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HomeMy WebLinkAboutCity Council Committees - Operations Committee - 03/03/2015Unless otherwise noted, the Operations Committee meets at 4:00 p.m. on the first and third Tuesday of each month. Council Chambers East, Kent City Hall, 220 4th Avenue South, Kent, 98032-5895. Dates and times are subject to change. For information please contact Annalise LaPorte at (253) 856 -5705. Any person requiring a disability accommodation should contact the City Clerk’s Office at (253) 856 -5725 in advance. For TDD relay service call Washington Telecommunications Relay Service at 1-800-833-6388. Operations Committee Agenda Council Members: Bill Boyce * Dana Ralph * Les Thomas, Chair March 3, 2015 4:00 p.m. Item Description Action Speaker Time Page Call to order. Roll Call. Changes to the Agenda. 1. Approval of Check Summary Report dated 1/16/2015 thru 1/31/2015 and 2/1/2015 thru 2/15/2015. YES 2. Approval of Minutes dated February 3, 2015. YES 1 3. 2015 LTGO Refunding Bonds YES A. BeMiller 10 3 4. 2014 Supplemental Budget Ordinance YES A. BeMiller 5 49 5. Independent Salary Commission Ordinance YES T. Brubaker 5 55 This page intentionally left blank OPERATIONS COMMITTEE MINUTES February 3, 2015 Committee Members Present: Les Thomas, Chair, Bill Boyce, and Dana Ralph. The meeting was called to order by L. Thomas at 4:00 p.m. 1. APPROVAL OF THE CHECK SUMMARY REPORT DATED 1/1/2015 THROUGH 1/15/2015. D. Ralph moved to approve the check summary report dated 1/1/2015 through 1/15/2015. B. Boyce seconded the motion, which passed 3-0. 2. APPROVAL OF MINUTES DATED JANUARY 20, 2015. D. Ralph moved to approve the Operations Committee minutes dated December 20, 2015. B. Boyce seconded the motion, which passed 3-0. 3. TREBRON COMPANY INC. (SOPHOS MAINTENANCE AND SUPPORT). Information Technology Director M. Carrington brought before the committee a three-year contract renewal with Trebron Company Inc. They will provide Sophos Security and Data Protection software which protects the City’s network from viruses and other cyber- threats. For the next three years, the contract will require annual payments of $27,515 due on January 1. Contract prices remain the same as the previous year. The Information Technology Operational Budget funds approved in the 2015 – 2016 Biennial Budget are earmarked for this expenditure. B. Boyce moved to Recommend Council approve the Mayor to sign the Agreement For Trebron Company, Inc. in the amount of $82,546 for the purchase of Sophos Security and Data Protection software support, subject to terms and conditions acceptable to the City Attorney and Information Technology Director. D. Ralph seconded the motion which passed 3-0. 4. EMERGENCY MANAGEMENT PERFORMANCE GRANTS – MONITORING AGREEMENTS *staff will provide exhibits upon request City Auditor R. Goehring brought to the attention of the committee two Memorandums of Understanding (MOUs) and an inter-local agreement. The agreements are part of the City’s Corrective Action Plan designed to address an audit finding with regards to monitoring the Emergency Management Performance Grants (EMPGs). The City Council authorized acceptance of two federal EMPGs from the Washington Military Department (WMD) that assist with the enhancement, sustainment and improvement of state, local, and tribal emergency management programs. Regional Fire Authorities (RFAs) and fire protection districts are not eligible to receive these grants directly from the WMD. 1 Operations Committee Minutes February 3, 2015 Page: 2 Accordingly, these grants are awarded directly to the City and then passed to the Kent Fire Department RFA. Under federal grant requirements, the City is required to enter into separate grant agreements with the Kent Fire Department RFA for each award. The City is also required to perform grant monitoring activities designed to ensure grant requirements are met. The City does not have the prerequisite knowledge or expertise to perform the monitoring activities for these awards. The City of Auburn has agreed to perform these activities on behalf of Kent for a cost not expected to exceed $1,000 per grant award. There is an additional $1,000 per grant award contingency. D. Ralph moved to Recommend Council authorize the Mayor to sign two Memorandums of Understanding with the Kent Fire Department Regional Fire Authority regarding the administration of Emergency Management Performance Grants, and the Interlocal Agreement with the City of Auburn for monitoring services required under these grants, subject to final terms and conditions acceptable to the Finance Director and the City Attorney. B. Boyce seconded the motion which passed 3-0. 5. 