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HomeMy WebLinkAboutO-0967 - Bond issue (Special)·, , •~~.j j.~••, i,...)"'"'~.I ..\.",~,'".~, C~""::,..:~.I,. r!.I, CITY OF MARYSVILLE,WASHINGTON ORDINANCE NO.9"7 AN ORDINANCE providing for the issuance of $2,307,000 par value of "Water and Sewer Revenue Refunding Bonds,1977,"for the purpose of obtaining a part of the funds with which to refund,pay and retire the outstanding "Water and Sewer Revenue Bonds,1969,Issue No.2,lt and "Water and Sewer Revenue Bonds,1975,"of the City;fixing the date, form,denominations,maturities,interest rates, terms and covenants of such refunding bonds; creating a special fund to provide for the refunding operation;creating a special bond redemption fund to provide for the payment of the refunding bonds and any future paz Lt.ycbond s r providing for and authorizing the purchase of ..certain obligations out of the proceeds of the sale of such refunding bonds and other money,of the City and for the use and application of the money to be derived from such investment;providing for the payment and redemption of the outstanding bonds to be refunded;authorizing the execution of'an agreement with Rainier National Bank as··Refunding Trustee;and confirming the sale and providing for the delivery of the refunding bonds to Foster &Marshall Inc.and Terry Thompson &Co., jointly,of Seattle,Washington. WHEREAS ,the Ci ty.·,of Marysville,Washigton"(hereinafter ~ ) called the "City"),by Ordinance No.384 passed the 14th day of July,1952,specified and adopted a system or plan o~additions to and betterments and extensions of the waterworks utility of the City,and authorized the issuance and sale of not to exceed $280,000 par value of "Water Revenue Donds,1952,"of which $134,000 par value thereof were heretofore issued as "Series A,"$100,000 par value thereof as "Series B,"and $46,000 par value thereof as "Series C,"and all of said Series A and Series C Bonds have now matured and been paid;and ".,' ",,.~..../•,) '••1 WHEREAS,by Section 19 of said Ordinance No.384,the City reserved the right to issue additional water revenue bonds or water and sewer revenue bonds in the event that the City should thereafter provide by ordinance for the construction of a system of sewerage or additions,extensions and betterments to an existing system and provide that the system,of sewerage,including all additions,extensions and betterments thereto,shall become a part of the waterworks utility of the City,which bonds shall constitute a charge and lien upon the revenues of the waterworks utility of the City,including the sewerage system if the same is made a part of the waterworks utility of the City,on a parity with the said "Water Revenue Bonds,1952";provided,.certain conditions shall be met and complied with at the time of the issuance of such additional bonds;and WHEREAS,the City-,by Ordinance No.385 passed September 2, 1952,combined the sewerage system of the City with all additions and improvements thereto with the waterworks utility of the City, and the sewerage system at all times since has been considered a part of and belonging to the waterworks utility of the City,and the words "Waterworks utility-of the City"shall hereinafter mean the combined sewerage system and water system of the City,together wi-th all additions thereto and betterments and extensions thereof hereafter made;and WHEREAS ,the Ci ty,,,-subsequently issued and sold and there are presently outstanding bonds of the .following issues in addition to the "Water Revenue Bonds,1952,Series B": -2- ." ~,) • J Water and Sewer Revenue Bonds,1955" Water and Sewer Revenue Bonds,1959" Water and Sewer Revenue Bonds,1963" Water and Sewer Revenue Bonds,1965" Water and Sewer Revenue Bonds,1967" Water and Sewer Revenue Bonds,1969" Water and Sewer Revenue Bonds,1969,Issue No.2" (hereinafter called the "1969 Bonds,Issue No.2") all of which bonds having been issued on a parity of lien with the outstanding "Water Revenue Bonds,1952,Series B,"and with each other;and WHEREAS,the City thereafter issued and sold pursuant to Ordinance No.873 passed September 22,1975,and there are presently outstanding $1,090,000 par value of "Water and Sewer Revenue Bonds, 1975"(hereinafter called the "1975.Bonds"),which 1975 Bonds constitute a charge and lien upon the revenues of the Waterworks Utility of the Ci ty.-junior ·to the prior charge and lien upon such revenues for all of the prior lien bonds referred to above but a first charge and lien upon assessments collected within utility Local Improvement Districts Nos.1,2,.3 and 4 created in connection with and pledged to the payment of such 1975 Bonds;and WHEREAS,there are presently outstanding $1,130,000 par value of 1969 Bonds,Issue No.2,which mature serially on January 1 in each of the years 1978 through 1998,.all of which 1969 Bonds, Issue No.2,bear interest at the rate of 6-1/2%per annum,and as provided in Ordinance No.668 and in the 1969 Bonds,Issue No.2, the City reserved the right to redeem the 1969 Bonds,Issue No.2, maturing on or after January 1,1980,as a whole,or in part in inverse numerical order,on any interest payment date as set forth -3- ~. ;.'." ',,1 below at the following prices (expressed as percentages of par value)plus accrued interest to date of redemption: Redemption Dates Redemption Price,'- On July 1,1979,or January 1,1980 105% On July 1,1980,or January 1,1981 104% On July 1,1981,or January 1,1982 103% On July 1,1982,or January 1,1983 102% On July 1,1983,or January 1,,1984 101% On July 1,1984,and thereafter 100%(Par) and WHEREAS,there are presently outstanding $1,090,000 par value of 1975 Bonds which mature serially on January 1 in each of the years 1978 through 1995 with a term bond maturity on January 1, 1996,which 1975 Bonds bear interest at various rates from 7.50% per annum to 8%per annum,and as provided in Ordinance No.873 and in the 1975 Bonds,,the City,··,reserved the right and option to redeem Term Bonds numbered'175 to 224,"inclusive,,maturing on January 1, 1996,at par plus accrued interest to date fixed for such redemption in accordance with the following schedule: Bond Numbers (Inclusive)AmOunts Call Dates 220 to 224 $25,000 January 1,1977 (which bonds were not called on such date) 215 to 219 25,000 January 1,1978 210 to 214 25,000 January 1,1979 205 to 209 25,000 January 1,1980 200 to 204 25,000 January 1,1981 195 to 199 25,000 January 1,1982 190 to 194 25,000 January 1,1983 185 to 189 25,000 January 1,1984 180 to 184 25,000 January 1,1985 175 to 179 25,000 January 1,1986 -4- . I <-I, :. and the City further reserved the right to redeem 1975 Bonds numbered 75 to 174,inclusive,maturing January 1,1986,to January 1,1995,inclusive,prior to their stated maturity dates as a whole, or in part in inverse numerical order,on January 1,1986,or on any semiannual interest payment date thereafter at par plus accrued interest to the date fixed for such redemption;provided,that all Term Bonds as defined in Ordinance No.873 shall have first been paid and redeemed;and WHEREAS,after due consideration it appears to the City Council that (a)all of the outstanding 1969 Bonds,Issue No.2, may be refunded.by providing funds for the payment of the principal of and interest on such 1969·Bonds,Issue No.2,as the same become due up to and including January,·1,1997,and for the call,payment and retirement of all remaining outstanding 1969 Bonds,Issue No.2, on January 1,1997,.and (b)all of the outstanding 1975 Bonds may be refunded by providing funds for the payment of (i)the principal of and interest on such 1975 Bonds numbered 7 to 174,inclusive,being the Serial Bonds,as the same shall become due up through January 1, 1986,at which time 1975 Bonds numbered 85 to 174,inclusive,will be called,paid and retired,(ii)the principal of and interest on 1975 Bonds numbered 215 to 224,inclusive,on January 1,1978,the holders thereof having consented to surrender such bonds for payment and retirement on such date and (iii)the interest on 1975 Bonds numbered 175 to 214,inclusive,being Term Bonds,as the same becomes due up through their respective call dates,and the principal of such Term Bonds as the same shall be called,paid and retired in -5- ,•Il\,! ;... accordance with the call provisions applicable thereto as set forth above and as provided in Ordinance No.873 and in such Term Bonds, so that a saving will be effected by the difference between the principal and interest costs over the life of the refunding bonds and the principal and interest costs over the life of such out- standing 1969 Bonds,Issue No.2,and 1975 Bonds;and WHEREAS,in order to effect such refunding in the manner that will be most advantageous to the City,its water,and sewer ratepayers and its taxpayers,it is hereby'"found necessary and advisable that certain "Acquired Obligations"(hereinafter identified)bearing interest and maturing at such time or times as necessary to accomplish the refunding as aforesaid be purchased out of the proceeds of