HomeMy WebLinkAbout4083 Ordinance No . 4083
(Amending or Repealing Ordinances)
LID 362 Bond, 2013
Passed - 5/21/2013
Authorizing Issuance of LID 362 Bond
The date rBeginning July 1, 1998"]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 mads to the document—6/21/2012.
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CITY OF KENT, WASHINGTON
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF KENT,
WASHINGTON, AUTHORIZING THE ISSUANCE OF ITS
LOCAL IMPROVEMENT DISTRICT NO. 362 BOND IN A
PRINCIPAL AMOUNT OF NOT TO EXCEED $1,926,112 TO
FINANCE AND/OR REIMBURSE THE CITY FOR COSTS OF
CERTAIN IMPROVEMENTS WITHIN LOCAL IMPROVEMENT
DISTRICT NO. 362; DELEGATING THE AUTHORITY TO
SELECT THE INITIAL PURCHASER OF THE BOND; AND
DELEGATING THE AUTHORITY TO APPROVE THE FINAL
TERMS OF THE BOND.
Passed May 21, 2013
I
I
PREPARED BY:
PACIFICA LAW GROUP LLP
Seattle, Washington
CITY OF KENT
ORDINANCE NO. 19Mr
TABLE OF CONTENTS*
Page
Section 1. Definitions and Interpretation of Terms.......................................... 2
Section 2. Local Improvement District No. 362............................................... 5
Section 3. Authorization of the Bond............................................................. 5
Section 4. Registration, Exchange and Payments............................................ 6
Section5. Form of Bond ............................................................................. 8
Section6. Execution of Bond..................................................................... 11
Section 7. Application of Bond Proceeds...................................................... 12
Section8. Bond Fund ............................................................................... 12
Section 9. Pledge of Assessment Payments.................................................. 13
Section 10. Prepayment and Redemption...................................................... 13
Section 11. Sale of the Bond....................................................................... 14
Section 12. Ongoing Disclosure; Covenants................................................... 16
Section 13. Interest Rate on Installments and Delinquent Payments ................. 16
Section 14. Lost, Stolen or Destroyed Bond................................................... 16
Section 15. Severability; Ratification ............................................................ 17
Section 16. Effective Date of Ordinance ........................................................ 18
Exhibit A: Form of Purchaser's Letter
* This Table of Contents is provided for convenience only and is not a part of this
ordinance.
CITY OF KENT, WASHINGTON
ORDINANCE NO. �an
AN ORDINANCE OF THE CITY OF KENT,
WASHINGTON, AUTHORIZING THE ISSUANCE
OF ITS LOCAL IMPROVEMENT DISTRICT NO. 362
BOND IN A PRINCIPAL AMOUNT OF NOT TO
EXCEED $1,926,112 TO FINANCE AND/OR
REIMBURSE THE CITY FOR COSTS OF CERTAIN
IMPROVEMENTS WITHIN LOCAL IMPROVEMENT
DISTRICT NO. 362; DELEGATING THE
AUTHORITY TO SELECT THE INITIAL
PURCHASER OF THE BOND; AND DELEGATING
THE AUTHORITY TO APPROVE THE FINAL TERMS
OF THE BOND.
A. The City Council of the City of Kent, Washington (the "City"),
previously created Local Improvement District No. 362 ("LID No. 362") for
various street and utility improvement purposes; and
B. The City Council previously adopted Ordinance No. 4077 on
April 2, 2013 authorizing the issuance of the City's Consolidated Local
Improvement District No. 359 Bonds (the "LID Bonds") to finance
improvements within Focal Improvement District No. 359, LID No. 362,
and Local Improvement District No. 363 and the consolidation of such local
improvement districts for the purpose of issuing bonds only; and
C. After due consideration and pursuant to the authority granted
in Section 13(a) of Ordinance No. 4077, the City has determined that it is
in the best interest of the City to finance improvements within the above-
referenced local improvement districts separately; and
D. The Council now desires to authorize the issuance of a local
improvement district bond in the principal amount not to exceed
$1,926,112 (the "Bond') to finance and/or reimburse the City for the costs
of certain improvements in LID No. 362, to make a deposit into the
Guaranty Fund, and to pay costs of issuance of the Bond; and
E. The Council wishes to delegate authority to the City Mayor
(the "Designated Representative"), for a limited time, to select the
purchaser of the Bond (the "Purchaser") and to approve the principal
amount, the interest rate, the final maturity date, and redemption terms
for the Bond within the parameters set by this ordinance;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT,
WASHINGTON DO ORDAIN as follows:
Section I. Definitions and Interpretation of Terms.
