HomeMy WebLinkAboutSeattle Northwest Securities Corporation (SNW)
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AMEN
ONNSNW
November 29, 2010 -
City of Auburn
25 West Main Street
Auburn, Washington 98001
Re: City of Auburn, Washington
$6,790,000 Utility System Revenue Bonds, Series 2010A (the "2010A Bonds")
$14,505,000 Utility System Revenue Bonds, Series 2010B (Taxable Build America Bonds - Direct
Payment) (the "2010B Bonds")
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 Auburn, 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 2010A Bonds and 2010B Bonds (together, the "Bonds")
shall be authorized by Ordinance No. 6335 passed by the Mayor and City Council of the Issuer on
November 29, 2010 (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 the Municipal Securities Rulemaking Board or any
successors to its functions (the "MSRB"). Until otherwise designated by the MSRB or the
Securities and Exchange Commission ("SEC"), any information or notices submitted to the MSRB
in compliance with the Rule are to be submitted through the MSRB's Electronic Municipal
Market Access system ("EMMA"), currently located at www.emma.msrb.org. The Ordinance
and this Purchase Agreement are collectively referred to herein as the "Documents."
Honorable Mayor and City Council
City of Auburn, Washington
Utility System Revenue Bonds, Series 2010A
Utility System Revenue Bonds, Series 2010B (Taxable Build America Bonds - Direct Payment)
November 29, 2010
Page 2
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 $6,790,000 principal amount of 2010A Bonds and
$14,505,000 principal amount of 2010B 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
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 17, 2010 and which describes
the Issuer and the Bonds (the'."POS").
4. Offering
The Underwriter agrees to make a bona fide 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.
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 insufficient time to permit
the Underwriter to comply with the provisions of the Rule and with all applicable rules
of the MSRB.
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 251h 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
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Honorable Mayor and City Council
City of Auburn, Washington
Utility System Revenue Bonds, Series 2010A
Utility System Revenue Bonds, Series 2010B (Taxable Build America Bonds Direct Payment)
November 29, 2010
Page 3
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;
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, ordinance 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;
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Honorable Mayor and City Council
City of Auburn, Washington
Utility System Revenue Bonds, Series 2010A.
Utility System Revenue Bonds, Series 2010B (Taxable Build America Bonds - Direct Payment)
November 29, 2010
Page 4
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, td 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.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 2010A_ Bonds from"gross income for, federal income tax purposes, or .the Issuer's
qualification for a credit pursuant to Section 6431 of-the Internal Revenue Code of 1986,
as amended (the "Code"),. on account of the 20108 Bonds;-.(iv) contesting the
completeness or accuracy of the POS or the Final Official Statement; or (v) to the actual
knowledge of the Issuer, there is no reasonable basis for any action, proceeding, inquiry
or investigationbf 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,accountirig standards applicable to the 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-hot, 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
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`I
Honorable Mayor and City Council
City of Auburn, Washington
Utility System Revenue Bonds, Series 2010A
Utility System Revenue Bonds, Series 2010B (Taxable Build America Bonds - Direct Payment)
November 29, 2010
Page 5
made with respect to information within the POS or the Final Official Statement relating
to DTC, the book entry system, 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, any one 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
services; 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
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,the 2010A
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
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Honorable Mayor and City Council
City of Auburn, Washington
Utility System Revenue Bonds, Series 2010A ,
Utility System Revenue Bonds, Series 2010B (Taxable Build America Bonds - Direct Payment)
November 29, 2010
Page 6
regulation by the SEC 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
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 restrictions 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 SEC, 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 5(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
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Honorable Mayor and City Council
City of Auburn, Washington
Utility System Revenue Bonds, Series 2010A
Utility System Revenue Bonds, Series 2010B (Taxable Build America Bonds - Direct Payment)
November 29, 2010
Page 7
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.
Notwithstanding the foregoing, if an event described in paragraph 7(e) should occur, this
Purchase Agreement will not terminate with respect to the 2010B Bonds, although it may
terminate with respect to the 2010A Bonds.
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 series
and 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 the Issuer, at or prior to the 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.
The closing of each series of the Bonds is not contingent upon the closing of the other series of the
Bonds.