the sale of the refunding bonds herein authorized (hereinafter called the "Refunding Bonds")and other money of the City legally available therefor;NOW,THEREFORE, THE CITY COUNCIL OF THE CITY OF MARYSVILLE,WASHINGTON,DO ORDAIN,as follows: Section 1.Definitions.As used in this ordinance,the following words shall have the following meanings: (a)"Bond Fund"shall mean that special fund of the City known as the "Water and Sewer Revenue Refunding Bond Fund,1977," created by this ordinance for the payment of the principal of and interest on the Refunding Bonds and Future Parity Bonds. (b)"1969 Bonds,Issue No.2,n"sha11 mean the outstanding "Water and Sewer Revenue Bonds,1969,Issue No.2,"to be refunded as provided in this ordinance. -6- '•.I ) . I (c)"1975 Bonds"shall mean the outstanding "Water Revenue Bonds,1975,"to be refunded as provided in this ordinance. (d)"City"shall mean the City of Marysville,Washington. (e)"Future Parity Bonds"shall mean any and all water and sewer revenue bonds of the City issued after the date of the issuance of the Refunding Bonds,the payment of the principal of and interest on which constitutes a charge and lien on the Revenue of the Waterworks Utility of the City and ULID Assessments equal ~n rank with the charge and lien upon such Revenue and Assessments required to be paid into the Bond Fund to pay and secure the payment of the principal of and interest on the Refunding Bonds. (f)"Operating and Maintenance Expenses"shall mean all reasonable expenses incurred by.·.~the City.in causing the Waterworks Utility of the City to be operated and maintained in good repair, working order and condition,but shall.not include any depreciation or taxes levied or imposed by ··the City. (g)"Outstanding Bonds"shall hereinafter sometimes mean collectively the 1969 Bonds,Issue No.2,and the 1975 Bonds. (h)"Principal and Interest Account"shall mean the account of that name created in the Bond Fund for the payment of the principal of and interest on the Refunding Bonds and Future Parity Bonds. (i)"Prior Lien Bonds"shall mean the outstanding "Water Revenue Bonds,1952,Series B,""Water and Sewer Revenue Bonds, 1955,""Water and Sewer Revenue Bonds,1959,""Water and Sewer Revenue Bonds,1963,""Water and Sewer Revenue Bonds,1965," "Water and Sewer Revenue Bonds,1967,"and "Water and Sewer Revenue Bonds,1969." -7- •\;r •, (j)"Refunding Bonds"shall mean the $2,307,000 par , value of "Water and Sewer Revenue Refunding Bonds,1977,"of the City authorized by and to be issued for the purposes provided in and pursuant to this ordinance. (k)"Reserve Account"shall mean the account of that name created in the Bond Fund for the purpose of securing the payment of the principal of and interest.on the Refunding Bonds and Future Parity Bonds. (1)"Revenue of the Waterworks utility of the City" shall mean all the earnings and revenue received by the Waterworks utility of the City from any source whatsoever,except general taxes,ULlD Assessments,proceeds from the sale of City property, and bond proceeds. (m)"Term Bond Maturity Year"shall mean any calendar year in which the bonds-of anyone issue or series now or hereafter scheduled to mature (regardless of any reservation of prior redemption rights)is more than 1.25 times the average annual principal maturity of the bonds of such issue or series for the three maturity years immediately preceding such year. (n)"Term Bonds"shall mean those outstanding bonds of any single issue or series scheduled to mature in any Term Bond Maturity Year. (0)"ULlO"shall mean utility local improvement district. (p)"ULlO Assessments"shall mean the assessments levied in such ULlOs of the City~as may have heretofore been created and as may hereafter be created under state law which may authorize the creation of the same and shall include installments thereof and -8- ,.., interest and any penalties thereon pledged to be paid into the Bond Fund. (q)"Waterworks utility of the City"shall mean the waterworks utility of the City,including the sewerage system as a part thereof,and all additions thereto and betterments and extensions thereof at any time made. Section 2.provision for Tssuanceof Refunding Bonds. For the purpose of providing.a part of the money required:(a)to pay the principal of and interest on the 1969 Bonds,Issue No.2,as the same become due up t.o vand including January 1,1997,and to call,.pay and retire all remaining outstanding 1969 Bonds,.Issue No.2,on January 1,1997,and tb)to pay ti)the principal of and interest on the 1975 Bonds numbered 7 to 174,.inclusive,being the Serial Bonds,as the same shall become due up through January 1, 1986,at which time 1975 B,Onds numbered 85 to 174,inclusive,will be called,paid and retired,Cii)the principal of,2%premium and interest on 1975 Bonds numbered 215 to 224,inclusive,on January 1, 1978,.the holders thereof having consented to surrender such bonds for payment and retirement on such date".and (iii)the interest on 1975 Bonds numbered 175 to 214,inclusive,being Term Bonds,as the same become due up through their respective call dates,and the principal of such Term Bonds as the same shall be called,paid and retired in accordance with the call provisions applicable thereto as set forth above and as provided in Ordinance No.873 and in such Term Bonds,the City shall issue the Refunding Bonds in the aggregate principal amount of $2,307,000. -9- '.' t, I l,, The Refunding Bonds shall be designated "Water and Sewer Revenue Refunding Bonds,1977"(herein defined as the "Refunding Bonds");shall be in the denomination of $5,000 each,except for Refunding Bond No.1 which shall be in the denomination of $2,000; shall be dated December 1,1977;shall bear interest payable on July 1,1978,and semiannually thereafter on the first day of January and July of each year,interest to maturity to be evidenced by coupons to be attached to the Refunding Bonds with full obligation on the part of the City to pay interest at the Refunding Bond rate or rates from and after the Refunding Bond maturity dates until the Refunding Bonds with interest are paid in full.Both principal of and interest on the Refunding Bonds shall be payable in lawful money of the United States of America at the office of the Treasurer of the City or,at the option of the holders thereof,at either fiscal agency of the State of Washington in the cities of Seattle, Washington,or New York,New York.The Refunding Bonds shall be payable solely from the Bond Fund and shall be a valid claim of the holders thereof only as against the Bond Fund and the fixed amount of the Revenue of the Waterworks utility of the City and ULID Assessments (including assessments in ULID's Nos.1,2,3' and 4 heretofore created)pledged to such fund and shall not be a general obligation of the City.The Refunding Bonds shall be numbered,bear interest and mature in accordance with the following schedule: -10- I ••''., \I I I.. Bond Numbers Interest (Inclusive)Amounts Rates Maturities 1 to 16 s 77,000 4.40%January 1,1979 17 to 32 80,000 4.70%January 1,1980 33 to 49 85,000 5.00%January 1,1981 50 to 67 90,000 5.20%..J January 1,1982 68 to 86 95,000 5.40%January 1,1983 87 to 105 95,000 5.60%January 1,1984 106 to 125 100,000 5.70%January 1,1985 126 to 146 105,000 5.80%January 1,1986 147 to 167 105,000 5.90%January 1,1987 168 to 189 110,000 6.00%January 1,1988 190 to 210 105,000 6.00%January 1,1989 211 to 232 110,000 .6.00%January 1,1990 233 to 255 115,000 6.00%January 1,1991 256 to 278 115,000 6.00%January 1,1992 279 to 302 120,000 6.00%January 1,1993 303 to 328 130,000 6.00%January 1,1994 329,to 354 130,000 6.00%January 1,1995 355 to 421 335,000 6.10%January 1,1996 422 to 438 85,000 6.10%January 1,1997 439 to 462 120,000 '6.10%January 1,1998 Section 3.Opt'ion 'fox P:rio'r Redemption.Refunding Bonds numbered 1 to 189,inclusive,.matur i nq January 1,1979, through January 1,1988,are issued without the right of the City to redeem the same prior to their respective maturity dates. The City reserves,the right to redeem Refunding Bonds numbered 190 to 462,inclusive,maturing January 1,1989,through January 1,1998,as a whole,or in part in inverse numerical order, from money derived from any source,at the following times and prices if redeemed on the following dates,plus accrued interest to date of redemption in each case: -11- ·' " f. " I.