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HomeMy WebLinkAboutO-1502 - Bond issuance (Special)',.',,"".- J<C,;,6,,,F-.R,..b, f;le--- CITY OF MARYSVILLE,WASHINGTON ORDINANCE NO.1502 AN ORDINANCE of the City of Marysville, Washington,relating to contracting indebtedness; providing for the issuance,specifying the maturities,maximum effective interest rate,terms and covenants of $3,000,000 par value of Unlimited Tax General Obligation Bonds,1987,authorized by the qualified voters of the City at a special election held therein pursuant to Ordinance No.1488; establishing a bond redemption fund and a construction fund;and providing for the sale of such bonds to Drexel Burnham Lambert/Kirchner Moore & Company Subsidiary,of Seattle,Washington. THE CITY COUNCIL OF THE CITY OF MARYSVILLE,WASHINGTON,DO ORDAIN as follows: Section 1.The City of Marysville,Washington (the "City"),shall presently issue and sell the total $3,000,000 par value of negotiable general obligation bonds authorized by the qualified voters of the City at a special election held on November 4,1986,pursuant to Ordinance No.1488 passed and approved September 18,1986,for the purpose of paying a part of the cost of constructing a Public Safety Facility and related improvements.The bonds shall be designated Unlimited Tax General Obligation Bonds,1987 (the "Bonds"),of the City;shall be dated January I,1987;shall be in the denomination of $5,000 or any integral multiple thereof within a single maturity;shall be numbered separately in the manner and with any additional designation as the Bond Registrar (collectively,the fiscal agencies of the State of Washington located in Seattle, Washington,and New York,New York)deems necessary for purposes of identification;shall bear interest at the rates set forth below (computed on the basis of a 360-day year of twelve 30-day months),payable on June 1,1987,and semiannually thereafter on each succeeding December 1 and June 1.The Bonds shall bear interest at the rates and mature on December 1 in years and amounts as follows: Maturity Interest Years Amounts Rates 1988 $60,000 4.50% 1989 60,000 5.00 1990 65,000 5.25 1991 70,000 5.50 1992 70,000 5.70 1993 75,000 5.90 1994 80,000 6.10 1995 85,000 6.30 1996 90,000 6.50 1997 95,000 6.70 1998 100,000 6.90 1999 110,000 7.00 2000 115,000 7.10 2001 120,000 7.20 ****** 2007 935,000 7.50 ****** 2011 870,000 7.50 If any Bond is not redeemed upon proper presentment at its maturity or call date,the City shall be obligated to pay interest at the same rate for each such Bond from and after its maturity or call date until such Bond,both principal and interest,is paid in full or until sufficient money for such payment in full is on deposit in the bond redemption fund hereinafter created and such Bond has been called for payment. - 2 - Upon surrender thereof to the Bond Registrar,the Bonds may be exchanged for Bonds in any authorized denomination of an equal aggregate principal amount and of the same interest rate and maturity.Bonds may be transferred only if endorsed in the manner provided thereon and surrendered to the Bond Registrar. Such exchange or transfer shall be without cost to the owner or transferee.The Bond Registrar shall not be obligated to transfer or exchange any Bond during the fifteen days preceding any principal payment or redemption date. The Bonds shall be issued only in registered form as to both principal and interest and recorded in the books and records maintained by the Bond Registrar (the "Bond Register"). The Bond Register shall contain the name and mailing address of the owner of each Bond and the principal amounts and numbers of Bonds held by each owner. Both principal of and interest on the Bonds shall be payable in lawful money of the United States of America. Interest on the Bonds shall be paid by check or draft mailed to the registered owners at the addresses appearing on the Bond Register on the fifteenth day of the month next preceding the interest payment date.Principal of the Bonds shall be payable upon presentation and surrender of the Bonds by the registered owners at either office of the Bond Registrar at the option of such owners. Bonds maturing in the years 1988 through 1996,inclusive, shall be issued without the right or option of the City to - 3 - redeem the same prior to their stated maturity dates.The City reserves the right and option to redeem the Bonds maturing on or after December 1,1997,as a whole,or in part in inverse order of maturity (and by lot within a maturity in such manner as the Bond Registrar shall determine),on the following dates and at the following prices expressed as a percentage of par,plus accrued interest to the date fixed for redemption: Redemption Dates Redemption Price On December 1,1996,and June 1,1997 101% On December I,1997,and on any interest payment date thereafter 100% Bonds maturing in the year 2007 are Term Bonds and,if not purchased in the open market or redeemed under the optional redemption provisions set forth above,shall be called for redemption by lot (in such manner as the Bond Registrar shall determine)at par plus accrued interest on the following dates and in the following amounts: Mandatory Redemption Date December 1,2002 December I,2003 December I,2004 