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HomeMy WebLinkAboutORD 5691CITY OF RENTON, WASHINGTON LIMITED TAX GENERAL OBLIGATION BOND, 2013 (TAXABLE DIRECT-PAY QUALIFIED ENERGY CONSERVATION BOND) ORDINANCE NO. 5691 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, AUTHORIZING THE ISSUANCE AND SALE OF A LIMITED TAX GENERAL OBLIGATION BOND OF THE CITY IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $3,200,000 FOR THE PURPOSE OF FINANCING STREETLIGHT IMPROVEMENTS AS PART OF A GREEN COMMUNITY PROGRAM; PROVIDING THE FORM OF THE BOND; AND AUTHORIZING THE SALE OF THE BOND. Passed May 20, 2013 PREPARED BY: PACIFICA LAW GROUP LLP Seattle, Washington CITY OF RENTON ORDINANCE NO. 5691 TABLE OF CONTENTS* Page Section 1. Definitions and Interpretation of Terms 2 Section 2. Authorization of the Project 5 Section 3. Authorization of the Bond 5 Section 4. Registration, Exchange and Payments 5 Section 5. Form of Bond 7 Section 6. Execution of Bond 10 Section 7. Application of Bond Proceeds 11 Section 8. Tax Covenants 11 Section 9. Pledge of Funds and Credit; General Obligation 12 Section 10. Prepayment and Redemption 13 Section 11. Sale of the Bond 15 Section 12. Ongoing Disclosure; Covenants 15 Section 13. Lost, Stolen or Destroyed Bond 16 Section 14. Severability; Ratification 16 Section 15. Effective Date of Ordinance 17 Exhibit A: Proposal Exhibit B: Form of Purchaser's Letter * This Table of Contents is provided for convenience only and is not a part of this ordinance. CITY OF RENTON, WASHINGTON ORDINANCE NO. 5691 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, AUTHORIZING THE ISSUANCE AND SALE OF A LIMITED TAX GENERAL OBLIGATION BOND OF THE CITY IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $3,200,000 FOR THE PURPOSE OF FINANCING STREETLIGHT IMPROVEMENTS AS PART OF A GREEN COMMUNITY PROGRAM; PROVIDING THE FORM OF THE BOND; AND AUTHORIZING THE SALE OF THE BOND. WHEREAS, the City Council (the "Council") of the City of Renton, Washington (the "City"), has determined that it is in the best interest of the City that the City adopt a program to finance capital expenditures to improve certain existing public streetlights located throughout the City in order to promote energy conservation and efficiency for the benefit of the general public (the "Program"); and WHEREAS, Section 54D of the Internal Revenue Code of 1986, as amended (the "Code"), authorizes the issuance of "Qualified Energy Conservation Bonds" for capital expenditures incurred for "qualified conservation purposes," including but not limited to implementing a green community program under Section 54D(f)(l)(A)(ii) of the Code; and WHEREAS, the City has received from the Washington State Department of Commerce a reallocation of up to $3,200,000 of Qualified Energy Conservation Bond volume cap for purposes of implementing the Program; and WHEREAS, it is in the best interest of the City to issue a limited general obligation bond in the principal amount of not to exceed $3,200,000 (the "Bond") to finance costs of implementing the Program, including financing costs related to replacing existing high- pressure-sodium luminaries with light emitting diode luminaries (the "Project"); and ORDINANCE NO. 5691 WHEREAS, the Bond authorized herein shall be sold as a Qualified Energy Conservation Bond to PHL Variable Insurance Company, an affiliate of Phoenix Life Insurance Company (the "Purchaser") pursuant to the purchase offer set forth in Exhibit A attached hereto (the "Proposal"), as herein provided; and WHEREAS, it is deemed advisable that the City accept the Purchaser's offer and issue the Bond as set forth herein; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON DOES ORDAIN AS FOLLOWS: Section 1. Definitions and Interpretation of Terms. (a) Definitions. As used in this ordinance, the following words shall have the following meanings: Bond means the Limited Tax General Obligation Bond, 2013 (Taxable Direct-Pay Qualified Energy Conservation Bond) authorized to be issued by the City pursuant to this ordinance. Bond Counsel means Pacifica Law Group LLP, Seattle, Washington. Bond Fund means the "Bond Redemption Fund" authorized to be created pursuant to Section 9 of this ordinance. Bond Register means the registration records for the Bond maintained by the Bond Registrar. Bond Registrar means the fiscal agency of the state of Washington, currently The Bank of New York Mellon. -2-05/21/13 ORDINANCE NO. 5691 City means the City of Renton, Washington, a municipal corporation duly organized and existing under the laws of the State of Washington. City Council or Council means the City Council of the City as the general legislative authority of the City, as the same shall be duly and regularly constituted from time to time. Code means the Internal Revenue Code of 1986, as amended, and shall include all applicable regulations and rulings relating thereto. Federal Tax Certificate means the certificate regarding the status of the Bonds as Qualified Energy Conservation Bonds under Section 54D of the Code. Finance Director means the City's Finance and