\,. On January 1,1988 103% On July 1,1988 102-1/2% On January 1,1989 102% On July 1,1989 101-1/2% On January 1,1990 101% On July 1,1990 100-1/2% On January 1,1991,and any interest payment.date thereafter 100%(Par) Notice of any call for the redemption of any of the Refunding Bonds prior to their respective maturity dates shall be published once in the official newspaper of the City not less than 30 nor more than 45 days prior to the interest coupon due date on which the Refunding Bonds would be redeemed.Notice of such call for redemption shall al~o be mailed.to·Foster &Marshall Inc.and Terry Thompson & Co.at their principal places of business in Seattle,Washington,or their successors,not less than 30nol;"more than 45 days prior to the interest coupon due date upon which the Refunding Bonds would be redeemed.In addition,such redemption notices shall also be mailed to Moody's Investors Service,.Inc.,and Standard &Poor's Corporation at their offices in New York,New York,but such notices shall not be a condition precedent to any such redemption.Interest on any Refunding Bonds so called for redemption shall cease on the date fixed for such redemption upon payment of the call price into the Bond Fund. The City further reserves the right to purchase any or all of the Refunding Bonds in the open market at any time at a price not in excess of the call price applicable at the next succeeding call date. .,.12- " \'," 1,,i II I I I ' Section 4.Establishment 'of Bond Fund and Refunding Operation.There is hereby created and established in the office of the Treasurer of the City a special fund to be known and designated as the "Water and Sewer Revenue Refunding Bond Fund, 1977"(herein defined as the "Bond Fund"),wh Lch fund is to be drawn upon for the sole purpose of paying the principal of and interest on the Refunding Bonds and any Future parity Bonds from and after the date thereof.Such fund is hereby divided into two accounts,namely,a Principal and I.nterest Account and a Reserve 'Account.There is hereby~also created and established in the office of the Treasurer of the City an additional fund to be known and designated as the "1977 ',Refunding Fund."Immediately upon receipt of payment in full for the Refunding :sonds,the accrued interest received,if any,,shall be deposited in the Principal and Interest Account in the Bond Fund.The principal proceeds received shall be deposited in the "1977.,Refunding Fund"and an amount equal to the accrued interest on the outstanding Bonds from the last interest payment dates of such Outstanding Bonds to the date of delivery of the Refunding Bonds to the purchasers thereof,and an amount of principal,being a total of $133,832.99, shall be transferred from the principal and interest accounts in the respective bond funds for the Outstanding Bonds and deposited in the "1977 Refunding Fund."The money in the "1977 Refunding Fund"shall be used immediately upon the receipt thereof to -13- \." 1.1 I., discharge the obligations of the City under Ordinance No.668 passed June 9,1969,authorizing the issuance of the 1969 Bonds, Issue No.2,and Ordinance No.873 passed September 22,1975, authorizing the issuance of the 1975 Bonds,by providing for the payment as hereinafter set forth in this section of the principal of and interest on said Outstanding Bonds.To the extent practicable the City shall discharge such obligations by the purchase of Federal Land Bank Bonds·and United'States Treasury Certificates of Indebtedness,Notes and Bonds -state and local .government series (conunonly referred to as "book entries"[BE]) ("Acquired Obligations")bearing such interest and maturing as to principal and interest in such.amounts and at such times so as to provide the money required Cal to pay the principal of and interest on the 1969 Bonds,.Issue No.2,as the same become due up to and including January 1,1997,and to call,pay and retire all remaining outstanding 1969.,Bonds,Issue No.2 ,on January 1, 1997,and (b)to pay (L)the principal of,2%premium on and interest on the 1975 Bonds numbered 7 to 174,inclusive,being the Serial Bonds,as the same become due up through January 1, 1986,at which time 1975 Bonds numbered 85 to 174,inclusive, will be called,paid and retired,(ii)the principal of and interest on 1975 Bonds numbered 215 to 224,inclusive,on January 1,1978,the holders thereof having consented to surrender such bonds for payment and retirement on such date,and (iii) the interest on 1975 Bonds.numbered 175 to 214,inclusive,being Term Bonds,as the same become due up through their respective -14- ., • r call dates,and the principal of such Term Bonds as the same shall be called,paid and retired in accordance with the call provisions applicable thereto as set forth above and as provided in Ordinance No.873 and in such Term Bonds.Such "Acquired Obligations ll are more particularly described in.the joint proposal of Foster &Marshall Inc.and Terry Thompson &Co.hereinafter referred to and are set forth in Schedule IIA"attached to the Agreement hereinafter referred to and attached hereto as Exhibit II A.II Such IIAcquired obligations"and a beginning cash balance of $185,891.08 from the proceeds of the sale of the Refunding aonds shall be irrevoc~bly deposited with Rainier National Bank, Seattle,Washington (hereinafter called the IIRefunding Trustee ll ) . Any amounts described.in this section which are not provided for in full by the purchase and deposit of the IIAcquired Obligations ll described in this section shall be provided for by the irrevocable deposit of a portion of the proceeds of sale of the Refunding Bonds or other money of the City with the aforesaid Refunding Trustee. The City reserves the right to substitute IIAcquired Obligations ll with higher iIJ.terest rates for the IIAcquired Obligations" to be purchased initially,provided that there shall have been obtained:(I}an independent verification by the Refunding Trustee concerning the adequacy of such substitute IIAcquired Obligations ll held for such purposes to meet the principal,interest and redemption requirements when due on the outstanding Bonds;and C21 an opinion -15- " " .,.. from bond counsel to the City,that such substitution will not cause any Refunding Bond to lose its tax-exempt status pursuant to Section 103(c)of the Internal Revenue Code of 1954,as amended, and the applicable regulations promulgated thereunder. All the money received as principal of or interest on such "Acquired Obligations"shall be held by the Refunding Trustee for the credit of the City for the "1977 Refunding Fund,"shall be held in trust and shall be used for the sole purpose of paying the Outstanding Bonds as aforesaid. Any money remaining in the "1977 ,Refunding Fund"after the payment and retirement in full of the Outstanding Bonds as aforesaid shall be transferred and paid into the Principal and Interest Account in the Bond FUnd.All of such "Acquired Obligations"purchased as a part of the refunding plan are irrevocably dedicated to the purpose set forth in this ordinance, and such investments or the earnings or the proceeds therefrom may be used for no other purpose,nor may any of such investments be liquidated prior to maturity. Sect'ion 5.,'Call 'f'or Re'dempt'ionof Outstanding Bonds. The City hereby calls,for redemption Ca)on January 1,1997,all of the outstanding'1969-·Bonds,Issue No.2,maturing on January 1, 1998,being 1969 Bonds,Issue No.2,nwnbered 226 to 250, Lnc Lus Lve ,at a price of par plus accrued interest to such date of redemption,and lb)the following numbered 1975 Bonds on the following call dates at a price of par plus accrued interest to the respective dates of such redemptions: -16- ,, ",, Bond Numbers (Inclusive)Call Dates 210 to 214 January I,1979 205 to 209 January I,1980 200 to 204 January I,1981 195 to 199 January I,1982 190 to 194 January I,1983 185 to 189 January I,1984 180 to 184 January I,1985 85 to 179 January I,1986 the holder of 1975 Bonds numbered 215 to 220,inclusive,having consented to surrender such bonds for payment and retirement on January I,1978,and such bonds shall be paid and retired on such date.Such calls ,·,for redemption shall be irrevocable after the delivery of the Refunding Bonds to the initial purchasers thereof. The Refunding Trustee,on behalf of the City Treasurer, is hereby authorized and directed to give notice of the redemption of the 1969 Bonds,Issue No~2,in accordance with the provisions of Ordinance No.668 pertaining to the 1969 Bonds,Issue No.2, and in accordance with the provisions of Ordinance No.873 pertaining to the 1975 Bonds. Section 6.Refunding Trustee's Duties and Agreement. The Refunding Trustee is hereby authorized and directed to pay the principal of and interest on the Outstanding Bonds as aforesaid when due from the "Acquired Obligations"and money deposited with the Refunding Trustee pursuant to Section 4 of this ordinance. All "Acquired Obligations"and the money deposited with the Refunding Trustee and any income therefro~shall be held and applied in accordance with the provisions of the applicable bond ordinance pertaining to each issue of the Outstanding Bonds and this ordinance and with the statutes of the State of Washington. -17- '..,' , ", All necessary and proper fees,compensation and expenses of the Refunding Trustee for the Refunding Bonds and all other costs incidental to the setting up of the escrow to accomplish the refunding of the Outstanding Bonds,.including but not limited to an allocable portion of bond counsel's fees chargeable to such escrow (60%)and an escrow .computation fee to Foster &Marshall Inc.and Terry Thompson &Co.,jointly,shall be paid out of the principal