HomeMy WebLinkAboutORD 5754CITY OF RENTON, WASHINGTON
LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, SERIES 2015
ORDINANCE NO. 5754
AN ORDINANCE OF THE CITY OF RENTON, WASHINGTON,
PROVIDING FOR THE ISSUANCE OF ONE OR MORE SERIES OF
LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS OF
THE CITY IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO
EXCEED $14,000,000 TO REFUND CERTAIN OUTSTANDING
LIMITED TAX GENERAL OBLIGATION BONDS AND TO PAY COSTS
OF ISSUING THE BONDS; AND DELEGATING THE AUTHORITY TO
APPROVE THE FINAL TERMS OF THE BONDS.
PASSED: April 13, 2015
PREPARED BY:
PACIFICA LAW GROUP LLP
Seattle, Washington
ORDINANCE NO. 5754
TABLE OF CONTENTS*
Section 1. Definitions and Interpretation of Terms ................................................................. 2
Section 2. Authorization of Bonds and Bond Details ............................................................... 8
Section 3. Registration, Exchange and Payments .................................................................... 8
Section 4. Redemption Prior to Maturity and Purchase of Bonds ......................................... l4
Section 5. Form of Bonds ........................................................................................................ l8
Section 6. Execution of Bonds ................................................................................................ 20
Section 7. Refunding Plan; Application of Bond Proceeds ..................................................... 21
Section 8. Tax Covenants ........................................................................................................ 23
Section 9. Bond Fund and Provision for Tax Levy Payments ................................................. 26
Section 10. Defeasance ............................................................................................................ 27
Section 11. Sale of Bonds ......................................................................................................... 28
Section 12. Undertaking to Provide Ongoing Disclosure ......................................................... 30
Section 13. Lost, Stolen or Destroyed Bonds ........................................................................... 35
Section 14. Severability; Ratification ........................................................................................ 35
Section 15. Effective Date of Ordinance .................................................................................. 36
* This Table of Contents is provided for convenience only and is not a part of this ordinance.
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CITY OF RENTON, WASHINGTON
ORDINANCE NO. 5754
AN ORDINANCE OF THE CITY OF RENTON, WASHINGTON,
PROVIDING FOR THE ISSUANCE OF ONE OR MORE SERIES OF
LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS OF
THE CITY IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO
EXCEED $14,000,000 TO REFUND CERTAIN OUTSTANDING
LIMITED TAX GENERAL OBLIGATION BONDS AND TO PAY COSTS
OF ISSUING THE BONDS; AND DELEGATING THE AUTHORITY TO
APPROVE THE FINAL TERMS OF THE BONDS.
WHEREAS, the City of Renton, Washington (the "City"), has outstanding its Limited Tax
General Obligation Bonds, 2006, issued on August 8, 2006, pursuant to Ordinance No. 5215
adopted by the City Council (the "Council") of the City on July 17, 2006 (the "2006 Bond
Ordinance"), which remain outstanding as follows:
Maturity Dates
(December 1) Principal Amounts Interest Rates
2015 $ 700,000 5.25%
2016 750,000 4.30
2017 775,000 5.00
2019* 1,670,000 5.00
2020 900,000 5.00
2021 945,000 5.00
2022 1,000,000 5.25
2023 1,040,000 5.25
2024 1,095,000 5.25
2028* 4,975,000 5.00
* Term Bonds .
(the "2006 Bonds"); and
WHEREAS, the 2006 Bond Ordinance provides that the City may call the 2006 Bonds
maturing on or after December 1, 2017 (the "Refunding Candidates"), for redemption on or
CITY OF RENTON, WASHINGTON
LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, SERIES 2015
ORDINANCE NO. 5754
AN ORDINANCE OF THE CITY OF RENTON, WASHINGTON,
PROVIDING FOR THE ISSUANCE OF ONE OR MORE SERIES OF
LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS OF
THE CITY IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO
EXCEED $14,000,000 TO REFUND CERTAIN OUTSTANDING
LIMITED TAX GENERAL OBLIGATION BONDS AND TO PAY COSTS
OF ISSUING THE BONDS; AND DELEGATING THE AUTHORITY TO
APPROVE THE FINAL TERMS OF THE BONDS.
PASSED: April13, 2015
PREPARED BY:
PACIFICA LAW GROUP LLP
Seattle, Washington
ORDINANCE NO. 5754
TABlE OF CONTENTS*
Section 1. Definitions and Interpretation of Terms ................................................................. 2
Section 2. Authorization of Bonds and Bond Details ............................................................... 8
Section 3. Registration, Exchange and Payments .................................................................... 8
Section 4. Redemption Prior to Maturity and Purchase of Bonds ......................................... 14
Section 5. Form of Bonds ........................................................................................................ 18
Section 6. Execution of Bonds ................................................................................................ 20
Section 7. Refunding Plan; Application of Bond Proceeds ..................................................... 21
Section 8. Tax Covenants ........................................................................................................ 23
Section 9. Bond Fund and Provision for Tax levy Payments ................................................. 26
Section 10. Defeasance ............................................................................................................ 27
Section 11. Sale of Bonds ......................................................................................................... 28
Section 12. Undertaking to Provide Ongoing Disclosure ......................................................... 30
Section 13. lost, Stolen or Destroyed Bonds ........................................................................... 35
Section 14. Severability; Ratification ........................................................................................ 35
Section 15. Effective Date of Ordinance .................................................................................. 36
* This Table of Contents is provided for convenience only and is not a part of this ordinance .
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CITY OF RENTON, WASHINGTON
ORDINANCE NO. 5754
AN ORDINANCE OF THE CITY OF RENTON, WASHINGTON,
PROVIDING FOR THE ISSUANCE OF ONE OR MORE SERIES OF
LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS OF
THE CITY IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO
EXCEED $14,000,000 TO REFUND CERTAIN OUTSTANDING
LIMITED TAX GENERAL OBLIGATION BONDS AND TO PAY COSTS
OF ISSUING THE BONDS; AND DELEGATING THE AUTHORITY TO
APPROVE THE FINAL TERMS OF THE BONDS.
WHEREAS, the City of Renton, Washington (the "City"), has outstanding its Limited Tax
General Obligation Bonds, 2006, issued on August 8, 2006, pursuant to Ordinance No. 5215
adopted by the City Council (the "Council") of the City on July 17, 2006 (the "2006 Bond
Ordinance"), which remain outstanding as follows:
Maturity Dates
(December 1) Principal Amounts Interest Rates
2015 $ 700,000 5.25%
2016 750,000 4.30
2017 775,000 5.00
2019* 1,670,000 5.00
2020 900,000 5.00
2021 945,000 5.00
2022 1,000,000 5.25
2023 1,040,000 5.25
2024 1,095,000 5.25
2028* 4,975,000 5.00
* Term Bonds.
