HomeMy WebLinkAbout12-01-2014 - Agenda PacketMAYOR
PATRICK BOYD
DEPUTY MAYOR
DAVID LEE
COUNCIL MEMBERS
JAY DECKER
MICHAEL LUIS
JOHN MAFFEI
ALEX MORCOS
CURT PRYDE
MEDINA, WASHINGTON
MEDINA CITY COUNCIL
SPECIAL MEETING AGENDA
Medina City Hall, Council Chambers
501 Evergreen Point Road, Medina
Monday, December 1, 2014
6:30 PM
AGENDA
CITY MANAGER
MICHAEL SAUERWEIN
CITY ATTORNEY
KART SAND
CITY CLERK
AIMEE KELLERMAN
Council Members Boyd, Decker, Lee, Luis, Maffei, Morcos, and Pryde
2.1 Subject: Medina Post Office
Recommendation: Council and staff will discuss the Medina Post Office and take
public testimony.
Staff Contact: Michael Sauerwein, City Manager
At this time, citizens may address the City Council regarding any issue related to city
business, excluding public hearings. To ensure equal opportunity for the public to
comment, a speaker's comments shall be limited to three minutes per person, per
meeting. Those who have service requests or complaints are encouraged to first bring
such matters to the city manager for prompt attention and resolution.
Council meetings are business meetings where City Council may hear from residents
and take action on official City business. In order to accomplish all the business on the
agenda and be respectful of everyone's time, Council Members will not be able to
engage in dialogue with individual members of the audience.
4. EXECUTIVE SESSION
ES -1: RCW 42.30.110 (b)
To consider the minimum price at which real estate by lease or purchase when public
knowledge regarding such consideration would cause a likelihood of increased price.
Council may take action on items discussed in Executive Session.
I, Aimee Kellerman, City Clerk for the City of Medina, declare that the foregoing agenda for
the Monday, November 1, 2014 Special Meeting of the Medina City Council was posted and
available for review on Wednesday, November 26, 2014 at City Hall of the City of Medina, 501
Evergreen Point Road, Medina, WA 98039. The agenda is also available on the city website
at www.medina-wa.gov.
Signed Wednesday, November 26, 2014 at Medina, Washington.
Aimee Kellerman, City Clerk
CITY OF MEDINA, WASHINGTON
RESOLUTION NO. 374
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MEDINA
WASHINGTON, AUTHORIZING THE PURCHASE OF REAL PROPERTY
AND DIRECTING THE CITY MANAGER TO EXECUTE A PURCHASE AND
SALE AGREEMENT FOR SUCH PURCHASE
WHEREAS, the City of Medina is a noncharter code city organized under the
laws of the State of Washington and has the authority to purchase real property for the
common benefit pursuant to RCW 35A.11.010 and RCW 35A.11.020; and
WHEREAS, it is in the best interests of the City to acquire the real property
located at 816 Evergreen Point Road, Medina, WA 98039 (Property) in order to continue
to operate a U.S. Post Office branch within the City; and
WHEREAS, the City has reached agreement to buy the Property, according to
the terms of the attached purchase and sale agreement, in substantially the form
attached hereto as Exhibit A; and
WHEREAS, the City Council desires to direct the City Manager to proceed with
such real property purchase;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MEDINA,
WASHINGTON, DOES RESOLVE AS FOLLOWS:
Section 1. Real Property Purchase Authorized. The City Council of the City of
Medina hereby declares its agreement to purchase the real property located at 816
Evergreen Point Road, Medina, WA 98039 in order to continue to operate a U.S. Post
Office branch within the City.
Section 2. City Manager Authorization. The City Manager is authorized to
execute the purchase and sale agreement, in substantially the form attached hereto as
Exhibit A.
PASSED BY THE CITY COUNCIL AT A SPECIAL MEETING THEREOF ON THE
1st DAY OF DECEMBER, 2014.
Patrick Boyd, Mayor
Approved as to form: Attest:
Kari Sand, City Attorney Aimee Kellerman, City Clerk
Kenyon Disend, PLLC
Resolution No. 374 Page 1 of 1
REAL ESTATE PURCHASE AND SALE
AGREEMENT
816 Evergreen Point Road, Medina, Washington
This Real Estate Purchase and Sale Agreement ("Agreement") is executed this — day of
, 2014, between the City of Medina ("Buyer") and June S. Frost Disclaimer Trust
("Seller") for the purchase and sale of real property commonly known as 816 Evergreen Point Road,
Medina, WA 98039 (the "Property").
A. Buyer desires to buy the Property from Seller, and Seller desires to sell the Property to
Buyer, on the terms and conditions contained in the Agreement.
B. Seller owns the Property, commonly known as 816 Evergreen Point Road, Medina,
Washington, which is identified as Tax Parcel No. 252504-9040 and more particularly legally
described on Exhibit A attached hereto and incorporated herein by this reference.
C. Buyer is a municipal corporation of the State of Washington and is authorized to
purchase real property under the provisions of RCW 35A.11.010 and .020. By Resolution No.
, the Medina City Council authorized Buyer to purchase the Property subject to the following
terms and conditions.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, and for the mutual covenants and conditions contained herein, Seller and
Buyer agree as follows:
1. PROPERTY. Seller owns and currently leases the Property to the United States Postal
Service ("USPS").
