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cnv OF MAKYSVTIJY WASHJNe!TON
()I{UINANCF NO.,J.7{;..)
AN ORVINANCE or the City of Marysville,Washington,relating to contracting
indehtedness:providing for the issuance of $8,045,000 par value of Limited Tax General
Obligati(1I1 Bonds.Series 20071\,of the City fur general City purposes 10 provide funds
with which to pay the cost of transportation projects for the City,including reconstruction
of primary c01Tidurs and coustrucuon (If "missing links"within the City's current
infrastructure:f xing the dale,form.matunt ics,interest rates,terms and covenants of the
bonds:establishing a bond redemption fund and a construction fund;providing for bond
insurance,and approving the sale and providing for the delivery or the bonds to Piper
Jaffray &Co.ofSeattle,Washington.
Passed May 17,1007
This document prepared by,
Foster Pepper PIIC
JJ11 Third Avenue,Suite 3400
Seattle,Washington 98101
(206)447-4400
Section I.
Section 2.
Section .1.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section l).
Section IU.
Section 11.
Section 12.
Section 1.1.
Section 14.
Section 15.
Section 1fl.
Section 17.
Section 1S.
Section 19.
TABLE OF CONTENTS
Debt Capacity.
Authorization or Bonds.
Description otBonds..
Registration and Transfer of Bonds..,
Payment or Bonds.
Redemption Provisions and OPCll Market Purchase ofBonds..
Notice of Redemption.
l-nilurc To Redeem Bonds .
Pledge ofTaxes.,.., , , , ,.
Form and Execution of Bonds .
Bond Registrar..
Preservation ofTax Fvempuon for Interest on Bonds.
Refunding or Defeasance ofthe Bonds.
Bond Fund and Deposit of Hond Proceeds ..
Approval ofBond Purchase Contract...
Preliminary Official Statement Deemed Final ,.
Undertaking to Provide Continuing Disclosure.
Bond Insurance...
l-ffcctivo Date ofOrdinance , , .
CITY OF IvlAK"y'SV1LLF,Wi\SH1N(iTON
ORDINANCE NO.
AN OKDINANCE of the City or Marysville,Washington,relating to contracting
indebtedness:providing for the issuance or $S,045,OOO par value or Limited Tax General
Obligation Bonds.Series 2007A,of the City for general Citv purposes to provide funds
with which to pay the cost of transportation projects for the City,including reconstruction
of primary corridors and construction of "missing links"within the City's CUITent
infrastructure;fixing the date,form,maturities,interest rates.terms and covenants of the
bonds,establishing a bond redemption fund and a construction fund;providing for bond
insurance,and approving tire sale and providing for the delivery of the bonds to Piper
.laffrny &Co.of Scnulc,Waslungtun.
\VIlFRLAS,t1K City of Marysville.Washington (the "City"),is in need of the funds to pay the
cost oftrunxportation projects for the City,the esuniated cost ofwhich is $1,),136.000,and the City does
not have available sufficient funds to pay the cost;and
WllEREAS,MBJA Insurance Corporation of Armonk,New York ("Bond Insurer"),has made a
commitment to issue an insurance policy (tire "Financial Guaranty Insurance Policy")insuring the
payment when due of the principal ofand interest on the Honds as provided therein.and the City Council
of the City deems that the purchase of the Financial Guaranty lusurancc Policy is in the best interest of
the City;and
WIIUZEAS,Piper Jaffray &Co.of Seattle,Washington,has offered to purchase the Bonds
authorized herein under the terms and conditions hereinafter set forth in the form of J bond purchase
contract,NOW,TlIEREFORE,
THE CITY COUNCIL OF THE CIT'{OF MAR'/SVll.I.F,W!\SJlINGTON,DO ORDAIN AS
FOI-l.OWS:
Section Deht Capacity.The assessed valuation of the taxable property within the City as
ascertained by the last preceding assessment for City purposes for the calendar year 2007 is
$3,256,961,319,and the City has outstanding general indebtedness evidenced by limited lax general
obligation bonds in the principal amount of $8,746,183 incurred within the limit of up to 1-1i2'};,of the
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value of the taxable property within the City permitted lor general municipal purposes without a vote of
the qualitied voters therein,unlimited tax general obligation bonds in the principal amount or $3.630,000
JIlcIHTed within the limit of up to 2 li2';'~)of the value of tbc taxable property within the City lor capital
purposes only,ISSUl.:d pursuant to a vote of the qualified voters of the City,and the amount of
Indebtedness for which bonds are authorized herem to be issued IS $8,045,000.The City has no
outstanding unlimited lax general obligation bonds issued for utility purposes or parks and open spaces
purplbes.