(the "2006 Bonds"); and
WHEREAS, the 2006 Bond Ordinance provides that the City may call the 2006 Bonds
maturing on or after December 1, 2017 (the "Refunding Candidates"), for redemption on or
ORDINANCE NO. 5754
after December 1; 2016, in whole or in part on any date, at the price of par plus accrued
interest, if any, to the date of redemption; and
WHEREAS, after due consideration it appears that all or a portion of the Refunding
Candidates (the "Refunded Bonds") may be defeased and refunded by the proceeds of limited
tax general obligation bonds at a savings to the City and its taxpayers; and
WHEREAS, the Council deems it in the best interest of the City to issue one or more
series of limited tax general obligation refunding bonds in the aggregate principal amount of
not to exceed $14,000,000 (the "Bonds") to redeem and defease the Refunded Bonds and to
pay costs of issuing the Bonds; and
WHEREAS, the Council wishes to delegate authority to the Mayor, Chief Administrative
Officer and Finance Director (each, a "Designated Representative"), for a limited time, to
approve the interest rates, maturity dates, redemption terms and principal maturities for the
Bonds within the parameters set by this ordinance, in order to effect such a refinancing; and
WHEREAS, the City expects to receive a proposal from Piper Jaffray & Co .
(the "Underwriter") to underwrite the Bonds, and now desires to issue and sell the Bonds to
the Underwriter as set forth herein;
NOW, TI-!EREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, DOES
ORDAIN AS FOLLOWS:
Section 1. Definitions and In terpretat ion ofTerms.
(a) Definitions. As used in this ordinance, the following words shall have the
following meanings:
Acquired Obligations means the Government Obligations acquired by the City under
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ORDINANCE NO. 5754
the terms of this ordinance and the Escrow Agreement to effect the defeasance and refunding
of the Refunded Bonds .
Beneficial Owner means any person that has or shares the power, directly or indirectly
to make investment decisions concerning ownership of any Bonds (including persons holding
Bonds through nominees, depositories or other intermediaries).
Bond Fund means the "City of Renton Limited Tax General Obligation Bond Debt Service
Fund, 2015" authorized to be created pursuant to Section 9.
Bond Purchase Contract means the contract for the purchase of the Bonds between the
Underwriter and City, executed pursuant to Section 11.
Bond Register means the registration books showing the name, address and tax
identification number of each Registered Owner of the Bonds, maintained for the Bonds in the
manner required pursuant to Section 149(a) of the Code .
Bond Registrar means, initially, the fiscal agent of the State of Washington, for the
purposes of registering and authenticating the Bonds, maintaining the Bond Register, effecting
transfer of ownership of the Bonds and paying interest on and principal of the Bonds .
Bond Year means each one-year period that ends on the date selected by the City. The
first and last Bond Years may be short periods. If no day is selected by the City before the
earlier of the final maturity date of the Bonds or the date that is five years after the date of
issuance of the Bonds, Bond Years end on each anniversary of the date of issue and on the final
maturity date of the Bonds.
Bonds mean the not to exceed $14,000,000 aggregate principal amount of City of
Renton, Washington, Limited Tax General Obligation Refunding Bonds, Series 2015[_], or
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ORDINANCE NO. 5754
other series designation as approved by a Designated Representative, issued pursuant to this
ordinance.
Call Date means December 1, 2016 .
City means the City of Renton, Washington, a municipal corporation duly organized and
existing by virtue of the laws of the State of Washington .
Code means the Internal Revenue Code of 1986, as amended, and shall include all
applicable regulations and rulings relating thereto.
Commission means the Securities and Exchange Commission .
Council means the City Council as the general legislative authority of the City, as duly
and regularly constituted from time to time.
Designated Representative means the Mayor, the Chief Administrative Officer and the
Finance Director of the City, and any successor to the functions of such offices. The signature
of one Designated Representative shall be sufficient to bind the City.
DTC means The Depository Trust Company, New York, New York, a limited purpose
trust company organized under the laws of the State of New York, as depository for the Bonds
pursuant to Section 3.
Escrow Agent means U.S . Bank National Association, Seattle, Washington .
Escrow Agreement means the Escrow Deposit Agreement between the City and the
Escrow Agent, executed pursuant to Section 7.
Federal Tax Certificate means the certificate executed by a Designated Representative
setting forth the requirements of the Code for maintaining the tax exemption of interest on
any series of Tax-Exempt Bonds, and attachments thereto .
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ORDINANCE NO. 5754
Finance Director shall mean the City's Finance and Information Services Administrator
or the successor to such officer.
Government Obligations mean those obligations now or hereafter defined as such in
chapter 39.53 RCW.
Letter of Representations means the blanket issuer letter of representations from the
City to DTC.
MSRB means the Municipal Securities Rulemaking Board or any successors to its
functions.
Net Proceeds, when used with reference to any series of Tax-Exempt Bonds, mean the
principal amount of such Tax-Exempt Bonds, plus accrued interest and original issue premium,
if any, and less original issue discount, if any.
Private Person means any natural person engaged in a trade or business or any trust,
estate, partnership, association, company or corporation.
Private Person Use means the use of property in a trade or business by a Private Person
if such use is other than as a member of the general public. Private Person Use includes
ownership of the property by the Private Person as well as other arrangements that transfer to
the Private Person the actual or beneficial use of the property (such as a lease, management or
incentive payment contract or other special arrangement) in such a manner as to set the
Private Person apart from the general public. Use of property as a member of the general
public includes attendance by the Private Person at municipal meetings or business rental of
property to the Private Person on a day-to-day basis if the rental paid by such Private Person is
the same as the rental paid by any Private Person who desires to rent the property. Use of
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ORDINANCE NO. 5754
property by nonprofit community groups or community recreational groups is not treated as
Private Person Use if such use is incidental to the governmental uses of property, the property
is made available for such use by all such community groups on an equal basis and such
community groups are charged only a de minimis fee to cover custodial expenses.
Refunded Bonds mean those Refunding Candidates designated by a Designated
Representative for refunding pursuant to Section 7 and Section 11.
Refunding Account means the account by that name established pursuant to Section 7 .
Refunding Candidates mean the 2006 Bonds maturing on or after December 1, 2017, as
shown in the recitals to this ordinance .
Registered Owner means the person named as the registered owner of a Bond in the
Bond Register. For so long as the Bonds are held in book-entry only form, DTC shall be deemed
to be the sole Registered Owner.
Rule means the Commission's Rule 15c2-12 under the Securities Exchange Act of 1934,
as the same may be amended from time to time .
Taxable Bonds means any Bonds determined to be issued on a taxable basis pursuant
to Section 11.
Tax-Exempt Bonds means any Bonds determined to be issued on a tax-exempt basis
under the Code pursuant to Section 11.
2006 Bond Ordinance means Ordinance No. 5215 adopted by the Council on July 17,
2006, authorizing the issuance of the 2006 Bonds.
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ORDINANCE NO. 5754
2006 Bonds mean the Limited Tax General Obligation Bonds, 2006 of the City, issued on
August 8, 2006, pursuant to the 2006 Bond Ordinance as described in the recitals of this
ordinance.
Underwriter means Piper Jaffray & Co .
