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HomeMy WebLinkAboutORD 4455 i i � CITY OF RENTON, WASHINGTON I ORDINANCE NO. 4455 ' AN ORDINANCE of the City of Renton, Washington, providing for the issuance of $5, 000, 000 principal amount of Golf System Revenue Bonds, 1994, of the City for the purposes of obtaining the funds with which to construct improvements to the City's existing Maplewood Golf I Course, including a new clubhouse (including pro shop, 1� restaurant and meeting rooms) , practice range and course i improvements, capitalize a portion of the interest on the bonds, and capitalize a reserve for those bonds; fixing the date, form, maturities, interest rates, terms and covenan�s of such bonds; establishing a bond redemption account and related subaccounts therein; establishing a . revenue account and related subaccounts therein; and approving the sale and providing for the delivery of �hose bonds to Piper Jaffray Inc. , of Seattle, �nTashington. Prepared By FOSTER PEPPER & SHEFELMAN Seattle, Washington � TABLE OF CONTENTS ORDINANCE NO. 4455 Paae Section I. Def initions . . . . . . . . . . . . . . . . 2 SECTION II. Authorization and Description of Bonds . . 7 SECTION III. Registration and Transfer of Bonds . . . . 9 SECTION IV. Payment of Bonds . . . . . . . . . . . . . 9 SECTION V. Optional Redemption, Mandatory Redemption and Open Market Purchase of Bonds . . . . . . . . . . . . . . . . . . 10 SECTION VI. Notice of Redemption e . . . . . . . . . 11 SECTION VII. Failure to Redeem Bonds . . . . . . . . . 12 SECTION VIII. Bond Redemption Account . . . . . . . . . 13 SECTION IX. Pledge of Gross Revenue . . . . . . . . . 16 SECTION X. Sufficiency of Gross Revenue; Due Regard Finding s . . . . . . . . . . . . . . . . 17 SECTION XI. Form and Execution of Bonds . , . . . . . 17 SECTION XII. Bond Registrar . . . . . . . . . . . . . 18 SECTION XIII. Bonds Negotiable . . . . . . . . . . . . 19 SECTION XIV. Covenants . . . . . . . . . . . . . . . . 19 (a) Rates and Charges . . . . . . . . . . . . . . 19 (b) Good Repair and Maintenance . . . . . . . . . 19 (c) Operating and Maintenance Expenses . . . . . . 20 (d) Limitation on Sale of Property . . . . . . . . 20 � (e) Accounts and Records . . . . . . . . . . . . . 21 (f) Self-Insurance and Insurance . . . . . . . . . 21 (g) Payment of Obligations . . . . . . . . . . . . 21 (h) Preservation of Tax, Exemption for Interest on Bonds . . . . . . . . . . . . . . . . . . . . 21 SECTION XV. Future Parity Bonds . . . . . . . . . . . 22 SECTION XVI. Revenue Account . . . . . . . . . . . . . 24 SECTION XVII. Purposes and Priority of Payments from Revenue Account . . . . . . . . . . . . . 25 0133196.04 -1- SECTION XVIII. Advance Refundinq or Defeasance of Bonds . . . . . . . . . . . . . . . . . . 27 SECTION XIX. Construction Account;- Application of Proceeds of Bonds . . . . . . . . . . . . 28 SECTION XX. Amendatory and Supplemental Ordinances . 30 (a) Provisions Exclusive . . . . . . . . . . . . 30 (b) Amendments Without Consent of Bondowners . . . 30 (c) Amendments With Consent of Bondowners . . .. . 31. (d) Effect of Amendments . . . . o o a . . . e . . 32 SECTION XXI. Approval of Bond Purchase Contract; Sale and Delivery of the Bonds . . . . . . . e 33 SECTION XXII. Temporary Bond . . . . . . . . . . . . . 34 SECTION XXIII. Effective Date . . . . . . . . . . . . . 35 0133196.04 -11- CITY OF RENTON, WASHINGTON ORDINANCE NO. 4455 AN ORDINANCE of the City of Renton, Washington, providing for the issuance of $5, 000,000 principal amount Golf System Revenue Bonds, 1994, of the City for the - purposes of obtaining the funds with which to construct improvements to the City's existing Maplewood Golf Course, including a new clubhouse (including pro shop, .:restaurant and meeting rooms) , practice range and course improvements, capitalize a portion of the interest on the � bonds, and capitalize a reserve for those bonds; fixing the date, form, maturities, interest rates, terms and covenants of such bonds; establishing a bond redemption account and related subaccounts therein; establishing a revenue account and related subaccounts therein; and approving the sale and providing for the delivery of those bonds to Piper Jaffray Inc. , of Seattle, Washington< WHEREAS, pursuant to the authority of RCW 67.20. 010 to acquire and operate certain recreational facilities, the City Council of� the City of Renton, Washington (the "City") , has determined that it is in the best interest of the City and the inhabitants thereof to construct certain improvements to the City's existing Maplewood Golf Course, including a new clubhouse (including pro shop; restaurant and meeting rooms) , practice range and course improvements; and WHEREAS, the City has determined to issue the Bonds to provide the funds to pay a part of the cost of carrying out the golf course improvements; and WHEREAS, Piper Jaffray Inc. , Seattle, Washington, has offered to purchase the Bonds under the terms and conditions hereinafter set forth; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, DOES ORDAIN as follows: 0133196.04 -1- ORDINANCE NO. 4455 Section I. Definitions. As used in this ordinance, �he following words shall have the following meanings: "Annual �Debt Service" means, in any year, that year's total of principal and interest requirements for the then outstanding bonds (except the .principal maturity of Term Bonds) to which the term Annual Debt Service refers, plus the principal of any bonds subject- to mandatory prior redemption or mandatory sinking fund payment for that year, less all capitalized interest payable in that year from the proceeds of such bonds, "Average Annual Debt Service" means, in any year, the sum of the remaining Annual Debt Service of the then outstanding bonds to which the term Average Annual Debt Service applies divided by the number of years such bonds are scheduled to remain outstanding. "Bond Redemption Account" means the Golf System Revenue Bond Redemption Account created by this ordinance for the purpose of paying and securing the principal of and interest on the Bonds and any Future Parity Bondso "Bond Registrart° means the fiscal agencies of the State of Washington in Seattle, Washington, and New York, New York, as the same may be designated from time to time. "Bonds" means the $5, 000, 000 principal amount Golf System Revenue Bonds, 1994, authorized to be issued by this ordinance. � "City" means the City of Renton, Washington, a duly organized and legally existing non-charter code city under the laws of the State of Washington. 