December I,2005 December 1,2006 December 1,2007 Principal Amount $130,000 140,000 150,000 160,000 170,000 185,000 Bonds maturing in the year 2011 are Terms Bonds and,if not purchased in the open market or redeemed under the optional redemption provisions set forth above,shall be called for redemption by lot (in such manner as the Bond Registrar shall - 4 - determine)at par plus accrued interest on the following dates and in the following amounts: Mandatory Redemption Date December 1,2008 December 1,2009 December 1,2010 December 1,2011 Principal Amount $195,000 210,000 225,000 240,000 Term Bonds previously redeemed by optional call or open market purchase shall be credited on a prorata basis to the principal amounts to be called on each mandatory redemption date for Bonds maturing in the applicable year. Portions of the principal amount of any Bond,in installments of $5,000 or any integral multiple of $5,000,may be redeemed.If less than all of the principal amount of any Bond is redeemed,upon surrender of such Bond at the principal office of the Bond Registrar,there shall be issued to the registered owner,without charge therefor,a new Bond (or Bonds at the option of the registered owner)of like maturity and interest rate in any of the denominations authorized by this ordinance. Notice of any such intended redemption shall be given not less than 30 nor more than 60 days prior to the date fixed for redemption by first-class mail,postage prepaid,to the registered owner of any Bond to be redeemed at the address appearing on the Bond Register.The requirements of this section shall be deemed to be complied with when notice is - 5 - mailed as herein provided,whether or not it is actually received by the owner of any Bond.The interest on the Bonds so called for redemption shall cease on the date fixed for redemption unless such Bond or Bonds so called are not redeemed upon presentation made pursuant to such call.In addition,such redemption notice shall be mailed within the same period, postage prepaid,to Moody's Investors Service,Inc.,at its offices in New York,New York,or its successors,but such mailing shall not be a condition precedent to the redemption of such Bonds. The City further reserves the right and option to purchase any or all of the Bonds in the open market at any time at a price not in excess of the next applicable call price plus accrued interest to the date of such purchase. Section 2.The City irrevocably pledges to levy taxes annually without limitation as to rate or amount on all of the property in the City subject to taxation in an amount sufficient,together with other money legally available and to be used therefor,to pay the principal of and interest on the Bonds as the same shall become due,and the full faith,credit and resources of the City are pledged irrevocably for the annual levy and collection of those taxes and the prompt payment of that principal and interest. Section 3.The Bonds shall be printed or lithographed on good bond paper in a form consistent with the provisions of this ordinance and state law,shall be signed by the Mayor and City - 6 - Clerk,both of whose signatures shall be in facsimile,and a facsimile reproduction of the seal of the City shall be printed thereon. Only such Bonds as shall bear thereon a Certificate of Authentication in the following form,manually executed by the Bond Registrar,shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance: CERTIFICATE OF AUTHENTICATION This bond is one of the fully registered City of Marysville,Washington,Unlimited Tax General Obligation Bonds,1987,described in the Bond Ordinance. WASHINGTON STATE FISCAL AGENCY Bond Registrar By Authorized Officer 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 ordinance. In case either or both of the officers whose facsimile signatures appear on the Bonds shall cease to be such officer or officers of the City before the Bonds so signed shall have been authenticated or delivered by the Bond Registrar or issued by the City,such Bonds nevertheless may be authenticated, delivered and issued and upon such authentication,delivery and issue,shall be as binding upon the City as though those whose facsimile signatures appear on the Bonds had continued to be - 7 - such officers of the City.Any Bond also may be signed on behalf of the City by such persons as at the actual date of execution of such Bond shall be proper officers of the City authorized to execute bonds although on the original date of such Bond such persons were not such officers of the City. Section 4.The Bond Registrar shall keep,or cause to be kept,at its principal corporate trust office,sufficient books for the registration and transfer of the Bonds which shall at all times be open to inspection by the City.The Bond Registrar is authorized,on behalf of the City,to authenticate and deliver Bonds transferred or exchanged in accordance with the provisions of such Bonds and this ordinance,to serve as the City'S paying agent for the Bonds and to carry out all of the Bond Registrar's powers and duties under this ordinance and City Ordinance No.1405 establishing a system of registration for the City'S bonds and obligations. The Bond Registrar shall be responsible for its representations contained in