HomeMy WebLinkAbout3893Ordinance No. 3893
(Amending or Repealing Ordinances)
CFN=104 - Finance
Passed — 9/16/2008
LTGO Refunding Bonds, 2008
Repealed by Ordinance No. 3912
ORDINANCE NO., ) 0
AN ORDINANCE of the City of Kent,
Washington, providing for the issuance and sale
of limited tax general obligation refunding bonds
of the City in the aggregate principal amount of
not to exceed $8,700,000 to provide funds for
the purpose of refunding certain unlimited tax
general obligation bonds of the City, and paying
costs of issuance of the bonds; providing the
form and terms of the bonds; and delegating
authority to approve the final terms of the bonds.
PASSED: September 16, 2008
This document prepared by:
K&L Preston Gates Ellis LLP
Seattle, Washington
LTGO Refunding Bonds, 2008
TABLE OF CONTENTS
Page
SECTION 1. - Definitions..........................................................2
SECTION 2. - Authorization of Bonds .........................................
5
SECTION 3. -Description of Bonds .............................................
5
SECTION 4. - Registration, Transfer and Payment of Bonds ..........6
SECTION 5. - Redemption and Purchase of Bonds .....................
10
SECTION 6. - Form of the Bonds .............................................
13
SECTION 7. - Execution of the Bonds .......................................
16
SECTION S. - Refunding Procedures .........................................
17
SECTION 9. - Tax Covenants -Bonds .........................................
19
SECTION 10. - Bond Fund; Provision for Payment .....................
21
SECTION 11. - Defeasance.....................................................
21
SECTION 12. - Sale of the Bonds ............................................
22
SECTION 13. - Bond Insurance ...............................................
24
SECTION 14. - Continuing Disclosure Undertaking .....................
25
SECTION 15. - Lost, Stolen or Destroyed Bonds ........................
27
SECTION 16. - Severability.....................................................
28
SECTION 17. - Effective Date of Ordinance ...............................
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LTGO Refunding Bonds, 2008
CITY OF KENT, WASHINGTON
ORDINANCE NO.
AN ORDINANCE of the City of Kent,
Washington, providing for the issuance and sale
of limited tax general obligation refunding bonds
of the City in the aggregate principal amount of
not to exceed $8,700,000 to provide funds for
the purpose of refunding certain unlimited tax
general obligation bonds of the City, and paying
costs of issuance of the bonds; providing the
form and terms of the bonds; and delegating
authority to approve the final terms of the bonds.
RECITALS
A. Pursuant to Ordinance No. 3444 (the "1999 Bond Ordinance"),
passed on March 16, 1999, the City of Kent,
Washington (the "City") has
issued and has outstanding its
Limited Tax
General Obligation Bonds,
1999, issued under date of March 15, 1999 (the "1999 Bonds"), a portion
of which is eligible for refunding:
Maturity
Principal
Interest
(December 1)
Amount
Rate
2010 $
655,000
4.50%
2011
685,000
4.60
2012
715,000
4.70
2013
750,000
4.75
2019
5,335,000
5.00
(the "1999 Refunding Candidates"); and
B. The 1999 Bond Ordinance authorizes the redemption and
defeasance of the 1999 Refunding Candidates in advance of their
scheduled maturity on or after December 1, 2009, at any time at prices set
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LTGO Refunding Bonds, 2008
forth in the 1999 Bond Ordinance plus accrued interest to the date of
redemption; and
C. After due consideration it appears to this Council that all or a
portion of the 1999 Refunding Candidates may be defeased and refunded
by the proceeds of the refunding bonds authorized herein (the "Bonds") at
a substantial savings to the City; and
D. To effect such refunding in the manner that will be most
advantageous to the City, it is hereby found necessary and advisable that
certain "Acquired Obligations" (hereinafter identified) be purchased out of
the proceeds of sale of the Bonds;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT,
WASHINGTON, DO ORDAIN AS FOLLOWS:
SECTION 1. - Definitions. As used in this ordinance, the following
words shall have the following meanings:
Acquired Obligations means the Governmental Obligations now or
hereafter acquired by the City pursuant to Section 8 of this ordinance to
effect the refunding of the Refunded Bonds.
Beneficial Owner means any person that has or shares the power,
directly or indirectly to make investment decisions concerning ownership of
any Bonds (including persons holding Bonds through nominees,
depositories or other intermediaries).
Bond Fund means the LTGO Bond Debt Service Fund described in
Section 10 of this ordinance.
Bond Insurance Policy means the municipal bond insurance policy, if
any, issued by the Insurer insuring the payment when due of the principal
of and interest on all or a portion of the Bonds as provided therein.
Bond Purchase Contract means the contract for the purchase of the
Bonds between the Underwriters and City, executed pursuant to Section 12
of this ordinance.
Bond Register means the registration books showing the name,
address and tax identification number of each Registered Owner of the
Bonds, maintained pursuant to Section 149(a) of the Code.
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Bond Registrar means, initially, the fiscal agency of the State of
Washington, for the purposes of registering and authenticating the Bonds,
maintaining the Bond Register, effecting transfer of ownership of the Bonds
and paying interest on and principal of the Bonds.
Bonds means the City of Kent, Washington Limited Tax General
Obligation Refunding Bonds, Series 2008C, if any, issued pursuant to this
ordinance.
Bond Year means each one-year period that ends on the date
selected by the City. The first and last Bond Years may be short periods.
If no day is selected by the City before the earlier of the final maturity date
of the Bonds or the date that is five years after the date of issuance of the
Bonds, Bond Years end on each anniversary of the date of issue and on the
final maturity date of the Bonds.
City means the City of Kent, Washington, a municipal corporation of
the State of Washington.
Code means the Internal Revenue Code of 1986, as amended, and
shall include all applicable regulations and rulings relating thereto.
Commission means the Securities and Exchange Commission.
Council means the City Council of the City, as the same shall be duly
and regularly constituted from time to time.
Designated City Representative means the Mayor of the City and any
successor to the functions of such office.
DTC means The Depository Trust Company, New York, New York, a
limited purpose trust company organized under the laws of the State of
New York, as depository for the Bonds pursuant to Section 4 hereof.
