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HomeMy WebLinkAboutO-2883 - Bonds issuance (Special)51174005.8 CITY OF MARYSVILLE,WASHINGTON ORDINANCE NO.2 'li'g-3 AN ORDINANCE of the City of Marysville,Washington,relating to contracting indebtedness;authorizing the issuance of limited tax general obligation bonds to provide the funds necessary to pay a portion of the costs of designing and constructing street improvements as part ofthe SR9/SR92 Break in Access project;authorizing the issuance of limited tax general obligation bond anticipation notes pending the issuance of those bonds;fixing or setting parameters with respect to certain terms and covenants of those notes and other notes previously authorized by the City for the purpose of fmancing a portion of the costs of constructing an Interstate 5 overpass at 156th Street NE as part of the Lakewood Triangle Access project;and providing for other matters relating thereto. Passed December 12,2011 This document prepared by: Foster Pepper PLLe 1111 Third Avenue,Suite 3400 Seattle,Washington 98101 (206)447-4400 TABLE OF CONTENTS Page Section 1.Definitions 1 Section 2.Recitals,Findings and Determinations 3 Section 3.Authorization .3 Section 4.Note Registrar;Registration and Transfer ofNotes .4 Section 5.Pledge ofTaxes 5 Section 6.Form and Execution ofNotes 5 Section 7.Payment ofNotes 5 Section 8.Tax Matters 6 Section 9.Deposit ofNote Proceeds 6 Section 10.Supplemental Ordinances 6 Section 11.General Authorization and Ratification 7 Section 12.Severability ,7 -1- 51174005.8 CITY OF MARYSVILLE,WASHINGTON ORDINANCE NO.:J,Yi1>3 AN ORDINANCE ofthe City of Marysville,Washington,relating to contracting indebtedness;authorizing the issuance of limited tax general obligation bonds to provide the funds necessary to pay a portion of the costs of designing and constructing street improvements as part of the SR9ISR92 Break in Access project;authorizing the issuance of limited tax general obligation bond anticipation notes pending the issuance of those bonds;fixing or setting parameters with respect to certain terms and covenants of those notes and other notes previously authorized by the City for the purpose of financing a portion of the costs of constructing an Interstate 5 overpass at I56th Street NE as part of the Lakewood Triangle Access project;and providing for other matters relating thereto. THE CITY COUNCIL OF THE CITY OF MARYSVILLE,WASHINGTON,DO ORDAIN,as follows: Section I.Definitions.As used in this ordinance,the following words shall have the following meanings: (a)"2012 Notes"means those Notes authorized herein to be issued in the calendar year 2012 in an amount not to exceed $10,000,000. (b)"BIA Bonds"means the not to exceed $5,600,000 limited tax general obligation bonds authorized by this ordinance for the purpose ofproviding the funds necessary to pay a portion ofthe costs ofthe Break In Access Project and to pay the costs of issuance and sale of the BIA Bonds. (c)"BIA Notes"means the not to exceed $5,600,000 limited tax general obligation bond anticipation notes authorized by this ordinance for the purpose of providing interim financing pending the issuance of the BIA Bonds and to pay the costs of issuance and sale ofthe BIA Notes. (d)"Bonds"means,collectively,the BIA Bonds and the LTA Bonds. (e)"Break In Access Project"means the design and construction of certain improvements to the SR9/SR92 intersection,including but not limited to constructing an additional approach.The Break in Access Project shall also include the payment of interest on the BIA Notes. -1- 51114005.8 (f)"City"means the City of Marysville,Washington,a municipal corporation duly organized and existing under the laws ofthe State. (g)"City Council"means the governing body of the City,acting in its legislative capacity. (h)"Code"means the United States Internal Revenue Code of 1986,as amended,and applicable rules and regulations promulgated thereunder. (i) successor officer. "Finance Director"means the Finance Director of the City or the (j)"Lakewood Triangle Access Project"means the construction of an Interstate 5 overpass at 156th Street NE.The Lakewood Triangle Access Project shall also include payment ofinterest on the LTA Notes. (k)"LTA Bonds"means the not to exceed $8,000,000 limited tax general obligation bonds authorized by Ordinance No.2868 for the purpose of providing the funds necessary to pay the costs of the Lakewood Triangle Access Project allocated to the City and to pay the costs ofissuance and sale ofthe LTA Bonds. (I)"LTA Notes"means the not to exceed $8,000,000 limited tax general obligation bond anticipation notes authorized by Ordinance No.2868 for the purpose of providing interim financing pending the issuance ofthe LTA Bonds and to pay the costs ofthe LTA Notes. (m)"Note Fund"means the special funds or accounts of the City created by the Finance Director and authorized by this ordinance to provide for payment ofthe Notes. (n)"Note Legislation"means:with respect to the BIA Notes,this ordinance; and with respect to the LTA Notes,this ordinance together with Ordinance No.2868. (0)"Note Registrar"means the Finance Director. (p)"Note Register"means the books or records maintained by the