0133196.04 -2- ORDINANCE NO. 4455 "Code" means the United States Internal Revenue Code of 1986; as amended, and applicable regulations thereunder. "Construction Account" means the Golf Course Construction Account, 1994, created in the Golf Fund of the City by this ordinance, "Consultant" means either (1) a firm of recognized golf course . management consultants experienced in the design, construction or operation of municipal golf facilities, or (2) an independent certified public accountant. "Coverage Requirement" means, . in any calendar year, Net Revenue of the System at least equal to 125% of the Annual Debt Service for that year on all outstanding Bonds and Future Parity Bonds. "Future Parity Bonds" means any and all revenue bonds or other obligations of the City issued after the date of the issuance of the Bonds pursuant to the provisions of Section XV of this ordinance, the payment of the principal of and interest on which � constitutes a lien and charge upon the Gross Revenue of the System on a parity with the lien and charge of the Bonds. "Golf Fund" means the existing fund of that name and further designated as fund no. 404, previously created and established in the office of the City Finance Director. "Government Obligations" means those government obligations defined by RCW 39. 53 . 010 (9) as it now reads or hereafter may be amended and which are otherwise lawful investments of the City. 0133196.04 -3- « ORDINANCE NOo 4455 "Gross Revenue Subaccount" means the subaccount of that name created in the Revenue Account by Section XVI of this ordinance. "Gross Revenue of the System" or "Gross Revenue" means all the earnings and revenue received by the City in respect of the System .from any source whatsoever, including but not limited to green fees, golf cart rental fees, practice range revenues, pro shop merchandise sales revenues, restaurant food and beverage revenues, and meeting room rental revenue, but excluding general ad valorem taxes, grants from state, federal or local governments, earnings in any refunded or defeased bond escrow account or fund, earnings rebatable or estimated to be rebatable to the federal government under Section 148 (f) of the Code, gifts to the System for capital purposes, proceeds from the sale of City property and proceeds of City or System obligations. ' "Maximum Annual Debt Service" means the maximum amount of Annual Debt Service which becomes due in any future year on any outstanding Bonds and Future Parity Bonds. 10Net Revenue" means, for any year, Gross Revenue minus Operating and Maintenance Expenses for that year. "Operating and Maintenance Expenses" means all reasonable expenses incurred by the City in causing the System to be operated and maintained in good repair, working order and condition, including, without limitation, payments (other than payments out of proceeds of the Bonds or Future Parity Bonds) of premiums for insurance on the System facilities, and any State taxes, but 0133196.04 —4— ORDINANCE NO. 4455 excluding depreciation, amortization and any City .imposed taxes. or payments in lieu of taxes. "Permitted Investments" means any legal investments permitted by law to the City. °1Principal and Interest Subaccount" means the subaccount of that name created in the Bond Redemption Account by this ordinance. for the payment of the principal of and interest on the Bonds and any Future Parity Bonds. "Rate : Stabilization Subaccount" means the subaccount of that name created in the Revenue Account by this ordinance. "Rating Agency" means Moody's Investors Service, Standard & Poor's Ratings Group, Fitch Investors Services and their respective successors and assigns, and/or such other securities rating agency selected by the City to provide a rating with respect to an issue or series of Future Parity Bonds or .any portion thereof, which Rating Agency, as of the applicable date, shall have assigned a rating to that issue or series of Future Parity Bonds or portion thereof. "Reserve Subaccount" means the subaccount of that name created in the Bond Redemption Account by this ordinance for the purpose of securing the payment of the principal of and interest on the Bonds and any Future Parity Bonds. "Reserve Instrument" means, by way of example and not of limitation, a letter of credit, bond insurance policy, surety bond, guaranty, standby bond purchase agreement, line of credit or other device, that is used to satisfy all or part of the Reserve 0133196.04 -5- ORDINANCE NOe 4455 '� Requirement in lieu of depositing cash or investments in the Reserve Subaccount and that is rated by a Rating Agency in one of its three highest rating categories (without regard to any numerical or other modifier) . "Reserve Requirement" means: (1) For the Bonds, an amount from the proceeds of the Bonds that does not exceed the least of (a) 10% of the proceeds of the Bonds, (b) Maximum Annual Debt Service on the Bonds calculated as of the date of delivery of the B�nds, and (c) 125% of the Average Annual I Debt Service on the Bonds calculated as of the date of I delivery of the Bonds; and ; (2) For any issue of Future Parity Bonds, an amount which, �ogether with the balance in the Reserve Subaccount, does not exceed the least of (a) 10% of .the proceeds of the Bonds, any then outstanding Future Parity Bonds and such issue of Future Parity Bonds, (b) Maximum Annual Debt Service on the Bonds, any then outstanding Future Parity Bonds and such issue of Future Parity Bonds as of the calculation date and (c) 125� of the Average Annual Debt Service on the Bonds, any then outstanding Future Parity Bonds and such issue of Future Parity Bonds as of the calculation date, but in no event shall the Reserve Requirement for any proposed Future Parity Bonds exceed the least of 10% of the proceeds of those proposed bonds, Maximum Annual Debt Service on those proposed bonds and 125% of the Average Annual Debt Service on �hose proposed bonds. (3) Notwithstanding paragraphs (1) and (2) above, the deposit to be made into the Reserve Subaccount, and the Reserve Requirement, each shall be decreased for the Bonds or any issue of Future Parity Bonds when and to the extent that the City has provided for a Reserve Instrument to secure the payment of the principal of and interest on the Bonds or such Future Parity Bondse The amount payable under any Reserve Instrument shall satisfy that amount of the Reserve Requirement for the Bonds or such an issue of Future Parity Bonds. Such amount shall be accumulated within five years of the issue date of the proposed Future Parity Bonds and, to the extent it is not capitalized from the proceeds of such Future Parity Bonds, � 0133196.04 —6— ORDINANCE NO. 4455 � shall be deposited in approximately. equal annual payments commencing one year after the issue date of such Future Parity Bonds. "Revenue Account" means the Golf System Revenue Account created by this ordinance. "System" means the City's existing Maplewood Golf Course as the same may be added to or improved, the improvements to be constructed with Bond proceeds and other City funds, all golf- related buildings, facilities and equipment, and any other golf or other recreational facilities which hereafter may be acquired, . constructed or combined lawfully with the existing System facilities comprising the System, together : with all additions thereto and betterments and extensions thereof at any time .made or constructed the revenue from which is hereafter pledged to be paid into the Revenue Account. "Term Bond Maturity Year" means any year in which Term Bonds are scheduled to mature. � "Term Bonds" means the Bonds maturing in 2015 and any Future Parity Bonds of any single issue or series designated