Government Obligations means those obligations now or hereafter
defined as such in chapter 39.53 RCW.
Insurer means the municipal bond insurance company, if any,
selected and designated by the Designated City Representative, pursuant
to Section 13 of this ordinance, or any successor thereto or assignee
thereof, as issuer of a Bond Insurance Policy for all or a portion of the
Bonds.
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LTGO Refunding Bonds, 2008
Letter of Representations means the blanket issuer letter of
representations from the City to DTC.
MSRB means the Municipal Securities Rulemaking Board or any
successor to its functions.
Net Proceeds, when used with reference with the Bonds, means the
principal amount of the Bonds, plus accrued interest and original issue
premium, if any, and less original issue discount, if any.
1999 Bonds means the outstanding "City of Kent, Washington
Limited Tax General Obligation Bonds, 1999" issued pursuant to the 1999
Bond Ordinance.
1999 Bond Ordinance means Ordinance No. 3444 passed by the City
Council on March 16, 1999, authorizing the issuance of the 1999 Bonds.
1999 Refunding Candidates means the 1999 Bonds identified in the
recitals to this ordinance.
NRMSIR means a nationally recognized municipal securities
information repository.
Private Person means any natural person engaged in a trade or
business or any trust, estate, partnership, association, company or
corporation.
Private Person Use means the use of property in a trade or business
by a Private Person if such use is other than as a member of the general
public. Private Person Use includes ownership of the property by the
Private Person as well as other arrangements that transfer to the Private
Person the actual or beneficial use of the property (such as a lease,
management or incentive payment contract or other special arrangement)
in such a manner as to set the Private Person apart from the general
public. Use of property as a member of the general public includes
attendance by the Private Person at municipal meetings or business rental
of property to the Private Person on a day-to-day basis if the rental paid by
such Private Person is the same as the rental paid by any Private Person
who desires to rent the property. Use of property by nonprofit community
groups or community recreational groups is not treated as Private Person
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LTGO Refunding Bonds, 2008
Use if such use is incidental to the governmental uses of property, the
,,property is made available for such use by all such community groups on
an equal basis and such community groups are charged only a de minimis
fee to cover custodial expenses.
RCW means the Revised Code of Washington.
Refunded Bonds means the 1999 Refunding Candidates selected as
Refunded Bonds by the Designated City Representative pursuant to
Section 8(a).
Registered Owner means the person named as the registered owner
of a Bond in the Bond Register. For so long as the Bonds are held in book -
entry only form, DTC shall be deemed to be the sole Registered Owner.
Rule means the Commission's Rule 15c2-12 under the Securities
Exchange Act of 1934, as the same may be amended from time to time.
Savings Target means a dollar amount equal to at least [three
percent (3.0%)] of the outstanding principal of the Refunded Bonds.
SID means a state information depository, if any, for the State of
Washington.
Underwriters mean Siebert Brandford Shank & Co., LLC, Lehman
Brothers Inc. and Piper ]affray & Co.
SECTION 2, - Authorization of Bonds. The City shall issue limited
tax general obligation refunding bonds (the "Bonds") in an aggregate
amount not to exceed $8,700,000 for the purpose of providing the funds
necessary to (i) refund the Refunded Bonds and (ii) pay all or a portion of
the costs incidental to the foregoing and to the issuance of the Bonds.
SECTION 3, -Description of Bonds. The Bonds shall be general
obligations of the City; shall be designated the "City of Kent, Washington,
Limited Tax General Obligation Refunding Bonds, 2008", with an additional
series designation of "C", if necessary; shall be dated as of their initial date
of delivery; shall be fully registered as to both principal and interest; shall
be in the denomination of $5,000 each, or any integral multiple thereof
within a maturity, provided that no Bond shall represent more than one
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tTGO Refunding Bonds, 2008
maturity; shall be numbered separately in such manner and with any
additional designation as the Bond Registrar deems necessary for purposes
of identification; shall bear interest from their date, payable on
December 1, 2008, and semiannually thereafter on the first days of each
June and December; and shall mature on December 1 in the years and
principal amounts set forth and approved in the Bond Purchase Contract
executed by the Designated City Representative pursuant to Section 12 of
this ordinance.
SECTION 4. - Reciistration, Transfer and Payment of Bonds. The
City hereby specifies and adopts the system of registration approved by
the Washington State Finance Committee from time to time through the
appointment of state fiscal agencies. The City shall cause a Bond Register
to be maintained by the Bond Registrar. So long as any Bonds remain
outstanding, the Bond Registrar shall make all necessary provisions to
permit the exchange or registration or transfer of Bonds at its principal
corporate trust office. The Bond Registrar may be removed at any time at
the option of the Finance Director upon prior notice to the Bond Registrar
and a successor Bond Registrar appointed by the Finance Director. No
resignation or removal of the Bond Registrar shall be effective until a
successor shall have been appointed and until the successor Bond Registrar
shall have accepted the duties of the Bond Registrar hereunder. The Bond
Registrar is authorized, on behalf of the City, to authenticate and deliver
Bonds transferred or exchanged in accordance with the provisions of such
Bonds and this ordinance and to carry out all of the Bond Registrar's
powers and duties under this ordinance. The Bond Registrar shall be
responsible for its representations contained in the Certificate of
Authentication of the Bonds.
The City and the Bond Registrar, each in its discretion, may deem
and treat the Registered Owner of each Bond as the absolute owner
thereof for all purposes (except as provided in Section 14 of this
ordinance), and neither the City nor the Bond Registrar shall be affected by
any notice to the contrary. Payment of any such Bond shall be made only
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LTGO Refunding Bonds, 2008
as described in this section, but such Bond may be transferred as herein
provided. All such payments made as described in this section shall be
valid and shall satisfy and discharge the liability of the City upon such Bond
to the extent of the amount or amounts so paid.
