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HomeMy WebLinkAboutORD 4232 i , , , _ �-�-me�ded, b� o RQ �435�i ����, CITY OF RENTON, WASHINGTON ORDINANCE NO. 4232 AN ORDINANCE relating to the waterworks utility of the City, including the sewerage system as a part thereof; providing for the issuance and sale of $2, 150, 000 par value Water and Sewer Revenue Refunding Bonds , 1989, of the City for the purpose of obtaining the funds with which to refund, pay and retire a portion of the City' s outstanding Water and Sewer Revenue Refunding Bonds, 1985; providing for and authorizing the purchase of certain obligations out of the proceeds of the bonds authorized herein and the use and application of the money derived from those investments; authorizing the execution of an agreement with Puget Sound National Bank as refunding trustee; fixing the date, form, denominations, maturities, interest rates, terms and covenants of those bonds; creating a special bond redemption account to provide for the payment of the bonds; and providing for the sale and delivery of those bonds to Seattle-Northwest Securities Corporation, Seattle, Washington, WHEREAS, by Ordinance No. 1156, as amended by Ordinances Nos . 1157 and 1173, the sewerage system of the City of Renton (the "City") has become and is considered a part of the waterworks utility of the City (defined below as the "Waterworks Utility" ) ; and WHEREAS, by Ordinance No. 2020 the system of storm or surface water sewers was determined to consist as a part of the sewerage system and, together with the sewerage system, combined with the Waterworks Utility; and WHEREAS, by Ordinance No , 1450, the City provided for the issuance of its Water and Sewer Refunding and Improvement Revenue Bonds, 1953 (the "1953 Bonds" ) , and, by Section 15 of ORDINANCE NO. 4232 that ordinance, established certain conditions for the issuance of additional water and sewer revenue bonds on a parity of lien with the 1953 Bonds; and WHEREAS, all of the water and sewer revenue bonds of the City issued on a parity of lien with the 1953 Bonds pursuant to the original provisions of Section 15 of Ordinance No. 1450 have been paid and redeemed, or irrevocable provision for their payment and redemption has been made; and WHEREAS, by Ordinance No. 3169, the City authorized the issuance of its Water and Sewer Revenue Refunding Bonds , 1977 , Issue No. 2 (the "1977 Bonds, Issue No . 2" ) , and, by Section 13 of that ordinance, incorporated and amended Section 15 of Ordinance No. 1450, all of which bonds have been paid and redeemed; and WHEREAS, by Ordinance No. 3188, the City authorized the issuance of its Water and Sewer Revenue Refunding Bonds, Issue No . 3 (the "1977 Bonds, Issue No, 3" ) , and by Section 13 of that ordinance incorporated Section 15 of Ordinance No. 1450 , as modified by Section 13 of Ordinance No . 3169 ; and WHEREAS, by Ordinance No. 3720, the City authorized the issuance of its Water and Sewer Revenue Bonds, 1983 (the " 1983 Bonds" ) , and, by Section 12 of that ordinance further modified and strengthened the provisions of Section 15 of Ordinance No . 1450, as modified by Section 13 of Ordinance No . 3169; and WHEREAS, the City presently has outstanding, in addition to the 1977 Bonds, Issue No . 3 , and 1983 Bonds, its Water and Sewer - 2 - . ' . • � ORDINANCE NO. 4232 Revenue Bonds, 1985 (the " 1985 Bonds" ) , issued pursuant to Ordinance No . 3896, Water and Sewer Revenue Bonds, 1986 (the "1986 Bonds" ) , issued pursuant to Ordinance No. 3970, Water and Sewer Revenue Bonds, 1987 (the "1987 Bonds" ) , issued pursuant to Ordinance No . 4068, Water and Sewer Revenue Bonds, 1988 (the "1988 Bonds" ) , issued pursuant to Ordinance No. 4157, and Water and Sewer Revenue Bonds , 1989 (the "1989 Bonds" ) issued pursuant to Ordinance No. 4157, all of which bonds were issued on a parity of lien with the 1977 Bonds , Issue No . 3 ; and WHEREAS, the parity provisions of Section 13 of Ordinance No . 3188, which incorporated therein Section 15 of Ordinance No . 1450, as modified by Section 13 of Ordinance No . 3169, and as further modified and strengthened by Section 12 of Ordinance No . 3720, provide that the City may issue additional water and sewer revenue bonds which will constitute a charge and lien upon the revenue of the Waterworks Utility of the City on a parity with the 1977 Bonds , Issue No. 3, the 1983 Bonds, the 1985 Bonds, the 1986 Bonds, the 1987 Bonds , the 1988 Bonds, the 1989 Bonds and any bonds issued thereafter and having a charge and lien upon the revenue of the Waterworks Utility on a parity with those bonds on compliance at the time of the issuance of such additional bonds with the following conditions : " (A) All payments required by any ordinance to be paid into any bond redemption funds and accounts thereof created to secure the payment of bonds issued on a parity of lien herewith shall have been made into the respective bond redemption funds and accounts thereof for the payment of such bonds and no deficiency exists therein; and - 3 - : , . , � . ORDINANCE NO. 4232 " (B) The revenues of said waterworks system, including the sewerage system, shall be and be deemed sufficient, after the payment of operation and maintenance costs and taxes, based upon the historical experience of said systems or the pro forma revenues under then existing rates over a period of any twenty-four consecutive months out of the thirty-six months immediately preceding the time of the issuance of such additional bonds, to equal at least 1 .3 times the average annual principal and interest requirements of the bonds of this issue then outstanding and of the revenue bonds proposed to be so issued. Such determination of the sufficiency of the revenues shall be made and certified to by an engineer experienced in municipal utilities; and " (C) The ordinance authorizing the issuance of such additional revenue bonds shall provide for the setting aside into a reserve fund or account of an amount not less than the average annual debt service requirement, both principal and interest of the additional revenue bonds proposed to be so issued, which reserve fund or account shall be maintained in such amount so long as any of said bonds are outstanding to the last maturity thereof" ; and WHEREAS, the City presently has outstanding $1 , 775, 000 of its 1985 Bonds maturing on April 1 of the years 1996 through 2005, inclusive (the "1985 Refunded Bonds" ) , bearing interest at various rates from 9 .4% to 9 . 