4. PURCHASE PRICE. Buyer shall pay Seller ONE MILLION THREE HUNDRED
FIFTY THOUSAND and 00/100 DOLLARS ($1,350,000.00) (the "Purchase Price"). In addition to
the Purchase Price, Buyer agrees to pay the following at Closing: (a) all the real estate excise tax that is
due on Seller's sale and conveyance of the Property to Buyer, (b) the premium charged for Buyer's
owner's policy of title insurance, (c) the entire escrow fee, and (d) all the closing costs.
5. EARNEST MONEY AND METHOD OF PAYMENT. Buyer agrees to pay an earnest
deposit of THIRTY FIVE THOUSAND AND 00/100 DOLLARS ($35,000.00) in the form of a
cashier's check payable to First American Title Insurance Company (the "Closing Agent"),
which check Buyer shall deposit with Closing Agent within two business days after mutual
acceptance of this Agreement. The Closing Agent is authorized to deposit said check into an
escrow account and apply the earnest money to the Purchase Price at Closing. Buyer shall
deposit the balance of the Purchase Price with the Closing Agent at or prior to Closing.
6. CONVEYANCE. Title shall be conveyed by a Bargain and Sale Deed pursuant to RCW
64.04.040. Buyer and Seller authorize the Closing Agent to correct the legal description of the
Property on the deed, if necessary, so it matches the legal description contained in the preliminary
commitment for title insurance.
Real Estate Purchase and Sale Agreement
816 Evergreen Point Road, Medina, WA 98039 Buyer: Seller:
7. CLOSING DATE AND ESCROW. The Closing ("Closing") shall take place on or
before December 19, 2014. Closing shall occur when the Bargain and Sale Deed from Seller to
Buyer is recorded and the sale proceeds are available to Seller. Within three (3) days following the
execution and delivery of this Agreement, Buyer will open an escrow account with First American
Title Insurance Company in Bellevue, Washington ("Escrow Agent").
8. TITLE COMMITMENT. Within five (5) days following the execution and delivery of this
Agreement, Buyer will obtain at Buyer's sole cost, a preliminary commitment for an ALTA extended
coverage owner's policy of title insurance issued by First American Title Insurance Company (the
"Title Company") describing the Property, showing all matters pertaining to the Property, listing Buyer
as the prospective named insured and showing as the policy amount the total Purchase Price (the
"Commitment"). Buyer shall be solely responsible for paying the premium for the owner's extended
coverage policy of title insurance.
9. TITLE REVIEW. Buyer agrees to take title subject to all general and special exceptions
shown on the Commitment and all encroachments and other unrecorded encumbrances.
10. POST OFFICE LEASE ASSIGNMENT. Buyer acknowledges receipt of the existing lease
agreement between Seller and the USPS, a copy of which is attached hereto as Exhibit B. Seller
assigns to Buyer all of its rights and obligations under the USPS lease agreement, which assignment
shall only be effective at Closing. Buyer hereby acknowledges that Seller has made no representations
or warranties to Buyer regarding the terms or duration of any lease, lease renewal, or new lease
agreement with the USPS.
11. SELLERS REPRESENTATIONS AND WARRANTIES. Seller represents and warrants to
Buyer, to the best of Seller's current actual knowledge without any duty of further inquiry ("Seller's
current actual knowledge" as used in the Agreement shall be limited to the specific current actual
knowledge of Rudolf Gale Hoffman, Successor Trustee of the June E. Frost Disclaimer Trust) that:
A. Seller owns the Property.
B. Seller has all requisite authority to sell and convey the Property to Buyer.
C. Seller is not a foreign person as the term is defined in Section 1445 of the Internal
Revenue Code as amended by the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA")
and Seller will provide Buyer with an affidavit to that effect in compliance with FIRPTA at Closing.
12. BUYERS REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to
Seller to the best of Buyer's current actual knowledge without any duty of further inquiry ("Seller's
current actual knowledge" as used in the Agreement shall be limited to the specific current actual
knowledge of Mike Sauerwein, Medina City Manager, that:
A. Buyer has all requisite authority to purchase the Property from Seller.
Real Estate Purchase and Sale Agreement
816 Evergreen Point Road, Medina, WA 98039 Buyer: Seller:
B. Buyer has the power, right and authority to enter into and perform all of the obligations
required of Buyer under this Agreement and the instruments and documents referenced herein, and to
consummate this transaction.
C. This Agreement is, and all agreements, instruments and documents to be executed and
delivered by Buyer pursuant to this Agreement will be, duly authorized, executed and delivered by
Buyer. This Agreement is, and all agreements, instruments and documents to be executed and
delivered by Purchaser pursuant to this Agreement will be, valid and legally binding upon Buyer and
enforceable in accordance with their respective terms.
D. Neither the execution of this Agreement nor the consummation of this transaction
constitutes or will result in a breach of, or a default under, any agreement, document, instrument or
other obligation to which Buyer is a party or by which Buyer may be bound, or any law, statute,
ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or
governmental body, applicable to Buyer or to the Property.
13. DISCLOSURE: Buyer expressly waives receipt of the seller disclosure statement from the
Trust. Buyer is not relying in any way upon any representations, statements, agreements, warranties,
studies, plans, reports, descriptions, guidelines, or other information or material furnished by Seller or
its representatives, whether oral or written, express or implied, of any nature whatsoever. Buyer
acknowledges that it has undertaken an investigation of the Property as part of its due diligence for the
acquisition of the Property, including but not limited to the Phase I Environmental Assessment dated
November 6, 2014, performed for Buyer by AMEC Environment and Infrastructure, Inc. ("AMEC")
(Project No. 4-915-17770-0) and the Limited Phase II Environmental Assessment work, consisting of
soil samples collection and an underground penetrating radar survey performed by AMEC on
November 24, 2014. Buyer agrees that it will not seek access to the Property to conduct any further
inspections and feasibility studies prior to Closing, and assumes all risk and responsibility for any
liabilities associated with the Property after Closing.
