HomeMy WebLinkAbout4045 Ordinance No . 4045
(Amending or Repealing Ordinances)
CFN=104 - Finance (LTGO Bond)
Passed - 8/21/2012
LTGO Refunding Bonds Ordinance
The date["Beginning July 1, 1998"i has led to confusion. This date will be deleted from cover sheets of
ordinance/resolution revision pages. This cover sheet will be deleted on electronic pages only, no other
deletions or changes have been made to the document—6/21/2012
CITY OF KENT, WASHINGTON
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF KENT,
WASHINGTON, PROVIDING FOR THE ISSUANCE
OF ONE OR MORE SERIES OF LIMITED TAX
GENERAL OBLIGATION REFUNDING BONDS OF
THE CITY IN THE AGGREGATE PRINCIPAL AMOUNT
OF NOT TO EXCEED $13,000,000 TO REFUND
CERTAIN OUTSTANDING LIMITED TAX GENERAL
OBLIGATION BONDS AND TO PAY COSTS OF
ISSUING THE BONDS; PROVIDING THE FORM AND
TERMS OF THE BONDS; AND DELEGATING THE
AUTHORITY TO APPROVE THE FINAL TERMS OF
THE BONDS.
PASSED: AUGUST 21, 2012
PREPARED BY:
PACIFICA LAW GROUP LLP
Seattle, Washington
CITY OF KENT
ORDINANCE NO.
TABLE OF CONTENTS*
Page
SECTION 1. - Definitions and Interpretation of Terms ................................. 4
SECTION 2. - Authorization of Bonds and Bond Details................................ 9
SECTION 3. - Registration, Exchange and Payments ................................. 10
SECTION 4. - Redemption Prior to Maturity and Purchase of Bonds............. 15
SECTION 5. - Form of Bonds.................................................................. 18
SECTION 6. - Execution of Bonds ........................................................... 21
SECTION 7. - Refunding Plan; Application of Bond Proceeds ...................... 22
SECTION 8. - Tax Covenants ................................................................. 24
SECTION 9. - Bond Fund and Provision for Tax Levy Payments................... 27
SECTION 10. - Defeasance...................................................................... 28
SECTION 11. - Sale of Bonds................................................................... 28
SECTION 12. - Undertaking to Provide Ongoing Disclosure .......................... 31
SECTION 13. - Lost, Stolen or Destroyed Bonds......................................... 35
SECTION 14. - Severability; Ratification.................................................... 35
SECTION 15. - Effective Date of Ordinance................................................ 35
* This Table of Contents is provided for convenience only and is not a part of this
ordinance.
-i-
CITY OF KENT, WASHINGTON
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF KENT,
WASHINGTON, PROVIDING FOR THE ISSUANCE
OF ONE OR MORE SERIES OF LIMITED TAX
GENERAL OBLIGATION REFUNDING BONDS OF
THE CITY IN THE AGGREGATE PRINCIPAL
AMOUNT OF NOT TO EXCEED $13,000,000 TO
REFUND CERTAIN OUTSTANDING LIMITED TAX
GENERAL OBLIGATION BONDS AND TO PAY
COSTS OF ISSUING THE BONDS; PROVIDING
THE FORM AND TERMS OF THE BONDS; AND
DELEGATING THE AUTHORITY TO APPROVE THE
FINAL TERMS OF THE BONDS.
A. The City of Kent, Washington (the "City") has outstanding its
Limited Tax General Obligation Various Purpose and Refunding Bonds,
2000, dated October 1, 2000 and issued pursuant to Ordinance No. 3524
adopted by the City Council (the "Council") of the City on September 19,
2000 (the "2000 Bond Ordinance"), which remain outstanding as follows:
Maturity Date
(December 11 Principal Amount Interest Rate
2020 $ 31920,000 5.375%
(the "2000 Bonds"); and
B. The 2000 Bond Ordinance provides that the City may call the
2000 Bonds maturing on or after December 1, 2011 (the "2000 Refunding
Candidates") for redemption on or after December 1, 2010, in whole or in
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part on any date, at a price of par plus accrued interest, if any, to the date
of redemption; and
C. The City has outstanding its Limited Tax General Obligation
Bonds, 2002, dated July 30, 2002, and issued pursuant to Ordinance No.