the Bond Registrar's Certificate of Authentication on the Bonds.The Bond Registrar may become the owner of Bonds with the same rights it would have if it were not the Bond Registrar and,to the extent permitted by law,may act as depository for and permit any of its officers or directors to act as members of,or in any other capacity with respect to,any committee formed to protect the rights of Bond owners. Section 5.The Bonds shall be negotiable instruments to the extent provided by RCW 62A.8-102 and 62A.8-105. - 8 - Section 6.The City covenants that it will neither make nor permit any use of proceeds of the Bonds or other funds of the City at any time during the term of the Bonds which will cause the Bonds to be arbitrage bonds within the meaning of Section 148 of the United States Internal Revenue Code of 1986 and applicable regulations promulgated thereunder. The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the City is a bond issuer whose arbitrage certifications may not be relied upon. Section 7.The City is a duly organized and existing governmental unit of the State of Washington and has general taxing power.No Bond which is part of this issue of Bonds is a "private activity bond"within the meaning of Section 141 of the Internal Revenue Code of 1986.At least 95 percent of the net proceeds of the Bonds will be used for local governmental activities of the City (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the City).The aggregate face amount of all tax-exempt obligations (other than private activity bonds)issued by the City and all entities subordinate to the City (including any entity which the City controls or which derives its authority to issue tax-exempt obligations from the City)during the current calendar year is not reasonably expected to exceed $5,000,000. Section 8.The City has determined and certifies that (a) the Bonds are not "private activity bonds"within the meaning of - 9 - Section 141 of the Internal Revenue Code of 1986;(b)the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds)which the City and any entity subordinate to the City (including any entity which the City controls or which derives its authority to issue tax-exempt obligations from the City)will issue during the calendar year in which the Bonds are issued will not exceed $10,000,000;and (c)the amount of tax-exempt obligations,including the Bonds, designated as "qualified tax-exempt obligations"for the purposes of Section 265(b)(3)of the Internal Revenue Code of 1986 or any predecessor provision of federal law by the City during the calendar year in which the Bonds are issued does not exceed $10,000,000.The City designates the Bonds as "qualified tax-exempt obligations"for the purposes of Section 265(b)(3)of the Internal Revenue Code of 1986. Section 9.The City may issue advance refunding bonds pursuant to the laws of the State of Washington or use money available from any other lawful source to pay the principal of and interest on the Bonds,or such portion thereof included in a refunding or defeasance plan,as the same become due and payable and to redeem and retire or refund all such then-outstanding Bonds (hereinafter collectively called the "defeased Bonds")and to pay the costs of such refunding or defeasance.In the event that money and/or "government obligations,"as such obligations are defined in Chapter 39.53 RCW,as now or hereafter amended, maturing at such time or times and bearing interest thereon,in -10 - ,. '.... amounts (together with such money,if necessary)sufficient to redeem and retire or refund the defeased Bonds in accordance with their terms,are set aside irrevocably in a special fund for and are pledged irrevocabaly to such redemption and retirement (hereinafter called the "trust account"),then all right and interest of the owners of the defeased Bonds in the covenants of this ordinance and,except as hereinafter provided, in the funds and accounts obligated to the payment of such defeased Bonds thereafter shall cease and become void.Such owners thereafter shall have the right to receive payment of the principal of and interest on the defeased Bonds from the trust account,and the defeased Bonds shall be deemed not to be outstanding hereunder.Anything herein to the contrary notwithstanding,the pledge of the full faith,credit and taxing power of the City to the payment of the Bonds shall remain in full force and effect after the establishing and full funding of the trust account.Subject to the rights of the owners of the Bonds,the City may then apply any money in any other fund or account established for the payment or redemption of the defeased Bonds to any lawful purposes as it shall determine. Section 10.There is created and established in the office of the City Finance Director a special fund to be known and designated as the Unlimited Tax General Obligation Bond Fund, 1987 (the "Bond Fund").The accrued interest received upon the sale and delivery of the Bonds shall be paid into the Bond Fund.There also is created and established in the office of -11 - the City Finance Director a special fund to be known and designated as the Public Safety Facility Fund,1987,of the City.The principal proceeds and premium,if any,received from the sale and delivery of the