Section 2.Authorization .~!.LRo!lds.The City shall borrow Tlloney on the credit of the CIty
and issue negotiable limited tax general obligation bonds evidencing that Indebtedness III the amount of
SiU145.000 for general City purposes to provide the funds to pay the cost ofuunsportation projects for the
CIty,including reconstruction of primary corridors and construcuon of "missing liuks"within the City's
current infrastructure (the "Project'),and such other transportation projects designated by the City
Council,and to pay the costs of Issuance and sale of the bonds (the "costs of issuance"].The general
Indebtedness to be incurred shall be within the luni t of up to 1-1/2%of the value of the taxable property
within the City permitted for general municipal purposes without a vote ofthe qualified voters therein.
Section 3.Dcscjiption ofBonds.lhe bonds shall be called Limited Tax General Obligation
Bonds,Series 2007A,of the CIty (the "Bonds"):shall be in the aggregate principal amount of$k.045,OOO;
shall be dated then date of initial delivery:shall be Il1 the denomination of $5,000 or allY integral multiple
thereof within a single maturity;shall be numbered separately in the manner and with any additional
designation as the fiscal agent of the State of Washingtun (as the same may be designated by the State of
Washington from time to time)(the "Bond Registrar")deems necessary lor purposes of idenuticauon:
shall bear interest (computed on the baSIS of a 360-day year of twelve Ju-day months)payable
semiannually on each June 1 and December 1,commencing Decemher 1,2()()7,to the maturity or earlier
redemption of the Bonds;and shall mature on December I in years and amounts and hear interest at the
rates per annum as follows:
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Maturity Interest Maturity Interest
Years Amounts Rates Years Amounts R:ltes
2008 $255,000 4J10O'Y"201[.;~40-",OO()4.000"/;,
2009 265,000 4.000 2019 420,000 4.000
2010 21':0,000 4.000 ".""t ."
20I t 290,000 4.000 2022 1,365,000 4.300
2012 300,000 5,500 2023 495,000 4.250
2013 .3 t5,000 5.500 2022 515,000 4,250
2014 :n5,OOO 5.S0Q 2025 54(),()OO 4250
2015 355,000 5.500 ".".."
2016 375,OO()4,OO()2027 1,145,000 4,375
2017 390,000 4.000
The life of the capital facilities to be acquired with the proceeds of the Bonds exceeds the term of the
Bonds.
Section 4.Regisrraticnand Transfer of Bonds The Bonds shall be issued only III 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 contam the name and mailing address of the
owncr or each Bond ami 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 (If an equal aggregate principal amount and of the same interest rate and maturity.Bonds
may be transferred only II'endorsed in the manner provided thereon and surrendered to the Bond
Registrar.lilly 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 dale.
The Bonds initially shall be registered III the name of Cede &Co.,as the nominee or The
Depository Trust Company,New York,New York ("UT("').The Bonds so registered shall be held in
fully immobilized form by OTe as depository In accordance with the provisions ora Blanket Issuer Letter
of Representations dated November 14,1997 between the City and DTC (as it may hc amended from tune
to tune,the "Letter or Representations"),Neither the City nor the Bond Registrar shall have any
responsibility or obligation to UTC participants or the persons for whom they act as nominees with
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respect to the Bonds regarding accuracy of any records maintained by'DTC or OTC participants of any
amount in respect of principal of or interest on the Bonds,or any notice which IS permitted or required to
he given to registered owners hereunder (except such notice as is required to be given by the Bond
Registrar to DTC).
For as long as any Bonds are held 1Tl fully immobilized tort».nrc its nominee or its successor
depositor}'shall be deemed to be the registered owner for all purposes hereunder and all references to
registered owners.bondowncrs,bondholders or the like shall mean UTe or its nominee and,except for
the purpI)se of the City's undertaking herem to provide continuing disclosure,shall not mean the owners
of any beneficial interests in the Bonds.Registered ownership of such Bonds,or any portions thereof,
may not thereafter be transferred except:(i) to any successor of D1'('or its nominee,11 that successor
shall he qualified under any applicable laws to provide the services proposed (0 he provided by it;(ii}(0
any substitute depository appointed by the City or such substitute ekpOSJ(Ol;/S successor;or (iii)to any
person 11 the Bonds an:no longer held HI immobilized form,
Upon the resignation of OTe or its successor (or any substitute depository or its successor)from
its functions as depository,or a determination by tile City that it no longer wishes to continue the system
of hook entry'transfers through DTC or its successor (or nny substitute depository or its successor),the
City may appoint a substitute depository Any such substitute depository shall he qualified under any
applicable laws to provide the services proposed to be provided by it.
If (i)DTe or its successor (or substitute depository or its successor)resigns from its functions as
depository,and no substitute depository can be obtained.or (ii)the City determines that the Bonds are to
be III certificated form,the ownership of Bonds may be transferred to any person as provided herein and
the Bonds no longer shall be held in fully immobilized form.