3607 adopted by the Council on July 16, 2002 (the "2002 Bond
Ordinance"), which remain outstanding as follows:
Maturity Dates
(December 11 Principal Amount Interest Rate
2012 $ 785,000 4.000%
2013 570,000 4.125
2014 595,000 4.250
2022 51905,000 5.000
(the "2002 Bonds"); and
D. The 2002 Bond Ordinance provides that the City may call the
2002 Bonds maturing on or after December 1, 2013 (the "2002 Refunding
Candidates") for redemption on or after December 1, 2012, in whole or in
part on any date, at a price of par plus accrued interest, if any, to the date
of redemption; and
E. After due consideration it appears to the Council that all or a
portion of the 2000 Refunding Candidates and the 2002 Refunding
Candidates (together, the "Refunding Candidates") may be defeased and
refunded by the proceeds of limited tax general obligation refunding bonds
at a savings to the City and its taxpayers; and
F. The Council deems it in the best interest of the City to issue
one or more series of limited tax general obligation refunding bonds in the
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aggregate principal amount of not to exceed $13,000,000 (the "Bonds") to
redeem and defease all or a portion of the Refunding Candidates and to
pay costs of issuing the Bonds; and
G. The Council wishes to delegate authority to the Mayor (the
"Designated Representative"), for a limited time, to approve the interest
rates, maturity dates, redemption terms and principal maturities for the
Bonds within the parameters set by this ordinance; and
H. The City expects to receive a proposal from KeyBanc Capital
Markets Inc. and Piper ]affray & Co. (together, the "Underwriters") and
now desires to issue and sell the Bonds to the Underwriters as set forth
herein;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT,
WASHINGTON DO ORDAIN as follows:
SECTION Z. - Definitions and Interpretation of Terms.
(a) Definitions. As used in this ordinance, the following words
shall have the following meanings:
Acquired Obligations means the Government Obligations acquired by
the City under the terms of this ordinance and the Escrow Deposit
Agreement to effect the defeasance and 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).
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Bond Fund means the "City of Kent Limited Tax General Obligation
Bond Debt Service Fund, 2012" authorized to be created pursuant to
Section 9.
Bond Purchase Contract means the contract for the purchase of the
Bonds between the Underwriters and the City, executed pursuant to
Section 11.
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.
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.
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 date is selected by the City before the earlier of the final maturity
date of any series of Tax-Exempt Bonds or the date that is five years after
the date of issuance of any series of Tax-Exempt Bonds, Bond Years end
on each anniversary of the date of issue and on the final maturity date of
such series of the Tax-Exempt Bonds.
Bonds mean the not to exceed $13,000,000 aggregate principal
amount of City of Kent, Washington, Limited Tax General Obligation
Refunding Bonds, 2012[A][B (Taxable)], authorized to be issued in one or
more series pursuant to this ordinance.
Call Date means, with respect to each series of Refunded Bonds, the
date selected as the call date by the Designated Representative under the
ordinance authorizing such series of Refunded Bonds.
City means the City of Kent, Washington, a municipal corporation
duly organized and existing under and by virtue of the Constitution and
laws of the State of Washington.
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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 or City Council means the legislative body of the City as duly
and regularly constituted from time to time.
Designated Representative means the Mayor, or his or her designee.
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 3.
Escrow Agent means U.S. Bank National Association, Seattle,
Washington.
Escrow Deposit Agreement means the Escrow Deposit Agreement(s)
between the City and the Escrow Agent to be dated as of the date of
closing of the Bonds of a series and substantially in the form on file with
the City.
Federal Tax Certificate means the certificate executed by the
Finance Director setting forth the requirements of the Code for maintaining
the tax exemption of interest on any series of Tax-Exempt Bonds, and
attachments thereto.
Finance Director means the Finance Director of the City or the
successor to such officer.
Government Obligations mean those obligations now or hereafter
defined as such in chapter 39.53 RCW.
Letter of Representations means the blanket issuer letter of
representations from the City to DTC.
MSRB means the Municipal Securities Rulemaking Board or any
successors to its functions.
Net Proceeds, when used with reference to any series of Tax-Exempt
Bonds, means the principal amount of such Tax-Exempt Bonds, plus
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accrued interest and original issue premium, if any, and less original issue
discount, if any.
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 short-term basis in accordance with
regulations under the Code 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 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.
Refunded Bonds mean all or a portion of the Refunding Candidates
designated by the Designated Representative for refunding pursuant to
Section 7 and Section 11.
Refunding Account means the account by that name established
pursuant to Section 7.
Refunding Candidates mean the 2000 Refunding Candidates and the
2002 Refunding Candidates.
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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 or its nominee 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.
Taxable Bonds means any Bonds determined to be issued on a
taxable basis pursuant to Section 11.
Tax-Exempt Bonds means any Bonds determined to be issued on a
tax-exempt basis under the Code pursuant to Section 11.
