follows: A. Issuance of Letters of Credit Broadacres shall cause to be issued by a United States national banking association no later than forty (40 ) days following confirmation by the City Council of the assess- ment roll for the District an irrevocable Letter of Credit in an amount equal to .(but which is permitted to be more than) the Percentage applied to the then unpaid balance of the assessment upon property owned by Broadacres for a term of at least one year but in any event renewable through the sixth (6th) anniversary of the date of the Bonds, in favor of "City of Renton for the account of Local Improvement Fund, District No. 314" as beneficiary which shall provide that the only documents against which payment is to be made shall be a draft of the City and a certificate, each of which shall be signed by the City Finance Director or his successor, in the certificate certifying any of the following: i. There is a delinquency in an assessment or part thereof for the District upon property owned by Broadacres at the time of such delinquency, or ii. There remain twenty (20) or less calendar days of the remaining term of the subject Letter of Credit [except that this condition ii. shall not apply during or after the last twenty (20 ) days of the six (6) year term specified above] . In the event that ' any Letter of Credit is issued for a term expiring sooner than that required above, Broadacres shall cause to be renewed or replace such respective Letter of Credit no later than twenty days prior to the expiration of their respective Letter of Credit then outstanding. Reduction of the amount of any Letter of Credit shall be effected only by pro rata reduction in the form of a replacement Letter of Credit for a Letter of Credit against which no draft has by then been presented, and no such reduction shall reduce the cumulative amount of the outstanding Letter of Credit .of Broad-acres to less than the Percentage of the unpaid aggregate principal balance of District assessments upon land within the District owned by Broadacres. B. Purchase' and Sale of the Bonds Seattle-Northwest covenants and agrees to present to the City on or before forty-five (45) days following confirma- tion by the City Council of the assessment roll for the District a 'bona fide offer to purchase the Bonds under the following terms and conditions: i. The purchase price shall be par, plus accrued interest to the date of delivery. ii. The Bonds shall be term or serial bonds, having a last maturity seventeeny ears from the dated date. The Bonds shall be bearer coupon bonds in the amount of $5,000 each, except for Bond No. 1 . which may be a different denomination, the total principal amount of which shall be the maximum lawful amount the City may issue under applicable law, reduced only by such amount as may be necessary to assure, in the opinion of ,Roberts, Shefelman, Lawrence, Gay & Moch, the exemption of interest on the Bonds from federal income taxation. iv. Receipt of an unqualified approving legal opinion of Roberts, Shefelman, Lawrence, Gay & Moch with respect to the validity of the Bonds and that interest in the Bonds is I exempt from federal income taxation dated the date of delivery of the Bonds . v. Receipt of a signature identification and no-litigation certificate in usual form executed by. the City Clerk and dated the date of delivery of the Bonds. vi. That the Letters of Credit requested to be issued pursuant. to this agreement are issued, outstanding, and held by the City. I vii. Passage by the City of an ordinance authoriz- ing the issuance of the Bonds in conformity with law and this agreement, which shall pro- ? vide in addition for copies of all notices of call of the Bonds prior to maturity to be furnished to Seattle-Northwest contemporane- ously with publication thereof. viii . The Bonds shall be printed and delivered to i Seattle-Northwest, and bond counsel ' s opinion - 3 - J furnished, all at the City' s expense, within 60 days of expiration of the statutory pre- payment period applicable to the assessment roll for the District, but the date of delivery of the Bonds to Seattle-Northwest, may by agreement by and between the City and Seattle-Northwest only., extend the date of delivery an additional 30 days. ix. The Bonds shall bear an interest rate to be negotiated between the City and Seattle- Northwest at the expiration .of the statutory prepayment period referred to in viii, above. x. Such terms and conditions as shall at the time for making such offer be usual or appropriate in the underwriting industry applicable to the Seattle, Washington area. xi . The timely issuance of the Letter of Credit. xii. :Such other terms and conditions as Seattle- Northwest may reasonably require to assure ' the marketability of the