Note Registrar for the purpose ofidentifying ownership ofthe Notes. (q)"Notes"means,together,the LTA Notes and the BIA Notes. (r)"Project Funds"means certain funds or accounts created by the Finance Director for the purpose ofpaying the costs ofthe Projects. (s)"Projects"means,together,the Lakewood Triangle Access Project and the Break In Access Project. (t)"Registration Ordinance"means Ordinance No.1405 establishing a system ofregistration for the City's bonds and other obligations. -2- 5[174005.8 (u)"State"means the State of Washington. Section 2.Recitals,Findings and Determinations.The City Council makes the findings and determinations set forth below. (a)By Ordinance 2827,the City Council determined that the City would pay up to $8,000,000 of the costs of the Lakewood Triangle Access Project.For the purpose of providing the funds necessary to pay such costs allocated to the City,the City Council passed Ordinance No.2868 authorizing the issuance ofthe LTA Notes and the LTA Bonds. (b)RCW 39.50.030 provides that the City may designate by ordinance a representative of the City to sell and deliver authorized short-term obligations and to fix the dates,price,interest rates,and other details ofthe short-term obligations,as may be specified in such ordinance.By Ordinance No.2868,the City Council designated and authorized the Finance Director to contract for the LTA Notes. (c)The City is in need of carrying out the Break In Access Project,the total estimated cost of which is $5,600,000,and the City does not have available sufficient funds to pay its share ofthe cost. (d)The Council deems it to be in the best interests of the City to finance a portion of the costs of the Break In Access Project by issuing the BrA Bonds.Pending the issuance ofthe BrA Bonds,the Council deems it to be in the best interests ofthe City to issue the BIA Notes,and to payor refund the BIA Notes with proceeds ofthe BrA Bonds when issued. (e)It is desirable to designate and authorize the Finance Director to contract for the BrA Notes,all pursuant to chapter 39.50 RCW. (f)The maximum rate of interest for the BrA Notes and the standards for the index for the variable interest rates established in this ordinance are in the best interest of the City. Section 3.Authorization. (a)BrA Bonds.The City is authorized to borrow money on the credit of the City and issue the BIA Bonds in an aggregate principal amount not to exceed $5,600,000 for general City purposes to provide the funds necessary to pay a portion of the costs ofcarrying out the Break In Access Project and to pay the costs of issuance and sale of the BrA Bonds.The BIA Bonds may be issued in one or more series and may be issued in combination with other limited tax general obligation bonds ofthe City,including the LTA Bonds. (b)BrA Notes.For the purpose of providing the funds necessary to carry out the Break In Access Project pending the issuance of the BrA Bonds,the City is authorized to issue the BrA Notes in the aggregate principal amount not to exceed $5,600,000.The general indebtedness to be incurred shall be within the limit of up to I 1/2%ofthe value of the taxable property within the City permitted for general municipal purposes without a vote ofthe qualified voters therein. -3- 51174005,8 The Finance Director is hereby designated and authorized to negotiate and enter into contracts for the BIA Notes,all as provided by chapter 39.50 RCW.The BIA Notes may bear a fixed rate or rates or a variable rate or rates of interest which may be based on a bank prime rate, LIBOR rate,or any other rate index,but in any event shall not exceed a net effective interest rate of 6%per annum.The BIA Notes may be issued in one or more series and may be issued in combination with other series ofauthorized short-term obligations ofthe City,including the LTA Notes.The BIA Notes shall be dated as of the date of their issuance and shall not be outstanding,together with any other short-term obligations issued to redeem the same,for longer than the time permitted by chapter 39.50 RCW. The BIA Notes may be subject to prior redemption,may be sold at a discount,at par,or at a premium,and shall be in such denominations and bear such other covenants respecting payment as the Finance Director may determine.The Finance Director may provide for any other terms and conditions that the Finance Director determines are reasonably necessary for issuing the BIA Notes,including,but not limited to the payment ofbank fees,commitment fees, financial advisor fees,bond counsel fees and other costs of issuance. (c)The 2012 Notes.During the calendar year 2012,the aggregate principal amount of Notes issued shall not exceed $10,000,000 and such Notes may be combined and issued as a single note or as multiple notes (the "2012 Notes").The Finance Director shall allocate the proceeds from the 2012 Notes between the Projects in accordance with the Note Legislation.In no event shall proceeds from the 2012 Notes be allocated to the Lakewood Triangle Access Project and the Break In Access Project that exceed the principal amount authorized for the LTA Notes and the BIA Notes,respectively. Section 4.Note Registrar;Registration and Transfer ofNotes. (a)Note Registrar.The