Paymcnt of Bonds.Roth principal ofand interest Oil the Bonds shall he payable
in lawful money of the United States of America.Interest on the Bonds shall he paid by checks or drafts
elf the Bond Registrar mailed Oil the interest payment date to the registered owners at the addresses
appcartnu on the Bond Register on the 15th day ofthe month preceding the interest payment date or,If
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requested \11 writing by a registered owner of $100,000 or more \Il principal amount ofBonds prior to the
applicable record dale,by wire transfer on the interest payment date.Principal of the Bonds shall be
payable upon presentation and surrender of the Bonds by the registered owners to the 130nd Registrar.
Notwithstanding the foregoing,for as long as the Bonds are registered in the name of DTC or its
nominee.payment of principal of and interest on the Bonds shall be made in the manner set forth in the
Letter of Representations.
;2o.:Cllon 6.Redemptlun Provisions and Open Market Purd"!?se of Bonds Bonds maturing in
the years 2008 through 2017,inclusive,shall be issued without the right or option of the City to redeem
those Bonds prior to their stilted maturity dates.The City reserves the right and option to redeem the
Bonds maturing on or after December I,20 I R,prior to their stated maturity date:"at any time on or after
December 1.2017,as a whole or III part (within one or more maturities selected by the City and randomly
within a maturity in such manner 3S the Bond Registrar shall determine).at par plus accrued interest 10
the date fixed for redemption.
Bonds maturing in 2022 and 2027 an:Term Bonds and,If not redeemed under the optional
redemption provisions set forth above or purchased in the open market under the provisions set forth
below.shall he called for redemption randomly (in such manner as the Bond Registrar shall determine)at
par plus accrued interest on December 1 in years and amounts as follows:
TERM BOND MATURTNG TN 2022
Mandatory
Redemption
Years
2020
2021
2022(mafllrir))
Mandatory
Redemption
Amounts
435,000
455,000
475,000
TERM [lOND MATlJRTNG TN 2027
Mandatory
Redemption
Years
2026
2027 (filial maturity}
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Mandatory
Redemption
Amounts
560,000
585.000
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If the City redeems under the optional redemption proVISIOtlS,purchases II'
defenses Term Bonds,the p<.lf amount of the Term Bonds so redeemed,pun'.
(irrespective of their actual redemption or purchase prices)shall he credited :lI..'?'
scheduled mandatory redemption 31110unts for t!WSI.:TCn11 Bonds.The City shall dell'
which the credit IS 10 be allocated and shall notify the Bond Registrar in writing of i
60 days prior to the earliest mandatory'redemption dale for that maturity of Tcnu Ii,>1'.
of redemption has not already been given.
Portions of the principal amount of any Bond,in installments of S5,OOO O[,',',"
thereof may he redeemed.If less than all of the principal amount of any 13,'"''
surrender of that Bond to the BUild Registrar,there shall be Issued to the registered !l\\
therefor,a new Bond (or Honds,at the option of the registered owner)of the sam,
rare In any ofthe denominations authorized by this ordinance ill the aggregate pnth I':
unredeemed.
lhc City further reserves the nght and option to purchase any or all of [hI
market at any time at any pnec acceptable to the City plus accrued interest to thc d.u.
AI]Bonds purchased or redeemed under this secuon shall be canceled.
Notwithstanding the foregoing,for as long as the Bonds arc registered in tho
nominee,selection of Bonds fur redemption Shill!be in accordance with the Letter,,:
Section 7.NolLC!.:of RedemptIOn.The City shall cause notice of am :1'
of Bonds to be given not less than 30 nor more than 60 days pnm to the date 1'i,,','
first-class 1]](111,postage prepaid,to the registered owner of any Bond to be ret l,.
appcarmg on the Bond Register at the rune the Bond Registrar prepares the notice.
of this sentence shall he deemed to have been fulfilled when notice has been rna
whether or not it is actually received by the owner of any Bond.Interest on Honds
shall cease to accrue on the dale fixed for redemption unless the Bond or Bonds cu-t-
when presented pursuant to the call. In addition,the redemption nonce shall be 11 '!.
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period,postage prepaid,to Moody's Investors Service,Inc"and Standard &Poor's at their offices in New
York,New York. or their successors,to the Bond Insurer,al its principal office in Armonk,New York,or
its successor,to each NIUdSIR or the tvlSRR 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.Notwithstanding the foregoing,for as long as the Bonds
are registered in the name of [)TC or its nominee,notice of redemption shall be given in accordance with
the Letter or Representations.
Failure 'I~Rcdccm Bonds,If ~HlY Bond is not redeemed when properly
presented at its maturity or call date,the City shall be obligated 10 pay interest 011 tbar Bond at the same
rate provided III 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 130nd has been called for payment by giving notice uf that
call to the registered owner of each of those unpaid Bonds.