Information Services Administrator or the successor to such officer. Interest Rate means the rate of interest set forth in Section 11. Program means the program of the City to finance capital expenditures to improve certain existing public streetlights located throughout the City in order to promote energy conservation and efficiency throughout the City for the benefit of the general public. Project means the project described in Section 2 of this ordinance. Project Fund means the "2013 LTGO Project Fund" authorized to be created pursuant to Section 7 of this ordinance. Proposal means the commitment letter submitted by Phoenix Life Insurance Company substantially in the form attached hereto as Exhibit A. Purchaser means PHL Variable Insurance Company, a Connecticut insurance company and an affiliate of Phoenix Life Insurance Company. -3-05/21/13 ORDINANCE NO. 5691 Registered Owner means the person in whose name the Bond is registered on the Bond Register. Rule means the Securities and Exchange Commission's Rule 15c2-12 under the Securities Exchange Act of 1934, as the same may be amended from time to time. (b) Interpretation. In this ordinance, unless the context otherwise requires: (1) The terms "hereby," "hereof," "hereto," "herein," "hereunder" and any similar terms, as used in this ordinance, refer to this ordinance as a whole and not to any particular article, section, subdivision or clause hereof, and the term "hereafter" shall mean after, and the term "heretofore" shall mean before, the date of this ordinance; (2) Words of the masculine gender shall mean and include correlative words of the feminine and neutral genders and words importing the singular number shall mean and include the plural number and vice versa; (3) Words importing persons shall include firms, associations, partnerships (including limited partnerships), limited liability companies, trusts, corporations and other legal entities, including public bodies, as well as natural persons; (4) Any headings preceding the text of the several articles and sections of this ordinance, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this ordinance, nor shall they affect its meaning, construction or effect; and (5) All references herein to "articles," "sections" and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof. -4-05/21/13 ORDINANCE NO. 5691 Section 2. Authorization of the Project. The Bond is being issued to finance costs of implementing the Program, including capital improvements related to replacing existing high- pressure luminaries with light emitting diode luminaries (the "Project"). Any remaining costs of the Project shall be paid from other City funds legally available for such purpose. Section 3. Authorization of the Bond. For the purpose of financing costs of the Project and paying costs of issuance of the Bond, the City hereby authorizes the issuance and sale of the Bond in the principal amount of not to exceed $3,200,000. The Bond shall be designated the "City of Renton, Washington, Limited Tax General Obligation Bond, 2013 (Taxable Direct-Pay Qualified Energy Conservation Bond)," or other such designation as set forth in the Bond and approved by the Finance Director. The Bond shall be dated as of its date of delivery, shall be fully registered as to both principal and interest, shall be in one denomination, and shall mature on July 1, 2028. The Bond shall bear interest from its dated date or the most recent date to which interest has been paid at the Interest Rate. Interest on the principal amount of the Bond shall be calculated per annum on a 30/360 basis, or as otherwise provided in the Bond. Principal shall be payable annually beginning July 1, 2014 until maturity or prior redemption as set forth in the payment schedule attached to the Bond. Interest on the Bond shall be payable semiannually on the first days of January 1 and July 1 as set forth in the payment schedule attached to the Bond. Section 4. Registration, Exchange and Payments. (a) Registrar/Bond Registrar/Paying Agent. The Bank of New York Mellon, as fiscal agency of the state of Washington, is hereby appointed to act as transfer agent, paying agent and registrar for the Bond (the "Bond Registrar"). -5-05/21/13 ORDINANCE NO. 5691 (b) Registered Ownership. The Bond Registrar shall keep, or cause to be kept, at the office of the Finance Director, sufficient records for the registration and transfer of the Bond. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver the Bond in accordance with the provisions of the Bond and this ordinance to serve as the City's paying agent for the Bond and to carry out all of the Bond Registrar's powers and duties under this ordinance. (c) Transfer or Exchange of Registered Ownership. The Bond shall not be transferable without the consent of the City unless (i) the Purchaser's corporate name is changed and the transfer is necessary to reflect such change; (ii) the transferee is a successor in interest of the Purchaser by means of a corporate merger, an exchange of stock, or a sale of assets; or (iii) the transferee is a "qualified institutional buyer" as defined under Rule 144A promulgated under the Securities Act of 1933 and such transferee executes a purchaser letter substantially in the form attached hereto as Exhibit B. Every Bond presented or surrendered for transfer or exchange shall contain, or be accompanied by, all necessary endorsements for transfer. Any transfer of the Bond which fails to comply with this provision shall be null and void. (d) Registration Covenant. The City covenants that, until the Bond has been surrendered and canceled, it will maintain a system for recording the ownership of the Bond that complies with the provisions of Section 149 of the Code. (e) Place and Medium of Payment. Both principal of and interest on the Bond shall be payable in lawful money of the United States of America without surrender or presentation, by wire transfer or Automated Clearinghouse (ACH) transfer if requested by the owner of the -6-05/21/13 ORDINANCE NO. 5691 Bond. Notwithstanding the foregoing, upon final payment of all principal and interest thereon, the Bond shall be submitted to the Bond Registrar for cancellation and surrender. The Bond Register shall be maintained by the Bond Registrar, and shall contain the name and mailing address of the registered owner of the Bond or nominee of such registered owner. Section 5. Form of Bond. The Bond shall be in substantially the following form: UNITED STATES OF AMERICA NO. R-l STATE OF WASHINGTON CITY OF RENTON LIMITED TAX GENERAL OBLIGATION BOND, 2013 (TAXABLE DIRECT-PAY QUALIFIED ENERGY CONSERVATION BOND) INTEREST RATE: 3.22% MATURITY DATE: JULY 1, 2028 REGISTERED OWNER: PHL VARIABLE INSURANCE COMPANY PRINCIPAL AMOUNT: AND NO/100 DOLLARS The City of Renton, Washington, a municipal corporation organized and existing under and by virtue of the laws of the State of Washington (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, on or before the Maturity Date identified above, the Principal Amount identified above. This bond shall bear interest at the fixed rate stated above (the "Interest Rate"). Interest on this bond shall accrue from its dated date until paid and shall be computed per annum on the principal amount outstanding on a 30/360 basis. Accrued interest on this bond shall be payable semiannually on the dates set forth in the payment schedule attached hereto. Principal shall be payable annually on the dates set forth in the payment schedule attached hereto, unless previously redeemed prior to maturity. Both principal of and interest on this bond shall be payable in lawful money of the United States of America. Principal and interest on this bond shall be payable by check or warrant or by other means mutually acceptable to the Registered Owner and the City. Upon final payment of principal and interest of this bond, the Registered Owner shall surrender this bond for cancellation at the office of the Bond Registrar in accordance with Ordinance No. of the City (the "Bond Ordinance"). -7-05/21/13 ORDINANCE NO. 5691 This bond is issued pursuant to the Bond Ordinance to finance costs related to implementing a green community program of the City, including streetlight improvements, and to pay costs of issuance. Capitalized terms used in this bond have the meanings given such terms in the Bond Ordinance. The City may prepay and redeem this bond prior to maturity as provided in the Bond Ordinance. This bond has not been designated as a "qualified tax-exempt obligation" within the meaning of Section 265(b) of the Code. The City has in the Bond Ordinance authorized the creation of a fund to be used for the payment of debt service on this bond, designated as the "Bond Redemption Fund" (the "Bond Fund"). The Bond Fund shall be drawn upon for the sole purpose of paying the principal of and interest on this bond. The City hereby irrevocably covenants and agrees with the owner of this bond that it will include in its annual budget and levy taxes annually, within and as a part of the tax levy permitted to the City without a vote of the electorate, upon all the property subject to taxation in amounts sufficient, together with other money legally available therefor, to pay the principal of and interest on this bond as the same shall become due. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of such principal and interest. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Bond Registrar or its duly designated agent. This bond is issued pursuant to the Constitution and laws of the State of Washington, and duly adopted ordinances of the City. This bond is transferable upon compliance with the conditions set forth in the Bond Ordinance. Any transfer of this bond which fails to comply with the terms of the Bond Ordinance shall be null and void. It is hereby certified that all acts, conditions and things required by the Constitution and statutes of the State of Washington to exist, to have happened, been done and performed precedent to and in the issuance of this bond exist, have happened, been done and performed and that the issuance of this bond does not violate any constitutional, statutory or