HomeMy WebLinkAboutO-2061 - Bond issuance (Special),cruv :CITY OF MARYSVILLE,WASHINGTON
ORDINANCE NO •.2 00 L
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AN ORDINANCE of the City of Marysville,Washington,
relating to contracting indebtedness;providing for the
issuance of $2,500,000 par value of Unlimited Tax General
Obligation Refunding Bonds,1996,of the City to provide
funds with which to pay costs of advance re~unding the
city's outstanding Unlimited Tax General -Obligation
Bonds,1987,and paying the administrative costs of such
refunding and the costs of issuance and sale of such
bonds;providing for and authorizing the purchase of
certain obligations out of the proceeds of the sale of
the bonds herein authorized and for the use and
application of the money derived from those investments;
authorizing the execution of an agreement with First
Trust Washington of Seattle,Washington,as refunding
trustee;providing for the call,payment and redemption
of the outstanding bonds to be refunded;establishing a
bond redemption fund;and approving the sale and
providing for the delivery of the bonds to Pacific Crest
Securities of Seattle,Washington.
This document prepared by:
Foster Pepper &Shefelman
2222 Third Avenue,suite 3400
Seattle,Washington 98202
(206)447-4400
0219950.03
TABLE OF CONTENTS
Section 1.Authorization of Bonds
section ~Description of Bonds...
section 3.Registration and Transfer of Bonds
section 4.Payment of Bonds .·. ... ..
3
3
4
5
section 5.Optional Redemption,Mandatory Redemption and Open
Market Purchase of Bonds •5
Notice of Redemption 7
Failure to Redeem Bonds 7
Preservation of Tax Exemption for Interest on
Form and Execution of Bonds
Pledge of Taxes •
9
8
8
16
15
14
13
12
•
· . .. . .... . ..
· .. .
. . ....
Bond Registrar •
Call for Redemption of the Refunded Bonds
City Findings with Respect to Refunding
Refunding of the Refunded Bonds
Bond Fund and Deposit of Bond Proceeds
section 6.
section 7.
section 8.
section 9.
section 10.
section 11.
section 12.
Section 13.
section 14.
section 15.
Bonds
section 16.Designation of Bonds as "Qualified Tax-Exemp~
Obligations • • • • • • • •• •16
section 17.Bonds Negotiable •••••• •
17
section 18.Refunding or Defeasance of the Bonds 17
section 19.Approval of Bond Purchase Contract • • •18
section 20.Preliminary Official Statement Deemed Final 19
section 21.Undertaking to Provide Continuing Disclosure 20
section 22.Temporary Bond ..... ..23
section ~3.Effective Date of Ordinance 24
0219950.03
CITY OF MARYSVILLE,WASHINGTON
ORDINANCE NO.
AN ORDINANCE of the City of Marysville,Washington,
relating to contracting indebtedness;providing for the
issuance of $2,500,000 par value of Unlimited Tax General
Obligation Refunding Bonds,1996,of the City to provide
funds with which to pay costs of advance refunding the
city's outstanding Unlimited Tax General Obligation
Bonds,1987,and paying the administrative costs·of such
refunding and the costs of issuance and sale of such
bonds;providinq for and authorizing the purchase of
certain obligations out of the proceeds of the sale of
the bonds herein authorized and for the use and
application of the money derived from those investments;
authorizing the execution of an agreement with First
Trust Washington of Seattle,Washington,as refunding
trustee;providing for the call,payment and redemption
of the outstanding bonds to be refunded;establishing a
bond redemption fund;and approving the sale and
providing for the delivery of the bonds to Pacific Crest
Securities of Seattle,Washington.
WHEREAS,pursuant to Ordinance No.1502,the city heretofore
issued its $3,000,000 par value Unlimited Ta~General Obligation
Bonds,1987 (the "1987 Bonds"),for the purpose of paying a part of
the cost of constructing a Public Safety Facility and related
improvements,and by that ordinance reserved the right to redeem
the 1987 Bonds prior to their maturity on December 1,1996,at a
price of 101%of par plus accrued interest to the date fixed for
redemption;and
WHEREAS,there are presently outstanding $2,345,000 par value
of 1987 Bonds maturing on December 1 of each of the years 1997
through 2001,inclusive,2007 and 2011,and bearing various
interest rates from 6.70%to 7.50%(the liRefunded Bonds ll ) ;and
WHEREAS,after due consideration,it appears to the City
Council that the Refunded Bonds may be refunded by the issuance and
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sale.of the unlimited tax general obligation refunding bonds
authorized herein (the "Bonds")so that a substantial savings will
be effected by the difference between the principal and interest
cost over the life of the Bonds and the principal and interest cost
over the life of the Refunded Bonds but for such refunding,which
refunding will be effected by:
(a)The issuance of the Bonds and the payment of the
costs of the issuance·of the Bonds and the costs of
the refunding;
(b)The payment of the inter~st on the Refunded Bonds
when due up to and including December 1,1996,and
the call,payment and redemption on December 1,
1996,of all of the then-outstanding Refunded Bonds
at a price of 101%of par;
and
WHEREAS,to effect that refunding in the manner that will be
most advantageous to the City it is found necessary and advisable
that certain Acquired Obligations (hereinafter defined)bearing
interest and·maturing at such time or times as necessary to
accomplish the refunding as aforesaid be purchased out of a portion
of the proceeds of the Bonds;and
WHEREAS,the City Council deems it to be in the best interests
of the city to issue and sell the Bonds to pay part of the cost of
advance refunding the Refunded Bonds and to pay the administrative
costs of such refunding and the costs of issuance and sale of the