The Bonds initially shall be held in fully immobilized form by DTC
acting as depository. To induce DTC to accept the Bonds as eligible for
deposit at DTC, the City has executed and delivered to DTC a Blanket
Issuer Letter of Representations. Neither the City nor the Bond Registrar
will have any responsibility or obligation to DTC participants or the persons
for whom they act as nominees (or any successor depository) with respect
to the Bonds in respect of the accuracy of any records maintained by DTC
(or any successor depository) or any DTC participant, the payment by DTC
(or any successor depository) or any DTC participant of any amount in
respect of the principal of or interest on Bonds, any notice which is
permitted or required to be given to Registered Owners under this
ordinance (except such notices as shall be required to be given by the City
to the Bond Registrar or to DTC (or any successor depository)), or any
consent given or other action taken by DTC (or any successor depository)
as the Registered Owner. For so long as any Bonds are held in
fully -immobilized form hereunder, DTC or its successor depository shall be
deemed to be the Registered Owner for all purposes hereunder, and all
references herein to the Registered Owners shall mean DTC (or any
successor depository) or its nominee and shall not mean the owners of any
beneficial interest in such Bonds.
If any Bond shall be duly presented for payment and funds have not
been duly provided by the City on such applicable date, then interest shall
continue to accrue thereafter on the unpaid principal thereof at the rate
stated on such Bond until it is paid.
The Bonds shall be registered initially in the name of "Cede & Co.",
as nominee of DTC, with one Bond maturing on each of the maturity dates
for the Bonds in a denomination corresponding to the total principal therein
designated to mature on such date. Registered ownership of such
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LTGO Refunding Bonds, 2008
immobilized Bonds, or any portions thereof, may not thereafter be
transferred except (i) to any successor of DTC or its nominee, provided
that any such successor shall be qualified under any applicable laws to
provide the service proposed to be provided by it; (ii) to any substitute
depository appointed by the Finance Director pursuant to this section or
such substitute depository's successor; or (iii) to any other person as
specifically provided in this section.
Upon the resignation of DTC or its successor (or any substitute
depository or its successor) from its functions as depository or a
determination by the Finance Director to discontinue the system of
book -entry transfers through DTC or its successor (or any substitute
depository or its successor), the Finance Director may hereafter appoint a
substitute depository. Any such substitute depository shall be qualified
under any applicable laws to provide the services proposed to be provided
by it.
In the case of any transfer pursuant to clause (i) or (ii) above, the
Bond Registrar shall, upon receipt of all outstanding Bonds, together with a
written request on behalf of the Finance Director, issue a single new Bond
for each maturity then outstanding, registered in the name of such
successor or such substitute depository, or their nominees, as the case
may be, all as specified in such written request of the Finance Director.
In the event that (i) DTC 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 Finance Director determines that it
is in the best interest of the Beneficial Owners of the Bonds that such
owners be able to obtain such bonds in the form of Bond certificates, the
ownership of the Bonds may then be transferred to any person or entity as
herein provided, and shall no longer be held in fully -immobilized form. The
Finance Director shall deliver a written request to the Bond Registrar,
together with a supply of definitive Bonds, to issue Bonds as herein
provided in any authorized denomination. Upon receipt by the Bond
Registrar of all then outstanding Bonds together with a written request on
LTGO Refunding Bonds, 2008
behalf of the Finance Director to the Bond Registrar, new Bonds shall be
issued in the appropriate denominations and registered in the names of
(such persons as are requested in such written request.
The transfer of any Bond may be registered and Bonds may be
exchanged, but no transfer of any such Bond shall be valid unless it is
surrendered to the Bond Registrar with the assignment form appearing on
such Bond duly executed by the Registered Owner or such Registered
Owner's duly authorized agent in a manner satisfactory to the Bond
Registrar. Upon such surrender, the Bond Registrar shall cancel the
surrendered Bond and shall authenticate and deliver, without charge to the
Registered Owner or transferee therefor, a new Bond (or Bonds at the
option of the new Registered Owner) of the same date, maturity and
interest rate and for the same aggregate principal amount in any
authorized denomination, naming as Registered Owner the person or
persons listed as the assignee on the assignment form appearing on the
surrendered Bond, in exchange for such surrendered and cancelled Bond.
Any Bond may be surrendered to the Bond Registrar and exchanged,
without charge, for an equal aggregate principal amount of Bonds of the
same date, maturity and interest rate, in any authorized denomination.
The Bond Registrar shall not be obligated to register the transfer or to
exchange any Bond during the 15 days preceding any interest payment or
principal payment date any such Bond is to be redeemed.
The Bond Registrar may become the Registered Owner of any Bond
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 member of, or in any other capacity with
respect to, any committee formed to protect the right of the Registered
Owners of Bonds.
The City covenants that, until all Bonds have been surrendered and
canceled, it will maintain a system for recording the ownership of each
2008A Bond that complies with the provisions of Section 149(a) of the
Code.
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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
calculated on the basis of a year of 360 days and twelve 30 -day months.
For so long as all Bonds are in fully immobilized form, payments of
principal and interest thereon shall be made as provided in accordance with
the operational arrangements of DTC referred to in the Letter of
Representations. In the event that the Bonds are no longer in fully
immobilized form, interest on the Bonds shall be paid by check or draft
mailed to the Registered Owners at the addresses for such Registered
Owners appearing on the Bond Register on the fifteenth day of the month
preceding the interest payment date, or upon the written request of a
Registered Owner of more than $1,000,000 of Bonds (received by the Bond
Registrar at least 15 days prior to the applicable payment date), such
payment shall be made by the Bond Registrar by wire transfer to the
account within the continental United States designated by the Registered
Owner. Principal of the Bonds shall be payable upon presentation and
surrender of such Bonds by the Registered Owners at the principal office of
the Bond Registrar.
SECTION 5, — Redemption and Purchase of Bonds. The Bonds may
be called for redemption prior to scheduled maturity under terms approved
by the Designated City Representative in the Bond Purchase Contract
pursuant to Section 12 of this ordinance.
For as long as the Bonds are held in book -entry only form, the
selection of particular Bonds within a maturity to be redeemed shall be
made in accordance with the operational arrangements then in effect at
DTC. If the Bonds are no longer held in uncertificated form, the selection
of such Bonds to be redeemed and the surrender and reissuance thereof,
as applicable, shall be made as provided in the following provisions of this
section. If the City redeems at any one time fewer than all of the Bonds
having the same maturity date, the particular Bonds or portions of Bonds
of such maturity to be redeemed shall be selected by lot (or in such
manner determined by DTC or the Bond Registrar) in increments of
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$5,000. In the case of a Bond of a denomination greater than $5,000, the
City and the Bond Registrar shall treat each Bond as representing such
number of separate Bonds each of the denomination of $5,000 as is
obtained by dividing the actual principal amount of such Bond by $5,000.