14. "AS IS" PURCHASE. The Property is being sold "AS IS WHERE IS WITH ALL
FAULTS". Buyer shall, and hereby agrees to, assume all risk, costs, liabilities and consequences of
any condition of the Property in its current physical condition without any warranties, express or
implied, as to the nature or condition of the Property, including but not limited to the presence or
absence of any potential hazardous substances or latent or patent condition on or in the Property or any
other matters affecting the Property. Seller makes no representation or warranty, express or implied,
regarding (i) the character, condition, entitlements, development potential, fitness for any purpose, or
any other attributes whatsoever of the Property; (ii) the truth, accuracy, validity, or completeness of
any information provided by Seller to Buyer; or (iii) the compliance with or violation of any
environmental or nuisance laws applicable to the Property, (iv) the condition, stability, or character of
the ground or soils on the Property; or (v) the subsurface conditions of the Property.
15. CLOSING COSTS AND PRO -RATIONS. Taxes for the current year, rents, utilities or
any other payments or receipts by Seller shall be pro -rated as of the date of Closing unless
otherwise agreed. Buyer shall pay the entire escrow fee and the entire real estate excise tax that is
due on the conveyance of the Property from Seller to Buyer.
Real Estate Purchase and Sale Agreement
816 Evergreen Point Road, Medina, WA 98039 Buyer: Seller:
16. POSSESSION AND DEDICATION OF POST OFFICE BUILDING. Buyer shall take
possession of the Property on Closing. If improvements on the Property are destroyed or
substantially damaged by fire, human action, or other casualty prior to Closing, then this Agreement,
at the option of Buyer, shall become void and the earnest money returned, less Buyer's share of any
paid or due costs and fees. Within sixty (60) days after Closing, Buyer shall re -name and dedicate the
post office building the "John E. Frost Medina Post Office" with a plaque bearing that inscription on
the building or on suitable monument near the entrance of the building, and the building shall be retain
that name until the USPS ceases to operate within the building.
17. DEFAULT BY SELLER. If Seller fails, without legal excuse, to complete the sale of the
Property, and such default does not occur by reason of any default by Buyer, Buyer may terminate this
Agreement and receive a refund of its Earnest Money Deposit together with any interest accrued
thereon as its sole and exclusive remedy.
18. DEFAULT BY BUYER. If Buyer fails, without legal excuse, to complete the purchase of
the Property, Seller may seek to have this Agreement specifically performed, and Buyer shall
reimburse Seller for its costs and expenses, including reasonable attorneys fees, incurred in such a
proceeding provided Seller prevails in such an action. If specific performance is impractical, or Seller
does not desire to pursue specific performance, Seller may (a) terminate this Agreement and receive
the entire Earnest Money Deposit together with any interest accrued thereon, or (b) pursue any other
action available at law or equity.
19. AGENCY DISCLOSURE. Buyer and Seller warrant that they are not represented by an
agent to which a commission is due as a result of this transaction.
20. PROFESSIONAL ADVICE. It is advisable for both parties to obtain legal, tax or other
professional advice in connection with this transaction. The parties accept sole responsibility
to seek such advice as they deem necessary.
21. FACSIMILE OR EMAIL TRANSMISSION; ELECTRONIC SIGNATURES. Facsimile
or email transmission of any signed original document, and retransmission of any signed facsimile
or email transmission, shall be the same as delivery of an original. At the request of either party,
or the Closing Agent, the parties shall confirm facsimile or email transmitted signatures by signing
an original document. The parties acknowledge that a signature in electronic form has the same legal
effect and validity as a handwritten signature.
22. NOTICES AND COMPUTATION OF TIME. Unless otherwise specified, any notice
required or permitted in, or related to, this Agreement must be in writing and signed by the Buyer or
Seller. Any time limit applicable to a notice shall commence on the day following the date t h e
notice i s s en t and shall expire at 5:00 PM of the last calendar day of the specified period of time,
unless that last calendar day is a Saturday, Sunday or legal holiday as defined in RCW 1.16.050,
in which event the time limit shall expire on the next business day. Any specified period of five
(5) days or less shall include business days only. Notices shall be sent --by (a) email, or (b) regular
and certified mail, return receipt requested --as follows:
Real Estate Purchase and Sale Agreement
816 Evergreen Point Road, Medina, WA 98039 Buyer: Seller:
If to Buyer: Michael Sauerwein, City Manager
City of Medina
501 Evergreen Point Road
P.O. Box 144
Medina, WA 98030
Telephone: (425) 233-6400
Facsimile: (425) 451-8197
Email: msauerwein@medina-wa.gov
and to: Kari Sand, City Attorney
Kenyon Disend, PLLC
11 Front Street South
Issaquah, WA 98027-3820
Tel: (425) 392-7090
Fax: (425) 392-7071
Email: Kari@kenyondisend.com
If to Seller: Rudolph Gale Hoffman
Successor Trustee of the June S. Frost Disclaimer Trust
597 Vesper Way
Camano Island, WA 98282
Email: prh22@aol.com
and to: Allan Bakalian
Zeno Bakalian P.S.
4020 Lake Washington Blvd. NE, Suite 100
Kirkland, Washington 98033
Telephone: (425) 822-1511
Facsimile: (425) 822-1411
Email: abakalian@zenobakalian.com
23. GOVERNING LAW. This Agreement shall be interpreted and construed in accordance with
the laws of the State of Washington.