Bonds shall be paid into the Public Safety Facility Fund,1987,and used for the purposes specified in Section 1 of this ordinance and to pay the costs of issuance and sale of the Bonds.Pending the expenditure of such principal proceeds,the City may invest such proceeds temporarily in any legal investment and the investment earnings may be retained in the Public Safety Facility Fund,1987,and expended for the purposes of such fund.All taxes collected for and allocated to the payment of the principal of and interest on the Bonds hereafter shall be deposited in the Bond Fund. Section 11.Drexel Burnham Lambert/Kirchner Moore & Company Subsidiary,of Seattle,Washington,has presented a purchase contract (the "Purchase Contract")to the City offering to purchase the Bonds under the terms and conditions provided in the Purchase Contract,which written Purchase Contract is on file with the City Clerk and is incorporated herein by this reference.The City Council finds that entering into the Purchase Contract is in the City'S best interest and therefore accepts the offer contained in the Purchase Contract and authorizes the execution of the Purchase Contract by City officials. The Bonds will be printed at City expense and will be delivered to the purchaser in accordance with the Purchase - 12 - .'...~.r ,. ~.,,- Contract,with the approving legal opinion of Roberts & Shefelman,municipal bond counsel of Seattle,Washington, relative to the issuance of the Bonds,printed on each Bond. Bond counsel shall not be required to review and shall express no opinion concerning the completeness or accuracy of any official statement,offering circular or other sales material issued or used in connection with the Bonds,and bond counsel's opinion shall so state. The proper City officials are authorized and directed to do everything necessary for the prompt delivery of the Bonds to the purchaser and for the proper application and use of the proceeds of the sale thereof. Section 12.This ordinance shall take effect and be in force from and after its passage and five (5)days following its publication as required by law. PASSED by the City Council and APPROVED by the Mayor of the City of Marysville,Washington,at a regular open public meeting thereof,this 15th day of December,1986. ATTEST: ~City C r FORM APPROVED: ~.~{l ....~'tY Attorny 0860m -13 - ·f··... .. $3,00'0,000 CITY OF MARYSVILLE,WASlllN GTON Unlimited Tax Levy.General Obligation Bonds, 1987 PURCHASE CONTRACT December 15, 1986 City of Marysville,Washington 514 Delta Avenue . Marysville,Washington 98270 Honorable Mayor and Members of the City Council: Kirchner Moore &:Company,a subsidiary of Drexel Burnham Lambert,(hereinafter called the "Purchaser")hereby offers to purchase from the City of Marysville,Washington ("Seller")all of its $3,000,000 principal amount of Unlimited Tax General Obligation Bonds (the "Bonds"), with delivery and payment in federal funds at our offices in Seattle, Washington,or as otherwise mutually agreed upon,based upon the covenants, representations and warranties set forth below.Exhibit A, which is incorporated into this Purchase Contract by reference,contains a brief description of the Bonds,including the manner of their issuance,the purchase price to be paid,interest rates,rights of redemption,and the projected date of delivery and payment (the "Closing"). 1.Prior to Closing,Seller will approve an Official Statement.Seller has adopted the City of Marysville,Washington,Ordinance No. 1502 authorizing the issuance of $3,000,000 Unlimited Tax Levy General Obligation Bonds, 1987.Purchaser is authorized by Seller to use these documents and the information contained in them in connection with the public offering and sale of the Bonds. 2.It shall be a condition to the Seller's obligations to sell and to deliver the Bonds to the Purchaser that the entire $3,000,000 principal amount of the Bonds to be sold hereunder shall be purchased,accepted and paid for by the Purchaser at Closing,and it shall be a condition to the obligations of the Purchaser to purchase,to accept delivery of and to pay for the Bonds that the entire principal amount of the Bonds shall be sold and delivered by the Seller to the Purchaser.. 3. The Seller authorizes the final Official Statement,making such revisions, supplements and amendments to the Preliminary Official Statement as are approved by the Mayor, and the information therein contained to be used by the Purchaser in connection with the public offering and the sale of the Bonds. 