8% per annum payable on April 1 and October 1 of each year; and WHEREAS, pursuant to Ordinance No. 3896 , the City reserve the right and option to redeem the 1985 Refunded Bonds on April 1, 1995, at a price of 102% of par plus accrued interest; and WHEREAS, after due consideration it appears to the City that the 1985 Refunded Bonds may be refunded by the issuance and sale of water and sewer revenue refunding bonds so that a - 4 - , . ' . , ORDINANCE NO. 4232 substantial savings will be effected by the difference between the principal and interest costs over the life of the refunding bonds to be issued and the principal and interest costs over the life of the 1985 Refunded Bonds but for such refunding, which refunding will be effected by: (a) the issuance of water and sewer revenue refunding bonds; and (b) the payment of the interest on the 1985 Refunded Bonds when due up to and including April 1, 1995, and the call, payment and redemption on April 1 , 1995 , of all of the 1985 Refunded Bonds at a price of 102% of par; and WHEREAS, Seattle-Northwest Securities Corporation has offered to purchase $2, 150 , 000 water and sewer revenue refunding bonds of the City under the terms and conditions set forth herein; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, DO ORDAIN, as follows : SECTION I . Definitions . As used in this ordinance, the following words shall have the following meanings : "Acquired Obligations" shall mean those United States Treasury Certificates of Indebtedness, Notes and Bonds--State and Local Government Series and other direct non-callable obligations of the United States of America purchased to accomplish the Refunding. "Annual Debt Service" for the Bonds shall mean all the interest plus all principal which will mature or come due in any year. - 5 - ORDINANCE N0. 4232 "Average Annual Debt Service" shall mean the sum of the Annual Debt Service for the remaining years to the last scheduled maturity of the Bonds divided by the number of those years . "Bond Fund" shall mean that special fund of the City known as the 1989 Water and Sewer Revenue Refunding Bond Redemption Account created by this ordinance as a separate account in the Water and Sewer Revenue Parity Bond Fund for the payment of the principal of and interest on the Bonds . "Bond Registrar" shall mean the fiscal agencies of the State of Washington in Seattle, Washington, and New York, New York, as the same shall be designated from time to time. "Bonds" shall mean the $2, 150,000 par value City of Renton Water and Sewer Revenue Refunding Bonds, 1989, authorized to be issued by this ordinance. "1985 Bonds" shall mean the outstanding Water and Sewer Revenue Bonds, 1985 , of the City issued pursuant to Ordinance No . 3896 . "1985 Refunded Bonds" shall mean the 1985 Bonds maturing on April 1 of the years 1996 through 2005, inclusive. "City" shall mean the City of Renton, Washington, a duly organized and legally existing noncharter code city under the laws of the State of Washington. "Future Parity Bonds" shall mean all water and sewer revenue bonds of the City issued after the date of the issuance of the Bonds and having a lien and charge on the Revenue of the - 6 - ORDINANCE NO. 4232 Waterworks Utility on a parity with the lien and charge on such Revenue for the payment of the principal of and interest on the Outstanding Parity Bonds and the Bonds . "Maintenance and Operation Expense" shall mean all expenses incurred by the City in causing the Waterworks Utility to be operated and maintained in good repair, working order and condition, which shall not include any depreciation expenses or taxes or charges in lieu of taxes levied or imposed by the City. "Outstanding Parity Bonds" shall mean the 1977 Bonds , Issue No . 3 , the 1983 Bonds, the 1985 Bonds, the 1986 Bonds, the 1987 Bonds , the 1988 Bonds and the 1989 Bonds . "Principal and Interest Account" shall mean the subaccount of that name created in the Bond Fund by this ordinance for the payment of the principal of and interest on the Bonds . "Refunding Plan" shall mean the payment of the interest on the 1985 Refunded Bonds up to and including April 1, 1995 , and, on April 1, 1995, the call , payment and redemption of all of the outstanding 1985 Bonds at a price of 102% of par . "Refunding Trust Agreement" shall mean that agreement between the City and the Refunding Trustee to provide for carrying out the Refunding Plan. "Refunding Trustee" shall mean Puget Sound National Bank . "Reserve Account" shall mean the subaccount of that name created in the Bond Fund by this ordinance for the purpose of - 7 - ORDINANCE NO. 4232 securing the payment of the principal of and interest on the Bonds . "Revenue of the Waterworks Utility" shall mean all the earnings and revenue received by the Waterworks Utility from any source whatsoever, including payments received under contract with other municipal corporations for water service, except general taxes, charges in lieu of taxes, assessments in any utility local improvement district hereafter created, proceeds from the sale of City property, bond proceeds and earnings subject to a federal tax or rebate requirement . "Term Bonds" shall mean any Outstanding Parity Bonds and/or Future Parity Bonds identified as such in the ordinance authorizing the issuance thereof , the payment of which is provided for by a requirement for mandatory deposits of money into the principal and interest account of the bond redemption fund created for the payment of such issue of bonds in accordance with a mandatory sinking fund requirement. "Water and Sewer Revenue Parity Bond Fund" shall mean the fund of that name created by Ordinance No. 3896 . "Waterworks Utility Fund" shall mean that special fund of the City into which all of the Revenue of the Waterworks Utility (except for earnings in any special fund for the redemption of revenue obligations of the Waterworks Utility) shall be deposited. "Waterworks Utility" shall mean the combined water and sewerage systems, including the storm and surface water sewers, - 8 - ORDINANCE N0. 