as Term Bonds in the ordinance authorizing their issuance or sale. SECTION II. Authorization and Description of Bonds. For the purpose of providing a part of the funds (i) to construct certain improvements to the City's existing Maplewood Golf Course, including a new clubhouse (including pro shop, restaurant and meeting rooms) , practice range and course improvements; (ii) to capitalize a portion of the interest due on the Bonds in 1994 and 0133196.04 -7- ORDINANCE NO. 4455 1995; (iii)� to capitalize a reserve for the Bonds; and. (iv) to �pay the costs of issuance and sale of the Bonds, the City shall issue the Bonds in the aggregate principal amount of $5, 000, 000. The Bonds shall be designated Golf System Revenue Bonds, 1994; shall be dated July 1, 1994; shall be in the denomination of $5,000 or any integral multiple thereof within a single maturity; shall be numbered separately in the manner and with any additional designation as the Bond Registrar deems necessary for purposes of identification; 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 December 1, 1994, and semiannually thereafter on each �succeeding June 1 and December 1; and shall bear interest at the rates and mature on December 1 in years and amounts as follows: Maturity Interest Years Amounts Rates 1996 $140, 000 4. 50% 1997 150, 000 4.75 1998 155, 000 5. 10 1999 165, 000 5. 25 2000 170, 000 5. 35 2001 180, 000 5.45 2002 190, 000 5. 60 2003 200, 000 5.70 - 2004 215, 000 5.80 2005 225, 000 6,00 2006 240, 000 6. 15 2007 255, 000 6. 25 2008 270, 000 6. 30 2009 285, 000 6. 35 2010 . 305, 000 6.40 ** ** ** 2015 1, 855, 000 7. 00 0133196.04 ' -8- ORDINANCE NO. 4455 The life of the capital facilities to be constructed with the proceeds of the Bonds exceeds twenty-two years. SECTION IITe Registration 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 of an equal aggreqate principal amount in any authorized denomination and of the same interest rate and maturity. 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 IV. 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 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 or, if requested in writing by a registered owner of $100, 000 or more in principal amount of Bonds at least ten days before an interest payment date, by wire transfer� on the interest payment 0133196.Qi -9- .,� ORDINANCE NO. 4455 date to an account within the United States. 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. � SECTION V. Optional Redemption, Mandatory Redemption and Open Market Purchase of Boncls. Bonds maturing in the years 1996 through 2004, 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 December 1, 2005, prior to their stated maturity dates as a whole, or in part from maturities selected by : the City (and by lot within a maturity in such manner as the Bond� Registrar shall determine) , at any time on or after December 1, 2004, at par plus accrued interest to the date fixed for : redemption. The Bonds maturing in the year 2015 are Term Bonds and, if not previously called for optional redemption or purchased in the open market, shall be called for redemption at par plus accrued interest to the date of such redemption by lot (in such manner determined by the Bond Registrar) on December 1 in the following years and in the following amounts: Mandatory Redemption Mandatory Redemption Year Amount 2011 $325, 000 2012 345, 000 2013 370, 000 2014 395, 000 2015 (maturity) 420, 000 0133196.04 -1�- ORDINANCE NO. 4455 If the City shall redeem. Term Bonds under the optional redemption provisions set forth above or purchase Term Bonds in the open market as set forth below, the par amount of the Term Bonds so ', . redeemed or .purchased (irrespective of their actual redemption or �, purchase .prices) shall be credited against one or more scheduled mandatory redemption amounts for those Term Bonds (as allocated by the City) beginning not earlier than 60 days after the date of the optional redemption or purchase, and the City shall promptly notify the Bond Registrar in writing of the manner in which the credit for the Term Bonds so redeemed or purchased has been allocated. Portions of the principal amount of any. Bond, in installments 4 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 maturity and interest rate 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 at any time. All Bonds purchased or redeemed under this section shall be cancelled. SECTION VI. 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 0133196.04 -11- ORDINANCE NO. 4455 ��I f redemption.by first-class mail, postage prepaid, to the registered. owner of any Bond to be redeemed at the address 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 I Bonds called for redemption shall cease to accrue on the date fixed �I, 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 Ratings I Group at their offices in New York, New York, or their successors, I to Piper Jaffray Inc. a� their principal offices in Seattle, Washington, or their successors, 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. II SECTION VII. 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 Redemption Account and the Bond has been called for payment by giving notice of that call to the registered owner of that unpaid Bonde 0133196.01 -12- ORDINANCE NO. 4455 . , SECTION VIII. Bond Redemption Account. There is created and established in the office of the City Finance Director within the Golf Fund a separate special fund of the City to be designated as the Golf System Revenue Bond Redemption Account (herein defined as the "Bond Redemption Account") , which fund is divided into two subaccounts: a Principal and Interest Subaccount and a Reserve Subaccount. So long as any Bonds or Future Parity Bonds are outstanding against the Bond Redemption Account, the City obligates and binds itself to set aside and pay into the Bond Redemption Account, out of the Gross Revenue of the System and other specified sources, certain fixed amounts, without regard to any fixed proportion, namely: (a) Into the Principal and Interest Subaccount, $276,860.45 from the proceeds of the Bonds, plus accrued interest received from the purchasers of the Bonds, and, beginning with the month of June, 1995, an amount which, together with other money on deposit therein, will equal 1/6 of the amount of interest to become due and payable on the Bonds on the next interest payment date and, beginning with the month of December, 1995, 1/12 of the amount of principal to become due and payable on the next principal payment or mandatory redemption date until the Bonds, both principal and interest, are paid in full; and (b) Into the Reserve Subaccount, an amount to fund fully the Reserve Requirement for the Bonds from the proceeds of the Bonds and, for Future Parity Bonds, an amount sufficient to fund the Reserve Requirement within the time permitted by this ordinance. The City covenants and agrees that so long as any of the Bonds are outstanding it will at all times maintain in the Reserve Subaccount an amount equal to the Reserve Requirement, except for withdrawals therefrom as authorized herein. When the total amount in