4.Seller represents and warrants to, and agrees with,the Purchaser,as of the date hereof and as of the date and time of Closing,that: 1 l ·. a. The Seller has and will have at Closing full legal right,power and authority to enter into and perform its obligations under this Purchase Contract and under the Bond Ordinance,to adopt the Bond Ordinance and to sell and deliver the Bonds to the Purchaser; b. This Purchase Contract,the Bond Ordinance and the Bonds do not and will not conflict with or create a breach of or default under any existing law,regulation, judgment,order or decree or any agreement,lease or instrument to which the Seller is subject or by which it is bound; c. No governmental consent,approval or authorization other than the Bond Ordinance is required in connection with the sale of the Bonds to the Purchaser; which would materially adversely affect the ability of the Seller to sell the Bonds or materially impair the security for the Bonds; d. This Purchase Contract,the Bond Ordinance and the Bonds (when paid for by the Purchaser)are,and shall be at the time of Closing,legal,valid and binding obligations of the Seller enforceable in accordance with their respective terms, SUbject only to applicable bankruptcy,insolvency or other similar laws generally affecting creditors'rights; e. The Bond Ordinance shall have been duly authorized by the Seller,shall be in full force and effect and shall not have been amended at the time of the Closing and shall be a contract with the owners of the Bonds and a valid,legally binding obligation of the Seller,enforceable in accordance with its terms; f. The Preliminary Official Statement,except as to matters corrected in the final Official Statement,shall be accurate and complete in all material aspects as of its date and as of the date of Closing.Information obtained from any authorized officer or employee of the Seller used in the Official Statement shall be accurate and complete as of its date and as of the date of closing to the knowledge and belief of such officers and employees; g. Any certificate or copy of any certificate signed by any official of the Seller and delivered to the Purchaser pursuant to or in connection with this Purchase Contract shall be deemed a representation by the Seller to the Purchaser as to the truth of the statements therein made. 5. As eonditlons to Purchaser's obligations hereunder: a.From the date of Seller's acceptance of this Purchase Contract to the date of Closing,there shall not have been any: 1)Material adverse change in the financial condition or general affairs of the Seller. 2)Event,court decision,proposed law reported out of committee or proposed rule or regulation reported in the Federal Register which may have the effect of materially adversely changing the federal or state income tax exemption of the Bonds or the transactions contemplated by this Purchase Contract or the Official Statement; 2 3)International or national crrsis;suspension of stock exchange trading or banking moratorium materially adversely affecting the marketability of the Bonds; 4)Downgrade or withdrawal of the ratings on the Bonds by Moody's Investor's Service,lnc.,as the rating is listed in Exhibit A to this Purchase Cont':.act; or 5)Material adverse event with respect to the Seller which in the reasonable judgment of the Purchaser requires or has required an amendment, modification or supplement to the final Official Statement and such amendment,modification or supplement is not made due to the failure of the Seller. b. At or prior to the Closing,the Purchaser shall have received the following: 1) The Bonds, or temporary Bond in definitive form and duly executed and authenticated; 2) A certificate of authorization from Seller,to the effect (i)that Seller's execution of the Preliminary Official Statement and the final Official Statement (collectively,the "Official Statements")is authorized;(ii)that, to the knowledge and belief of the Seller,the Official Statements (including the financial and statistical data included therein),did not as of their dates and do not as of the date of Closing contain any untrue statement of material fact or omit to state a material fact necessary to make such statements,in light of the circumstances under which they were made,not misleading;and (iii)that the representations of the Seller, except as otherwise corrected,contained in this Purchase Contract are true and correct when made and as of Closing; .3) An unqualified approving opinion of Roberts &:Shefelman,Seattle, Washington,bond counsel to the Seller,satisfactory to Purchasers and dated as of Closing,in form of Exhibit B; 4) A certificate of authorized officers of the Seller to the effect that,from the respective dates of the Official Statements and up to and including the date of Closing,the Seller has not incurred any material liabilities,direct or contingent,nor has there been any material adverse change in the financial position,results of operations or condition,financial or otherwise, of the Seller,except as described in the Official Statements; 5) An executed copy of this Purchase Contract; 6) Such additional legal opinions,certificates,instruments and documents as the Purchasers may reasonably request to evidence the truth,accuracy and completeness,as of the date hereof and as of the date of Closing,of the .representations and warranties contained herein. 6.If the Bonds are sold to the Purchaser by the Seller,the Seller will pay,out of the proceeds of such sale,all previously approved expenses incident to the performance of its obligations under this Purchase Contract and the fulfillment of the conditions imposed hereunder,including,without limitation,preparation,printing or engraving 3 and mailing or delivering the Bonds, the reasonable fees and expenses of Bond Counsel,any fees charged by rating agencies for the rating of the Bonds; the reasonable fees and expenses of the Fiscal Agent, any fees of the Seller and any other fees and expenses incurred in connection with the issuance,sale and delivery of the Bonds,except to the extent paid pursuant to this Agreement out of the proceeds of the sale of the Bonds. 