4232 of the City as the same may be added to, improved and extended for as long as any of the Outstanding Parity Bonds, the Bonds and any Future Parity Bonds are outstanding. SECTION II . Findinqs Reqardinq Parity Provisions . The City Council finds that all payments required by Ordinances Nos . 3169, 3188 , 3720, 3896, 3970, 4068 , 4157 and 4211 for the Outstanding Parity Bonds have been made into the respective bond redemption funds and accounts therein for the Outstanding Parity Bonds, that provision hereinafter is made for the accumulation of the amounts required in the Reserve Account of the Bond Fund, and that there will be on file prior to the issuance and delivery of the Bonds a certificate of Richard H. Harbert of RH2 Engineering, P.S. , an engineer experienced in municipal utilities, that the Revenue of the Waterworks Utility is sufficient to meet the 1 .3 coverage requirement of those ordinances . SECTION III . Authorization and Description of Bonds . For the purpose of providing the money required to carry out the Refunding Plan, including the cost of issuance and sale of the Bonds, the City shall issue the Bonds in the aggregate principal amount of $2, 150,000 . The Bonds shall be designated City of Renton Water and Sewer Revenue Refunding Bonds, 1989 (defined above as the "Bonds") ; shall be dated September 1 , 1989; shall be in the denomination of $5, 000 or any integral multiple thereof within a single maturity; shall be numbered separately in the manner and with any additional designation as the Bond Registrar - 9 - ORDINANCE N0. 4232 deems necessary for the purpose of identification; and shall bear interest at the rates set forth below, computed on the basis of a 360-day year of twelve 30-day months, payable on April 1, 1990, and semiannually thereafter on each succeeding October 1 and April 1 . The Bonds shall bear interest at the rates and mature on April 1 in years and amounts as follows : Maturity Interest Years Amounts Rates 1990 $ 80 ,000 6 . 00% 1991 20 ,000 6 . 10 1992 25 ,000 6 . 20 1993 25 ,000 6 .30 1994 25 ,000 6 . 40 1995 25,000 6 . 50 1996 160 ,000 6 . 60 1997 170 ,000 6 . 70 1998 180 ,000 6 . 80 1999 225 ,000 6 . 80 2000 170 ,000 7 . 00 2001 180 ,000 7 . 00 2002 195 ,000 7 . 00 2003 210 ,000 7 . 10 2004 225 ,000 7 . 10 2005 235 ,000 7 . 10 SECTION IV. Reqistration and Transfer of Bonds . The Bonds shall be issued only in registered form as to both principal and interest and recorded on books or records maintained by the Bond Registrar (the "Bond Register") . The Bond Register shall contain the name and mailing address of the owner of each Bond and the principal amount and number of each of the Bonds held by each owner . Bonds surrendered to the Bond Registrar may be exchanged for Bonds in any authorized denomination of an equal aggregate principal amount and of the same interest rate and maturity. - 10 - ORDINANCE N0. 4232 Bonds may be transferred only if endorsed in the manner provided thereon and surrendered to the Bond Registrar . Any exchange or transfer shall be without cost to the owner or transferee. The Bond Registrar shall not be obligated to exchange or transfer any Bond during the fifteen days preceding any principal payment or redemption date . SECTION V. Payment of Bonds . Both principal of and interest on the Bonds shall be payable in lawful money of the United States of America. Interest on the Bonds shall be paid by checks or drafts mailed by the Bond Registrar on the interest payment date to the registered owners at the addresses appearing on the Bond Register on the fifteenth day of the month preceding the interest payment date . Principal of the Bonds shall be payable upon presentation and surrender of the Bonds by the registered owners at either of the principal offices of the Bond Registrar at the option of the owners. The Bonds shall be payable solely out of the Bond Fund and shall be a valid claim of the owners thereof only as against the Bond Fund and the amount of the Revenue of the Waterworks Utility pledged to that fund and shall not be general obligations of the City. SECTION VI . Optional Redemption and Open Market Purchase of Bonds . Bonds maturing in the years 1990 through 1998 , inclusive, shall be issued without the right or option of the City to redeem those Bonds prior to their stated maturity dates . The City reserves the right and option to redeem Bonds maturing on or after April 1 , 1999, prior to their stated - 11 - ORDINANCE N0. 4232 maturity dates as a whole at any time on or after April 1, 1998 , or in part, by lot in such manner as the Bond Registrar shall determine within one or more maturities selected by the City, on April 1 , 1998, or on any interest payment date thereafter, at par plus accrued interest to the date fixed for redemption. Portions of the principal amount of any Bond, in installments of $5,000 or any integral multiple thereof, may be redeemed. If less than all of the principal amount of any Bond is redeemed, upon surrender of that Bond at either of the principal offices of the Bond Registrar , there shall be issued to the registered owner, without charge therefor, a new Bond (or Bonds at the option of the registered owner) of the same interest rate and maturity in any of the denominations authorized by this ordinance in the aggregate total principal amount remaining unredeemed. The City further reserves the right and option to purchase any or all of the Bonds in the open market at any time at a price not in excess of par plus accrued interest to the date of purchase. All Bonds purchased or redeemed under this section shall be cancelled. SECTION VII . Notice of Redemption . The City shall cause notice of any intended redemption of Bonds to be given not less than 30 nor more than 60 days prior to the date fixed for redemption by first-class mail, postage prepaid, to the registered owner of any Bond to be redeemed at the address - 12 - ORDINANCE N0 . 