Section 2.Pledge of Taxes.For as long as any of the Bonds arc outstanding,the City
irrevocably pledges to include in its budget and levy taxes annually within the constitutional and statutory
tax limitations provided by law without <I vote of the electors of the City all all of the taxable property
within the City in <In amount sufficient.together with other money legally available and 10 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-.lQ.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 and shall be
signed by the Mayor and City Clerk,either or both of whose signatures may'be manual ur in facsimile,
and the seal ofthe City or a facsimile reproduction thereat"shall be impressed or printed thereon.
Only Bonds hearing a Certificate of Authentication in the following form,manually signed hy the
Bond Registrar,shall be valid or obligatory for any purpose or entitled to the benefits ofthis ordinance:
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,__'0"_
CERHFTCATE OF AUTHENTICATION
This Bond is one of the full}'registered City of Marysville,Washinj:•
Tax General Obligation Bonds,Series 2007A,described in the Bond Ordinau:
WASHINGTON STATE FIS('AI\<1
Bood Registrar
By
Authorized Signcr
The authorized signing of a Certificate of Authentication shall be conclusive C\'ld,;1,
authenticated has been duly executed,authenticated and delivered and is entitled I.,'
ordinance.
If any officer whose tacsimile signature appears on the Bonds ceasex In 11,',:"
authorized to sign bonds before the Bonds bearing his or her facsimile Si~':JLll\lli
delivered by the Bond Registrar or issued by the City,those Bonds ncvcrthelcs-n: ,
issued and delivered and,when authenticated,issued and delivcred,shall he 'IS 1)"r,
though that person had continued to he an officer of the City authorized to sign I"'I,.I
Tllay be signed on behalf of the City by any person who,Oil the actual date of Sl;;I',
officer of the City authorized to sign bonds,although he or she did not hold the req uI
of issuance of the Bonds.
Sectionll .130ml Registrar.The Bond Registrar shall keep,or cauc>~:;
books lor the reg:stration and transfer of the Ronds,which shall he open to inspccu....
times.The Bond Registrar IS authorized,on behalf of the City,to aurhentic.u..
transferred or exchanged in accordance with the provisions of the Bonds and thl~';
the City's paying agent for the Bonds and to carry nut all ofthe Bond Registrar's PU\\
this ordinance and City Ordinance No,1405 estahiLshing a system of registration Ior r.
obligations.
The Bond Rcgist rar shall he rcsponsihie for its reprcsentatinns contained ill '
Certificate of Authcnt ication on the Bonds.The Bond Registrar may become Ill,'
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the same fights 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 III any other
capacity with respect to,<my committee formed to protect the fights of 130nd owners.
Section 12.Preservation of Tax Excnjption 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
federalincome 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 Hands to be included III gross income for federal income tax
purposes.The City also covenants that it WIlL to the extent thc arbitrage rebate requirement of Section
148 of the Intemal Revenue Code or 1986,as amended (the "Code"),is applicable to the Bonds,take all
actions necessary to comply (or to he treated as having compiled)with that requirement III connection
with the Bonds,including the calculation and payment or any penalties that the City has elected to pay as
an alternative 10 calculating rcbatable arbitrage,and the payment of any other penalties ifrcquired under
SectlOll 148 of the Code to prevent interest on the Bonds from being included in gross Income for federal
mcome tax purposes.
Section 13.Refunding or Defeasance of the BomJs.The City lJJay Issue refunding bonds
pursuant to the laws of the State of Washington or usc lJJoney available from any other lawful source to
pay when due the principal of and Interest on the Bonds.or any portion thereof included ill a refunding or
defeasance plan,and to redeem and retire,refund or dcfcasc alJ such then-outstanding Bonds (hereinafter
collectively called the "dcfeascd Bonds")and to pay the costs of the refunding or defeasance.If money
and/or "government obligations"(as defined III chapter 39.53 RCW,as now or hereafter amended)
maturing at a time or times and bearing interest in amounts (together with money,If necessary)sufficient
to redeem and retire,refund or dcfcasc the dcfcascd Bonds HI accordance with their terms arc set aside in
a special trust fund or escrow account irrevocably pledged to that redemption,retirement or defeasance of
dcfcascd BUilds (hereinafter called the "trust account"},then all right and interest of the owners of the
defeased Bonds In the covenants of this ordinance and 111 the funds and accounts ohligatcd to the payment
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of the dcteased 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 dcfcascd Bonds from the trust account.The City
shall include III the refunding or defeasance plan such provisions as the City deems necessary for the
random selection of any dcfeased Bonds that constitute less than all of a particu lar maturity ofthe Bonds,
for notice of the defeasance to be given to the owners of the dcfcascd Bonds and to such other persons as
the City shall determine,and fur any required replacement of Bond certificates for defeased Bonds.The
defeased Bonds shall he deemed no longer outstanding.and the City may apply any money 11l any other
fund or account established for the payment or redemption of the dcfcascd Bonds to any lawful purposes
as it shall determine.
