HomeMy WebLinkAboutCouncil 02/22/2010AGENDA
RENTON CITY COUNCIL
REGULAR MEETING
February 22, 2010
Monday, 7 p.m.
1.CALL TO ORDER AND PLEDGE OF ALLEGIANCE
2.ROLL CALL
3.SPECIAL PRESENTATIONS
a. Citizen Commendation from Fire & Emergency Services Department
b. Special Community In Schools of Renton (CISR) Recognition
4.ADMINISTRATIVE REPORT
5.AUDIENCE COMMENT
(Speakers must sign up prior to the Council meeting. Each speaker is allowed five minutes. The
comment period will be limited to one‐half hour. The second audience comment period later on in
the agenda is unlimited in duration.) When you are recognized by the Presiding Officer, please
walk to the podium and state your name and city of residence for the record, SPELLING YOUR LAST
NAME.
AUDIENCE COMMENT
6.CONSENT AGENDA
The following items are distributed to Councilmembers in advance for study and review, and the
recommended actions will be accepted in a single motion. Any item may be removed for further
discussion if requested by a Councilmember.
CONSENT AGENDA
a. Approval of Council meeting minutes of 2/8/2010. Council concur.
b. Community Services Department recommends approval of Amendment #2 to CAG‐09‐081, to
accept $181,755.50 from King County for tenant improvements at Fire Station 11. Council
concur.
c. Finance and Information Services Department requests approval of an ordinance authorizing
the issuance of revenue bonds in the amount of $5.59 million to refinance existing Valley Com
debt at an average interest rate of 2.54% replacing existing bonds of $5.35 million carrying an
average interest rate of 5.5%.
Refer to Finance Committee.
d. Utility Systems Division recommends authorizing an increase to the budget to CAG‐08‐021,
with U.S. Army Corps of Engineers, in the amount of $49,648.63 for the design and permitting
of the Upper Springbrook Creek Restoration project. Council concur.
7.UNFINISHED BUSINESS
Topics listed below were discussed in Council committees during the past week. Those topics
marked with an asterisk (*) may include legislation. Committee reports on any topics may be held
by the Chair if further review is necessary.
UNFINISHED BUSINESS
a. Community Services Committee: Johnson Appointment to Airport Advisory Committee
b. Finance Committee: Vouchers; Sales and Use Tax Revisions for Annexation Funding*
Page 1 of 105
8.RESOLUTIONS AND ORDINANCES
Resolution:
a. Sales and Use Tax Revisions for Annexation Funding (See 7.b.)
9.NEW BUSINESS
(Includes Council Committee agenda topics; call 425‐430‐6512 for recorded information.)
NEW BUSINESS
10.AUDIENCE COMMENT
11.EXECUTIVE SESSION (labor relations)
12.ADJOURNMENT
COMMITTEE OF THE WHOLE
AGENDA
(Preceding Council Meeting)
COUNCIL CHAMBERS
February 22, 2010
Monday, 6:00 p.m.
2010 State Legislative Agenda Briefing
• Hearing assistance devices for use in the Council Chambers are available upon request to the City Clerk •
CITY COUNCIL MEETINGS ARE TELEVISED LIVE ON GOVERNMENT ACCESS CHANNEL 21 AND ARE RECABLECAST:
Tues. & Thurs. at 11 AM & 9 PM, Wed. & Fri at 9 AM & 7 PM and Sat. & Sun. at 1 PM & 9 PM
ADJOURNMENT
Page 2 of 105
CITY OF RENTON COUNCIL AGENDA BILL
Subject/Title:
Amendment to King County Contract for Basic Life
Support Services CAG-09-081
Meeting:
Regular Council - 22 Feb 2010
Exhibits:
Issue Paper
CAG-09-081
Contract Amendment #2
Submitting Data: Dept/Div/Board:
Community Services
Staff Contact:
Peter Renner, x6605
Recommended Action:
Council concur
Fiscal Impact:
Expenditure Required: $ Transfer Amendment: $
Amount Budgeted: $ Revenue Generated: $181,755.50
Total Project Budget: $ City Share Total Project: $
SUMMARY OF ACTION:
King County seeks to amend a previously approved revenue agreement with the City of Renton, CAG-09-
081/KC Contract #D39144D, titled "Basic Life Support Services". They want to amend this agreement to
expedite the reimbursement of funds expended by the City of Renton to perform tenant improvements
at Fire Station 11. The reimbusement is in support of King County Emergency Medical Services work
performed as a Change Order to contracted work already in progress at Fire Station 11 by the City.
STAFF RECOMMENDATION:
Accept an additional $181,755.50 as reimbursement for tenant improvement work and authorize the
Mayor and City Clerk to sign the Contract Amendment #2.
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 3 of 105
h:\facilities\secretary\issue paper 02 09 2010.doc
COMMUNITY SERVICES
DEPARTMENT
M E M O R A N D U M
DATE:February 9, 2010
TO:Don Persson, Council President
Members of the Renton City Council
VIA:Denis Law, Mayor
FROM:Terry Higashiyama, Community Services Administrator
STAFF CONTACT:Peter Renner, Facilities Director, Ext. 6605
SUBJECT:Contract Amendment #2 for Basic Life Support Services with
King County – CAG-09-081
Issue:
Should the Council authorize the Mayor and City Clerk to sign the Contract Amendment
#2 for Basic Life Support Services with King County and accept $181,755.50 as
reimbursement for tenant improvement work at Fire Station 11?
Recommendation:
Council concur to accept reimbursement and authorize the Mayor and City Clerk to sign
Contract Amendment #2 to CAG-09-081.
Background:
·The City was already in the process of performing contracted seismic and
functionality upgrades at Fire Station 11 in 2009 when approached by King County
Emergency Medical Services to relocate a Medic unit to this station.
·The City was able to add the work by Change Order and King County took possession
of their leased premises in November of 2009.
·King County is past due to reimburse the City within the agreed-upon timetable. The
most efficient way they can expedite the payment is by amending the existing
revenue contract agreement with the City for Basic Life Support Services.
Conclusion:
Amending the Basic Life Support Services Contract to accept an additional amount of
$181,755.50 makes the City whole with regard to funds used for tenant improvements
to Fire Station 11 for the King County Emergency Medical Services Division.
cc:Jay Covington, Chief Administrative Officer
Iwen Wang, Finance & IS Administrator
Larry Warren, City Attorney
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 4 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 5 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 6 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 7 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 8 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 9 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 10 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 11 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 12 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 13 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 14 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 15 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 16 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 17 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 18 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 19 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 20 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 21 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 22 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 23 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 24 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 25 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 26 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 27 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 28 of 105
6b. ‐ Community Services Department recommends approval of
Amendment #2 to CAG‐09‐081, to accept $181,755.50 from King County Page 29 of 105
CITY OF RENTON COUNCIL AGENDA BILL
Subject/Title:
Refinancing Bond Issues
Meeting:
Regular Council - 22 Feb 2010
Exhibits:
Draft Ordinance
Valley Com 2010 Bonds Refunding of 2000 GO
Bonds
Valley Com Resolution Refunding Bonds 2010
Legal Opinion
Submitting Data: Dept/Div/Board:
Finance & Information Technology
Staff Contact:
Iwen Wang, Administrator
Recommended Action:
Refer to Finance Committee
Fiscal Impact:
Expenditure Required: $ Transfer Amendment: $
Amount Budgeted: $ Revenue Generated: $
Total Project Budget: $ City Share Total Project: $
SUMMARY OF ACTION:
Valley Communications Center ("Valley Com") is proposing to refinance the 2000 Facility Development Bonds
backed by the full faith and credit of the five member cities (Auburn, Federal Way, Kent, Tukwila, and
Renton). Should the City proceed with the refinancing plan which would save a combined $68,000 per year
for the five owner cities, or approximately $14,000 savings per year for Renton? Valley Com issued $12.8
million in Development Authority Bonds in 2000 to finance the land acquisition and the construction of the
current facility. The original bond was for 15 years, carrying an average coupon of 5.35%. Each member city is
responsible for 20% of the outstanding debt and the annual debt service obligation, which runs around
$250,000 a year for Renton.
Like most bonds, these bonds have a provision that allows Valley Com to redeem them at face value starting
December 1, 2010 and on any debt service payment dates thereafter. The refinancing plan is to redeem
the full $5.345 million principal balance on December 1, 2010. The new Refunding Issue is anticipated for
$5.585 million, and is currently planned for early March. The bond proceeds will be converted into
government securities and placed in an escrow account until December 1, 2010 redemption date. The actual
interest rate, amount, and timing of the new issue can change depending on the interest rate condition to
ensure that sufficient positive savings exists.
Staff recommends the Council approve the refinancing plan and all the associated documents necessary for
Valley Com to issue the new bonds, including the escrow agreement, and the redemption of the outstanding
2000 bonds.
STAFF RECOMMENDATION:
Approve the proposed refinancing plan and adopt the necessary ordinance authorizing the issuance of
approximately $5.59 million of new money at an "all-in" true interest cost of approximately 2.54% to replace
the existing $5.35 million bonds carrying an average interest rate of 5.5%.
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 30 of 105
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 31 of 105
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 32 of 105
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 33 of 105
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 34 of 105
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 35 of 105
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 36 of 105
Dec 14, 2009 12:37 pm Prepared by Seattle-Northwest Securities Corp. (k:\...\Valley Communications:VALLCOM-REF00,REF00) Page 1
SUMMARY OF REFUNDING RESULTS
Valley Communications Center Development Authority
Refunding of 2000 General Obligation Bonds
Assumes Insured BQ Interest Rates
Dated Date 03/01/2010
Delivery Date 03/01/2010
Arbitrage yield 2.116664%
Escrow yield 0.239190%
Bond Par Amount 5,585,000.00
True Interest Cost 2.340253%
Net Interest Cost 2.189691%
Average Coupon 2.766841%
Average Life 3.718
Par amount of refunded bonds 5,345,000.00
Average coupon of refunded bonds 5.511594%
Average life of refunded bonds 3.843
PV of prior debt to 03/01/2010 @ 2.116664% 6,078,976.59
Net PV Savings 371,314.25
Percentage savings of refunded bonds 6.946946%
Percentage savings of refunding bonds 6.648420%
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 37 of 105
Dec 14, 2009 12:37 pm Prepared by Seattle-Northwest Securities Corp. (k:\...\Valley Communications:VALLCOM-REF00,REF00) Page 2
SAVINGS
Valley Communications Center Development Authority
Refunding of 2000 General Obligation Bonds
Assumes Insured BQ Interest Rates
Present Value
Prior Refunding Annual to 03/01/2010
Date Debt Service Debt Service Savings Savings @ 2.1166639%
06/01/2010 144,200.00 36,300.00 107,900.00 - 107,333.52
12/01/2010 144,200.00 202,600.00 -58,400.00 49,500.00 -57,485.02
06/01/2011 144,200.00 71,300.00 72,900.00 - 71,006.35
12/01/2011 1,109,200.00 1,116,300.00 -7,100.00 65,800.00 -6,843.15
06/01/2012 120,075.00 60,850.00 59,225.00 - 56,484.66
12/01/2012 1,130,075.00 1,120,850.00 9,225.00 68,450.00 8,706.02
06/01/2013 94,825.00 50,250.00 44,575.00 - 41,626.75
12/01/2013 1,194,825.00 1,170,250.00 24,575.00 69,150.00 22,709.24
06/01/2014 65,262.50 33,450.00 31,812.50 - 29,089.40
12/01/2014 1,170,262.50 1,133,450.00 36,812.50 68,625.00 33,308.89
06/01/2015 33,493.75 16,950.00 16,543.75 - 14,812.44
12/01/2015 1,198,493.75 1,146,950.00 51,543.75 68,087.50 45,666.38
6,549,112.50 6,159,500.00 389,612.50 389,612.50 366,415.49
Savings Summary
PV of savings from cash flow 366,415.49
Plus: Refunding funds on hand 4,898.76
Net PV Savings 371,314.25
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 38 of 105
Dec 14, 2009 12:37 pm Prepared by Seattle-Northwest Securities Corp. (k:\...\Valley Communications:VALLCOM-REF00,REF00) Page 3
SOURCES AND USES OF FUNDS
Valley Communications Center Development Authority
Refunding of 2000 General Obligation Bonds
Assumes Insured BQ Interest Rates
Dated Date 03/01/2010
Delivery Date 03/01/2010
Sources:
Bond Proceeds:
Par Amount 5,585,000.00
Premium 164,518.10
5,749,518.10
Uses:
Refunding Escrow Deposits:
Cash Deposit 1.34
SLGS Purchases 5,623,481.00
5,623,482.34
Delivery Date Expenses:
Cost of Issuance 39,500.00
Underwriter's Discount 44,680.00
Bond Insurance (Est. @ 0.60%) 36,957.00
121,137.00
Other Uses of Funds:
Additional Proceeds 4,898.76
5,749,518.10
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 39 of 105
Dec 14, 2009 12:37 pm Prepared by Seattle-Northwest Securities Corp. (k:\...\Valley Communications:VALLCOM-REF00,REF00) Page 4
BOND PRICING
Valley Communications Center Development Authority
Refunding of 2000 General Obligation Bonds
Assumes Insured BQ Interest Rates
Maturity Premium
Bond Component Date Amount Rate Yield Price (-Discount)
Serial Bonds:
12/01/2010 130,000 2.000% 0.880% 100.834 1,084.20
12/01/2011 1,045,000 2.000% 1.160% 101.450 15,152.50
12/01/2012 1,060,000 2.000% 1.390% 101.639 17,373.40
12/01/2013 1,120,000 3.000% 1.660% 104.850 54,320.00
12/01/2014 1,100,000 3.000% 2.060% 104.230 46,530.00
12/01/2015 1,130,000 3.000% 2.500% 102.660 30,058.00
5,585,000 164,518.10
Dated Date 03/01/2010
Delivery Date 03/01/2010
First Coupon 06/01/2010
Par Amount 5,585,000.00
Premium 164,518.10
Production 5,749,518.10 102.945714%
Underwriter's Discount -44,680.00 -0.800000%
Purchase Price 5,704,838.10 102.145714%
Accrued Interest -
Net Proceeds 5,704,838.10
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 40 of 105
Dec 14, 2009 12:37 pm Prepared by Seattle-Northwest Securities Corp. (k:\...\Valley Communications:VALLCOM-REF00,REF00) Page 5
BOND DEBT SERVICE
Valley Communications Center Development Authority
Refunding of 2000 General Obligation Bonds