Finance Director is designated to act as Note Registrar for the Notes.The Note Registrar shall keep,or cause to be kept,sufficient books for the registration and transfer of the Notes.The Note Registrar shall serve as the City's authenticating agent,transfer agent,registrar and paying agent for the Notes and shall comply fully with applicable federal and state laws and regulations respecting the carrying out of those duties.The Note Registrar is authorized,on behalf of the City,to authenticate and deliver the Notes in accordance with the provisions of the Notes and this ordinance and to carry out all of the Note Registrar's powers and duties under this ordinance and the Registration Ordinance. (b)Registration of Notes.The Notes shall be issued only in registered form as to both principal and interest and shall be recorded on the Note Register,which shall contain the name and mailing addresses of the owners of the Notes and the principal amounts and numbers ofthe Notes.The Notes shall state on their face that the principal ofand interest on the Note shall be paid only to the owner thereof registered as such on the Note Register as of the record date set forth therein and to no other person or entity,and that the Note may not be assigned except on the books ofthe Note Registrar.When each Note has been paid in full,both principal and interest,such Note shall be surrendered to the Note Registrar,who shall cancel the Note. -4- 51174005.8 (c)Transfer and Exchange ofNotes.The Notes shall be transferable and exchanged in the manner approved by the Finance Director. Section 5.Pledge of Taxes.The City irrevocably pledges to redeem the Notes on or before their stated maturity from the proceeds ofthe Bonds,other short-term obligations,or other money of the City legally available for such purpose,and to include in its budget and levy taxes annually within the constitutional and statutory tax limitations provided by law without a vote of the electors of the City on all of the taxable property within the City in an amount sufficient, together with the proceeds from the Bonds,other short-term obligations and other money legally available and to be used therefor,to pay when due the principal of and interest on the Notes,and the full faith,credit and resources of the City are pledged irrevocably for the annual levy and collection ofthose taxes and the prompt payment ofthat principal and interest. Section 6.Form and Execution of Notes.The Notes shall be prepared in a form consistent with the provisions ofthis ordinance and State law and shall be signed by the Mayor and City Clerk,either or both ofwhose 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 Notes bearing a Certificate of Authentication in substantially 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 Note is one of the fully registered City of Maryville,Washington,Limited Tax General Obligation Bond Anticipation Notes,2012,described in the Note Legislation."The authorized signing of a Certificate of Authentication shall be conclusive evidence that the Note so authenticated has been dilly executed,authenticated and delivered and is entitled to the benefits ofthis ordinance. If any officer whose manual or facsimile signature appears on the Notes ceases to be an officer of the City authorized to sign notes before the Notes bearing his or her manual or facsimile signature are authenticated or delivered by the Note Registrar or issued by the City, those Notes 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 ofthe City authorized to sign notes.Any Note also may be signed on behalf of the City by any person who,on the actual date of signing ofthe Note,is an officer ofthe City authorized to sign notes,although he or she did not hold the required office on the date of issuance of the Notes. Section 7.Payment of Notes.The Finance Director is authorized to create the Note Fund for the payment of the Notes.All Bond proceeds,proceeds from other short-term obligations issued for the payment of the principal of and interest on the Notes,and taxes collected for and allocated to payment of the principal of and interest on the Notes shall be deposited in the Note Fund.Both principal of and interest on the Notes shall be payable in lawful money of the United States of America solely out of the Note Fund from the proceeds of the Bond authorized by this ordinance to be deposited in such account,or of other short-term obligations or from other money legally available and to be used therefor.Both interest on and principal ofthe Notes is payable by check or draft ofthe City mailed or by immediately available funds delivered on or before the interest payment date and/or maturity date or date of prior -5- 51174005.8 redemption to the registered owner thereof.Upon the final payment ofall principal and interest on any Note,such Note shall be surrendered to the Note Registrar for cancellation. Section 8.Tax Matters. (a)Preservation of Tax Exemption for Interest on Notes.The City covenants that it will take all actions necessary to prevent interest on the Notes 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 Notes or other funds of the City treated as proceeds of the Bonds at any time during