2015 ANNEXATION SALES TAX CREDIT THRESHOLD Financial Planning Manager B. Lopez presented the annual Panther Lake Sales Tax Credit Resolution. Calculation of costs and revenues within the Panther Lake annexation area show an estimated gap between revenues generated and expenditures used to provide public services of $4,206,431 for July 1, 2015 through June 30, 2016. This deficit is the amount the City will request the State of Washington to credit. In order for the City to be issued the additional .02% sales tax, a report needs to be given to the State, outlining the maximum sales tax credit before March 1 of each year. As a result of a recent casino closure in the City, there will be changes to the gambling tax numbers for the year 2015. June 2020 will mark the expiration of this Annexation Sales Tax Credit. B. Boyce moved to recommend Council approve the resolution certifying the Panther Lake annexation sales tax credit of $4,206,431 for the period July 1, 2015 through June 30, 2016. D. Ralph seconded the motion which passed 3-0. The meeting was adjourned at 4:13 p.m. by L. Thomas. ___________________ Annalise LaPorte Operations Committee Secretary 2 Kent Council Operations Committee FINANCE Aaron BeMiller, Director Phone: 253-856-5260 Fax: 253-856-6255 Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: March 3, 2015 TO: Kent City Council Operations Committee SUBJECT: 2015 LTGO Refunding Bonds MOTION: Recommend council adopt Ordinance No. , 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. SUMMARY: The finance department has been working with our financial advisor, Piper Jaffray & Co, and Bond Counsel, Pacifica Law Group, on refunding the City’s 2006 and 2008A General Obligations bonds. For maximum flexibility, we have included the 2008A series in this refunding ordinance, however, it is unlikely that market conditions will exist in which we will refund the 2008A series in 2015. Though included in this refunding Ordinance, the City is in no way obligated to refund these bonds if it is not deemed desirable to do so. The principal balance remaining on the 2006 bonds is $9.4M and $19.995M on the 2008A bonds. The bond market fluctuates and therefore the most favorable market conditions may occur on a day other than a regular meeting of the Council. The refunding ordinance allows for the designated representative to approve the final refunding as long as the following conditions are met: - The aggregate principal amount of the Bonds does not exceed $30M, and - The final maturity date is no later than December 1, 2025, and - Each series of Bonds are sold in the aggregate at a price not less than 97% and not greater than 130%, and - Any Bonds sold for the purpose of refunding must result in a minimum net present value savings of at least 3.00% and, - The true interest cost for each series of Bonds, in the aggregate, does not exceed 3.50% and, - The refunding must take place before the end of 2015. The refunding ordinance requires that the Finance Director provide a report to the Council describing the final terms of the refunding(s). The scheduled closing date on the 2006 series is April 30, 2015. There is no scheduled closing date on the 2008A series for the reasons mentioned above. 3 Kent Council Operations Committee BUDGET IMPACT: Current estimates on the 2006 series are a net present value savings of $750,000 or 8.77% on the refunded bonds, and a true interest cost of 2.22%. BACKGROUND: The purpose of the 2006 bonds was to finance improvements at certain city parks and land acquisition for future parks. The improvements included the Service Club ball fields, East Hill Skate Park, and the Town Square Plaza. The purpose of the 2008 bonds included financing the design and construction of the public works maintenance facility, renovate the municipal court facility, implement the capital components of the City’s 2008 technology plan. 4 NO. _______ AN ORDINANCE OF THE CITY OF KENT, WASHINGTON, PROVIDING FOR THE ISSUANCE OF ONE OR MORE SERIES OF LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS OF THE CITY IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $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: MARCH 17, 2015 PREPARED BY: PACIFICA LAW GROUP LLP Seattle, Washington 5 -i- CITY OF KENT ORDINANCE NO. ____________ TABLE OF CONTENTS* Page SECTION 1. - Definitions and Interpretation of Terms ...................................... 4 SECTION 2. - Authorization of Bonds and Bond Details .................................. 10 SECTION 3. - Registration, Exchange and Payments ....................................... 11 SECTION 4. - Redemption Prior to Maturity and Purchase of Bonds ............................................................................................................. 17 SECTION 5. - Form of Bonds ...................................................................................... 22 SECTION 6. - Execution of Bonds ............................................................................ 24 SECTION 7. - Refunding Plan; Application of Bond Proceeds ............................................................................................................. 25 SECTION 8. - Tax Covenants ..................................................................................... 28 SECTION 9. - Bond Fund and Provision for Tax Levy Payments ........................................................................................................... 31 SECTION 10. - Defeasance ............................................................................................ 32 SECTION 11. - Sale of Bonds ....................................................................................... 33 SECTION 12. - Undertaking to Provide Ongoing Disclosure ............................. 36 SECTION 13. - Lost, Stolen or Destroyed Bonds .................................................. 