Assumes Insured BQ Interest Rates
Dated Date 03/01/2010
Delivery Date 03/01/2010
Annual
Period Debt Debt
Ending Principal Coupon Interest Service Service
06/01/2010 - - 36,300 36,300 -
12/01/2010 130,000 2.000% 72,600 202,600 238,900
06/01/2011 - - 71,300 71,300 -
12/01/2011 1,045,000 2.000% 71,300 1,116,300 1,187,600
06/01/2012 - - 60,850 60,850 -
12/01/2012 1,060,000 2.000% 60,850 1,120,850 1,181,700
06/01/2013 - - 50,250 50,250 -
12/01/2013 1,120,000 3.000% 50,250 1,170,250 1,220,500
06/01/2014 - - 33,450 33,450 -
12/01/2014 1,100,000 3.000% 33,450 1,133,450 1,166,900
06/01/2015 - - 16,950 16,950 -
12/01/2015 1,130,000 3.000% 16,950 1,146,950 1,163,900
5,585,000 574,500 6,159,500 6,159,500
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 41 of 105
Dec 14, 2009 12:37 pm Prepared by Seattle-Northwest Securities Corp. (k:\...\Valley Communications:VALLCOM-REF00,REF00) Page 6
BOND SUMMARY STATISTICS
Valley Communications Center Development Authority
Refunding of 2000 General Obligation Bonds
Assumes Insured BQ Interest Rates
Dated Date 03/01/2010
Delivery Date 03/01/2010
Last Maturity 12/01/2015
Arbitrage Yield 2.116664%
True Interest Cost (TIC) 2.340253%
Net Interest Cost (NIC) 2.189691%
All-In TIC 2.539871%
Average Coupon 2.766841%
Average Life (years) 3.718
Duration of Issue (years) 3.525
Par Amount 5,585,000.00
Bond Proceeds 5,749,518.10
Total Interest 574,500.00
Net Interest 454,661.90
Total Debt Service 6,159,500.00
Maximum Annual Debt Service 1,220,500.00
Average Annual Debt Service 1,071,217.39
Underwriter's Fees (per $1000)
Average Takedown -
Other Fee 8.000000
Total Underwriter's Discount 8.000000
Bid Price 102.145714
Par Average Average
Bond Component Value Price Coupon Life
Serial Bonds 5,585,000.00 102.946 2.767% 3.718
5,585,000.00 3.718
All-In Arbitrage
TIC TIC Yield
Par Value 5,585,000.00 5,585,000.00 5,585,000.00
+ Accrued Interest - - -
+ Premium (Discount) 164,518.10 164,518.10 164,518.10
- Underwriter's Discount -44,680.00 -44,680.00
- Cost of Issuance Expense -39,500.00
- Other Amounts -36,957.00 -36,957.00 -36,957.00
Target Value 5,667,881.10 5,628,381.10 5,712,561.10
Target Date 03/01/2010 03/01/2010 03/01/2010
Yield 2.340253% 2.539871% 2.116664%
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 42 of 105
Dec 14, 2009 12:37 pm Prepared by Seattle-Northwest Securities Corp. (k:\...\Valley Communications:VALLCOM-REF00,REF00) Page 7
PROOF OF ARBITRAGE YIELD
Valley Communications Center Development Authority
Refunding of 2000 General Obligation Bonds
Assumes Insured BQ Interest Rates
Present Value
to 03/01/2010
Date Debt Service @ 2.1166639%
06/01/2010 36,300.00 36,109.42
12/01/2010 202,600.00 199,425.76
06/01/2011 71,300.00 69,447.92
12/01/2011 1,116,300.00 1,075,916.30
06/01/2012 60,850.00 58,034.47
12/01/2012 1,120,850.00 1,057,793.28
06/01/2013 50,250.00 46,926.40
12/01/2013 1,170,250.00 1,081,403.34
06/01/2014 33,450.00 30,586.73
12/01/2014 1,133,450.00 1,025,574.41
06/01/2015 16,950.00 15,176.18
12/01/2015 1,146,950.00 1,016,166.89
6,159,500.00 5,712,561.10
Proceeds Summary
Delivery date 03/01/2010
Par Value 5,585,000.00
Premium (Discount) 164,518.10
Arbitrage expenses -36,957.00
Target for yield calculation 5,712,561.10
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 43 of 105
Dec 14, 2009 12:37 pm Prepared by Seattle-Northwest Securities Corp. (k:\...\Valley Communications:VALLCOM-REF00,REF00) Page 8
PRIOR BOND DEBT SERVICE
Valley Communications Center Development Authority
Refunding of 2000 General Obligation Bonds
Assumes Insured BQ Interest Rates
General Obligation Bonds, 2000
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
06/01/2010 - - 144,200.00 144,200.00 -
12/01/2010 - - 144,200.00 144,200.00 288,400.00
06/01/2011 - - 144,200.00 144,200.00 -
12/01/2011 965,000 5.000% 144,200.00 1,109,200.00 1,253,400.00
06/01/2012 - - 120,075.00 120,075.00 -
12/01/2012 1,010,000 5.000% 120,075.00 1,130,075.00 1,250,150.00
06/01/2013 - - 94,825.00 94,825.00 -
12/01/2013 1,100,000 5.375% 94,825.00 1,194,825.00 1,289,650.00
06/01/2014 - - 65,262.50 65,262.50 -
12/01/2014 1,105,000 5.750% 65,262.50 1,170,262.50 1,235,525.00
06/01/2015 - - 33,493.75 33,493.75 -
12/01/2015 1,165,000 5.750% 33,493.75 1,198,493.75 1,231,987.50
5,345,000 1,204,112.50 6,549,112.50 6,549,112.50
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 44 of 105
Dec 14, 2009 12:37 pm Prepared by Seattle-Northwest Securities Corp. (k:\...\Valley Communications:VALLCOM-REF00,REF00) Page 9
ESCROW REQUIREMENTS
Valley Communications Center Development Authority
Refunding of 2000 General Obligation Bonds
Assumes Insured BQ Interest Rates
Period Principal
Ending Interest Redeemed Total
06/01/2010 144,200.00 - 144,200.00
12/01/2010 144,200.00 5,345,000.00 5,489,200.00
288,400.00 5,345,000.00 5,633,400.00
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 45 of 105
Dec 14, 2009 12:37 pm Prepared by Seattle-Northwest Securities Corp. (k:\...\Valley Communications:VALLCOM-REF00,REF00) Page 10
SUMMARY OF BONDS REFUNDED
Valley Communications Center Development Authority
Refunding of 2000 General Obligation Bonds
Assumes Insured BQ Interest Rates
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
General Obligation Bonds, 2000:
SERIAL 12/01/2011 5.000% 965,000.00 12/01/2010 100.000
12/01/2012 5.000% 1,010,000.00 12/01/2010 100.000
12/01/2013 5.375% 1,100,000.00 12/01/2010 100.000
TERM15 12/01/2015 5.750% 2,270,000.00 12/01/2010 100.000
5,345,000.00
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 46 of 105
Dec 14, 2009 12:37 pm Prepared by Seattle-Northwest Securities Corp. (k:\...\Valley Communications:VALLCOM-REF00,REF00) Page 11
ESCROW STATISTICS
Valley Communications Center Development Authority
Refunding of 2000 General Obligation Bonds
Assumes Insured BQ Interest Rates
Modified Yield to Yield to Perfect Value of
Total Duration Receipt Disbursement Escrow Negative Cost of
Escrow Cost (years) Date Date Cost Arbitrage Dead Time
Global Proceeds Escrow:
5,623,482.34 0.736 0.239190% 0.239190% 5,546,641.73 76,840.59 0.02
5,623,482.34 5,546,641.73 76,840.59 0.02
Delivery date 03/01/2010
Arbitrage yield 2.116664%
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 47 of 105
Dec 14, 2009 12:37 pm Prepared by Seattle-Northwest Securities Corp. (k:\...\Valley Communications:VALLCOM-REF00,REF00) Page 12
ESCROW DESCRIPTIONS
Valley Communications Center Development Authority
Refunding of 2000 General Obligation Bonds
Assumes Insured BQ Interest Rates
Type of Type of Maturity First Int Par Max
Security SLGS Date Pmt Date Amount Rate Rate
Mar 1, 2010:
SLGS Certificate 06/01/2010 06/01/2010 144,189 0.030% 0.030%
SLGS Certificate 12/01/2010 12/01/2010 5,479,292 0.240% 0.240%
5,623,481
SLGS Summary
SLGS Rates File 14DEC09
Total Certificates of Indebtedness 5,623,481.00
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 48 of 105
Dec 14, 2009 12:37 pm Prepared by Seattle-Northwest Securities Corp. (k:\...\Valley Communications:VALLCOM-REF00,REF00) Page 13
COST OF ISSUANCE
Valley Communications Center Development Authority
Refunding of 2000 General Obligation Bonds
Assumes Insured BQ Interest Rates
Cost of Issuance $/1000 Amount
Bond Counsel 3.58102 20,000.00
Moody's Rating Fee 1.63832 9,150.00
S&P Rating Fee 1.07431 6,000.00
Escrow Verification 0.44763 2,500.00
Escrow Trustee 0.19696 1,100.00
OS Printing & Mailing 0.13429 750.00
7.07252 39,500.00
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 49 of 105
VALLEY COMMUNICATIONS CENTER DEVELOPMENT AUTHORITY
REFUNDING BONDS, 2010
(VALLEY COMMUNICATIONS CENTER PROJECT)
______________________________________
RESOLUTION NO. __
A RESOLUTION of the Valley Communications Center Development Authority
providing for the issuance and sale of refunding bonds in the aggregate principal
amount of $[5,585,000] for the purpose of refunding certain outstanding bonds of the
Authority, appointing of an escrow agent and authorizing the execution of an escrow
agreement relating to such refunding; providing for the date, forms, terms, maturities
and covenants of the bonds; authorizing an official statement; and authorizing the
execution of related documents pertaining to the bonds.
ADOPTED: [March 5, 2010]
Prepared by:
K&L GATES LLP
Seattle, Washington
TABLE OF CONTENTS*
Page
Section 1. Definitions 3
Section 2. Authorization of Bonds 8
Section 3. Registration, Exchange and Payments 9
Section 4. Redemption Prior to Maturity and Purchase of Bonds 14
Section 5. Special Obligations 14
Section 6. Form of Bonds 15
Section 7. Execution of Bonds 18
Section 8. Bond Fund 19
Section 9. Investments and Earnings 19
Section 10. Defeasance 19
Section 11. Tax Covenants 20
Section 12. Sale of Bonds and Official Statement 22
Section 13. Refunding Procedures 23
Section 14. Undertaking to Provide Ongoing Disclosure 256c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 50 of 105
Section 15. Bond Insurance 26
Section 16. Severability 26
Section 17. Effective Date 26
Exhibit A – Form of Escrow Deposit Agreement
* This Table of Contents is provided for convenience only and is not a part of this resolution.
RESOLUTION NO. __
A RESOLUTION of the Valley Communications Center Development Authority
providing for the issuance and sale of refunding bonds in the aggregate principal
amount of $[5,585,000] for the purpose of refunding certain outstanding bonds of the
Authority, appointing of an escrow agent and authorizing the execution of an escrow
agreement relating to such refunding; providing for the date, forms, terms, maturities
and covenants of the bonds; authorizing an official statement; and authorizing the
execution of related documents pertaining to the bonds.
WHEREAS, the Valley Communications Center Development Authority (the “Authority”), a
public corporation chartered by the City of Kent, Washington (the “City”), has been duly constituted pursuant to
RCW 35.21.730 through 35.21.757, and Resolution No. 1564 and Ordinance No. 3510 of the City; and
WHEREAS, formation of the Authority was approved by the following council action of the
City of Auburn, the City of Federal Way, the City of Renton, and the City of Tukwila, Washington (together
with the City, the “Member Cities”):
Member City Resolution/Ordinance No.Adoption Date
Auburn Ordinance 5358 April 17, 2000
Federal Way Ordinance 00-369 March 21, 2000
Kent Resolution 1564
Ordinance 3510
March 21, 2000
May 16, 2000
Renton Ordinance 4836 April 3, 2000
Tukwila Ordinance 1912 April 3, 2000
WHEREAS, the Member Cities have entered into the Valley Communications Center Interlocal
Agreement effective April 17, 2000 (the “Interlocal Agreement”) whereby each Member City has agreed to6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 51 of 105
provide for consolidated emergency communications services through the Valley Communications Center (the
“Facility”) by providing an equal share of the funds necessary to pay debt service on bonds issued by the
Authority; and
WHEREAS, the Authority issued its Valley Communications Center Development Authority Bonds,
2000 (Valley Communications Center Project in King County, Washington) (the “2000 Bonds”), dated
September 15, 2000, in the original aggregate principal amount of $12,758,000, pursuant to Resolution No. 1
(the “2000 Bond Resolution”) to finance the acquisition, construction and equipping of the Facility, which
remain outstanding as follows:
Outstanding 2000 Bonds
Maturities
(December 1)
Principal Amounts
Interest Rates
2010 $ 920,000 5.000%
2011 965,000 5.000
2012 1,010,000 5.000
2013 1,100,000 5.375
2015 2,270,000 5.750
WHEREAS, the 2000 Bonds maturing on and after December 1, 2011 (the “Refunded Bonds”) are
callable for redemption at any time on or after December 1, 2010, at a price of par plus accrued interest to the
date of redemption; and
WHEREAS, it appears that the Refunded Bonds may now be refunded at lower interest rates through
the issuance of refunding bonds of the Authority, thereby yielding savings to the Authority and the Member
Cities; and
WHEREAS, issuance of the refunding bonds authorized herein has been authorized by the following
ordinances of the Member Cities:
Member City Ordinance No.Adoption Date
Auburn Ordinance
Federal Way Ordinance
Kent Ordinance
Renton Ordinance
Tukwila Ordinance
WHEREAS, the Authority has received a written offer from Seattle-Northwest Securities Corporation,6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 52 of 105
Seattle, Washington, to purchase the refunding bonds authorized herein under the terms set forth a purchase
offer presented to the Board of Directors of the Authority on this date; and
WHEREAS, it is hereby found to be in the best interests of the Authority and the Member Cities that
such offer be accepted; and
NOW, THEREFORE, BE IT RESOLVED BY THE VALLEY COMMUNICATIONS CENTER
DEVELOPMENT AUTHORITY, as follows:
Section 1. Definitions. As used in this resolution, the following words shall have the meanings
hereinafter set forth:
Acquired Obligations mean the Government Obligations now or hereafter acquired by the Authority
pursuant to Section 13 of this resolution to effect the refunding of the Refunded Bonds.
Authority means the Valley Communications Center Development Authority, a public corporation
chartered by the City pursuant to RCW 35.21.730 through 35.21.757, and Resolution No. 1564 and Ordinance
No. 3510 of the City.
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).
Board of Directors or Board means the governing body vested with the management of the affairs of
the Authority established pursuant to its Charter and Bylaws as the same shall be duly constituted from time to
time.
Bond Counsel means K&L Gates LLP or any other firm of nationally recognized bond counsel
selected by the Authority.
Bond Fund means the fund of that name established by Section 8 of this resolution for the purpose of
paying principal of and interest on the Bonds.
[Bond Insurance Policy means the municipal bond insurance policy, if any, issued by the Insurer
insuring the payment when due of the principal of and interest on one or more series of Bonds as provided
therein.]6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 53 of 105
Bond Purchase Contract means the contract for the purchase of the Bonds between the Underwriter
and Authority, executed pursuant to Section 12 of this resolution.
Bond Register means the registration books showing the name, address and tax identification number
of each Registered Owner of the Bonds, maintained pursuant to Section 149(a) of the Code.
Bonds mean the Valley Communications Center Development Authority Refunding Bonds, 2010
(Valley Communications Center Project), issued pursuant to this resolution.
Bond Year means each one-year period that ends on the date selected by the Authority. The first and
last Bond Years may be short periods. If no day is selected by the Authority 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.