7.If,during the period ending on the earlier of January 20, 1987 or the date on which the Purchasers shall have completed the distribution and delivery to the public of all of the Bonds, any material adverse event affecting the Seller or the Bonds,shall occur which results in the final Official Statement containing any untrue statement of a material fact or omitting to state any material fact necessary to make the final Official Statement,or the statements or information therein contained,in light of the circumstances under which they were made,not misleading,the Seller shall notify the Purchaser and, if in the opinion of the Seller,and the Purchasers such event requires a supplement or amendment to the final Official Statement, the party whose omission,misstatement or changed circumstance has resulted in the supplement of amendment will at its expense supplement or amend the final Official Statement in a form and in a manner approved by the Seller and the Purchaser. 8. Any notice or other communication to be given to the Seller under this Purchase Contract shall be given by delivering the same in writing to its address set forth above.Any notice or other communication to be given to the Purchasers under this Purchase Contract shall be given by delivering the same in writing to Kirchner Moore &.Company,!I.SUbsidiary of Drexel Burnham Lambert,701 Fifth Avenue, Suite 6700,Seattle,Washington 98104 (Attn:Gerald A.Braaten,Vice President, Public Finance). 9. Upon acceptance of this Purchase Contract,this Purchase Contract shall be binding upon the Seller and the Purchaser.This Purchase Contract is intended to benefit only the parties hereto.Seller's representations and warranties shall survive any investigation made by or for Purchaser,delivery and payment for the Bonds, and the termination of this Purchase Contract. 10. This offer expires on the date set forth on Exhibit A. Respectfully submitted, Kirchner Moore &:Company A Subsidiary of Drexel Burnham Lambert -CYJ2dA~,~- Gerald A.Braaten Vice President Public Finance -Seattle 4 ACCEPTED by the City of Marysville,Washington on the 15th day of December,1986. CITY OF MARYSVILLE,WASHINGTON ATTEST: 5 g. Exhibit A DESCRIPTION OF THE BONDS a.Purchase Price:$98 per $100 par value, or $2,940,000 plus accrued interest from January 1, 1987. b.Denominations:$5,000 or integral multiples thereof. c.Date:The Bonds shall be dated January 1, 1987. d.Form:Fully registered with privileges of exchange at the expense of the holder. e.Interest Payable:June 1 and December 1,commencing June 1, 1987. f.Maturity Schedule:Bonds shall mature on December 1 of each year in the amounts and shall bear interest at the rates set forth below: Due Interest Due Interest December 1 Amount Rate December 1 Amount Rate 1988 $60,000 4.5096 1995 s 85,000 6.3096 1989 60,000 5.00 1996 90,000 6.50 1990 65,000 5.25 1997 95,000 6.70 1991 70,000 5.50 1998 100,000 6.90 1992 70,000 5.70 1999 110,000 7.00 1993 75,000 5.90 2000 115,000 7.10 1994 80,000 6.10 2001 120,000 7.20 $935,000 7.5096Term Bonds due December 1, 2006 $870,000 7.50%Term Bonds due December 1, 2011 Net Interest Cost:7.423796 h.Redemption - Bonds maturing in the years 1988 through 1996 inclusive,shall be issued without the right or option of the City to redeem the same prior to their stated maturity.The City reserves the right to redeem Bonds maturing on or after December 1, 1997, as a whole, or in part in inverse order of maturity and by lot within a maturity (in such manner as the Bond Registrar shall determine),on December 1, 1996 at 101% of par and on December 1, 1997 or any interest payment date thereafter at par, plus accrued interest to the date of redemption. i,Projected Closing Date:January 7, 1987 j.Ratings of Bonds: Moody's Investors Service "BAA-1" k.Offer Expires:December 15, 1986 6 ·.E"XH\8IT B [FORM OF LEGAL OPINION] ROBERTS Ex SHEFELMAN 4100 Seafirst Fifth Avenue Plaza 800 Fifth Avenue Seattle,Washington 98104 City of Marysville,Washington' Re:City of Marysville,Washington,$3,000,000 Unlimited Tax General Obligation Bonds,1987 We have examined a certified transcript of proceedings had by the City of Marysville,washington (the "City"),relating to its issuance of the above-referenced bonds (the "Bonds")and also have examined an executed Bond. The Bonds are fully registered;are in the denomination of $5,000 or any integral multiple thereof within a single maturity;are numbered separately;are dated January I,1987; and bear interest at the rates set forth below,payable on June 1,1987,and semiannually thereafter on each succeeding December 1 and June 1.The Bonds are payable at the office of either of the fiscal agencies of the State of Washington in Seattle,Washington,or New York,New York (collectively,the "Bond Registrar").The Bonds bear interest at the rates and mature on December 1 in years and amounts as follows: Maturity Years 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 ** 2011 Amounts $60,000 60,000 65,000 70,000 70,000 75,000 80,000 85,000 90,000 95,000 100,000 105,000 115,000 120,000 **j 758,e8~9~S,~ ** lo,::&S:S:;:&99 :$9l)o,eoo Interest Rates " .'" Bonds maturing-in the years 1988 through 1996,inclusive, have been issued without the right or option of the City to redeem the same prior to their stated maturity dates.The City has reserved the right and option to redeem Bonds maturing on or after December 1,1997,prior to their stated maturity dates in whole,or in part in inverse order of maturity (and by lot within a maturity in such manner as the Bond Registrar shall determine),on December 1,1996,or on any interest payment date thereafter,at the times,at the prices and in the manner set forth in the Bonds.Bonds maturing in the years 2006 and 2011 are Term Bonds and shall be called for redemption at par plus accured interest to the date fixed for redemption at the times,- in the amounts and in the manner set forth in the Bonds. The Bonds are issued by the City for capital purposes only, which shall not include the replacement of equipment,pursuant to an election authorizing the same and under and in accordance with the Constitution and laws of the State of Washington and ordinances of the City, The City irrevocably has pledged to levy taxes annually, without limitation as to rate or amount,on all of the property in the City subject to taxation in an amount sufficient, together with other money legally available and to be used therefor,to pay the principal of and interest on the Bonds as the same shall become due,and the full faith,credit and resources of the City have been pledged irrevocably for the annual levy and collection of those taxes and the prompt payment of that principal and interest. We have not reviewed and thus express no opinion concerning the completeness or accuracy of any official statement,offering circular or other sales material relating to the issuance of the Bonds or otherwise used in connection with the Bonds. The City has determined in Ordinance No.(the "Bond Ordinance")that the Bonds are not "private activity bonds" within the meaning of Section 141 of the Internal Revenue Code of 1986 (the "1986 Code"),and that the City does not reasonably anticipate issuing more than $10,000,000 of tax-exempt obligations during the current calendar year.The City in the Bond Ordinance has designated the Bonds as "qualified tax-exempt obligations"for purposes of the 80 percent financial institution interest expense deduction under Section 265(b)(3) of the 1986 Code. Under the 1986 Code,issuers of tax-exempt obligations are required to calculate and rebate to the United States certain investment earnings on proceeds of those obligations in the event that all such proceeds have not been spent within six months from the date of issuance of the obligations,There is - 2 - 1 i '. 1_ ..- an-exemption from this rebate requirement for governmental units with general taxing powers issuing obligations (other than "private activity bonds"as defined in the 1986 Code)and which governmental units,together with all subordinate governmental units,do not reasonably anticipate issuing more than $5,000,000 of tax-exempt obligations (other than private activity bonds) during the calendar year in which the obligations are issued. The City has certified in the Bond Ordinance that it is an issuer which qualifies for this arbitrage rebate exemption in connection with the issuance of the Bonds. As of the date of initial delivery of the Bonds to the purchaser thereof and full payment therefor,it is our opinion that (1)the City is a duly organized and legally existing code city under the laws of the State of Washington;(2)the Bonds are issued in full compliance with the provisions of the Constitution and laws of the State of Washington and the ordinances of the City relating thereto;(3)the Bonds constitute valid general obligations of the City payable from annual ad valorem taxes to be levied without limitation as to rate or-amount on all of the property in the City subject to taxation,except only to the extent that enforcement of payment may be limited by bankruptcy,insolvency or other laws affecting creditors'rights;and (4)the interest on the Bonds is exempt from federal income taxation under existing federal law and rulings,including the 1986 Code,except that interest on the Bonds received by corporations in taxable years beginning after December 31,1986,may be subject to an alternative minimum tax and,in the case of certain corporations,an environmental tax. Respectfully submitted, (facsimile signature of Roberts &Shefe1man 0876m - 3 - l... I I I Maturi'y Yea" 1988 1990 199, 1996 1991 1998 Ci:~~~~,~~~i'~~:::~~~';;?n~~r~~r~~~;~~~:~~r;;,el~'r~~~~;;':.~~U~i~~~~rb~1 :~~~,i~~ ;:~~~ii~:~'~'O';'~~I/:;~~~~hl ~~~~~~~;,~~W ~r~~c~:~0~7~i~ni~~e~~~~~:~~~;~~no~"unnd ne~~~~~~;r~~~~~e1h:~:oi~~~~~O~~n~a~ebgei~~r~~~lf:.1~~~:'Y~:~'be exchanged tor Bond' In any aulho",eddenomlMtionof on equal aggregate p,incipal amount andotl"".ame ~~~":de~~;:~na~~d~~~~;g~~~~n;:'·I~ea~::ot~~~i~i~:~.~n~~~~~~~~~s;:~~:::n~:~~~~~r~~ ~~~:~"i~~r~~~£i~~~~rB"o'n~'~~~r~~~~'eTi7f.:~~:y~';;/:~;~~n~h:~I/;:i~:i:~1~::~~~~ The Boml,.hall ne ,,,ueo Mly in regi.lereolorm aslo!>olnprincipalano ;nrereu.1KJ recoroed in 'he book.and recOro.main'ained by ,~.B""o Regi.,..,Ulte "BOM Reg,.'