24. SEVERABILITY. If any provision of this Agreement shall be determined invalid, illegal or
unenforceable, the balance of this Agreement shall remain in full force and effect and if any provision
is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other
persons and circumstances.
25. ENTIRE AGREEMENT. This Agreement (including all exhibits attached hereto) is the
entire agreement between the parties. It supersedes all prior agreements, oral and written, between the
parties, including but not limited to the Letters of Intent and any other understandings between the
parties relating to this transaction.
Real Estate Purchase and Sale Agreement
816 Evergreen Point Road, Medina, WA 98039 Buyer: Seller:
26. AMENDMENTS. This Agreement may be amended only by an instrument in writing
executed by an authorized representative of each party.
27. COUNTERPARTS. This Agreement may be executed in any number of identical
counterparts, each of which shall be deemed an original for all purposes and all of which constitute,
collectively, one agreement.
28. NON -WAIVER. The waiver of any term or provisions of this Agreement shall not constitute
a waiver of any other term or provision of this Agreement, nor shall the right to require any
enforcement of any term or provision of this Agreement be permanently waived if a continuing breach
of any such term or provision arises.
29. NO THIRD PARTY BENEFICIARIES. The parties do not intend to confer any benefit
hereunder on any person or entity other than the parties hereto.
30. ASSIGNMENT. Buyer may not assign this Agreement, or Buyer's rights hereunder, without
Seller's prior written consent.
31. CONFIDENTIALITY. Buyer and Seller agree to keep any negotiations and communications
between the parties regarding this Agreement and all preceding and subsequent discussions involving
the purchase of the Property and this Agreement confidential, and shall not disclose any matter related
to such negotiations and communications to any third party, except in response to a court order or on a
"need to know" basis to the party's attorneys, accountants, and consultants, provided such attorneys,
accountants, and consultants agree to keep such negations, communications and related matters
confidential, and to the title company. Buyer and Seller shall follow reasonable measures to
prevent unnecessary disclosure of information obtained in connection with the negotiations and
performance of this Agreement. Neither party shall use or knowingly permit the use of any such
information in any manner detrimental to the other party.
32. ATTORNEY FEES. If litigation is instituted to interpret, enforce, or rescind this Agreement,
including any proceeding brought under the United States Bankruptcy Code, the prevailing party on a
claim will be entitled to recover with respect to the claim, in addition to any other relief awarded, the
prevailing party's reasonable attorney's fees and other fees, costs, and expenses of every kind, incurred
in connection with the litigation, any appeal or petition for review, the collection of any award, or the
enforcement of any order.
IN WITNESS WHEREOF, Buyer and Seller have executed this Purchase and Sale Agreement
effective as of the date first set forth above.
[THIS PART INTENTIALLY LEFT BLANK - SIGNATURE BLOCKS FOLLOW]
Real Estate Purchase and Sale Agreement
816 Evergreen Point Road, Medina, WA 98039 Buyer: Seller:
BUYER:
CITY OF MEDINA
Title:
SELLER:
JUNE S. FROST DISCLAIMER TRUST
By:
Rudolph Gale Hoffman
Title: Successor Trustee of the June E. Frost Disclaimer Trust
Real Estate Purchase and Sale Agreement
816 Evergreen Point Road, Medina, WA 98039 Buyer: Seller:
EXHIBIT A
Legal
Description
A portion of the S.W. comer of the S.E. quarter of Section 25, Township 25 North, Range 4
East W.M., King County, State of Washington; also known as the Northerly portion of that
certain Lot Line Adjustment as recorded under recording No. 8701081432, records of King
County, being more particularly described as follows:
Commencing at the S.W. comer of said subdivision, said comer being the intersection of
N.E. 8th Street and Evergreen Point Road, thence North 01O 24' 15" East along the West line
of said subdivision and the centerline of said Evergreen Point Road, 105.00 feet; thence
South 87° 50'
10" East 30 feet to the East margin of said Road and the Point of Beginning; thence South 87°
50' 10" East 125.00 feet; thence North 01O 24' 30" East 75.00 feet; thence South 87° 50' 10" East
125.00 feet; thence North 01° 24' 30" East 50.00 feet; thence North 87° 50' 10" West 250.00
feet; thence South 01° 24' 30" West 125.00 feet to the Point of Beginning, consisting of
approximately 21,875 square feet.
Real Estate Purchase and Sale Agreement
816 Evergreen Point Road, Medina, WA 98039 Buyer: Seller:
CITY OF MEDINA, WASHINGTON
ORDINANCE NO. 914
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
MEDINA, WASHINGTON, AUTHORIZING THE ISSUANCE
AND SALE OF A LIMITED TAX GENERAL OBLIGATION
BOND OF THE CITY IN THE PRINCIPAL AMOUNT OF NOT
TO EXCEED $1,350,000 FOR THE PURPOSE OF PROVIDING
FUNDS TO PURCHASE PROPERTY; PROVIDING THE
FORM OF THE BOND; AUTHORIZING THE SALE OF THE
BOND TO U.S. BANK NATIONAL ASSOCIATION; AND
DELEGATING THE AUTHORITY TO APPROVE THE FINAL
TERMS OF THE BOND.
Passed December 1, 2014
PREPARED BY:
PACIFICA LAW GROUP LLP
Seattle, Washington
CITY OF MEDINA
ORDINANCE NO. 914
TABLE OF CONTENTS*
Page
Section 1.
Definitions and Interpretation of Terms..................................................................1
Section 2.