(b) Interpretation. In this ordinance, unless the context otherwise requires:
(1) The terms "hereby," "hereof," "hereto," "herein," "hereunder" and any
similar terms, as used in this ordinance, refer to this ordinance as a whole and not to any
particular article, section, subdivision or clause hereof, and the term "hereafter" shall mean
after, and the term "heretofore" shall mean before, the date of this ordinance;
(2) Words of the masculine gender shall mean and include correlative words
of the feminine and neutral genders and words importing the singular number shall mean and
include the plural number and vice versa;
(3) Words importing persons shall include firms, associations, partnerships
(including limited partnerships), trusts, corporations and other legal entities, including public
bodies, as well as natural persons;
(4) Any headings preceding the text of the several articles and sections of
this ordinance, and any table of contents or marginal notes appended to copies hereof, shall be
solely for convenience of reference and shall not constitute a part of this ordinance, nor shall
they affect its meaning, construction or effect; and
(5) All references herein to "articles," "sections" and other subdivisions or
clauses are to the corresponding articles, sections, subdivisions or clauses hereof.
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ORDINANCE NO. 5754
Section 2. Authorization of Bonds and Bond Details. For the purpose of refunding
the Refunded Bonds and paying costs of issuance of the Bonds, the City is hereby authorized to
issue and sell one or more series of limited tax general obligation refunding bonds in the
aggregate principal amount of not to exceed $14,000,000 (the "Bonds").
The Bonds shall be general obligations of the City, shall be designated "City of Renton,
Washington, Limited Tax General Obligation Refunding Bonds, Series 2015[_]" or other such
designation as set forth in the Bond Purchase Contract and approved by a Designated
Representative.
The Bonds of a series shall be dated as of their date of initial delivery; shall be fully
registered as to both principal and interest; shall be in the denomination of $5,000 each, or any
integral multiple thereof, within a maturity; shall be numbered separately in such manner and
with any additional designation as the Bond Registrar deems necessary for purposes of
identification; and shall bear interest payable on the dates set forth in the Bond Purchase
Contract; and shall mature on the dates and in the principal amounts set forth in the Bond
Purchase Contract and as approved by a Designated Representative pursuant to Section 11.
The Bonds of any of the maturities may be combined and issued as term bonds, subject to
mandatory redemption as provided in the Bond Purchase Contract.
Section 3. Registration, Exchange and Payments.
(a) Bond Registrar/Bond Register. The City hereby specifies and adopts the system
of registration approved by the Washington State Finance Committee from time to time
through the appointment of a state fiscal agent. The City shall cause a bond register to be
maintained by the Bond Registrar. So long as any Bonds remain outstanding, the Bond
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ORDINANCE NO. 5754
Registrar shall make all necessary provisions to permit the exchange or registration or transfer
of Bonds at its designated corporate trust office. The Bond Registrar may be removed at any
time at the option of the Finance Director upon prior notice to the Bond Registrar and a
successor Bond Registrar appointed by the Finance Director. No resignation or removal of the
Bond Registrar shall be effective until a successor shall have been appointed and until the
successor Bond Registrar shall have accepted the duties of the Bond Registrar hereunder. The
Bond Registrar is authorized, on behalf of the City, to authenticate and deliver Bonds
transferred or exchanged in accordance with the provisions of such Bonds and this ordinance
and to carry out all of the Bond Registrar's powers and duties under this ordinance. The Bond
Registrar shall be responsible for its representations contained in the Certificate of
Authentication of the Bonds.
(b) Registered Ownership. The City and the Bond Registrar, each in its discretion,
may deem and treat the Registered Owner of each Bond as the absolute owner thereof for all
purposes (except as provided in Section 12), and neither the City nor the Bond Registrar shall
be affected by any notice to the contrary. Payment of any such Bond shall be made only as
described in Section 3(h), but such Bond may be transferred as herein provided. All such
payments made as described in Section 3(h) shall be valid and shall satisfy and discharge the
liability of the City upon such Bond to the extent of the amount or amounts so paid.
(c) DTC Acceptance/Letters of Representations. The Bonds initially shall be held in
fully immobilized form by DTC acting as depository. To induce DTC to accept the Bonds as
eligible for deposit at DTC, the City has executed and delivered to DTC a Blanket Issuer Letter of
Representations. Neither the City nor the Bond Registrar will have any responsibility or
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ORDINANCE NO. 5754
obligation to DTC participants or the persons for whom they act as nominees (or any successor
depository) with respect to the Bonds in respect of the accuracy of any records maintained by
DTC (or any successor depository) or any DTC participant, the payment by DTC (or any
successor depository) or any DTC participant of any amount in respect of the principal of or
interest on Bonds, any notice which is permitted or required to be given to Registered Owners
under this ordinance (except such notices as shall be required to be given by the City to the
Bond Registrar or to DTC (or any successor depository)), or any consent given or other action
taken by DTC (or any successor depository) as the Registered Owner. For so long as any Bonds
are held in fully-immobilized form hereunder, DTC or its successor depository shall be deemed
to be the Registered Owner for all purposes hereunder, and all references herein to the
Registered Owners shall mean DTC (or any successor depository) or its nominee and shall not
mean the owners of any beneficial interest in such Bonds.
If any Bond shall be duly presented for payment and funds have not been duly provided
by the City on such applicable date, then interest shall continue to accrue thereafter on the
unpaid principal thereof at the rate stated on such Bond until it is paid.
(d) Use of Depository.
(1) The Bonds shall be registered initially in the name of "Cede & Co.", as
nominee of DTC, with one Bond maturing on each of the maturity dates for the Bonds within a
series in a denomination corresponding to the total principal therein designated to mature on
such date. Registered ownership of such immobilized Bonds, or any portions thereof, may not
thereafter be transferred except (A) to any successor of DTC or its nominee, provided that any
such successor shall be qualified under any applicable laws to provide the service proposed to
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ORDINANCE NO. 5754
be provided by it; (B) to any substitute depository appointed by the Finance Director pursuant
to subsection (2) below or such substitute depository's successor; or (C) to any person as
provided in subsection (4) below.
(2) Upon the resignation of DTC or its successor (or any substitute
depository or its successor) from its functions as depository or a determination by the Finance
Director to discontinue the system of book entry transfers through DTC or its successor (or any
substitute depository or its successor), the Finance Director may hereafter appoint a substitute
depository. Any such substitute depository shall be qualified under any applicable laws to
provide the services proposed to be provided by it.
(3) In the case of any transfer pursuant to clause (A) or (B) of subsection (1)
above, the Bond Registrar shall, upon receipt of all outstanding Bonds of a series, together with
a written request on behalf of the Finance Director, issue a single new Bond for each maturity
of that series then outstanding, registered in the name of such successor or such substitute
depository, or their nominees, as the case may be, all as specified in such written request of
the Finance Director.