the Bond Redemption Account shall equal the total amount of 0133196.Oi -13- ORDINANCE NO. 4455 principal and interest for all outstanding Bonds and Future Parity Bonds payable out of the Bond Redemption Account to the last maturity thereof, no further payment need be made into the Bond Redemption Account. If there is a deficiency in the Principal and Interest Subaccount to meet maturing installments of either principal or interest, as the case may be, to pay required redemptions of the Bonds or Future Parity Bonds, or to meet mandatory redemption requirements, such deficiency shall be made up from the Reserve Subaccount by the withdrawal of cash therefrom for. that purpose: Any deficiency created in the Reserve Subaccount by reason of any such withdrawals shall be made up from the Gross Revenue of the System first available after making necessary provisions for the required payments into the Principal and Interest Subaccount. The Reserve Requirement in the Reserve Subaccount otherwise shall be held intact, except that it may be applied against payment of the last outstanding Bonds or Future Parity Bonds payable out of the Bond Redemption Account. The City may provide for the purchase, redemption or defeasance of bonds payable from the Bond Redemption Account by the use of money on deposit in any subaccount in the Bond Redemption Account as long as the money remaining in those subaccounts is sufficient to satisfy the requirements for amounts on deposit in those subaccounts for the remaining bonds outstanding payable from the Bond Redemption Account. 0133196.04 ' -14- i ORDINANCE NO. 4455 I Al1 money in the Bond Redemption Account may be kept in cash or invested in Permitted Investments. Permitted Investments in the Principal and Interest Subaccount shall not mature later than the date when the funds are required for the payment of principal of or : interest on the outstanding bonds payable from the Bond Redemption � Account. Permitted Investments in the Reserve Subaccount shall not- mature later than the last maturity of any remaining outstanding I bonds payable from the Bond Redemption Account. Income from � investments in the Reserve Subaccount shall be deposited in that subaccount until the amount in the Reserve Subaccount is equal to , the Reserve Requirement for all bonds payable from the Bond I � Redemption Account, and thereafter shall be deposited in the Principal and Interest Subaccounte Notwithstanding the provisions for the deposit of earnings, any earnings which are subject to a federal rebate requirement may be withdrawn from the Bond Redemption Account for deposit into •a separate gund or account for that purpose. In no event shall any money in the Bond Redemption Account or any other money reasonably expected to be used to pay principal of or interest on the Bonds be invested at a yield which would cause the Bonds to be arbitrage bonds within the meaning of Section 148 of the Code. In addition, the City reserves the right to substitute for all or for a portion of the money or investments in the Reserve Subaccount a Reserve Instrument which, when combined with any money or investments remaining in the Reserve Subaccount, equals an - 0133196.04 -15- ORDINANCE NO. 4455 amount not less than the Reserve Requirement. for all outstand.ing Bonds and Future Parity Bonds. The City may create sinking fund . subaccounts or other subaccounts in the Bond Redemption Account for the payment or securing the payment of bonds payable from the Bond Redemption Account as long as the maintenance of such . subaccounts does not conflict with the rights of the owners of bonds payable from the Bond Redemption Account or with applicable federal tax law requirements. If the City fails to set aside and pay into the Bond Redemption Account the amounts set forth above, the. owner of any of. the outstanding bonds payable out of the Bond Redemption Account may bring an action against the City and compel the setting aside and paymente SECTION IX. Pledge of Gross Revenue. The Gross Revenue of the System is pledged irrevocably to the payment of the Bonds •and any Future Parity Bonds, and the Bonds and Future Parity Bonds, if any, shall constitute a charge or lien upon that Gross Revenue prior and superior to any other charges whatsoever other than Operating and Maintenance Expenses. The Bonds shall constitute a valid claim of the owners thereof only against the Bond Redemption Account and the fixed amounts of Gross Revenue of the System pledged thereto. The Bonds are not general obligations of the City. 0133196.04 -16- ORDINANCE NO. 4455 SECTION X. Sufficiency of Gross Revenue; Due Regard Findina. Payments out of the Revenue Account to the Bond Redemption Account, as set forth above, shall be a first charge upon the Gross Revenue of the System and such Revenue Account, � subj ect to the prior payment of Operating and Maintenance Expenses._ The City Council declares and finds that in f.ixing the amounts to be paid into .the Bond Redemption Account as described above it has exercised due regard for operating and Maintenance Expenses to be paid from Gross Revenue of the System and has not obligated the � City to set aside and pay into the Bond Redemption Account a greater amount of that Gross Revenue than in its judgment will be� available over and above such Operating and Maintenance Expenses to� be paid from Gross .Revenue. SECTION XI. 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: 0133196.04 -17- ORDINANCE NO. 4455 CERTIFICATE OF AUTHENTICATION This bond is one of the fully registered City of Renton, Washington, Golf System Revenue Bonds, 1994, described in the Bond Ordinance. WASHINGTON STATE FISCAL AGENCY Bond Registrar By Authorized Officer 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 issue date of the Bonds. SECTION XII. 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 0133196.04 -18- ORDINANCE NO. 4455 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 ordinance and City Ordinance No. 3755 establishing a system of registration for. �he 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 XIII. Bonds Negotiable. The Bonds shall be negotiable instruments to the extent provided by RCW 62A.8-102 and 62A.8-105. SECTION XIV. Covenants. The City covenants and agrees with the owner of each Bond at any time outstanding as follows: (a) Rates and Charqes, The City shall establish, maintain and collect such rates and charges for the use of the System as will make available money sufficient for the prompt payment og the principal of and interest on the Bonds and any Future Parity Bonds. It shall adjust such rates and charges from time to time so that it will meet the Coverage Requiremente (b) Good Repair and Maintenance. It will at all times maintain and keep the System and all additions thereto and betterments and extensions thereof in good 0133196.04 -19- ORDINANCE NO. 4455 repair, �working order and condition and also will at all times operate the System and the golf course activities in connection therewith in an efficient manner and at a reasonable cost. (cj Operatinq and Maintenance Expenses. It will provide for Operating