Findings and Authorization of the Project...............................................................3
Section 3.
Authorization of the Bond.......................................................................................3
Section 4.
Registration, Exchange and Payments.....................................................................4
Section5.
Form of Bond...........................................................................................................4
Section6.
Execution of Bond...................................................................................................7
Section 7.
Application of Bond Proceeds.................................................................................7
Section 8.
Pledge of Funds and Credit; General Obligation.....................................................8
Section 9.
Right of Prepayment................................................................................................8
Section10.
Sale of the Bond.......................................................................................................8
Section 11.
Ongoing Disclosure; Covenants..............................................................................9
Section 12.
Lost, Stolen or Destroyed Bond...............................................................................9
Section 13.
Severability; Ratification.......................................................................................10
Section 14.
Effective Date of Ordinance..................................................................................10
* This Table of Contents is provided for convenience only and is not a part of this ordinance.
CITY OF MEDINA, WASHINGTON
ORDINANCE NO. 914
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF MEDINA, WASHINGTON, AUTHORIZING THE
ISSUANCE AND SALE OF A LIMITED TAX GENERAL
OBLIGATION BOND OF THE CITY IN THE PRINCIPAL
AMOUNT OF NOT TO EXCEED $1,350,000 FOR THE
PURPOSE OF PROVIDING FUNDS TO PURCHASE
PROPERTY; PROVIDING THE FORM OF THE BOND;
AUTHORIZING THE SALE OF THE BOND TO U.S. BANK
NATIONAL ASSOCIATION; AND DELEGATING THE
AUTHORITY TO APPROVE THE FINAL TERMS OF THE
BOND.
WHEREAS, the City Council (the "Council") of the City of Medina, Washington
(the "City"), has deemed it in the best interest of the City and its citizens that the City purchase
certain property located within the City and leased to the United States Post Office (the
"Project"); and
WHEREAS, the City is a noncharter code city organized under the laws of the State of
Washington and has the authority to purchase real property for the common benefit pursuant to
RCW 35A.11.010 and RCW 35A.11.020; and
WHEREAS, the City is authorized by RCW 35.21.395 and by chapters 35A.40 and
39.46 RCW to issue limited tax general obligation bonds to pay costs of the Project; and
WHEREAS, the City has received an offer (the "Proposal") from U.S. Bank National
Association (the "Bank"), to purchase a limited tax general obligation bond of the City in the
principal amount of not to exceed $1,350,000 (the "Bond") for the purpose of financing the
Project; and
WHEREAS, it is deemed necessary and advisable that the City accept the Bank's offer
and issue the Bond as set forth herein.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MEDINA,
WASHINGTON, DOES ORDAIN AS FOLLOWS:
Section 1. Definitions and Interpretation of Terms.
(a) Definitions. As used in this ordinance, the following words shall have the
following meanings:
Bank means U.S. Bank National Association.
Bond means the $1,350,000 City of Medina, Washington, Limited Tax General
Obligation Bond, 2014 (Taxable) authorized to be issued pursuant to this ordinance.
Bond Fund means the "Bond Redemption Fund" authorized to be created pursuant to
Section 8 of this ordinance.
Bond Register means the registration records for the Bond maintained by the Bond
Registrar.
Bond Registrar means the Finance Director, whose duties include registering and
authenticating the Bond, maintaining the Bond Register, transferring ownership of the Bond,
and paying the principal of and interest on the Bond.
City means the City of Medina, Washington, a municipal corporation duly organized
and existing under the laws of the State of Washington.
City Council or Council means the City Council of the City as the general legislative
authority of the City, as the same shall be duly and regularly constituted from time to time.
City Manager means the City Manager, or the successor of such office.
Default Interest Rate means the Interest Rate plus 3%.
Event of Default means (i) the City has failed to pay principal or interest on the Bond
within 30 days after the due date specified in the payment schedule attached to the Bond, (ii)
the City has failed to comply with any of its obligations or perform any of its duties to the
under this ordinance or under the Bond for a period of more than 90 days after the Bank has
made written demand of such failure, or (iii) there has been a material representation by the
City to the Bank.
Finance Director means the Finance Director of the City, or the successor of such
office.
Interest Rate means the rate of interest set forth in Section 10.
Project means the project described in Section 2 of this ordinance.
Project Fund means the "Project Fund" authorized to be created pursuant to Section 7
of this ordinance.
Registered Owner means the person in whose name the Bond is registered on the Bond
Register.
Reset Date means each five year anniversary from the dated date of the Bond.
Rule means the Securities and Exchange Commission's Rule 15c2-12 under the
Securities Exchange Act of 1934, as the same may be amended from time to time.
-2-
(b) Interpretation. In this ordinance, unless the context otherwise requires:
(1) The terms "hereby," "hereof," "hereto," "herein," "hereunder" and any
similar terms, as used in this ordinance, refer to this ordinance as a whole and not to any
particular article, section, subdivision or clause hereof, and the term "hereafter" shall mean
after, and the term "heretofore" shall mean before, the date of this ordinance;
(2) Words of the masculine gender shall mean and include correlative words
of the feminine and neutral genders and words importing the singular number shall mean and
include the plural number and vice versa;
(3) Words importing persons shall include firms, associations, partnerships
(including limited partnerships), trusts, corporations and other legal entities, including public
bodies, as well as natural persons;
(4) Any headings preceding the text of the several articles and sections of
this ordinance, and any table of contents or marginal notes appended to copies hereof, shall be
solely for convenience of reference and shall not constitute a part of this ordinance, nor shall
they affect its meaning, construction or effect; and
(5) All references herein to "articles," "sections" and other subdivisions or
clauses are to the corresponding articles, sections, subdivisions or clauses hereof.