40 SECTION 14. - Severability; Ratification.................................................................. 41 SECTION 15. - Corrections by City Clerk or Code Reviser ................................ 41 SECTION 16. - Effective Date of Ordinance ............................................................ 41 * This Table of Contents is provided for convenience only and is not a part of this ordinance. 6 -1- Limited Tax General Obligation Refunding Bonds, 2015 CITY OF KENT, WASHINGTON ORDINANCE NO. _______ AN ORDINANCE OF THE CITY OF KENT, WASHINGTON, PROVIDING FOR THE ISSUANCE OF ONE OR MORE SERIES OF LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS OF THE CITY IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $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) Principal Amount Interest Rate 2015 $ 800,000 5.00% 2016 800,000 4.000 2017 800,000 4.000 2018 800,000 4.250 2019 700,000 4.250 2020 800,000 4.375 7 -2- Limited Tax General Obligation Refunding Bonds, 2015 Maturity Date (December 1) Principal Amount Interest Rate 2021 1,100,000 4.250 2022 1,200,000 4.375 2023 1,400,000 4.500 2024 1,000,000 4.500 (the “2006 Bonds”); and 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 “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 8 -3- Limited Tax General Obligation Refunding Bonds, 2015 Maturity Date (December 1) Principal Amount Interest Rate 2025 2,490,000 5.25 (the “2008A Bonds”); 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 9 -4- Limited Tax General Obligation Refunding Bonds, 2015 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 FOLLOWS: 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, 2015” authorized to be created pursuant to Section 9. Bond Purchase Contract means the contract(s) 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. 10 -5- Limited Tax General Obligation Refunding Bonds, 2015 Bond Registrar means, initially, the fiscal agency of the State of Washington, for the purposes of registering and authenticating each series of Bonds, maintaining the Bond Register, effecting transfer of ownership of the Bonds and paying interest on and principal of the Bonds. Bond Year means each one-year period that ends on the date selected by the City. The first and last Bond Years may be short periods. If no date is selected by the City before the earlier of the final maturity date of a series of Bonds or the date that is five years after the date of issuance of a series of Bonds, Bond Years end on each anniversary of the date of issue and on the final maturity date of a series of Bonds. Bonds mean the not to exceed $30,000,000 aggregate principal amount of City of Kent, Washington, Limited Tax General Obligation Refunding Bonds, 2015, authorized to be issued in one or more series pursuant to this ordinance. Call Date means the dates specified in the Escrow Deposit Agreement(s) 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. 11 -6- Limited Tax General Obligation Refunding Bonds, 2015 Council or City Council means the legislative body of the City as duly and regularly constituted from time to time. Designated Representative means the Mayor, or his or her designee. DTC means The Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State of New York, as depository for the Bonds pursuant to Section 3. Escrow Agent means U.S. Bank National Association, Seattle, Washington. Escrow Deposit Agreement means the Escrow Deposit Agreement(s) between the City and the Escrow Agent to be dated as of the date of closing of a series of Bonds. Federal Tax Certificate means the certificate(s) executed by the Finance Director setting forth the requirements of the Code for maintaining the tax exemption of interest on a series of 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. 12 -7- Limited Tax General Obligation Refunding Bonds, 2015 Net Proceeds, when used with reference to the Bonds, means the principal amount of such series of Bonds, plus accrued interest and original issue premium, if any, and less original issue discount, if any. Private Person means any natural person engaged in a trade or business or any trust, estate, partnership, association, company or corporation. Private Person Use means the use of property in a trade or business by a Private Person if such use is other than as a member of the general public. Private Person Use includes ownership of the property by the Private Person as well as other arrangements that transfer to the Private Person the actual or beneficial use of the property (such as a lease, management or incentive payment contract or other special arrangement) in such a manner as to set the Private Person apart from the general public. Use of property as a member of the general public includes attendance by the Private Person at municipal meetings or business rental of property to the Private Person on a short-term basis in accordance with regulations under the Code if the rental paid by such Private Person is the same as the rental paid by any Private Person who desires to rent the property. Use of property by nonprofit community groups or community recreational groups is not treated as Private Person Use if such use is incidental to the governmental uses of property, the property is made available for such use by all such community groups on an equal basis and such community groups are charged only a de minimis fee to cover custodial expenses. 