(4) In the event that (A) DTC or its successor (or substitute depository or its
successor) resigns from its functions as depository, and no substitute depository can be
obtained, or (B) the Finance Director determines that it is in the best interest of the beneficial
owners of the Bonds that such owners be able to obtain such Bonds in the form of Bond
certificates, the ownership of such Bonds may then be transferred to any person or entity as
herein provided, and shall no longer be held by a depository. The Finance Director shall deliver
a written request to the Bond Registrar, together with a supply of physical Bonds, to issue
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ORDINANCE NO. 5754
Bonds as herein provided in any authorized denomination. Upon receipt by the Bond Registrar
of all then outstanding Bonds together with a written request on behalf of the Finance Director
to the Bond Registrar, new Bonds of such series shall be issued in the appropriate
denominations and registered in the names of such persons as are requested in such written
request.
(e) Registration of Transfer of Ownership or Exchange; Change in Denominations .
The transfer of any Bond may be registered and Bonds may be exchanged, but no transfer of
any such Bond shall be valid unless it is surrendered to the Bond Registrar with the assignment
form appearing on such Bond duly executed by the Registered Owner or such Registered
Owner's duly authorized agent in a manner satisfactory to the Bond Registrar. Upon such
surrender, the Bond Registrar shall cancel the surrendered Bond and shall authenticate and
deliver, without charge to the Registered Owner or transferee therefor, a new Bond (or Bonds
at the option of the new Registered Owner) of the same date, series, maturity and interest rate
and for the same aggregate principal amount in any authorized denomination, naming as
Registered Owner the person or persons listed as the assignee on the assignment form
appearing on the surrendered Bond, in exchange for such surrendered and cancelled Bond.
Any Bond may be surrendered to the Bond Registrar and exchanged, without charge, for an
equal aggregate principal amount of Bonds of the same date, series, maturity and interest rate,
in any authorized denomination. The Bond Registrar shall not be obligated to register the
transfer or to exchange any Bond during the 15 days preceding any interest payment or
principal payment date any such Bond is to be redeemed.
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ORDINANCE NO. 5754
(f) Bond Registrar's Ownership of Bonds. The Bond Registrar may become the
Registered Owner of any Bond 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 a member of, or in any other capacity with respect to, any
committee formed to protect the right of the Registered Owners of Bonds.
(g) Registration Covenant. The City covenants that, until all Bonds have been
surrendered and canceled, it will maintain a system for recording the ownership of each Bond
that complies with the provisions of Section 149 of the Code .
(h) Place and Medium of Payment. 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
calculated on the basis of a year of 360 days and twelve 30-day months. For so long as all
Bonds are held by a depository, payments of principal and interest thereon shall be made as
provided in accordance with the operational arrangements of DTC referred to in the Letter of
Representations. In the event that the Bonds are no longer held by a depository, interest on
the Bonds shall be paid by check or draft mailed to the Registered Owners at the addresses for
such Registered Owners appearing on the Bond Register on the fifteenth day of the month
preceding the interest payment date, or upon the written request of a Registered Owner of
more than $1,000,000 of Bonds (received by the Bond Registrar at least 15 days prior to the
applicable payment date), such payment shall be made by the Bond Registrar by wire transfer
to the account within the United States designated by the Registered Owner. Principal of the
Bonds shall be payable upon presentation and surrender of such Bonds by the Registered
Owners at the designated office of the Bond Registrar.
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ORDINANCE NO. 5754
If any Bond shall be duly presented for payment and funds have not been duly provided
by the City on such applicable date, then interest shall continue to accrue thereafter on the
unpaid principal thereof at the rate stated on such Bonds until it is paid.
Section 4. Redemption Prior to Maturity and Pur cha se of Bonds.
(a) Mandatory Redemption of Term Bonds and Optional Redemption, if any. The
Bonds of a series shall be subject to optional redemption on the dates, at the prices and under
the terms set forth in the Bond Purchase Contract approved by a Designated Representative
pursuant to Section 11. The Bonds of a series shall be subject to mandatory redemption to the
extent, if any, set forth in the Bond Purchase Contract and as approved by a Designated
Representative pursuant to Section 11.
(b) Purchase of Bonds. The City reserves the right to purchase any of the Bonds
offered to it at any time at a price deemed reasonable by a Designated Representative.
(c) Selection of Bonds for Redemption. For as long as the Bonds are held in
book-entry only form, the selection of particular Bonds within a series and a maturity to be
redeemed shall be made in accordance with the operational arrangements then in effect at
DTC. If the Bonds are no longer held in uncertificated form, the selection of such Bonds to be
redeemed and the surrender and reissuance thereof, as applicable, shall be made as provided
in the following provisions of this subsection (c). If the City redeems at any one time fewer
than all of the Bonds having the same maturity date within a series, the particular Bonds or
portions of Bonds of such series and maturity to be redeemed shall be selected by lot (or in
such manner determined by the Bond Registrar) in increments of $5,000. In the case of a Bond
of a denomination greater than $5,000, the City and the Bond Registrar shall treat each Bond
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ORDINANCE NO. 5754
of such series as representing such number of separate Bonds each of the denomination of
$5,000 as is obtained by dividing the actual principal amount of such Bond by $5,000. In the
event that only a portion of the principal sum of a Bond is redeemed, upon surrender of such
Bond at the designated office of the Bond Registrar there shall be issued to the Registered
Owner, without charge therefor, for the then unredeemed balance of the principal sum
thereof, at the option of the Registered Owner, a Bond or Bonds of like series, maturity and
interest rate in any of the denominations herein authorized.
(d) Notice of Redemption.
(1) Official Noti ce . For so long as the Bonds are held in uncertificated form,
notice of redemption (which notice may be conditional) shall be given in accordance with the
operational arrangements of DTC as then in effect, and neither the City nor the Bond Registrar
will provide any notice of redemption to any Beneficial Owners. Thereafter (if the Bonds are
no longer held in uncertificated form), notice of redemption shall be given in the manner
hereinafter provided. Unless waived by any owner of Bonds to be redeemed, official notice of
any such redemption (which redemption may be conditioned by the Bond Registrar on the
receipt of sufficient funds for redemption or otherwise) shall be given by the Bond Registrar on
behalf of the City by mailing a copy of an official redemption notice by first class mail at least
20 days and not more than 60 days prior to the date fixed for redemption to the Registered
Owner of the Bond or Bonds to be redeemed at the address shown on the Register or at such
other address as is furnished in writing by such Registered Owner to the Bond Registrar.
All official notices of redemption shall be dated and shall state:
(A) the redemption date,
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ORDINANCE NO. 5754
(B) the redemption price,
(C) if fewer than all outstanding Bonds are to be redeemed, the
identification by series and maturity (and, in the case of partial redemption, the respective
principal amounts) of the Bonds to be redeemed,
(D) any conditions to redemption;
(E) that (unless such notice is conditional) on the redemption date
the redemption price will become due and payable upon each such Bond or portion thereof
called for redemption, and that interest thereon shall cease to accrue from and after said date,
and
(F) the place where such Bonds are to be surrendered for payment of
the redemption price, which place of payment shall be the designated office of the Bond
Registrar .