In the event that only a portion of the principal sum of a Bond is
redeemed, upon surrender of such Bond at the principal office of the Bond
Registrar there shall be issued to the Registered Owner, without charge
therefor, for the then unredeemed balance of the principal sum thereof, at
the option of the Registered Owner, a Bond or Bonds of like maturity and
interest rate in any of the denominations herein authorized.
For so long as the Bonds are held in uncertificated form, notice of
redemption (which notice may be conditional) shall be given in accordance
with the operational arrangements of DTC as then in effect, and neither the
City nor the Bond Registrar will provide any notice of redemption to any
Beneficial Owners. Thereafter (if the Bonds are no longer held in
uncertificated form), notice of redemption shall be given in the manner
hereinafter provided. Unless waived by any owner of Bonds to be
redeemed, official notice of any such redemption (which redemption may
be conditioned by the Bond Registrar on the receipt of sufficient funds for
redemption or otherwise) shall be given by the Bond Registrar on behalf of
the City by mailing a copy of an official redemption notice by first class
mail at least 30 days and not more than 60 days prior to the date fixed for
redemption to the Registered Owner of the Bond or Bonds to be redeemed
at the address shown on the Register or at such other address as is
furnished in writing by such Registered Owner to the Bond Registrar.
All official notices of redemption shall be dated and shall state:
(i) the redemption date, (ii) the redemption price, (iii) if fewer than all
outstanding Bonds are to be redeemed, the identification by maturity (and,
in the case of partial redemption, the respective principal amounts) of the
Bonds to be redeemed, (iv) that on the redemption date the redemption
price will become due and payable upon each such Bond or portion thereof
called for redemption, and that interest thereon shall cease to accrue from
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and after said date, and (v) the place where such Bonds are to be
surrendered for payment of the redemption price, which place of payment
shall be the principal office of the Bond Registrar.
On or prior to any redemption date, the City shall deposit with the
Bond Registrar an amount of money sufficient to pay the redemption price
of all the Bonds or portions of Bonds which are to be redeemed on that
date.
If an unconditional notice of redemption has been given as
aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the
redemption date, become due and payable at the redemption price therein
specified, and from and after such date such Bonds or portions of Bonds
shall cease to bear interest. Upon surrender of such Bonds for redemption
in accordance with said notice, such Bonds shall be paid by the Bond
Registrar at the redemption price. Installments of interest due on or prior
to the redemption date shall be payable as herein provided for payment of
interest. All Bonds which have been redeemed shall be canceled and
destroyed by the Bond Registrar and shall not be reissued.
In addition to the foregoing notice, further notice shall be given by
the City as set out below, but no defect in said further notice nor any
failure to give all or any portion of such further notice shall in any manner
defeat the effectiveness of a call for redemption if notice thereof is given as
above prescribed. Each further notice of redemption given hereunder shall
contain the information required above for an official notice of redemption
plus (i) the CUSIP numbers of all Bonds being redeemed; (ii) the date of
issue of the Bonds as originally issued; (iii) the rate of interest borne by
each Bond being redeemed; (iv) the maturity date of each Bond being
redeemed; and (v) any other descriptive information needed to identify
accurately the Bonds being redeemed. Each further notice of redemption
may be sent at least 35 days before the redemption date to each party
entitled to receive notice pursuant to Section 14, the Insurer, if any, and to
the Underwriters and with such additional information as the City shall
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deem appropriate, but such mailings shall not be a condition precedent to
the redemption of such Bonds.
The foregoing notice provisions of this Section 5, including but not
limited to the information to be included in redemption notices and the
persons designated to receive notices, may be amended by additions,
deletions and changes in order to maintain compliance with duly
promulgated regulations and recommendations regarding notices of
redemption of municipal securities.
The City reserves the right to purchase any of the Bonds offered to it
at any time at a price deemed reasonable by the Finance Director. Bonds
purchased by the City shall be cancelled.
SECTION 6, - Form of the Bonds. The Bonds shall be in
substantially the following form:
[DTC LANGUAGE]
[STATEMENT OF INSURANCE]
UNITED STATES OF AMERICA
NO. $
STATE OF WASHINGTON
CITY OF KENT, WASHINGTON
LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, 2008C
INTEREST RATE: % MATURITY DATE: CUSIP NO.:
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The City of Kent, Washington (the "City"), hereby acknowledges
itself to owe and for value received promises to pay to the Registered
Owner identified above, or registered assigns, on the Maturity Date
identified above, the Principal Amount indicated above and to pay interest
thereon from , 2008, or the most recent date to which
interest has been paid or duly provided for until payment of this bond at
the Interest Rate set forth above, payable on December 1, 2008, and
semiannually thereafter on the first days of each succeeding June and
December. Both principal of and interest on this bond are payable in lawful
money of the United States of America. The fiscal agency of the State of
Washington has been appointed by the City as the authenticating agent,
paying agent and registrar for the bonds of this issue (the "Bond
;Registrar"). For so long as the bonds of this issue are held in fully
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immobilized form, payments of principal and interest thereon shall be
made as provided in accordance with the operational arrangements of The
Depository Trust Company ("DTC') referred to in the Blanket Issuer Letter
of Representations (the "Letter of Representations") from the City to DTC.
The bonds of this issue are issued under and in accordance with the
provisions of the Constitution and applicable statutes of the State of
Washington and Ordinance No. duly passed by the City Council
on September 16, 2008 (the "Bond Ordinance"). Capitalized terms used in
this bond have the meanings given such terms in the Bond Ordinance.
This bond shall not be valid or become obligatory for any purpose or
be entitled to any security or benefit under the Bond Ordinance until the
Certificate of Authentication hereon shall have been manually signed by or
on behalf of the Bond Registrar or its duly designated agent.