proceeds of the Refunding Bonds.The costs relating to the issuance and delivery of the Refunding Bonds,including bond.printing and an allocable portion of bond counsel's fees chargeable to the preparation of the legal proceedings and furnishing an approving legal opinion covering the Refunding Bonds (40%),shall also be paid out of the principal proceeds of the Refunding Bonds.The proper.officers and agents of the City are directed to obtain from the Refunding Trustee an agreement setting forth the duties,obligations and responsibilities of the Refunding Trustee in connection with the redemption and retirement of the Outstanding Bonds as provided herein and stating that such provisions for the payment of the fees,compensation and expenses of such Refunding Trustee are satisfactory to it. In order to carry out the purposes of this ordinance, the Mayor and City Clerk of the City are authorized and directed to execute and deliver to Rainier National Bank,Seattle, washington,an agreement SUbstantially in the form attached hereto marked Exhibit "A"and by this reference thereto made a part of this ordinance. -18- Section 7.Deposits to Bond Fund and Bond Fund Considerations.So long as Refunding Bonds are outstanding against the Bond Fund,the Treasurer of the City shall set aside and pay into the Bond Fund all ULID Assessments hereafter paid and collected in ULIDs Nos.1,2,3 and 4 heretofore created and pledged to the payment of the 1975 Bonds and out of the Revenue of the Waterworks-utility of the City a fixed amount, without regard to any fixed proportion,namely: (a)Into the Principal and Interest Account,at least 20 day svpr Lo.r to each January 1 and July 1 of each year,commencing July 1,1978,at least the sum of $46,000.00 and continuing thereafter until the Refunding Bonds,both principal and interest,are paid in full;and (b)Into the Reserve Account,by transfer from the "Water and Sewer Revenue Bond Fund,1969, Issue No.2,"created for the payment of the 1969 Bonds,Issue No.2,and the "Water and Sewer Revenue Bond Fund,1975,"created for payment of the 1975 Bonds,investments presently in such fund totaling at least $134,500.00,and such addi- tional amounts in substantially equal annual payments so that by no later than December 1,1982,there shall be on deposit in such I~serve Account a total reserve at least equal to the average annual debt service requirements,both principal and interest, of the Refunding Bonds,including the interest and the principal payable in any Term Bond Maturity Year,namely,$183,000.00. The Reserve Account shall be maintained in such total average annual debt service required reserve a~mount,except for withdrawals therefrom as authorized herein,at all times so long as any of the Refunding Bonds is outstanding,PROVIDED,that when the total amount in the Bond Fund shall equal the total amount of principal and interest for all outstanding bonds payable out of the Bond Fund to the last maturity thereof,no further payment -19- ·,... . t • need be made into the Bond Fund,and PROVIDED,FURTHER,that the amount in such Reserve Account may be reduced at any time to an amount not less than the average annual debt service requirements for the Refunding Bonds then outstanding. In the event that there shall be a deficiency in the principal and Interest Account in the Bond Fund to meet maturing installments of either principal or interest,as the case may be, such deficiency shall be made up from the Reserve AccoUnt by the withdrawal of cash therefrom for that purpose.Any deficiency created in the Reserve Account by-reason of any such withdrawal shall then be made up from the money from the Revenue of the Waterworks Utility of the City.::-,and!or ULrD Assessments payable into the Bond Fund first available after making necessary provision for the required payments into the Principal and Interest Account. The money in the Reserve Account~all otherwise be held intact and may be applied against the last outstanding bonds payable out of the Bond Fund. All money in the Bond Fund may be kept on deposit in the official bank depository of the City or in any national bank or may be invested and reinvested in United states Government obligations or any other legal investment redeemable at a fixed price and maturing no later than one month prior to the final maturity date of the last outstanding Refunding Bonds.Interest earned on any such investment or on such bank deposit shall become a part of the Revenue of the Waterworks Utility of the City and need not be deposited in the Bond Fund. -20- .1 I I If the City shall fail to set aside and pay into the Bond Fund the amounts which it has obligated itself by this section to set aside and pay therein,the holder of any Refunding Bond may bring suit against the City to compel it to do so. The City,Council and corporate authorities of the City hereby declare that in fixing the amounts to be paid into the Bond Fund they have considered and had due regard for Operating and Maintenance Expenses of the Waterworks Utility of the City and have not set aside into the Bond Fund a greater amount or proportion of the Revenue of the Waterworks utility of the City than in their judgment will be available over and above the Operating and Maintenance Expenses of the Waterworks Utility of the City and the debt service and reserve requirements for the presently outstanding Prior Lien Bonds. Section'8 •Lien Posi:tionof Refunding Bonds.All ULID As sessments in ULIDs·Nos.1,2,3 and 4 and all Revenue of the Waterworks Utility of the City,.aze hereby pledged to the payments required to be made into the Bond Fund,and the Refunding Bonds shall constitute a ,charge and lien upon such Assessments and Revenue prior and super.Lox .t.o all other charges and liens whatsoever,.exc Lud.i.nq.Operating and Ma:j.ntenance Expenses of such Utility payable out of such Revenue,except that the charge and lien upon such Revenue for the Refunding Bonds shall be junior to the charge and lien upon such Revenue for the outstanding prior Lien Bonds and tihe vout.s t.and Lnq 1969 Bonds,Issue No.2, provision,for the,payment and retirement of which has been made irrevocably through the refunding operation authorized in this -21- I'": ••••I " ordinance,and shall be on a parity with the charge and lien upon such Revenue for any Future Parity Bonds,the charge and lien upon such Revenue and ULID Assessments for the 1975 Bonds being defeased pursuant to the provisions of Section 7 of Ordinance No.873 immediately upon deposit with the Refunding Trustee of the money and "Acquired Obligations"as provided herein. Section 9.Covenants.The City hereby covenants with the owner and holder of each of the Refunding Bonds as follows: (a)All surplus Revenue derived from the operation of the Waterworks Utility of the City after payment of Operating and Maintenance Expenses, payment of principal of and interest on the outstanding Prior Lien Bonds,.the Refunding Bonds and any Future Parity Bonds hereafter issued and required payments into the respective bond redemption funds and reserve accounts therefor shall only be used for the following purposes: (I)For purchasing necessary equipment, mak i.nq necessary repairs or replacements to the Waterworks Utility of the City and for other. necessary capital improvements thereto. (2)For constructing and installing additions and improvements to and extensions of such utility that are economically sound. (3)For redemption of.outstanding bonds prior to their fixed maturities or purchasing the same in the open market for retirement only. (b)It will at all times maintain and keep the Waterworks Utility of the City and all additions and improvements thereto in good repair,working order and condition,and will at all times operate such Utility and the business in connection therewith in an efficient manner and at a reasonable cost. (c)It will establish,maintain and collect such rates and charges for ...wa ce r and ..sanitary sewage disposal service so long as any Refunding Bonds and -22- any Future Parity Bonds are outstanding which will provide amounts annually at least equal to 1.35 times the average annual debt service,including the principal of any Term Bonds,on the Prior Lien Bonds,the Refunding Bonds and any Future Parity Bonds hereafter issued actually paid from such Revenue of the Waterworks utility of the City and not from ULID Assessments after payment of Operating and Maintenance Expenses (herein called the "Coverage Requirement").In determining the amount of debt service subject to coverage,there shall be deducted from the annual principal and interest required to be paid each year an amount equal to the percentage of the debt service for each year on each issue of outstanding Refunding Bonds and any Future Parity Bonds equal to the percentage a~rived at by dividing the original total amount of the ULID Assessments . specifically pledged to the Bond Fund in that issue by the original total principal amount of such issue. To simplify,where