(a) Definitions. As used in this ordinance, the following words
shall have the following meanings:
Assessments mean the assessments levied pursuant to the LID
Ordinance and not prepaid either during the legal prepayment period
without interest or otherwise on or prior to June 10, 2013 for LID No. 362.
Bond means the City of Kent, Washington, Local Improvement
District No. 362 Bond, 2013 (Taxable) authorized to be issued by the City
pursuant to this ordinance.
Bond Fund means the "City of Kent Local Improvement District No.
362 Bond Redemption Fund" authorized to be created pursuant to Section
8 of this ordinance.
Bond Register means the registration records for the Bond
maintained by the Bond Registrar.
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Locai Improvement District No. 362 Bond, 2013
Bond Registrar means the fiscal agency of the state of Washington,
currently The Bank of New York Mellon.
City means the City of Kent, Washington, a municipal corporation
duly organized and existing under the laws of the State of Washington.
City Council or Council means the City Council of the City as the
general legislative authority of the City, as the same shall be duly and
regularly constituted from time to time.
Code means the Internal Revenue Code of 1986, as amended, and
shall include all applicable regulations and rulings relating thereto.
Designated Representative means the Mayor, or his or her designee.
Finance Director means the City's Finance Director or the successor
to such officer.
Guaranty Fund means the Local Improvement District Guaranty
Fund of the City authorized and maintained pursuant to chapter 35.54
RCW and Section 3.40.500 of the Kent City Code.
Improvements Fund means the Local Improvements Fund
established for LID No. 362 by the LID Ordinance.
Interest Rate means the rate of interest determined pursuant to
Section 11 of this ordinance as the same may be adjusted pursuant to the
Proposal.
LID No. 362 means Local Improvement District No. 362 created
pursuant to the LID Ordinance.
LID Ordinance means Ordinance No. 3833 approved by the Council
on April 17, 2007 authorizing the creation of LID No. 362.
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Locai Improvement District No, 362 Bond, 2013
Proposal means the proposal letter submitted to the City by the
Purchaser and approved by the Designated Representative.
Purchaser means the initial purchaser of the Bond, as selected by
the Designated Representative.
Registered Owner means the person in whose name the Bond is
registered on the Bond Register.
Rule means the Securities and Exchange Commission's Rule 15c2-
12 under the Securities Act of 1934, as the same may be amended from
time to time.
Securities Act means the Securities Act of 1933 as the same may be
amended from time to time.
(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 neutral 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), limited liability
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Local Zmprovement District No. 362 Bond, 2013
companies, 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. Local Iml2rovement District No. 362. The 30 day
period for making cash payment of assessments without interest in the
following local improvement district ("LID No. 362") has expired, and the
City now desires to finance and/or reimburse itself for improvements made
in such local improvement district from proceeds of the Bond authorized in
Section 3 below:
LID Formation Confirmed Assessment Balance
LID Ordinance Assessment Roll After 30-day
No. No. Date Amount Prepayment Period
362 3833 4/17/2007 $ 2,412,942.02 $ 2,061,720.71
Section 3. Authorization of the Bond. For the purpose of financing
and/or reimbursing the City for the costs of certain improvements, making
a deposit into the Guaranty Fund, and paying costs of issuance of the
Bond, the City is hereby authorized to issue and sell the Bond in the
principal amount of not to exceed $1,926,112; provided, such final
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Locai Improvement District No. 362 Bond, 2013
principal amount of the Bond may not exceed the total amount on the
assessment roll of LID No. 362 remaining uncollected after the expiration
of the 30-day interest-free prepayment period for assessments on such
assessment roll and remaining outstanding as of June 10, 2013.
The Bond shall be designated "City of Kent, Washington, Local
Improvement District No. 362 Bond, 2013 (Taxable)" with additional
designation as set forth as approved by the Finance Director.
The Bond shall be dated as of its date of delivery, shall be fully
registered as to both principal and interest, shall be in one denomination,
and shall mature on the date set forth in the Proposal as approved by the
Designated Representative. The Bond shall bear interest from its dated
date or the most recent date to which interest has been paid at the
Interest Rate. Interest on the principal amount of the Bond shall be
calculated per annum on a 30/360 basis, or as otherwise provided in the
Bond. Interest on the Bond shall be payable annually on the dates set
forth in the Proposal as approved by the Designated Representative (each,
an "Interest Payment Date").