2000 Bond Ordinance means Ordinance No. 3524 adopted by the
Council on September 19, 2000 authorizing the issuance of the 2000
Bonds.
2000 Bonds mean the City of Kent, Washington, Limited Tax General
Obligation Various Purpose and Refunding Bonds, 2000 issued pursuant to
the 2000 Bond Ordinance as described in the recitals of this ordinance.
2000 Refunded Bonds mean the 2000 Refunding Candidates designated by
the Designated Representative for refunding pursuant to Section 11 of this
ordinance.
2000 Refunding Candidates mean the 2000 Bonds maturing on and
after December 1, 2012.
2002 Bond Ordinance means Ordinance No. 3607 adopted by the
Council on July 16, 2002 authorizing the issuance of the 2002 Bonds.
2002 Bonds mean the City of Kent, Washington, Limited Tax General
Obligation Bonds, 2002, issued pursuant to the 2002 Bond Ordinance as
described in the recitals of this ordinance.
2002 Refunded Bonds mean the 2002 Refunding Candidates
designated by the Designated Representative for refunding pursuant to
Section 11 of this ordinance.
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2002 Refunding Candidates mean the 2002 Bonds maturing on and
after December 1, 2013.
Underwriters mean KeyBanc Capital Markets Inc. and Piper Jaffray &
Co.
(b) Interpretation. In this ordinance, unless the context
otherwise requires:
(1) The terms "hereby," "hereof," "hereto," "herein,"
"hereunder" and any similar terms, as used in this ordinance, refer to this
ordinance as a whole and not to any particular article, section, subdivision
or clause hereof, and the term "hereafter" shall mean after, and the term
"heretofore" shall mean before, the date of this ordinance;
(2) Words of the masculine gender shall mean and include
correlative words of the feminine and neuter genders and words importing
the singular number shall mean and include the plural number and vice
versa;
(3) Words importing persons shall include firms,
associations, partnerships (including limited partnerships), trusts,
corporations and other legal entities, including public bodies, as well as
natural persons;
(4) Any headings preceding the text of the several articles
and sections of this ordinance, and any table of contents or marginal
notes appended to copies hereof, shall be solely for convenience of
reference and shall not constitute a part of this ordinance, nor shall they
affect its meaning, construction or effect; and
(5) All references herein to "articles," "sections" and other
subdivisions or clauses are to the corresponding articles, sections,
subdivisions or clauses hereof.
SECTION 2.- Authorization of Bonds and Bond Details. For the
purpose of refunding the Refunded Bonds and paying costs of issuance of
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the Bonds, the City shall issue and sell one or more series of limited tax
general obligation refunding bonds in the aggregate principal amount of
not to exceed $13,000,000 (the "Bonds").
The Bonds shall be general obligations of the City, shall be
designated "City of Kent, Washington, Limited Tax General Obligation
Refunding Bonds, 2012[A][B (Taxable)]" with additional series designation
or other designation as set forth in the Bond Purchase Contract and
approved by the Designated Representative.
The Bonds of a series shall be dated as of their date of initial
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, shall be numbered separately in the manner and with any
additional designation as the Bond Registrar deems necessary for purposes
of identification and control, and shall bear interest payable on the dates
set forth in the Bond Purchase Contract. The Bonds of a series shall bear
interest at the rates set forth in the Bond Purchase Contract; and shall
mature on the dates and in the principal amounts set forth in the Bond
Purchase Contract and as approved by a Designated Representative
pursuant to Section 11.
SECTION 3, - Registration, Exchange and Payments.
(a) Bond Registrar/Bond Register. The City hereby specifies and
adopts the system of registration approved by the Washington State
Finance Committee from time to time through the appointment the state
fiscal agency. 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
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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.
(b) Registered Ownership. 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 12 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 as described in Section 3(h), but such Bond may be
transferred as herein provided. All such payments made as described in
Section 3(h) 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.
(c) DTC Acceptance/Letters of Representations. 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
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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 by a depository, 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.
(d) Use of Depository.
(1) 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 within a series in a denomination
corresponding to the total principal therein designated to mature on such
date. Registered ownership of such Bonds, or any portions thereof, may
not thereafter be transferred except (A) 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; (B) to
any substitute depository appointed by the Finance Director pursuant to
subsection (2) below or such substitute depository's successor; or (C) to
any person as provided in subsection (4) below.
(2) 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.
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(3) In the case of any transfer pursuant to clause (A) or
(B) of subsection (1) above, the Bond Registrar shall, upon receipt of all
outstanding Bonds of a series, together with a written request on behalf of
the Finance Director, issue a single new Bond for each maturity of that
series 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.