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Honorable Mayor and City Council
City of Auburn, Washington
Utility System Revenue Bonds, Series 2010A
Utility System Revenue Bonds, Series 2010B (Taxable Build America Bonds - Direct Payment)
November 29, 2010
Page 8
9. Fees and Expenses
The Issuer will pay the cost of preparing, printing and executing the Bonds; the fees and
disbursements of Bond Counsel; bond registration and rating fees and expenses; the cost of
printing and distributing the POS`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 POS 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 Issuerthe 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 govemed,6y 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 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.
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Honorable Mayor and City Council
City of Auburn, Washington
Utility System Revenue Bonds, Series 2010A
Utility System Revenue Bonds, Series 2010B (Taxable Build America Bonds - Direct Payment)
November 29, 2010
Page 9
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
Director or other authorized official of the Issuer at 25 West Main Street, Auburn,
Washington, 98001; 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
By:
Lindsay A. Sovde, Senior Vice President
Accepted November 29, 2010
CITY AUBURN, S TON
By.
Peter B. Lewis, Mayor Time Signed
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EXHIBIT A
FINAL PRICING NUMBERS
BOND DEBT SERVICE
City of Auburn
Utility System Revenue Bands, 2010
FINAL NUMBERS
Period Annual
Ending Principal Coupon Interest - Debt Service- Debt Service
06/01/2011 532,786.01 532,786.01
12/01/2011 577,719.78 - 577,719.78 1,110,505.79
06/01/2012 577,719.78 ' 577,719.78
12/01/2012 577,719.78 577,719.78 1,155,439.56
06/0112013 577,719.78 577,719.78
12/01/2013 575,000 3.000% - 577,719.78 1,152,719.78 1;730,439.56-
06/01/2014 569,094.78 - 569,094.78
12/0112014 - - 590,000 569,094.78 1,159,094.78. 1,728,189.56
06/01/2015 560,643.53 560,643.53 -
12/01/2015 605,000 4.000% 560,643.53 1;165,643.53 1,726,287.06
06/01/2016 548,543.53 548,543.53 -
12/01/2016 630,000 4.000% 548,543.53- - 1,178,543.53 1,727,087.06
0610112017 535,943.53- 535,943.53
12/01/2017 1,030,000 4.000% 535,943.53 1,565,943.53 2,101,887.06
06/01/2018 515,343.53 515,343.53
12/01/2018 1,070,000 4.500% 515,343.53 1,585,343.53 2,100,687.06
06/0112019 491,268.53 - 491,268.53
12/01/2019- 1,120,000 4.500% 491,268.53 1,611,268.53 - 2,102,537.06-
06/01/2020 - 466,068.53 466,068.53
12/0112020 1,170,000 4.500% 466,068.53 1,636,668.53 2,102,137.06
06/01/2021 " 439,743.53 -439,743.53
12/0112021 1,220,000 5.661% 439,743.53 1,659,743.53 2,099,487.06
06/01/2022 - 405,211.43 405,211.43
12/01/2022 1,265,000 5.661% 405,211.43 1,670,21L43 2,075,422.86
- 66/01/2023 - - 369,405.60 369,405.60
12/01/2023 1,310,000 5.661% 369,405.60 1;679,405.60 2,048,811.20 -
06/0112024 332,326.05 332,326.05-
12/01/2024 1,360,000 5.661% 332,326.05 - 1,692,326.05 2,024,652.10
06/01/2025 - 293,831.25 293,831.25
12/01/2025 1,410,000 5.661% 293,831.25 1,703,831.25 1,997,662.50
06/01/2026 - 253,921.20 253,921.20 '
12/01/2026 1,460,000 6.396% 253,921.20 1,713,921.20 - 1,967,842.40
- 06/01/2027, 1 207,230.40: 207,230.40
12/01/2027 1,525,000 '6.396% -207,230.40 1,732,230.40 1,939,460.80
06/01/2028 158,460.90 158,460.90
12/01/2028 1,585,000 6396% " 158,460.90 , 1,743,460.90 - 1,901,921.80
06/01/2029 107,772.60 107,772.60
12/01/2029 1,650,000 - 6.396% _ 107,772.60 1,757,772.60 1,865,545.20