Bonds;and
WHEREAS,Pacific Crest Securities of seattle,Washington,has
offered to purchase the Bonds under the terms and conditions
hereinafter set forth and in the bond purchase contract;NOW,
THEREFORE,
0219950.03
2
THE CITY COUNCIL OF THE CITY OF MARYSVILLE,WASHINGTON,DO
ORDAIN as follows:
section 1.Authorization of Bonds.The City of Marysville,
Washington (the "city"),shall issue and sell $2,500,000 par value
of negotiable general obligation refundinq bonds for the purpose of
providing the money required to accomplish the following refunding
plan (the "Refunding Plan"):
(a)the placement of sufficient proceeds of the
Bonds which,with other money of the city,if necessary,
will acquire the certain United States Treasury
Certificates of Indebtedness,Notes and Bonds--State and
Local Government Series and other direct,noncallable
obligations of the United states of America purchased to
accomplish the refunding of the Refunded Bonds as
authorized by this ordinance (the "Acquired Obligations")
to be deposited,with cash,if necessary,with the
Refunding Trustee;
(b)the payment of the principal of and interest on
the Refunded Bonds when due up to and including
December 1,1996,and the call,payment and redemption on
December 1,1996,of all of the then-outstanding Refunded
Bonds at a price of 101%of par;and
(c)the payment of the costs of issuing the Bonds
and the costs of carrying out the foregoing elements of
the Refunding Plan.
Section 2.Description of Bonds.The bonds shall be called
Unlimited Tax General Obligation Refunding Bonds,1996,of the city
(the "Bonds");shall be in the aggregate principal amount of
$2,500,000;shall be dated February 1,1996;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
0219950.03
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necessary for purposes of identification;shall bear interest
(computed on the basis of a 360-day year of twelve 30-day months)
payable semiannually on each June 1 and December 1,commencing
June 1,1996,to the maturity or earlier redemption of the Bonds;
and shall mature on December 1 in years and amounts and bear
interest at the rates per annum as follows:
Maturity Interest
Years Amounts Rates
1996 $60,000 3.50%
1997 125,000 3.70
1998 125,000 3.90
1999 135,000 4.00
2000 135,000 4.15
2001 140,000 4.25
2002 145,000 4.35
2003 155,000 4.45
2004 160,000 4.55
2005 165,000 4.65
2006 170,000 4.75
*******2011 985,000 5.15
All of the principal amount of BOnds maturing in the year 1996
and $95,000 principal amount maturing in 1997 shall constitute non-
voted debt of the city.
section 3.Registration and Transfer of Bonds.The Bonds
shall be issued only in registered form as to both principal and
interest and shall be recorded on books or records maintained by
the Bond Registrar (the "Bond Register").The Bond Register shall
cOlltain the name and mailing address of the owner of each Bond and
the principal amount and number of each of the Bonds held by each
owner.
Bonds surrendered to the Bond Registrar may be exchanged for
Bonds in any authorized denomination of an equal aggregate
0219950.03
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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.Any exchange or transfer
shall be without cost to the owner or transferee.The Bond
Registrar shall not be obligated to exchange or transfer any Bond
during the 15 days preceding any principal payment or redemption
date.
section 4.Payment of Bonds.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 checks or
drafts of the Bond Registrar mailed on the interest payment date to
the registered owners at.the addresses appearing on the Bond
Register on the 15th day of the month 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 of the principal offices of the Bond Registrar at the option
of the owners.
Section 5.optional Redemption,Mandatory Redemption and open
Market Purchase of Bonds.The Bonds shall be issued without the
right or option of the City to redeem the Bonds prior to their
stated maturity dates.
Bonds maturing in 2011 are Term Bonds and,if not purchased in
the open market under the provisions set forth below,shall be
called for redemption by lot (in such manner as the Bond Registrar
shall determine)at par plus accrued interest on December 1 in
years and amounts as follows:
0219950.03
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Mandatory
Redemption
Years
2007
2008
2009
2010
2011 (maturity)
Mandatory
Redemption
Amounts
$180,000
190,000
195,000
205,000
215,000
If the City shall purchase Term Bonds in the open market as
set forth below,the par amount of the Term Bonds so purchased
(irrespective of their actual purchase prices)shall be credited
against one or more scheduled mandatory redemption amounts for
those Term Bonds (as allocated by the city)beginning not earlier
than 60 days after the date of purchase and the City shall promptly
notify the Bond Registrar in writing of the manner in which the
credit for the Term Bonds so purchased has been allocated.
Portions of the principal amount of any Bond,in installments
of $5,000 or any integral mUltiple thereof,may be redeemed.If
less than all of the principal amount of any Bond is redeemed,upon
surrender of that Bond at either of the principal offices 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 the same maturity and interest rate in any of
the denominations authorized by this ordinance in the aggregate
principal amount remaining unredeemed.
The.City reserves the right and option to purchase any or all
of the Bonds in the open market at any time at any price acceptable
to the city plus accrued interest to the date of purchase.
All Bonds purchased or redeemed under this section shall be
cancelled.