Charter means the organizational Charter of the Authority approved by the City.
City means the City of Kent, Washington, a municipal corporation 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.
Designated Representative means the President of the Board of Directors and any successor to the
functions of such office.
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 hereof.
Escrow Agent means ________________, ________, ________.
Escrow Agreement means the Escrow Deposit Agreement, dated the date of issuance of the Bonds,
between the Authority and the Escrow Agent.
Government Obligations mean those obligations now or hereafter defined as such in chapter 39.53
RCW, as such chapter may be hereafter amended or restated.
[Insurer means ___________________________.]
Interlocal Agreement means the Valley Communications Center Interlocal Agreement effective as of6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 54 of 105
April 17, 2000, among the Member Cities, as such agreement may be amended from time to time.
Letter of Representations mean the Blanket Issuer Letter of Representations from the Authority to
DTC.
Member Cities mean, collectively, the City of Auburn, the City of Federal Way, the City of Kent, the
City of Renton, and the City of Tukwila, Washington.
Net Proceeds, when used in reference to one or more series of Bonds, means the principal amount of
the Bonds, plus accrued interest and bond premium, if any, and less original issue discount.
Outstanding with respect to the Bonds, means any of the Bonds for which payment of the interest or
principal has not been made or duly provided.
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 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 the $5,345,000 principal amount of the outstanding 2000 Bonds maturing on
December 1 in the years 2011 through 2013 and 2015.
Registrar means, initially, the fiscal agency 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 and6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 55 of 105
paying interest on and principal of the Bonds.
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.
2000 Bond Resolution means Resolution No. 1 adopted by the Authority on September 12, 2000,
authorizing the issuance of the 2000 Bonds.
2000 Bonds mean the Valley Communications Center Development Authority Bonds, 2000 (Valley
Communications Center Project in King County, Washington) dated September 15, 2000, issued pursuant to the
2000 Bond Resolution and presently outstanding in the principal amount of $6,265,000.
Underwriter means Seattle-Northwest Securities Corporation.
ValleyCom or Valley Communications Center means the governmental administrative agency
established pursuant to RCW 39.34.030(3)(b) and the Interlocal Agreement by the Member Cities.
Interpretation. In this resolution, unless the context otherwise requires:
(a) The terms “hereby,” “hereof,” “hereto,” “herein, “hereunder” and any similar
terms, as used in this resolution, refer to this resolution 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 resolution;
(b) Words of the masculine gender shall mean and include correlative words of the feminine
and neuter genders and words importing the singular number shall mean and include the plural number and vice
versa;
(c) 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;
(d) Any headings preceding the text of the several articles and Sections of this resolution, and
any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 56 of 105
and shall not constitute a part of this resolution, nor shall they affect its meaning, construction or effect; and
(e) All references herein to “articles,” “sections” and other subdivisions or clauses
are to the corresponding articles, sections, subdivisions or clauses hereof.
Section 2. Authorization of Bonds. The Authority hereby authorizes the issuance and sale of
refunding bonds (the “Bonds”) in the aggregate principal amount of $[5,585,000] in order to provide for the
refunding of the Refunded Bonds, and to pay costs of issuance of the Bonds.
The Bonds shall be designated the “Valley Communications Center Development Authority
Refunding Bonds, 2010 (Valley Communications Center Project)”; shall be dated as of the date of their initial
issuance and delivery; shall be fully registered as to both principal and interest; shall be in the denomination of
$5,000 or any integral multiple thereof, provided that no Bond shall represent more than one maturity, shall be
numbered separately and in the manner and with any additional designation as the Registrar deems necessary for
purposes of identification; and shall bear interest from their date, until the Bonds have been paid or their
payment duly provided for, at the following rates, payable on [June 1, 2010], and semiannually thereafter on the
first day of each June and December; and shall mature on December 1 of each year as follows:
Maturity Year
(December 1)
Principal
Amounts
Interest
Rates
2010 $
%
2011
2012
2013
2014
2015
Section 3. Registration, Exchange and Payments.
(a) Registrar/Bond Register. The Authority hereby specifies and adopts the system of
registration approved by the Washington State Finance Committee from time to time through the appointment
of state fiscal agencies. The Authority shall cause a bond register to be maintained by the Registrar. So long as
any Bonds remain outstanding, the Registrar shall make all necessary provisions to permit the exchange or
registration or transfer of Bonds at its principal corporate trust office. The Registrar may be removed at any
time at the option of the Authority upon prior notice to the Registrar and a successor Registrar appointed by the6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 57 of 105
Authority. No resignation or removal of the Registrar shall be effective until a successor shall have been
appointed and until the successor Registrar shall have accepted the duties of the Registrar hereunder. The
Registrar is authorized, on behalf of the Authority, to authenticate and deliver Bonds transferred or exchanged in
accordance with the provisions of such Bonds and this resolution and to carry out all of the Registrar’s powers
and duties under this resolution. The Registrar shall be responsible for its representations contained in the
Certificate of Authentication of the Bonds.
(b) Registered Ownership. The Authority and the 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 the continuing disclosure agreement referenced in Section 14 of this resolution), and neither the Authority nor
the 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) hereof, 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 Authority
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 Authority has executed and delivered to DTC a Blanket Issuer Letter of Representations. Neither the
Authority nor the Registrar will have any responsibility or 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 resolution (except
such notices as shall be required to be given by the Authority to the 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 the6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 58 of 105
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
Authority 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 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 be provided by it; (B) to any substitute depository appointed by the
Authority 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 Authority to discontinue the system of
book entry transfers through DTC or its successor (or any substitute depository or its successor), the Authority
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 Registrar shall, upon receipt of all outstanding Bonds, together with a written request on behalf of the
Authority, issue a single new Bond for each series and maturity 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 Authority.
(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 Authority
determines that it is in the best interest of the Beneficial Owners of the Bonds that such owners be able to obtain6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 59 of 105
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 in fully-immobilized form. The Authority shall deliver
a written request to the Registrar, together with a supply of definitive Bonds, to issue Bonds as herein provided
in any authorized denomination. Upon receipt by the Registrar of all then outstanding Bonds together with a
written request on behalf of the Authority to the Registrar, new Bonds 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 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
Registrar. Upon such surrender, the 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, 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 Registrar and exchanged, without charge, for an equal
aggregate principal amount of Bonds of the same date, maturity and interest rate, in any authorized
denomination.
(f) Registrar’s Ownership of Bonds. The Registrar may become the Registered Owner of any
Bond with the same rights it would have if it were not the Registrar, and to the extent permitted by law, may act
as depository for and permit any of its officers or directors to act as 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 Authority 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 be6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 60 of 105
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 in fully immobilized form,
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 in
fully immobilized form, 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 Registrar at least 15 days prior to the applicable payment date), such payment shall be
made by the Registrar by wire transfer to the account within the continental 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 principal office of the Registrar.
Section 4. Redemption Prior to Maturity and Purchase of Bonds.
(a) No Optional Redemption. The Bonds are not subject to optional redemption prior to their
stated maturities.
(b) Purchase of Bonds for Retirement. The Authority reserves the right to purchase any Bonds
offered to the Authority at any price deemed reasonable by the Authority.
Section 5. Special Obligations. The Bonds shall be special obligations of the Authority
payable only from the Bond Fund as provided herein. The Authority is a public corporation organized pursuant
to Ordinance No. 5358 of the City of Auburn, Ordinance No. 00-369 of the City of Federal Way, Resolution
No. 1564 and Ordinance No. 3510 of the City of Kent, Ordinance No. 4836 of the City of Renton and
Ordinance No. 1912 of the City of Tukwila, the laws of the State of Washington, RCW 35.21.730 through
RCW 35.21.757 and chapter 39.34 RCW. RCW 35.21.750 provides as follows: “[A]ll liabilities incurred by
such public corporation, commission, or authority shall be satisfied exclusively from the assets and properties of
such public corporation, commission or authority and no creditor or other person shall have any right of action
against the city, town, or county creating such corporation, commission, or authority on account of any debts,
obligations, or liabilities of such public corporation, commission, or authority.”6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 61 of 105
In no event shall the obligations of the Authority be payable by recourse against any properties, assets
or revenues of the Member Cities, the State of Washington or any other political subdivision of the State of
Washington. No person to whom such obligations are owed shall have any recourse or right of action against
the Member Cities, the State of Washington or any other political subdivision thereof on account of such
obligations, except to enforce the payments obligated to be made by ordinance by each of the Member Cities.
In accordance with the Charter of the Authority, a statement specifying the above shall be printed on
the Bonds and any additional documents that may entail any debt or liability by the Authority in connection with
the issuance of the Bonds.
Section 6. Form of Bonds. The Bonds shall be in substantially the following form, with
appropriate or necessary insertions, depending upon the omissions and variations as permitted or required
hereby:
[STATEMENT OF INSURANCE]
UNITED STATES OF AMERICA
NO. _______ $__________
STATE OF WASHINGTON
VALLEY COMMUNICATIONS CENTER DEVELOPMENT AUTHORITY
REFUNDING BOND, 2010
(VALLEY COMMUNICATIONS CENTER PROJECT)
INTEREST RATE: MATURITY DATE: CUSIP NO.:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
VALLEY COMMUNICATIONS CENTER DEVELOPMENT AUTHORITY (the “Authority”),
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 the date of issuance and delivery, 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 [June 1,
2010] and semiannually thereafter on the first days of each December and June thereafter. Both principal of and
interest on this bond are payable in lawful money of the United States of America. 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 DTC referred to in the Blanket Issuer Letter of
Representations from the Authority to DTC. In the event that the bonds of this issue are no longer held in fully
immobilized form, interest on this bond shall be paid by check or draft mailed to the Registered Owner at the
address appearing on the Bond Register on the 15th day of the month preceding the interest payment date, and
principal of this bond shall be payable upon presentation and surrender of this bond by the Registered Owner at
the principal office at the principal office of the fiscal agency of the State of Washington in New York, New
York (the “Registrar”).
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 62 of 105
This bond is one of an authorized issue of bonds of like date and tenor, except as to number,
amount, rate of interest and date of maturity, in the aggregate principal amount of $[5,585,000] (the “Bonds”),
and is issued pursuant to Resolution No. ____ (the “Bond Resolution”) adopted by the Authority on [March 5,
2010] to refund certain outstanding bonds of the Authority and pay costs of issuance of the Bonds. Capitalized
terms used in this bond which are not specifically defined have the meanings given such terms in the Bond
Resolution.
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 resolutions duly adopted by the Authority, including the
Bond Resolution.
The bonds of this issue are not subject to redemption prior to their scheduled maturities.
THE VALLEY COMMUNICATIONS CENTER DEVELOPMENT AUTHORITY IS A PUBLIC
AUTHORITY ORGANIZED PURSUANT TO ORDINANCE NO. 5358 OF THE CITY OF AUBURN,
ORDINANCE NO. 00-369 OF THE CITY OF FEDERAL WAY, RESOLUTION NO. 1564 AND
ORDINANCE NO. 3510 OF THE CITY OF KENT, ORDINANCE NO. 4836 OF THE CITY OF RENTON
AND ORDINANCE NO. 1912 OF THE CITY OF TUKWILA, THE LAWS OF THE STATE OF
WASHINGTON, RCW 35.21.730 THROUGH RCW 35.21.757 AND CHAPTER 39.34 RCW.
RCW 35.21.750 PROVIDES AS FOLLOWS: “[A]LL LIABILITIES INCURRED BY SUCH PUBLIC
CORPORATION, COMMISSION, OR AUTHORITY SHALL BE SATISFIED EXCLUSIVELY FROM THE
ASSETS AND PROPERTIES OF SUCH PUBLIC CORPORATION, COMMISSION OR AUTHORITY AND
NO CREDITOR OR OTHER PERSON SHALL HAVE ANY RIGHT OF ACTION AGAINST THE CITY,
TOWN, OR COUNTY CREATING SUCH CORPORATION, COMMISSION, OR AUTHORITY ON
ACCOUNT OF ANY DEBTS, OBLIGATIONS, OR LIABILITIES OF SUCH PUBLIC CORPORATION,
COMMISSION, OR AUTHORITY.”
IN NO EVENT SHALL THE OBLIGATIONS OF THE AUTHORITY BE PAYABLE BY
RECOURSE AGAINST ANY PROPERTIES, ASSETS OR REVENUES OF THE CITIES OF AUBURN,
FEDERAL WAY, KENT, RENTON OR TUKWILA, WASHINGTON, THE STATE OF WASHINGTON OR
ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF WASHINGTON. NO PERSON TO WHOM
SUCH OBLIGATIONS ARE OWED SHALL HAVE ANY RECOURSE OR RIGHT OF ACTION AGAINST
THE CITIES OF AUBURN, FEDERAL WAY, KENT, RENTON OR TUKWILA, WASHINGTON, THE
STATE OF WASHINGTON OR ANY OTHER POLITICAL SUBDIVISION THEREOF ON ACCOUNT OF
SUCH OBLIGATIONS, EXCEPT TO ENFORCE THE PAYMENTS OBLIGATED TO BE MADE BY
ORDINANCE BY EACH OF THE CITIES OF AUBURN, FEDERAL WAY, KENT, RENTON OR
TUKWILA.
The bonds of this issue do not constitute a general indebtedness of the Authority, the City of
Kent, the City of Auburn, the City of Federal Way, the City of Renton, or the City of Tukwila, Washington
(collectively, the “Member Cities”), or the State of Washington. The Member Cities have entered into the
Valley Communications Center Interlocal Agreement dated April 17, 2000 (the “Interlocal Agreement”). In the
Interlocal Agreement, and in each ordinance of the Member Cities, the Member Cities have covenanted and
agreed, severally and not jointly, that for so long as any of the bonds of this issue are outstanding and unpaid,
each Member City will contribute in equal shares to pay debt service on such bonds and will include in its
budget an amount sufficient, together with other moneys of each Member City, that may be legally be used to
make sure payments. The obligation of each Member City to pay its proportional share shall be an irrevocable
full faith and credit obligation of such Member City, payable from property taxes levied within the
constitutional and statutory authority provided without a vote of the electors of the Member City on all of the
taxable property within the Member City and other sources of revenues available therefor.
The bonds of this issue have been designated by the Authority as “qualified tax-exempt obligations” for6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 63 of 105
investment by financial institutions under Section 265(b)(3) of the Code. The bonds of this issue are not
private activity bonds.
This bond and the bonds of this issue are payable solely from the Bond Fund, as created and described
in the Bond Resolution.
This bond shall not be valid or become obligatory for any purpose or be entitled to any security or
benefit under the Bond Resolution until the Certificate of Authentication hereon shall have been manually
signed by or on behalf of the Registrar.
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 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 Authority may incur.
IN WITNESS WHEREOF, the Valley Communications Center Development Authority has caused this
bond to be executed by the manual or facsimile signatures of the President and Secretary of its Board of
Directors as of this _____ day of ____________, 2010.
VALLEY COMMUNICATIONS CENTER
DEVELOPMENT AUTHORITY
By /s/ facsimile
President, Board of Directors
ATTEST:
/s/ facsimile
Secretary, Board of Directors
The Registrar’s Certificate of Authentication on the Bonds shall be in substantially the following
form:
CERTIFICATE OF AUTHENTICATION
Date of Authentication: ________________
This bond is one of the bonds described in the within-mentioned Bond Resolution and is one of the
Valley Communications Center Development Authority Refunding Bonds, 2010 (Valley Communications
Center Project), of the Authority, dated ___________, 2010.