.r"),The Bono Regi"er'Mtlc""t.,inlnonam.andm'ilin9aoore.,ofmeowner 01each Bono.and me p,inc;palamounl.ano numbe"01 BondSheld by e.ch owner Bolh princ,pal of and iM,,"t On'11.Bono,,hall ~.payable in lawful mOneyof '~e un,'ed,lat••ofAmeric •.lnlerestonlhcBond••hollbep.idbychec<or dr.ftm.il.oto ~~~r~9t,~~e;;,"~n:'~::~g::::of~:~~:·i"n·t::,:.:a:~~;:'~~/~'~~~~i~~i~i:~e;;i~e'~~~~:e:h~~ b<!p.yable"POnpre••nlal;onano,,,,,endo,oflheBond.bytl1.regl,,eredowne"al ellherOlficeot tne Bono Regi,I'ar at Iheopllon of ,uchowners Bon'"maluring in ,m;.v....19<18tnrougn 19~6,incluSi~••,h.IIb.;,sued wilhour Ih. ~\~~tr~~eo~'~~~n~fr~~~IC;~~~op~~n"io~:~:e~'fne/~~",;o~o:'~~~'iS~~':~o';'::~;;'b':::·:';'·b.~h,~ f~~i~i~~~':~~~~~£~~~~~Jr~~:~~:~:~£i'1t~fl:y~:~~~~:~*~,11~~i~ri~f:~i~:L Redempl;onOot., OnDecemberl996,andJ"nel.1997 o~:::~e:':lb~~I~i~:;~:;'t~~n.nv inter ... Term Bono'pre~i"".IY rede.m.d bVoplional call 0'OP.n mar~el purenose .l1all ~eere'.Inc;palamoun..,oMc.lledQn ••chm.nda""y '.inthe.pplicebleyo..iSnyBo"d,in'nl,etlment.of S"OOlIor env integral 1I1...lhanallotmeprincipel.moumofanyBono Bono.tlh.prlncip.1 Officeof 111.BOMRog"tr.r. ,,"ytnlr>gh.rein'othecontro t.~ingpowecolhleCiIYlo,n.p.yme",ofht.Bond.,l1allremaininlulifo'ceanoeHect aner the estobliShing ano lull fund;n~01'11.tru.t .ccount.SubjeC''0 tile right'of I~e ow,,"c'ol '~e Bond.,In.City may then apply any mon.y in any Olherfund or 'c<OUn' :~lf,b~~~I~~~~~:~~~:YmenIOr reo.mplion of 100d.fea.ed BOnd''0 .ny lawlul purpo.o. Seclion 10.Tner.....c'ealed ana ••fabll.hed in tneofliceot t~.City Fina~ce Diroolo,a ~~·nc~~11;~7n1,~t>;B~~~Fnu~~?'.ooi~~~:~~~u~~~~'i.~:~:':'~~~~v:~~u~~~'i~;15~1~I~gna~i~~I;~~~~ p'the Bono.,n.llbepaid inlolM Bond;:und.Th.re.I"'''"eat.d anoe'IOblilhedinlne office 01tne Cily FiMnce Direclor ",poc,,,1 iund '0 oe known ono d..i",~.'ed a,Ihe PublicS.tely Facillily Fund.1981,or TheCily.Tnoprincioalpro<.ed.anopr.m;um... any.re<eiveofrom'M'aieanodelive'yojlh.Bono.,<l1allb~paidin,otnePuolicSat. ,yFacilllyFund,I981,anousedforlh.pu,oo.e,wecitiedinSectionlofIhi,oroinance anotop"Vll1eco,I;;Of;,suanc.andsaIeOftneBOndl.penoing'OOe~p.nd;'urcotwc" prinCipal proc.eo.,Ih.City may inv...,uch proc.edS tempora,;I,in an,.i.galinv." ment ano too iMestmen,..rnin9'may ~e ref.i""d in too Public SaMty F.<lliTy fund. 1'1l!7,and.xp.ndedforlhepurpo~e,ofSuchfund.AII'ax.5coll.ete~fo'andallocatM'p :::~~~~~n~n~'h.principai of and inle,'"on 'he Bond.l1er.aller .hall oe d.posifed in SKlion 11.Drexel a~rnham Lam!>erlfKircMer Moore&company 5ut>sldlary.of5•• 1' tle,wa.nington."a'pr••ent.dapurol1•••contraet{t"""Purch....contracl")'o'hoCi ty Ofl.ring topurcl1a.o tho Bon'""noer 'he '.rm,and.condilioos provid.d in tlte f'ur ~~~~~r;~:~r~;~~r:.h~~\iii~i'i:~;.':,'c<.~·i~.c~~,';ai~~~~i~::~~:;~"a~I1~~~~Yn~lf~~oat~:i~~~ ".......Con".cli.inlh.Cily'.t>e'tint.r••landtn.refore.ccep"theoH.rcOnta'nedin ;~c~~~'<ha,eC",,'ract .nd au'110ri,e,tt>ee"e<~lion ot 1M PurcMse conlracl by City ot TheB""d.wllipclnledatCi'ye"pen.eandwillb.delivere<ttoIOOpurcha.er;~ac<or· dancew;'l1fhePurcha,eConf,act.w;'happrovingleg-.lop;ni""OIROberl'&5nefeimM. municipal bOnd coun.e,Of S.allle,wa'h;nglon,r.lali~.to tM i..~ance ot 'l1e 60n~.,prinled on eecl1 Bond.Bondcoun.ellhallno'b.rO<lu;r.dtoreviewand.hall.~pru.no ~~~:,~:~1~~:~~";a~f:!e?ri:~:1;~~:~",,'r~~~':.'i~Yc~~~~cW~~CI;\t~t~~m:~~d~f:~i~gb~~d T"epropercllyoflicial.areouthori<edanddir.cledlOdoe"ervlh;ngn.c....ryfo"heprdmptd.hveryotlheBoncs'otnepurcna.eranaforlheprop.rap;>licalion.ndu.eof ,neproce.d.ol,ne ••I.ther""f Secli"",12.Thi.ord;nance.halll.~.el!eclandoeinfocce'com andalt.r i..pes •• ee .nd';'eI51 day.followinQ i"puolic.li""a.relluired by law.PASSED oy 'h.C,IVCouncl'and APPROVIeD by I~e M~yO'ollhe CilYof M.ry.~;ue, Wa'"ington.al a ,egul.r oP.~J'Nu:~;';.;;'":~~i":~~~~::;'15th day of D.c.m~e,1986 ~~%~::e!;gS!f?:,'~~{£~;S ~i.fv..I~~~~~erf._'_ j AFFIDAVIT OF"PUBLICATION No._ STATE OF WASHINGTON, County of Snohomish, S8. on oath deposes and says that sheis the ,..s~_CLe_t_,!rL _ of THE MARYSVILLE GLOBE,a weekly newspaper. That said newspaper is a legal newspaper which has been ap- proved by order of the Superior Court in Snohomish County June 18, 1962 in compliance with Chapter 213 of Washington Laws of 1941, and it is now and has been for more than six months prior to the date of the publication hereinafter re- ferred to,published in the English language continually as a weekly newspaper in Marysville,Snohomish County,Wash- ington,and it is now and during all of said time was printed in an office maintained at the aforesaid place of publication of said newspaper.That the annexed is a true copy of a ________Qr:.<!!~~!l~_e __It~~g~as it was published in regular issues (and not in supplement form)of said newspaper once each week for a period of _9.!1_e con- secutive weeks,commencing on the _~Lt~day of _~:::!?~_~r 86 .17th December 8619 .and ending' on the . day of :.., 19 , both dates inclusive,and that such newspaper was regularly distributed to its subscribers during all of said period.That the .full amount of the fee charged for the foregoing publi- cation is the sum of $45.6..o_0_Q ,which amount has been paid in full _cj)__. ~wth/z;7------------------------------------- Subscribed and sworn to before me this ____~~_-_day 0 __..19~~ ~.,- Notary~l~ln ~~~·~o ··the s~~·~~~~.~~~~;~.;;~~...-.. Residing at MarySVille.