Ifthe Bonds arc registered in the name of DTC or its nommcc.notice ofany defeasance of Bonds
shall be given to DTC 11l the manner prescribed in the Letter of Representations for nonccs of redemption
ofBonds.
Notwithstanding anything in this section to the contrary,if the principal of and/or interest
due on the Bonds is paid by the Bond Insurer pursuant to the Financial Guaranty Insurance
Policy,the Bonds shall be treated as remaining outstanding fix all purposes and shall not be
considered paid by the City,and the covenants,agreements and other obligations of the City to
the registered owners of the Bonds shall continue to exist and run to the henefit of the Bond
Insurer,and the Bond Insurer shall be subrogated to the rights ofthe registered owners.
Section 14.Bond Fund and Deposit of Rand Proceeds.There IS created and established in
the office of the City Finance Director a special fund designated as the Limited Tax General Obligation
Bond Fund,Series 2007/\(the "Bond l-und"),for the purpose of paying principal of and interest on the
Bonds.Accrued interest on the Bonds,ifany,received from the sale and deliver)'of the Bonds shall be
paid into the Hond Fund./\11 taxes collected for and allocated to the payment of the principal of and
interest on the Bonds shall be deposited Il1 the Bond fund.
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There also IS created and established in the office of the Finance Director a special fund
designated 3S the Streets Capital Improvement fund (Fund 305)(the "Construction Fund")Fhe principal
proceeds and prenuum,if any,received from the sale and delivery of the Bonds shall be paid into the
Construction Fund and used fur the purposes specified in Section 2 ofthis ordinance.Until needed to pay
the costs of the Project and costs of Issuance of the Bonds,the City may invest principal proceeds
temporarily in any legal investment,and the investment earmngs may be retained III the Construction
Fund and he spent fix the purposes of that fund except that carnmgs subject to a federal tax or rebate
requirement may be withdrawn from the Construction Fund and used for those lax or rebate purposes.
Section 15.AQrroval of Bond Yurchase Contract.Piper Jaffray &Co.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 incorporated herem by this reference
The City Council rinds that entering tnto the Bond Purchase Contract IS m the CIty's best interest and
therefore accepts the offer contained therein and authorizes its execution by City officials.
The Bonds will be pnnted at CI(y expense and will be delivered to the purchaser in accordance
With the Bond Purchase Contract,with the approving legal opinion of Foster Pepper PLLC municipal
hond counsel ofSeattle,Washmgton,regarding the Bonds.
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 16.PrdimlilaD'OffiqiLJ.Statement D~S:!)l.-t:d hnaL The City Council has been
provided with copies of a preliminary official statement dated May 7,2007 (the "Preliminary Official
Statement"),prepared III connection with the sale of the Bonds.For the sole purpose nr the Bond
purchaser's compliance with Securities and Exchange Commission Rule I 5c2-12(b)(I),the City "deems
final"that Preliminary Official Statement as of I(S date,except for the omission of information as to
offering prices,interest rates,selling compensation,aggregate principal amount,principal amount per
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maturity,maturity dates,options of redemption,delivery dates,ratings and other
dependent on such matters.
Section 17.Undcrtakine to Provide Continuing Disclosure.To meet \:
United States Securities and Exchange Commission ("SEC")Rule 15e2-12(b)(:-"
applicable to a participating underwriter for the Bonds,the City makes the followill,,'
(the "I Jndcrtaking")for the benefit of holders ofthe Bonds:
(a)Undertaking to Provide Annual Financial Information ;\'1
Material Events.The City undertakes to provide or cause to be provided,eui« ,
or through a designated agent:
(i)To each nationally recognized municipal sccunuc
repository designated by the SEC III accordance with the Rule ("'NRJvlSII<
state information depository,If any.est,lblisbed in the State of Washington '
annual financial information and operating data of the type included In th-
statement for the Bonds and described in subsection (h)of this section (";]['"
information");
(ii)10 each NRMS[R or the Municipal Securities I;.,
Board ("MSRB"),and to the SII),timely notice of the occurrence of any 01 '11\
events with respect to the Bonds,If material:(l)principal and inter
delinquencies:(2)non-payment related defaults:(3)unscheduled draws \>11 ,;,;
reserves reflecting financial difficulties;(4)unscheduled draws on credit l~Il.I.:
reflecting financial difficulties;(5)subsutuuon of credit or liquidity pnV.!f
failure to perform;(6)adverse tax opinions or events affecting the tax-c ,,<..'1
the Bonds;(7)modifications to rights of holders ofthe Bonds;(8)Bond c",;
scheduled mandatory redemptions of Term Bonds);(9)dcfcasanccs:
substitution.or sale of property securing repayment of the Bonds:,11,(1
changes:and
(111)To each NRMSIR or to the J\1SRB,and to the SID,til.
of a failure by the City to provide required annual financial information on ,,'
date specified In subsection (b)of this section.