The Bond is an obligation only of the Bond Fund and the Guaranty
Fund and is not a general obligation of the City.
Section 4. Registration, Exchange and Payments.
(a) Registrar/Bond Registrar/Paying Agent. The Bank of New
York Mellon, as fiscal agency of the state of Washington, is hereby
appointed to act as transfer agent, paying agent and registrar for the Bond
(the "Bond Registrar").
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Loca/improvement District No. 362 Bond, 2013
(b) Registered Ownership. The Bond Registrar shall keep, or
cause to be kept, at the office of the Finance Director, sufficient records for
the registration and transfer of the Bond. The City and the Bond Registrar
may deem and treat the Registered Owner of the Bond as the absolute
owner for all purposes, and neither the City nor the Bond Registrar shall be
affected by any notice to the contrary. The Bond Registrar is authorized,
on behalf of the City, to authenticate and deliver the Bond in accordance
with the provisions of the Bond and this ordinance to serve as the City's
paying agent for the Bond and to carry out all of the Bond Registrar's
powers and duties under this ordinance.
(c) Transfer or Exchange of Registered Ownership. The Bond
shall not be transferable without the consent of the City unless (i) the
Purchaser's corporate name is changed and the transfer is necessary to
reflect such change; (ii) the transferee is a successor in interest of the
Purchaser by means of a corporate merger, an exchange of stock, or a
sale of assets; or (iii) the transferee is a "qualified institutional buyer" as
defined under Rule 144A promulgated under the Securities Act or an
"accredited investor" as defined in Sections 501(a)(1) through (3) of
Regulation D promulgated under the Securities Act, and such transferee
executes a purchaser letter substantially in the form attached hereto as
Exhibit B. Every Bond presented or surrendered for transfer or exchange
shall contain, or be accompanied by, all necessary endorsements for
transfer. Any transfer of the Bond which fails to comply with this provision
shall be null and void.
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Locai Improvement District No. 362 Bond, 2013
(d) Registration Covenant. The City covenants that, until the
Bond has been surrendered and canceled, it will maintain a system for
recording the ownership of the Bond that complies with the provisions of
Section 149 of the Code.
(e) Place and Medium of Payment. Both principal of and interest
on the Bond shall be payable in lawful money of the United States of
America without surrender or presentation, by wire transfer or Automated
Clearinghouse (ACH) transfer if requested by the owner of the Bond.
Notwithstanding the foregoing, upon final payment of all principal and
interest thereon, the Bond shall be submitted to the Bond Registrar for
cancellation and surrender.
The Bond Register shall be maintained by the Bond Registrar, and
shall contain the name and mailing address of the registered owner of the
Bond or nominee of such registered owner.
Section 5. Form of Bond. The Bond shall be in substantially the
following form:
UNITED STATES OF AMERICA
NO. R-1 $
STATE OF WASHINGTON
CITY OF KENT
LOCAL IMPROVEMENT DISTRICT NO. 362 BOND, 2013 (TAXABLE)
INTEREST RATE: %
MATURITY DATE:
REGISTERED OWNER:
PRINCIPAL AMOUNT: AND NO/100 DOLLARS
RCW 35.45.070 provides, in part, as follows:
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Locai Improvement District No. 362 Bond, 2013
Neither the holder nor owner of any bond, interest coupon, or
warrant issued against a local improvement fund shall have
any claim therefor against the city or town by which it is
issued, except for payment from the special assessments
made for the improvement for which the bond or warrant was
issued and except also for payment from the local
improvement guaranty fund of the city or town as to bonds
issued after the creation of a local improvement guaranty
fund of the city or town. The city or town shall not be liable to
the holder or owner of any bond, interest coupon, or warrant
for any loss to the local improvement guaranty fund occurring
in the lawful operation thereof.
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 from the City's Local Improvement District No. 362
Bond Redemption Fund (the "Bond Fund") created by Ordinance No.