(4) In the event that (A) DTC or its successor (or substitute
depository or its successor) resigns from its functions as depository, and
no substitute depository can be obtained, or (B) 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 physical Bond certificates, the
ownership of such Bonds may then be transferred to any person or entity
as herein provided, and such Bonds shall no longer be held by a
depository. The Finance Director shall deliver a written request to the
Bond Registrar, together with a supply of physical Bonds, to issue Bonds
as herein provided in any authorized denomination. Upon receipt by the
Bond Registrar of all then outstanding Bonds of a series together with a
written request on behalf of the Finance Director to the Bond Registrar,
new Bonds of such series shall be issued in the appropriate denominations
and registered in the names of such persons as are requested in such
written request.
(e) Registration of Transfer of Ownership or Exchange; Change in
Denominations. 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
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Registered Owner or transferee therefor, a new Bond (or Bonds at the
option of the new Registered Owner) of the same date, series, 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, series, 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
principal payment date any such Bond is to be redeemed.
(f) Bond Registrar's Ownership of Bonds. 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 a member of, or in any other capacity with respect to, any
committee formed to protect the right of the Registered Owners of Bonds.
(g) Registration Covenant. The City covenants that, until all
Bonds have been surrendered and canceled, it will maintain a system for
recording the ownership of each Bond that complies with the provisions of
Section 149 of the Code.
(h) Place and Medium of Payment. 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 held
by a depository, 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 held by a depository, interest on the Bonds shall be paid by
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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 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.
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.
SECTION 4. - Redemption Prior to Maturity and Purchase of Bonds.
(a) Mandatory Redemption of Term Bonds and Optional
Redemption, if any. The Bonds of a series shall be subject to optional
redemption on the dates, at the prices and under the terms set forth in the
Bond Purchase Contract approved by the Designated Representative
pursuant to Section 11. The Bonds of a series shall be subject to
mandatory redemption to the extent, if any, set forth in the Bond Purchase
Contract approved by the Designated Representative pursuant to Section
11.
(b) Purchase of Bonds. 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.
(c) Selection of Bonds for Redemption. For as long as the Bonds
are held in book entry only form, the selection of particular Bonds within a
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series and 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 subsection (c). If the
City redeems at any one time fewer than all of the Bonds having the same
maturity date within a series, the particular Bonds or portions of Bonds of
such series and maturity to be redeemed shall be selected by lot (or in
such manner determined by the Bond Registrar) in increments of $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 of such series as representing
such number of separate Bonds each of the denomination of $5,000 as is
obtained by dividing the actual principal amount of Bonds of such series 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 series,
maturity and interest rate in any of the denominations herein authorized.
(d) Notice of Redemption.
(1) Official Notice. 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
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Registrar on behalf of the City by mailing a copy of an official redemption
notice by first class mail at least 20 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 Bond 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:
(A) the redemption date,
(B) the redemption price,
(C) if fewer than all outstanding Bonds are to be redeemed,
the identification by series and maturity (and, in the case of partial
redemption, the respective principal amounts) of the Bonds to be
redeemed,
(D) that (unless such notice is conditional) 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 and after said date, and
(E) 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 (unless such notice is conditional), 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.
(2) Effect of Notice; Bonds Due. If an unconditional notice of
redemption has been given as aforesaid, or if the conditions to redemption
have been satisfied or waived, 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
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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 by the Bond Registrar and shall not be
reissued.
If a conditional notice of redemption has been given and the
conditions to redemption have not been satisfied or waived, notice of
redemption given pursuant to this ordinance may be rescinded by written
notice given by the Bond Registrar on behalf of the City as soon as
practicable in the same manner, and to the same Registered Owners of the
Bond or Bonds, as notice of such redemption was given pursuant to this
Section 4(d). If notice of recession has been provided, the Bonds or
portions of Bonds so to be redeemed, on the redemption date, shall not
become due and payable and from and after such date such Bonds or
portions of Bonds shall continue to bear interest at the rate or rates set
forth therein until paid or until due provision is made for the payment of
the same.
(3) Additional Notice. 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 (A) the CUSIP numbers of all
Bonds being redeemed; (B) the date of issue of the Bonds as originally
issued; (C) the rate of interest borne by each Bond being redeemed; (D)
the series and maturity date of each Bond being redeemed; and (E) any
other descriptive information needed to identify accurately the Bonds being
redeemed. Each further notice of redemption may be sent at least 20 days
17 LTGO Refunding Bonds
Ordinance
before the redemption date to each party entitled to receive notice
pursuant to Section 12 and with such additional information as the City
shall deem appropriate, but such mailings shall not be a condition
precedent to the redemption of such Bonds.
