HomeMy WebLinkAbout4160AN 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 $30,000,000 TO
REFUND CERTAIN OUTSTANDING LIMITED TAX GENERAL
OBLIGATION BONDS OF THE CITY 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 4, 2015
PREPARED BY:
PACIFICA LAW GROUP LLP
Seattle, Washington
Or
•RDINANCE NO.
TABLEOF •
SECTION 1. - Definitions and Interpretation of Terms......0ta.4t...................4
SECTION 2. - Authorization of Bonds and Bond Details .............................9,
i
SECTION 4. - Redemption Prior to Maturity and Purchase of Bonds... 16
1
SECTION 5. - Form of Bonds...............................................................................21
11
SECTION 6. - Execution of Bonds.....................................................................23 �
SECTION 7. - Refunding Plan; Application
SECTION 8. - Tax Covenants..............................................................................27'
SECTION 9. - Bond Fund and Provision for Tax Levy Payments...........28
SECTION 10. - Defeasance.....................................................................................29
SECTION 11. - Sale of Bonds................................................................................30
SECTION 12. - Undertaking to Provide Ongoing Disclosure ......................33
SECTION 13. - Lost, Stolen or Destroyed Bonds...........................................37
SECTION 14. - Severability; Ratification..........................................................38
SECTION 15. - Corrections by City Clerk or Code Reviser .........................38
SECTION 16. - Effective Date of Ordinance.....................................................38
* This Table of Contents is provided for convenience only and is not a part
of this ordinance.
-i-
CITY OF KENT, WASHINGTON
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 $30,000,000 TO
REFUND CERTAIN OUTSTANDING LIMITED TAX
GENERAL OBLIGATION BONDS OF THE CITY
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.
RECITALS
A. The City of Kent, Washington (the "City") has outstanding its
Limited Tax General Obligation Bonds, 2006, issued pursuant to Ordinance
No. 3778 adopted by the City Council (the "Council") of the City on
December 13, 2005 (the "2006 Bond Ordinance"), which remain
outstanding as follows:
Maturity Date
(December 1)
2015
2016
2017
2018
2019
2020
Principal Amount
$ 800,000
800,000
800,000
800,000
700,000
800,000
Interest Rate
5.00%
4.000
4.000
4.250
4.250
4.375
Limited Tax General Obligation Refunding Bonds, 2015
1
Maturity Date
(December 1)
2021
2022
2023
2024
Principal Amount
1,100,000
1,200,000
1,400,000
1,000,000
(the 2006 Bonds
")I and
Interest Rate
4.250
4.375
4.500
4.500
B. The 2006 Bond Ordinance provides that the City may call the
2006 Bonds maturing on or after December 1, 2016 (the 2006 Refunding
Candidates") for redemption on or after December 1, 2015, in whole or in
part at any time, at a price of par plus accrued interest, if any, to the date
of redemption; and
C. After due consideration it appears to the Council that all or a
portion of the 2006 Refunding Candidates (the 2006 Refunded Bonds")
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
D. The City has outstanding its Limited Tax General Obligation
Bonds, 2008A, issued pursuant to Ordinance No. 3889 adopted by the
Council on August 19, 2008 (the A1
2008A Bond Ordinance"), which remain
outstanding as follows:
Maturity Date
(December 1) Principal Amount Interest Rate
2015 $ 730,000 4.50%
2016 735,000 5.00
2017 790,000 5.00
2018 795,000 5.00
2019 900,000 5.00
2020 905,000 5.00
2021 2,010,000 5.50
2022 3,125,000 5.25
2023 3,645,000 5.25
2024 3,870,000 5.25
Limited Tax General Obligation Refunding Bonds
2
Maturity Date
(December 1)
Principal Amount
Interest Rate
2025 2,490,000 5.25
(the "2008A Bonds")I and
E. The 2008A Bond Ordinance provides that the City may call
the 2008A Bonds maturing on or after December 1, 2019 (the "2008A
Refunding Candidates," and together with the 2006 Refunding Candidates,
the "Refunding Candidates") for redemption on or after December 1,
2018, in whole or in part at any time, at a price of par plus accrued
interest, if any, to the date of redemption; and
F. After due consideration it appears to the Council that all or a
portion of the 2008A Refunding Candidates (the "2008A Refunded Bonds,"
and together with the 2006 Refunded Bonds, the "Refunded Bonds") 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
G. 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
aggregate principal amount of not to exceed $30,000,000 (the "Bonds") to
redeem and defease all or a portion of the Refunding Candidates and to
pay costs of issuing the Bonds; and
H. 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 each
series of Bonds within the parameters set by this ordinance; and
I. The City expects to receive a proposal from KeyBanc Capital
Limited Tax General Obligation Refunding Bonds
3
Markets Inc. (the "Underwriter") and now desires to issue and sell the
Bonds to the Underwriter as set forth herein,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT,
WASHINGTON DOES HEREBY ORDAIN AS FOLLOWS2
SECTION 1. -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).