On or prior to any redemption date, unless any condition to such redemption has not
been satisfied or waived or notice of such redemption has been rescinded, the City shall
deposit with the Bond Registrar an amount of money sufficient to pay the redemption price of
all the Bonds or portions of Bonds which are to be redeemed on that date. The City retains the
right to rescind any redemption notice and the related optional redemption of Bonds by giving
notice of rescission to the affected registered owners at any time on or prior to the scheduled
redemption date. Any notice of optional redemption that is so rescinded shall be of no effect,
and the Bonds for which the notice of optional redemption has been rescinded shall remain
outstanding.
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(2) Effect of Notice; Bonds Due. If an unconditional notice of redemption
has been given and not rescinded, or if the conditions set forth in a conditional notice of
redemption have been satisfied or waived, the Bonds or portions of Bonds to be redeemed
shall, on the redemption date, become due and payable at the redemption price therein
specified, and, if the Bond Registrar then holds sufficient funds to pay such Bonds at the
redemption price, then from and after such date such Bonds or portions of Bonds shall cease
to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice,
such Bonds shall be paid by the Bond Registrar at the redemption price. Installments of
interest due on or prior to the redemption date shall be payable as herein provided for
payment of interest. All Bonds which have been redeemed shall be canceled by the Bond
Registrar and shall not be reissued .
(3) Additional Noti ce . In addition to the foregoing notice, further notice
shall be given by the City as set out below, but no defect in said further notice nor any failure
to give all or any portion of such further notice shall in any manner defeat the effectiveness of
a call for redemption if notice thereof is given as above prescribed. Each further notice of
redemption given hereunder shall contain the information required above for an official notice
of redemption plus (A) the CUSIP numbers of all Bonds being redeemed; (B) the date of issue of
the Bonds as originally issued; (C) the rate of interest borne by each Bond being redeemed;
(D) the series and maturity date of each Bond being redeemed; and (E) any other descriptive
information needed to identify accurately the Bonds being redeemed. Each further notice of
redemption may be sent at least 20 days before the redemption date to each party entitled to
receive notice pursuant to Section 12 and with such additional information as the City shall
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ORDINANCE NO. 5754
deem appropriate, but such mailings shall not be a condition precedent to the redemption of
such Bonds .
(4) Amendment of Notice Provisions. The foregoing notice provisions of this
Section 4, including but not limited to the information to be included in redemption notices
and the persons designated to receive notices, may be amended by additions, deletions and
changes in order to maintain compliance with duly promulgated regulations and
recommendations regarding notices of redemption of municipal securities .
Section 5. Form of Bonds. The Bonds shall be in substantially the following form :
NO.
UNITED STATES OF AMERICA
STATE OF WASHINGTON
CITY OF RENTON
$ __ _
LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, SERIES 2015[ __ ]
INTEREST RATE: % MATURITY DATE: CUSIP NO.:
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The City of Renton, Washington (the "City"), hereby acknowledges itself to owe and for
value received promises to pay to the Registered Owner identified above, or registered assigns,
on the Maturity Date identified above, the Principal Amount indicated above and to pay
interest thereon from , 2015, or the most recent date to which interest has been
paid or duly provided for until payment of this bond at the Interest Rate set forth above,
payable on 1, 2015, and semiannually thereafter on the first days of each
succeeding and . Both principal of and interest on this bond are
payable in lawful money of the United States of America. The fiscal agent of the State of
Washington has been appointed by the City as the authenticating agent, paying agent and
registrar for the bonds of this issue (the "Bond Registrar"). For so long as the bonds of this
issue are held in fully immobilized form, payments of principal and interest thereon shall be
made as provided in accordance with the operational arrangements of The Depository Trust
Company ("DTC") referred to in the Blanket Issuer Letter of Representations (the "Letter of
Representations") from the City to DTC.
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The bonds of this issue are issued under and in accordance with the provisions of the
Constitution and applicable statutes of the State of Washington and Ordinance No. __ _
duly passed by the City Council on April 13, 2015 (the "Bond Ordinance"). Capitalized terms
used in this bond have the meanings given such terms in the Bond Ordinance.
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 one of an authorized issue of bonds of like series, date, tenor, rate of
interest and date of maturity, except as to number and amount in the aggregate principal
amount of$ and is issued pursuant to the Bond Ordinance to provide a portion of
the funds necessary (a) to refund and defease certain limited tax general obligation bonds of
the City, and (b) to pay costs of issuance. [Pursuant to the Bond Ordinance, the City has also
authorized the issuance of its Limited Tax General Obligation Refunding Bonds, Series
2015[ ] in the aggregate principal amount of$ for these purposes.]
[The bonds ofthis issue are not subject to optional redemption.][The bonds ofthis issue
are subject to redemption as provided in the Bond Ordinance and the Bond Purchase
Contract.]
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.
[The bonds of this issue have [not] been designated by the City as "qualified tax-exempt
obligations" for investment by financial institutions under Section 265(b) of the Code.]
The pledge of tax levies for payment of principal of and interest on the bonds may be
discharged prior to maturity of the bonds by making provision for the payment thereof on the
terms and conditions set forth in the Bond Ordinance.
It is hereby certified that all acts, conditions and things required by the Constitution and
statutes of the State of Washington to exist and to have happened, been done and performed
precedent to and in the issuance of this bond exist and have happened, been done and
performed and that the issuance of this bond and the bonds of this issue does not violate any
constitutional, statutory or other limitation upon the amount of bonded indebtedness that the
City may incur.
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ORDINANCE NO. 5754
IN WITNESS WHEREOF, the City of Renton, Washington, has caused this bond to be
executed by the manual or facsimile signatures of the Mayor and the City Clerk and the seal of
the City imprinted, impressed or otherwise reproduced hereon as of this __ day of
-----' 2015.
[SEAL]
CITY OF RENTON, WASHINGTON
By /s/ manual or facsimile
Mayor
ATTEST:
/s/ manual or facsimile
City Clerk
The Bond Registrar's Certificate of Authentication on the Bonds shall be in substantially
the following form:
CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds described in the within-mentioned Bond Ordinance and is
one of the Limited Tax General Obligation Refunding Bonds, Series 2015[ __ ], of the City of
Renton, Washington, dated 2015 .
WASHINGTON STATE FISCAL AGENT, as
Bond Registrar
By _____________ _
Section 6. Execution of Bonds. The Bonds shall be executed on behalf of the City
with the manual or facsimile signatures of the Mayor and City Clerk of the City and the seal of
the City shall be impressed, imprinted or otherwise reproduced thereon.
Only such Bonds as shall bear thereon a Certificate of Authentication in the form
hereinbefore recited, manually executed by the Bond Registrar, shall be valid or obligatory for
any purpose or entitled to the benefits of this ordinance. Such Certificate of Authentication
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ORDINANCE NO. 5754
shall be conclusive evidence that the Bonds so authenticated have been duly executed,
authenticated and delivered hereunder and are entitled to the benefits of this ordinance.