WASHINGTON STATE FISCAL AGENCY as Registrar
By
Authorized Signer
Section 7. Execution of Bonds. The Bonds shall be executed on behalf of the Authority with
the manual or facsimile signatures of the President and Secretary of its Board of Directors shall be impressed,
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 64 of 105
imprinted or otherwise reproduced on each Bond.
Only such Bonds as shall bear thereon a Certificate of Authentication in the form hereinbefore recited,
manually executed by the Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this
resolution. Such Certificate of Authentication 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 resolution.
In case either of the officers who shall have executed the Bonds shall cease to be officer or officers of
the Authority before the Bonds so signed shall have been authenticated or delivered by the Registrar, or issued
by the Authority, such Bonds may nevertheless be authenticated, delivered and issued and upon such
authentication, delivery and issuance, shall be as binding upon the Authority as though those who signed the
same had continued to be such officers of the Authority. Any Bond may also be signed and attested on behalf
of the Authority by such persons who are at the actual date of delivery of such Bond the proper officers of the
Authority although at the original date of such Bond any such person shall not have been such officer of the
Authority.
Section 8. Bond Fund. There is hereby authorized to be created a special fund of the Authority
entitled the “Special Obligation Bond Fund” (the “Bond Fund”). The Bond Fund shall be maintained for the
purpose of paying the principal of and interest on the Bonds. Upon the issuance of the Bonds and for so long as
the Bonds remain outstanding, the Authority shall deposit into the Bond Fund, on or before each date on which
a payment of principal of or interest on the Bonds is due and payable, the amount of such principal and/or
interest. Such deposits shall be made from any available fund of the Authority and shall include contributions
from the Member Cities, as specified in the Interlocal Agreement and in the ordinances and resolutions of the
Member Cities.
Section 9. Investments and Earnings. All money in the Bond Fund may be kept in cash or may
be invested in such manner as is permitted by law for money held in similar funds and accounts of public
development authorities in the State of Washington. The Authority may not invest money in the Bond Fund in
a manner that will adversely affect the exemption from federal income taxation of the interest on the Bonds.
The earnings on investments in such funds and any profit realized on the sale of such investments shall be6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 65 of 105
retained in such fund.
Section 10. Defeasance. In the event that the Authority, in order to effect the payment or
retirement 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 pay and retire such Bond
in accordance with its terms and to pay when due the interest 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 resolution 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 resolution.
The Authority 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 the continuing
disclosure agreement referenced in Section 14 of this resolution.
Section 11. Tax Covenants.
(a) Arbitrage Covenant. The Authority covenants that it will not take any action or fail to take
any action with respect to the proceeds of sale of the Bonds or any other funds of the Authority which may be
deemed to be proceeds of the 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 Bonds to the initial
purchasers thereof, would have caused the Bonds to be treated as “arbitrage bonds” within the meaning of such
term as used in Section 148 of the Code.
The Authority represents that it has not been notified of any listing or proposed listing by the Internal
Revenue Service to the effect that it is an issuer whose arbitrage certifications may not be relied upon. The
Authority will comply with the requirements of Section 148 of the Code and the applicable regulations
thereunder throughout the term of the Bonds.
(b) Private Person Use Limitation for Bonds. The Authority covenants that for as long as the6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 66 of 105
Bonds are outstanding, it will not permit:
(1) More than 10% of the Net Proceeds of the Bonds to be allocated to any Private
Person Use; and
(2) More than 10% of the principal or interest payments on the 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 Authority) in respect of property, or borrowed money, used or to be
used for any Private Person Use.
The Authority further covenants that, if:
(3) More than five percent of the Net Proceeds of the Bonds are allocable to any
Private Person Use; and
(4) More than five percent of the principal or interest payments on the Bonds in a
Bond Year are (under the terms of this resolution 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 Authority) in respect
of property, or borrowed money, used or to be used for any Private Person Use, then, (i) any Private Person Use
of the project 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 project refinanced by the proceeds
of the Bonds, and (ii) any Private Person Use will not exceed the amount of Net Proceeds of the Bonds allocable
to the state or local governmental use portion of the project to which the Private Person Use of such portion of
the project refinanced by the proceeds of the Bonds relate. The Authority further covenants that it will comply
with any limitations on the use of the project refinanced by the proceeds of the 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 Bonds. The covenants of this section are specified solely to assure the continued exemption6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 67 of 105
from regular income taxation of the interest on the Bonds.
(c) Modification of Tax Covenants. The covenants of this section are specified solely to assure
the continued treatment of the tax status of the 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
Authority’s Bond Counsel that such modification or elimination will not adversely affect the tax status of the
Bonds.
[(d) Designation under Section 265(b). The Authority hereby designates the Bonds as
“qualified tax-exempt obligations” under Section 265(b)(3) of the Code for investment by financial institutions.
Each Member City has or will represent to the Authority that it does not anticipate issuing more than
$30,000,000 in tax-exempt obligations during 2010 (excluding obligations permitted by the Code to be
excluded for purposes of the respective Member City’s qualification as a qualified small issuer).]
Section 12. Sale of Bonds and Official Statement. The Authority hereby accepts the offer of
Seattle-Northwest Securities Corporation, Seattle, Washington (the “Underwriter”), to purchase the Bonds on
the terms and conditions set forth in its Bond Purchase Contract dated as of this date and presented to the Board
on this date, and in this resolution. Said Bond Purchase Contract is hereby in all respects accepted and
approved, and the Designated Representative is authorized to execute the Purchase Contract on behalf of the
Authority.
Upon the passage and approval of this resolution, the proper officials of the Authority are authorized
and directed to undertake all action necessary for the prompt execution and delivery of the Bonds to the
Underwriter thereof 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.
The Designated Representative is hereby authorized to review and approve on behalf of the Authority
the preliminary and final Official Statements relative to the Bonds with such additions and changes as may be
deemed necessary or advisable. The Preliminary Official Statement dated ________, 2010 is hereby deemed
final for purposes of Securities and Exchange Commission Rule 15c2-12.
Section 13. Refunding Procedures. 6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 68 of 105
(a) Refunding Plan. For the purpose of realizing a debt service savings and benefiting the
taxpayers of the Member Cities, the Board proposes to issue the Bonds and provide for the payment of the
principal of and interest on and the redemption price (or principal due at maturity) of the $5,345,000 principal
amount of the outstanding 2000 Bonds maturing on December 1 in the years 2011 through 2013 and 2015 (the
“Refunded Bonds”).
The Refunded Bonds shall be called for redemption at 100% of par on December 1, 2010.
(b) Refunding Proceeds. The net proceeds of sale of the Bonds shall be delivered to the
Escrow Agent for the purpose of defeasing the Refunded Bonds and paying related costs of issuance.
Money received by the Escrow Agent from the Bond proceeds and other money provided by the
Authority shall be used immediately by the Escrow Agent upon receipt thereof in accordance with the terms of
the Escrow Agreement to defease the Refunded Bonds as authorized by the 2000 Bond Resolution, and to pay
costs of issuance of the Bonds. The Authority shall defease the Refunded Bonds and discharge such obligations
by the use of money deposited with the Escrow Agent to purchase certain Government 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:
(1) interest on the Refunded Bonds coming due on each date on which interest is due
and payable, to and including December 1, 2010; and
(2) the redemption price of the Refunded Bonds (100% of the principal amount
thereof) on December 1, 2010.
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.
(c) Escrow Agent/Escrow Agreement. The Authority hereby appoints _______________,
________, _________, as the Escrow Agent for the Refunded Bonds. A beginning 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 and6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 69 of 105
provision for the necessary beginning 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 13, the Designated Representative is authorized and
directed to execute and deliver to the Escrow Agent, an Escrow Deposit Agreement, substantially in the form
attached hereto as Exhibit A.
(d) Call for Redemption of Refunded Bonds. The Authority hereby irrevocably sets aside
sufficient funds out of the purchase of Acquired Obligations from proceeds of the Bonds to make the payments
described in Subsection (b)(1) and (2) of this Section 13.
The Authority hereby irrevocably calls the Refunded Bonds for redemption on December 1, 2010 in
accordance with the provisions of the 2000 Bond Resolution.
Said defeasance and call for redemption of the Refunded Bonds shall be irrevocable after the final
establishment of the escrow account 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 2000 Bond Resolution.
The Designated Representative is authorized and requested to provide whatever assistance is necessary to
accomplish such redemption and the giving of notices therefor. The costs of publication of such notices shall be
an expense of the Authority.
The Authority will take such actions as are found necessary to ensure that all necessary and proper fees,
compensation and expenses of the Escrow Agent shall be paid when due.
Section 14. Undertaking to Provide Ongoing Disclosure. The Designated Representative is
hereby authorized to execute and deliver a continuing disclosure agreement or certificate regarding ongoing
disclosure in order to assist the Underwriter in complying with Section (b)(5) of the Rule.
[Section 15. Bond Insurance.
(a) Acceptance of Insurance. In accordance with the offer of the Underwriter to purchase the
Bonds, the Board hereby approves the commitment of the Insurer to provide a bond insurance policy
guaranteeing the payment when due of principal of and interest on the Bonds (the “Bond Insurance Policy”). 6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 70 of 105
The Board further authorizes and directs all proper officers, agents, attorneys and employees of the Authority to
cooperate with the Insurer in preparing such additional agreements, certificates, and other documentation on
behalf of the Authority as shall be necessary or advisable in providing for the Bond Insurance Policy.
(b) Payments Under the Bond Insurance Policy. [to come]]
Section 16. Severability. If any one or more of the covenants or agreements provided in this
resolution to be performed on the part of the Authority 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 resolution and shall in no way
affect the validity of the other provisions of this resolution or of the Bonds.
Section 17. Effective Date. This resolution shall become effective immediately upon its
adoption.
ADOPTED by the Board of Directors of the Valley Communications Center Development Authority at
a [regular] meeting thereof held this [5th day of March, 2010].
By
President and Board Member
By
Board Member
By
Board Member
By
Board Member
By
Board Member
SECRETARY’S CERTIFICATE
I, the undersigned, the duly chosen, qualified and acting Secretary of the Valley
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 71 of 105
Communications Center Development Authority (the “Authority”), and keeper of the records of the Authority’s
Board of Directors (the “Board”), DO HEREBY CERTIFY:
1. That the attached Resolution No. ____ (the “Resolution”) is a true and correct copy of a
resolution of the Board, as finally adopted at a [regular] meeting of the Board held on the [5th day of March,
2010], and duly recorded in the offices of the Authority.
2. That said 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 legal quorum was present
throughout the meeting and a legally sufficient number of members of the Board voted in the proper manner for
the adoption of said Resolution; that all other requirements and proceedings incident to the proper adoption of
said Resolution 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 as of this [5th day of March, 2010].
Secretary of the Board of Directors
Valley Communications Center Development Authority
EXHIBIT A
ESCROW DEPOSIT AGREEMENT
VALLEY COMMUNICATIONS CENTER DEVELOPMENT AUTHORITY REFUNDING BONDS,
2010
(VALLEY COMMUNICATIONS CENTER PROJECT)
THIS ESCROW AGREEMENT, dated as of ________, 2010 (herein, together with any amendments
or supplements hereto, called the “Agreement”) is entered into by and between the VALLEY
COMMUNICATIONS CENTER DEVELOPMENT AUTHORITY (herein called the “Authority”) and
________________, _________, __________, as escrow agent (herein, together with any successor in such
capacity, called the “Escrow Agent”). The notice addresses of the Authority and the Escrow Agent are shown
on Exhibit A attached hereto and made a part hereof.
WITNESSETH:
WHEREAS, the Authority heretofore has issued and there presently remain outstanding the
obligations described in Exhibit B (the “Refunded Bonds”); and
WHEREAS, pursuant to Resolution No. __ adopted on [March 5, 2010] (the “Bond Resolution”), the
Authority has determined to issue its Valley Communications Center Development Authority Refunding Bonds,
2010 (Valley Communications Center Project) (the “Bonds”), the proceeds of which are being used to refund
the Refunded Bonds as described in Exhibit B; and
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 72 of 105
WHEREAS, the Escrow Agent has reviewed this Agreement, and is willing to serve as Escrow Agent
hereunder; and
WHEREAS, ______________, Certified Public Accountants, of _______, ______, have prepared a
verification report which is dated __________, 2010 (the “Verification Report”) relating to the source and use
of funds available to accomplish the refunding of the Refunded Bonds, the investment of such funds and the
adequacy of such funds and investments to provide for the payment of the debt service due on the Refunded
Bonds; and
WHEREAS, pursuant to the Bond Resolution, the Refunded Bonds have been designated for
redemption prior to their scheduled maturity dates and, after provision is made for such redemption, the
Refunded Bonds will come due in the amount and at the time set forth in Exhibit C; and
WHEREAS, when Escrowed Securities have been deposited with the Escrow Agent for the payment
of all principal and interest of the Refunded Bonds when due, then the Refunded Bonds shall no longer be
regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose;
and
WHEREAS, the Bonds have been duly authorized to be issued, sold, and delivered for the purpose of
obtaining the funds required to provide for the payment of the redemption price of the Refunded Bonds as
shown on Exhibit C; and
WHEREAS, the Authority desires that, concurrently with the delivery of the Bonds to the purchasers,
the proceeds of the Bonds, together with certain other available funds of the Authority, shall be applied to
purchase certain direct obligations of the United States of America hereinafter defined as (the “Escrowed
Securities”) for deposit to the credit of the Refunding Account and to establish a beginning cash balance (if
needed) in the Refunding Account; and
NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein
contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of
principal of and the interest on the Refunded Bonds, the Authority and the Escrow Agent mutually undertake,
promise and agree for themselves and their respective representatives and successors, as follows:
Article Definitions
Section Definitions.
Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to
them below when they are used in this Agreement:
Escrowed Securities means the noncallable Government Obligations described in Exhibit D, or cash or
other noncallable obligations substituted therefor pursuant to Section 4.2 of this Agreement.
Government Obligations means direct, noncallable (a) United States Treasury Obligations, (b) United
States Treasury Obligations - State and Local Government Series, (c) non-prepayable obligations which are
unconditionally guaranteed as to full and timely payment of principal and interest by the United States of
America or (d) REFCORP debt obligations unconditionally guaranteed by the United States.
Paying Agent means the fiscal agency of the state of Washington, as the paying agent for the Refunded
Bonds.
Refunding Account means the fund created by this Agreement to be established, held and administered6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 73 of 105
by the Escrow Agent pursuant to the provisions of this Agreement.
Section Other Definitions.
The terms “Agreement,” “Authority,” “Bonds,” “Escrow Agent,” “Bond Resolution,” and
“Refunded Bonds,” and Verification Report” when they are used in this Agreement, shall have the meanings
assigned to them in the preamble to this Agreement.
Section Interpretations.
The titles and headings of the articles and sections of this Agreement have been inserted for
convenience and reference only and are not to be considered a part hereof and shall not in any way modify or
restrict the terms hereof. This Agreement and all of the terms and provisions hereof shall be liberally construed
to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of
the Refunded Bonds in accordance with applicable law.