(the "Bond Ordinance"), the Principal Amount indicated above and to pay
interest thereon from on , 20_, and on
each thereafter to maturity or earlier redemption (each, an
"Interest Payment Date"). This bond shall bear interest at the fixed rate
stated above (the "Interest Rate"). Interest on this bond shall accrue from
its dated date until paid and shall be computed per annum on the principal
amount outstanding on a 30/360 basis.
This bond is issued pursuant to the Bond Ordinance to provide a
portion of the funds necessary (a) to pay costs of improvements Local
Improvement District No. 362 ("LID No. 362"), (b) to fund the Guaranty
Fund, and (b) to pay costs of issuance for the bond.
This bond may be redeemed on any Interest Payment Date if
sufficient assessment payments are available in the Bond Fund over and
above the amount necessary to pay interest currently due on the
outstanding principal amount of this bond.
This bond is not a general obligation of the City. This bond is
payable solely from the Bond Fund and from the City's Local Improvement
Guaranty Fund. The City has irrevocably obligated and bound itself to pay
into the Bond Fund all assessments levied within LID No. 362 and received
after the legal prepayment period or otherwise not collected on or before
June 10, 2013.
The City hereby covenants and agrees with the owner of this bond
that it will keep and perform all the covenants of this bond and of the Bond
Ordinance to be by it kept and performed. Reference is hereby made to
the Bond Ordinance for the definitions of defined terms used herein.
Reference to the Bond Ordinance and any and all modifications and
amendments thereto is made for a description of the nature and extent of
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Locai Improvement District No. 362 Bond, 2013
the security for this bond, the funds pledged, and the terms and conditions
upon which this bond is issued.
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
the Bond Registrar.
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
happened, been done and performed precedent to and in the issuance of
this bond exist, have happened, been done and performed and that the
issuance of this bond 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 signature of the Mayor
of the City Council and attested by the manual or facsimile signature of the
Clerk, as of this day of , 2013.
[SEAL] CITY OF KENT, WASHINGTON
By /s/
Mayor
ATTEST:
/s/
City Clerk
REGISTRATION CERTIFICATE
This bond is registered in the name of the Registered Owner on the
books of the City, in the office of The Bank of New York Mellon, as bond
registrar (the "Bond Registrar"), as to both principal and interest, as noted
in the registration blank below. All payments of principal of and interest
on this Bond shall be made by the City with full acquittance by the Bond
Registrar's wire transfer, made payable to the last Registered Owner as
shown hereon and on the registration books of the Bond Registrar at
his/her/its address noted hereon and on the registration books of the Bond
Registrar.
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Loca/Improvement District No. 362 Bond, 2013
Dame of Name and Address of Signature of
Registration Registered Owner Bond Registrar
_, 2013
Bond Registrar
[scheduled redemption table]
Section 6. Execution of Bond. The Bond shall be executed on
behalf of the City with the manual or facsimile signature of the Mayor, and
shall be attested by the manual or facsimile signature of the Clerk.
The executed Bond shall be delivered to the Bond Registrar for
authentication. The Bond shall be numbered R-1 and with any additional
designation as the Bond Registrar deems necessary for purposes of
identification. Only a bond that bears a Certificate of Registration
substantially in the form set forth herein and manually executed by an
authorized representative of 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 Bond so
authenticated have been duly executed, authenticated and delivered
hereunder and are entitled to the benefits of this ordinance. Such Bond
bearing the Certificate of Authentication shall be delivered to the Purchaser
as set forth in Section 11.
In case either of the officers who shall have executed the Bond shall
cease to be an officer or officers of the City before the Bond so signed shall
have been authenticated or delivered by the Bond Registrar, or issued by
the City, such Bond may nevertheless be authenticated, delivered and
issued and upon such authentication, delivery and issuance shall be as
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Loca/Improvement District No. 362 Bond, 2013
binding upon the City as though those who signed the same had continued
to be such officers of the City. The Bond may also be signed and attested
on behalf of the City by such persons who at the date of the actual
execution of the 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. Application of Bond Proceeds. Proceeds of the Bond
and prepaid assessments shall be applied as follows:
(a) An amount equal to 10% of the principal amount of the Bond
shall be deposited into the Guaranty Fund; and
(b) The balance of the Bond proceeds, prepaid assessments and
installments of assessments and interest received on or prior to June 10,
2013 shall be deposited into the Improvements Fund to finance and/or
reimburse the City for costs of the improvements constructed in LID No.
362, and to pay all expenses incidental thereto and to the issuance of the
Bond.