This bond is one of an authorized issue of bonds of like date, tenor,
rate of interest and date of maturity, except as to number and amount in
the aggregate principal amount of $ and is issued pursuant to
the Bond Ordinance to refund certain outstanding limited tax general
obligation bonds of the City and to pay costs of issuance. [Simultaneously
with the issuance of the bonds of this issue the City has issued its City of
Kent, Washington Limited Tax General Obligation Bonds, 2008A and 2008B
(Taxable).]
The bonds of this issue are subject to redemption prior to their
stated maturities as provided in the Bond Ordinance.
The City hereby irrevocably covenants and agrees with the owner of
this bond that it will include in its annual budget and levy taxes annually,
within and as a part of the tax levy permitted to the City without a vote of
the electorate, upon all the property subject to taxation in amounts
sufficient, together with other money legally available therefor, to pay the
principal of and interest on this bond as the same shall become due. The
full faith, credit and resources of the City are hereby irrevocably pledged
for the annual levy and collection of such taxes and the prompt payment of
such principal and interest.
The bonds of this issue are not "qualified tax-exempt obligations" for
investment by financial institutions under Section 265(b) of the Code.
The pledge of tax levies for payment of principal of and interest on
the bonds may be discharged prior to maturity of the bonds by making
provision for the payment thereof on the terms and conditions set forth in
the Bond Ordinance.
It is hereby certified that all acts, conditions and things required by
the Constitution and statutes of the State of Washington to exist, to have
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happened, been done and performed precedent to and in the issuance of
this bond have happened, been done and performed and that the issuance
of this bond and the bonds of this issue does not violate any constitutional,
statutory or other limitation upon the amount of bonded indebtedness that
the City may incur.
IN WITNESS WHEREOF, the City of Kent, Washington has caused
this bond to be executed by the manual or facsimile signatures of the
Mayor and City Clerk and the seal of the City imprinted, impressed or
otherwise reproduced hereon as of this day of .12008.
CITY OF KENT, WASHINGTON
/s/ manual or facsimile
By Mayor
ATTEST:
/s/ manual or facsimile
City Clerk
[SEAL]
The Bond Registrar's Certificate of Authentication on the Bonds shall
be in substantially the following form:
CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds described in the within mentioned
Bond Ordinance and is one of the Limited Tax General Obligation Refunding
Bonds, 2008C of the City of Kent, Washington, dated
2008.
WASHINGTON STATE FISCAL AGENCY,
as Bond Registrar
A
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR TAXPAYER
IDENTIFICATION NUMBER OF TRANSFEREE
(Please print or typewrite name and address, including zip code of
Transferee)
the within bond and all rights thereunder and does hereby irrevocably
constitute and appoint of , or its
successor, as agent to transfer said bond on the books kept by the Bond
Registrar for registration thereof, with full power of substitution in the
premises.
DATED: ,
SIGNATURE GUARANTEED:
Notice: signature(s) must be
guaranteed pursuant to law.
NOTE: The signature of this
Assignment must correspond with
the name of the registered owner as
it appears upon the face of the
within bond in every particular,
without alteration or enlargement or
any change whatever.
SECTION 7, - Execution of the Bonds. The Bonds shall be executed
on behalf of the City with the manual or facsimile signatures of the Mayor
and City Clerk of the City and the seal of the City shall be impressed,
imprinted or otherwise reproduced thereon.
Only such Bonds as shall bear thereon a Certificate of Authentication
in the form hereinbefore recited, manually executed by the Bond Registrar,
shall be valid or obligatory for any purpose or entitled to the benefits of
is ordinance. Such Certificate of Authentication shall be conclusive
idence that the Bonds so authenticated have been duly executed,
16
LTGO Refunding Bonds, 2008
lauthenticated and delivered hereunder and are entitled to the benefits of
ordinance.
In case either of the officers who shall have executed the Bonds
shall cease to be an officer or officers of the City before the Bonds so
signed shall have been authenticated or delivered by the Bond Registrar, or
issued by the City, such Bonds may nevertheless be authenticated,
delivered and issued and upon such authentication, delivery and issuance,
shall be as binding upon the City as though those who signed the same had
continued to be such officers of the City. Any Bond may be signed and
attested on behalf of the City by such persons who at the date of the actual
execution of such Bond, are the proper officers of the City, although at the
original date of such Bond any such person shall not have been such officer
of the City.
SECTION S. - Refunding Procedures
(a) Designation of Refunded Bonds. All or some of the 1999
Refunding Candidates may be refunded and refinanced with the proceeds
of the Bonds authorized by this ordinance. The Designated City
Representative may select some or all of the 1999 Refunding Candidates
and designate those 1999 Refunding Candidates as the "Refunded Bonds"
at or prior to the time of sale of the Bonds.
(b) Creation of Refunding Account. A special account is hereby
authorized to be created by the Finance Director, which account is to be
drawn for the sole purpose of paying (or purchasing Government
Obligations, which obligations so purchased, are herein called "Acquired
Obligations") maturing in such amounts and at such times as to pay) the
principal of and premium and interest on the Refunded Bonds. The special
account shall be held as a trust fund for the benefit of the owners of the
Refunded Bonds, wholly segregated from all other funds and securities on
deposit with the Finance Director. The Finance Director shall not allow the
assets or amounts on deposit for the benefit of the Refunded Bonds to be
commingled with any other funds or securities of the City. The Finance
17
tTGO Refunding Bonds, 2008
Director shall cause the assets and amounts on deposit in such special
account to be held and disposed of only as set forth in this section.
(c) Application of Bond Proceeds. A portion of the net proceeds of
the Bonds (exclusive of any amounts designated by the Designated City
Representative to be used to pay costs of issuance of the Bonds), together
with other available funds of the City in the amount specified by the
Designated City Representative, shall be applied at the direction of the
Designated City Representative to purchase the Acquired Obligations to be
used to redeem the Refunded Bonds on their redemption date.
(d) Defeasance of Refunded Bonds. The net proceeds of the
Bonds so deposited shall be utilized immediately upon receipt thereof to
redeem Refunded Bonds or to purchase the Government Obligations
specified by the Designated City Representative and to maintain such
necessary beginning cash balance to defease the Refunded Bonds and to
discharge the other obligations of the City relating thereto under the 1999
Bond Ordinance, by providing for the payment of the interest on the
Refunded Bonds to the date fixed for redemption and the redemption price
on the redemption date for the Refunded Bonds.