and Maintenance Expenses from the Gross Revenue of the System and other money lawfully available therefor. If sufficient amounts are not available from Gross Revenue to provide for Operating and Maintenance Expenses, the City shall budget and transfer grom any lawful source money sufficient to provide for those Operating and Maintenance Expenses. (d) Limitation on Sale of Propertv. It will not sell, lease, mortgage, or in any manner encumber or dispose of all of its title to the property or facilities comprising the System unless provision is made for payment into the Bond Redemption Account or a defeasance account of an amount sufficient to pay the principal of and interest on all Bonds and Future Parity .Bonds at that time outstanding or to defease such Bonds to their maturity or earlier call date under Section XVIII of this ordinance; nor will it sell, lease, mortgage, or in any manner encumber or dispose of any substantial part of the property or facilities comprising the System that is used, useful and material to the operation of the System . unless provision is made for replacement thereof or for payment into the Bond Redemption Account of an amount which shall bear the same ratio to the amount of the outstanding bonds payable from the Bond Redemption . . . Account as the revenue available for debt service on those bonds for the twelve months preceding such sale, lease, encumbrance or disposal from the portion of the System so sold, leased, encumbered or disposed of bears to the revenue available for debt service for those bonds from all the System for the same period. Any such money so paid into the Bond Redemption Account or defeasance account shall be used to retire or defease outstanding bonds payable therefrom at their maturity or earliest possible call date. Notwithstanding any other provision of this subsection, the City in its discretion may sell or otherwise dispose of any of the property or facilities comprising the System which shall have become unserviceable, inadequate, obsolete or unfit to be used in the operation of the System, or no longer necessary, material to or useful to the operation of the System, without making any deposit into the Bond Redemption Account. 0133196.04 -20- ORDINANCE NO. 4455 (e) Accounts and Records. It will keep proper and - separate accounts and records in which complete and separate entries shall be made of all transactions relating to the System and it will furnish to the owner or owners of any outstanding Bonds or Future Parity Bonds, at the written request of such owner or owners, �complete operating and income statements of the System in �reasonable detail covering any calendar year not more than 180 days after the close of such calendar year. It will grant . any owner or owners of at least 25% of the outstanding Bonds and Future Parity Bonds the right at � all reasonable times to inspect the System and all records, accounts and data of the City relating thereto. Upon the request of any owner of any of the Bonds or Future Parity Bonds, it will furnish such owner a copy of the most recently completed audit of the City's accounts by the State Auditor of Washington or such other audit as is authorized by law in lieu thereof. (f) Self-Insurance and Insurance. It will at all � times either self-insure in such manner and to such , extent as the City shall determine to be necessary and � appropriate or, to the extent insurance coverage is available at reasonable cost with responsible insurers, keep the System�and the operations thereof insured, with ' policies payable to the City, against the risks of direct physical loss, damage to or destruction of the System or any part thereof, and against accidents, casualties and . negligence, at least to the extent that similar insurance - is carried by municipally-owned golf and recreational facilitiese The cost of such self-insurance and the .: premiums on such insurance policies are declared to be a normal part of Operating and Maintenance Expenses. (g) Payment of Obligations. It will pay all the debt service requirements for all outstanding Bonds and Future Parity Bonds and all Operating and Maintenance Expenses and otherwise will meet the obligations of the City as set forth in this ordinance. (h) Preservation of Tax Exemption for Interest on Bonds. 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, to the extent the arbitrage rebate requirement of Section 148 of the Code is applicable to 0133196.0! -21- ORDINANCE NO. 4455 � the Bonds, it will take all actions necessary to comply (or to be treated as having complied) with that requirement in connection with the Bonds, including the � payment of any penalties if required under Section 148 of the Code 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 XV. Future Parity Bonds. The City covenants and agrees with the owner of each Bond at any time outstanding that it will not issue any Futizre Parity Bonds except upon compliance with the following conditions: (a) At the time of the issuance of such Future - Parity Bonds, there shall be no deficiency in the r Principal and Interest Subaccount and the Reserve Subaccount shall be fully funded at the Reserve Requirement for the Bonds and Future Parity Bonds then outstanding. (b) The ordinance authorizing the issuance of such Future Parity Bonds shall provide for the payment of sinking fund requirements into the Bond Redemption Account for any Term Bonds to be issued and for regular ' � payments to be made for the payment of the principal of such Term Bonds on or before their maturity, or, as an alternative, the mandatory redemption of such Term Bonds prior to their maturity date from money in the Principal and Interest Subaccounte (c) The ordinance authorizing the issuance of any Future Parity Bonds shall provide for the payment of the principal thereof and interest thereon out of the Bond Redemption Account. (d) The ordinance providing for the issuance of such Future Parity Bonds shall provide for the payment of an amount equal to the Reserve Requirement for those Future Parity Bonds into the Reserve Subaccount in the Bond Redemption Account from the Future Parity Bond proceeds, or shall provide for the deposit of an amount equal to the Reserve Requirement for those Future Parity Bonds from money in the Reserve Subaccount in excess of the Reserve Requirement of all bonds then payable from 0133196.04 -22- ORDINANCE NO. 4455 � the Bond Redemption Account and from the Gross Revenue of �he S stem within five ears of issuance of those Future � Y Y Parity Bonds in approximately equal annual payments, or shall provide a Reserve Instrument which, together with any Future Parity Bond proceeds deposited in the Reserve Subaccount, at least equals the Reserve Requirement. If � such .Future Parity Bonds are issued for the purpose of � refunding outstanding Bonds and/or Future Parity Bonds, ', the amount of such reserve allocated to such refunded � bonds may be used to retire outstanding Bonds or outstanding Future Parity Bonds pursuant to the refunding �� plan, or may be retained and used as a reserve for such refunding Future Parity Bonds, or may remain