(4) Amendment of Notice Provisions. The foregoing notice
provisions of this Section 4, 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.
SECTION 5. - Form of Bonds. The Bonds shall be in substantially
the following form with appropriate or necessary insertions, depending
upon the omissions and variations as permitted or required hereby:
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Ordinance
UNITED STATES OF AMERICA
NO. $
STATE OF WASHINGTON
CITY OF KENT
LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, 2012[A][B
(TAXABLE)]
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 , 2012, 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 , and
semiannually thereafter on the first days of each succeeding December
and June. 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
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 August 7, 2012 (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.
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This bond is one of an authorized issue of bonds of like series, 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 provide a portion of the funds
necessary (a) to defease and refund certain limited tax general obligation
bonds of the City, and (b) to pay costs of issuance. [Pursuant to the Bond
Ordinance, the City also has authorized the issuance of its Limited Tax
General Obligation Refunding Bonds, 2012[ ][(Taxable)] in the
aggregate principal amount of $ for this purpose.]
[The bonds of this issue are subject to redemption as provided in
the Bond Ordinance and the Bond Purchase Contract.] [The bonds of this
issue are not subject to redemption.]
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 have [not] been designated by the City as
"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 and to
have happened, been done and performed precedent to and in the
issuance of this bond exist and 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.
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Ordinance
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 the City Clerk and the seal of the City imprinted, impressed or
otherwise reproduced hereon as of this day of .12012.
[SEAL]
CITY OF KENT, WASHINGTON
By /s/ manual or facsimile
Mayor
ATTEST:
/s/ manual or facsimile
City Clerk
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, 2012[A][B (Taxable)] of the City of Kent, Washington,
dated , 2012.
WASHINGTON STATE FISCAL
AGENCY, as Bond Registrar
By
SECTION 6. - Execution of Bonds. The Bonds shall be executed on
behalf of the City with the manual or facsimile signature of the Mayor and
attested by the manual or facsimile signature of the City Clerk and the seal
of the City shall be impressed, imprinted or otherwise reproduced thereon.
21 LTGO Refunding Bonds
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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
this ordinance. Such Certificate of Authentication shall be conclusive
evidence that the Bonds so authenticated have been duly executed,
authenticated and delivered hereunder and are entitled to the benefits of
this 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 7. - Refunding Plan; Application of Bond Proceeds.
(a) Refunding Plan. For the purpose of realizing a debt service
savings, the City proposes to defease and refund the Refunded Bonds as
set forth herein. The Refunded Bonds shall include all or a portion of the
Refunding Candidates as designated by the Designated Representative and
set forth in the Bond Purchase Contract. Proceeds of the Bonds shall be
deposited with the Escrow Agent pursuant to the Escrow Deposit
Agreement to be used immediately upon receipt thereof to defease the
Refunded Bonds as authorized by the 2000 Bond Ordinance and the 2002
Bond Ordinance, as applicable, and to pay costs of issuance of the Bonds.
22 LTGO Refunding Bonds
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The net proceeds deposited with the Escrow Agent shall be used to defease
the Refunded Bonds and discharge the obligations thereon by the purchase
of certain Government Obligations (which obligations so purchased, are
herein called "Acquired Obligations"), bearing such interest and maturing
as to principal and interest in such amounts and at such times which,
together with any necessary beginning cash balance, will provide for the
payment of:
(1) interest on the Refunded Bonds as such becomes due
on and prior to the applicable Call Date; and
(2) the redemption price (100% of the principal amount) of
the Refunded Bonds on the applicable Call Date.
Such Acquired Obligations shall be purchased at a yield not greater than
the yield permitted by the Code and regulations relating to acquired
obligations in connection with refunding bond issues.
(b) Escrow Agent/Escrow Deposit Agreement. The City hereby
appoints U.S. Bank National Association, Seattle, Washington, as the
Escrow Agent for the Refunded Bonds (the "Escrow Agent"). A beginning
cash balance, if any, and the Acquired Obligations shall be deposited
irrevocably with the Escrow Agent in an amount sufficient to defease the
Refunded Bonds. The proceeds of the Bonds remaining after acquisition of
the Acquired Obligations and provision for the necessary beginning cash
balance shall be utilized to pay expenses of the acquisition and
safekeeping of the Acquired Obligations and costs of issuance of the
Bonds.