ULIDs are involved,only the debt service on that portion of any parity bond issue not covered by ULID Assessments shall be subject to the 35%Coverage Requirement. (d)It will not sell,lease,mortgage or in any manner encumber or dispose of all the property of the Waterworks utility of the City unless provision is made for payment into the Bond Fund of a sum sufficient to pay the principal of and interest on all bonds payable out of the Bond Fund at any time outstanding,and it will not sell,lease,mortgage,or in any manner encumber or dispose of·any part of the property of said Waterworks Utility of the City that is used,useful and material to the operation thereof, unless provision is made for replacement thereof, or for payment into the Bond Fund of the total amount of Revenue received which shall not be less than an amount which shall bear the same ratio to the amount of outstanding bonds payable out of the Bond Fund as the Revenue available for debt service for such outstanding bonds for the twelve months preceding such sale,lease,encumbrance or disposal from the portion of the Utility sold, leased,encumbered or disposed of bears to the Revenue available for debt service for such bonds from the entire utility for the same period.Any such money so paid into the Bond Fund shall be used to retire such outstanding bonds at the earliest possible date. -23- '. (e)It will,while any of the Refunding Bonds remains outstanding,keep proper and separate accounts and records-in which complete and separate entries shall be made of all transactions relating to its Waterworks Utility,and it will furnish any subsequent holder or holders of the Refunding Bonds, if the Refunding Bonds shall be owned by other than a Fund of the City,at the written request of such holder or holders,complete operating and income statements of said Utility in reasonable detail covering any calendar year,showing the financial condition of the water and sewer departments and compliance with the terms and conditions of this ordinance,not more than 120 days after the close of such calendar.year,and it will grant any holder or holders of at'least 25%of the outstanding Refunding Bonds the right at all reasonable times to inspect .the entire Waterworks utility of the City and all records,accounts and data of the City relating thereto.Upon request of any holder of any of said Refunding Bonds,it will also furnish to such holder a copy of the most recently completed audit of the City's.accounts by the State Auditor of Washington or such other audit as is authorized by law in lieu thereof. (f)It will not furnish water or sanitary sewage disposal to any customer whatsoever free of charge and will promptly take legal action to enforce collection of all delinquent accounts. (g)It will carry'the types of insurance on its waterworks Utility properties in the amounts normally carried by private water and sewer companies engaged in the operation of water and sewerage systems,and the cost of such insurance shall be considered a part of Operating and Maintenance Expenses.If,as,and when,the United States of America or some agency thereof shall provide for ~var Risk Insurance,the City further agrees to take out .and maintain such insurance on all or.sucn portions of said Utility on which such War Risk Insurance may be written in an amount or amounts to cover adequately the value thereof. (h)It will pay all Operating and Maintenance Expenses and otherwise meet the obligations of the City as herein set forth. (i)It will not create mlY special fund or funds for the payment of other revenue bonds, -24- ·" warrants or obligations,or authorize or issue any other revenue bonds,warrants or obligations which will rank on a parity with or have any priority over the payments into or the money in the Bond Fund,except that it hereby reserves the right for:.' (I)The purpose of acquiring,constructing and installing additions and improvements to and' exten~ions and betterments of,acquiring necessary equipment for or making necessary replacements of equipment or capital improvements to the waterworks Utility of the City;or (2)The purpose of exchanging -or purchasing and retiring prior to or at their maturity any outstanding water and sewer revenue bonds of the City;. to issue additional and/or refunding water and sewer revenue bonds (herein defined as "Future Parity Bonds")and to make payments into the Bond Fund for the payment of such Future Parity Bonds from the Revenue of the waterworks Utility of the City, together with ULID Assessments collected in any ULID hereafter created in connection with the issuance of such Future Parity Bonds sufficient to pay the principal of and interest on such Future Parity Bonds,Which such payments may fank equally out of·such Revenue of the Waterworks j't!tility of the City...,and ULID.Assessm~nts coll~cted i a,n ULIDs Nos.1,2,3 and 4 .i f the Clty comp.LLes with the following conditions: (1)All payments required by any ordinance of the City pertaining to outstanding water.and sewer revenue bonds of the City shall have been made into the respective bond redemption funds for the payment of such water and sewer revenue bonds and no deficiency exists therein; (2)If one or more ULIDs shall be created in connection with the issuance of such Future parity Bonds,not less than 95%of -t.he total amount of such Future Parity.Bonds·to be so issued shall be assessed against the properties specially benefited in such ULIDs,.and the Assessments paid into the Bond Fund, or,if no ULID is created in connection with the issuance of such Future Parity Bonds,then there shall be on file a certificate from an independent licensed professional engineer experienced in the design,.construction and operation of municipal -25-· utilities showing that in his professional opinion the annual income available for debt service on the Prior Lien Bonds,the Refunding Bonds,any Future Parity Bonds then outstanding and the Future parity Bonds proposed to be issued for each year shall be at least equal to the Coverage Requirement (1.35 times that amount of debt service to be paid from operating Revenue and not Assessments)• (3)The ordinance authorizing any Future Parity Bonds shall require that the Reserve Account be increased within a period of five years after the date of issuance of the Future parity Bonds to an amount equal to the average annual principal and interest requirements on all Future Parity Bonds, including the Refunding Bonds and the proposed Future Parity Bonds ....·to be issued,including in such amount the principal amount of any Term Bonds included in the Future Parity Bonds issue. Nothing contained in this ordinance shall prevent the City from issuing revenue bonds or warrants which are a charge upon the Revenue of the Waterworks utility of the City junior or inferior to the payments required to be made therefrom into the Bond Fund and the Reserve Account therein or from pledging the payment of utility local improve- ment district assessments into the bond redemption fund created for the paYment of the principal of and interest on such junior lien bonds as long as such utility local improvement district asse~sments are levied for improvements constructed from the proceeds of such junior lien bonds. Nothing herein contained shall prevent the City from refunding all or part of the Refunding Bonds in accordance with the provisions of the Refunding Bond Act of the State of Washington (RCW Chapter 39.53)as the same may be amended,and it is hereby expressly provided that any such refunding bonds so issued shall have the same lien upon the Revenue of the Waterworks utility of the City and ULID Assessments as the Refunding Bonds being refunded. The right of the City to issue any additional Prior Lien Bonds in accordance with the provisions -26- ·. ," of Section 19 of Ordinance No.384 is hereby cancelled and terminated. (j)It will not make any use of the proceeds of sale of the Refunding Bonds or any other funds of the City which may be deemed to be proceeds of such Refunding Bonds pursuant to Section 103(c)(2)of the Internal Revenue Code,as amended,and the applicable Regulations thereunder which,if such use had been reasonably expected on the date of delivery of the Refunding Bonds to the initial purchasers ·thereof,would have caused the Refunding Bonds to be "Arbitrage Bonds"within the meaning of said section and said Regulations as of the date of delivery of the Refunding Bonds to the purchasers thereof.' Section 10.De£eas'ance Clause.In the event the City shall issue advance refunding bonds pursuant to the laws of the State of Washington,or have,money available from any other 'lawful source,to pay the principal of and interest on the Refunding Bonds or such portion thereof included in the refunding plan as the same become due and payable and to refund such then outstanding Refunding Bonds and to pay the costs of refunding,and shall have,irrevocably set aside for and pledged to such payment