Article Deposit of Funds and Escrowed Securities
Section Deposits in the Refunding Account.
Concurrently with the sale and delivery of the Bonds the Authority shall deposit, or cause to be
deposited, with the Escrow Agent, for deposit in the Refunding Account, the funds sufficient to purchase the
Escrowed Securities and pay costs of issuance described in Exhibit D, and the Escrow Agent shall, upon the
receipt thereof, acknowledge such receipt to the Authority in writing.
Article Creation and Operation of Refunding Account
Section Refunding Account.
The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as
the Refunding Account. The Escrow Agent agrees that upon receipt it will deposit to the credit of the
Refunding Account the funds and the Escrowed Securities described in Exhibit D. Such deposit, all proceeds
therefrom, and all cash balances on deposit therein (a) shall be the property of the Refunding Account, (b) shall
be applied only in strict conformity with the terms and conditions of this Agreement, and (c) are hereby
irrevocably pledged to the payment of the principal of and interest on the Refunded Bonds, which payment shall
be made by timely transfers of such amounts at such times as are provided for in Section 3.2. When the final
transfers have been made for the payment of such principal of and interest on the Refunded Bonds, any balance
then remaining in the Refunding Account shall be transferred to the Authority, and the Escrow Agent shall
thereupon be discharged from any further duties hereunder.
Section Payment of Principal and Interest.
The Escrow Agent is hereby irrevocably instructed to transfer to the Paying Agent from the cash
balances on deposit in the Refunding Account, the amounts required to pay the principal of the Refunded Bonds
at their redemption date and interest thereon to such redemption date in the amounts and at the times shown in
Exhibit C.
Section Sufficiency of Refunding Account.
The Authority represents that, based upon the information provided in the Verification Report,
the successive receipts of the principal of and interest on the Escrowed Securities will assure that the cash6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 74 of 105
balance on deposit from time to time in the Refunding Account will be at all times sufficient to provide moneys
for transfer to the Paying Agent at the times and in the amounts required to pay the interest on the Refunded
Bonds as such interest comes due and the principal of the Refunded Bonds as the Refunded Bonds are paid on
an optional redemption date prior to maturity, all as more fully set forth in Exhibit E attached hereto. If, for any
reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Refunding Account shall
be insufficient to transfer the amounts required by the Paying Agent to make the payments set forth in
Section 3.2. hereof, the Authority shall timely deposit in the Refunding Account, from any funds that are
lawfully available therefor, additional funds in the amounts required to make such payments. Notice of any
such insufficiency shall be given promptly as hereinafter provided, but the Escrow Agent shall not in any
manner be responsible for any insufficiency of funds in the Refunding Account or the Authority’s failure to
make additional deposits thereto.
Section Trust Fund.
The Escrow Agent shall hold at all times the Refunding Account, the Escrowed Securities and all other
assets of the Refunding Account, wholly segregated from all other funds and securities on deposit with the
Escrow Agent; it shall never allow the Escrowed Securities or any other assets of the Refunding Account to be
commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets
of the Refunding Account only as set forth herein. The Escrowed Securities and other assets of the Refunding
Account shall always be maintained by the Escrow Agent as trust funds for the benefit of the owners of the
Refunded Bonds; and a special account shall at all times be maintained on the books of the Escrow Agent. The
amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by
the Authority, and the Escrow Agent shall have no right to title with respect thereto except as an agent and
Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this
Agreement shall not be subject to warrants, drafts or checks drawn by the Authority or, except to the extent
expressly herein provided, by the Paying Agent.
Article Limitation on Investments
Section Investments.
Except for the initial investment in the Escrowed Securities, and except as provided in Section 4.2, the
Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder, or to make
substitutions of the Escrowed Securities, or to sell, transfer, or otherwise dispose of the Escrowed Securities.
Section Substitution of Securities.
At the written request of the Authority, and upon compliance with the conditions hereinafter stated, the
Escrow Agent shall utilize cash balances in the Refunding Account, or sell, transfer, otherwise dispose of or
request the redemption of the Escrowed Securities and apply the proceeds therefrom to purchase Refunded
Bonds or Government Obligations which do not permit the redemption thereof at the option of the obligor. Any
such transaction may be effected by the Escrow Agent only if (a) the Escrow Agent shall have received a
written opinion from a firm of certified public accountants that such transaction will not cause the amount of
money and securities in the Refunding Account to be reduced below an amount sufficient to provide for the full
and timely payment of principal of and interest on all of the remaining Refunded Bonds as they become due,
taking into account any optional redemption thereof exercised by the Authority in connection with such
transaction; and (b) the Escrow Agent shall have received the unqualified written legal opinion of its bond
counsel or tax counsel to the effect that such transaction will not cause any of the Bonds or Refunded Bonds to
be an “arbitrage bond” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended.
Article Application of Cash Balances
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 75 of 105
Section In General.
Except as provided in Section 2.1, 3.2 and 4.2 hereof, no withdrawals, transfers or reinvestment
shall be made of cash balances in the Refunding Account. Cash balances shall be held by the Escrow Agent in
United States currency as cash balances as shown on the books and records of the Escrow Agent and, except as
provided herein, shall not be reinvested by the Escrow Agent; provided, however, a conversion to currency shall
not be required (i) for so long as the Escrow Agent’s internal rate of return does not exceed 20%, or (ii) if the
Escrow Agent’s internal rate of return exceeds 20%, the Escrow Agent receives a letter of instructions,
accompanied by the opinion of nationally recognized bond counsel, approving the assumed reinvestment of
such proceeds at such higher yield.
Article Redemption of Refunded Bonds
Section Call for Redemption.
The Authority hereby irrevocably calls the Refunded Bonds for redemption on their earliest redemption
date, as shown in Appendix A attached hereto.
Section Notice of Redemption/Notice of Defeasance.
The Escrow Agent agrees to give a notice of defeasance and a notice of the redemption of the Refunded
Bonds to the Paying Agent for dissemination in accordance with the terms of Resolution No. 1 of the Board of
Directors of the Authority and in substantially the forms attached hereto as Appendices A and B to the Paying
Agent for distribution as described therein. The notice of defeasance shall be given immediately following the
execution of this Agreement, and the notice of redemption shall be given in accordance with the resolution
authorizing the Refunded Bonds. The Escrow Agent hereby certifies that provision satisfactory and acceptable
to the Escrow Agent has been made for the giving of notice of redemption of the Refunded Bonds.
Article Records and Reports
Section Records.
The Escrow Agent will keep books of record and account in which complete and accurate entries shall
be made of all transactions relating to the receipts, disbursements, allocations and application of the money and
Escrowed Securities deposited to the Refunding Account and all proceeds thereof, and such books shall be
available for inspection during business hours and after reasonable notice.
Section Reports.
While this Agreement remains in effect, the Escrow Agent annually shall prepare and send to the
Authority a written report summarizing all transactions relating to the Refunding Account during the preceding
year, including, without limitation, credits to the Refunding Account as a result of interest payments on or
maturities of the Escrowed Securities and transfers from the Refunding Account for payments on the Refunded
Bonds or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on
deposit in the Refunding Account as of the end of such period.
Article Concerning the Paying Agent and Escrow Agent
Section Representations.
The Escrow Agent hereby represents that it has all necessary power and authority to enter into this6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 76 of 105
Agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out
all of its obligations hereunder.
Section Limitation on Liability.
The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on
the Refunded Bonds shall be limited to the proceeds of the Escrowed Securities and the cash balances from time
to time on deposit in the Refunding Account. Notwithstanding any provision contained herein to the contrary,
the Escrow Agent shall have no liability whatsoever for the insufficiency of funds from time to time in the
Refunding Account or any failure of the obligors of the Escrowed Securities to make timely payment thereon,
except for the obligation to notify the Authority promptly of any such occurrence.
The recitals herein and in the proceedings authorizing the Bonds shall be taken as the statements of the
Authority and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow
Agent.
It is the intention of the parties that the Escrow Agent shall never be required to use or advance its own
funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any
of its rights and powers hereunder.
The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in
any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this
Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the
Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the
same shall have been through its negligence or want of good faith.
Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or
inquire into the happening or occurrence of any event or contingency or the performance or failure of
performance of the Authority with respect to arrangements or contracts with others, with the Escrow Agent’s
sole duty hereunder being to safeguard the Refunding Account, to dispose of and deliver the same in accordance
with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine
the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination,
only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow
Agent shall be liable only for its own misconduct or its negligence. In determining the occurrence of any such
event or contingency the Escrow Agent may request from the Authority or any other person such reasonable
additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to
the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with,
among others, the Authority at any time.
Section Compensation.
The Authority shall pay to the Escrow Agent fees for performing the services hereunder and for the
expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement pursuant to the
terms of the Fee Schedule attached as Appendix C. The Escrow Agent hereby agrees that in no event shall it
ever assert any claim or lien against the Refunding Account for any fees for its services, whether regular or
extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses as
Escrow Agent or in any other capacity.
Section Successor Escrow Agents.
If at any time the Escrow Agent or its legal successor or successors should become unable, through
operation or law or otherwise, to act as Escrow Agent hereunder, or if its property and affairs shall be taken6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 77 of 105
under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for
any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the
Authority, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor
Escrow Agent shall have been appointed by the Authority within 60 days, a successor may be appointed by the
owners of a majority in principal amount of the Refunded Bonds then outstanding by an instrument or
instruments in writing filed with the Authority, signed by such owners or by their duly authorized
attorneys-in-fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to
the foregoing provisions of this Section within three months after a vacancy shall have occurred, the owner of
any Refunded Bond may apply to any court of competent jurisdiction to appoint a successor Escrow Agent.
Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor
Escrow Agent.
Any successor Escrow Agent shall be a corporation organized and doing business under the laws of the
United States or any state, authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $100,000,000 and subject to the supervision or examination by federal or state
authority.
Any successor Escrow Agent shall execute, acknowledge and deliver to the Authority and the Escrow
Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an
instrument transferring to such successor Escrow Agent, subject to the terms of this Agreement, all the rights,
powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the
Authority shall execute any and all instruments in writing for more fully and certainly vesting in and confirming
to such successor Escrow Agent all such rights, powers and duties.
The obligations assumed by the Escrow Agent pursuant to this Agreement may be transferred by the
Escrow Agent to a successor Escrow Agent if (a) the requirements of this Section 8.4 are satisfied; (b) the
successor Escrow Agent has assumed all the obligations of the Escrow Agent under this Agreement; and (c) all
of the Escrowed Securities and money held by the Escrow Agent pursuant to this Agreement have been duly
transferred to such successor Escrow Agent.
Article Miscellaneous
Section Notice.
Any notice, authorization, request, or demand required or permitted to be given hereunder shall be in
writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage
prepaid addressed to the Treasurer or the Escrow Agent at the address shown on Exhibit A attached hereto. The
United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be
conclusive evidence of the date and fact of delivery. Any party hereto may change the address to which notices
are to be delivered by giving to the other parties not less than ten days prior notice thereof.
Section Termination of Responsibilities.
Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall
have no further obligations or responsibilities hereunder to the Authority, the owners of the Refunded Bonds or
to any other person or persons in connection with this Agreement.
Section Binding Agreement.
This Agreement shall be binding upon the Authority and the Escrow Agent and their respective
successors and legal representatives, and shall inure solely to the benefit of the owners of the Refunded Bonds,
the Authority, the Escrow Agent and their respective successors and legal representatives.6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 78 of 105
Section Severability.
In case any one or more of the provisions contained in this Agreement shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein.
Section Washington Law Governs.
This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of
the state of Washington.
Section Time of the Essence.
Time shall be of the essence in the performance of obligations from time to time imposed upon the
Escrow Agent by this Agreement.
Section Notice to Moody’s.
In the event that this agreement or any provision thereof is severed, amended or revoked, the
Authority shall provide written notice of such severance, amendment or revocation to Moody’s Investors
Service at 7 World Trade Center at 250 Greenwich Street, New York, New York, 10007, Attention: Public
Finance Rating Desk/Refunded Bonds.
Section Amendments.
This Agreement shall not be amended except to cure any ambiguity or formal defect or omission in this
Agreement. No amendment shall be effective unless the same shall be in writing and signed by the parties
thereto. No such amendment shall adversely affect the rights of the holders of the Refunded Bonds. No such
amendment shall be made without first receiving written confirmation from the rating agencies, (if any) which
have rated the Refunded Bonds that such administrative changes will not result in a withdrawal or reduction of
its rating then assigned to the Refunded Bonds. If this Agreement is amended, prior written notice and copies of
the proposed changes shall be given to the rating agencies which have rated the Refunded Bonds.
EXECUTED as of the date first written above.
VALLEY COMMUNICATIONS CENTER DEVELOPMENT
AUTHORITY
President of the Board of Directors
[ESCROW AGENT]
Authorized Signatory
Exhibit A - Addresses of the Authority and the Escrow Agent
Exhibit B - Description of the Refunded Bonds
Exhibit C - Schedule of Debt Service on Refunded Bonds
Exhibit D - Description of Beginning Cash Deposit (if any) and Escrowed Securities6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 79 of 105
Exhibit E - Refunding Account Cash Flow
Appendix A - Notice of Redemption for the Refunded Bonds
Appendix B - Notice of Defeasance for the Refunded Bonds
Appendix C - Fee Schedule
EXHIBIT A
Addresses of the Authority and Escrow Agent
Authority: Valley Communications Center Development Authority
27519 108th Avenue SE
Kent, Washington 98030
Attention: Jamie Coleman, Finance Manager
Escrow Agent: ___________________________________
___________________________________
___________________________________
___________________________________
Attention: _______________
EXHIBIT B
Description of the Refunded Bonds
Valley Communications Center Development Authority Bonds, 2000
(Valley Communications Center Project in King County, Washington)
Dated September 15, 2000
Maturities
(December 1)
Principal Amounts
Interest Rates
2011 $ 965,000 5.000%
2012 1,010,000 5.000
2013 1,100,000 5.375
2015 2,270,000 5.750
EXHIBIT C
Schedule of Debt Service on Refunded Bonds
Date Interest
Principal/
Redemption Price Total
$ $ $
TOTAL $ $ $
EXHIBIT D
Escrow Deposit
I. Cash $
II. Other Obligations6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 80 of 105
Description Maturity Date
Principal
Amount Yield Total Cost
$ % $
$ $
III. Costs of Issuance
Escrow Agent Fee (_______) $
POS/Official Statement Fee
Contingency
Bond Counsel Fee (K&L Gates)
Rating Agency Fee $
Total: $
EXHIBIT E
Refunding Account Cash Flow
Date
Escrow Requirement Net Escrow Receipts Excess
Receipts
Cash
Balance
$ $ $ $
APPENDIX A
Notice of Redemption*
Valley Communications Center Development Authority Bonds, 2000
(Valley Communications Center Project in King County, Washington)
NOTICE IS HEREBY GIVEN that the Valley Communications Center Development Authority
has called for redemption on December 1, 2010, the following described outstanding Valley Communications
Center Development Authority Bonds, 2000 (Valley Communications Center Project in King County,
Washington) (the “Bonds”).