In order to carry out the purposes of this Section 7, the Finance
Director is authorized and directed to execute and deliver to the Escrow
Agent, an Escrow Deposit Agreement.
(c) Cali for Redemption of Refunded Bonds. The City hereby sets
aside sufficient funds out of the purchase of Acquired Obligations from
proceeds of the Bonds to make the payments described above.
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The City hereby calls the Refunded Bonds for redemption on their
respective Call Date in accordance with the provisions of the 2000 Bond
Ordinance and the 2002 Bond Ordinance authorizing the redemption and
retirement of the 2000 Bonds and the 2002 Bonds, as applicable, prior to
their fixed maturities.
Said defeasance and call for redemption of the Refunded Bonds shall
be irrevocable after the issuance of the Bonds and delivery of the Acquired
Obligations to the Escrow Agent.
The Escrow Agent is hereby authorized and directed to provide for
the giving of notices of the redemption of the Refunded Bonds in
accordance with the applicable provisions of the 2000 Bond Ordinance and
the 2002 Bond Ordinance, as applicable. The costs of publication of such
notices shall be an expense of the City.
The Escrow Agent is hereby authorized and directed to pay to the
Finance Director, or, at the direction of the Finance Director, to the paying
agent for the Refunded Bonds, sums sufficient to pay, when due, the
payments specified in this Section 7. All such sums shall be paid from the
moneys and Acquired Obligations deposited with the Escrow Agent, and
the income therefrom and proceeds thereof. All such sums so paid to or to
the order of the Finance Director shall be credited to the Refunding
Account. All moneys and Acquired Obligations deposited with the Escrow
Agent and any income therefrom shall be held, invested (but only at the
direction of the Finance Director) and applied in accordance with the
provisions of this ordinance and with the laws of the State of Washington
for the benefit of the City and owners of the Refunded Bonds.
The City will take such actions as are found necessary to see that all
necessary and proper fees, compensation and expenses of the Escrow
Agent for the Refunded Bonds shall be paid when due.
SECTION 8. - Tax Covenants.
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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 Tax-Exempt 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 Tax-Exempt
Bonds.
(a) Arbitrage Covenant. 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 Tax-Exempt Bonds or
any other funds of the City which may be deemed to be proceeds of the
Tax-Exempt 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 Tax-Exempt Bonds to
the initial purchasers thereof, would have caused the Tax-Exempt 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 Tax-Exempt Bonds.
(b) Private Person Use Limitation for Tax-Exempt Bonds. The
City covenants that for as long as the Tax-Exempt Bonds are outstanding,
it will not permit:
(1) More than 10% of the Net Proceeds of the Tax-Exempt
Bonds to be allocated to any Private Person Use; and
(2) More than 10% of the principal or interest payments on
the Tax-Exempt Bonds in a Bond Year to be directly or indirectly: (A)
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 (B) derived from payments (whether
25 LTGO Refunding Bonds
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or not made to the City) in respect of property, or borrowed money, used
or to be used for any Private Person Use.
The City further covenants that, if:
(3) More than five percent of the Net Proceeds of the Tax-
Exempt Bonds are allocable to any Private Person Use; and
(4) More than five percent of the principal or interest
payments on the Tax-Exempt Bonds in a Bond Year are (under the terms
of this ordinance or any underlying arrangement) directly or indirectly:
(A) 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
(B) 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, (i) any Private Person Use of the projects
described in subsection (3) hereof or Private Person Use payments
described in subsection (4) hereof that is in excess of the five percent
limitations described in such subsections (3) or (4) will be for a Private
Person Use that is related to the state or local governmental use of the
projects refunded by the proceeds of the Tax-Exempt Bonds, and (ii) any
Private Person Use will not exceed the amount of Net Proceeds of the Tax-
Exempt Bonds allocable to the state or local governmental use portion of
the projects(s) to which the Private Person Use of such portion of the
projects refunded by the proceeds of the Tax-Exempt Bonds relate. The
City further covenants that it will comply with any limitations on the use of
the projects refunded by the proceeds of the Tax-Exempt 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 an the
Tax-Exempt Bonds.
(c) Modification of Tax Covenants. The covenants of this section
are specified solely to assure the continued exemption from regular income
16 LTGO Refunding Bonds
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taxation of the interest on the Tax-Exempt 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 Tax-Exempt Bonds.
(d) The City hereby designates the Tax-Exempt Bonds as
"qualified tax-exempt obligations" under Section 265(b)(3) of the Code for
investment by financial institutions. The City reasonably does not expect
to issue more than $10,000,000 in tax-exempt debt during calendar year
2012.