Bond Fund means the "City of Kent Limited Tax General Obligation
Bond Debt Service Fund" authorized to be created pursuant to Section 9.
Bond Purchase Contract means the contracts) for the purchase of
the Bonds between the Underwriter 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 each series
Limited Tax General Obligation Refunding Bonds
4
of Bonds, maintaining the Bond Register, effecting transfer of ownership of
the Bonds and paying interest on and principal of the Bonds.
Bonds mean the not to exceed $30,000,000 aggregate principal
amount of City of Kent, Washington, Limited Tax General Obligation
Refunding Bonds, 201[_][(Taxable)], authorized to be issued in one or
more series pursuant to this ordinance.
Call Date means the dates specified in the Escrow Deposit
Agreements) for the refunding of each series of the Refunded Bonds.
Chief Administrative Officer means the Chief Administrative Officer
of the City or the successor to such officer.
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.
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 City Mayor, or his or her
designee. If the Mayor is absent or otherwise unavailable, the Mayor Pro
Tempore of the City, or his or her designee, shall serve as the Designated
Representative.
Limited Tax General Obligation Refunding Bonds
5
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 Agreements)
between the City and the Escrow Agent to be dated as of the date of
closing of a series of Bonds.
Federal Tax Certificate means the certificates) executed by the
Finance Director setting forth the requirements of the Code for
maintaining the tax' exemption of interest on a 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.
Refunded Bonds mean the 2006 Refunded Bonds and the 2008A
Refunded Bonds.
Refunding Account means the account by that name established
pursuant to Section 7.
Limited Tax General Obligation Refunding Bonds
6
Refunding Candidates mean the 2006 Refunding Candidates and the
2008A Refunding Candidates.
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.
2006 Bond Ordinance means Ordinance No. 3778 adopted by the
Council on December 13, 2005 authorizing the issuance of the 2006
Bonds.
2006 Bonds mean the City of Kent, Washington, Limited Tax
General Obligation Bonds, 2006 issued pursuant to the 2006 Bond
Ordinance as described in the recitals of this ordinance.
2006 Refunded Bonds mean all or a portion of the 2006 Refunding
Candidates designated by the Designated Representative for refunding
pursuant to Section 7 and Section 11.
2006 Refunding Candidates mean the 2006 Bonds maturing on or
after December 1, 2016.
Limited Tax General Obligation Refunding Bonds
7
2008A Bond Ordinance means Ordinance No. 3889 adopted by the
Council on August 19, 2008 authorizing the issuance of the 2008A Bonds,
2008A Bonds mean the City of Kent, Washington, Limited Tax'
General Obligation Bonds, 2008A issued pursuant to the 2008A Bond
Ordinance as described in the recitals of this ordinance.
2008A Refunded Bonds mean all or a portion of the 2008A
Refunding Candidates designated by the Designated Representative for
refunding pursuant to Section 7 and Section 11.
2008A Refunding Candidates mean the 2008A Bonds maturing on or
after December 1, 2019.
Underwriter means KeyBanc Capital Markets Inc., or its successors.
(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,
Limited Tax General Obligation Refunding Bonds
8
corporations and other legal entities, including public bodies, as well as
natural persons;
(4) Any headings preceding the text of the several articles
aHd sections of this ordinance, and any table of contents or marginal notes
aFFended 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
the Bonds, the City is hereby authorized to issue and sell one or more
series of limited tax general obligation refunding bonds in the aggregate
principal amount of not to exceed $30,000,000 (the "Bonds").
The Bonds of each series shall be general obligations of the City,
shall be designated "City of Kent, Washington, Limited Tax General
Obligation Refunding Bonds, 201[ ][(Taxable)]" with other such
designation as set forth in the applicable Bond Purchase Contract and
approved by the Designated Representative.
The Bonds may be sold in one or more series, with each series
dated the date of its initial delivery. The Bonds of each series 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
Limited Tax General Obligation Refunding Bonds
9
maturity, shall be numbered separately in the manner and with any
additional designation as the Bond Registrar deems necessary for
pU1 poses of identcation and control, and shall bear interest payable on
the dates set forth in the applicable Bond Purchase Contract. The Bonds
shall bear interest at the rates set forth in the applicable Bond Purchase
Contract; and shall mature on the dates and in the principal amounts set
forth in the applicable 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
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
Limited Tax General Obligation Refund/ng Bonds
10
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
of each series 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
Limited Tax Genera/ Obligation Refunding Bonds
11
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 Mn
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
Limited Tax Genera/ Obligation Refunding Bonds
12
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.