The Bonds will be redeemed at a price of one hundred percent (100%) of their principal amount, plus
interest accrued to December 1, 2010. The redemption price of the Bonds is payable on presentation and
surrender of the Bonds at the office of:
The Bank of New York Mellon
Worldwide Securities Processing
2001 Bryan Street, 9th Floor
Dallas, TX 7520
-or-
Wells Fargo Bank, National
Association
Corporate Trust Department
14th Floor
999 Third Avenue
Seattle, WA 98104
Interest on all Bonds or portions thereof which are redeemed shall cease to accrue on December 1,
2010. 6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 81 of 105
The following Bonds are being redeemed:
Maturity Dates
(December 1)Principal Amounts Interest Rates CUSIP Nos.
2011 $ 965,000 5.000%919512AL7
2012 1,010,000 5.000 919512AM5
2013 1,100,000 5.375 919512AN3
2015 2,270,000 5.750 919512AO6
By Order of the Valley Communications Center Development Authority
The Bank of New York Mellon, as Paying Agent
Dated: .
Withholding of 28% of gross redemption proceeds of any payment made within the United States may
be required by the Jobs and Growth Tax Relief Reconciliation Act of 2003 unless the Paying Agent has the
correct taxpayer identification number (social security or employer identification number) or exemption
certificate of the payee. Please furnish a properly completed Form W-9 or exemption certificate or equivalent
when presenting your Bonds.
APPENDIX B*
Notice of Defeasance*
Valley Communications Center Development Authority Bonds, 2000
(Valley Communications Center Project in King County, Washington)
NOTICE IS HEREBY GIVEN to the owners of that portion of the above-captioned bonds with
respect to which, pursuant to an Escrow Deposit Agreement dated ________, 2010, between the Valley
Communications Center Development Authority (the “Authority”) and ________________, _______, _______
(the “Escrow Agent”), the Authority has deposited into an escrow account, held by the Escrow Agent, cash and
non-callable direct obligations of the United States of America, the principal of and interest on which, when
due, will provide money sufficient to pay each year, to and including the respective maturity or redemption date
of such bonds so provided for, the principal thereof and interest thereon (the “Defeased Bonds”). Such
Defeased Bonds are therefore deemed to be no longer outstanding pursuant to the provisions of Resolution
No. 1 of the Authority, authorizing the issuance of the Defeased Bonds but will be paid by application of the
assets of such escrow account.
The Defeased Bonds are described as follows:
Valley Communications Center Development Authority Bonds, 2000 (Valley Communications Center
Project in King County, Washington), dated September 15, 2000
Maturity Dates
(December 1)Principal Amounts Interest Rates CUSIP Nos.
2011 $ 965,000 5.000%919512AL7
2012 1,010,000 5.000 919512AM5
2013 1,100,000 5.375 919512AN3
2015 2,270,000 5.750 919512AO6
Information for Individual Registered Owner
The addressee of this notice is the registered owner of Bond Certificate No. _____ of the Defeased
Bonds described above, which certificate is in the principal amount of $_______.6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 82 of 105
____________, 2010
APPENDIX C
Fee Schedule
See Attached.
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 83 of 105
__________, 2010
Valley Communications Center
Development Authority
Kent, Washington
Seattle-Northwest Securities Corporation
Seattle, Washington
Re: Valley Communications Center Development Authority
Refunding Bonds, 2010 (Valley Communications Center Project) — $_______
Ladies and Gentlemen:
We have acted as bond counsel to the Valley Communications Center Development Authority (the
“Authority”), a public corporation chartered by the City of Kent, Washington, pursuant to chapter 35.21 RCW,
and have examined a certified transcript of the proceedings taken in the matter of the issuance by the Authority
of its Refunding Bonds, 2010 (Valley Communications Center Project), dated as of the date hereof, in the
aggregate principal amount of $_______ (the “Bonds”), issued pursuant to Resolution No.__ of the Authority
(the “Bond Resolution”) for the purpose of refunding certain outstanding bonds of the Authority and paying
costs of issuance of the Bonds. Capitalized terms used in this opinion and not otherwise defined herein have the
meanings given such terms in the Bond Resolution.
The Bonds are not subject to optional redemption prior to their stated maturities.
We have not been engaged nor have we undertaken to review the accuracy, completeness or sufficiency
of the official statement or other offering material related to the Bonds (except to the extent, if any, stated in the
official statement), and we express no opinion relating thereto, or relating to the undertaking by the Authority to
provide ongoing disclosure pursuant to Securities and Exchange Commission Rule 15c2-12.
As to questions of fact material to our opinion, we have relied upon representations of the Authority
contained in the Bond Resolution and in the certified proceedings and other certifications of public officials and
others furnished to us without undertaking to verify the same by independent investigation. We have also
examined certain motions, ordinances and resolutions of the City of Kent, City of Auburn, City of Federal Way,
City of Renton, and City of Tukwila, Washington, an executed counterpart of the Valley Communications
Center Interlocal Agreement effective April 17, 2000 (the “Interlocal Agreement”), and such other documents,
rules, regulations or other matters as we have deemed relevant in arriving at the opinions stated below.
Based on the foregoing, we are of the opinion that, under existing law:
1. The Bonds have been legally issued and constitute valid and binding obligations of the
Authority, except to the extent that the enforcement of the rights and remedies of the holders and owners of the
Bonds may be limited by laws relating to bankruptcy, insolvency, moratorium, reorganization or other similar
laws of general application affecting the rights of creditors, by the application of equitable principles and the
exercise of judicial discretion.
2. The Bonds are special obligations of the Authority payable solely out of the
special fund of the Authority known as the “Special Obligation Bond Fund” (the “Bond Fund”). Pursuant to the
Interlocal Agreement, each of the City of Kent, City of Auburn, City of Federal Way, City of Renton, and City
of Tukwila, Washington (the “Member Cities”), shall contribute in equal shares to pay debt service on the
Bonds as the same shall become due and payable and to pay administrative expenses with respect to the Bonds. 6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 84 of 105
No Member City shall be obligated to pay the share of any other Member City; the obligations of each Member
City with respect to the Bonds shall be limited to its (twenty-percent) equal allocable share of such obligations;
and all such payments shall be made without regard to the payment or lack thereof by any other jurisdiction.
The Member Cities have obligated and committed themselves to budget for and pay their allocable portions of
the financial obligations represented by the Bonds.
3. The Authority has irrevocably bound itself to set aside and pay into the Bond Fund those
amounts necessary, together with such other funds as are on hand and available in the Bond Fund, to pay the
principal of and interest on the Bonds as the same becomes due.
4. Interest on the Bonds is excludable from gross income for federal income tax
purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on
individuals and corporations; however, interest on the Bonds is taken into account in determining adjusted
current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations.
The opinion set forth in the preceding sentence is subject to the condition that the Authority and the Member
Cities comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Code”), that must
be satisfied subsequent to the issuance of the Bonds in order that the interest thereon be, and continue to be,
excludable from gross income for federal income tax purposes. The Authority and the Member Cities have
covenanted to comply with all applicable requirements. Failure to comply with certain of such covenants may
cause interest on the Bonds to be included in gross income for federal income tax purposes retroactively to the
date of issuance of the Bonds.
The Authority [has] designated the Bonds as “qualified tax-exempt obligations” within the
meaning of Section 265(b)(3) of the Code.
Except as expressly stated above, we express no opinion regarding any other federal or state income tax
consequences of acquiring, carrying, owning or disposing of the Bonds. Owners of the Bonds should consult
their tax advisors regarding the applicability of any collateral tax consequences of owning the Bonds, which
may include original issue discount, original issue premium, purchase at a market discount or at a premium,
taxation upon sale, redemption or other disposition, and various withholding requirements.
This opinion is given as of the date hereof, and we assume no obligation to update, revise or
supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any
changes in law that may hereafter occur.
Very truly yours,
K&L GATES LLP
CMW:CF
K:\2040983\00002\20358_DG\20358L2109`
6c. ‐ Finance and Information Services Department requests approval of
an ordinance authorizing the issuance of revenue bonds in the amount Page 85 of 105
CITY OF RENTON COUNCIL AGENDA BILL
Subject/Title:
Upper Springbrook Creek Restoration Project –
Design Agreement Budget Increase Authorization
Meeting:
Regular Council - 22 Feb 2010
Exhibits:
Issue Paper
Additional Funding Request Letter
Revised Project Management Plan
Submitting Data: Dept/Div/Board:
Public Works
Staff Contact:
Ron Straka (ext. 7248), Allen Quynn (ext. 7247)
Recommended Action:
Council Concur
Fiscal Impact:
Expenditure Required: $ 49,648.63 Transfer Amendment: $
Amount Budgeted: $ 145,298.63 Revenue Generated: $
Total Project Budget: $ 145,298.63 City Share Total Project: $
SUMMARY OF ACTION:
The US Army Corps of Engineers (Corps) is requesting a $49,648.63 increase in the City’s share of the
budget for the agreement between the Corps and the City of Renton for design and permitting of the
Upper Springbrook Creek Restoration Project from $95,650 to $145,298.63. The total design cost for the
combined City and the Corps shares have increased from $382,600 to $581,194.52.
The increase in project budget is due to additional Corps management costs associated with
contracting out the design work to a consultant, additional Corps review requirements to comply with
the recently implemented civil works review policy, additional design costs associated with site
topography, surveying of channel alignment, technically complex culvert design due to road grade,
existing utilities and fish passage requirements, and a design contingency to account for unanticipated
design issues.
The project is funded from the Surface Water Utility’s 427 Capital Improvement Program (CIP) fund for
the Green River Watershed Forum Ecosystem Restoration Project (account number 427.427295). The
approved 2009 Surface Water Utility 2009 CIP budget for this project was $514,500. A total of $443,000
remains and will be included in the 2010 carry forward budget request. The approved 2010 CIP budget
for the project included an additional $10,000. The total 2010 Surface Water Utility CIP budget for this
project including the $443,000 carry forward budget request from 2009 is $453,000.
STAFF RECOMMENDATION:
Authorize an increase in the City’s share of the budget for the agreement between the Corps and the
City of Renton, in the amount of $49,648.63, from $95,650 to $145,298.63 for the design and permitting
of the Upper Springbrook Creek Restoration Project.
6d. ‐ Utility Systems Division recommends authorizing an increase to the
budget to CAG‐08‐021, with U.S. Army Corps of Engineers, in the amount Page 86 of 105
PUBLIC WORKS DEPARTMENT
M E M O R A N D U M
DATE:February 9, 2010
TO:Don Persson, Council President
Members of the City Council
VIA:Denis Law, Mayor
FROM:Gregg Zimmerman, Administrator
STAFF CONTACT:Ron Straka, Surface Water Utility Supervisor (ext. 7248)
Allen Quynn, Surface Water Utility Engineer (ext. 7247)
SUBJECT:Upper Springbrook Creek Restoration Project – Design
Agreement Budget Increase Authorization
ISSUE:
Should the Council authorize a $49,648.63 increase in the City’s share of the budget for the
agreement between the US Army Corps of Engineers (Corps) and the City of Renton for design
and permitting of the Upper Springbrook Creek Restoration Project from $95,650 to
$145,298.63?
RECOMMENDATION:
Authorize a $49,648.63 increase in the City’s share of the budget for the agreement between
the Corps and the City of Renton for design and permitting of the Upper Springbrook Creek
Restoration Project from $95,650 to $145,298.63 in accordance with the Corps’ Revised Project
Management Plan.
BACKGROUND:
In 2008, the City and the Corps signed the Upper Springbrook Creek Restoration Project design
agreement to cost share in the project design and permitting. This project is one of several
projects within the Green/Duwamish Ecosystem Restoration Program to improve salmon
habitat within the Green/Duwamish River Basin. The Upper Springbrook Creek Restoration
Project will replace an existing roadside ditch with 900 feet of natural, meandering stream
channel with spawning, rearing and storm refuge habitat for migrating salmon along
South 55th Street between SR-167 and Talbot Road South. Project elements include excavating
a new channel away from the road, adding spawning gravel, large woody debris, riparian
plantings and a new fish passable culvert under South 55th Street. Under the design
agreement, the Corps is responsible for designing and obtaining federal permits for the project
and the City is responsible for acquiring any land rights, providing technical assistance and
6d. ‐ Utility Systems Division recommends authorizing an increase to the
budget to CAG‐08‐021, with U.S. Army Corps of Engineers, in the amount Page 87 of 105
Mr. Persson, Council President
February 9, 2010
Page 2 of 4
H:\File Sys\SWP - Surface Water Projects\SWP-27 - Surface Water Projects (CIP)\27-3023 Ecosystem Restoration Projects\Upper Springbrook
Creek\1200 Agreements\Design Agreement Addendum\Design Agreement Addendum Issue Paper.doc \AQtp
review, and obtaining all required local permits. The agreement also requires the City provide a
local match of 25% of the total estimated design costs of $382,600 or $95,650. The design is
approximately 65% complete. In order for the Corps to complete the 100% design and
permitting in sufficient time to allow the project to be constructed in the summer of 2010, the
Corps is requesting an additional $49,648.63 from the City for a total of $145,298.63, which
represents the City’s 25% share of the revised project budget of $581,194.52. The reason for
the increase is due to several factors stated below:
1.Decision to contract out design – The design agreement scope of work designated the
project design to be completed by Corps staff. However, the Corps received American
Recovery and Reinvestment Act (ARRA) funding for the project for fiscal year 2010 which
requires the Corps to obligate the ARRA funds for construction prior to
October 1, 2010. Based on staff availability, the chief of the Corps design branch
determined that the Corps workload would not support completing the design in
sufficient time to guarantee the award of the construction contract prior to October 1,
2010. To meet the accelerated schedule, the Corps made the decision to contract out
the design to an engineering consultant which has resulted in additional Corps staff
costs to negotiate and manage the contract.
2.New Corps project review requirements – The Corps has been given new guidance for
the civil works review policy that is now being implemented and will affect the Upper
Springbrook Creek Project. This guidance requires Agency Technical Review (ATR) of all
design and environmental documents. The cost for this additional level of review has
resulted in an increase in the design budget.
3.Additional survey costs – The design agreement scope of work for surveying include
development of the base survey map, which included identifying topography, existing
utilities, easements and right-of-way. However, it did not include the survey of the
proposed channel alignment, which was needed to produce channel cross-sections for
the development of the hydraulic analysis and channel design.
4.Complicated culvert design – Once the consultant began the development of the 35%
design, it became apparent that the replacement of the existing culvert was going to
become more challenging due to several design constraints. The design constraints
include the steepness of the road as it crosses the creek, existing utilities impacting
culvert alignment, and depth and fish passage requirements.
6d. ‐ Utility Systems Division recommends authorizing an increase to the
budget to CAG‐08‐021, with U.S. Army Corps of Engineers, in the amount Page 88 of 105
Mr. Persson, Council President
February 9, 2010
Page 3 of 4
H:\File Sys\SWP - Surface Water Projects\SWP-27 - Surface Water Projects (CIP)\27-3023 Ecosystem Restoration Projects\Upper Springbrook
Creek\1200 Agreements\Design Agreement Addendum\Design Agreement Addendum Issue Paper.doc \AQtp
5.Constraints with site topography –The proposed channel is located in an area where the
topography slopes away from the channel reducing its flow capacity. Hydraulic model
results showed that water was overtopping and leaving the channel and floodplain even
under minor storm events. To minimize the loss of water from the floodplain, additional
design analysis was required by the consultant to identify alternatives.