SECTION 9. - Bond Fund and Provision for Tax Levy Payments.
The City hereby authorizes the creation of a fund to be used for the
payment of debt service on the Bonds, designated as the "City of Kent
Limited Tax General Obligation Bond Debt Service Fund, 2012" (the "Bond
Fund"). No later than the date each payment of principal of or interest on
the Bonds becomes due, 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 or interest. Money in the Bond Fund may
be invested 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 when 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
27 LTGO Refunding Bonds
Ordinance
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 when
due.
SECTION 10. - Defeasance. In the event that the City, 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 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 12.
SECTION 11. - Sale of Bonds.
(a) Bond Sale. The Bonds shall be sold at negotiated sale to the
Underwriters pursuant to the terms of the Bond Purchase Contract. The
28 LTGO Refunding Bonds
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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 approve the final interest rates, aggregate principal amount, principal
amounts of each maturity of the Bonds, whether to issue the Bonds in one
or more series, whether to designate the Bonds (or the Bonds of a series )
as Tax-Exempt Bonds or Taxable Bonds, selection of the Refunded Bonds,
selection of the applicable Call Date, and redemption rights.
The Designated Representative is hereby authorized to determine
whether the Bonds shall be issued in one or more series, to determine
whether the Bonds (or the Bonds of a series) shall be issued as Taxable
Bonds or Tax-Exempt Bonds, to designate a portion or all of the Refunding
Candidates as Refunded Bonds, and to approve the final interest rates,
aggregate principal amount, principal amounts of each maturity of the
Bonds, redemption rights for the Bonds and Call Dates for the Refunded
Bonds in the manner provided hereafter so long as (i) the aggregate
principal amount of the Bonds does not exceed $13,000,000, (ii) the final
maturity date for the Bonds is no later than December 1, 2022, (iii) the
Bonds are sold (in the aggregate) at a price not less than 97% and not
greater than 120%, (iv) the Bonds are sold for a price that results in a
minimum net present value debt service savings over the 2000 Refunded
Bonds of at least 8.00% and over the 2002 Refunded Bonds of at least
8.00%, (v) the true interest cost for the Bonds (in the aggregate) does not
exceed 3.25%; and (vi) the Bonds conform to all other terms of this
ordinance.
In determining whether the Bonds shall be issued in one or more
series, whether the Bonds (or the Bonds of a series) shall be issued as
Taxable Bonds or Tax-Exempt Bonds, and final interest rates, maturity
29 LTGO Refunding Bonds
Ordinance
dates, aggregate principal amount, principal amounts of each maturity of
the Bonds, terms of redemption and redemption rights, the Designated
Representative, shall take into account those factors that, in his or her
judgment, will result in the lowest true interest cost on the Bonds to their
maturity or date of prior redemption, 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, the Designated Representative is
hereby authorized to execute the Bond Purchase Contract.
Following the execution of the Bond Purchase Contract, the Finance
Director 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 Representative by this Section 11
shall expire 120 days after the effective date of this ordinance. If a Bond
Purchase Contract for the Bonds has not been executed within 120 days
after the effective date of this ordinance, the authorization for the issuance
of the Bonds shall be rescinded, and the Bonds shall not be issued nor
their sale 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 11.
(b) Delivery of Bonds; Documentation. Upon the passage and
approval of this ordinance, the proper officials of the City, including the
Finance Director and City Manager, are authorized and directed to
undertake all action necessary for the prompt execution and delivery of the
Bonds to the Underwriters and further to execute all closing certificates
and documents required to effect the closing and delivery of the Bonds in
30 LTGO Refunding Bonds
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accordance with the terms of this ordinance and the Bond Purchase
Contract.
(c) Preliminary and Final Official Statements. The Finance
Director is hereby authorized to ratify and to deem final the preliminary
Official Statement relating to the Bonds for the purposes of the Rule. The
Finance Director is further authorized to ratify and to approve for purposes
of the Rule, on behalf of the City, the final Official Statement relating to
the issuance and sale of the Bonds and the distribution of the final Official
Statement pursuant thereto with such changes, if any, as may be deemed
by her to be appropriate.
SECTION 12. - Undertaking to Provide Ongoing Disclosure.
(a) Contract/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.