other limitation upon the amount of bonded indebtedness that the City may incur. IN WITNESS WHEREOF, the City of Renton, Washington, has caused this bond to be executed by the manual or facsimile signature of the Mayor of the City Council and attested by the manual or facsimile signature of the Clerk, as of this day of , 2013. -8-05/21/13 ORDINANCE NO. 5691 [SEAL] CITY OF RENTON, WASHINGTON By Isl Mayor ATTEST: Isl City Clerk REGISTRATION CERTIFICATE This bond is registered in the name of the Registered Owner on the books of the City, in the office of The Bank of New York Mellon, as bond registrar (the "Bond Registrar"), as to both principal and interest, as noted in the registration blank below. All payments of principal of and interest on this Bond shall be made by the City with full acquittance by the Bond Registrar's wire transfer, made payable to the last Registered Owner as shown hereon and on the registration books of the Bond Registrar at his/her/its address noted hereon and on the registration books of the Bond Registrar. Date of Name and Address of Signature of Registration Registered Owner Bond Registrar July 2013 PHL Variable Insurance Company One America Row Bond Registrar Hartford, CT 06102-5056 PAYMENT SCHEDULE Principal and interest on this bond shall be payable as set forth in the following schedule: -9-05/21/13 ORDINANCE NO. 5691 Date Principal Interest Total Payment Section 6. Execution of Bond. The Bond shall be executed on behalf of the City with the manual or facsimile signature of the Mayor, and shall be attested by the manual or facsimile signature of the Clerk. The executed Bond shall be delivered to the Bond Registrar for authentication. The Bond shall be numbered R-l and with any additional designation as the Bond Registrar deems necessary for purposes of identification. Only a bond that bears a Certificate of Registration substantially in the form set forth herein and manually executed by an authorized representative of the Bond Registrar shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance. Such Certificate of Authentication shall be conclusive evidence that the Bond so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this ordinance. Such Bond bearing the Certificate of Authentication shall be delivered to the Purchaser as set forth in Section 11. In case either of the officers who shall have executed the Bond shall cease to be an officer or officers of the City before the Bond so signed shall have been authenticated or delivered by the Bond Registrar, or issued by the City, such Bond may nevertheless be -10-05/21/13 ORDINANCE NO. 5691 authenticated, delivered and issued and upon such authentication, delivery and issuance shall be as binding upon the City as though those who signed the same had continued to be such officers of the City. The Bond may also be signed and attested on behalf of the City by such persons who at the date of the actual execution of the Bond, are the proper officers of the City, although at the original date of such Bond any such person shall not have been such officer of the City. Section 7. Application of Bond Proceeds. The City shall establish a fund designated the "2013 LTGO Project Fund" (the "Project Fund") into which the proceeds of the Bond shall be deposited. Money in the Project Fund shall be used to pay the costs of the Project and costs of issuance for the Bond. The Finance Director may invest money in the Project Fund in legal investments for City funds. Earnings on such investments shall accrue to the benefit of the Project Fund. Money remaining in the Project Fund after all costs of the Project and costs of issuance for the Bond have been paid shall be pledged to payment of the Bond and deposited in the Bond Fund for such purpose. Section 8. Tax Covenants. The City hereby designates the Program as a "green community program" for purposes of Section 54D(f)(l)(A)(ii) of the Code. The City reasonably expects that implementation of the Program will promote energy conservation and efficiency for the benefit of the general public. The City hereby makes an irrevocable designation under Section 54D of the Code that the Bond be issued and sold as a "Qualified Energy Conservation Bond." The City makes a further irrevocable designation to have Section 6431(f)(3)(B) of the Code apply to the Bond, -11-05/21/13 ORDINANCE NO. 5691 with the effect that the Bond will be issued and sold as a direct payment tax credit bond as set forth in the Federal Tax Certificate. The City shall comply with the provisions of this section unless, in the written opinion of Bond Counsel to the City, such compliance is not required to maintain the exemption of the interest on the Bond from federal income taxation. The City hereby covenants that it will comply with the covenants set forth in the Federal Tax Certificate. The City shall take such additional actions as are required to qualify such Bond as a Qualified Energy Conservation Bond, to maintain such qualification, and to seek reimbursement of the applicable federal subsidy in the future on a timely basis. The City has