in the Reserve Subaccount to be used as the reserve for any other remaining bonds payable from the Bond Redemption � Account. ' (e) At the time of the issuance of such Future Parity Bonds, the City shall have on file a certificate � from a Consultant showing that the Net Revenue of the � �'� System for any 12 consecutive calendar .months out the 24 calendar months immediately preceding the month of the delivery of the Future Parity Bonds was at least equal to the Coverage Requirement for the then outstanding Bonds and Future Parity Bonds and the Future Parity Bonds then proposed to be issued. In estimating the Net Revenue of the System available for debt service, the Consultant's certificate shall use the historical Net Revenue of the System, which ' shall not include the proceeds from the sale of City property, but may be adjusted to reflect: (1) Any changes in rates in effect and being charged or expressly committed by ordinance of the City Council to be made in the future; (2) The revenue to be deposited in the Revenue Account which is derived from any person, � firm, corporation or municipal corporation under any executed contract for System service, which revenue was not included in the historical Net Revenue of the System; (3) The estimate of the revenue to be derived by the City from the operation of any improvements to the System then under construction but not completed, or improvements to be paid for out of the proceeds of the additional Future Parity Bonds when such improvements are completed. 0133196.04 -23- ORDINANCE NO. 4455 However, no Consultant's certificate shall be required if: . (a) The City delivers a certificate demonstrating, based� upon the historical financial statements of the City corroborated by certified.statements of the Division of Municipal Corporations of the State Auditor's office of the State of Washington (or any successor. to the duties of that office) or by an independent certified public accounting firm, that Net Revenue of the System either for any 12 consecutive calendar months out of the immediately preceding 24 calendar months or for the . preceding two fiscal years would be sufficient to meet the Coverage Requirement in each year commencing with the first full fiscal year following the later of (i) the date on which the proj ects or improvements to be f inanced with the proceeds of the Future Parity Bonds proposed to �. be issued are reasonably estimated to be ready for normal continuous operation (or, if portions of the projects or improvements are to be placed in normal continuous operation at different times, the midpoint of the expected dates of continuous operation of all portions of ' such projects or improvements) , or (ii) the date on which the interest on the Future Parity Bonds proposed to be issued will cease to be paid from the proceeds of those bonds; or (b) The Future Parity Bonds proposed to be issued (treating the portion of any issue or series of bonds properly allocable to refunding purposes as a separate issue for this purpose) are for the sole purpose of refunding outstanding bonds payable from the Bond � Redemption Account, the Annual Debt Service for the refunding bonds is not increased in each year by more than $5, 000 over the amount required for the bonds to be refunded and the maturities of those refunding bonds are not extended beyond the respective maturities of the bonds to be refunded. Nothing contained in the provisions for Future Parity Bonds shall prevent the City from issuing revenue bonds having a subordinate lien on the Gross Revenue of the System. SECTION XVI. Revenue Account. There is created in the office of the City Finance Director within the Golf Fund a separate special fund of the City to be designated as the Golf System 0133196.04 -24- ORDINANCE NO. 4455 Revenue Account (herein defined as the "Revenue Account") , which fund is divided into two subaccounts consisting of a Gross Revenue Subaccount and a Rate Stabilization Subaccount. The Revenue . Account shall be held separate and apart from other funds and accounts of the City. The Gross Revenue of the System, except for earnings in the Bond Redemption Account, shall be credited to and deposited in the Gross Revenue Subaccount. The City may make transfers into the Rate Stabilization Subaccount from funds in the Gross Revenue Subaccount at any time, and amounts so transferred within 90 days after the end of any calendar year may be treated as occurring in such calendar year. The City may create other subaccounts in the Revenue Account to facilitate �he administration of the Revenue Account so long as the maintenance of such subaccounts does not conflict with the rights of the owners of bonds payable from the Bond Redemption Account or with applicable federal tax law requirements. �� SECTION XVII. � Purposes and Priority of Payments from Revenue Account. Money in the Gross Revenue Subaccount shall be used for the following purposes only and shall be applied in the following order of priority: (a) To pay necessary Operating and Maintenance i Expenses; (b) To make all required payments into the Principal and Interest Subaccount in the Bond Redemption Account for all bonds payable out of the Bond Redemption Account, including all payments required to be made for the required sinking fund payment of any Term Bonds; 0133196.04 -25- ORDINANCE NO. 4455 � (c) To make any reimbursement payments required • under any policy of municipal bond insurance in force with respect to the Bonds or any Future Parity Bonds, except that if there is not sufficient money to make all such reimbursement payments those payments will be made on a pro rata basis; (d) To make all required payments into the Reserve � Subaccount; (e) To make all payments required to be made pursuant to any reimbursement agreement in connection with a Reserve Instrument, except that if there is not sufficient money to make all payments under reimbursement agreements the payments will be made on a pro rata basis; - (f) To make all required payments into bond redemption funds or reserve accounts for any .junior lien municipal golf system revenue bonds or short-term obligations hereafter issued; and (g) To make necessary additions, .improvements and repairs to or betterments, extensions and .replacements of the System, to retire by redemption or to purchase in the open market outstanding municipal golf system revenue bonds of the City, or for any other proper System purposes for which such money may be lawfully used. The City finds and determines that the establishment . and , maintenance of the Rate Stabilization Subaccount will assist in avoiding fluctuations in Net Revenue and consequent need for short- term rate adjustments for use of the System. Money in the Rate Stabilization Subaccount may be transferred from that subaccount at any time and be used for any purpose for which Gross Revenue may be used. Amounts transferred from the Rate Stabilization Subaccount to the Gross Revenue Subaccount shall be treated as increasing Gross Revenue in the year in which such amounts are transferred, and amounts transferred to the Rate Stabilization Subaccount from the Gross Revenue Subaccount shall be treated as reducing Gross Revenue in the year in which such amounts are transferred. 