06/0112030 55,005.60 55,005.60
12/01/2030 1,720,000 6.396% 55,005.60 1-,775,005.60 1,830,011.20
21,295,000 16,041,013.95 37,336,013.95 37,336,013.95
Nov 29, 2010 12:44 pm Prepared by, Seattle-Northwest Securities Corp. _ (Finance 6.015 Auburn:2010REV) Page 3
NET DEBT SERVICE
City of Auburn
Utility System Revenue Bonds, 2010
FINAL NUMBERS
Period Total Net
Ending Principal Interest Debt Service 35% Tax Credit Debt Service
12/01/2011 1,110,505.79 1,110,505.79 -295,849.68 814,656.11
12/01/2012 1,155,439.56 1,155,439.56 -307,820.48 847,619.08
12/01/2013 575,000 1,155,439.56 1,730,439.56 -307,820.48 1,422,619.08
12/01/2014 590,000 1,138,189.56 1,728,189.56 -307,820.48 1,420,369.08
12/01/2015 605,000 1,121,287.06 1,726,287.06 -307,820.48 1,418,466.58
12/01/2016 630,000 1,097,087.06 1,727,087.06 -307,820.48 1,419,266.58
12/01/2017 1,030,000 1,071,887.06 2,101,887.06 -307,820.48 1,794,066.58
12/01/2018 1,070,000 1,030,687.06 2,100,687.06 -307,820.48 1,792,866.58
12101/2019 1,120,000 982,537.06 2,102,537.06 -307,820.48 1,794,716.58
1210112020 1,170,000 932,137.06 2,102,137.06 -307,820.48 1,794,316.58
12/01/2021 1,220,000 879,487.06 2,099,487.06 -307,820.48 1,791,666.58
12/01/2022 1,265,000 810,422.86 2,075,422.86 -283,648.00 1,791,774.86
12/01/2023 1,310,000 738,811.20 2,048,811.20 -258,583.92 1,790,227.28
12/01/2024 1,360,000 664,652.10 2,024,652.10 -232,628.24 1,792,023.86
12/01/2025 1,410,000 587,662.50 1,997,662.50 -205,681.88 1,791,980.62
12/01/2026 1,460,000 507,842.40 1,967,842.40 -177,744.84 1,790,097.56
12/01/2027 1,525,000 414,460.80 1,939,460.80 -145,061.28 1,794,399.52
12/01/2028 1,585,000 316,921.80 1,901,921.80 -110,922.64 1,790,999.16
12/01/2029 1,650,000 215,545.20 1,865,54520 -75,440.82 1.790,104.38
12/01/2030 1,720,000 110,01120 1,830,011.20 -38,503.92 1,791,507.28
21,295,000 16,041,013.95 37,336,013.95 -4,902,270.02 32,433,743.93
Nov 29, 2010 12:44 pm Prepared by Seattle-Northwest Securities Corp. (Finance 6.015 Aubum:2010REV) Page 4
BOND PRICING .
City of Auburn
Utility System Revenue Bonds, 2010
FINAL NUMBERS
Maturity Premium .
Bond Component Date Amount Rate Yield Price (Discount)
Serial Bonds (Tax-Exempt): - -
12/01/2013 - 575,000. .3.000% 1.250% 105.071 29,158.25
12/01/2014 55,000 1.550%' 1.550% - 100.000
12/01/2014 535,000 3.000% 1.550% 105.549 29,687.15
12/01/2015 605,000 4.000% 1.950% 109.648 - 58,370.40
12/01/2016, - 630,060 4.000% 2.100% 110.593 66,735.90
12/01/2017 1,030,000 4.600% - 2.440% 109.930 '102,279.00
1210112018 1,070,000 4.500% 2.750% 112.434 - 133,043.80
12/01/2019 - 1,120,000 4.500% 3.080% 111.044. 123,692.80
12/01/2020 1,170,000 4.500% 3.320% 109.937 116,262.90
- 6,790,000 - 659,230.20
2025 Term Bonds (BABs): - -
12/01/2021 1,220,000, 5.661% 5.661% 100.000
12/01/2022 - 1,265,000 5.661% 5.661% 100.000
12/01/2023 1,316,000 5.661% 5.661% 100.000
12/01/2024 - 1,360,000 5.661% 5.661% 100.000
12/01/2025 1,410,000 5.661% 5.661% 100.000
6,565,000
2030 Tenn Bonds (BABs):
12/01/2026 1,460,000 6.396% . 6.396% 100.000
l2/Ol/2027 1,525,000 6.396% 6.396% 100.000
12/01/2028 1,585:000 6.396% 6.396% 100.000
12/61/20291,650,000 6.396% 6.396% 100.000
12/01/2030 1,720,000 6.396% 6.396% 100.000
7,940,000
21,295;000 - 659,230.20
Dated Date 12/15/2010
Delivery Date 12/15/2010
First Coupon - 06/01/2011
Par Amount 21,295,000.00
Premium 659,230.20 -
Production 21,954,230.20 103.095704%
Underwriter's Discount -138,448.00 -0.650143%
Purchase Price 21,815,782.20 102.445561%
Accrued Interest
NelProceeds 21,81
Note: Please note the bifurcated maturity in 2014.