When the final transfers have been made for the payment of such
redemption price and interest on the Refunded Bonds, any balance then
remaining shall be used for the purposes specified by the Designated City
Representative.
(e) Redemption of Refunded Bonds. The Council hereby calls the
Refunded Bonds that are callable for redemption on the redemption date
specified by the Designated City Representative in accordance with the
1999 Bond Ordinance.
Said defeasance and call for redemption of the Refunded Bonds shall
be irrevocable after the deposit of the proceeds of the Bonds as described
in Section 8(c).
The Designated City Representative shall be authorized and directed
to provide for the giving of irrevocable notice of the redemption of the
callable Refunded Bonds in accordance with the terms of the 1999 Bond
18
LTGO Refunding Bonds, 2008
Ordinance. The Finance Director is authorized and directed to provide
whatever assistance is necessary to accomplish such redemption and the
giving of notice therefor.
SECTION 9. — Tax Covenants -Bonds. The City covenants that it will
not take or permit to be taken on its behalf any action that would
adversely affect the exemption from federal income taxation of the interest
on the Bonds and will take or require to be taken such acts as may
reasonably be within its ability and as may from time to time be required
under applicable law to continue the exemption from federal income
taxation of the interest on the Bonds.
Without limiting the generality of the foregoing, the City covenants
that it will not take any action or fail to take any action with respect to the
proceeds of sale of the Bonds or any other funds of the City which may be
deemed to be proceeds of the Bonds pursuant to Section 148 of the Code
and the regulations promulgated thereunder which, if such use had been
reasonably expected on the dates of delivery of the Bonds to the initial
purchasers thereof, would have caused the Bonds to be treated as
"arbitrage bonds" within the meaning of such term as used in Section 148
of the Code.
The City will comply with the requirements of Section 148 of the
Code and the applicable regulations thereunder throughout the term of the
Bonds.
The City covenants that for as long as the Bonds are outstanding, it
will not permit: (i) more than 10% of the Net Proceeds of the Bonds to be
allocated to any Private Person Use; and (ii) more than 10% of the
principal or interest payments on the Bonds in a Bond Year to be directly or
indirectly secured by any interest in property used or to be used for any
Private Person Use or secured by payments in respect of property used or
to be used for any Private Person Use, or derived from payments (whether
or not made to the City) in respect of property, or borrowed money, used
or to be used for any Private Person Use.
19
LTGO Refunding Bonds, 2008
The City further covenants that, if: (i) more than five percent of the
Net Proceeds of the Bonds are allocable to any Private Person Use; and
(ii) more than five percent of the principal or interest payments on the
Bonds in a Bond Year are (under the terms of this ordinance or any
underlying arrangement) directly or indirectly secured by any interest in
property used or to be used for any Private Person Use or secured by
payments in respect of property used or to be used for any Private Person
Use, or derived from payments (whether or not made to the City) in
respect of property, or borrowed money, used or to be used for any Private
Person Use, then, any Private Person Use of the Projects or Private Person
Use payments that is in excess of the five percent limitations described
above will be for a Private Person Use that is related to the state or local
governmental use of the Projects funded by the proceeds of the Bonds, and
any Private Person Use will not exceed the amount of Net Proceeds of the
Bonds allocable to the state or local governmental use portion of the
Project(s) to which the Private Person Use of such portion of the projects
refunded by the proceeds of the Bonds relate. The City further covenants
that it will comply with any limitations on the use of the Projects funded by
the proceeds of the Bonds by other than state and local governmental
users that are necessary, in the opinion of its bond counsel, to preserve
the tax exemption of the interest on the Bonds.
The covenants of this section are specified solely to assure the
continued exemption from regular income taxation of the interest on the
Bonds. To that end, the provisions of this section may be modified or
eliminated without any requirement for formal amendment thereof upon
receipt of an opinion of the City's bond counsel that such modification or
elimination will not adversely affect the tax exemption of interest on any
(Bonds.
The City has not designated the Bonds as "qualified tax-exempt
ligations" under Section 265(b)(3) of the Code for investment by
ancial institutions.
20
LTGO Refunding Bonds, 2008
SECTION 10. - Bond Fund; Provision for Payment. The City has
heretofore established a fund to be used for the payment of debt service
the Bonds, designated as the "LTGO Bond Debt Service Fund" (the "Bond
Fund"). No later than the date each payment of principal of and/or interest
on the Bonds matures or becomes due and payable, the City shall transmit
sufficient funds, from the Bond Fund or from other legally available sources
to the Bond Registrar for the payment of such principal and/or interest.
Money in the Bond Fund not needed to pay the interest or principal next
coming due may temporarily be deposited in legal investments for City
funds.
The City hereby irrevocably covenants and agrees for as long as any
of the Bonds are outstanding and unpaid that each year it will include in its
budget and levy an ad valorem tax upon all the property within the City
subject to taxation in an amount that will be sufficient, together with all
other revenues and money of the City legally available for such purposes,
to pay the principal of and interest on the Bonds as the same shall become
due.
The City hereby irrevocably pledges that the annual tax provided for
herein to be levied for the payment of such principal and interest shall be
within and as a part of the tax levy permitted to cities without a vote of the
people, and that a sufficient portion of each annual levy to be levied and
collected by the City prior to the full payment of the principal of and
interest on the Bonds will be and is hereby irrevocably set aside, pledged
and appropriated for the payment of the principal of and interest on the
Bonds. The full faith, credit and resources of the City are hereby
irrevocably pledged for the annual levy and collection of said taxes and for
the prompt payment of the principal of and interest on the Bonds as the
same shall become due.