(b)Type of Annual Financial Information Undertaken to he 1'1"<\'.1,
annual financial information that the City undertakes to provide 1Tl suhsC(~ri(';
section:
(i)Shall consist of (I)annual financial statements prq',il
as noted in the financial st.ncmcrux)in accordance with applicnhlc gcncr:dl,
accounting principles promulgated by the Government Accounting Stand»
("GASB")as applicable to Washington municipal corporations,as such pIli
be changed from tl111C to time.which statements shall not be audited,cx..c ,
that if and when audited financial statements are otherwise prepared and ,1\';,'
City they will be provided:(2)authorized,issued and outstanding balao..
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obligation bonds:(3)assessed valuation for the fiscal year;and (4)regular property tax
levy rate and property tax amounts collected III the fiscal year:
(ii)Shall be provided to each NRMS1R and the SID,not later than
the last day of the ninth month after the end of each fiscal year of the City (currently,a
fiscal year ending December 31),as such fiscal year may be changed as required or
permitted by Slate law,COllltTlCncmg with the City's fiscal year ending December 31,
2006;and
(Iii)May be provided III a single or multiple documents.and may be
incorporated by n...fcrcnce 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 obligations ofthe City,that has been filed with the MSKH.
(c)Amendment of Undertaking.The Undertaking is subject to amendment
alter the primary offering of the Bonds without the consent of any holder ofany Bond,or
of any broker,dealer,municipal securities dealer,parncrpaung underwriter,ratmg
agency..NRMSUC the SID or the MSKH,under the circumstances and in the manner
permitted by the Rule.
The City WIll gIve notice to each NRMSIR or the MSRB,and the SID,of the
substance (or provide a copy)ofany amendment 10 the Undertaking and a brief statement
ofthe reasons for the amendment.[I'the amendment changes the type ofannual financial
information to be provided,the annual financial information containing the amended
financial information will include a narrnuve explanation of the effect of that change on
the type of information to be provided.
(d)Beneficiaries.The Undertaking evidenced by this sccuon 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)Tcnninution of Undertaking.The City's obligations under this
Undertaking shall terminate upon the legal defeasance of all of the Honds 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
JJl respect of the Bonds for any reason,as confirmed by all opinion of nationally
recognized bond counsel or other counsel familiar with federal secunues laws delivered
to the City,and the City provides timely nouce of such termination 10 each NRlVISlR or
the MSRB and the SID.
(I)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 ncccsxary,including seeking an order of specific
perfonnance 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 such other officer of the City who may in the future
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perform the duties of that office)or his or her designee is authorized and directed in Ius
or her discretion to take such further actions as may be necessary,appropriate or
convenient to carry out the Undertaking of the City 111 respect of the Bonds set forth In
this section and In accordance with the Rule.including,without limitation,the following
actions:
lil Preparing and filing the annual financial information undertaken
to be provided;
(ii)Determining whether any event specified in subsection (3)has
occurred,assessing its materiality with respect to the Bonds,and,If material.prcparmg
and disseminating notice of its occurrence;
(iii)Determining whether any person other than Ihe 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 m accordance with the Rule:
(iv)Selecting,eng3gmg and compcnsaung designated agents and
consultants,including but not limited to financial advisors and legal counsel,to assist and
advise the City in can-;'Ing out the Undertaking;and
(v)Hffecring any necessary amendment ofthe Undertaking.
(h)Centralized DIssemination Agent.To the extent authorized by the SEC,
the CIty may satisfy the Undertaking by transmiumg the required filings using
http://www.disclosureusa.org (or such other centralized dissemination agent as may be
approved by the SEC).
Section 18.Bond Insurance.The City Council finds that it IS III the CIty's best interest to
purchase,and that a savings will result from purchasing,the Financial Guaranty Insurance Policy for the
Bonds.The City shall purchase from the Bond Insurer the Financial Guaranty Insurance Policy insuring
the prompt payment of the principal of and interest on the Bonds and agrees to the conditions for
obtaining that policy,including the payment of the premium therefor and the following provisions entitled
"Payments under the Policy"required by the Bond Insurer to be included in this ordinance:
"1\.In the event that.on the second Business Day,and again on the Business
Day,prior to the payment date on the Obligations,the Paying Agent/Trustee [the Bond
Registrar]has not received sufficient moneys to pay all principal of and uncrest on the
Obligations due on the second following or following,as the case may be,Business Day,
the Paying Agent/Trustee shall immediately notify the Insurer or its designee 011 rhc same
Business Day by'telephone or telegraph,confinned in writing by registered or certified
mail,ofthe amount of the deficiency.
"B.If the deficiency 1S made up In whole or in part prior to or on the
payment date,the Paying Agent/Trustee shall so notify the Insurer or its designee.