4232 appearing on the Bond Register at the time the Bond Registrar prepares the notice, and the requirements of this sentence shall be deemed to have been fulfilled when notice has been mailed as so provided, whether or not it is actually received by the owner of any Bond. Interest on Bonds called for redemption shall cease to accrue on the date fixed for redemption unless the Bond or Bonds called are not redeemed when presented pursuant to the call . In addition, the redemption notice shall be mailed within the same period, postage prepaid, to Moody' s Investors Service, Inc . , and Standard & Poor ' s Corporation at their offices in New York, New York, or their successors , to Seattle-Northwest Securities Corporation, at its principal office in Seattle, Washington, or its successor , and to such other persons and with such additional information as the City Finance Director shall determine, but these additional mailings shall not be a condition precedent to the redemption of Bonds . SECTION VIII . Failure to Redeem Bonds . If any Bond is not redeemed when properly presented at its maturity or call date, the City shall be obligated to pay interest on that Bond at the same rate provided in the Bond from and after its maturity or call date until that Bond, both principal and interest, is paid in full or until sufficient money for its payment in full is on deposit in the Bond Fund and the Bond has been called for payment by giving notice of that call to the registered owner of each of those unpaid Bonds . - 13 - ORDINANCE N0. 4232 SECTION IX. Creation of Account and Subaccounts; Deposits into Accounts . There is created the 1989 Water and Sewer Revenue Refunding Bond Redemption Account (heretofore defined as the Bond Fund) which shall be a separate bond redemption account within the Water and Sewer Revenue Parity Bond Fund. The Bond Fund is divided into two subaccounts, the Principal and Interest Account and the Reserve Account . So long as Bonds are outstanding against the Bond Fund, the City Finance Director shall (a) set aside and pay into the Principal and Interest Account out of the Revenue of the Waterworks Utility a fixed amount, without regard to any fixed proportion, namely, monthly, on or before the first day of each month beginning with the month of September 1989, an amount, together with any accrued interest received on the delivery of the Bonds to the initial purchaser thereof or other money on deposit therein, equal to 1/7 of the interest requirements on April 1, 1990 , and, on or before the first day of each month beginning with the month of April 1990 , an amount, together with other money on deposit therein, equal to 1/6 of the next ensuing six months ' requirements for interest on the Bonds and 1/12 of the amount of principal of the Bonds payable on the next ensuing interest or principal and interest paymment date and continuing thereafter until the Bonds, both principal and interest, are paid in full , - 14 - ORDINANCE N0. 4232 and (b) set aside and pay into the Reserve Account out of the Revenue of the Waterworks Utility in substantially equal monthly payments such amounts so that by no later than September 1, 1994, there shall have been accumulated in the Reserve Account for the Bonds an amount not less than the Average Annual Debt Service for the Bonds . The Reserve Account in the Bond Fund may be accumulated from any other money which the City may have available for that purpose in addition to or in lieu of using revenue therefor . The City further agrees that when the required amounts have been paid into the Reserve Account in the Bond Fund, the City will maintain those amounts therein at all times, except for withdrawals therefrom as authorized herein, until there is sufficient money in the Bond Fund, including the Reserve Account therein, to pay the principal of and interest to maturity on all outstanding Bonds , at which time no further payments need be made into the Bond Fund, and the money in the Bond Fund, including the Reserve Account, may be used to pay that principal and interest. In the event there shall be a deficiency in the Principal and Interest Account to meet maturing installments of either principal or interest, as the case may be, on the Bonds, the deficiency shall be made up from the Reserve Account by the withdrawal of cash therefrom for that purpose . Any deficiency created in the Reserve Account by reason of any withdrawal shall then be made up from the Revenue of the Waterworks Utility first - 15 - ORDINANCE N0. 4232 available after making necessary provisions for the required payments into the Principal and Interest Account . All money in the Reserve Account not needed to meet the payments of principal and interest when due may be kept on deposit in the official bank depository of the City or in any national bank or may be invested in any legal investment for City funds maturing not later than the interest or principal and interest payment date when the money will be needed. Interest on any of those investments or on that bank account shall be deposited in and become a part of the Reserve Account until the total required reserve amount shall have been accumulated therein, after which time the interest shall be deposited in the Principal and Interest Account . Notwithstanding the provisions for the deposit or maintenance of earnings in accounts of the Bond Fund, any earnings which are subject to a federal tax or rebate requirement may be withdrawn from the Bond Fund for deposit into a separate fund or account for that purpose. If the City shall fail to set aside and pay into the Bond Fund the amounts set forth above, the owner of any of the outstanding Bonds may bring an action against the City to compel that setting aside and payment . SECTION X. Flow of Funds . Funds in the Waterworks Utility Fund (other than in any bond redemption or federal rebate account) shall be used in the following order of priority: - 16 - ORDINANCE N0. 