Section . Bond Fund. There is created and established in the
office of the Finance Director a special local improvement district fund to
be known and designated as the "City of Kent Local Improvement District
No. 362 Bond Redemption Fund" (the "Bond Fund"). The Bond Fund shall
be a trust fund and shall be drawn upon only for the payment of the
principal of and interest on the Bond. All money presently on hand
representing collections pertaining to installments of Assessments and
interest thereon in LID No. 362 shall be transferred to and deposited in the
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Locel improvement District No. 362 Bond, 2013
Bond Fund, and all collections pertaining to Assessments on the
assessment roll of such local improvement district when hereafter received
shall be deposited in the Bond Fund to redeem the Bond. The Bond shall
be an obligation only of the Bond Fund and the Guaranty Fund and is not a
general obligation of the City.
The City hereby covenants and agrees to foreclose assessment liens
on all delinquent Assessments at the earliest opportunity available under
state law and ordinances of the City, to pursue those foreclosure actions
diligently, and to deposit promptly into the Bond Fund or the Guaranty
Fund, as applicable, the sale proceeds and all other payments received as
a result of such foreclosure actions.
The City may invest funds in the Bond Fund in any legal investment
and the investment earnings shall be retained therein and applied to the
purposes of the Bond Fund.
Section 9. Pledge of Assessment Payments. Assessments
collected in LID No. 362, together with interest and penalties, if any, are
pledged to the payment of the Bond which is payable solely out of the
Bond Fund and the Guaranty Fund in the manner provided by law. The
Bond is not a general obligation of the City.
Section 10. Prepayment and Redemption. If the Bond is prepaid in
accordance with this Section 10, interest shall cease to accrue on the date
the Purchaser receives such prepayment.
The City reserves the right to redeem the Bond, in whole or in part,
prior to its stated date of maturity on any Interest Payment Date, and
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Locai Improvement District No. 362 Bond, 2013
shall call the Bond on an Interest Payment Date for redemption whenever
there shall be sufficient money in the Bond Fund to pay the Bond so called
over and above the amount required for the payment of the interest
payable on that Interest Payment Date on the Bond. The Bond shall be
subject to scheduled redemptions to the extent, if any, set forth in the
Proposal and as approved by the Designated Representative pursuant to
Section it of this ordinance.
Section 11. Sale of the Bond.
(a) The Council hereby determines that it is in the best interest of
the City to delegate to the Designated Representative for a limited time
the authority to select the initial Purchaser of the Bond and to approve the
final maturity date, redemption terms (including whether to have
scheduled redemptions), and Interest Rate for the Bond, as set forth
below. The Designated Representative shall solicit proposals from
"qualified institutional buyers" as defined under Rule 144A promulgated
under the Securities Act and/or "accredited investors" as defined in
Sections 501(a)(1) through (3) of Regulation D promulgated under the
Securities Act, and shall select the Purchaser that submits the proposal
that is in the best interest of the City. The Bond shall be sold to the
Purchaser pursuant to the terms of this ordinance and the Proposal.
Subject to the terms and conditions set forth in this Section 11, the
Designated Representative is hereby authorized to accept and execute, if
necessary, the Proposal from the Purchaser, to approve the final maturity
date, redemption terms (including whether to have scheduled
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Locai Improvement District No. 362 Bond, 2013
redemptions), and Interest Rate for the Bond, and to agree to any other
terms, conditions and covenants that are in the best interest of the City
and in accordance with this ordinance so long as:
(1) the principal amount of the Bond does not exceed
$1,926,112;
(2) the final maturity date of the Bond is no later than
January 1, 2029;
(3) the Interest Rate for the Bond does not exceed 6.00%;
and
(4) the Purchaser executes and delivers to the City a
Purchaser Letter dated the date of issuance of the Bond in substantially
the form set forth in Exhibit A attached hereto.
Following the sale of the Bond, the Designated Representative shall
provide a report to the Council, describing the Purchaser and final terms of
the Bond approved pursuant to the authority delegated in this section.
The authority granted to the Designated Representative by this
Section 11 shall expire 180 days after the effective date of this ordinance.
If a Proposal has not been accepted within 180 days after the effective
date of this ordinance, the authorization for the issuance of the Bond shall
be rescinded, and the Bond shall not be issued nor its sale approved
unless such Bond shall have been re-authorized by ordinance of the
Council. The ordinance re-authorizing the issuance and sale of such Bond
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.