13 -8- Limited Tax General Obligation Refunding Bonds, 2015 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. 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. 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. 14 -9- Limited Tax General Obligation Refunding Bonds, 2015 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, 15 -10- Limited Tax General Obligation Refunding Bonds, 2015 corporations and other legal entities, including public bodies, as well as natural persons; (4) Any headings preceding the text of the several articles and sections of this ordinance, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this ordinance, nor shall they affect its meaning, construction or effect; and (5) All references herein to “articles,” “sections” and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof. SECTION 2. - Authorization of Bonds and Bond Details. For the purpose of refunding the Refunded Bonds and paying costs of issuance of 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, 2015[___]” 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 16 -11- Limited Tax General Obligation Refunding Bonds, 2015 maturity, shall be numbered separately in the manner and with any additional designation as the Bond Registrar deems necessary for purposes of identification and control, and shall bear interest payable on the dates set forth in the 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 17 -12- Limited Tax General Obligation Refunding Bonds, 2015 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 18 -13- Limited Tax General Obligation Refunding Bonds, 2015 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 e ach of the maturity dates for the Bonds within a series in a denomination corresponding to the total principal therein designated to mature on such date. Registered ownership of such Bonds, or any portions thereof, may not thereafter be transferred except (A) to any successor of DTC or its nominee, provided that any such successor shall be qualified under any applicable laws to provide the service proposed to be provided by it; (B) to any substitute depository appointed by the Finance Director pursuant to subsection (2) below or such substitute depository’s successor; or (C) to any person as provided in subsection (4) below. (2) Upon the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository or a 19 -14- Limited Tax General Obligation Refunding Bonds, 2015 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 20 -15- Limited Tax General Obligation Refunding Bonds, 2015 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. 21 -16- Limited Tax General Obligation Refunding Bonds, 2015 (f) Bond Registrar’s Ownership of Bonds. The Bond Registrar may become the Registered Owner of any Bond with the same rights it would have if it were not the Bond Registrar, and to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the right of the Registered Owners of Bonds. (g) Registration Covenant. The City covenants that, until all Bonds have been surrendered and canceled, it will maintain a system for recording the ownership of each Bond that complies with the provisions of Section 149 of the Code. (h) Place and Medium of Payment. Both principal of and interest on the Bonds shall be payable in lawful money of the United States of America. Interest on the Bonds shall be calculated on the basis of a year of 360 days and twelve 30-day months. For so long as all Bonds are held by a depository, payments of principal and interest thereon shall be made as provided in accordance with the operational arrangements of DTC referred to in the Letter of Representations. In the event that the Bonds are no longer held by a depository, interest on the Bonds shall be paid by 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 22 -17- Limited Tax General Obligation Refunding Bonds, 2015 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, if any, set 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 23 -18- Limited Tax General Obligation Refunding Bonds, 2015 longer held in uncertificated form, the selection of such Bonds to be redeemed and the surrender and reissuance thereof, as applicable, shall be made as provided in the following provisions of this subsection (c). If the City redeems at any one time fewer than all of the Bonds 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. 24 -19- Limited Tax General Obligation Refunding Bonds, 2015 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 25 -20- Limited Tax General Obligation Refunding Bonds, 2015 (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 26 -21- Limited Tax General Obligation Refunding Bonds, 2015 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 27 -22- Limited Tax General Obligation Refunding Bonds, 2015 maintain compliance with duly promulgated regulations and recommendations regarding notices of redemption of municipal securities. SECTION 5. - Form of Bonds. The Bonds shall be in substantially the following form with appropriate or necessary insertions, depending upon the omissions and variations as permitted or required hereby: UNITED STATES OF AMERICA NO. $ STATE OF WASHINGTON CITY OF KENT LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, 2015[__] 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 ___________, 2015, 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. _______ duly passed by the City Council 28 -23- Limited Tax General Obligation Refunding Bonds, 2015 on March 17, 2015 (the “Bond Ordinance”). Capitalized terms used in this bond have the meanings given such terms in the Bond Ordinance. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Bond Registrar or its duly designated agent. This bond is one of an authorized issue of bonds of like 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 “qualified tax-exempt obligations” for investment by financial institutions under Section 265(b) of the Code.] The pledge of tax levies for payment of principal of and interest on the bonds may be discharged prior to maturity of the bonds by making provision for the payment thereof on the terms and conditions set forth in the Bond Ordinance. It is hereby certified that all acts, conditions and things required by the Constitution and statutes of the State of Washington to exist and to have happened, been done and performed precedent to and in the issuance of this bond exist and have happened, been done and performed and that the issuance of this bond and the bonds of this issue does not violate any constitutional, statutory or other limitation upon the amount of bonded indebtedness that the City may incur. 29 -24- Limited Tax General Obligation Refunding Bonds, 2015 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 ___________, 2015. [SEAL] CITY OF KENT, WASHINGTON By /s/ manual or facsimile Mayor ATTEST: /s/ manual or facsimile City Clerk The Bond Registrar’s Certificate of Authentication on the Bonds shall be in substantially the following form: CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the within-mentioned Bond Ordinance and is one of the Limited Tax General Obligation Refunding Bonds, 2015[___] of the City of Kent, Washington, dated ____________, 2015. WASHINGTON STATE FISCAL AGENCY, as Bond Registrar By 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 30 -25- Limited Tax General Obligation Refunding Bonds, 2015 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 31 -26- Limited Tax General Obligation Refunding Bonds, 2015 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 32 -27- Limited Tax General Obligation Refunding Bonds, 2015 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 33 -28- Limited Tax General Obligation Refunding Bonds, 2015 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. The City covenants that it will not take or permit to be taken on its behalf any action that would adversely affect the exemption from federal income taxation of the interest on the Bonds and will take or require to be taken such acts as may reasonably be within its ability and as may from time to time be required under applicable law to continue the exemption from federal income taxation of the interest on the Bonds. (a) Arbitrage Covenant. Without limiting the generality of the foregoing, the City covenants that it will not take any action or fail to take any action with respect to the proceeds of sale of the Bonds or any other funds of the City which may be deemed to be proceeds of the Bonds pursuant to Section 148 of the Code and the regulations promulgated thereunder which, if such use had been reasonably expected on the dates 34 -29- Limited Tax General Obligation Refunding Bonds, 2015 of delivery of the Bonds to the initial purchasers thereof, would have caused the Bonds to be treated as “arbitrage bonds” within the meaning of such term as used in Section 148 of the Code. The City will comply with the requirements of Section 148 of the Code and the applicable regulations thereunder throughout the term of the Bonds. (b) Private Person Use Limitation for the Bonds. The City covenants that for as long as the Bonds are outstanding, it will not permit: (1) More than 10% of the Net Proceeds of the Bonds to be allocated to any Private Person Use; and (2) More than 10% of the principal or interest payments on the Bonds in a Bond Year to be directly or indirectly: (A) secured by any interest in property used or to be used for any Private Person Use or secured by payments in respect of property used or to be used for any Private Person Use, or (B) derived from payments (whether or not made to the City) in respect of property, or borrowed money, used or to be used for any Private Person Use. The City further covenants that, if: (3) More than five percent of the Net Proceeds of the Bonds are allocable to any Private Person Use; and (4) More than five percent of the principal or interest payments on the Bonds in a Bond Year are (under the terms of this ordinance or any underlying arrangement) directly or indirectly: 35 -30- Limited Tax General Obligation Refunding Bonds, 2015 (A) secured by any interest in property used or to be used for any Private Person Use or secured by payments in respect of property used or to be used for any Private Person Use, or (B) derived from payments (whether or not made to the City) in respect of property, or borrowed money, used or to be used for any Private Person Use, then, (i) any Private Person Use of the projects described in subsection (3) hereof or Private Person Use payments described