(b) Financial Statements/Operating Data. The City agrees to
provide or cause to be provided to the Municipal Securities Rulemaking
Board ("MSRB"), the following annual financial information and operating
data for the prior fiscal year (commencing in 2012 for the fiscal year ended
December 31, 2011):
1. 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 under the heading "Comparative
General Fund Statement of Revenues, Expenditures and Changes in Fund
Balance";
2. The assessed valuation of taxable property in the City;
31 tTGO Refunding Bonds
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3. Ad valorem taxes due and percentage of taxes
collected;
4. Property tax levy rate per $1,000 of assessed
valuation; and
5. Outstanding general obligation debt of the City.
Items 2 5 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 the MSRB.
In lieu of providing such annual financial information and operating data,
the City may cross reference to other documents available to the public on
the MSRB's internet website or filed with the Commission.
If not provided as part of the annual financial information discussed
above, the City shall provide to the MSRB the City's audited annual
financial statements 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.
(c) Listed Events. The City agrees to provide or cause to be
provided to the MSRB, in a timely manner not in excess of ten business
days after the occurrence of the event, notice of the occurrence of any of
the following events with respect to the Bonds:
• Principal and interest payment delinquencies;
• Non-payment related defaults, if material;
• Unscheduled draws on debt service reserves reflecting
financial difficulties;
32 LTGO Refunding Bonds
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• Unscheduled draws on credit enhancements reflecting
financial difficulties;
• Substitution of credit or liquidity providers, or their
failure to perform;
• Adverse tax opinions, the issuance by the Internal
Revenue Service of proposed or final determinations of
taxability, Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other
material events affecting the tax status of the Bonds;
• Modifications to the rights of Bondholders, if material;
• Bond calls, if material, and tender offers;
• Defeasances;
• Release, substitution, or sale of property securing
repayment of the Bonds, if material;
• Rating changes;
• Bankruptcy, insolvency, receivership or similar event of
the City;
• The consummation of a merger, consolidation, or
acquisition involving the City or the sale of all or
substantially all of the assets of the City, other than in
the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any
such actions, other than pursuant to its terms, if
material; and
• Appointment of a successor or additional trustee or the
change of name of a trustee, if material.
33 LTGO Refunding Bonds
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The City shall promptly determine whether the events described
above are material.
Solely for purposes of disclosure, and not intending to modify this
undertaking, the City advises that no debt service reserves or property
secures payment of the Bonds.
(d) Format for Filings with the MSRB. All notices, financial
information and operating data required by this undertaking to be provided
to the MSRB must be in an electronic format as prescribed by the MSRB.
All documents provided to the MSRB pursuant to this undertaking must be
accompanied by identifying information as prescribed by the MSRB.
(e) Notification Upon Failure to Provide Financial Data. The City
agrees to provide or cause to be provided, in a timely manner, to the
MSRB notice of its failure to provide the annual financial information
described in Subsection (b) above on or prior to the date set forth in
Subsection (b) above.
(f) Termination/Modification. The City's obligations to provide
annual financial information and notices of certain listed 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 (1) obtains an opinion of nationally recognized bond counsel to the
effect that the portion of the Rule that requires that provision is invalid,
has been repealed retroactively or otherwise does not apply to the Bonds
and (2) notifies the MSRB 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
34 LTGO Refunding Bonds
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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, (A) notice of such change shall be given in the same manner
as for a listed event under Subsection (c), and (B) 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.
(g) Bond Owner's Remedies Under This Section. 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.
(h) No Default. Except as otherwise disclosed in the City's official
statement relating to the Bonds, the City is not and has not been in default
in the performance of its obligations of any prior undertaking for ongoing
disclosure with respect to its obligations.
SECTION 13. - 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
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.
35 LTGO Refunding Bonds
Ordinance
SECTION 14. - Severability; Ratification. 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. All acts taken pursuant to the authority
granted in this ordinance but prior to its effective date are hereby ratified
and confirmed.
SECTION 15. - Effective Date of Ordinance. This ordinance shall
take effect and be in force five days after its passage, approval, and
publication as provided by law.
Adopted by the City Council of the City of Kent, Washington, at a
regular meeting thereof held this 215` of August, 2012.
By
e Cooke, Mayor
ATTEST
Brenda Jacober, City lerk _
APPROVED AS TO FORM:
PACIFICA LAW GROUP LLP
36 LTGO Refunding Bonds
Ordinance
Bond Counla
PASSED: 02 of August, 2012
ti APPROVED: of August, 2012
PUBLISHED: of August, 2012
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37 LTGO Refunding Bonds
Ordinance
5
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. (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 time
and meeting place thereof on August 21, 2012, as that ordinance appears
on the minute book of the City; and the Ordinance will be in full force and
effect after its passage; 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 215t day
of August, 2012.
CITY OF KENT, WASHINGTON
Brenda J er, City Clerk