0133196.04 -26- ' �I l ORDINANCE NO. 4455 Earnings on amounts held in the Rate Stabilization Subaccount shall I be transferred and credited to the Gross Revenue Subaccounte I The City may transfer from any funds or accounts of the City legally available therefor, ,except bond redemption. funds, refunding escrow funds or defeasance funds, any money therein except tax revenues to meet the required payments to be made into the Bond Redemption Account. SECTION XVIII. Advance Refunding or Defeasance of Bonds. The City may issue advance refunding bonds pursuant to the laws of the State of Washington and use money available from any other lawful source to pay when due the principal of and interest on the Bonds, • or any portion thereof included in a refunding or defeasance plan, and to redeem and retire, defease or refund all such then- outstanding Bonds (hereinafter collectively called the "defeased �'I Bonds") and to pay the costs of such refunding or defeasance. If I' money and/or Government Obligations sufficient in amount, together I� with known earned income from the investments thereof, to redeem I�I� and retire, redeem or refund the defeased Bonds in accordance with I'� their terms are set aside irrevocably in a special trust fund or escrow account (hereinafter called the "trust account") for and pledged irrevocably to such redemption and retirement, then all right and interest of the owners of the defeased Bonds in the I covenants of this ordinance and, except as hereinafter provided, in '� the Gross Revenue of the System and in the funds and accounts , obligated to the payment of such defeased Bonds, other than the III right to receive the funds so set aside and pledged, thereafter 0133196.04 -27- ORDINANCE NO. 4455 shall cease and become void. Such owners thereafter shall have ..the right to receive payment of the principal of and interest on the defeased Bonds from the trust account. After the. establishing and full funding of such trust account, the City then may 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 or bonds then outstanding. If the refunding or defeasance plan provides that the defeased Bonds or the refunding bonds to be issued be secured by cash and/or Government Obligations or . other legal . investments pending the redemption at or prior to the maturity of the defeased Bonds, and if such refunding or defeasance plan also provides . that certain cash and/or Government Obligations or other legal investments are. pledged irrevocably for the redemption at or prior to the maturity. of the defeased Bonds included in that refunding or defeasance 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 the Coverage Requirement for the issuance of Future Parity Bonds and the annual computation of coverage for determining compliance with the rate covenant. SECTION XIX. Construction Account; Application of Proceeds of Bonds. There created and established in the office of the City Finance Director within the Golf Fund a special fund designated as 0133196.04 -2$- ORDINANCE NO. 4455 the Golf Course Construction Account, 1994 (herein defined as .the "Construction Account") . Upon the issuance and delivery of the Bonds, the. City Finance Director shall apply the proceeds of the Bonds to the following purposes: (a) . the accrued interest received on the sale of the Bonds and $276,860.45 of Bond proceeds as capitalized interest shall be deposited in the Principal and Interest Subaccount; (b) $456, 145 shall be deposited in the Reserve Subaccount to fully fund' the Reserve Requirement for the Bonds; and (c) the remainder of the proceeds of the. Bonds shall be deposited in the Construction Account and shall be used to pay a part of the costs of constructing the golf course improvements as .set forth in Section II of this ordinance and to pay the costs of issuance and sale of the Bondso If any proceeds of the Bonds remain after substantial completion of the purposes described in Section II of this ordinance, or if the City Council determines that changed conditions have rendered the purposes of this ordinance impractical to complete at reasonable cost, the City may use money remaining in the Construction Account to pay all or part of the cost of carrying out any additional system or plan of additions to and betterments and extensions of the System, or the City may deposit that remaining money in the Principal and Interest Subaccount or the Reserve Subaccount for the purposes of those subaccounts. The City may create other subaccounts in the Construction Account to facilitate the administration of the Construction 0133196.04 -29- ORDINANCE NO. 4455 �Revenue Account so long as the maintenance of such subaccounts does , not conflict with the rights of the owners of bonds payable from� the Bond Redemption Account or with applicable federal tax law requirements. SECTION XX. Amendatory and Supplemental Ordinances. (a) Provisions Exclusive. This ordinance shall not be modified or amended in any respect subsequent to the initial issuance of the Bonds, except as provided in and in accordance with and subject to the provisions of this Section XX. (b) Amendments Without Consent of Bondowners. The City may from time to time, and at any time, without the consent of or notice to the owners of the Bonds, pass supplemental or amendatory ordinances as follows: (1) To cure any gormal defect, omission, inconsistency or ambiguity in this ordinance in.a manner not adverse to the owner of any Bonds or Future Parity � Bonds; (2) To impose upon the Bond Registrar (with its consent) for the benefit of the owners of the Bonds any additional rights, remedies, powers, authority, •. security, liabili�ies or duties which may lawfully be granted, conferred or imposed and which are not contrary to or inconsistent with this ordinance as theretofore in effect; (3) To add to the covenants and agreements of, and limitations and restrictions upon, the City in this ordinance, other covenants, agreements, limitations and restrictions to be observed by the City which are not contrary or inconsistent with this ordinance as theretofore in effect; (4) To confirm, as further assurance, any pledge under, and the subjection to any claim, lien or pledge created or to be created by this ordinance of any other money, securities or funds; (5) To authorize different denominations of the Bonds and to make correlative amendments and modifications to this ordinance regarding exchangeability of Bonds of different authorized denominations, redemptions of portions of Bonds of particular authorized 0133196.04 -30- ORDINANCE NO. 4455 denominations and similar amendments and modifications of a technical nature; (6) To modify, alter, amend or supplement this ordinance in any other respect which is not materially adverse to the owners of the Bonds and which does not involve a change described in Subsection XX(c) of this section; and (7) To maintain, because of change in federal law or rulings, the exclusion of interest on the Bonds from gross income