4232 (a) To pay Maintenance and Operation Expense; (b) To pay the interest on the Outstanding Parity Bonds, the Bonds and any Future Parity Bonds; (c) To pay the principal of the Outstanding Parity Bonds, the Bonds and any Future Parity Bonds; (d) To make all payments required to be made into any sinking fund or bond redemption fund hereafter created for the payment of Future Parity Bonds which are Term Bonds; (e) To make all payments required to be made into the reserve accounts created to secure the payment of the Outstanding Parity Bonds, the Bonds and any Future Parity Bonds; (f) To make all payments required to be made into any revenue bond optional redemption fund or warrant redemption fund and debt service account or reserve account created to pay and secure the payment of the principal of and interest on any revenue bonds or revenue warrants of the City having a lien upon the Revenue of the Waterworks Utility junior and inferior to the lien thereon for the payment of the principal of and interest on the Outstanding Parity Bonds , the Bonds and any Future Parity Bonds; and (g) To retire by optional redemption or purchase in the open market any outstanding revenue bonds or revenue warrants of the City, to make necessary additions, betterments, improvements and repairs to or extensions and replacements of the Waterworks Utility or for any other lawful City purpose . SECTION XI . Pledqe of Revenue and Lien Position. The Revenue of the Waterworks Utility is pledged to the payments set forth in Section IX, and the Bonds shall constitute a lien and charge on that revenue prior and superior to any other charges whatsoever , excluding Maintenance and Operation Expense, except that the lien and charge on such revenue for the Bonds shall be - 17 - ORDINANCE NO. 4232 on a parity with the lien and charge thereon for the Outstanding Parity Bonds and any Future Parity Bonds hereafter issued. SECTION XII . Findinqs Reqardinq Sufficiencv of Revenue. In the judgment of the City Council, the Revenue of the Waterworks Utility and benefits to be derived from the operation and maintenance of the Waterworks Utility, at the rates to be charged for water, sanitary sewage disposal service and storm and surface water drainage service in the entire utility, will be more than sufficient to meet all Maintenance and Operation Expense (and cost of maintenance and operation of the Waterworks Utility as that term is used in RCW 35 . 92 . 100) and the debt service requirements of the Outstanding Parity Bonds and to permit the setting aside in the Bond Fund, out of the revenue of the entire utility, of amounts sufficient to pay the interest on the Bonds as that interest becomes payable and to pay and redeem all of the Bonds at maturity. The City Council further declares that in creating the Bond Fund and in fixing the amounts to be paid into the same, as aforesaid, it has exercised due regard for the Maintenance and Operation Expense (and costs of maintenance and operation as used in RCW 35 . 92 . 100) and the debt service requirements of the presently outstanding Outstanding Parity Bonds, and the City has not bound and obligated itself to set aside and pay into the Bond Fund a greater amount or proportion of the revenue of that utility than in the judgment of the City Council will be available over and above Maintenance and Operation Expense (and such costs of maintenance and - 18 - ORDINANCE NO. 4232 operation) and debt service requirements of the Outstanding Parity Bonds and that no portion of the Revenue of the Waterworks Utility has been previously pledged for any unrefunded indebtedness other than the payment of the presently outstanding Outstanding Parity Bonds . SECTION XIII . Refundinq of the 1985 Refunded Bonds . (a) Acquisition and Substitution of Acquired Obliqations . The proceeds of the issuance and sale of the Bonds, except the accrued interest , if any, received, which shall be deposited in the Principal and Interest Account , shall be deposited immediately upon the receipt thereof with the Refunding Trustee to discharge the obligations of the City relating to the outstanding 1985 Refunded Bonds under Ordinance No. 3896 by providing for the payment of the amounts required to be paid by the Refunding Plan. To the extent practicable, such obligations shall be discharged fully by the Refunding Trustee' s simultaneous purchase of Acquired Obligations bearing such interest and maturing as to principal and interest in such amounts and at such times so as to provide for the payment of the amounts required to be made by the Refunding Plan. The Acquired Obligations are listed and more particularly described in Schedule A attached to the Refunding Trust Agreement but are subject to substitution as set forth below. Prior to the purchase of any such Acquired Obligations, the City reserves the right to substitute other direct, noncallable obligations of the United States of America ( "Government - 19 - ORDINANCE NO. 4232 Obligations" ) for any of the Acquired Obligations and to use any savings created thereby for any lawful City purpose if, (a) in the opinion of Foster Pepper & Shefelman, the City' s bond counsel, the interest on the Bonds will remain excluded from gross income for federal income tax purposes under Sections 103, 148 and 149(d) of the Internal Revenue Code of 1986 , as amended (the "Code" ) , and (b) such substitution shall not impair the timely payment of the amounts required to be paid by the Refunding Plan as so verified by an independent nationally recognized firm of certified public accountants . After the purchase of the Acquired Obligations by the Refunding Trustee, the City reserves the right to substitute therefor cash or Government Obligations subject to the conditions that such money or securities held by the Refunding Trustee shall be sufficient to carry out the Refunding Plan, that such substitution will not cause the Bonds to be arbitrage bonds within the meaning of Section 148 of the Code and regulations thereunder in effect on the date of such substitution and applicable to obligations issued on the issue date of the Bonds, and that the City obtain, at its expense: ( 1 ) verification by an independent nationally recognized firm of certified public accountants acceptable to the Refunding Trustee confirming that the payments of principal of and interest on the substitute Acquired Obligations, if paid when due, and any other money held by the Refunding Trustee will be sufficient to carry out the Refunding Plan; and (2) an opinion from Foster Pepper & - 20 - ORDINANCE N0. 