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HomeMy WebLinkAboutPW13-065 - Supplement - Regional Water Supply System Partners - Repayment Agreement to City of Tacoma for Second Supply Project - 04/16/2013 CERTIFICATE OF THE CITY OF KENT I am the Mayor of the City of Kent, Washington ("Kent") authorized to execute this certificate on behalf of Kent This certificate is executed in connection with the issuance by the City of Tacoma ("Tacoma") of its Regional Water Supply System Revenue Refunding Bonds, 2013 (the "Bonds"), the Agreement effective as of December 19, 2002 (the "Project Agreement") for the Second Supply Project(the "Second Supply Project") among Kent,Tacoma, Covington Water District ("Covington") and Lakehaven Utility District ("Lakehaven," and, together with Tacoma, Kent and Covington, the "Participants"), the Repayment Agreement for the Bonds effective December 19, 2002, also among the Participants (the "2002 Repayment Agreement") and the Repayment Agreement effective August 24, 2010, also among the Participants (the "2010 Repayment Agreement"), as amended by the Amendment to the August 24, 2010 Repayment Agreement dated , 2013 (the"2010 Amendment"). I hereby certify as follows: 1. Kent is a municipal corporation duly organized, existing and operating under the provisions of Title 35A RCW. 2. Attached to this certificate as Exhibit A is a true copy of the excerpt of the minutes of the March 4, 2013 Kent Public Works Committee meeting and the excerpt of the minutes of the March 19, 2013 meeting of the City Council of Kent (the "Council") authorizing and approving the execution and delivery of the 2010 Amendment (together, the "Authorizing Motion"), which Authorizing Motion was approved by the Public Works Committee, and a majority of the Council at a regularly scheduled Council meeting that was open to the public and at which a quorum of the Council was present throughout The Authorizing Motion is in full force and effect, and has not been amended, revised or repealed. 3. Pursuant to the authority granted by the Authorizing Motion, I have duly executed the 2010 Amendment on behalf of Kent. 4. There is no action, suit, proceeding, inquiry or investigation by or before any court, governmental agency, public board or administrative body pending which has been formally served upon or otherwise noticed to Kent nor, to the best of my knowledge, threatened against Kent which (a) challenges, contests or questions the Authorizing Motion or the validity thereof or which seeks to prohibit, restrain or enjoin Kent from complying with the obligations on its part contained in the Project Agreement, the 2002 Repayment Agreement, the 2010 Repayment Agreement or the 2010 Amendment, (b) in any way questions the validity or enforceability of the Project Agreement, the 2002 Repayment Agreement, the 2010 Repayment Agreement or the 2010 Amendment, or (c) challenges or affects the corporate existence of Kent or the titles of its officers to their respective offices. 5. To the best of my knowledge, Kent has promptly met all principal and interest payments of its bonds, when due, has not defaulted on a payment of principal or interest on any of its bonds, and has never issued refunding bonds for the purpose of avoiding an impending default on its debt or other obligations for borrowed money. 51287959 1 i 6. Kent has taken all necessary action to declare Kent's obligation to pay its share of costs of the Project as a "Contract Resource Obligation" payable as an operation and maintenance expense of Kent's water utility. In connection with such declaration, attached as Exhibit B is the certificate required by Section 22 of Ordinance No. 3258 of the City that approved the Project Agreement. Since 2002, Kent has not taken any action to provide that the Second Supply Project is not a Contract Resource Obligation. 7. Kent has undertaken, in connection with bonds previously issued by Kent, to provide continuing disclosure pursuant to Securities and Exchange Commission Rule 15c2-12, and has complied with any such undertakings in all material respects. 8. The information contained in the Preliminary Official Statement for the Bonds dated March 26, 2013, and the Official Statement for the Bonds dated April 3, 2013 (together, the "Official Statement"), under the headings "INTRODUCTION," "SECURITY FOR THE BONDS — Payment Obligations of the Participants" and "—Rate Covenants," "THE SECOND SUPPLY PROJECT—Project Participants—City of Kent" and in Appendix B, relating to or provided by Kent is true and correct in all material respects and does not contain any untrue or incorrect statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Kent hereby ratifies and approves the use of such information by Tacoma in the Official Statement. 9. The Bonds are being issued to refund Tacoma's Regional Water Supply System Revenue Bonds, 2002 (the "2002 Bonds") and to pay costs of issuance of the Bonds. The issuance of the Bonds results in a present value monetary saving and the issuance of the Bonds does not require an increase of greater than $5,000 in debt service payments to be paid in any Fiscal Year or calendar year thereafter than would have been required to be paid in the same Fiscal Year or calendar year for Annual Debt Service on the 2002 Bonds. 10. The 2002 Repayment Agreement has been duly authorized, executed and delivered on behalf of Kent and constitutes the legal, valid and binding obligation of Kent, enforceable in accordance with its terms, except to the extent that enforceability is subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights 11. Kent does not have any debt that is subject to acceleration. 12. Except as otherwise disclosed in the Official Statement, all necessary approvals required to have been obtained by Kent, whether legal or administrative, have been obtained from applicable federal, state and local entities and agencies for Kent's participation in the Second Supply Project pursuant to the Project Agreement. 51297958 1 i DATED: April 16, 2013. CITY OF KENT, WASHINGTON By Suz e Cooke, Mayor Exhibit A— Excerpt of the March 4, 2013 Public Works Committee meeting and the March 19, 2013 City Council meeting Exhibit B — Certificate regarding Contract Resource Obligation 51287953 1