0219950.03
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section 6.Notice of Redemption.The city shall cause notice
of any intended redemption of Bonds to 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
at the time the Bond Registrar prepares the notice,and the
requirements of this sentence shall be deemed to have been
fulfilled when notice has been mailed as so provided,whether or
not it is actually received by the owner of any Bond.Interest on
Bonds called for redemption shall cease to accrue on the date fixed
for redemption unless the Bond or Bonds called are not redeemed
when presented pursuant to the call.In addition,the redemption
notice shall be mailed within the same period,postage prepaid,to
Moody's Investors Service,Inc.,and Standard &-Poor's Ratings
Group at their offices in New York,New York,or their successors,
to Pacific Crest securities,at its principal office in Seattle,
Washington,or its successor,and to such other persons and with
such additional information as the city Finance Director shall
determine,but these additional mailings shall not be a condition
precedent to the redemption of Bonds.
Section 7.Failure to Redeem Bonds.If any Bond is not
redeemed when properly presented at its maturity or call date,the
City shall be obligated to pay interest on that Bond at the same
rate provided in the Bond from and after its maturity or call date
until that Bond,both principal and interest,is paid in full or
until sufficient money for its payment in full is on deposit in the
bond redemption fund hereinafter created and the Bond has been
0219950-1)3
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called for payment by giving notice of that call to the registered
owner of each of those unpaid Bonds.
section 8.Pledge of Taxes.For as long as any of the Bonds
are outstanding,the City irrevocably pledges to levy taxes
annually without limitation as to rate or amount on .all of the
t<lxable property within the city in an amount sUfficient,together
with other money legally available and to be used therefor,to pay
when due the principal of and interest on the Bonds,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 9.Bond Fund and Deposit of Bond Proceeds.A
sufficient amount of the proceeds of the Bonds,exclusive of the
accrued interest,shall be deposited with the Refunding Trustee in
accordance with the provisions of Section 10 herein.There is
created and established in the office of the city Finance Director
a special fund designated as the Unlimited Tax General obligation
Refunding Bond Fund,1996 (the "Bond Fund").Accrued interest on
the Bonds,if any ,received from the sale and delivery of the Bonds
shall be paid into the Bond Fund.All taxes collected for and
allocated to the payment of the principal of and interest on the
Bonds shall be deposited in the Bond Fund.
until needed to pay the costs of issuance,the City may invest
those remaining principal proceeds of the Bonds temporarily in any
legal investment,and the investment earnings may be retained in
the Bond Fund and spent for the purposes of that fund.
0219950.03
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section 10.Refunding of the Refunded Bonds.
(a)Appointment of Refunding Trustee.First Trust washington
of Seattle,Washington,is appointed Refunding Trustee.
(b)Use of Bond Proceeds;Acquisition and Substitution of
Acquired Obligations.A sufficient amount of the proceeds of the
sale of the Bonds shall be deposited immediately upon the receipt
thereof with the Refunding Trustee and used to discharge the
obligations of the city relating to the Refunded Bonds under
Ordinance No.1502 by providing for the payment of the amounts
required to be paid by the Refunding Plan.To the extent
practicable,such obligations Shall be discharged fully by the
Refunding Trustee's simultaneous purchase of United States Treasury
Certificates of Indebtedness and/or Notes--State and Local
Government Series or other direct,noncallable obligations of the
United States of America (the "Acquired Obligations"),bearing such
interest and maturing as to principal and interest in such amounts
and at such times so as to provide,together with a beginning cash
balance,if necessary,for the payment of the amount required to be
paid by the Refunding Plan.The Acquired Obligations are listed
and more particularly described in Schedule A attached to the
Refunding Trust Agreement between the City and the Refunding
Trustee,but are subject to sUbstitution as set forth below.Any
Bond proceeds deposited with the Refunding Trustee that are not
needed to purchase the Acquired Obligations and provide a beginning
cash balance,i~any,and pay the costs of issuance of the Bonds
shall be returned to the City at the time of delivery of the Bonds
0219950.03
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to the initial purchaser thereof and deposited in the Bond Fund to
pay interest on the Bonds on the first interest payment date.
(c)Substitution of Acquired Obligations.Prior to the
purchase of any such Acquired Obligations,the City reserves the
right to sUbstitute other direct,noncallable obligations of the
united States of America ("Government Obligations")for any of the
Acquired Obligations and to use any savings created thereby for any
lawful city purpose if,(a)in the opinion of Foster Pepper &
Shefelman,the city's bond counsel,the interest on the Bonds and
the Refunded Bo.nds will remain excluded from gross income.for
federal income tax purposes under sections 103,148 and 149(d)of
.the Code,and (b)such substitution shall not impair the timely
payment of the amounts required to be paid by the Refunding Plan,
as verified by a nationally recognized firm of independent
certified public accountants.