SECTION 11. - Defeasance. In the event that the City, in order to
effect the payment, retirement or redemption of any Bond, sets aside in
the Bond Fund or in another special account, cash or noncallable
Government Obligations, or any combination of cash and/or noncallable
21
LTGO Refunding Bonds, 2008
Government Obligations, in amounts and maturities which, together with
the known earned income therefrom, are sufficient to redeem or pay and
retire such Bond in accordance with its terms and to pay when due the
interest and redemption premium, if any, thereon, and such cash and/or
noncallable Government Obligations are irrevocably set aside and pledged
for such purpose, then no further payments need be made into the Bond
Fund for the payment of the principal of and interest on such Bond. The
owner of a Bond so provided for shall cease to be entitled to any lien,
benefit or security of this ordinance except the right to receive payment of
principal, premium, if any, and interest from the Bond Fund or such special
account, and such Bond shall be deemed to be not outstanding under this
ordinance.
The City shall give written notice of defeasance to the owners of all
Bonds so provided for within 30 days of the defeasance and to each party
entitled to receive notice in accordance with Section 14 of this ordinance.
SECTION 12, - Sale of the Bonds. The Bonds shall be sold by
negotiated sale to the Underwriters pursuant to the terms of the Bond
Purchase Contract. The Designated City Representative is hereby
authorized to negotiate terms for the purchase of the Bonds and execute
the Bond Purchase
Contract, with such terms as are approved by
her
pursuant to this
section and consistent with
this ordinance.
The
Underwriters have
advised the Council that
market conditions
are
fluctuating and, as a result, the most favorable market conditions may
occur on a day other than a regular meeting date of the Council. The
Council has determined that it would be in the best interest of the City to
!delegate to the Designated Representative for a limited time the authority
to determine whether to proceed with the refunding of the Refunded
Bonds, to designate which of the Refunding Candidates shall be the
Refunded Bonds, and to approve the final interest rates, maturity dates,
aggregate principal amount, terms of redemption and redemption rights
and principal amounts of each maturity of the Bonds. The Designated
Representative is hereby authorized to determine whether to proceed with
22
tTGO Refunding Bonds, 2008
the refunding of the Refunded Bonds if and to the extent that the
aggregate savings to be realized as a result of the refunding of the
Refunded Bonds (i.e., the present value of (i) the aggregate debt service
on the Refunded Bonds minus (ii) the aggregate debt service on the
Refunding Bonds, after payment of all costs of issuance of the Bonds),
exceed the Savings Target. The Designated City Representative is further
authorized to approve the final interest rates, aggregate principal amount,
principal maturities and redemption rights for the Bonds in the manner
provided hereafter so long as (i) the aggregate principal amount of all
Bonds does not exceed $8,700,000; and (ii) the true interest cost for the
Bonds does not exceed 5.50%.
In determining whether or not to proceed with bond insurance and
determining the final interest rates, aggregate principal amounts, principal
maturities and redemption rights, the Designated City Representative, in
consultation with City staff, shall take into account those factors that, in
her judgment, will result in the lowest true interest cost on the Bonds to
their maturity, including, but not limited to current financial market
conditions and current interest rates for obligations comparable in tenor
and quality to the Bonds. Subject to the terms and conditions set forth in
this Section 12, the Designated City Representative is hereby authorized to
execute the final form of the Bond Purchase Contract, upon the Designated
City Representative's designation of the Refunded Bonds and approval of
the final interest rates, aggregate principal amount, principal maturities
and redemption rights set forth therein. Following the execution of the
Bond Purchase Contract, the Designated City Representative shall provide
a report to the Council, describing the final terms of the Bonds approved
pursuant to the authority delegated in this section. The authority granted
to the Designated City Representative by this Section 12 shall expire 60
days after the date of approval of this ordinance. If a Bond Purchase
Contract for the Bonds has not been executed within 60 days after the date
of final approval of this ordinance, the authorization for the issuance of the
Bonds shall be rescinded, and the Bonds shall not be issued nor their sale
23
LTGO Refunding Bonds, 2008
approved unless such Bonds shall have been re -authorized by ordinance of
the Council. The ordinance re -authorizing the issuance and sale of such
Bonds may be in the form of a new ordinance repealing this ordinance in
whole or in part or may be in the form of an amendatory ordinance
approving a bond purchase contract or establishing terms and conditions
for the authority delegated under this Section 12.
Upon the passage and approval of this ordinance, the proper officials
of the City including the Designated City Representative, are authorized
and directed to undertake all actions necessary for the prompt execution
and delivery of the Bonds to the Underwriters thereof and further to
execute all closing certificates and documents required to effect the closing
and delivery of the Bonds in accordance with the terms of the Bond
Purchase Contract.
The Finance Director is authorized to ratify and to approve for
purposes of the Rule, on behalf of the City, the preliminary Official
Statement and Official Statement (as defined in the Bond Purchase
Contract) relating to the issuance and sale of the Bonds and the
distribution of the preliminary Official Statement and Official Statement
pursuant thereto with such changes, if any, as may be deemed by him to
be appropriate. The preliminary Official Statement for the Bonds is hereby
deemed final for the purposes of the Rule.
SECTION 13. — Bond Insurance. The Finance Director is hereby
further authorized and directed to solicit proposals from municipal bond
insurance companies for the issuance of a Bond Insurance Policy. In the
event that the Finance Director receives multiple proposals, the Finance
Director may select the proposal having the lowest cost and resulting in an
overall lower interest cost with respect to the Bonds to be insured. The
Finance Director may execute a commitment received from the Insurer
selected by the Finance Director. The Council further authorizes and
directs all proper officers, agents, attorneys and employees of the City to
cooperate with the Insurer in preparing such additional agreements,
24
LTGO Refunding Bonds, 2008
certificates, and other documentation on behalf of the City as shall be
necessary or advisable in providing for the Bond Insurance Policy.
SECTION 14. - Continuing Disclosure Undertaking. This section
constitutes the City's written undertaking for the benefit of the owners,
including Beneficial Owners, of the Bonds as required by Section (b)(5) of
the Rule.
The City agrees to provide or cause to be provided to each NRMSIR
and to the SID, if any, in each case as designated by the SEC in
accordance with the Rule, the following annual financial information and
operating data for the prior fiscal year (commencing in 2009 for the fiscal
year ended December 31, 2008): (i) annual financial statements, which
statements may or may not be audited, showing ending fund balances for
the City's general fund prepared in accordance with the Budgeting
Accounting and Reporting System prescribed by the Washington State
Auditor pursuant to RCW 43.09.200 (or any successor statute) and
generally of the type included in the official statement for the Bonds; (ii)
the assessed valuation of taxable property in the City; (iii) ad valorem
taxes due and percentage of taxes collected; (iv) property tax levy rate per
$1,000 of assessed valuation; and (v) outstanding general obligation debt
of the City.