Bonds. C. Option of the City to Accelerate Foreclosure The City shall have the right and option, but under no circumstances shall the City be bound in law or equity to exercise such right and option, to accelerate and foreclose as may now or hereafter be provided by law, immediately upon delinquency ,in payment of any principal installment of any assessment for the District, and interest thereon, or as soon .thereafter as may now or hereafter be permitted by law, as to which time and the City' s right to exercise its right to accelerate such foreclosure without obligation to do so are of the essence. No exercise of this right or option shall, if subsequently held to be invalid, act as an election on the part of the City barring it from other- wise proceeding at law or in equity to foreclose in any other manner or at any other time or times whatsoever. 5. Notices: Any and all notices, demands, or other communications between the parties hereto, which shall not include any demand or presentment under or pursuant to any Letter of Credit, shall be effective only if in writing and when received at the address of the addressee at its address first above set forth, except that any party may by notice so given furnish notice that a different address shall thenceforth apply to it for receipt of notice. 6. Waiver of Subro ation: R Broadacres hereby irrevocably waives any right of subrogation whatsoever in or to any legal or equitable right the City may now or hereafter have against any person whose property is within the District and subject to its assessments, arising out of or under any payment made or to be made su any Letter of Credit. The failure or refusal of the Cityrtoant to enforce any right against Broadacres, or any Letter of Credit shall not bar or constitute any defense, offset or counterclaim to any action by the City hereunder, under any Letter of Credit, or under any power or authority the City may now or hereafter have. - - 4 - 7 . Amendments: This agreement may be amended only in writingby all parties hereto provided such amendment is fully executed ad delivered Prior to issuance of the Bonds. Thereafter,er, the holders of the Bonds shall be deemed to be parties hereto for purposes of this agreement until expiration or exhaustion by exercise - of the . last Letter of Credit outstanding. DATED this 14-r- day of b h , 1980. CITY OF RENTON ' B y Its Mayor ATTEST: Its City G-lerk `• BROADACRES, . INC. By Iesideri And by Vtig�'8 ecret'ary t. SEATTLE-NORTHWEST SECURITIES CORPORATION By Its President And by ., Its Secretary = 5 r [NATIONAL BANK LETTERHEAD] City of Renton Date: Municipal Building 200 Mill Avenue South Each draft drawn relative hereto Renton, Washington 98055 must be marked: "Drawn Under Credit Number: We hereby open in favor of the City of Renton for the account of Local Improvement Fund, District No. 314, our irrevocable credit .. . number for the account of Broadacres, Inc. , for a sum not exceeding a total of $ available by your draft at sight on us signed by ,your Finance Director or his successor accom- panied by the original of this Letter of Credit .and a certificate Signed by .the Finance Director or his successor either that: i. There is a delinquency in an assessment or part thereof for the District upon property owned by Broadacres, Inc. , at the time of such delinquency, or There remain twenty (20) or less calendar days of the remaining term of the subject Letter of Credit [except that this condition ii . shall not apply during or after the last twenty ( 20) days of the six (6) year term specified in the agree- ment to which this form is attached] . We hereby agree to honor each draft drawn under and in compli- ance with the terms of this Credit, if duly presented together with the document(s) specified at this office on or before 19 Yours very truly, [Name of Bank] By Authorized Signature This Credit is subject to the "Uniform Customs and Practice for Documentary Credits ( 1974 Revision) , International Chamber of Commerce Publication No. 290." z . CERTIFICATION October 14, 1980 STATE OF WASHINGTON); ;:` ss. COUNTY OF KING ) I, DELORES A. MEAD, duly appointed, qualified and acting City Clerk of and for the City of Renton, King County, Washington, do hereby certify that the attached copy of Supplemental Funds or Credit Agreement, C.A.G. 060-80 , is a true and correct copy of the original agreement as it- appears on file in the records of the office of the City Clerk in . said City and as same was duly authorized by Resolution No. 2363 regulary adopted, passed and approved by the City; Council on the 13th day of October, 19 80. IN WITNESS WHEREOF, I hereunto set my hand and the Official Seal of the ' City of Renton, Washington this 10th day of January, .1980. (Seal) ' Delores A. Me d, City Clerk