(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 a 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
Limited Tax General Obligation Refunding Bonds
13
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 Registered Owner or transferee therefor, a new Bond (or Bonds at the
option of the new Registered Owner) of the same date, maturity, series,
and interest rate and for the same aggregate principal amount in any
authorized denomination, naming as Registered Owner the person or
persons listed as the assignee on the assignment form appearing on the
surrendered Bond, in exchange for such surrendered and cancelled Bond.
Any Bond may be surrendered to the Bond Registrar and exchanged,
without charge, for an equal aggregate principal amount of Bonds of the
same date, maturity, series, 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.
Limited Tax General Obligation Refunding Bonds
14
(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) Piace 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
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
Limited Tax Genera/ Obligation Refunding Bonds
15
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. Each series of Bonds shall be subject to optional
redemption on the dates, at the prices and under the terms set forth in
the applicable Bond Purchase Contract approved by the Designated
Representative pursuant to Section 11. Each series of Bonds shall be
subject to mandatory redemption to the extent, ifset forth in the
applicable 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
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
Limited Tax General Obligation Refunding Bonds
16
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
tHC City redeems at any one time fewer than all of the Bonds within a
series having the same maturity date, 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 and
maturity as representing such number of separate Bonds each of the
denomination of $5,000 as is obtained by dividing the actual principal
amount of such Bond of such series and maturity by $5,000. In the event
that only a portion of the principal sum of a Bond is redeemed, upon
surrender of such Bond at the principal office of the Bond Registrar there
shall be issued to the Registered Owner, without charge therefor, for the
then unredeemed balance of the principal sum thereof, at the option of the
Registered Owner, a Bond or Bonds of like maturity, series, 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.
Limited Tax Genera/ Obligation Refunding Bonds
17
Thereafter (if the Bonds are no longer held in uncertificated form), notice
of redemption shall be given in the manner hereinafter provided. Unless
waived by any owner of Bonds to be redeemed, official notice of any such
redemption (which redemption may be conditioned by the Bond Registrar
on the receipt of sufficient funds for redemption or otherwise) shall be
given by the Bond Registrar on behalf of the City by mailing a copy of an
official redemption notice by first class mail at least 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
Limited Tax General Obligation Refunding Bonds
18
(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 any condition to such
redemption has not been satisfied or waived or notice of such redemption
has been rescinded, 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. The City retains
the right to rescind any redemption notice and the related optional
redemption of Bonds by giving notice of rescission to the affected
registered owners at any time on or prior to the scheduled redemption
date. Any notice of optional redemption that is so rescinded shall be of no
effect, and the Bonds for which the notice of optional redemption has been
rescinded shall remain outstanding.
(2) Effect of Notice; Bonds Due. If an unconditional notice
of redemption has been given and not rescinded, or if the conditions set
forth in a conditional notice of redemption have been satisfied or waived,
the Bonds or portions of Bonds to be redeemed shall, on the redemption
date, become due and payable at the redemption price therein specified,
and, if the Bond Registrar then holds sufficient funds to pay such Bonds at
the redemption price, then from and after such date such Bonds or
portions of Bonds shall cease to bear interest. Upon surrender of such
Bonds for redemption in accordance with said notice, such Bonds shall be
paid by the Bond Registrar at the redemption price. Installments of
Limited Tax General Obligation Refunding Bonds
19
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.
(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 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
Limited Tax General Obligation Refunding Bonds
20
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
thC: following form with appropriate or necessary insertions, depending
uVon the omissions and variations as permitted or required hereby:
NO.
UNITED STATES OF AMERICA
STATE OF WASHINGTON
CITY OF KENT
LIMITED TAX GENERAL OBLIGATION REFUNDING BOND,
201 [_] [(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 , 20 , 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 and
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. T
L6CI duly passed by the City Council
Limited Tax Genera/ Obligation Refunding Bonds
21
on Azza mW 3 2015 (the "Bond Ordinance"). Capitalized terms
used in is bond have the meanings given such terms in the Bond
Ordinance.
This bond shall not be valid or become obligatory for any purpose or
be entitled to any security or benefit under the Bond Ordinance until the
Certificate of Authentication hereon shall have been manually signed by or
on behalf of the Bond Registrar or its duly designated agent.