Nov 29, 2010 12:44 pm. Prepared by Seattle-Northwest Securities Corp. (F,inance 6.015 Aubum:201OREV) Page 2
SOURCES AND USES OF FUNDS
City of Auburn
Utility System Revenue Bonds, 2010
FINAL NUMBERS'
Dated Date 12/15/2010
Delivery Date 12/15/2010
Utility System
Utility System Revenue Bonds,
Revenue Bonds, Series 2010B
Sources: Series 2010A (Taxable BABs) Total
'Bond Proceeds: - -
Par Amount 6,790,000.00 14,505,000.00 21,295,000.00
Premium 659,230.20- - 659,230.20
---7,449,230.20 - 14.505,000.00 21,954.130.20
Utility System
Utility. System Revenue Bonds, .
Revenue Bonds, series 201oB
Uses: Scries 2010A (TaxableBABs) Total
"Project Fund Deposits: - -
Project Fund 6,830,194.65 13.169.805.35 20,000,000.00
Other Fund Deposits:
Debt Service Reserve Fund 550,039.12 1,175,009.94 1,725,049.06 -
Delivery Date Expenses: -
Cost oflssuance 30,632.93 56,492.07 87,125.00
Underwriter's Discount 38,363.50 100,084.50 138,448.00
68,996.43 156,576.57 , 225,573.00
Other Uses of Funds:
Additional Proceeds - 3,608.14 -3,608.14
- 7,449,230.20 14,505,000.00 21,954,230.20 -
Nov 29, 2010 12:44 pm Prepared by Seattle-Northwest Securities Corp. (Finance 6.015 Aubum:2010REV) Page 1
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EXHIBIT B
CLOSING DOCUMENTS
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 opinion of Bond Counsel dated as, of -the Closing Date and addressed to the
Issuer, substantially in the form set forth in Appendix B to the Final Official Statement and a
letter addressed to the Underwriter to the -effect that the Underwriter may rely upon such
opinion as if it were addressed to the Underwriter;
C) Evidence of each of the following:
i) That Standard & Poor's ("S&P") has assigned a rating of "AA" to the Bonds and that
such rating is in full force and effect on and as of the date of Closing;
ii) With respect to the closing of the 2010A Bonds, designation of the 2010A Bonds as
"qualified tax-exempt obligations' for banks, thrift institutions and other financial
institutions, as defined in Section 265(b)(3) of the Code; and
iii) With respect to the closing of the 2010B Bonds, election by the Issuer to treat the 2010B
Bonds as "Build America Bonds."
d) Copies of completed forms 8038-G and 8038-B, as appropriate;
e) The following certifications, which-may be combined, executed by an authorized officer of the
Issuer and dated as of the Closing bate, 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 anyway (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 accuracy of the POS or the Finial 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; and
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 amaterial factor omit to state a material fact 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 Final Official- Statement relating to DI TQ the book entry system,
or the Underwriter; and
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 an issue
price certificate in,form .and:substance acceptable to Bond Counsel.and 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.
EXHIBIT C
DESCRIPTION OF THE BONDS
(a) Principal Amount (201OA Bonds): $6,790;000
Principal Amount (2010B Bonds): $14,505,000
(b) Purchase Price (2010A Bonds): $7,410,866.70 ($109.143839 per $100), representing a net
premium of _$659,230:20 and an underwriter's discount
of $38,363.50. '
Purchase Price (2010B Bonds): $14,404,915.50 ($99.31 per $100); representing an
underwriter's discount of $100,084.50.
(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, 2011.
(f) Maturity and Interest Rates: The Bonds shall mature. on December 1 of each year and
bear interest as follows:
2010A Bonds
Due Interest CUSIP Due Interest CUSIP
Dec.1 Amounts Rates Price 050625 Dec.1 Amounts Rates Price 050625
2013 $ 575,000 3.00% 1.25% CC4 2017 $ 1,030,000 4.00% 2.44% CH3
2014* 55,000. 1.55 1.55. CD2 2018 1,070,000 4.50 2.75 CJ9
2014* 535,000 3.00 1.55 CEO. 2019 1,120,000 4.50 3.08 CK6
2015 605,000 4.00 1.95 CF7 2020 1,170,000 4.50 3.32 CL4
2016 630,000 4.00 2.10 CG5
* Bifurcated maturity.