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Locai Improvement District No. 362 Bond, 2013
(b) Upon the passage and approval of this ordinance, the proper
officials of the City, including the Designated Representative and Finance
Director, are authorized and directed to undertake all action necessary for
the prompt execution and delivery of the Bond to the Purchaser thereof
and further to execute all closing certificates and documents required to
effect the closing and delivery of the Bond.
Section 12. Ongoina Disclosure; Covenants.
(a) Ongoing Disclosure. The Bond is exempt from ongoing
disclosure requirements of the Rule.
(b) Covenants. So long as the Bond is outstanding, the City
hereby covenants and agrees as follows:
(1) To provide the Purchaser copies of the City's audited
financial statements promptly after such statements become available;
and
(2) To provide the Purchaser financial or other information
as may be reasonably requested in writing from time to time.
Section 13. Interest Rate on Installments and Delinquent
Payments. The interest rate on the installments and delinquent payments
of Assessments in LID No. 362 may be established by the Finance Director
at a rate per annum not to exceed the Interest Rate plus 0.50 percent.
Section 14. Lost, Stolen or Destroyed Bond. In case the Bond shall
be lost, stolen or destroyed while in the Registered Owner's possession,
the Bond Registrar may at the request of the Registered Owner execute
and deliver a new Bond of like date, number and tenor to the Registered
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Locai improvement District No. 362 Bond, 2013
Owner thereof upon the Registered Owner's paying the expenses and
charges of the City and the Bond Registrar in connection therewith and
upon its filing with the City written certification that such Bond was
actually lost, stolen or destroyed and of its ownership thereof. In the case
the Bond shall be lost, stolen, or destroyed while in the Registered Owner's
possession, the Registered Owner may elect upon final payment of
principal and interest of the Bond to surrender a photocopy of the Bond for
cancellation at the office of the Bond Registrar together with written
certification that such Bond was actually lost, stolen or destroyed and of its
ownership thereof.
Section 15. 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 Bond.
All acts taken pursuant to the authority granted in this ordinance but prior
to its effective date are hereby ratified and confirmed.
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Locai Improvement District No. 362 Bond, 2013
Section 16. 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.
PASSED by the City Council this 21st day of May, 2013.
By
_,,,8ruzj Cooke, Mayor
ATTEST
Ronald ore, Clerk
APPROVED AS TO FORM:
PACIFICA LAW GROUP LLP
11�,'- la&:,� , 24._—
Bond Coun
PASSED: 'xl:�5r of , 2013
APPROVED: of U 12013
PUBLISHED: of /ew-41 , 2013
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Local Improvement District No. 362 Bond, 2013
Exhibit A
Form of Purchaser's Letter
City of Kent
Kent, Washington
RE: City of Kent, Washington, Local Improvement District No. 362 Bond,
2013 (Taxable) (the "Bond")
Ladies and Gentlemen:
The undersigned, (the "Purchaser"), hereby
acknowledges receipt of the above-referenced Bond dated _, 2013,
originally issued in the principal amount of $ The undersigned
acknowledges that the Bond was issued pursuant to Bond Ordinance No. _ of the
City of Kent (the "City") adopted by the City Council on May 21, 2013 (the "Bond
Ordinance"). Capitalized terms used in this letter have the meanings given such
terms in the Bond Ordinance.
In connection with the acquisition of the Bond by the Purchaser, the
Purchaser hereby makes the following representations upon which you may rely:
1. The Purchaser is a "qualified institutional buyer" as defined under Rule
144A promulgated under the Securities Act of 1933 (the "Securities Act") or an
"accredited investor" as defined in Sections 501(a)(1) through (3) of Regulation D
promulgated under the Securities Act.
2. The Purchaser has sufficient knowledge and experience in financial and
business matters, including purchase and ownership of governmental obligations, to
be able to evaluate the risks and merits of the loan represented by its purchase of
the Bond, and its net worth and available assets are such that it is able to bear the
economic risk of its purchase of the Bond.
3. The Purchaser understands that the Bond is a special fund obligation of
the City, payable solely out of the City of Kent Local Improvement District No. 362
Bond Redemption Fund (the "Bond Fund"), to be funded from collections of local
improvement district assessments levied against the benefited properties located
within the boundaries of Local Improvement District No. 362 ("LID No. 362") and
the City's Local Improvement Guaranty Fund. The Purchaser further understands
that the Bond does not constitute an obligation of the State of Washington or any
political subdivision thereof other than the City, and the full faith and credit of the
City has not been pledged to the payment of the Bond. The Bond is not a general
obligation of the City.