not designated the Bond as a "qualified tax-exempt obligation" within the meaning of Section 265(b) of the Code. Section 9. Pledge of Funds and Credit; General Obligation. The City hereby authorizes the creation of a fund to be used for the payment of debt service on the Bond, designated as the "Bond Redemption Fund" (the "Bond Fund"). No later than the date each payment of principal of or interest or premium, if any, on the Bond becomes due, the City shall transmit sufficient funds, from the Bond Fund or from other legally available sources, to the Bond Registrar for the payment of such principal, premium, if any, or interest. Money in the Bond Fund may be invested in legal investments for City funds. The City hereby irrevocably covenants and agrees for as long as the Bond is outstanding and unpaid that each year it will include in its budget and levy an ad valorem tax upon all the property within the City subject to taxation in an amount that will be sufficient, together with -12-05/21/13 ORDINANCE NO. 5691 other revenues and money of the City legally available for such purposes, to pay the principal of and interest on the Bond when due. The City hereby irrevocably pledges that the annual tax provided for herein to be levied for the payment of such principal, premium, if any, and interest shall be within and as a part of the tax levy permitted to cities without a vote of the people, and that a sufficient portion of each annual levy to be levied and collected by the City prior to the full payment of the principal of, premium, if any, and interest on the Bond will be and is hereby irrevocably set aside, pledged and appropriated for the payment of the principal of, premium, if any, and interest on the Bond. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of said taxes and for the prompt payment of the principal of, premium, if any, and interest on the Bond when due. Section 10. Prepayment and Redemption. If the Bond is prepaid in accordance with this Section 10, interest shall cease to accrue on the date the Purchaser receives such prepayment. (a) Optional Redemption. Subject to the extraordinary redemption provisions below, the Bond may be prepaid, at the option of the City, in whole or in part, on any date at a price equal to the Make Whole Amount. For purposes of this Section, the "Make Whole Amount" is the excess, if any, of (1) the sum of the present values (determined as of the date of prepayment) of all remaining scheduled payments of principal and interest on the Bond from the date of prepayment to the maturity date, discounted at a rate equal to the yield on the interpolated US Treasury obligation having a weighted average equivalent to that of the -13-05/21/13 ORDINANCE NO. 5691 Bond at the time of prepayment plus 50 basis points, over (2) the principal amount of the Bond being prepaid. (b) Extraordinary Optional Redemption. (1) The Bond may be redeemed, at the option of the City, prior to maturity at any time at a price of par, plus accrued interest, to the date of redemption upon the occurrence of an "Extraordinary Event." For purposes of this Section, an "Extraordinary Event" will have occurred if the City determines that a material adverse change has occurred to Sections 54A, 54D, or 5431 of the Code, or if there is any guidance published by the Internal Revenue Service ("IRS") or the United States Department of the Treasury (the "Treasury") with respect to such sections or any other determination by the IRS or Treasury, which determination is not the result of any act or omission by the City to satisfy the requirements to qualify to receive the federal credit payments related to the Bond, pursuant to which the City's federal credit payments are reduced or eliminated. (2) The Bond may be redeemed, at the option of the City, at any time on or after July 1, 2016, at a price of par, plus accrued interest to the date of redemption, in the event that one or more of the federal credit payments related to the Bond is reduced (as a result of sequestration or otherwise) from an amount equal to 70 percent of the interest calculated at the tax credit rate published by Treasury on the dated date of the Bond to the equivalent of 35 percent or less. (c) Extraordinary Mandatory Redemption. The Bond is subject to extraordinary mandatory redemption, in whole or in part, on a date no later than three years after the date of issuance of the Bond, or, in the event of an extension negotiated with the IRS, on any date -14-05/21/13 ORDINANCE NO. 5691 not later than 90 days after the end of such extension period, at a redemption price equal to the principal amount of the Bond called for redemption plus accrued interest, in an amount equal to the unexpended proceeds of the sale of the Bond held by the City, but only to the extent that the City fails to expend all of the proceeds of the Bond within three years of issuance thereof and no extension of the period for expenditures has been granted by the IRS. Section 11. Sale of the Bond. The Bond shall be sold to the Purchaser pursuant to the terms of this ordinance and the