After the purchase .of the Acquired Obligations by the
Refunding Trustee,the City reserves the right to substitute
therefor cash or Government Obligations subject to the conditions
that such money or securities held by the Refunding Trustee shall
be sufficient to carry -out the Refunding Plan,that such
sUbstitution will not cause the Bonds and the Refunded Bonds to be
arbitrage bonds within the meaning of Section 148 of the Code and
regulations thereunder in effect on the date of such substitution
and applicable to obligations issued on the issue date of the
Bonds,and that the city obtain,at its expense:(1)a
verification by a nationally recognized independent certified
public accounting firm acceptable to the Refunding Trustee
0219950.03
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confirming that the payments of principal of and interest on the
Government Obligations,if paid when'due,and any other money held
by the Refunding Trustee will be sufficient to carry out the
Refunding Plan;and (2)an opinion from Foster Pepper &Shefelman,
bond counsel to the city,its successor,or other nationally
recognized bond counsel to the City,to the effect that the
disposition and SUbstitution or purchase of such securities,under
the statutes,rUles and regulations then in force and applicable to
the Bonds,will not cause the interest on the Bonds or the Refunded
Bonds to be included in gross income for federal income,tax
purposes and that such disposition and substitution or purchase is
in compliance with the statutes and regulations applicable to the
Bonds.Any surplus money resulting from the sale,transfer,other
disposition or redemption of the Acquired Obligations and the
substitutions therefor shall be released from the trust estate and
transferred to the City to be used for any lawful City purpose.
(d)Administration of Refunding Plan.The Refunding Trustee
is authorized and directed to purchase the Acquired Obligations (or
sUbstitute obligations)'and to make the payments required to be
made by the Refunding Plan from the Acquired Obligations (or
sUbstitute obligations)and money deposited with the Refunding
Trustee pursuant to this ordinance.All Acquired Obligations (or
substitute obligations)and the money deposited with the Refunding
Trustee and any income therefrom shall be held irrevocably,
invested and applied in accordance with the provisions of Ordinance
No.1502,this ordinance,chapter 39.53 RCW and other applicable
statutes of the state of Washington and the Refunding Trust
0219950,03
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Agreement.All necessary and proper fees,compensation and
expenses of the Refunding Trustee for the Bonds and all other costs
incidental to the setting up of the escrow to accomplish the
refunding of the Refunded Bonds and costs related to the issuance
and delivery of the Bonds,including bond printing,verification
fees,bond counsel's fees and other related expenses,shall be paid
out of the proceeds of the Bonds.
(e)Authorization for Refunding Trust Agreement.To carry
out the Refunding Plan provided for by this ordinance,the Mayor or
Finance Director of the city is authorized and directed to execute
and deliver to the Refunding Trustee a Refunding Trust Agreement
sUbstantially in the form on file with the city Clerk and by this
reference made a part hereof setting forth the duties,obligations
and responsibilities of the Refunding Trustee in connection with
the payment,redemption and retirement of the Refunded Bonds as
provided herein and stating that the provisions for payment of the
fees,compensation and expenses of such Refunding Trustee set forth
therein are satisfactory to it.Prior to executing the Refunding
Trust Agreement,the Mayor or Finance Director of the city is
authorized to make such changes therein which do not change the
substance and purpose thereof or which assure that the escrow
provided therein and the Bonds are in compliance with the
requirements of federal law governing the exclusion of interest on
the Bonds from gross income.for federal income tax purposes.
section 11.Call for Redemption of the Refunded Bonds.The
city calls for redemption on December 1,1996,all then-outstanding
Refunded Bonds at a price of 101%of par plus accrued interest.
0219950.03
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Such call for redemption shall be irrevocable after the delivery of
the Bonds to the initial purchaser thereof.The date on which the
Refunded Bonds are called for redemption is the earliest date on
which those bonds may be called for redemption.
The proper officials of the city are authoriz.ed and directed
to give or cause to be given such notices as required,at the times
and in the manner required pursuant to Ordinance No.1502 in order
to effect the redemption prior to their maturity of the Refunded
Bonds.
section 12.city Findings with Respect to Refunding..The
city council finds and determines that the issuance and sale of the
Bonds at this time will effect a savings to the city and is in the
best interest of the city .and its taxpayers and is in the best
interest of the city and in the public interest.In making such
finding and determination,the city Council has given consideration
to the fixed maturities of'the Bonds and the Refunded Bonds,the
costs of issuance of the Bonds and the known earned income from the
investment of the proceeds of the issuance and sale of the Bonds
pending payment and redemption of the Refunded Bonds.
The city Council further finds and determines that the money
to be deposited with the Refunding Trustee for the Refunded Bonds
in accordance with section 10 of this ordinance will discharge and
satisfy the obligations of the city under Ordinance No.1502 with
respect to the Refunded Bonds,and the pledges,charges,trusts,
covenants and agreements of the City therein made or provided for
as to the Refunded Bonds,and that the Refunded Bonds shall no
0219950.03
13.
longer be deemed to be outstanding under such ordinance immediately
upon the deposit of such money .with the Refunding Trustee.
section 13.Form and Execution of Bonds.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 Clerk,either or both of whose
signatures may be manual or in facsimile,and the seal of the City
or a facsimile reproduction thereof shall be impressed or printed
thereon.
Only Bonds bearing a certificate of Authentication in.the
following form,manually signed 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
Refunding Bonds,1996,described in the Bond Ordinance.
WASHINGTON STATE FISCAL AGENCY
Bond Registrar
By :-::-_,......,,-::---::-:_
Authorized Signer
The authorized signing of a Certificate of Authentication shall be
conclusive evidence that the Bonds so authenticated have been duly
executed,authenticated and delivered and are entitled to the
benefits of this ordinance.