6.Contingency - A contingency, which was not included in the original design agreement,
has been added to the revised budget to account for any unforeseen design issues that
may arise prior to completing the 100% design.
Although the design costs have increased, there are several reasons why it is in the interests of
the City to work with the Corps to complete the design and partner on the construction phase
of the project.
The City and the Corps entered into the design agreement with the expectation that both
parties would sign a Project Cooperation Agreement (PCA) to cost share in the project
construction. Under the PCA, the City would be responsible for 35% of the total project cost for
design, permitting and construction. Based on the estimated construction cost of $905,015 and
the revised design costs of $581,194.52, the total project cost is estimated to be $1,486,209.52,
of which, $520,173.33 represents the City’s 35% share. The Corps would fund the remaining
project cost of $966,036.19.
Because of the cost sharing arrangement in the design agreement, the City’s costs for design are
considerably lower than if the City designed the project on its own. For a typical habitat
improvement project involving channel relocation, culvert replacement and potentially
extensive permitting, the City could expect to pay design costs that are as much as 30% of the
estimated construction cost of $905,015 or $271,504.50 compared with the City’s revised
design costs under the agreement of $145,298.63. This represents a $126,205.87 savings in
design costs for the City. If the City partners with the Corps on both design and construction,
the City would pay only 35% of the total project costs, or $520,173.33, versus paying
$1,176,519.50 ($271,504.50 for design plus estimated construction costs of $905,015) without
Corps participation. This represents a savings to the City of $656,346.17 for the total project
costs including design, permitting and construction.
In addition to the matching funds provided by the Corps, the King Conservation District has
awarded the City two grants totaling $214,500 to be used for design, permitting and
construction of the Upper Springbrook Creek Restoration Project. These grants would cover the
City’s entire share ($145,298.63) of the project design and permitting and reduce the amount of
City funding needed for construction.
6d. ‐ Utility Systems Division recommends authorizing an increase to the
budget to CAG‐08‐021, with U.S. Army Corps of Engineers, in the amount Page 89 of 105
Mr. Persson, Council President
February 9, 2010
Page 4 of 4
H:\File Sys\SWP - Surface Water Projects\SWP-27 - Surface Water Projects (CIP)\27-3023 Ecosystem Restoration Projects\Upper Springbrook
Creek\1200 Agreements\Design Agreement Addendum\Design Agreement Addendum Issue Paper.doc \AQtp
The following table summarizes the cost savings to the City:
Design and Permitting
(Design Agreement)
Design, Permitting and Construction
(Project Cooperation Agreement)
City’s cost without Corps
partnership $271,504.50 $1,176,519.50
City’s cost with Corps
partnership $145,298.63 $520,173.33
Cost savings to City $126,205.87 $656,346.17
Another advantage to partnering with the Corps on design is that the project permitting
processes can be conducted at an accelerated pace. Since the Corps is both responsible for
obtaining and issuing the federal permits for the project, they will have dedicated resources
available to complete the permitting process in a relatively short period of time which is critical
if the project is to be constructed this year.
The project is funded from the Surface Water Utility’s 427 Capital Improvement Program (CIP)
fund for the Green River Watershed Forum Ecosystem Restoration Project, (account number
427.427295). The approved 2009 Surface Water Utility 2009 CIP budget for this project was
$514,500. A total of $443,000 remains and will be included in the 2010 carry forward budget
request. The approved 2010 CIP budget for the project included an additional $10,000. The
total 2010 Surface Water Utility CIP budget for this project including the $443,000 carry forward
budget request from 2009 is $453,000.
CONCLUSION:
The Council should authorize a $49,648.63 increase in the City’s share of the budget for the
agreement between the US Army Corps of Engineers (Corps) and the City of Renton for design
and permitting of the Upper Springbrook Creek Restoration Project from $95,650 to
$145,298.63.
cc:Lys Hornsby, Utility Systems Director
JoAnn Wykpisz, PW Principal Financial and Admin Analyst
Hai Nguyen, FIS Budget Analyst
File
6d. ‐ Utility Systems Division recommends authorizing an increase to the
budget to CAG‐08‐021, with U.S. Army Corps of Engineers, in the amount Page 90 of 105
6
d
.
‐
U
t
i
l
i
t
y
S
y
s
t
e
m
s
D
i
v
i
s
i
o
n
r
e
c
o
m
m
e
n
d
s
a
u
t
h
o
r
i
z
i
n
g
a
n
i
n
c
r
e
a
s
e
t
o
t
h
e
b
u
d
g
e
t
t
o
C
A
G
‐
0
8
‐
0
2
1
,
w
i
t
h
U
.
S
.
A
r
m
y
C
o
r
p
s
o
f
E
n
g
i
n
e
e
r
s
,
i
n
t
h
e
a
m
o
u
n
t
P
a
g
e
9
1
o
f
1
0
5
1
UPPER SPRINGBROOK CREEK
RESTORATION PROJECT
Design
Project Management Plan
Revised date 5 February 2010
Original date 25 January 2008
SCOPE
1. Overview
This Project Management Plan (PMP) is intended to specify the roles, responsibilities and
protocols of the U.S. Army Corps of Engineers and the City of Renton for all the efforts that will
lead up to the construction of the Upper Springbrook Creek Restoration Project. This plan will
be reviewed by the project team and the City of Renton at the beginning of the project, and
updated quarterly to reflect schedule, scope, and team member changes.
2. Location
The project site is a tributary to Springbrook Creek and is located on the South East boundary of
the City of Renton in the Southeast and Southwest quarters of Section 31, Township 23 North,
Range 5 East in King County, Washington. The stream currently runs through a roadside ditch
along the north side of South 55th Street.
3. Project Background and Authority
This project was authorized in the Green-Duwamish Ecosystem Restoration Plan (ERP) with
accompanying Programmatic Environmental Impact Statement (EIS) in the Water Resources
Development Act of 2000 (WRDA 2000). A conceptual design and cost estimate was prepared
in the feasibility phase for the Upper Springbrook Creek that was completed in 2000. The
Green-Duwamish ERP gained construction New Start capability in the Water and Energy Act of
2003.
4. Sponsor
City of Renton
Surface Water Utility
Renton City Hall, 5th Floor
1055 South Grady Way
Renton, Washington 98057
5. Scope
The proposed project is currently scoped to restore a 900-foot stream currently running through a
road side ditch and by constructing a new channel that would maximize the habitat and spawning
potential for this section of stream. The project would also include a new culvert under South 55
th Street to aid in fish passage. Elements within this design project phase include: 35%, 95% and
100% design plans and specifications, and the Corps’ District Quality Control (DQC), cost
6d. ‐ Utility Systems Division recommends authorizing an increase to the
budget to CAG‐08‐021, with U.S. Army Corps of Engineers, in the amount Page 92 of 105
2
estimates, environmental coordination and permitting, real estate coordination and land
certification, development, approval and signature of the Project Partnership Agreement (PPA)
for construction.
TEAM IDENTIFICATION AND RESPONSIBILITIES
1. Project Delivery Team Members
Corps of Engineers - Team
Name Role Phone Email
Gordon Thomson Green Duwamish PgM (206) 439-4537 Gordon.R.Thomson@usace.army.mil
Lynn Wetzler Project Manager (206) 764-3695 Lynn.Wetzler@usace.army.mil
Chemine Jackels Biologist (206) 764-7205 Chemine.R.Jackels@usace.army.mil
Lyz Ellis Archeologist (206) 764-3534 Elizabeth.A.Ellis@usace.army.mil
Greg Segal Civil/Soils Engineer (206) 764-3712 Gregory.L.Segal@usace.army.mil
Lee Ford Civil Designer (206) 764-3765 Lee.Ford@usace.army.mil
Paul Hansen Hydraulic Engineer (206) 764-3596 Paul D. Hansen@usace.army.mil
Kevin Kane Real Estate (206) 764-6652 Kevin.L.Kane@usace.army.mil
Bruce Rohde Office of Counsel (RE)(206) 764-3797 Bruce.G.Rohde@usace.army.mil
Sue Leong Office of Counsel (206) 767-3731 Sue.Y.Leong@usace.army.mil
Kurt Friederich Cost Estimator (509) 527-7512 Kurt.O.Friederich@usace.army.mil
Jayson Osborne Hazardous, Toxic and
Radioactive Wastes
(206) 764-3521 Jayson.B.Osborne@usace.army.mil
Kristen Kerns Plan Formulator (206) 764-3474 Kristen.kerns@usace.army.mil
City of Renton - Team
Ron Straka Utility Engineering
Supervisor
(425) 430-7248 rstraka@ci.renton.wa.us
Allen Quynn Renton, Project Manager
(425) 430-7247 aquynn@ci.renton.wa.us
Anchor
Tracy Drury Project Manager (360) 733-4311
x223 tdrury@anchorqea.com
Marisa Lee Project Manager (360) 733-4311
x258 mlee@anchoqea.com
2. Roles and Responsibilities
Corps Responsibilities
The Corps of Engineers will provide technical expertise in the areas of engineering and
environmental coordination for the purpose of furthering the project during all phases. The
Corps will also provide project management and guidance such as coordination with agencies
and stakeholders, attendance of site visits, and legal guidance. The Corps will obtain all Federal
permits. After the project design, plan, specifications and cost estimate are complete, the Corps
and the City will sign the Project Partnership Agreement (PPA). The PPA will dictate the Corps
6d. ‐ Utility Systems Division recommends authorizing an increase to the
budget to CAG‐08‐021, with U.S. Army Corps of Engineers, in the amount Page 93 of 105
3
and the City’s responsibilities and cost-sharing during construction.
City’s Responsibilities
The City should, at minimum, provide project management support such as regular meetings
with the project team, site visits, technical design review, and input including review of plans,
specifications, hydrologic and hydraulic information, permit application, and guidance on local
project goals. The City should inform the project team of local issues that may affect the
viability of the project. The City will obtain all local permits, and all necessary lands, easements,
rights of way, relocations and disposal areas (LERRD), and rights of entry (if necessary) for the
project site.
ASSUMPTIONS AND CONSTRAINTS
1. Project Goal / Objectives
Create salmonid habitat
·Provide spawning habitat.
·Provide rearing habitat.
·Replace existing undersized culvert with new fish passable culvert.
·Evaluate whether a sediment trap downstream of new culvert to facilitate sediment
removal is necessary.
·Relocate stream away from road and meander through adjacent forested area.
Protect and enhance existing terrestrial habitat
·Protect existing riparian and wetland habitat.
·Remove existing invasive plants and noxious weeds and control exotics.
·Provide riparian cover along stream channel for shade, detrital input, erosion control, and
insect drop.
2. Critical Assumptions and Constraints
The following assumptions directly affect design development:
·The City of Renton has obtained a drainage easement to allow the construction of the
proposed stream restoration project. Seattle District will evaluate this easement to insure
that it is adequate for the proposed project. It is assumed that the project will use the
entire 100-foot wide by 900-foot long corridor that has been permitted to the City.
·The City and the Corps will be working on a design that will provide the following:
o Will be acceptable to the Corps and the City.
o Operation and maintenance cost acceptable to City.
o Feasible for construction (permitable, politically acceptable, physically possible).
o Meets the restoration goals for the project.
MAJOR TASKS
1. Work Breakdown Structure
This project is now managed in the Corps of Engineers “P2” system, an automated scheduling,
resourcing, and budgeting program. Information from P2 is linked into the Corps of Engineers
Financial Management System (CEFMS). The CEFMS will only allow expenditures that have
been scheduled, resourced, budgeted in P2, and have adequate local and Federal funds.
6d. ‐ Utility Systems Division recommends authorizing an increase to the
budget to CAG‐08‐021, with U.S. Army Corps of Engineers, in the amount Page 94 of 105
4
35% Design
The 35% design will include identification of all issues that affect the project footprint and major
design features. Resource agencies and tribes will work with the Contractor, the sponsor, and the
Corps’ PDT to discuss design elements in order to move forward with design. These design
elements will be communicated with necessary stakeholders and permitting agencies. Once
comments have been incorporated and accepted the Contractor will move forward with the 95%
design.
This task will include the following resources provided by Seattle District staff: H&H, Civil,
Soils, Structural, Cost Engineering, and Environmental Resources Section. The primary product
for this phase will be a design including final Cultural Resources Report, final Hazardous and
Toxic Report (completed), final Hydrologic and Hydraulics Report and final Geotechnical
Report, with input from the Corps, the contractor, and the City. These reports will be sent to
necessary permitting agencies.
95% Design
The 95% design will include resolution of all major issues that affect the project footprint and
major design features. Full size drawings and backup calculations of the following: Resolution
of all issues that affect the project footprint and cost estimates, alignment of proposed channel,
channel cross-section details, width of riparian corridor, channel design features, LWD,
spawning gravel size, planting plan, method of stream bank stability, connection detail with the
stream section upstream of the WSDOT culvert across SR-167, culvert design under 55th Street,
and design of a sediment trap if necessary.
Include development of full size plans, specifications, and cost estimate necessary to support the
designed project for construction bid. Incorporate design changes that have occurred because of
comments from the agencies, tribes and public based on our permitting actions. At this phase the
BCOE Review will be done as well as the Independent Government Estimate.
This task will include the following resources: H&H, Civil, Soils, Structural, Cost Engineering,
Environmental, and the City. The Corps and the City will work together to prepare the final Real
Estate Map and preliminary site appraisal. This will be the design that will be submitted to the
DQC Team and the City of Renton for review. The 95% design will also be reviewed under
Agency Technical Review (ATR) per EC 1165-2-209. ATR review of the design will occur
concurrently with PDT review.
100% Design
This design will incorporate the comments from the DQC and the City of Renton and, when
complete, will be ready with a specification package to go out to bid. This phase will include
final design plans, specifications, and MII cost estimate.
Project Partnership Agreement (PPA)
The PPA will be drafted once the cost estimate for the 95% design is complete. The PPA will be
routed through the Sponsor and then signed by the Corps’ District Engineer for approval. The
6d. ‐ Utility Systems Division recommends authorizing an increase to the
budget to CAG‐08‐021, with U.S. Army Corps of Engineers, in the amount Page 95 of 105
5
PPA will include total construction cost and well as real estate values.
2. Environmental Permitting
The Corps is seeking a Nationwide 27 permit for section 401 of the Clean Water Act compliance
which will reduce the amount of environmental coordination. Other environmental documents
and permits will include an Environmental Assessment, Coastal Zone Consistency determination,
a 404(b)1 permit, and section 7 ESA consultation. A Stormwater Pollution Prevention Plan
(SWPPP) will be written and a NPDES permit (section 402 of the Clean Water Act) will be
obtained by the contractor.
The City will be the lead agency applying for and obtaining the following permits: fill and grade
HPA, and SEPA applications.
This task will include the following resources: Environmental Biologist, Archeologist, City staff
and input from the rest of the design team.
The EA/FONSI will undergo ATR (per EC 1165-2-209) concurrently with public review.