Proposal. The Finance Director is hereby authorized to approve the final principal amount of the Bond and to agree to any other terms, conditions and covenants that are in the best interest of the City and in accordance with the Proposal so long as the principal amount of the Bond does not exceed $3,200,000. The Interest Rate for the Bond, as determined on May 15, 2013 (the "Sale Date"), shall be 3.22% per annum. The Council hereby accepts the Proposal, approves the Interest Rate for the Bond, and ratifies and confirms execution of the purchase letter dated as of the Sale Date (the "Purchase Agreement") by the Finance Director and delivery of the Purchase Agreement to the Purchaser. Such Purchase Agreement shall be considered in full force and effect as of the Sale Date. The appropriate City officials, including but not limited to the Mayor, the Chief Administrative Officer, and the Finance Director, are hereby authorized and directed to do everything necessary for the prompt issuance, execution and delivery of the Bond and for the proper application and use of the proceeds thereof. Section 12. Ongoing Disclosure; Covenants. -15-05/21/13 ORDINANCE NO. 5691 (a) Ongoing Disclosure. The Bond is exempt from ongoing disclosure requirements of the Rule. (b) Covenants. So long as the Bond is outstanding, the City hereby covenants and agrees as follows: (1) To provide the Purchaser copies of the City's audited financial statements promptly after such statements become available; and (2) To provide the Purchaser financial or other information as may be reasonably requested in writing from time to time. Section 13. Lost, Stolen or Destroyed Bond. In case the Bond shall be lost, stolen or destroyed while in the Registered Owner's possession, the Bond Registrar may at the request of the Registered Owner execute and deliver a new Bond of like date, number and tenor to the Registered Owner thereof upon the Registered Owner's paying the expenses and charges of the City and the Bond Registrar in connection therewith and upon its filing with the City written certification that such Bond was actually lost, stolen or destroyed and of its ownership thereof. In the case the Bond shall be lost, stolen, or destroyed while in the Registered Owner's possession, the Registered Owner may elect upon final payment of principal and interest of the Bond to surrender a photocopy of the Bond for cancellation at the office of the Bond Registrar together with written certification that such Bond was actually lost, stolen or destroyed and of its ownership thereof. Section 14. Severability; Ratification. If any one or more of the covenants or agreements provided in this ordinance to be performed on the part of the City shall be declared by any court of competent jurisdiction to be contrary to law, then such covenant or -16-05/21/13 ORDINANCE NO. 5691 covenants, agreement or agreements shall be null and void and shall be deemed separable from the remaining covenants and agreements of this ordinance and shall in no way affect the validity of the other provisions of this ordinance or of the Bond. All acts taken pursuant to the authority granted in this ordinance but prior to its effective date are hereby ratified and confirmed. Section 15. Effective Date of Ordinance. This ordinance shall be effective upon its passage, approval, and thirty (30) days after publication. PASSED by the City Council this 20th day of May, 2013. Bonnie I. Walton, City Clerk APPROVED BY THE MAYOR this 20th day of May, 2013. Denis Law, Mayor Approved as to form: * Bond Counsel Date of Publication: 5/24/2013 (Summary) » -17-05/20/13 ORDINANCE NO. 5691 Exhibit A Proposal (attached) A-1 ORDINANCE NO. 5691 Exhibit B Form of Purchaser's Letter City of Renton Renton, Washington RE: City of Renton, Washington, Limited Tax General Obligation Bond, 2013 (Taxable Direct-Pay Qualified Energy Conservation Bond) (the "Bond") Ladies and Gentlemen: The undersigned, (the "Purchaser"), hereby acknowledges receipt of the above-referenced Bond dated July , 2013, originally issued in the principal amount of $3,200,000. The undersigned acknowledges that the Bond was issued pursuant to Bond Ordinance No. of the City of Renton (the "City") adopted by the City Council on May 20, 2013 (the "Bond Ordinance"). Proceeds of the Bond were used to finance costs related to implementing a green community program of the City, including streetlight improvements, and to pay costs of issuance. Capitalized terms used in this letter have the meanings given such terms in the Bond Ordinance. In connection with the acquisition of the Bond by the Purchaser, the Purchaser hereby makes the following representations upon which you may rely: 1. The Purchaser is a "qualified institutional buyer" as defined under Rule 144A promulgated under the Securities Act of 1933 (the "Act"). 