If any officer whose facsimile signature appears on the Bonds
ceases to be an officer of the city authorized to sign bonds before
the Bonds bearing his or her facsimile signature are authenticated
or delivered by the Bond Registrar or issued by the city,those
0219950.03
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Bonds nevertheless may be authenticated,issued and delivered and,
when authenticated,issued and delivered,shall be as binding on
the city as though that person had continued to be an officer of
the city authorized to sign bonds.Any Bond also may be signed on
behalf of the City by any person who,on the actual date of signing
of the Bond,is an officer of the city authorized to sign bonds,
although he or she did not hold the required office on the date of
issuance of the Bonds.
Section 14.Bond Registrar.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 be open to inspection by the City at all times.The
Bond Registrar is authorized,on behalf of the City,to
authenticate and deliver Bonds transferred or exchanged in
accordance with the provisions of the 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.
0219950.03
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section 15.Preservation of Tax Exemption for Interest on
Bonds.The city covenants that it will take all actions necessary
to prevent interest on the Bonds from being included in gross
income for federal income tax purposes,and it will neither take
any action nor make or permit any use of proceeds of the Bonds or
other funds of the city treated as proceeds of the Bonds at any
time during the term of the Bonds which will cause interest on the
Bonds to be included in gross income for federal income tax
purposes.The City also covenants that it will,to the extent the
arbitrage rebate requirement of Section 148 of the Internal Revenue
Code of 1986,as amended (the "Code"),is applicable to the Bonds,
take all actions necessary to comply (or to be treated as having
complied)with that requirement in connection with the Bonds,
including the calculation and payment of any penalties that the
City has elected to pay as an alternative to calculating rebatable
arbitrage,and the payment of any other penalties if required under
Section 148 of the Code to prevent interest on the Bonds from being
included in gross income for federal income tax purposes.The City
certifies that it has not been notified of any listing or proposed
listing by the Internal Revenue Service to the effect that it is a
bond issuer whose arbitrage certifications may not be relied upon.
Section 16.Designation of Bonds as "Oualified Tax-Exempt
Obligations."The city has determined and certifies that (a)the
Bonds are not "private activity bonds"within the meaning of
Section 141 of the Code;(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
0219950.03
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entity which the city controls,which derives its authority to
issue tax-exempt obligations from the city or which issues
tax-exempt obligations on behalf of 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 by the City as "qualified
tax-exempt obligations"for the purposes of Section 265(b)(3)of
the Code 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 Code.
section 17.Bonds Negotiable.The Bonds shall be negotiable
instruments to the extent provided by RCW 62A.8-102 and 62A.8-105.
section 18.Refunding or Defeasance of the Bonds.The City
may issue refunding bonds pursuant to the laws of the State of
Washington or use money available from any other lawful source to
pay when due the principal of and interest on the Bonds,or any
portion thereof included in a ~efunding or defeasance plan,and to
redeem and retire,refund or defease all such then-outstanding
Bonds (hereinafter collectively called the "defeased Bonds")and to
pay the costs of the refunding or defeasance.If money and/or
"government obligations"(as defined in chapter 39.53 RCW,as now
or hereafter amended)maturing at a time or times and bearing
interest in amounts (together with money,if necessa~)sufficient
to redeem and retire,refund or defease the defeased Bonds in
accordance with their terms are set aside in a special trust fund
or escrow account irrevocably pledged to that redemption,
0219950.03
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retirement or defeasance of defeased Bonds (hereinafter called the
"trust account"),then all right and interest of the owners of the
defeased ~onds in the covenants of this ordinance and in the funds
and accounts obligated to the payment of the defeased Bonds shall
cease and become void.The owners of defeased Bonds shall have the
right to receive payment of the principal of and interest on the
defeased Bonds from the trust account.The city shall include in
the refunding or defeasance plan such provisions as the City deems
necessary for the random selection of any defeased Bonds that
constitute less than all of a particular maturity of the Bonds,·for
notice of the defeasance to be given to the owners of the defeased
Bonds and to such other persons as the City shall determine,and
for any required replacement of Bond certificates for defeased
Bonds.The defeased Bonds shall be deemed no longer outstanding,
and the city may 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 19.Approval of Bond Purchase Contract.Pacific
Crest Securities of Seattle,Washington,has presented a purchase
contract (the "Bond Purchase Contract")to the City offering to
purchase the Bonds under the terms and conditions provided in the
Bond Purchase contract,which written Bond Purchase Contract is on
.file with the city Clerk and is Lncczpoz'atied herein by this
reference.The City Council finds that entering into the Bond
Purchase Contract is in the city's best interest and therefore
accepts the offer contained therein and authorizes its execution by
City officials.
0219950.03
1.8
The Bonds will be printed at city expense and will be
delivered to the purchaser in accordance with the Bond Purchase
Contract,with the approving legal opinion of Foster Pepper &
Shefelman,municipal bond counsel of Seattle,Washington,regarding
.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 Borids,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
pur"chaser and for the proper application and use of the proceeds of
the sale thereof.
Section 20.Preliminary Official Statement Deemed Final.The
city Council has been provided with copies of a preliminary
official statement dated January 24,1996 (the "Preliminary
Official Statement"),prepared in connection with the sale of the
Bonds.For the sole purpose of the Bond purchaser's compliance
with securities and Exchange Commission Rule 15c2-12 (b)(1),the
city "deems final"that Preliminary Official Statement as of its
date,except for the omission of information as to offering prices,
interest rates,selling compensation,aggregate principal amount,
principal amount per maturity,maturity dates,options of
redemption,delivery dates,ratings and other terms of the Bonds
dependent on such matters.