Items (ii) through (v) shall be required only to the extent that such
information is not included in the annual financial statements.
The information and data described above shall be provided on or
before nine months after the end of the City's fiscal year. The City's
current fiscal year ends December 31. The City may adjust such fiscal year
by providing written notice of the change of fiscal year to each then
existing NRMSIR and the SID, if any. In lieu of providing such annual
financial information and operating data, the City may cross reference to
other documents provided to the NRMSIR, the SID or to the SEC and, if
such document is a final official statement within the meaning of the Rule,
available from the MSRB.
25
LTGO Refunding Bonds, 2008
If not provided as part of the annual financial information discussed
above, the City shall provide the City's audited annual financial statement
prepared in accordance with the Budgeting Accounting and Reporting
System prescribed by the Washington State Auditor pursuant to
RCW 43.09.200 (or any successor statute) when and if available to each
then existing NRMSIR and the SID, if any.
The City agrees to provide or cause to be provided, in a timely
manner, to the SID, if any, and to each NRMSIR notice of the occurrence of
any of the following events with respect to the Bonds, if material:
(i) principal and interest payment delinquencies; (ii) non payment related
defaults; (iii) unscheduled draws on debt service reserves reflecting
financial difficulties; (iv) unscheduled draws on credit enhancements
reflecting financial difficulties; (v) substitution of credit or liquidity
providers, or their failure to perform; (vi) adverse tax opinions or events
affecting the tax-exempt status of the Bonds; (vii) modifications to the
rights of Bond owners; (viii) Bond calls (optional, contingent or
unscheduled Bond calls other than scheduled sinking fund redemptions for
which notice is given pursuant to Exchange Act Release 34 238560);
(ix) defeasances; (x) release, substitution or sale of property, securing
repayment of the Bonds; and (xi) rating changes.
Solely for purposes of disclosure, and not intending to modify this
undertaking, the City advises that no debt service reserves or property
secure payment of the Bonds.
The City agrees to provide or cause to be provided, in a timely
manner, to each NRMSIR and to the SID, if any, notice of its failure to
provide the annual financial information described above on or prior to the
date set forth above.
The City's obligations to provide annual financial information and
notices of material events shall terminate upon the legal defeasance, prior
redemption or payment in full of all of the Bonds. Any provision of this
section shall be null and void if the City (i) obtains an opinion of nationally
recognized bond counsel to the effect that the portion of the Rule that
26
LTGO Refunding Bonds, 2008
requires that provision is invalid, has been repealed retroactively or
otherwise does not apply to the Bonds and (ii) notifies each NRMSIR and
the SID, if any, of such opinion and the cancellation of this section.
The City may amend this section with an opinion of nationally
recognized bond counsel in accordance with the Rule. In the event of any
amendment of this section, the City shall describe such amendment in the
next annual report, and shall include, a narrative explanation of the reason
for the amendment and its impact on the type (or in the case of a change
of accounting principles, on the presentation) of financial information or
operating data being presented by the City. In addition, if the amendment
relates to the accounting principles to be followed in preparing financial
statements, (i) notice of such change shall be given in the same manner as
for a material event, and (ii) the annual report for the year in which the
change is made shall present a comparison (in narrative form and also, if
feasible, in quantitative form) between the financial statements as
prepared on the basis of the new accounting principles and those prepared
on the basis of the former accounting principles.
The right of any bondowner or Beneficial Owner of Bonds to enforce
the provisions of this section shall be limited to a right to obtain specific
enforcement of the City's obligations under this section, and any failure by
the City to comply with the provisions of this undertaking shall not be an
event of default with respect to the Bonds.
The City may elect to submit the information required by this
Section 14 to be filed with the NRMSIRs and the SID, if any, directly to
DisclosureUSA.org or any other entity approved for electronic submittal by
the Commission, unless or until the Commission withdraws its approval of
the submission process.
SECTION 15. - Lost, Stolen or Destroyed Bonds. In case any Bond
or Bonds shall be lost, stolen or destroyed, the Bond Registrar may execute
and deliver a new Bond or Bonds of like date, number and tenor to the
Registered Owner thereof upon the Registered Owner's paying the
expenses and charges of the City and the Bond Registrar in connection
27
LTGO Refunding Bonds, 2008
therewith and upon his/her filing with the City evidence satisfactory to the
City that such Bond was actually lost, stolen or destroyed and of his/her
ownership thereof, and upon furnishing the City and/or the Bond Registrar
with indemnity satisfactory to the City and the Bond Registrar.
SECTION 16. - Severati ity. If any one or more of the covenants
or agreements provided in this ordinance to be performed on the part of
the City shall be declared by any court of competent jurisdiction to be
contrary to law, then such covenant or covenants, agreement or
agreements, shall be null and void and shall be deemed separable from the
;remaining covenants and agreements of this ordinance and shall in no way
affect the validity of the other provisions of this ordinance or of the Bonds.
SECTION 17. - Effective Date of Ordinance, This ordinance shall
ke effect and be in force from and after its passage and five days
lowing its publication as required by law.
ATTEST:
BRENDA JACOBER,
APPROVED AS TO FORM:
Il / ' de,4(1�46,
!K&L PRE N GATES ELLIS LLP
(Special Winsel and Bond Counsel
(PASSED: Il
day of September, 2008.
APPROVED: /&
day of September, 2008.
PUBLISHED: V
day of September, 2008.
28
LTGO Refunding Bonds, 2008
CERTIFICATION
I, the undersigned, City Clerk of the City of Kent, Washington (the
"City"), hereby certify as follows:
1. The attached copy of Ordinance No. 3?93(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 September 16, 2008, 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
roughout the meeting and a majority of those members present voted in
e proper manner for the passage of the Ordinance.
IN WITNESS WHEREOF, I have hereunto set my hand this /6 day
of September, 2008.
266 OVS
CITY OF KENT, WASHINGTON
6
Brenda Jacober, Ci Clerk