2. The Purchaser has sufficient knowledge and experience in financial and business matters, including purchase and ownership of governmental obligations, to be able to evaluate the risks and merits of the loan represented by its purchase of the Bond, and its net worth and available assets are such that it is able to bear the economic risk of its purchase of the Bond. 3. The Purchaser understands that the Bond is a limited tax general obligation of the City. Pursuant to the Bond Ordinance the City has irrevocably covenanted and agreed that it will include in its annual budget and levy taxes annually, within and as a part of the tax levy permitted to the City without a vote of the electorate, upon all the property subject to taxation in amounts sufficient, together with other money legally available therefor, to pay the principal of and interest on the Bond as the same shall become due. The full faith, credit and resources of the City have been irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of such principal and interest. The Purchaser acknowledges that no property, debt service reserves, credit enhancement, or other security has been pledged to the payment of principal of and interest on the Bond. B-1 ORDINANCE NO. 5691 4. The Purchaser understands that no official statement, prospectus, offering circular or other offering statement containing material information with respect to the City or the Bond is being issued, that the Bond is unrated, and that, with due diligence, it has made its own inquiry and analysis with respect to the City, the Bond and the security therefor, and other material factors affecting the security for and payment of the Bond, and is relying solely on such inquiry and analysis in its purchase of the Bond. 5. The Purchaser understands that the interest on the Bond is not excludable from gross income for federal income tax purposes; i.e., the Bond is "taxable." 6. The Purchaser acknowledges that it has either been supplied with or been given access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisions, and the Purchaser has had the opportunity to ask questions and receive answers from knowledgeable individuals and organizations concerning the City, the Project, the use of proceeds of the Bond and the Bond and the security therefor so that, as a reasonable investor, the Purchaser has been able to make its decision to purchase the Bond. 7. The Purchaser acknowledges that it is purchasing the Bond for investment for our own account and not with a present view toward resale or the distribution thereof, in that it does not now intend to resell or otherwise dispose of all or any part of its interests in the Bond. The Purchaser acknowledges that the Bond shall not be transferable without the consent of the City unless (i) the Purchaser's corporate name is changed and the transfer is necessary to reflect such change; (ii) the transferee is a successor in interest of the Purchaser by means of a corporate merger, an exchange of stock, or a sale of assets; or (iii) the transferee is a "qualified institutional buyer" as defined under Rule 144A promulgated under the Securities Act of 1933 and such transferee executes a purchaser's letter substantially similar to this letter. The Purchaser also acknowledges that any transfer of the Bond which fails to comply with this provision and the transfer limitations on the Bond contained in the Bond Ordinance shall be null and void. 8. The Purchaser understands that the Bond is an exempted security under the Act and that registration is not legally required as of the date hereof; and further understands that the Bond (a) is not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c)will not carry a rating from any rating agency and (d) will be issued only in one denominations of $3,200,000, which may not be readily marketable. B-2-05/21/13 ORDINANCE NO. 5691 9. The Purchaser has had the opportunity to consult with and be advised by legal counsel as to the significance of this letter and it has satisfied itself that the Bond is a lawful investment for it under all applicable laws. Very truly yours, [PURCHASER] By: Authorized Signatory cc: The Bank of New York Mellon, Bond Registrar and Paying Agent B-3- 05/21/13 ORDINANCE NO. 5691 CERTIFICATE I, the undersigned, the Clerk of the City Council (the "City Council") of City of Renton, Washington (herein called the "City"), DO HEREBY CERTIFY: 1. That the attached ordinance numbered (herein called the "Ordinance") is a true and correct copy of an ordinance of the City, as finally adopted at a regular meeting of the City Council held on the 20th day of May, 2013, and duly recorded in my office. 2. That the meeting was duly convened and held in all respects in accordance with law, and to the extent required by law, due and proper notice of such meeting was given; that a quorum of the City Council was present throughout the meeting and a legally sufficient number of members of the City Council voted in the proper manner for the passage of said Ordinance; that all other requirements and proceedings incident to the proper adoption of said Ordinance have been duly fulfilled, carried out and otherwise observed, and that I am authorized to execute this certificate. IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of May, 2013. Bonnie I. Walton, City Clerk 05/21/13