and refunding,money and/or direct obligations of the United States of America or other legal investments sufficient in amount,together with known earned income from the investments thereof,to make such payments and to accomplish the refunding as scheduled (hereinafter called the "trust account")and shall irrevocably make provisions for redemption of such Refunding Bonds,then in that case all right and interest of the owners or hol~ers of the Refunding Bonds to be so retired or refunded and the appurtenant coupons (hereinafter collectively called the "defeased Refunding Bonds")in the -27- ·' covenants of this ordinance,in the RevenueL?f the Waterworks .utility of the City,funds and accounts,including ULID Assessments, obligated to the payment of such Refunding Bonds shall thereafter cease and become void,except such owners and holders shall have the right to receive payment of the principal of and interest on the defeased Refunding Bonds from the trust account and,in the event the funds in the trust account are not available for such payment,shall have the residual right to receive payment of the principal of and interest on the defeased Refunding Bonds froIn the Revenue of the Waterworks Utility of the City and ULID Assessments without any priority,..of lien or charge against that Revenue and Assessments or covenants with respect thereto except to be paid therefrom.After the establishing and full funding of such trust account,the Ci ty-,·may then apply any money in any other fund or account established for the payment or redemption of the defeased Refunding Bonds to any lawful purposes as it shall determine,subject on Ly-vt.o the rights of the holders of any other bonds then outstanding. In the event that the refunding plan provides that the Refunding Bonds being refunded or the refunding bonds to be issued be secured by cash and/or direct obligations of the united States of America or other legal investments pending the prior redemption of those Refunding,Bonds being refunded and if such refunding plan also provides that certain cash and/or direct obligations of the united States of America or·other legal investments are irrevocably pledged for the prior redemption of those Refunding Bonds included in the refunding plan,then only the debt service on the Refunding -28- .'.-,: •z Bonds which are not defeased Refunding Bonds and the refunding bonds,the payment of which is not so secured by the refunding plan,shall be included in the computation of coverage for issuance of Future parity Bonds and the annual computation of coverage for determining compliance with the rate covenants. Section 11.Refunding Bonds Form.The Refunding Bonds shall be in substantially the following form: No. UNITED STATES OF AMERICA STATE OF WASHINGTON CITY OF MARYSVILLE $5,000 WATER AND SEWER REVENUE REFUNDING BOND,1977 The City of Marysville,State of Washington (hereinafter.called'the "City"),for value received promises to pay to bearer on the FIRST DAY OF JANUARY,19_,the principal sum of FIVE THOUSAND DOLLARS together with interest thereon at the rate of .%per annum , .payable on July 1,1978,.and-s-em~ia-nnually thereafter on the first day of January and July.of each year,upon presentation and surrender of the attached interest coupons as they severally mature up to the bond maturity date and with full obligation on the part of the City to pay interest at the same rate from and after the bond maturity date until this bond with interest is paid in full,or funds are available in the "Water and Sewer Revenue Refunding Bond Fund,1977;II of the City (hereinafter called the "Bond Fund"),for payment in full.Both.principal of and interest on this bond are payable in lawful money of the United States of America at the office of the Treasurer of the City,or,at the option of the holder hereof,at either fiscal agency of the State of Washington in -29- t ", I'I •• ..'\'.. the Cities of Seattle,Washington,or New York,.New York,solely out of the special 'fund created by Ordinance No.,and referred to herein as the "Bond Fund,"into which fund the City hereby irrevocably binds··itself to pay certain fixed amounts out of the gross revenues of the waterworks utility of the City,including the sanitary sewage disposal system as a part thereof,now belonging to or which.may ..-hereafter belong to the City, including all additions,extensions and betterments thereof now or at.anyvt i.me made or constructed (hereinafter referred to as the "waterworks utility"), without regard to·any·.fixed proportion,namely, amounts sufficient,together with utility local improvement district assessments hereinafter referred to ,to pay··the principal of and interest on this issue of bonds "as they respectively become due and to accumulate a reserve,all at the times and in the manner set forth in Ordinance No.(hereinafter referred to as the "Bond Ordinance ll ) .The bonds are not a general obligation of the City. The gross revenues from the Waterworks utility'and all assessments ...her ea ft.e r collected in all utility local improvement districts 'heretofore created and pledged to the payment of bonds being refunded as hereinafter set forth (being utility Local Irnprovement Districts Nos.1,2,.J·and 4)are hereby pledged for the payment of the bonds of this issue at any time outstanding,both principal and interest,.and such payment and pledge shall constitute a charge and lien upon such gross revenues and assessments prior and superior to all other charges and liens whatsoever,excluding charges for operation and maintenance of such utility as defined in the Bond Ordinance payable out of such revenues,except that the charge and lien upon such gross revenues and assessments for the bonds of this issue shall be on a parity with the charge and lien upon the same for any additional revenue bonds hereafter issued on a parity therewith in accordance with the provisions of section 9 of the Bond Ordinance,and except further that the charge and lien upon such gross revenues alone for the bonds of this issue shall be junior to the charge and lien upon the same for the outstanding "Water Revenue Bonds,1952, Series'B,"nWaterand Sewer Revenue Bonds,1955," "Water and Sewer Revenue Bonds,1959,""Water and Sewer Revenue Bonds,1963,""Water and Sewer Revenue Bonds,1965,""Water 'and Sewer Revenue Bonds,1967," and "Water and Sewer Revenue Bonds,1969,"and also for the outstanding "Water and Sewer Revenue Bonds, 1969,Issue NO.2,"provision for the payment and retirement of which has been made irrevocably by the Bond Ordinance. -30- "' This bond is one of a total issue of $2,307,000 par value of bonds,all of like date,tenor and effect, except as to denominations,maturities,interest rates and option of redemption,all payable from the Bond Fund and all issued by the City under and in pursuance of the laws of the State of Washington,particularly Chapter 138,Laws of 1965,1st Ex.Sess.,as amended, known as the "Refunding Bond Act"(RCW Chapter 39.53), for the purpose of providing a part of the funds to refund,pay and retire all of its outstanding "Water and Sewer Revenue Bonds,1969,Issue No.2,~dated July 1,1969,.and II Wa ter and Sewer Revenue Bonds, 1975,"dated September 1,1975,all as provided in the Bond Ordinance,and is issued in full compliance with the ordinances,of the City and the Constitution and laws of the State of Washington.Reference is made to the Bond Ordinance as more fully describing the covenants with and rights of holders of bonds of this issue.'. Bonds numbered 1 to 189,inclusive,maturing January 1,1979,through January 1,1988,are issued without the right of the City to redeem the same prior to their respective maturity dates. The City reserves the right to redeem bonds numbered 190 to 462,inclusive,maturing January 1, 1989,through January 1,1998,as a whole,or in . part in inverse nurner ical .order,.fr om money derived from any source,at the following times and prices if redeemed on the following,dates,plus accrued interest to date of redemption in each case: On January 1,1988 On July 1,1988 On January 1,1989 On July-.l,1989 'bn January 1,1990 On July 1,1990 ,On January 1,,1991,and any interest.payment date thereafter 103% 102-1/2% 102% 101-1/2% 101% 100-1/2% 100%(Par) Notice of any ··ca11 for the redemption of any of the bonds prior to their respective maturity dates shall be published once in the official newspaper of the City not less than 30 nor more than 45 days prior to the interest coupon due date on which,the bonds would be redeemed.Notice of such call for redemption shall also be mailed to Foster &Marshall Inc •.and Terry Thompson &Co.at their principal -31- ..: I.