4232 Shefelman, bond counsel to the City, its successor, or other nationally recognized bond counsel to the City, to the effect that the disposition and substitution or purchase of such securities, under the statutes , rules and regulations then in force and applicable to the Bonds, will not cause the interest on the Bonds or the 1985 Refunded Bonds to be included in gross income for federal income tax purposes and that such disposition and substitution or purchase is in compliance with the statutes and regulations applicable to the Bonds . Any surplus money resulting from the sale, transfer, other disposition or redemption of the Acquired Obligations and the substitutions therefor shall be released from the trust estate and transferred to the City to be used for any lawful City purpose. (b) Administration of Refundinq Plan. The Refunding Trustee is authorized and directed to purchase the Acquired Obligations (or substitute obligations) and to make the payments required to be made by the Refunding Plan from the Acquired Obligations (or substitute obligations) and money deposited with the Refunding Trustee pursuant to this ordinance. All Acquired Obligations (or substitute obligations) and the money deposited with the Refunding Trustee and any income therefrom shall be held irrevocably, invested and applied in accordance with the provisions of Ordinance No . 3896, this ordinance, Chapter 39 , 53 RCW and other applicable statutes of the State of Washington, and the Refunding Trust Agreement . All necessary and proper fees, compensation and expenses of the Refunding Trustee for the - 21 - ORDINANCE N0. 4232 Bonds and all other costs incidental to the setting up of the escrow to accomplish the refunding of the outstanding 1985 Refunded Bonds and costs related to the issuance and delivery of the Bonds, including bond printing, rating service fees, verification fees, bond counsel ' s fees and other related expenses, shall be paid out of the proceeds of the Bonds . (c) Ruthorization for Refundinq Trust Aqreement . In order to carry out the Refunding Plan provided for by this ordinance, the Mayor is authorized and directed to execute and deliver to the Refunding Trustee a Refunding Trust Agreement substantially in the form on file with the City Clerk and by this reference made a part hereof setting forth the duties, obligations and responsibilities of the Refunding Trustee in connection with the payment, redemption and retirement of the outstanding 1985 Refunded Bonds as provided herein and stating that the provisions for payment of the fees, compensation and expenses of such Refunding Trustee set forth therein are satisfactory to it . Prior to executing the Refunding Trust Agreement, the Mayor is authorized to make such changes therein which do not change the substance and purpose thereof or which assure that the escrow provided therein and the Bonds are in compliance with the requirements of federal law governing the exclusion of interest on the Bonds from gross income for federal income tax purposes . Section XIV. Call for Redemption of the Outstandinq 1985 Refunded Bonds. The City calls for redemption on April 1 , 1995, - 22 - ORDINANCE N0. 4232 all of the outstanding 1985 Refunded Bonds at a price of 102% of par plus accrued interest. Such call for redemption shall be irrevocable after the delivery of the Bonds to the initial purchaser thereof . The date on which the 1985 Refunded Bonds hereby are called for redemption is the next date on which those bonds may be called at a premium of 3% or less . The proper City officials are authorized and directed to give, or arrange for the Refunding Trustee or Bond Registrar to give, such notices as required, at the times and in the manner required pursuant to Ordinance No . 3896, in order to effect the redemption prior to their maturity of the 1985 Refunded Bonds . SECTION XV. Covenants . The City covenants and agrees with the owner of each Bond at any time outstanding as follows : (a) It will establish, maintain and collect such rates and charges for water, sanitary sewage disposal service and storm and surface water drainage service so long as any Outstanding Parity Bonds and Bonds are outstanding as will make available for the payment of the principal of and interest on such bonds an amount equal to at least 1 .3 times the average annual debt service requirements, both principal and interest, on the Outstanding Parity Bonds and the Bonds after deducting Maintenance and Operation Expense from the Revenue of the Waterworks Utility. "Average annual debt service requirements" shall mean the aggregate amount of principal and interest payable in each year over the remaining life of such Outstanding Parity Bonds and Bonds divided by the number of maturity years remaining to the last maturity of the longest maturing issue, being the year 2009 . (b) It will at all times maintain and keep the Waterworks Utility in good repair, working order and condition and also will at all times operate such Utility and the business in connection therewith in an efficient manner and at a reasonable cost . - 23 - ORDINANCE NO. 4232 (c) It will not sell , lease, mortgage or in any manner encumber or dispose of all the property of the Waterworks Utility unless provision is made for payment into each of the respective bond redemption funds or accounts for the Outstanding Parity Bonds and the Bond Fund of sums sufficient to pay, respectively, the principal of and interest on all Outstanding Parity Bonds and the Bonds at any time outstanding, and that it will not sell , lease, mortgage, or in any manner encumber or dispose of any part of the property of the Waterworks Utility that is used, useful and material to the operation thereof , unless provision is made for replacement thereof , or for payment into the respective bond redemption funds or accounts for the Outstanding Parity Bonds and the Bond Fund of the total amount of revenue received which shall not be less than an amount which shall bear the same ratio to the amount of the Outstanding Parity Bonds and Bonds, respectively, as the revenue available for debt service for such outstanding bonds for the twelve months preceding such sale, lease, encumbrance or disposal from the portion of the utility sold, leased, encumbered or disposed of bears to the revenue available for debt service for such bonds from the entire utility for the same period. Any such money so paid into such funds shall be used to retire such outstanding bonds at the earliest possible date. (d) It will while any of the Bonds remain outstanding keep proper and separate accounts and records in which complete and separate entries shall be made of all transactions relating to the Waterworks Utility, and it will furnish the original purchaser or purchasers of the Bonds or any subsequent owner or owners thereof at the written request of such owner or owners complete operating and income statements of such utility in reasonable detail issued in any calendar year not more than ninety days after the close of such calendar year , and it will grant any owner or owners of at least twenty-five percent of the outstanding Bonds the right at all reasonable times to inspect the entire Waterworks Utility and all records, accounts and data of the City relating thereto . Upon request of any owner of any of the Bonds, it also will furnish to such owner a copy of the most recently completed audit of the City' s accounts by the State Auditor of Washington. - 24 - ORDINANCE N0. 