In case either of the officers who shall have executed the Bonds shall cease to be an
officer or officers of the City before the Bonds so signed shall have been authenticated or
delivered by the Bond Registrar, or issued by the City, such Bonds may nevertheless be
authenticated, delivered and issued and upon such authentication, delivery and issuance, shall
be as binding upon the City as though those who signed the same had continued to be such
officers of the City. Any Bond may be signed and attested on behalf of the City by such persons
who at the date of the actual execution of such 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. Refunding Plan; Application of Bond Proceeds.
(a) Refunding Plan. For the purpose of realizing a debt service savings and
benefiting the taxpayers of the City, the Council proposes to refund and defease the Refunded
Bonds as set forth herein. The Refunded Bonds shall include all or a portion of the Refunding
Candidates as designated by a Designated Representative and set forth in the Bond Purchase
Contract. Proceeds of the Bonds and other available funds of the City shall be deposited with
the Escrow Agent pursuant to the Escrow Agreement to be used immediately upon receipt
thereof to defease the Refunded Bonds as authorized by the 2006 Bond Ordinance and to pay
costs of issuance of the Bonds .
The net proceeds deposited with the Escrow Agent shall be used to defease the
Refunded Bonds and discharge the obligations thereon by the purchase of certain Government
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ORDINANCE NO. 5754
Obligations (which obligations so purchased, are herein called "Acquired Obligations"), bearing
such interest and maturing as to principal and interest in such amounts and at such times
which, together with any necessary beginning cash balance, will provide for the payment of:
(1) interest on the Refunded Bonds due and payable on and prior to the Call
Date; and
(2) the redemption prices of the Refunded Bonds on the Call Date .
Such Acquired Obligations shall be purchased at a yield not greater than the yield
permitted by the Code and regulations relating to acquired obligations in connection with
refunding bond issues .
(b) Escrow Agent/Escrow Agreement. The City hereby appoints U.S. Bank National
Association, Seattle, Washington, as the Escrow Agent for the Refunded Bonds (the "Escrow
Agent"). A cash balance, if any, and the Acquired Obligations shall be deposited irrevocably
with the Escrow Agent in an amount sufficient to defease the Refunded Bonds. The proceeds
of the Bonds remaining after acquisition of the Acquired Obligations and provision for the
necessary cash balance shall be utilized to pay expenses of the acquisition and safekeeping of
the Acquired Obligations and expenses of the issuance of the Bonds.
In order to carry out the purposes of this Section 7, each Designated Representative is
authorized and directed to execute and deliver to the Escrow Agent the Escrow Agreement.
(c) Call for Redemption of Refunded Bonds. The City hereby calls the Refunded
Bonds for redemption on their Call Date in accordance with the provisions of the 2006 Bond
Ordinance authorizing the redemption and retirement of the 2006 Bonds prior to their fixed
maturities. Said defeasance and call for redemption of the Refunded Bonds shall be
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ORDINANCE NO. 5754
irrevocable after the issuance of the Bonds and delivery of the Acquired Obligations to the
Escrow Agent.
The Escrow Agent is hereby authorized and directed to provide for the giving of notices
of the redemption of the Refunded Bonds in accordance with the applicable provisions of the
2006 Bond Ordinance. The costs of publication of such notices shall be an expense of the City.
The Escrow Agent is hereby authorized and directed to pay to the Finance Director, or,
at the direction of the Finance Director, to the paying agent for the Refunded Bonds, sums
sufficient to pay, when due, the payments specified in this Section 7. All such sums shall be
paid from the money and Acquired Obligations deposited with the Escrow Agent, and the
income therefrom and proceeds thereof. All such sums so paid to said Finance Director shall
be credited to the Refunding Account. All moneys and Acquired Obligations deposited with the
Escrow Agent and any income therefrom shall be held, invested (but only at the direction of
the Finance Director) and applied in accordance with the provisions of this ordinance and with
the laws of the State of Washington for the benefit of the City and owners of the Refunded
Bonds.
The City will take such actions as are found necessary to see that all necessary and
proper fees, compensation and expenses of the Escrow Agent for the Refunded Bonds shall be
paid when due .
Section 8. Tax Covenants. The City covenants that it will not take or permit to be
taken on its behalf any action that would adversely affect the exemption from federal income
taxation of the interest on the Tax-Exempt Bonds and will take or require to be taken such acts
as may reasonably be within its ability and as may from time to time be required under
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ORDINANCE NO. 5754
applicable law to continue the exemption from federal income taxation of the interest on the
Tax-Exempt Bonds.
(a) Arbitrage Covenant. Without limiting the generality of the foregoing, the City
covenants that it will not take any action or fail to take any action with respect to the proceeds
of the sale of the Tax-Exempt Bonds or any other funds of the City which may be deemed to be
proceeds of the Tax-Exempt Bonds pursuant to Section 148 of the Code and the regulations
promulgated thereunder which, if such use had been reasonably expected on the dates of
delivery of the Tax-Exempt Bonds to the initial purchasers thereof, would have caused the Tax-
Exempt Bonds to be treated as "arbitrage bonds" within the meaning of such term as used in
Section 148 of the Code. The City will comply with the requirements of Section 148 of the Code
and the applicable regulations thereunder throughout the term of the Tax-Exempt Bonds .
(b) Private Person Use Limitation for Bonds. The City covenants that for as long as
the Tax-Exempt Bonds are outstanding, it will not permit:
(1) More than 10% of the Net Proceeds of the Tax-Exempt Bonds to be
allocated to any Private Person Use; and
(2) More than 10% of the principal or interest payments on the Tax-Exempt
Bonds in a Bond Year to be directly or indirectly: (A) secured by any interest in property used
or to be used for any Private Person Use or secured by payments in respect of property used or
to be used for any Private Person Use, or (B) derived from payments (whether or not made to
the City) in respect of property, or borrowed money, used or to be used for any Private Person
Use .
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ORDINANCE NO. 5754
The City further covenants that, if: ·
(3) More than five percent of the Net Proceeds of the Tax-Exempt Bonds are
allocable to any Private Person Use; and
(4) More than five percent of the principal or interest payments on the Tax-
Exempt Bonds in a Bond Year are (under the terms of this ordinance or any underlying
arrangement) directly or indirectly:
(A) secured by any interest in property used or to be used for any
Private Person Use or secured by payments in respect of property used or to be used for any
Private Person Use, or
(B) derived from payments (whether or not made to the City) in
respect of property, or borrowed money, used or to be used for any Private Person Use, then,
(i) any Private Person Use of projects described in subsection (3) hereof or Private Person Use
payments described in subsection (4) hereof that is in excess of the five percent limitations
described in such subsections (3) or (4) will be for a Private Person Use that is related to the
state or local governmental use of the projects refunded by the proceeds of the Tax-Exempt
Bonds, and (ii) any Private Person Use will not exceed the amount of Net Proceeds of the Tax-
Exempt Bonds allocable to the state or local governmental use portion of the projects to which
the Private Person Use of such portion of projects refunded by the proceeds of the Tax-Exempt
Bonds relate. The City further covenants that it will comply with any limitations on the use of
the projects refunded by the proceeds of the Tax-Exempt Bonds by other than state and local
governmental users that are necessary, in the opinion of its bond counsel, to preserve the tax
exemption of the interest on the Tax-Exempt Bonds.