Section 2. Findings and Authorization of the Project. The City finds that it is in
the best interests of the citizens of the City that the City acquires certain property located
within the City and used as a United States Post Office building (the "Project"). The costs of
the Project and the costs of issuing the Bond shall be paid out of the proceeds of the Bond.
Section 3. Authorization of the Bond. For the purpose of financing costs of the
Project and paying costs of issuance for the Bond, the City hereby authorizes the issuance and
sale of its limited tax general obligation bond in the principal amount of not to exceed
$1,350,000. The bond shall be designated the "City of Medina, Washington, Limited Tax
General Obligation Bond, 2014 (Taxable)," or other such designation as set forth in the Bond
and approved by the Finance Director.
The Bond shall be dated as of its date of delivery, shall be fully registered as to both
principal and interest, shall be in one denomination, and shall mature five years from its dated
date; provided, however, principal shall be amortized over a period of not to exceed 20 years,
as approved by the Finance Director and set forth in the Bond. The Bond shall bear interest
from its dated date or the most recent date to which interest has been paid at the Interest Rate,
as the same may be adjusted pursuant to the Proposal and set forth herein. Interest on the
principal amount of the Bond shall be calculated per annum on a 30/360 basis, or as otherwise
provided in the Bond. Principal of and interest on the Bond shall be payable annually as set
forth in the payment schedule attached to the Bond.
At the option of the Bank and with the consent of the City Council, the term of the
Bond may be extended on each five year anniversary of its dated date (each, a "Reset Date")
for an additional five year term. Under the terms of the Proposal, the Bank is required to
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provide the City notice of its intent to extend the term of the Bond at least 120 days' prior to
each Reset Date. If the Bank offers to extend the term of the Bond, and the City Council
determines that it is in the best interest of the City to approve such extension, the City Council
shall authorize the extension by the adoption of a new ordinance or an amendatory ordinance
establishing the terms and conditions, including any adjustment to the Interest Rate, for such
extension. If the Bank has not offered to extend the term of the Bond, or if the City has
determined that it is in the best interest of the City to prepay and redeem the Bond as provided
in Section 9 hereof, all principal on the Bond, plus accrued interest, shall become due and
payable on the Reset Date.
Section 4. Registration, Exchange and Payments.
(a) Registrar/Bond Registrar. The Finance Director shall act as Bond Registrar.
The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver the Bond if
transferred or exchanged in accordance with the provisions of the Bond and this ordinance and
to carry out all of the Bond Registrar's powers and duties under this ordinance.
(b) Registered Ownership. The City and the Bond Registrar may deem and treat
the Registered Owner of the Bond as the absolute owner for all purposes, and neither the City
nor the Bond Registrar shall be affected by any notice to the contrary. The Bond shall not be
registered with The Depository Trust Company or any other securities depository. Payment of
the Bond shall be made only as described in subsection (e) below. All such payments made as
described in subsection (e) below shall be valid and shall satisfy the liability of the City upon
the Bond to the extent of the amount so paid.
(c) Transfer or Exchange of Registered Ownership. The Bond shall not be
transferrable without the consent of the City unless (i) the Bank's corporate name is changed
and the transfer is necessary to reflect such change; or (ii) the transferee is a successor in
interest of the Bank by means of a corporate merger, an exchange of stock, or a sale of assets.
(d) Registration Covenant. The City covenants that, until the Bond has been
surrendered and canceled, it will maintain a system for recording the ownership of the Bond
that complies with the provisions of Section 149 of the Code.
(e) Place and Medium of Payment. Both principal of and interest on the Bond shall
be payable in lawful money of the United States of America. Principal and interest on the
Bond shall be payable by check, warrant, ACH transfer or by other means mutually acceptable
to the Bank and the City. Upon final payment of principal and interest of the Bond, the
Registered Owner shall surrender the Bond for cancellation at the office of the Bond Registrar
in accordance with this Section 4 and Section 12.
Section 5. Form of Bond. The Bond shall be in substantially the following form:
UNITED STATES OF AMERICA
NO. R-1 $1,350,000
STATE OF WASHINGTON
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CITY OF MEDINA
LIMITED TAX GENERAL OBLIGATION BOND, 2014 (TAXABLE)
INTEREST RATE: %
MATURITY DATE: , 20[_]
REGISTERED OWNER: U.S. BANK NATIONAL ASSOCIATION
PRINCIPAL AMOUNT: ONE MILLION, THREE HUNDRED FIFTY THOUSAND
AND NO/100 DOLLARS
The City of Medina, Washington, a municipal corporation organized and existing under
and by virtue of the laws of the State of Washington (the "City"), hereby acknowledges itself
to owe and for value received promises to pay to the Registered Owner identified above, on or
before the Maturity Date identified above, the Principal Amount identified above. This bond
shall bear interest at the fixed rate stated above (the "Interest Rate"). Interest on this bond shall
accrue from its dated date until paid and shall be computed per annum on the principal amount
outstanding on a 30/360 basis. Principal of and accrued interest on this bond shall be payable
annually on the dates set forth in the payment schedule attached hereto. The Maturity Date of
this bond may be extended at the option of U.S. Bank National Association and with the
consent of the City for an additional five year term resulting in a final maturity of not to exceed
years, as provided in the hereinafter defined Bond Ordinance.