2010B Bonds
$6,565,000 5.661% Term Bonds due December'1, 2025 @ 100; CUSIP No. 050625CM2
$7,940,000'6396% Term Bonds due December.1, 2030 @ 100; CUSIP No. 050625CNO
(g) Optional Redemption (2010A Bonds): The 2010A Bonds are not subject to redemption prior to
their stated dates of maturity.
Optional Redemption (2010B Bonds): The 2010B Bonds maturing on or after December 1, 2025,
are subject to optional redemption at any time on or
after December 1, 2020, as a whole or in part at par plus
accrued interest to the date fixed for redemption.
Bonds shall be selected for partial redemption pro rata,
in accordance with the Ordinance.
Extraordinary Optional Redemption (2010B Bonds):
The Issuer additionally reserves the right and option to
redeem the 2010B Bonds at any time prior to
December 1, 2020, upon the occurrence of an
Extraordinary Event, as a whole or in part, at the
Extraordinary Optional Redemption Price.
An "Extraordinary Event" will have occurred if
(a) Section 54AA or 6431 of the 1986 Code is modified or
amended in a manner pursuant to which the Issuer's
35% cash subsidy payment from the United States
Treasury Department is reduced or eliminated, or
(b) guidance is published by the IRS or U.S. Treasury
Department with respect to such Sections that places one
or more substantive new conditions on the receipt by the
Issuer of such 35% cash subsidy payments and such
condition(s) are unacceptable to the Issuer.
"Extraordinary Optional Redemption Price" means the
greater of (i) 100% of the principal amount of the 2010B
Bonds to be redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal
of and interest to the earlier of (A) the stated maturity
date on the 2010B Bonds to be redeemed or (B) the next
available date on which the 2010B Bonds may be
optionally redeemed at a price of par (plus accrued
interest, if any), discounted (on a semi-annual basis,
assuming a 360-day year consisting of twelve 30-day
months) to the date on which such 2010B Bonds are to be
redeemed at the Treasury Rate plus 100 basis points,
plus, in each case, accrued interest on the 2010B Bonds to
be redeemed to the date fixed for redemption. The
Extraordinary Optional Redemption Price shall be
determined by an independent accounting firm,
investment banking firm or financial advisor retained by
the Issuer at the Issuer's expense.
"Treasury Rate" means, with respect to any date fixed
for redemption for a particular 2010B Bond, the yield to
maturity as of such date of United States Treasury
securities with a constant maturity (excluding inflation
indexed securities, and as compiled and published in the
most recent Federal Reserve Statistical Release H.15
(519) that has become publicly available as of the first
Business Day that is at least 35 days prior to such
scheduled redemption date or, if such Statistical Release
is no longer published, any publicly available source of
similar market data) most nearly equal to the period
from such date to the stated maturity date of such 2010B
Bond.
(h) Mandatory Redemption: The 2010B Bonds maturing on December 1 in the years
2025 sand 2030 are Term Bonds and, if not redeemed
under the redemption provisions set forth above, as
applicable, or purchased•_in'the open market as provided
in the Ordinance, will be called for redemption
randomly (in such manner as the Bond Registrar shall
determine) at par plus accrued interest on December 1 in
years and amounts as follows:
2025 Term Bond.
Years Amounts
2021 $ 1,220,000
2022 1,265,000
2023 1,310,000
2024 1,360,000
2025 1,410,000
~ 6,565.000
(1) Maturity.
2030 Term Bond
Years Amounts
2026 $ 1,460,000
2027 1,525,000
2028 1,585,000
2029 1,650,000.
2030 1,720,000
40,000
$ 7.9
(1) Maturity.
(i) Dated Date: Date of Delivery, expected to be December 15, 2010.
Offer Expires: 11`.59 p.m. Pacific Time, November 29, 2010.
(k) Bond Counsel: Foster Pepper PLLC.
(1) Closing: Via ' conference call initiated by Bond Counsel on
December 15, 2010, at 9:00 a.m. Pacific Time.
(m) Delivery: To the Bond Registrar on behalf of DTC by Fast
Automated Securities Transfer.
(n) Rating: S&P has assigned a rating of "AA" to the Bonds.,