0219950.03
19
section 21.Undertaking to Provide Continuing Disclosure.
To meet the requirements of United states Securities and Exchange
Commission ("SEC")Rule 15c2-12 (b) (5)(the "Rule"),as applicable
to a participating underwriter for the Bonds,the City makes the
following written undertaking (the "Undertaking")for the benefit
of holders of the Bonds:
(a)Undertaking to Provide Annual Financial
Information and Notice of Material Events.The City
undertakes to provide or cause to be provided,either
directly or through a designated agent:
(i)To each nationally recognized municipal
securities information repository designated by the
SEC in accordance with the Rule ("NRMSIR")and to
a state information depository,if any,established
in the state of Washington (the "SID")annual
financial information and operating data of the
type included in the final official statement for
the Bonds and described in Section 21(b)("annual
financial information");
(ii)To each NRMSIR or the Municipal
securities Rulemaking Board ("MSRB"),and to the
SID,timely notice of the occurrence of any of the
following events with respect to the Bonds,if
material:(1)principal and interest payment
delinquencies;(2)non-payment related defaults;
(3)unscheduled draws on debt service reserves
reflecting financial difficulties;(4)unscheduled
draws on credit enhancements reflecting financial
difficulties;(5)substitution of credit or
liquidity providers,or their failure to perform;
(6)adverse tax opinions or events affecting the
tax-exempt status of the Bonds;(7)modifications
to rights of holders of the Bonds;(8)Bond calls
(other than scheduled mandatory redemptions of Term
Bonds);(9)defeasances;(10)release,
SUbstitution,or sale of property.securing
repayment of the Bonds;and (11)rating changes;
and
(iii)To each NRMSIR or to the MSRB,and to
the SID,timely notice of a failure by the city to
provide required annual financial information on or
before the date specified in Section 21(b).
0219950.03
20
0219950.03
(b)Type of Annual Financial Information Undertaken
to be Provided.The annual financial information that
the city undertakes to provide in section 21(a):
(i)Shall consist of (1)annual financial
statements for the prior fiscal year;(2)the
assessed valuation of taxable property in the city;
(3)Property taxes due,property taxes collected
and property taxes delinquent;(4)Property tax
levy rate per $1,000 of assessed valuation;and (5)
outstandinq unlimited tax qeneral obliqation debt
of the city;
(ii)Shall be prepared in accordance with
the BUdqet Accountinq and Reportinq System
prescribed by the Washinqton State Auditor pursuant
to RCW 43.09.200 (or any successor statute)and
qenerally of the type included in the Official
Statement for the Bonds under the headinq
"Comparative Statement of General Fund Revenue and
Expenditures");
(iii)Shall not be audited,except,however,
that if and when audited financial statements are
otherwise prepared and available to the City they
will be provided;
(iv)Shall be provided to each NRMSIR and
the SID,not later than the last day of the 9th
month after the end of each fiscal year of the city
(currently,a fiscal year endinq December 31),as
such fiscal year may be chanqed as required or
permitted by State law,commencinq with the city's
fiscal year endinq December 31,1996;and
(v)May be provided in a sinqle or mUltiple
documents,and may be incorporated by reference to
other documents that have been filed with each
NRMSIR and the SID,or,if the document
incorporated by reference is a "final official
statement"with respect to other obliqations of the
City,that has been filed with the MSRB.
(c)Amendment of Undertaking.The Undertakinq is
subject to amendment after the primary offerinq of the
Bonds without the consent of any holder of any Bond,·or
of any broker,dealer,municipal securities dealer,
participatinq underwriter,ratinq aqency.,NRMSIR,the SID
or the MSRB,under the circumstances and in the manner
permitted by the Rule.
The city will qive notice to each NRMSIR or the
MSRB,and the SID,of the substance (or provide a copy)
of any amendment to the Undertakinq and a brief statement
21
0219950.03
of the reasons for the amendment.If the amendment
changes the type of annual financial information to be
provided,the notice also will include a narrative
explanation of the effect of that change on the type of
information to be provided.
(d)Beneficiaries.The undertaking evidenced by
this section 21 shall inure to the benefit of the City
and any holder of Bonds,and shall not inure to the
benefit of or create any rights in any other person.
(e)Termination of Undertaking.The City's
obligations under this Undertaking shall terminate upon
the legal defeasance of all of the Bonds.In addition,
the City's obligations under this Undertaking shall
terminate if those provisions of the Rule which require
the city to comply with this Undertaking become legally
inapplicable in respect of the Bonds for any reason,as
confirmed by an opinion of nationally recognized bond
counselor other counsel familiar with federal securities
laws delivered to the City,and the City provides timely
notice of such termination to each NRMSIR or the MSRB and
the SID.
(f)Remedy for Failure to Comply with Undertaking.
As soon as practicable after the city learns of any
failure to comply with the Undertaking,the city will
proceed with due diligence to cause such noncompliance to
be corrected.No failure by the City or other obligated
person to comply with the Undertaking shall constitute a
default in respect of the·Bonds.The sole remedy of any
holder of a Bond shall be to take such actions as that
holder deems necessary,including seeking an order of
specific performance from an appropriate court,to compel
the city or other obligated person to comply with the
Undertaking.