the term of the Notes which will cause interest on the Notes to be included in gross income for federal income tax purposes.The City also covenants that it will,to the extent the arbitrage rebate requirements of Section 148 of the Code are applicable to the Notes,take all actions necessary to comply (or to be treated as having complied)with those requirements in connection with the Notes,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 ofthe Code to prevent interest on the Notes from being included in gross income for federal income tax purposes.The Finance Officer is authorized and directed to adopt and implement on behalf of the City procedures to facilitate compliance by the City with the covenants in this Section 8(a)and the applicable requirements ofthe Code that must be satisfied after the issue date to maintain the tax exemption for interest on the Notes after the issue date. (b)Designation of the 2012 Notes as "Qualified Tax-Exempt Obligation." The City has determined and certifies that (a)the 2012 Notes 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 and other obligations not required to be included in such calculation)which the City and any entity subordinate to the City (including any entity that the City controls,that derives its authority to issue tax-exempt obligations from the City,or that issues tax-exempt obligations on behalf of the City)will issue during 2012 (the calendar year in which the 2012 Notes are issued)will not exceed $10,000,000;and (c)the amount oftax-exempt obligations,including the 2012 Notes,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 2012 Notes are issued does not exceed $10,000,000.The City designates the 2012 Notes as "qualified tax-exempt obligations"for the purposes of Section 265(b)(3)of the Code. Section 9.Deposit of Note Proceeds.The Finance Director is authorized to create the Project Funds and is authorized and directed to deposit into the Project Funds the principal proceeds of the Notes to be used to pay the costs of carrying out the Projects and costs of issuance and sale of the Notes.Until needed to pay the costs of the Projects and costs of issuance and sale of the Notes,the City may invest principal proceeds temporarily in any legal investment,and the investment earnings may be retained in the Project Funds and be spent for the purposes ofthose funds. Section 10.Supplemental Ordinances.The Council from time to time and at any time may pass an ordinance or ordinances supplemental to this ordinance which supplemental ordinance or ordinances thereafter shall become a part of this ordinance,in order to:(a)add -6- 51174005.8 covenants and agreements that do not adversely affect the interests of the holders and owners of the Notes,or to surrender any right or power herein reserved to or conferred upon the City;or (b)cure any ambiguities or cure,correct or supplement any defective provision contained in this ordinance in a manner that does not materially adversely affect the interest of the holders and owners ofthe Notes. Section II.General Authorization and Ratification.The Finance Director,the Mayor and other appropriate officers of the City are each authorized to do everything as in their judgment may be necessary,appropriate or desirable in order to carry out the terms and provisions of,and complete the transactions contemplated by,the Bond Legislation. Section 12.Severability.The provisions of this ordinance are declared to be separate and severable.If a court of competent jurisdiction,all appeals having been exhausted or all appeal periods having run,finds any provision ofthis ordinance to be invalid or unenforceable as to any person or circumstance,such offending provision shall,if feasible,be deemed to be modified to be within the limits of enforceability or validity.However,if the offending provision cannot be so modified,it shall be null and void with respect to the particular person or circumstance,and all other provisions of this ordinance in all other respects,and the offending provision with respect to all other persons and all other circumstances,shall remain valid and enforceable. PASSED by the City Council of the City of Marysville,Washington,and signed III authentication ofits passage this 12th day ofDecember,2011. t ''f) (/c"~ -Jon Nehring,ayor \ ( ATTEST: tlJCli2,o < April O'Brien,Deputy City Clerk APPROVED AS TO FORM: -7- 51114005.8 CERTIFICATION I,the undersigned,City Clerk ofthe City ofMarysville,Washington (the "City"),hereby certify as follows: I.The attached copy of Ordinance No.2.~&'3(the "Ordinance")is a full,true and correct copy of an ordinance duly passed at a regular meeting of the City Council of the City held at the regular meeting place thereof on December 12,20 II,as that ordinance appears on the minute book of the City;and the Ordinance will be in full force and effect five days after publication in the City's official newspaper;and 2.A quorum of the members of the City Council was present throughout the meeting and a majority of those members present voted in the proper manner for the passage of the Ordinance. IN WITNESS WHEREOF,I have hereunto set my hand this 12th day of December, 2011. CITY OF CITY,WASHINGTON ri!'O~ -8- 51174005.8