4232 (e) It will not furnish water , sanitary sewage disposal service or storm and surface water drainage service to any customer whatsoever free of charge and promptly will take legal action to enforce collection of all delinquent accounts . (f) It will carry the types of insurance on the Waterworks Utility properties in the amounts normally carried by private water and sewer companies engaged in the operation of water and sewerage systems, and the cost of such insurance shall be considered a part of operating and maintaining such utility. If, as, and when the United States of America or some agency thereof shall provide for war risk insurance, the City further agrees to take out and maintain such insurance on all or such portions of such utility on which such war risk insurance may be written in an amount or amounts to cover adequately the value thereof . (g) It will pay all Maintenance and Operation Expense and the debt service requirements for the Outstanding Parity Bonds and the outstanding Bonds, and otherwise meet the obligations of the City as herein set forth. (h) It will take all actions necessary to prevent interest on the Bonds from being included in gross income for federal income tax purposes, and it will neither take any action nor make or permit any use of proceeds of the Bonds or other funds of the City treated as proceeds of the Bonds at any time during the term of the Bonds which will cause interest on the Bonds to be included in gross income for federal income tax purposes . The City also covenants that , if all gross proceeds of the Bonds not used to carry out the Refunding Plan have not been spent within six months after the date of issuance of the Bonds, it will calculate, or cause to be calculated, and rebate to the United States all earnings from the investment of those gross proceeds of the Bonds that are in excess of the amount that would have been earned had the yield on those investments been equal to the yield on the Bonds, plus all income derived from those excess earnings, to the extent and in the manner required by Section 148 of the United States Internal Revenue Code of 1986, as amended (the "Code" ) , and applicable regulations . If the City fails to meet rebate requirements applicable to the Bonds under Section 148 of the Code, the City covenants that, to - 25 - ORDINANCE N0. 4232 the extent permitted by that Section, it will pay the penalty provided in Subsection 148(f) ( 7) (C) if required to prevent interest on the Bonds from being included in gross income for federal income tax purposes . The City certifies that it has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. SECTION XVI . Form and Execution of Bonds . The Bonds shall be printed or lithographed on good bond paper in a form consistent with the provisions of this ordinance and state law, shall be signed by the Mayor and City Clerk, either or both of whose signatures may be manual or in facsimile, and the seal of the City or a facsimile reproduction thereof shall be impressed or printed thereon. Only Bonds bearing a Certificate of Authentication in the following form, manually signed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance: CERTIFICATE OF AUTHENTICATION This bond is one of the fully registered City of Renton, Washington, Water and Sewer Revenue Refunding Bonds, 1989, described in the Bond Ordinance. WASHINGTON STATE FISCAL AGENCY Bond Registrar By Authorized Officer - 26 - ORDINANCE NO. 4232 The authorized signing of a Certificate of Authentication shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered and are entitled to the benefits of this ordinance. If any officer whose facsimile signature appears on the Bonds ceases to be an officer of the City authorized to sign bonds before the Bonds bearing his or her facsimile signature are authenticated or delivered by the Bond Registrar or issued by the City, those Bonds nevertheless may be authenticated, delivered and issued and, when authenticated, issued and delivered, shall be as binding on the City as though that person had continued to be an officer of the City authorized to sign bonds . Any Bond also may be signed on behalf of the City by any person who, on the actual date of signing of the Bond, is an officer of the City authorized to sign bonds, although he or she did not hold the required office on the date of issuance of the Bonds . SECTION XVII . Bond Reqistrar . The Bond Registrar shall keep, or cause to be kept, at its principal corporate trust office, sufficient books for the registration and transfer of the Bonds which shall be open to inspection by the City at all times . The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver Bonds transferred or exchanged in accordance with the provisions of the Bonds and this ordinance, to serve as the City' s paying agent for the Bonds and to carry out all of the Bond Registrar ' s powers and duties under this - 27 - ORDINANCE NO. 4232 ordinance and City Ordinance No, 3755 establishing a system of registration for the City' s bonds and obligations . The Bond Registrar shall be responsible for its representations contained in the Bond Registrar ' s Certificate of Authentication on the Bonds. The Bond Registrar may become the owner of Bonds with the same rights it would have if it were not the Bond Registrar and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as members of, or in any other capacity with respect to, any committee formed to protect the rights of Bond