This bond is one of an authorized issue of bonds of like 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.
[The bonds of this issue are subject to redemption as provided in
the Bond Ordinance and the Bond Purchase Contract.]
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
"quaed 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.
Limited Tax General Obligation Refunding Bonds
22
.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 , 20
[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:
This bond
Bond Ordinance
Refunding Bonds,
dated
CERTIFICATE OF AUTHENTICATION
one of the bonds
and is one of the
01[.] [(Taxable)]
_, 201_9
described in the within -mentioned
Limited Tax General Obligation
of the City of Kent, Washington,
WASHINGTON STATE FISCAL
AGENCY, as Bond Registrar
SECTION 6. -Execution of Bonds. The Bonds of each series 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.
Only such Bonds as shall bear thereon a Certificate of
Authentication in the form hereinbefore recited, manually executed by the
Limited Tax Genera/ Obligation Refunding Bonds
23
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
Limited Tax Genera/ Obligation Refunding Bonds
24
Refunded Bonds as authorized by the 2006 Bond Ordinance and/or 2008A
Bond Ordinance, as applicable, and to pay costs of issuance of the Bonds.
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 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
Limited Tax Genera/ Obligation Refunding Bonds
25
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) Call 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.
The City hereby calls the Refunded Bonds for redemption on their
Call Date in accordance with the provisions of the 2006 Bond Ordinance
and the 2008A Bond Ordinance, authorizing the redemption and
retirement of such bonds, 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 2006 Bond Ordinance and
the 2008A Bond Ordinance. 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
Limited Tax Genera/ Obligation Refunding Bonds
26
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.
(a) General. The City shall comply with the provisions of this
section unless, in the written opinion of Bond Counsel to the City, such
compliance is not required to maintain the exemption of the interest on
the Tax -Exempt Bonds from federal income taxation.
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. The City
covenants to undertake all actions required to maintain the tax-exempt
status of interest on the Tax -Exempt Bonds under Section 103 of the Code
as set forth in the Federal Tax Certificate that will be executed at the
closing of a series of Tax -Exempt Bonds.
Limited Tax General Obligation Refunding Bonds
27
(b) In the Federal Tax Certificate the City may designate a series
of Tax -Exempt Bonds as "qualified tax-exempt obligations" under
Section 265(b)(3) of the Code for investment by financial institutions if at
the time of such designation it reasonably does not expect to issue more
thUH $10,000,000 in qualifying tax-exempt debt during the calendar year
in which such Tax -Exempt Bonds were issued.
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" (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
Limited Tax Genera/ Obligation Refunding Bonds
28
the people, and that a sufficient portion of each annual levy to be levied
and collected by the City prior to the full payment of the principal of and
interest on the Bonds will be and is hereby irrevocably set aside, pledged
and appropriated for the payment %J 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 I0. - 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.
Limited Tax General Obligation Refunding Bonds
29
The City shall give written notice of defeasance to the owners of all
Bonds so provided for within 20 days of the defeasance and to each party
entitled to receive notice in accordance with Section 12.
SECTION 11. - Sale of Bonds.
(a) Bond Sa/e. The Bonds shall be sold at negotiated sale to the
Underwriter pursuant to the terms of one or more Bond Purchase
Contracts. 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, redemption rights, whether to issue the Bonds in one or more
series, whether to designate the Bonds (or the Bonds of a series) as Tax -
Exempt or Taxable Bonds, whether to designate the Bonds of a series as
"qualified tax-exempt obligations" under Section 265(b)(3) of the Code,
anA
selection of the Refunded Bonds .
The Designated Representative is hereby authorized to determine
whether to issue the Bonds in one or more series, whether to designate
the Bonds (or the Bonds of a series) as Tax -Exempt or Taxable Bonds,
whether to designate the Bonds of a series as "qualified tax-exempt
obligations" under Section 265(b)(3) of the Code, and to approve the final
interest rates, aggregate principal amount, principal amounts of each
maturity of the Bonds, selection of the Refunded Bonds, and redemption
Limited Tax General Obligation Refunding Bonds
30
rights for the Bonds in the manner provided hereafter so long as.