Both principal of and interest on this bond shall be payable in lawful money of the
United States of America. Principal and interest on this bond shall be payable by check or
warrant or by other means mutually acceptable to the Registered Owner and the City. Upon
final payment of principal and interest of this bond, the Registered Owner shall surrender this
bond for cancellation at the office of the Bond Registrar in accordance with Ordinance No.
[9_] of the City (the "Bond Ordinance").
This bond is issued pursuant to the Bond Ordinance to finance the costs related to
purchasing property (the "Project") and to pay costs of issuance for the bond. Capitalized
terms used in this bond have the meanings given such terms in the Bond Ordinance.
The City may prepay this bond as provided in the Bond Ordinance.
The City has in the Bond Ordinance authorized the creation of a fund to be used for the
payment of debt service on this bond, designated as the "Bond Redemption Fund" (the "Bond
Fund"). The Bond Fund shall be drawn upon for the sole purpose of paying the principal of
and interest on this bond.
The City hereby irrevocably covenants and agrees with the owner of this bond that it
will include in its annual budget and levy taxes annually, within and as a part of the tax levy
permitted to the City without a vote of the electorate, upon all the property subject to taxation
in amounts sufficient, together with other money legally available therefor, to pay the principal
of and interest on this bond as the same shall become due. The full faith, credit and resources
of the City are hereby irrevocably pledged for the annual levy and collection of such taxes and
the prompt payment of such principal and interest. Any proceeds of this bond not expended on
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the Project or costs of issuance shall be pledged to payment of this bond and deposited in the
Bond Fund for such purpose.
This bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Bond Ordinance until the Certificate of Authentication hereon
shall have been manually signed by or on behalf of the Bond Registrar or its duly designated
agent.
This bond is issued pursuant to the Constitution and laws of the State of Washington,
and duly adopted ordinances of the City. This bond is transferable upon compliance with the
conditions set forth in the Bond Ordinance.
It is hereby certified that all acts, conditions and things required by the Constitution and
statutes of the State of Washington to exist, to have happened, been done and performed
precedent to and in the issuance of this bond exist, have happened, been done and performed
and that the issuance of this bond does not violate any constitutional, statutory or other
limitation upon the amount of bonded indebtedness that the City may incur.
IN WITNESS WHEREOF, the City of Medina, Washington, has caused this bond to be
executed by the manual or facsimile signatures of the Mayor and the City Clerk and the seal of
the City imprinted, impressed or otherwise reproduced hereon as of this Pt day of December,
2014.
[SEAL]
Patrick Boyd, Mayor
Attest:
Aimee Kellerman, City Clerk
REGISTRATION CERTIFICATE
This bond is registered in the name of the Registered Owner on the books of the City,
in the office of the Finance Director of the City (the "Bond Registrar"), as to both principal and
interest, as noted in the registration blank below. All payments of principal of and interest on
this bond shall be made by the City from the Bond Fund.
Sel
Date of Name and Address of Signature of
Registration Registered Owner Bond Registrar
December , 2014
Finance Director
PAYMENT SCHEDULE
Principal and interest on this bond shall be payable as set forth in the following
schedule:
Date Principal Interest
Total Payment
Section 6. Execution of Bond. The Bond shall be executed on behalf of the City
with the manual or facsimile signatures of the Mayor and City Clerk of the City and the seal of
the City shall be impressed, imprinted or otherwise reproduced thereon.
Only such Bond as shall bear thereon a Certificate of Authentication in the form earlier
recited, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose
or entitled to the benefits of this ordinance. Such Certificate of Authentication shall be
conclusive evidence that the Bond so authenticated has been duly executed, authenticated and
delivered hereunder and is entitled to the benefits of this ordinance.
In case either of the officers who shall have executed the Bond shall cease to be an
officer or officers of the City before the Bond so signed shall have been authenticated or
delivered by the Bond Registrar, or issued by the City, such Bond may nevertheless be
authenticated, delivered and issued and upon such authentication, delivery and issuance, shall
be as binding upon the City as though those who signed the same had continued to be such
officers of the City. The Bond may also be signed and attested on behalf of the City by such
persons who at the date of the actual execution of the Bond, are the proper officers of the City,
although at the original date of such Bond any such person shall not have been such officer of
the City.
Section 7. Application of Bond Proceeds. The City shall establish a fund
designated the "Project Fund" (the "Project Fund") into which the proceeds of the Bond shall
be deposited. Money in the Project Fund shall be used to pay the costs of the Project and costs
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of issuance for the Bond. The Finance Director may invest money in the Project Fund in legal
investments for City funds. Earnings on such investments shall accrue to the benefit of the
Project Fund. Money remaining in the Project Fund after all costs of the Project and costs of
issuance for the Bond have been paid shall be pledged to payment of the principal of the Bond
and deposited in the Bond Fund for such purpose.
Section 8. Pledge of Funds and Credit; General Obligation. The City hereby
authorizes the creation of a fund to be used for the payment of debt service on the Bond,
designated as the "Bond Redemption Fund" (the "Bond Fund"). No later than the date each
payment of principal of or interest on the Bond becomes due, the City shall transmit sufficient
funds, from the Bond Fund or from other legally available sources, to the Bond Registrar for
the payment of such principal or interest. Money in the Bond Fund may be invested in legal
investments for City funds.
The City hereby irrevocably covenants and agrees for as long as the Bond is
outstanding and unpaid that each year it will include in its budget and levy an ad valorem tax
upon all the property within the City subject to taxation in an amount that will be sufficient,
together with other revenues and money of the City legally available for such purposes, to pay
the principal of and interest on the Bond when due.