owners . SECTION XVIII . Bonds Neqotiable. The Bonds shall be negotiable instruments to the extent provided by RCW 62A. 8-102 and 62A. 8-105 . SECTION XIX. Advance Refundinq or Defeasance of Bonds . In the event the City shall issue advance refunding bonds pursuant to the laws of the State of Washington, or have money available from any other lawful source, to pay the principal of and interest on the Bonds or such portion thereof included in the refunding or defeasance plan as the same become due and payable and to refund or defease all such then outstanding Bonds and to pay the costs of refunding or defeasance, and shall have irrevocably set aside for and pledged to such payment, refunding or defeasance, money and/or direct obligations of the United States of America sufficient in amount, together with known earned income from the investment thereof, to make such payments and to accomplish the defeasance or refunding as scheduled - 28 - ORDINANCE NO. 4232 (hereinafter called the "trust account" ) and shall make irrevocable provisions for redemption of such Bonds, then in that case the Bonds shall be deemed defeased (hereinafter collectively called the "defeased Bonds" ) . Thereafter, all right and interest of the owners of the defeased Bonds in the covenants of this ordinance, in the Revenue of the Waterworks Utility and in funds and accounts obligated to the payment of such Bonds shall cease and become void, except such owners shall have the right to receive payment of the principal of and interest on the defeased Bonds from the trust account and, in the event the funds in the trust account are not available for such payment, shall have the residual right to receive payment of the principal of and interest on the defeased Bonds from the Revenue of the Waterworks Utility without any priority of lien or charge against such revenue or covenants with respect thereto except to be paid therefrom. After the establishing and full funding of the trust account, the City may then apply any money in any other fund or account established for the payment or redemption of the defeased Bonds to any lawful purposes as it shall determine, subject only to the rights of the owners of any other bonds then outstanding. In the event the refunding plan provides that the Bonds being refunded or the refunding bonds to be issued be secured by cash and/or direct obligations of the United States of America or other legal investments pending the prior redemption of those - 29 - ORDINANCE N0. 4232 Bonds being refunded and if such refunding plan also provides that certain cash and/or direct obligations of the United States of America or other legal investments are pledged irrevocably for the prior redemption of those Bonds included in the refunding plan, then only the debt service on the Bonds which are not defeased Bonds and the refunding bonds , the payment of which is not so secured by the refunding plan, shall be included in the computation of coverage for issuance of Future Parity Bonds and the annual computation of coverage for determining compliance with the rate covenants . SECTION XX. Provision for Future Parity Bonds . The City reserves the right to issue Future Parity Bonds which will constitute a lien and charge on the Revenue of the Waterworks Utility on a parity with the Outstanding Parity Bonds and the Bonds if the conditions set forth in Section 13 of Ordinance No. 3188, as modified and strengthened by Section 12 of Ordinance No. 3720 , are met and complied with at the time of the issuance of those Future Parity Bonds, which sections are by this reference incorporated herein and made a part hereof and shall continue to be applicable even though the 1953 Bonds have been paid and retired. SECTION }�I . Approval of Bond Purchase Contract . Seattle-Northwest Securities Corporation of Seattle, Washington, has presented a bond purchase contract (the "Bond Purchase Contract") to the City offering to purchase the Bonds under the terms and conditions provided in the Bond Purchase Contract, - 30 - , . , ORDINANCE N0. 4232 which written Bond Purchase Contract is on file with the City Clerk and is incorporated herein by this reference. The City Council finds that entering into the Bond Purchase Contract is in the City' s best interest and therefore accepts the offer contained therein and authorizes its execution by City officials . The Bonds will be printed at City expense and will be delivered to the purchaser in accordance with the Bond Purchase Contract, with the approving legal opinion of Foster Pepper & Shefelman, municipal bond counsel of Seattle, Washington, regarding the Bonds printed on each Bond. Bond counsel shall not be required to review and shall express no opinion concerning the completeness or accuracy of any official statement, offering circular or other sales material issued or used in connection with the Bonds, and bond counsel ' s opinion shall so state. The proper City officials are authorized and directed to do everything necessary for the prompt delivery of the Bonds to the purchaser and for the proper application and use of the proceeds of the sale thereof . SECTION �II , Temporary Bond. Pending the printing, execution and delivery to the Purchaser of definitive Bonds, the City may cause to be executed and delivered to the Purchaser a single temporary Bond in the total principal amount of the Bonds . The temporary Bond shall bear the same date of issuance, interest rates , principal payment dates and terms and covenants as the definitive Bonds, shall be issued as a fully registered - 31 - . : , � ORDINANCE N0 . 4232 � � Bond in the name of the Purchaser, and otherwise shall be in a form acceptable to the Purchaser . The temporary Bond shall be exchanged for definitive Bonds as soon as they are printed, authenticated and available for delivery. SECTION �III . Effective Date of Ordinance. This ordinance shall be effective upon its passage, approval and five days after publication PASSED by the City Council this 21st day of August, 1989 . � ��'�a,u,���I���L�� Marilyn J.�PeEY�ersen, Depu'ty City Clerk APPROVED BY THE MAYOR this 21 day of August, 1989 . � } ��.� . � � �,LJ��nn C �� Ear'�`�Cly�ner`; Ma r � Approved as to Form: �`1 v � ' `' , �6•� ' � U � Date of Publication: August 25, 1989 2551r - 32 -