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"C In addition,If the Paying Agent/Trustee has noucc that any Bondholder
has been required to disgorge payments of principal or Interest on the Obligations to a
trustee 111 bankruptcy or creditors or others pursuant to a final judgment by a court of
competent jurisdiction that such payment constitutes an avoidable preference to such
Bondholder within the meaning of any applicable bankruptcy laws.thcn the Paying
Agent/Trustee shall notify the Insurer or its designee of such fact by telephone or
telegraphic notice,confirmed in writing by registered or certified mali.
'"D.
directed and
follows:
The Paying Agent/Trustee is hereby Irrevocably designated.appointed,
authorized to act as attorney-in-fact for Holders of till:Obligations as
"I.If and to the extent there is a deficiency JJ1 amounts required to
pay interest on the Obligations,the Paying Agent/Trustee shall (a)execute and
deliver to U.S.Rank Trust National Association,or Its successors under the
Policy (the "Insurance Paying Agent/Trustee").in form satisfactory to the
Insurance Paving Agent/Trustee,an instrument appointing the Insurer as agent
for such Holders in any legal proceeding related to the payment or sueh interest
and an assignment to the Insurer of the claims for interest to which such
deficiency relates and which an:paid by the Insurer,(b)receive as designee of
the respective Holders (and not as Paying Agent/Trustee)in accordance with the
tenor of the Policy payment from the Insurance Paying Agent/Trustee with
respect to the claims for interest so assigned,and (e)disburse the same to such
respective Holders;and
'-2. If and to the extent of a deficiency in amounts required to pay
principal of the Obligations,the Paying Agent/Trustee shall (a)execute and
deliver to the Insurance Paying Agent/Trustee in form satisfactory to the
Insurance Paying Agent/Trustee an instrument appointing the Insurer as agent for
such Holder 111 any legal proceeding relating to the payment ofsueh principal and
an assignment to the Insurer of any of the Obligation surrendered to the
Insurance Paying Agent/Trustee of so much of the principal amount thereof as
has not previously been paid or for whicb moneys arc not held by the Paying
Agent/Trustee and <wadable for such payment (but such assignment shall be
dctivcrcd only If payrncnr from the Insurance Paying Agent/Trustee is received),
(b)receive as designee of the respective Holders (and not as Paying
Agent/Trustee)in accordance with the tenor of the Policy payment therefor from
the Insurance Paying Agent/Trustee,and (c)disburse the same to such Holders.
..E.Payments with respect to claims for interest on and principal of
Obligations disbursed by the Paying Agent/Trustee from proceeds of the Policy shall not
be considered to discharge the obligation of the Issuer with respect to such Obligations,
and the Jnsurer shall become till:owner of such unpaid Obligations and claims for the
interest 1Il accordance with the tenor of the assignment made to it under the provisions of
this subsection or otherwise.
"I"Irrespective of whether any such assignment IS executed and delivered,
the Issuer and the Paying Agent/Trustee hereby agree for the benelit ofthe Insurer that:
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"J.They recognize that to the extent the Insurer makes payments,
directly or indirectly (as by paYing through the Paying Agent/Trustee),on
account of principal of or Interest on the Obligations,the Insurer will be
subrogated to the rights of such Holders to receive the amount of such principal
and interest from the Issuer, with interest thereon as provided and solely from the
sources stated in rhis Indenture and the Obligations;and
·'2.They will accordingly pay to the Insurer the amount of such
principal and interest (including principal and Ill/crest recovered under
subparagraph (ii)ofthe first paragraph ofthe Policy,which principal and interest
shall he deemed past due and not to have been puid).with interest thereon as
provided in this Indenture and the Obligation,but only from the sources and in
thc manner provided herein for the payment of principal of and interest on the
Obligations to Holders,and will otherwise treat the Insurer as the owner of such
rights to the amount of such principal and interest.
"Cr.In connection with the Issuance ofadditional Obligations,the Issuer shall
deliver to the Insurer a copy of the disclosure document,if any,circulated with respect to
such additional Obligations.
"11.COPIl:S Dr any amendments made to the documents executed III
connection with the issuance of the Obligations which are consented to by the Insurer
shall be sent to Standard &Poor's Corporation
"I.The Insurer shall receive notice of the resignation or removal of the
Paying Agent/Trustee and the appointment ora successor thereto.
"J.l hc Insurer shall receive copies of all notices required to be delivered to
Bondholders and. on an annual basis,copies of the Issuer's audited financial statements
and Annual Budget
"Notices:Any »oucc that is required to be given to a holder of the Obligation or
to the Paying Agent/Trustee pursuant to the Indenture shall also be provided to the
Insurer.All notices required to be gl\'cn to the Insurer under the Indenture shall be III
writing and shall be sent by registered or certified mail addressed to Ml3IA Insurance
Corporation,In King Street,Armonk New York 10504 Attention:Surveillance."