The City hereby irrevocably pledges that the annual tax provided for herein to be levied
for the payment of such principal and interest shall be within and as a part of the tax levy
permitted to cities without a vote of the people, and that a sufficient portion of each annual
levy to be levied and collected by the City prior to the full payment of the principal of and
interest on the Bond will be and is hereby irrevocably set aside, pledged and appropriated for
the payment of the principal of and interest on the Bond. The full faith, credit and resources of
the City are hereby irrevocably pledged for the annual levy and collection of said taxes and for
the prompt payment of the principal of and interest on the Bond when due.
Section 9. Right of Prepayment. The Bond may be prepaid, in whole or in part,
on any Reset Date without prepayment penalty or fee. If the Bond is prepaid in accordance
with this Section 9, interest shall cease to accrue on the date the Bank receives such
prepayment.
Section 10. Sale of the Bond. The City hereby accepts the Bank's Proposal in
substantially the form on file with the City and in accordance with the terms contained in this
ordinance. The Finance Director is hereby authorized to approve the principal amount of the
Bond, the Interest Rate, and the amortization period for the Bond so long as:
(a) the principal amount of the Bond does not exceed $1,350,000;
(b) the amortization period is no later than 20 years; and
(c) the Interest Rate does not exceed 4.0%.
The Finance Director and other appropriate City officials are hereby authorized and
directed to do everything necessary for the prompt issuance, execution and delivery of the
Bond and for the proper application and use of the proceeds thereof. The Finance Director is
hereby further authorized to execute any documents and to agree to any other terms, conditions
and covenants with the Bank that are in the best interest of the City and in accordance with the
Proposal. In the event that there are any conflicts or discrepancies between any such
documents and this ordinance, this ordinance shall control.
Section 11. Ongoing Disclosure; Covenants.
(a) Ongoing Disclosure. The Bond is exempt from ongoing disclosure
requirements of the Rule.
(b) Covenants. So long as the Bond is outstanding, the City hereby covenants and
agrees as follows:
(1) To maintain rates, fees and revenues of the City at least equal to 1.00
times the annual debt service on all limited tax general obligation debt of the City, including
the Bond. Failure to maintain such ratio may result in an automatic adjustment of the Interest
Rate to the Default Interest Rate at the option of the Bank;
(2) To provide the Bank copies of the City's audited financial statements
within 330 days of the end of each fiscal year;
(3) To provide the Bank copies of the City's final budget within 45 days
after its adoption;
(4) To promptly notify the Bank of any development which is likely to have
a material, adverse effect on the financial condition of the City; and
(5) To provide the Bank financial or other information as may be reasonably
requested from time to time.
(6) The Bonds shall not be (i) assigned a separate rating by any rating
agency, (ii) issued pursuant to any type of offering document or official statement, and (iii)
assigned a CUSIP number by Standard & Poor's CUSIP service.
Section 12. Default. If an Event of Default occurs, the Bank may exercise any remedy
available at law or in equity, provided that the Bond shall not be subject to acceleration.
Subsequent to the occurrence of an Event of Default, unless such Event of Default is waived by
the Bank, the Bond shall bear interest at the Default Interest Rate. Should the Bank exercise
any remedy at law or in equity with respect to the Bond, the prevailing party in such action
shall recover, in addition to all other relief, its reasonable attorney's fees and court costs to be
fixed by the court, to the extent permitted by Washington law.
Section 13. Lost, Stolen or Destroyed Bond. In case the Bond shall be lost, stolen
or destroyed while in the Registered Owner's possession, the Bond Registrar may at the
request of the Registered Owner execute and deliver a new Bond of like date, number and
tenor to the Registered Owner thereof upon the Registered Owner's paying the expenses and
charges of the City and the Bond Registrar in connection therewith and upon its filing with the
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City written certification that such Bond was actually lost, stolen or destroyed and of its
ownership thereof. In the case the Bond shall be lost, stolen, or destroyed while in the
Registered Owner's possession, the Registered Owner may elect upon final payment of
principal and interest of the Bond to surrender a photocopy of the Bond for cancellation at the
office of the Bond Registrar together with written certification that such Bond was actually
lost, stolen or destroyed and of its ownership thereof.
Section 14. Severability; Ratification. If any one or more of the covenants or
agreements provided in this ordinance 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 ordinance and shall in no way affect the validity of
the other provisions of this ordinance or of the Bond. All acts taken pursuant to the authority
granted in this ordinance but prior to its effective date are hereby ratified and confirmed.
Section 15. Effective Date of Ordinance. This ordinance shall be effective five
days after its passage as provided by law.
ADOPTED BY THE CITY COUNCIL OF THE CITY OF MEDINA,
WASHINGTON, ON THIS 1ST DAY OF DECEMBER, 2014.
Patrick Boyd, Mayor
Approved as to form: Attest:
Deanna Gregory, Bond Counsel Aimee Kellerman, City Clerk
Pacifica Law Group, LLP
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CERTIFICATE
I, the undersigned, the Clerk of the City Council (the "City Council") of the City of
Medina, Washington (herein called the "City"), DO HEREBY CERTIFY:
1. That the attached ordinance numbered 9 (herein called the "Ordinance") is a
true and correct copy of an ordinance of the City, as finally adopted at a special meeting of the
City Council held on the 1st day of December, 2014, and duly recorded in my office.
2. That the 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 passage of said Ordinance;
that all other requirements and proceedings incident to the proper adoption of said Ordinance
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 1st day of December, 2014.
Aimee Kellerman, City Clerk