(i) the aggregate principal amount of Bonds issued from
time to time pursuant to this ordinance does not exceed $30,000,000,
the final maturity date for the Bonds is no later than
December 1, 2025,
(iii) each series of Bonds are sold (in the aggregate) at a
price not less than 97% and not greater than 130%,
(iv) any Bonds sold for the purpose of refunding the 2006
Refunded Bonds are sold for a price that results in a minimum aggregate
net present value debt service savings over the 2006 Refunded Bonds of
at least 3.00%,
(v) any Bonds sold for the purpose of refunding the 2008A
Bonds are sold for a price that results in a minimum aggregate net present
value debt service savings over the 2008A Refunded Bonds of at least
(vi) the true interest cost for each series of Bonds (in the
aggregate) does not exceed 3.50%, and
(vii) the Bonds conform to all other terms of this ordinance.
Subject to the terms and conditions set forth in this section, the
Designated Representative is hereby authorized to execute the Bond
Purchase Contract for each series of Bonds issued pursuant to this
ordinance.
Following the execution of each Bond Purchase Contract, the
Finance Director shall provide a report to the Council describing the final
Limited Tax General Obligation Refunding Bonds
31
terms of the applicable series of Bonds approved pursuant to the authority
delegated in this section. The authority granted to the Designated
Representative by this Section li shall expire on March 1, 2016. If the
Bonds authorized herein have not been sold by March 1, 2016, 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 Chief Administrative Officer, are authorized and
directed to undertake all action necessary for the prompt execution and
delivery of each series of Bonds to the Underwriter and further to execute
all closing certificates and documents required to effect the closing and
delivery of each series of Bonds in 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 each series of 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
Limited Tax General Obligation Refunding Bonds
32
relating to the issuance and sale of each series of Bonds and the
distribution of the final Official Statement pursuant thereto with such
changes, if any, as may be deemed by him or 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. With respect to each
series of Bonds issued pursuant to this ordinance, the City agrees to
provide or cause to be provided to the MSRB the following annual financial
information and operating data for the prior fiscal year (commencing in
2015 for the fiscal year ended December 31, 2014):
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
specified in the official statement for the Bonds;
collected;
2. The assessed valuation of taxable property in the City;
3. Ad valorem taxes due and percentage of taxes
4. Property tax levy rate per $1,000 of assessed
valuation; and
5. Outstanding general obligation debt of the City.
Limited Tax General Obligation Refunding Bonds
33
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 the end of nine months after the end of y fiscal year. The
City's current fiscal year ends on 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
provideA
to the MSRB, in a timely manner not in excess of 10 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;
Limited Tax General Obligation Refunding Bonds
34
• Unscheduled draws on credit enhancements reflecting
0
a
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
Limited Tax General Obligation Refunding Bonds
35
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.
(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.
Limited Tax Genera/ Obligation Refunding Bonds
36
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
fUI the amendment and its impact on the type (or in the case of a change
of accounting principles, on the presentation) of financial information or
operating data being presented by the City. In addition, if the amendment
relates to the accounting principles to be followed in preparing financial
statements, (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.
SECTION 1
3. - 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, series, number and
Limited Tax Genera/ Obligation Refunding Bonds
37
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/ filing with the City evidence satisfactory to the
City that such Bond was actually lost, stolen or destroyed and of his/her
ownership thereof, and upon furnishing the City and/or the Bond Registrar
with indemnity satisfactory to the City and the Bond Registrar.
SECTION 14. - Severability,; Ratification. If any one or more
section, subsection, or sentence of this ordinance is held to be
unconstitutional or invalid, such decision shall not affect the validity of the
remaining portion of this ordinance or the Bonds and the same shall
remain in full force and effect. All acts taken pursuant to the authority
granted in this ordinance but prior to its effective date are hereby ratified
and confirmed.
SECTION Y5. - Corrections by City Clerk or Code Reviser. Upon
approval of the City Attorney, the City Clerk and the Code Reviser are
authorized to make necessary corrections to this ordinance, including the
correction of clerical errors; ordinance, section or subsection numbers; or
references to other local, state or federal laws, codes, rules, or
regulations.
SECTION 16. - Effective Date of Ordinance. This ordinance shall
take effect thirty (30) days after its passage as provided by law.
Limited Tax General Obligation Refunding Bonds
38
Adopted by the City Council of the City of Kent, Washington, at a
regular meeting thereof held this 4th of August, 2015.
,,,-'' FUZE E COOKE, MAYOR
ATTEST
ONALD F. VOOREI Yf C, CITY CLERK
APPROVED AS TO FORM:
PACIFICA LAW GROUP LLP
PASSED: 4th day of August, 2015.
2015.
2015.
I hereby certify that this is a true copy of Ordinance No. �
passed by the city council of the city of Kent, Washington, and approved
by the Mayor of the city of Kent as hereon indicated.
NALD F.,P�fOO
CLrERK
Limited Tax General Obligation Refunding Bonds
39