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ORDINANCE NO. 5754
(c) Modification of Tax Covenants. The covenants of this section are specified solely
to assure the continued exemption from regular income taxation of the interest on the Tax-
Exempt Bonds. To that end, the provisions of this section may be modified or eliminated
without any requirement for formal amendment thereof upon receipt of an opinion of the
City's bond counsel that such modification or elimination will not adversely affect the tax
exemption of interest on any Tax-Exempt Bonds .
(d) Designation under Section 265{b). In the Federal Tax Certificate the City may
designate any Tax-Exempt Bonds as "qualified tax-exempt obligations" under Section 265(b)(3)
of the Code for investment by financial institutions if the City does not expect to issue more
than $10,000,000 in qualifying tax-exempt obligations in calendar year 2015.
Section 9. Bond Fund and Provi sio n fo r Ta x Levy Pa ym ents . The City hereby
authorizes the creation of a fund to be used for the payment of debt service on the Bonds,
designated as the "City of Renton Limited Tax General Obligation Bond Debt Service Fund,
2015" (the "Bond Fund"). No later than the date each payment of principal of or interest on
the Bonds becomes due, the City shall transmit sufficient funds, from the Bond Fund or from
other legally available sources, to the Bond Registrar for the payment of such principal or
interest. Money in the Bond Fund may be invested in legal investments for City funds.
The City hereby irrevocably covenants and agrees for as long as any of the Bonds are
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 all other revenues and money of the City legally available for such purposes, to
pay the principal of and interest on the Bonds when due.
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The City hereby irrevocably pledges that the annual tax provided for herein to be levied
for the payment of such principal and interest shall be within and as a part of the tax levy
permitted to cities without a vote of the people, and that a sufficient portion of each annual
levy to be levied and collected by the City prior to the full payment of the principal of and
interest on the Bonds will be and is hereby irrevocably set aside, pledged and appropriated for
the payment of the principal of and interest on the Bonds. The full faith, credit and resources
of the City are hereby irrevocably pledged for the annual levy and collection of said taxes and
for the prompt payment of the principal of and interest on the Bonds when due .
Section 10. Defeasance. In the event that the City, to effect the payment,
retirement or redemption of any Bond, sets aside in the Bond Fund or in another special
account, cash or noncallable Government Obligations, or any combination of cash and/or
noncallable Government Obligations, in amounts and maturities which, together with the
known earned income therefrom, are sufficient to redeem or pay and retire such Bond in
accordance with its terms and to pay when due the interest and redemption premium, if any,
thereon, and such cash and/or noncallable Government Obligations are irrevocably set aside
and pledged for such purpose, then no further payments need be made into the Bond Fund for
the payment of the principal of and interest on such Bond. The owner of a Bond so provided
for shall cease to be entitled to any lien, benefit or security of this ordinance except the right to
receive payment of principal, premium, if any, and interest from the Bond Fund or such special
account, and such Bond shall be deemed to be not outstanding under this ordinance.
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ORDINANCE NO. 5754
The City shall give written notice of defeasance to the owners of all Bonds so provided
for within 30 days of the defeasance and to each party entitled to receive notice in accordance
with Section 12.
Section 11. Sale of Bonds.
(a) Bond Sale. The Bonds shall be sold at negotiated sale to the Underwriter
pursuant to the terms of the Bond Purchase Contract. Market conditions are fluctuating and/
as a result/ the most favorable market conditions may occur on a day other than a regular
meeting date of the Council. The Council has determined that it would be in the best interest
of the City to delegate to the Designated Representatives for a limited time the authority to
approve the final interest rates/ aggregate principal amount1 principal amounts of each
maturity of the Bonds/ whether to issue the Bonds in one or more series/ whether to designate
the Bonds (or the Bonds of a series) as Tax-Exempt or Taxable Bonds/ whether to designate the
Bonds of a series as "qualified tax-exempt obligations// under Section 265(b)(3) of the Code/
selection of the Refunded Bonds/ and redemption rights.
Each Designated Representative is hereby authorized to determine whether to issue
the Bonds in one or more series/ whether to designate the Bonds (or the Bonds of a series) as
Tax-Exempt or Taxable Bonds/ whether to designate the Bonds of a series as "qualified tax-
exempt obligations// under Section 265(b)(3) of the Code/ and to approve the final interest
rates/ aggregate principal amount1 principal amounts of each maturity of the Bonds/ selection
of the Refunded Bonds/ and redemption rights for the Bonds in the manner provided hereafter
so long as:
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ORDINANCE NO. 5754
(1) the aggregate principal amount of the Bonds does not exceed
$14,000,000,
(2) the final maturity date for the Bonds is no later than December 1, 2028,
(3) the Bonds are sold (in the aggregate) at a price not less than 98% and not
greater than 120%,
(4) the Bonds are sold for a price that results in a minimum net present
value debt service savings over the Refunded Bonds of 8.00%,
(5) the true interest cost for the Bonds (in the aggregate) does not exceed
4.00%, and
(6) the Bonds conform to all other terms of this ordinance.
Subject to the terms and conditions set forth in this Section 11, the Designated
Representatives are hereby authorized to execute the Bond Purchase Contract. The signature
of one Designated Representative shall be sufficient to bind the City.
Following the execution of the Bond Purchase Contract, a Designated Representative or
the Finance Director shall provide a report to the Council describing the final terms of the
Bonds approved pursuant to the authority delegated in this section. The authority granted to
the Designated Representatives by this Section 11 shall expire 120 days after the effective date
of this ordinance. If a Bond Purchase Contract for the Bonds has not been executed within
120 days after the effective date of this ordinance, the authorization for the issuance of the
Bonds shall be rescinded, and the Bonds shall not be issued nor their sale approved unless such
Bonds shall have been re-authorized by ordinance of the Council. The ordinance re-authorizing
the issuance and sale of such Bonds may be in the form of a new ordinance repealing this
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ORDINANCE NO. 5754
ordinance in whole or in part or may be in the form of an amendatory ordinance approving a
bond purchase contract or establishing terms and conditions for the authority delegated under
this Section 11.
(b) Delivery of Bonds; Documentation. Upon the passage and approval of this
ordinance, the proper officials of the City, including the Designated Representatives, are
authorized and directed to undertake all action necessary for the prompt execution and
delivery of the Bonds to the Underwriter and further to execute all closing certificates and
documents required to effect the closing and delivery of the Bonds in accordance with the
terms of the Bond Purchase Contract.