(g)Designation of Official Responsible to
Administer undertaking.The Finance Director of the city
or his or her designee (or such other officer of the City
who may in the future perform the duties of the Finance
Director)is authorized and directed in his or her
discretion to take such further actions as may be
necessary,appropriate or convenient to carry out the
Undertaking of the City in respect of the Bonds set forth
in this Section 21 and in accordance with the RUle,
including,without limitation,the following actions:
(i)Preparing and filing the annual
financial information undertaken to be provided;
22
(ii)Determining whether any event specified
in section 21(a)has occurred,assessing its
materiality with respect to the Bonds,and,if
material,preparing and disseminating notice of its
occurrence;.
(iii)Determining whether any person other
than the City is an "obligated person"within the
meaning of the Rule with respect to the Bonds,and
obtaining from such person an undertaking to
provide any annual financial information and notice
of material events for that person in accordance
with the Rule;
(iv)Selecting,engaging and compensating
designated agents and consultants,including but
not limited to financial advisors and legal
counsel,to assist and advise the city in carrying
out the Undertaking;and
(v)Effecting any necessary amendment of
the Undertaking..
Section 22.Temporarv Bond.Pending the printing,execution
and delivery to the purchaser of definitive Bonds,the City may
cause to be executed and deU,vered to the purchaser a single
temporary Bond in the total principal amount of the Bonds.The
temporary Bond shall bear the same date of issuance,interest
rates,principal payment dates and terms and covenants as the
definitive Bonds,shall be issued as a fully registered Bond in the
name of the purchaser,and otherwise shall be in a form acceptable
to the purchaser.The temporary Bond shall be exchanged for
definitive Bonds as soon as they are printed,executed and
available for delivery.
0219950.03
23
section 23.Effective Date of Ordinance.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 at a duly called special open
public meeting thereof,-of which due notice was given as provided
by law,and APPROVED by the Mayor this 6th day of February,1996.
OrMi())&&~_
Mayor
ATTEST:
APPROVED AS TO FORM:
-City Attorney
0219950.03
24
I,MARY P.SWENSON,City Clerk of the City of Marysville,
Washington,certify that the attached copy of Ordinance No.
is a true and correct copy of the original ordinance passed on the
6th day of February,1996,as such ordinance appears on the Minute
Book of the city.
DATED this day of February,1996.
MARY P.SWENSON,City Clerk
The Bonds will be printed at city expense and will be
delivered to the purchaser in accordance with the Bond Purchase
contract,with the approving legal opinion of Foster Pepper &
Shefelman,municipal bond counsel of Seattle,Washington,regarding
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 20.Preliminary Official Statement Deemed Final.The
city Council has been provided with copies of a preliminary
official statement dated January 24,1996 (the "pt'eliminary
Official statement"),prepared in connection with the sale of the
Bonds.For the sole purpose of the Bond purchaser's compliance
with Securities and Exchange Commission Rule 15c2-12 (b)(1),the
city "deems final"that Preliminary Official Statement as of its
date,except for the omission of information as to offering prices,
interest rates,selling compensation,aggregate principal amount,
principal amount per maturity,maturity dates,options of
redemption,delivery dates,ratings and other terms of the Bonds
dependent on such matters.
0219950.03
19
section 21.Undertaking to provide Continuing Disclosure.
To meet the requirements of United states Securities and Exchange
commission ("SEC")Rule 15c2-12 (b)(5)(the "Rule"),as applicable
to a participating underwriter for the Bonds,the City makes the
following written undertaking (the "Undertaking")for the benefit
of holders of the Bonds:
(a)Undertaking to Provide Annual Financial
Information and Notice of Material Events.The city
undertakes to provide or cause to be provided,either
directly or through a designated agent:
(i)To each nationally recognized municipal
securities information repository designated by the
SEC in accordance with the Rule ("NRMSIR")and to
a state information depository,if any,established
in the state of Washington (the "SID")annual
financial information and operating data of the
type included in the final official statement for
the Bonds and described in Section 21(b)("annual
financial information");
(ii)To each NRMSIR or the Municipal
securities Rulemaking Board ("MSRB"),and to the
SID,timely notice of the occurrence of any of the
following events with respect to the Bonds,if
material:(1)principal and interest payment
delinquencies;.(2)non-payment related defaults;
(3)unscheduled draws on debt service reserves
reflecting financial difficulties;(4)unscheduled·
draws on credit enhancements reflecting financial
difficulties;(5)substitution of credit or
liquidity providers,or their failure to perform;
(6)adverse tax opinions or events affecting the
tax-exempt status of the Bonds;(7)modifications
to rights of holders of the Bonds;(8)Bond calls
(other than scheduled mandatory redemptions of Term
Bonds);(9)defeasances;(10)release,
sUbstitution,or sale of property.securing
repayment of the Bonds;and (11)rating changes;
and
(iii)To each NRMSIR or to the MSRB,and to
the SID,timely notice of a failure by the City to
provide required annual financial information on or
before the date specified in section 21(b).