•\• •~ ••'01.t places of business in Seattle,Washington,or their successors,not;Less than 30 nor more than 45 days prior to the~nterest coupon due date upon which the bonds would be redeemed.In addition, such redemption notices shall also be mailed to Moody's Investors Service,Inc.,and Standard & Poor's Corporation at their offices in New York, New York,but such notices shall not be a condition precedent to any~such redemption.Interest on any bonds so called for redemption shall cease on the date fixed for such redemption upon payment of the call price into the Bond Fund. The City further reserves the right to purchase any or all of the bonds in the open market at any time at a price not in excess of the call price applicable at the next succeeding call date. The City hereby covenants and agrees with the holders of each and everyone of·the bonds of this issue to fully carry out all covenants and meet all obligations of the City as set forth in the Bond Ordinance. It is hereby certified and declared that the bonds of this issue are issued pursuant to and in strict compliance with the Constitution and laws of the State of Washington and the ordinances of the City and that all acts,conditions and things required to be done precedent .to and in the issuance of this bond have happened,.have been done and have been performed as·,-requ,ired by law •. IN WITNESS WHEREOF,the City has caused this bond to be signed by the facsimile signature of its Mayor and attested by the manual signature of ~ts City Clerk and its corporate seal to be hereto affixed and the interest coupons attached to be signed with the facsimile signatures of such officials this first day of December,19.77. CITY OF MARYSVILLE,WASHINGTON By .(facsimile signature). Mayor ATTEST: City Clerk -32- ·,.,. The interest coupons attached to the Refunding Bonds shall be in substantially the following form: Coupon No. $---- (Unless the bond referred to below shall have been previously redeemed) On the FIRST DAY OF (JANUARY)(JULY),19 ,the CITY OF MARYSVILLE·~·WASHINGTON,upon presentation and surrender of this coupon will pay to bearer at the office of the Treasurer of the City,or,at the option of the holder hereof,at either fiscal agency of the State of Washington in the Cities of Seattle, Washington,or New York,New York,the sum shown hereon.in lawful money.of the united States of America from the special fund of the City known as the "Water and Sewer Revenue Refunding Bond Fund, 1977,"such sum being the interest then due on its "Water and Sewer Revenue Refunding Bond,197.7," dated December 1,1977,and numbered CITY OF MARYSVILLE,WASHINGTON By-tfac'similesignat ure) Mayor ATTEST: (facsimile signature) City Clerk Section 12.Execution of Refunding Bonds.The Refunding Bonds shall be printed on lithographed forms,shall be signed by the facsimile signature of the Mayor and attested by the manual signature of its City Clerk,and shall have the seal of the City affixed thereto,and the interest coupons attached thereto shall bear the facsimile signatures of the Mayor and the City Clerk. Section 13.Temporary Bond.Pending the printing, execution and delivery to the purchasers of the definitive Refunding -33- , I ", .. Bonds,the City may cause to be executed and delivered to such purchasers a single temporary Refunding Bond in the principal amount of $2,307,000.Such temporary Refunding Bond shall bear the same date of issuance,interest rates,principal payment dates and terms and,covenants as the definitive Refunding Bonus, and shall be issued as a fully registered bond in the name of such purchasers,and shall be in such form as acceptable to such purchasers.Such temporary Refunding Bond shall be exchanged for the definitive Refunding Eonds as soon as the same are printed, executed and available for delivery. 5e ction ,14 •Sal'eand Delivery of Refunding Bonds. Foster &Marshall Inc.and Terry Thompson &Co.,jointly,of Seattle,Washington,have offered to purchase the Refunding Bonds at a,price of $98.2228 per each $100.00 of,par plus accrued interest to the date of delivery of the Re f und i.nq Borid s ,,the City to furnish the printed Refunding Bonds and the unqualified approving legal opinion of Messrs.Roberts,Shefelman,Lawrence,Gay &Mach, municipal bond counsel of Seattle,Washington,which opinion shall state that bond counsel has not reviewed,and thus expresses no opinion concerning,the completeness or accuracy of any official statement,offering circular or other sales material relating to the issuance of the Refunding Bonds or otherwise used in connection wi th the Refunding Bonds.The City Council,.being of the opinion that it is in the best interests of the City to accept such offer, hereby accepts the same.,The Refunding Bonds shall"therefore, immediately upon their execution be delivered to·the purchasers upon payment for the Refunding Bonds in,accordance with such offer. -34- I.t .~I :' .'-. Section 15.Effective Date.This ordinance shall take effect and be in force five days after its passage,approval and legal publication. PASSED by the City Council of the City of Marysville, Washington,at a regular open public meeting thereof and APPROVED by the Mayor this 19th day of December,1977. CITY OF MARYSVILLE,WASHINGTON BY·~·~ --~or ATTEST: .~~. ~lerk~' FORM APPROVED: ~~(krl.~ity Attorney -35- \.•I..'.EXHIBIT A '. A G R E E MEN T THIS AGREEI-lliHT made and entered into as of the __clay of December,1977,by and between the CITY OF l'1ARYSVILLE,vlASHINGTC)N, , a municipal corporation of the State of Washington (the "City"), and RAINIER NATIONAL BANK,Seattle,Washington (the "Refunding Trustee") ; WIT N E SSE T H: SECTION 1.Recitals.The City now has outstanding the following bonds: (a)$1,130,0,00 principal amount of its "Water and Sewer Revenue Bonds,1969,,Issue No.2,"issued under date of July 1,1969 (h ere Lna f t.e.r called the "1969 Bonds,Issue No.2"),which mature serially on january 1 in each of the years 1978 through 1998; and all bear interest at the rate of 6-1/2%per annum f and (b)$1,090,000 principal amount of its "Water and Sewer Revenue Bonds,,1975,"issued under,date of September 1,1975 (hereinafter called the "1975 aonds"),which mature serially on January 1 in each of the years 1978 through 199,5 ,and bear interest at various rates from 7.50%per annum to 8%per annum. (All of which bonds are sometimes hereinafter referred to as the "outstanding Bonds.")Pursuant to Ordinance No.''9'67 passed by the City Council and approved by the Mayor on December:'19,1977, the City has determined: (a)All of the outstanding 1969 Bonds,Issue NO.2, may be refunded by providing funds for the payine nt;of the principal of and interest on such 1969 Bonds, Issue No.2,as t.he same become due up to arid including January 1,1997,and for the call,payment and retire- ment of all remaining outstanding 1969 Bonds,Issue No.2,on January 1,1997,being bonds numbered 226 to 250,inclusive,and maturing on January 1,199.8; and ' \.:",l.• ..(b)All of the outstanding 1975 Bonds maybe refunded by providing funds for the payment of: (i)The principal of and interest on such 19'75 Bonds numbered 7 to 174,inclusive,being the 'Serial Bonds,as the same shall become due up through January 1,1986,at which time 1975 Bonds numbered 85 to 174,inclusive,will be called,paid and retired; (ii)The principal of,2%premium on and interest on 1975 Bonds numbered 215 to 224,inclusive, on January 1,1978,the holders thereof having consented to surren~er such bonds for payment and retirement on such date;and (iii)The interest on 1975 Bonds numbered 175 to 214,inclusive,being Term Bonds,as the same becomes due up through January 1,1986,and the principal of such Term Bonds as the same shall be called,paid and retired in accordance with the following ,schedule:' Bond ,Numbers (Inclus'ive)Call Da'tie s 210 to 214 January 1,1979 205 to 209 January 1,1980 200 to 204 January 1,1981 ..'..,195 to 199 January 1,1982 190 to 194 January 1,1983 185 to 189 January 1,1984 180 to 184 January 1,1985 ,175 to 179 January 1,1986 out of,the proceeds of the sale of its "Water and Sewer Hevenue Refunding Bonds,1977"(hereinafter referred to as the "Re f und i.nq Bonds"),and money presently on hand in the bond redemption funds for all of such Outstanding Bonds. SECTION 2.Provisions for 'Refunding.To accomplish the, refunding of all of the outstanding Bonds as aforesaid,the City, simultaneously with the delivery of the Refunding Bonds issued pursuant to Ordinance No.,does hereby agree irrevocably to--- deposit with the Refunding Trustee in trust for the security and -2- .'4 "....._.• _ •----_._.-.....-........~-~......__........'~"'-.,...-.-~~."'--'-'~".,......._..-.-.- ,..",._."·1-'····· \._.