"K.lhc Issuer/Obligor ugrvcs to reimburse the Insurer immediately and
unconditionally upon demand,to the extent permitted by law, for all reasonable expenses,
Including attorneys'ICes and expenses,incurred by the Insurer in connection with (i)the
enforcement by the Insurer of the Issuer's/Obligator's obligations,or the preservation or
defense of any rights of the Insurer,under this Rcsoluuon/lndcnturc and any other
document executed in connection with the issuance of the Obligations,and (ii)any
consent,amendment,waiver or other action with respect to the Resolution/Indenture or
any related document,whether ot- not granted or approved,together with interest on al!
such expenses from and including the date incurred to the date of payment at CJtibank's
Prime Rate plus 3%or the maximum Interest rate permitted by law,whichever IS less.In
addition,the Insurer reserves the right to charge a fcc in connection with Its review of any
such consent.amendment or waiver,whether or not granted or approved.
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"1..The Issuer/Obligor agrees not [0 usc the Insurer's name 11\any public
document including,without limitation.a press release Of preseutauon,announcement O[
forum without the Insurer's pnor consent,provided,hOWCVl:f,such prohibition on the usc
of the Insurer's name shall not relate to the lise of the Insurer's standard approved form of
disclosure 111 public documents issued III connection with the current Obligations to be
Issued in accordance with the terms or the Commitment,and provided further such
prohibition shall not apply to the usc of the Insurer's name in order to comply with public
nonce,public meeung or public reporting requirements.
"M.The Issuer/Obligor shall not enter into any agreement nor shall it consent
to or participate in any arrangement pursuant to \VhICh Bonds arc tendered or purchased
for any purpose other than the redemption and cancellation or legal defeasance of such
Bonds without the prim written consent ofMlttA."
Any notices required to he given under the terms of this resolution shall also he given to the Bond Insurer,
AUIL:Insured Portfolio Management
Section II).Effective Date of Ordinance.ThIS ordinance shall take effect and he in force
from and ann ItS passage and five days following its publication as required by law.
PASSED by the City Council and APPROVED by the Mayor of the City or Marysville,
Washington,at a special open public mecung thereof,this 17
th day of May,2007.
Dennis 1..Kendall.Mayor
CITY OF 1\-1ARYSVlILE,WASIIINGTONL.(/~~LJj_
ATTI'.ST
APPROVED AS TO FORM·
(~erpe~LI~Bond/",,,el
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CERIlFJ('AIlON
I, the undersigned,City Clerk of the City of Marysville,Washington (the "Cio,
as follows'
1.lhc attached copy of Ordinance No..2::1Q?(thc "Ordinance")is a [IJI:
copy of an ordinance duly passed at it special meeting ofthe City Counci!of the ('11:,!'
meeting place thereof on May 17,2007,as that ordinance appears on the mmute book \.
Ordinance wifl he m full force and effect five days after publication in the City's offici:
2 Written notice specifying the tune and place of the special mectn
business to be transacted was given to all members ofthe City Council by millI or h),.1.
least 24 hours prior [0 the special meeting,a true and complete copy of which notice I,_,
Appendix 1;
3.Written notice of the special meeting was given to each local radio \'
and to each newspaper of general CIrculation that has on file with the City a writtel.n I'
ofspecial meetings,or to which such notice customarily is given;and
4. A quorum of the members of the City Council was present through,",~
majonty orthose members present voted III the proper manner for the passage ofthe-<•
IN WITNliSS w:II~RH)F,(have hereunto set my hand this 17'll day of M<1\.
CIT'{OF f\lAR'y'SVILLE,W.\:-;'
-------------_.,..--.---~---~~,-~.~--------------~---~----------
CITY OF MARYSVILLE
NOTICE OF ADOPTION OF ORDINANCE
PLEASE TAKE NOTICE that the Ordinance described below has been
enacted by the Mayor and City Council of the City of Marysville.The full text of
said Ordinance is available,for a charge,upon written request directed to the
City Clerk,Marysville City Hall, 1049 State Avenue,Marysville,Washington
98270.
Ordinance Number:
Date of Enactment
l;ff~ctive Date
Title of Ordinance
2700
May 17, 2007
May 28,2007
An Ordinance of the City of Marysville,Washington,relating to
contracting indebtedness;providing for the issuance of $8,045,000
par value of Limited Tax General Obligation Bonds,Series 2007A,
of the City for general City purposes to provide funds with which to
pay the cost of Transportation projects for the City,including
reconstruction of primary corridors and construction of "missing
links"within the City's current infrastructure:fixing the date, form,
maturities,interest rates,terms and covenants of the bonds;
establishing a bond redemption fund and a construction fund;
providing for bond insurance,and approving the sale and providing
for the delivery of the bonds to Piper Jaffray &Company of Seattle,
Washington.
Summary of Ordinance:
See title above. A complete copy of the Ordinance includinq
attachments is available for public inspection and review at the
office of the City Clerk, 1049 State Avenue,Marysville,Washington
98270.
TRACY JEFFRIES,CITY CLERK