3. Cultural Resources
The project constitutes a Federal Undertaking as defined in Section 106 of the National Historic
Preservation Act of 1966 (NHPA). Accordingly, the Corps is obligated to take into account the
effects of the project on cultural resources as mandated by the Protection of Historic Properties
regulations (36 CFR Part 800). A preliminary cultural resources assessment of the project
footprint has been performed. There are no proposed staging areas or access routes at this time;
therefore, the Area of Potential Effect has been defined as the project footprint as described
during the site visit on 30 June 2009. The assessment consisted of a pedestrian survey and
subsurface testing. No archaeological materials were encountered. Consequently, we have
determined that the project will result in a determination of No Historic Properties Affected and
will not require and additional archaeological field work or archaeological monitoring of
construction activities. This determination would no longer be valid should the project design
change or any work that would not occur but for the stream restoration project (staging and/or
borrow areas and access routes e.g.) be proposed.
To meet compliance with Section 106 of the National Historic Preservation Act, the Corps must
request concurrence with our determination from the State Historic Preservation Officer and
conduct Government-Government consultations with any Affected Tribe(s). The Department of
Archaeology and Historic Preservation requires a report meeting their Cultural Resource
Reporting Standards and copies of our consultation correspondence with the Affected Tribe(s)
upon our request for concurrence with a determination of No Historic Properties Affected.
Corps’ archaeologist will conduct Government-Government consultations and prepare
correspondence with DAHP. This work can be performed once the project is at 95% design.
The consultation period is a minimum of thirty days per 36 CFR Part 800.00, but can take much
longer if there are comments or concerns from the DAHP or the Affected Tribe(s) which need to
be addressed.
4. Real Estate Coordination
Real Estate Coordination for Design Phase includes coordination with Project Manager, the City,
6d. ‐ Utility Systems Division recommends authorizing an increase to the
budget to CAG‐08‐021, with U.S. Army Corps of Engineers, in the amount Page 96 of 105
6
and others to identify lands, easements, rights-of-way, relocations and disposal sites (LERRD)
required to support project construction, operation and maintenance; to develop a LERRD
certification map identifying the areas and property interests required for the project; to identify
utility and facility relocations, and provide the Office of Counsel real estate attorney with the
supporting documentation necessary to develop legal opinions of compensability; and to provide
guidance to the City regarding the LERRD certifications and LERRD crediting processes.
This task will include the following resources: Realty Specialist, Program Manager, Office of
Counsel Property Attorney, Review Appraiser and the City of Renton.
5. H&H
H&H work will be completed by an A-E firm. The Corps is responsible for providing hydraulic
information for hydraulic analysis. An A-E firm will be responsible for the design of the culvert
replacement. The A-E will be responsible for the headwall design associated with the culvert.
The A-E will also be responsible for all analyses related to the channel alignment.
This task will include the following resources: Hydraulic Engineer and Structural.
6. PPA Coordination
Coordination is with the local sponsor to develop and get approval of PPA, including any
necessary deviations, leading to signature of the PPA.
This task will include the following resources: realty specialist, real estate program manager,
Office of Counsel, Project Manager, Plan Formulator and the City of Renton.
SCHEDULE
1. Plans and Specifications Phase Milestones (Figure 1)
Schedule Actual Completion Date
Renton/Corps Signs DA *February 2008 February 2008
Contractor NTP October 2009 October 2009
Initiate Design Phase October 2009 October 2009
35% Conceptual Design November 2009 November 2009
95% Design March 2010
Sign PPA August 2010
LERRD Certification July 2010
Construction Contract Awarded September 2010
* Assumes model Project Partnership Agreement acceptable.
PROJECT COSTS
1. PED Costs
The scope of work described in this PMP for Pre-construction Engineering and Design (PED) is
currently cost-shared 75% Federal, 25% Non-Federal. The Non-Federal match for this phase can
only be provided in non-federal cash. In FY2010 the Corps received $180,000.00 in stimulus
money for the Design of the project. The original cost estimate for the project was estimated
6d. ‐ Utility Systems Division recommends authorizing an increase to the
budget to CAG‐08‐021, with U.S. Army Corps of Engineers, in the amount Page 97 of 105
7
from the Green Duwamish Feasibility Report in 2000. The total design cost was estimated at
$382,600.00. The Non-Federal share was $95,650 with the Federal share totaling $286,950.
With this amount, the Corps has been able to complete survey work, Haztox, and the award of
the design contract with Anchor. Total design costs are projected to be $581,194.52. An
additional $198,594.52 (above the Design Agreement amount) is estimated to complete the
design and necessary permits for construction. An additional $49,648.63 is requested from the
Non-Federal Sponsor. An additional $148,945.89 will be the Federal share to complete the
project. The totals are shown in Figure 2.
2. Construction Costs
The sponsor will be responsible for providing 35% of the construction costs at the time of
signing the PPA, through cash and the Appraised Value of LERRD areas.
Based on other similar stream restoration projects, construction costs were estimated at $800,000.
Cost estimates will be prepared at the 35%, 95%, and final design levels to ensure that accurate
costs will be reflected in the PPA.
The cost estimate at the 35% design point is $905,015.
The Pre-Engineering Design (PED) costs shown in Figure 2 are broken up by 35% Design, 65%
Design, and Final Design effort. The costs of the project are subject to change. More accurate
estimates can be determined as the project progresses. When the Design Agreement (DA) was
signed, the Corps estimated the cost of the design to be $382,600.00. This estimate was based
off of the Green/Duwamish Feasibility Report completed in October of 2000. The estimate did
not show a true estimate of current design costs needed to complete the project. The total design
is reflected to cost $581,194.52. This amount will be cost-shared 25% Non-Federal and 75%
Federal.
6d. ‐ Utility Systems Division recommends authorizing an increase to the
budget to CAG‐08‐021, with U.S. Army Corps of Engineers, in the amount Page 98 of 105
8
6d. ‐ Utility Systems Division recommends authorizing an increase to the
budget to CAG‐08‐021, with U.S. Army Corps of Engineers, in the amount Page 99 of 105
9
QUALITY CONTROL
1. Purpose
The technical review process for this study will be in accordance with ER 1110-1-12
“Engineering and Design Quality Management”. To ensure a quality product, all action
will be documented in the PMP, including decisions, rejection or acceptance of
alternatives, etc. This QC Plan defines the responsibilities and roles of each member on
the project and the District Quality Control (DQC) team. The products to be reviewed by
the DQC team are the design submittals, the EA, and supporting appendices. Under
current procedures, DQC is a district function along with a legal sufficiency and policy
compliance review. DQC will be conducted for all decision documents and will be
independent of the technical production of the product/project.
2. QC Objectives
The DQC will ensure and confirm that:
·The documents are consistent with established criteria, procedures and policy;
·Assumptions that are clearly justified have been utilized in accordance with
established guidance and policy, with any deviations clearly identified and
properly approved;
·The concepts, features, analytical methods, analyses, and details are appropriate,
fully coordinated, and correct;
·The problems/issues are properly defined and scoped; and
·The conclusions and recommendations are reasonable.
3. Quality Control Process
3.1 Technical Coordination
Generally, product development shall be performed in accordance with established
criteria and guidance and with policy. Meetings with the appropriate DQC team members
during the planning process will be held at key decision-making points. Meetings will
also be held to discuss and resolve technical and/or policy issues that may arise during the
course of product development. Technical issues and concerns raised during the DQC
process will be documented, as will the resolution of these issues and concerns.
Telephone and personal contacts with appropriate DQC team members will be used to
informally discuss study issues throughout the process.
3.2 Product Quality Control
Product Quality Control is the DQC of a completed product. The Corps’ Project Manager
will provide completed documents to the review team leader who will distribute them to
the DQC team members for review. During the review, DQC team meetings will be
scheduled as required to ensure that all components have been coordinated, there is
consistency throughout the document, and there is a consensus on proposed revisions.
Any issues on which a review team position cannot be reached will be referred through
the Project Manager to the District Functional Chief for resolution. The DQC team leader
will record the significant team comments in a written review memorandum that will be
provided to the Project Manager for appropriate action. Comments that cannot be
resolved between reviewers and the project team will be taken by the DQC team leader
and Project Manager to the appropriate Functional Chief for final disposition. If
6d. ‐ Utility Systems Division recommends authorizing an increase to the
budget to CAG‐08‐021, with U.S. Army Corps of Engineers, in the amount Page 100 of 105
10
resolution is not possible, the assistance of Northwest Division and HQUSACE will be
requested, as needed.
ACQUISITION PLAN
At this point in the project, all work has been performed by the Corps Team and its
contractor. Design work through plans and specs will be contracted by the Seattle
District. Construction will be completed by contract through the Corps Construction
Division.
RISK MANAGEMENT
1. Cost
Estimated total construction costs are approximately $800,000, including construction
and LERRD. This estimate is based on other similar stream restoration projects that have
been recently completed. Cost estimates will be prepared and technically reviewed at the
35% and final design levels. This will also ensure early sponsor notification of
construction costs.
2. Project Benefits
Because the benefits evaluation and cost analysis was completed in feasibility phase, any
major changes to the design in PED may need to undergo cost effectiveness analysis.
The risk is that the benefits will change due to design changes in the PED phase. The
design team will insure the primary objectives of the project are being met throughout the
PED phase.
3. Special Conditions
The restoration project will be a modification of a badly degraded stream in the City of
Renton. Access, aesthetics, water quality and safety will be key issues to be factored into
the Corps’ restoration design in PED phase. The City of Renton’s Project Manager will
be included in all design meetings.
4. Scope Changes
All scope changes in PED phase (the Design Agreement) will be coordinated through the
change management process for a decision. Changes in scope in the construction will be
evaluated for their affect on the PED phase work. Additional scope elements must be
approved thru the change management process.
5. HTRW
The majority of the hazardous, toxic and radiological wastes (HTRW) investigation will
be completed in the 10% design phase and final report on file prior to signing the PPA.
There is a potential for hazardous and toxic wastes in the project area. If any are found,
the entire area necessary for the project must be remediated at the expense of the local
sponsor, prior to the land certification. This analysis is complete.
6. Cultural Resources
The preliminary cultural resources investigation is complete, and no issues were
identified. Should an issue arise during construction phase, the cultural resources will be
re-evaluated.
6d. ‐ Utility Systems Division recommends authorizing an increase to the
budget to CAG‐08‐021, with U.S. Army Corps of Engineers, in the amount Page 101 of 105
11
CHANGE MANAGEMENT
The decision-making processes for the project will be dependent upon the various issues.
The Corps and Non-Federal Sponsor will make decisions in coordination with their
management/supervisory chains. If difficult issues come into play additional
management will become involved to develop solutions for the issue. The following will
be members of the management team:
Corps
Beth Coffey Chief, Civil Projects Branch
Evan Lewis Interim Chief, Environmental Resources Section
Dennis Fischer Chief, Design Branch
Sponsor
City of Renton Allen Quynn, Project Manager, Surface Water Utility
City of Renton Ron Straka, Supervisor, Surface Water Utility
COMMUNICATION PLAN
1. Corps Design Team
The Corps/the of City of Renton Design team will meet on a regular basis to discuss
design progress and resolve product development issues.
2. Sponsor
The communication with the Non-Federal Sponsor will occur on an as-needed basis to
ensure that the Non-Federal Sponsor is informed of all pertinent project decisions.
Periodic meetings between the Corps and the Non-Federal Sponsor management will
facilitate project oversight.
3. Agencies and Stakeholders
Communication with agencies and stakeholders will occur through the Technical
Committee, public notices as required for NEPA coordination, and other outreach
channels.
4. Public Webpage
A project website will be developed. The webpage will be used as a communication and
public outreach tool. Documents such as the PMP and Design Reports will be posted on
the webpage.
CLOSEOUT PLAN
Throughout the project, expenditures will be monitored in CEFMS to ensure
Federal/Non-Federal contributions and expenditures are in balance. In addition, accounts
in CEFMS will be de-obligated as needed as the project progresses. This will ensure a
timely and smooth closeout procedure for the project. A lessons-learned report will be
completed in “Dr. Checks”, which is the system used for the technical review comments.
6d. ‐ Utility Systems Division recommends authorizing an increase to the
budget to CAG‐08‐021, with U.S. Army Corps of Engineers, in the amount Page 102 of 105
CITY OF RENTON, WASHINGTON
RESOLUTION NO.
A RESOLUTION OF THE CITY OF RENTON, WASHINGTON, AUTHORIZING THE
CITY OF RENTON TO IMPOSE A SALES AND USE TAX AS AUTHORIZED BY RCW
82.14.415 AS A CREDIT AGAINST STATE SALES AND USE TAX, RELATING TO
ANNEXATIONS.
WHEREAS, state law authorizes the reallocation of the sales tax already collected by the
state to be remitted to the City to assist with funding the costs of certain newly annexed areas;
and
WHEREAS, in accordance with Chapter 35A.14 RCW, the City Council of the City of
Renton, Washington, called for a special election to be held, at which election the question of
annexation was presented to the voters of the Benson Hill Communities Annexation Area; and
WHEREAS, the notice of intention to annex was filed with the King County Boundary
Review Board and subsequently approved; and
WHEREAS, in accordance with Chapter 35A.14 RCW the annexation was put to a vote of
the people in the annexation area; and
WHEREAS, the King County Records, Elections and Licensing Services Division certified
that the annexation had been approved by voters; and
WHEREAS, following a favorable vote on the annexation proposition, the City Council of
the City of Renton, Washington, adopted its Ordinance annexing said Benson Hill Communities
Annexation Area, an annexation area that has a population of at least ten thousand (10,000)
people; and
8a. ‐ Sales and Use Tax Revisions for Annexation Funding (See 7.b.)
Page 103 of 105
RESOLUTION NO.
WHEREAS, the City Council of the City of Renton, Washington, finds and determines
that the projected true and actual costs to provide municipal services to the annexation area
exceeds the projected true and actual general revenue that the City would receive from the
annexation area by Two Million Five Hundred Thousand dollars ($2,500,000) for the state fiscal
year starting July 1, 2010 through June 30, 2011; and
WHEREAS, pursuant to RCW 82.14.415, the City is authorized, under the circumstances
of this annexation, to impose a sales and use tax as authorized with that tax being a credit
against the state tax;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, DOES
RESOLVE AS FOLLOWS:
SECTION I. The above recitals are found to be true and correct in all respects.
SECTION II. Purpose. The City Council of the City of Renton, Washington, does
hereby determine the City's projected net costs in providing municipal services to the Benson
Hill Communities Annexation Area are in the amount of Two Million Five Hundred Thousand
Dollars ($2,500,000) and that a tax rate of One-tenth percent (0.1%) shall be imposed to assist
the City in providing municipal services to the area.
SECTION III. Implementation. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directions of this Resolution.
SECTION IV. Effective Date. This Resolution shall take effect and be in full force upon
passage and signatures hereon.
8a. ‐ Sales and Use Tax Revisions for Annexation Funding (See 7.b.)
Page 104 of 105
RESOLUTION NO.
PASSED BY THE CITY COUNCIL this day of , 2010.
Bonnie I. Walton, City Clerk
APPROVED BY THE MAYOR this day of , 2010.
Approved as to form:
Lawrence J. Warren, City Attorney
RES:1441:2/2/10:scr
Denis Law, Mayor
8a. ‐ Sales and Use Tax Revisions for Annexation Funding (See 7.b.)
Page 105 of 105