0219950.03
20
0219950.03
(b)Type Qf Annual Financial InfQrmatiQn Undertaken
tQ be PrQvided.The annual financial infQrmatiQn that
the City undertakes tQ prQvide in sectiQn 21(a):
(i)Shall cQnsist Qf (1)annual financial
statements fQr the priQr fiscal year;(2)the
assessed valuatiQn Qf taxable prQperty in the city;
(3)PrQperty taxes due,prQperty taxes cQllected
and prQperty taxes delinquent;(4)PrQperty tax
levy rate per $1,000 Qf assessed valuatiQn;and (5)
Qutstandinq unlimited tax qeneral QbliqatiQn debt
Qf the city;
(ii)Shall be prepared in accordance with
the Budqet AccQuntinq and RepQrtinq System
prescribed by the WashinqtQn State AuditQr pursuant
tQ RCW 43.09.200 (Qr any succeSSQr statute)and
qenerally Qf the type included in the Official
Statement fQr the BQnds under the headinq
"CQmparative Statement Qf General Fund Revenue and
Expenditures");
(iii)Shall nQt be audited,except,hQwever,
that if and when audited financial statements are
Qtherwise prepared and available tQ the City they
will be prQvided;
(iv)Shall be prQvided tQ each NRMSIR and
the SID,not;later than the last day Qf the 9th
mQnth after the end Qf each fiscal year Qf the City
(currently,a fiscal year endinq December 31),as
such fiscal year may be chanqed as required Qr
permitted by State law,cQmmencinq with the City's
fiscal year endinq December 31,1996;and
(v)May be prQvided in a sinqle Qr multiple
dQcuments,and may be incQrpQrated by reference tQ
Qther documentia that have been filed with each
NRMSIR and the SID,or ,if the document;
Lncozpoxatied by reference is a "final Qfficial
statement"with respect tQ Qther QbliqatiQns Qf the
city,that has been filed with the MSRB.
(c)AmendmentQf Undertaking.The Undertakinq is
sUbject tQ amendment after the primary Qfferinq Qf the
BQnds withQut the cQnsent Qf any hQlder Qf any BQnd, Qr
Qf any brQker,dealer,municipal securities dealer,
participatinq underwriter,ratinq aqency,NRMSIR,the SID
Qr the MSRB,under the circumstances and in the manner
permitted by the Rule.
The City will qive nQtice tQ each NRMSIR Qr the
MSRB,and the SID,Qf the sUbstance (Qr prQvide a CQPY)
ot:any amendment tQ the Undertakinq and a brief·statement
21
"
of the reasons for the amendment.If the amendment
changes the type of annual financial information to be
provided,the notice also will include a narrative
explanation of the effect of that change on the type of
information to be provided.
(d)Beneficiaries.The Undertaking evidenced by
this section 21 shall inure to the benefit of the City
and any holder of Bonds,and shall not inure to the
benefit of or create any rights in any other person.
(e)Termination of Undertaking.The City's
obligations under this Undertaking shall terminate upon
the legal defeasance of all of the Bonds.In addition,
the City's obligations under this Undertaking shall
terminate if those provisions of the Rule which require
the city to comply with this Undertaking become legally
inapplicable in respect of the Bonds for any reason,as
confirmed by an opinion of nationally recognized bond
counselor other counsel familiar with federal securities
laws delivered to the city,and the City provides timely
notice of such termination to each NRMSIR or the MSRB and
the SID.
(f)Remedy for Failure to Comply with Undertaking.
As soon as practicable after the City learns of any
failure to comply with the Undertaking,the City will
proceed with due diligence to cause such noncompliance to
be corrected.No failure by the city or other obligated
person to comply with the Undertaking shall constitute a
default in respect of the Bonds.The sole remedy of any
holder of a Bond shall be to take such actions as that
holder deems necessary,including seeking an order of
specific performance from an appropriate court,to compel
the city or other obligated person to comply with the
Undertaking.
(g)Designation of Official Responsible to
Administer Undertaking.The Finance Director of the city
or his or her designee (or such other officer of the city
who may in the future perform the duties of the Finance
Director)is authorized and directed in his or her
discretion to take such further actions as may be
necessary,appropriate or convenient to carry out the
Undertaking of the City in respect of the Bonds set forth
in this Section 21 and in accordance with the Rule,
including,without limitation,the following actions:
(i)preparing and filing the annual
financial information undertaken to be provided;
0219950.03
22
(ii)Determining whether any event specified
in section 21(a)has occurred,assessing its
materiality with respect to the Bonds,and,if
material,preparing and disseminating notice of its
.occurrence;
(iii)Determining whether any person other
than the City is an "obligated person"within the
meaning of the Rule with respect to the Bonds,and
obtaining from such person an undertaking to
provide any annual financial information and notice
of material events for that.person ip accordance
with the Rule;
(iv)Selecting,engaging and compensating
designated agents and consultants,including but
not limited to financial advisors and legal
counsel,to assist and advise the city in carrying
out the Undertaking;and
(v)Effecting any necessary amendment of
the·Undertaking.
Section 22.Temporary Bond.Pending the printing,execution
and delivery to the purchaser of definitive Bonds,the city may
cause to be executed and delivered to the purchaser a single
temporary Bond in the total principal amount of the Bonds.The
temporary Bond shall bear the same date of issuance,interest
rates,principal payment dates and terms and covenants as the
definitive Bonds,shall be issued as a fully registered Bond in the
name of the purchaser,and otherwise shall be in a form acceptable
to the purchaser.The temporary Bond shall be exchanged for
definitive Bonds as soon as they are printed,executed and
available for delivery.
0219950.03 .
23
l.<".
Section 23.Effective Date of Ordinance.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 at a duly called special open
pUblic meeting thereof,·of which due notice was given as provided
by law,and APPROVED by the Mayor this 6th day of February,1996.
ATTEST:
APPROVED AS TO FORM:
City Attorney
0219950.03
24