for federal income tax purposes. Before the City shall pass any such supplemental ordinance pursuant to this subsection, there shall have been delivered to the City and the Bond Registrar an opinion of Foster Pepper & Shefelman, or other nationally recognized bond counsel to the City, stating that such supplemental ordinance is authorized or permitted by this ardinance and upon the execution and delivery thereof will be valid and binding upon the City in accordance with its terms and will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. (c) Amendments With Consent of Bondowners. (1) Except for any supplemental ordinance entered into pursuant to Subsection (b) of this section, owners of not less than 60% in aggregate principal amount of the Bonds then outstanding shall have the right from time to time, subject to the terms and provisions contained in this Subsection (c) and not otherwise, to , consent to and approve the passage by the City Council of any supplemental ordinance deemed necessary or desirable by the City for the purpose of modifying, altering, amending, supplementing or rescinding, in any particular, any of the terms or provisions contained in this ordinance; except, unless approved in writing by the owners of all the Bonds then outstanding, nothing � contained in this section shall permit, or be construed as permitting: (i) A change in the times, amounts or currency of payment of the principal of or interest on any outstanding Bond, or a reduction in the principal amount or redemption price of any outstanding Bond, a change in the method or redemption price of any outstanding Bond or a change in the method of determining the rate of interest thereon, or 0133196.04 -31- ORDINANCE NO. 4455 (ii) A preference or priority of any Bond or Bonds over any other Bond or Bonds, or (iii) A reduction in the aggregate principal amount of . Bonds for which the consent of the owners of Bonds is required for any such supplemental ordinance. (2) If at any time the City shall pass any supplemental ordinance for any of the purposes of this Subsection (c) , the Bond Registrar shall cause notice of the proposed supplemental ordinance to be given by first- class United States mail to all owners of the then outstanding Bonds, to Moody's Investors Service, Inc. , and Standard Poor's Ratings Group. Such notice shall briefly set forth the nature of the proposed supplemental ordinance and shall state that a copy thereof is on file at the office of the Bond Registrar for inspection by all registered owners of the outstanding Bonds. (3) Within two years after the. date of the mailing of such notice, the City may enact such supplemental ordinance in substantially the form described in such notice, but only if there has first been delivered to the Bond Registrar (i) the required consents, in writing, of the owners of the Bonds, and (ii) an opinion of Foster Pepper & Shefelman or other nationally recognized bond counsel to the City stating that such supplemental ordinance is authorized or permitted by this ordinance and, upon the execution and delivery thereof, will be valid and binding upon the City in accordance with its terms and will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposese (4) If registered owners of not less than the percentage of Bonds required by this Subsection (c) have consented to and approved the execution and delivery thereof as herein provided, no owner of the Bonds shall have any right to object to the enactment of such supplemental ordinance, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the enactment thereof, or to enjoin or restrain the City or the Bond Registrar from enacting the same or from taking any action pursuant to the provisions thereof. (d) Effect of Amendments. Upon the execution and delivery of any supplemental ordinance pursuant to the provisions of this Section XX, this ordinance shall be, and be deemed to be, modified and amended in accordance 0133196.04 -32- ORDINANCE NO. 4455 therewith, and the respective rights, duties and obligations under this ordinance of the City, the Bond Registrar and all owners of Bonds then outstanding shall �' thereafter be determined, exercised and enforced under this ordinance subject in all respects to such modifications and amendments. SECTION XXI. Abproval of Bond Purchase Contract; Sale and Delivery of the Bonds. Piper Jaffray Inc. (the "Purchaser") , of Seattle, inTashington, has presented a bond purchase agreement (the. "Bond Purchase Contract") to the City under which the Purchaser has offered to purchase the Bonds under the terms and conditions provided in the Bond Purchase Contract, 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 in the Bond Purchase Contract and authorizes the execution of the Bond Purchase Contract by City officials. The Bonds will be printed or lithographed 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, relative to the issuance of the Bonds printed on each Bond. Bond counsel shall not be required to review or express any 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. 0133196.04 -33- ORDINANCE NO. 4455 The Cify Council has been provided with copies of a preliminary official statement dated June 3, 1994 (the "Preliminary: Official Statement") , prepared in connection with the sale of the Bonds. For the sole purpose of the Purchaser's compliance with Securities and Exchange Commission Rule 15c2-12 (b) (1) , the City "deems final" that Preliminary Official Statement as of its date, except for the omission of information as to offering prices, interest rates, selling compensation, aggregate principal amount i per maturity, delivery dates, ratings and other terms of the Bonds II dependent on such matters. The proper City officials are authorized .and directed to do everything necessary for the prompt delivery of the Bonds to the Purchasers and for the proper application and use of the proceeds of the sale thereof. , SECTION XXII. Temporary Bond. Pending the preparation, �, execution and delivery to �he Purchasers of definitive Bonds, the city may cause to be executed and delivered to the Purchasers a single temporary Bond in the total principal amount of the Bonds. The temporary Bond shall bear the same issue date, interest rates, principal payment dates and terms and covenants as the definitive Bonds, shall be issued as a fully .registered Bond in the name of the Purchasers, and otherwise shall be in a form acceptable to the 'i Purchasers. The temporary Bond shall be exchanged for definitive Bonds as soon as they are printed, executed and available for deliverya 0133196.04 -34- ORDINANCE NO. 4455 SECTION XXIII. Effective Date. This ordinance shall take effect and be in force five days from and after its passage and publication as provided by law. PASSED by the City Council and APPROVED by the Mayor of the City of Renton, Washington, at a regular open public meeting thereof, this 20th day of June, 1994. Earl Clymer, M r AUTHENTICATE • � City C k - Marilyn J. Petersen APPROVED AS TO FORM: U � George M. ck of Foster Pep er & Shef e lman Bond Counsel Date of Publication: June 24, 1994 (Title only) 0133196.04 -35-