(c) Preliminary and Final Official Statements. The Finance Director is hereby
authorized to ratify and to deem final the preliminary Official Statement relating to the Bonds
for the purposes of the Rule. The Finance Director is further authorized to ratify and to
approve for purposes of the Rule, on behalf of the City, the final Official Statement relating to
the issuance and sale of the Bonds and the distribution of the final Official Statement pursuant
thereto with such changes, if any, as may be deemed by her to be appropriate.
Section 12. Undertaking to Provide Ongoing Disclosure .
(a) Contract/Undertaking. This section constitutes the City's written undertaking
for the benefit of the owners, including Beneficial Owners, of the Bonds as required by
Section (b)(5) ofthe Rule .
(b) Financial Statements/Operating Data. The City agrees to provide or cause to be
provided to the Municipal Securities Rulemaking Board ("MSRB"), the following annual
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ORDINANCE NO. 5754
financial information and operating data for the prior fiscal year (commencing in 2015 for the
fiscal year ended December 31, 2014):
(1) Annual financial statements, which statements may or may not be
audited, showing ending fund balances for the City's general fund prepared in accordance with
the Budgeting Accounting and Reporting System prescribed by the Washington State Auditor
pursuant to RCW 43.09.200 (or any successor statute) and generally of the type included in the
official statement for the Bonds under the heading "Comparative Statement of Revenues,
Expenditures and Changes in Fund Balances";
(2) The assessed valuation of taxable property in the City;
(3) Ad valorem taxes due and percentage of taxes collected;
(4) Property tax levy rate per $1,000 of assessed valuation; and
(5) Outstanding general obligation debt of the City.
Items (2)-(5) shall be required only to the extent that such information is not included in the
annual financial statements.
The information and data described above shall be provided on or before the end of
nine months after the end of the City's fiscal year. The City's current fiscal year ends
December 31. The City may adjust such fiscal year by providing written notice of the change of
fiscal year to the MSRB. In lieu of providing such annual financial information and operating
data, the City may cross-reference to other documents available to the public on the MSRB's
internet website or filed with the Commission.
If not provided as part of the annual financial information discussed above, the City
shall provide the City's audited annual financial statement prepared in accordance with the
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ORDINANCE NO. 5754
Budgeting Accounting and Reporting System prescribed by the Washington State Auditor
pursuant to RCW 43.09.200 (or any successor statute) when and if available to the MSRB .
(c) Listed Events. The City agrees to provide or cause to be provided to the MSRB,
in a timely manner not in excess of ten business days after the occurrence of the event, notice
of the occurrence of any of the following events with respect to the Bonds :
• Principal and interest payment delinquencies;
• Non-payment related defaults, if material;
• Unscheduled draws on debt service reserves reflecting financial difficulties;
• Unscheduled draws on credit enhancements reflecting financial difficulties;
• Substitution of credit or liquidity providers, or their failure to perform;
• Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices or determinations with respect to the tax status
of the Bonds, or other material events affecting the tax status of the Bonds;
• Modifications to the rights of Bondholders, if material;
• Optional, contingent or unscheduled Bond calls other than scheduled sinking
fund redemptions for which notice is given pursuant to Exchange Act
Release 34-23856, if material, and tender offers;
• Defeasances;
• Release, substitution, or sale of property securing repayment of the Bonds, if
material;
• Rating changes;
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ORDINANCE NO. 5754
• Bankruptcy, insolvency, receivership or similar eveht of the City;
• The consummation of a merger, consolidation, or acquisition involving the City
or the sale of all or substantially all of the assets of the City, other than in the
ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material; and
• Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
(d) Format for Filings with the MSRB. All notices, financial information and
operating data required by this undertaking to be provided to the MSRB must be in an
electronic format as prescribed by the MSRB. All documents provided to the MSRB pursuant to
this undertaking must be accompanied by identifying information as prescribed by the MSRB .
(e) Notification Upon Failure to Provide Financial Data. The City agrees to provide
or cause to be provided, in a timely manner, to the MSRB notice of its failure to provide the
annual financial information described in Subsection (b) above on or prior to the date set forth
in Subsection (b) above.
(f) Termination/Modification. The City's obligations to provide annual financial
information and notices of certain listed events shall terminate upon the legal defeasance,
prior redemption or payment in full of all of the Bonds. Any provision of this section shall be
null and void if the City (1) obtains an opinion of nationally recognized bond counsel to the
effect that the portion of the Rule that requires that provision is invalid, has been repealed
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retroactively or otherwise does not apply to the Bonds and (2) notifies the MSRB of such
opinion and the cancellation of this section.
The City may amend this section with an opinion of nationally recognized bond counsel
in accordance with the Rule. In the event of any amendment of this section, the City shall
describe such amendment in the next annual report, and shall include a narrative explanation
of the reason for the amendment and its impact on the type (or in the case of a change of
accounting principles, on the presentation) of financial information or operating data being
presented by the City. In addition, if the amendment relates to the accounting principles to be
followed in preparing financial statements, (A) notice of such change shall be given in the same
manner as for a listed event under Subsection (c), and (B) the annual report for the year in
which the change is made shall present a comparison (in narrative form and also, if feasible, in
quantitative form) between the financial statements as prepared on the basis of the new
accounting principles and those prepared on the basis of the former accounting principles .
(g) Bond Owner's Remedies Under This Section. The right of any bondowner or
Beneficial Owner of Bonds to enforce the provisions of this section shall be limited to a right to
obtain specific enforcement of the City's obligations under this section, and any failure by the
City to comply with the provisions of this undertaking shall not be an event of default with
respect to the Bonds .
(h) No Default. Except as otherwise disclosed in the City's official statement relating
to the Bonds, the City is not and has not been in default in the performance of its obligations of
any prior undertaking for ongoing disclosure with respect to its obligations .
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ORDINANCE NO. 5754
Section 13 . Lost, Stolen or Destroyed Bonds. In case any Bond or Bonds shall be lost,
stolen or destroyed, the Bond Registrar may execute and deliver a new Bond or Bonds of like
series, 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 his/her filing with the City evidence satisfactory to the City that such Bond was
actually lost, stolen or destroyed and of his/her ownership thereof, and upon furnishing the
City and/or the Bond Registrar with indemnity satisfactory to the City and the Bond Registrar.
Section 14. Severabi lity; Ratification. If any one or more of the covenants or
agreements provided in this ordinance to be performed on the part of the City shall be
declared by any court of competent jurisdiction to be contrary to law, then such covenant or
covenants, agreement or agreements, shall be null and void and shall be deemed separable
from the remaining covenants and agreements of this ordinance and shall in no way affect the
validity of the other provisions of this ordinance or of the Bonds. All acts taken pursuant to the
authority granted in this ordinance but prior to its effective date are hereby ratified and
confirmed.
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ORDINANCE NO. 5754
Section 15. Effective Date of Ordinance. This ordinance shall go into effect thirty
(30) days from the time of final passage as provided by law.
PASSED BY THE CITY COUNCIL this 13th day of April, 2015.
Jason A.
Approved as to form:
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Deanna Gregory -
Pacifica Law Group LLP
Bond Counsel
Date of Publication: 4/17/2015 (Summary)
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