A-1
4. The Purchaser understands that the Bond may be redeemed on
1 of any year if sufficient assessment payments are available in the
Bond Fund for such purpose, in such amounts as are available in the Bond Fund in
excess of the amount necessary to pay interest currently due on the unpaid
principal portion of the Bond. The Purchaser acknowledges that the principal
amount of the Bond to be redeemed and paid each year is only an estimate.
5. The Purchaser understands that no official statement, prospectus,
offering circular or other offering statement containing material information with
respect to the City or the Bond is being issued, that the Bond is unrated, and that,
with due diligence, it has made its own inquiry and analysis with respect to the City,
the Bond and the security therefor, and other material factors affecting the security
for and payment of the Bond, and is relying solely on such inquiry and analysis in its
purchase of the Bond.
6. The Purchaser understands that the interest on the Bond is not
excludable from gross income for federal income tax purposes; i.e., the Bond is
"taxable."
7. The Purchaser acknowledges that it has either been supplied with or
been given access to information, including financial statements and other financial
information, to which a reasonable investor would attach significance in making
investment decisions, and the Purchaser has had the opportunity to ask questions
and receive answers from knowledgeable individuals and organizations concerning
the City, the use of proceeds of the Bond, and the Bond and the security therefor so
that, as a reasonable investor, the Purchaser has been able to make its decision to
purchase the Bond.
8. The Purchaser acknowledges that it is purchasing the Bond for
investment for our own account and not with a present view toward resale or the
distribution thereof, in that it does not now intend to resell or otherwise dispose of
all or any part of its interests in the Bond. The Purchaser acknowledges that the
Bond shall not be transferable without the consent of the City unless (i) the
Purchaser's corporate name is changed and the transfer is necessary to reflect such
change; (ii) the transferee is a successor in interest of the Purchaser by means of a
corporate merger, an exchange of stock, or a sale of assets; or (iii) the transferee is
a "qualified institutional buyer" as defined under Rule 144A promulgated under the
Securities Act or an "accredited investor" as defined in Sections 501(a)(1) through
(3) of Regulation D promulgated under the Securities Act, and such transferee
executes a purchaser's letter substantially similar to this letter. The Purchaser also
acknowledges that any transfer of the Bond which fails to comply with this provision
and the transfer limitations on the Bond contained in the Bond Ordinance shall be
null and void.
9. The Purchaser understands that the Bond is an exempted security
under the Securities Act and that registration is not legally required as of the date
hereof; and further understands that the Bond (a) is not being registered or
otherwise qualified for sale under the "Blue Sky" laws and regulations of any state,
(b) will not be listed in any stock or other securities exchange, (c) will not carry a
A-2- 05116/13
rating from any rating agency and (d) will be issued only in one denominations of
$ , which may not be readily marketable.
10. The Purchaser has had the opportunity to consult with and be advised
by legal counsel as to the significance of this letter and it has satisfied itself that the
Bond is a lawful investment for it under all applicable laws.
Very truly yours,
[PURCHASER]
By:
Authorized Signatory
A-3- 05118H3
CERTIFICATE
I, the undersigned, the Clerk of the City Council (the "City Council") of City of
Kent, Washington (herein called the "City"), DO HEREBY CERTIFY:
1. That the attached ordinance numbered 'y��5 (herein called the
"Ordinance") is a true and correct copy of an ordinance of the City, as finally
adopted at a regular meeting of the City Council held on the 21st day of May, 2013,
and duly recorded in my office.
2. That the meeting was duly convened and held in all respects in
accordance with law, and to the extent required by law, due and proper notice of
such meeting was given; that a quorum of the City Council was present throughout
the meeting and a legally sufficient number of members of the City Council voted in
the proper manner for the passage of said Ordinance; that all other requirements
and proceedings incident to the proper adoption of said Ordinance have been duly
fulfilled, carried out and otherwise observed, and that I am authorized to execute
this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of May,
2013.
CITY OF KE , WASHINGTON
Moo , City Cle k
P WMAOrdlnanceWond Ordinance-LID No 362 052113 Doc Ron
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