~I • •. • I '.. .' benefit of the holders and owners of the Outstanding Bonds and the Refunding Bonds the sum of $185,891.08 in cash from the proceeds of sale.of the Refunding Bonds and Federal Land Bank. Bonds and United States Treasury Certificates of Indebtedness" Notes and Bonds -state and local government series (corrunonly referred to as "book entries"[BE])with amounts,interest rates and maturities as more particularly set forth in Scheduie "A" attached to this Agreement and by this reference incorporated herein,which securities are hereinafter referred to as "Acquired Obligations,"and such cash and "Acquired Obligations,"with the investment income therefrom,will be sufficient:, (a)To pay the principal of and 'interest on .tihe 1969 Bonds,.Issue No.2,as the same become due up to and including January I,1997,and to call,pay-and retire all remaining outstanding 1969 Bonds,Issue No.2,on Janu~ryl,1997;and (b)To pay: (i)The principal of and interest on the, 1~i75 Bonds numbered 7 to 174,inclusive,being the Serial Bonds,as the same l>ecome due up through January I,1986,at which time 1975 Bonds numbered 85 to 174,inclusive,Will be called,paid and retired; (ii)The principal of,2%premium on and interest on 1975 Bonds numbered'2l5 to 224, inclusive,on January 1,1978,the holders thereof having consented to surrender such bonds for payment and retirement on such date;and (iii)The interest on 1975 Bonds numbered 175 to 214,inclusive,being Term Bonds,as the same become due up through January 1,1986,and the principal of such ?erm Bonds as the same shall be called,paid and retired in accordance with the schedule set forth in Section 1 above. -3- ~.... •,_ ( ,to ". On or before the delivery of the Refunding Bonds,the City agrees that it will cause to be delivered to the Refunding. Trustee a statement setting forth the amount of interest and principal to be paid on each semiannual interest payment date on all of the outstanding Bonds to be paid and'refunded as h.erein- before set forth up through the respective call dates of the Outstanding Bonds to be called prior to maturity as aforesaid and the amount of principal required to pay and redeem the Outstanding Bonds to be called prior to maturity of their respective call dates. The City by Ordinance No.'.9tDl has irrevocably··called for redemption or prepayme.~tall.of the 1969 Bonds,.Issue No.2, and .1975 Bonds to be called as above set forth on their respective call dates.Such calls for redemption or prepayment'shall be irrevocable upon the delivery of the Refundi!lg Borid a , :The Refunding Trustee,.on behalf of the Treasurer of the City,shall provide for the pUblication and maili~g of the proper notices of such redemption o~prepayment in accordance with the provisions of Ordinance No. 66B pertaining to the.1969.-Bonds,Issue NO.2,.and in accordance with the provisions of Ordinance No.873 pertaining to the 1975 Bonds. Provision for the giving of such notices of redernption or prepayment has irrevocably'been'maue by the City. SECTION 4.'Disbursements by Refunding Trus·tee.The Refunding Trustee sha1lpresent for payment on the due date.thereof -4- .........'"•••.l the "Acquired Obligations"so deposited and shall apply the proceeds derived therefrom in accordance with the provisions of this section. Money shall be transferred by the Refunding Trustee to the Treasurer of the City in amounts sufficient to pay the interest on and principal of each issue of the Outstanding Bonds coming due and payable on or before each respective payment date and the redemption price to be payable with respect to the Outstanding Bonds on their respective.call dates as aforesaid. SECTION 5.Nonreinvestmentof Funds;custody and Safekeeping of "Acquired Obligations".All money deposited with the Refunding Trustee or received by the Refunding Trustee as maturing principal or interest on the "Acquired Obligations"prior to the time required to make the·payments hereinbefore set forth shall be held by the Refunding Trustee and.shall not be reinvested. All income derived from the "Acquired Obligations"and any money deposited with the Refunding.Trustee pursuant to Section 2 hereof in the hands of the Refunding Trustee (which money is not .required to make the payments'hereinbefore required to be made) shall be paid to the Treasurer of the City for the credit of the "1977 Re f.und i.nq Fund"of the.City .as and when realized and collected for use and application as other money deposited in the "1977 Refunding Fund." For as long as any of the Outstanding Bonds are outstanding, on or before the lOth day of each month,commencing with the month of February,1978,the Refunding Trustee shall render a statement i \ \ \-:. -5- ~1.,.~Y;,.. ,-,', ..~,..as of the last day of the preceding month to the Treasurer of the City,which'statement shall set forth the "Acquired Obligations" which have matured,the amounts received by the Refunding Trustee by reason of such maturity and the investnlent income received from such "Acquired Obligations,"the amounts paid to such Treasurer for credit to the "1977 Refunding Fund"and the dates of such delivery .... for the payment of the interest on and principal of each issue of 'the Outstanding Bonds as the same shall become due and/or payable and the final payment of the redemption price for the Outstanding Bonds on their respective call dates and any other transactions of the Refunding Trustee pertaining to its duties and obligations as set forth herein. All "Acquired Qbligations,U money and investment income deposited with or received by the Refunding Trustee pursuant to this Agreement sha l.l.be subject to the 'trust created by this Agreement,and the Refunding Trustee shall be liable for the preservation and safekeeping thereof,subject to the right of the City to make substitution of such "Acquired Obligations"as set forth in Section 4 of Ordinance No.967 SECTION 6.Duties and Obl'igation'sofRefunding Trustee. The duties and obligations of the Refunding Trustee shall be as prescribed by the provisions of this Agreement,and the Refunding Trustee shall not be liable except for the performance of its duties and obligations as specifically,set forth herein and to act in good faith in the performance thereof and no implied duties or obligations shall be incurred by such Refunding Trustee other than those specified herein. -6- -/ f The Refunding Trustee may consult with counsel of its choice and the opinion of such counsel shall be full and cOlnplete authorization and protection in·respect of any action taken or not t.aken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. Provisions for the fees,compensation and expenses of the.Refunding Trustee satisfactory to it have been made. ATTEST: RAINIER NATIONAL BANK Trust Officer By----=---:-~:_:;:_;=o------- -7-., X,PHILLIP E.DEXTER,City Clerk of the City of Marysville, Washington,hereby certify that the attached copy of Ordinance No. is a true and correct copy of the original ordinilllce passed on the 19th day of December,1977,as that ordinance appears on the Minute Book of the City. lJATgD this __day of De cember ,1977. PHILLIP E.DEXTER,City Clerk i.e. c ..:.~~'. ,~t.~V;:i t:.. ~...-..._.~.-,. ...."!-:-....--:;....~~-..-;..-:-0--::.....,...........- J, " ~ ~ .~ ~ h._ "<;:(III' t"":--,"l ~~' i-....~ .-?) 1) SECURITY PAR MATURITY DESCRIPTION AHOUNT COUPON".DATE,L8 ttl)...7.ctS •lO}Z.'/4fo BE 82,400 6.190000 1/01/97 BE 83,800 6.190000 1/01/96 BE 79,100 6.190000 1/01/95 BE 74,400 6.190000 1/01/94 BE 64,500 6.300000 1/01/93 BE 59,200 7.250000 1/01/92 BE 58,800 7.200000 1/01/91 BE 54,000 6.190000 1/01/90 BE 49,200 6.190000 1/01/89 BE 49,500 6.190000 1/01/88 BE 44,600 6.190000 1/01/87 BE 572,200 7.000000 1/01/86 BE 2,200 6.190000 7/01/85 BE 117,700 6.190000 1/01/85 BE 2,700 6.190000 7/01/84 BE 113,200 6.190000 1/01/84 BE 3,200 6.190000 7/01/83II~~,'-c>I F~M-•.•;r~'-~1:Fb17:i3 ,....1 ll,.--.-.'I f'~f'•,f1i'"C/''.")c ; •:-.~.../~60(t ~6.;90 ~O •J 7~t1~a2 ~.i: -lIE'~-:.,0 ,100 o.00"0"1i'01/B2 BE 3,900 6.190000 7101/81 BE 99,400 6.190000 1/01/81 BE 4,300 6.190000 7/01/80 BE 94,600 6.190000 1/01/80 BE 4,400 6.190000 7101179 BE 89,900 6.190000 1/01179 *BE 3,500 6.125000 7/01/78 rtu [~AtaCE Ruil a:HAN{ DO YOU UAHT TO CONTINUE YITH THE REPORT PHASE??YES ~ENTER NUMBER OF FILES TO BE COMBINED?1 ENTER NAME OF FILE?MAtl ENTER REPORT TYPE (1 THRU 3 OR 0 FOR LIST OF REPORTS)?2 .~EHTER "AS-OF"DATE OIH,DD,YY),TARGET VALUE IN DOLLARS,PREttIUl't(+)/DISCDUNT(-)IN DOLUtRS,AND A TITLE ?12,29,77,2032100,+40715.67,RECPV THE RATE IS 6.19237993 DO YOU YAHT A PRINT OUT?YES -!)ALIGN PAPER AND PRESS RETURN KEY :/) )) ~~<..,~'-~;...;....:..:".;.:...s;-....··_~~"l~.;'""::~;;~~-:>...~.-."~~_7 '- '."~~....t'~.:":...·i:~::.···.~".....f:.::.?~~_~.,..::t~;....7 .;;:~-2..-.-;---,S:-~.-~~.''''.~-',:"-$-....;..~..;.;;;:'._.'':'"'~:'_..I.:,~~.._7t~.:.....,~~,~:..,.,..,:--..:».~";....,.....,.i -....:'!!: ,,1 ) )YHAH RUN **pvn "\PVIT 07:16 12/12/77 HONDAY 103 DO YOU YAHT TO EHTER A FILE - 1,OR PRINT A REPORl -21 1 ~ENTER THE "ETHOD OF ENTRY (1 THRU 5 OR 0 FOR LIST OF "ETHDDS)?5 EHTER NA"E Of INPUT fILE?HAl ENTER NAME Of OUTPUT FILE?HAll ~DO YOU UANT A LIST OF SECURITIES?YES ALIGN PAPER AND PRESS RETURN KEY ~ ""';.-' :;,.f: ,\ I _.,-~1.1fI'P:'!I.,..........,:-;ij (,J :!,, L1h ....... -r >~.. ::IGir_.i?LM~\~., .-"'!~ 1 :4.J:.1 ~L,- .j-~r-"~~,.. ~'1 :.'~i'-,,',,~"",',"'7",..J.",!;~r '.W\,1ft·, ;\~':: ,,' J~n (~' ~J'.L \.i... :.; :t ::J p j :) ) J .~~~~.~.~"';;---,••/~J";.';"--ii..--;~.:;..."--..;~;~'''.~,":-'--_'-:..~~.;,-:%._.~0.·i'..---,--;.::_'.~..,,~:~-,;_----...:::'~_'..:..:-..:.'..:'~<:~:h.:;:.',;,;/;.;-.-.;:;,;.;_,'_;..;:.,:,;...;•.;._..;;;._;.._,;....