in subsection (4) hereof that is in excess of the five percent limitations described in such subsections (3) or (4) will be for a Private Person Use that is related to the state or local governmental use of the projects refunded by the proceeds of the Bonds, and (ii) any Private Person Use will not exceed the amount of Net Proceeds of the Bonds allocable to the state or local governmental use portion of the projects to which the Private Person Use of such portion of the projects refunded by the proceeds of the Bonds relate. The City further covenants that it will comply with any limitations on the use of the projects refunded by the proceeds of the Bonds by other than state and local governmental users that are necessary, in the opinion of its bond counsel, to preserve the tax exemption of the interest on the Bonds. (c) Modification of Tax Covenants. The covenants of this section are specified solely to assure the continued exemption from regular income taxation of the interest on the Bonds. To that end, the provisions of this section may be modified or eliminated without any requirement for 36 -31- Limited Tax General Obligation Refunding Bonds, 2015 formal amendment thereof upon receipt of an opinion of the City’s bond counsel that such modification or elimination will not adversely affect the tax exemption of interest on any Bonds. (d) In the Federal Tax Certificate the City may designate the 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 than $10,000,000 in qualifying tax-exempt debt during calendar year 2015. 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, 2015” (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. 37 -32- Limited Tax General Obligation Refunding Bonds, 2015 The City hereby irrevocably pledges that the annual tax provided for herein to be levied for the payment of such principal and interest shall be within and as a part of the tax levy permitted to cities without a vote of the people, and that a sufficient portion of each annual levy to be levied and collected by the City prior to the full payment of the principal of and interest on the Bonds will be and is hereby irrevocably set aside, pledged and appropriated for the payment of the principal of and interest on the Bonds. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of said taxes and for the prompt payment of the principal of and interest on the Bonds when due. SECTION 10. - Defeasance. In the event that the City, to effect the payment, retirement or redemption of any Bond, sets aside in the Bond Fund or in another special account, cash or noncallable Government Obligations, or any combination of cash and/or noncallable Government Obligations, in amounts and maturities which, together with the known earned income therefrom, are sufficient to redeem or pay and retire such Bond in accordance with its terms and to pay when due the interest and redemption premium, if any, thereon, and such cash and/or noncallable Government Obligations are irrevocably set aside and pledged for such purpose, then no further payments need be made into the Bond Fund for the payment of the principal of and interest on such Bond. The owner of a Bond so provided for shall cease to be entitled to any lien, benefit or security of this ordinance except the right to receive payment of principal, 38 -33- Limited Tax General Obligation Refunding Bonds, 2015 premium, if any, and interest from the Bond Fund or such special account, and such Bond shall be deemed to be not outstanding under this ordinance. The City shall give written notice of defeasance to the owners of all Bonds so provided for within 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 Sale. 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 Bonds and redemption rights for each series of Bonds and selection of the Refunding Bonds. The Designated Representative is hereby authorized to designate a portion or all of the Refunding Candidates as Refunded Bonds, and to approve the final interest rates, aggregate principal amount, principal amounts of each maturity of the Bonds, and redemption rights for each series of Bonds in the manner provided hereafter so long as: (i) the aggregate principal amount of Bonds issued pursuant to this ordinance does not exceed $30,000,000, 39 -34- Limited Tax General Obligation Refunding Bonds, 2015 (ii) 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 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 net present value debt service savings over the 2008A Refunded Bonds of at least 3.00%, (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 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 11 shall expire on December 31, 2015. If a Bond Purchase Contract for the Bonds has not been executed by 40 -35- Limited Tax General Obligation Refunding Bonds, 2015 December 31, 2015, the authorization for the issuance of the Bonds shall be rescinded, and the Bonds shall not be issued nor their sale approved unless such Bonds shall have been re-authorized by ordinance of the Council. The ordinance re-authorizing the issuance and sale of such Bonds may be in the form of a new ordinance repealing this ordinance in whole or in part or may be in the form of an amendatory ordinance approving a bond purchase contract or establishing terms and conditions for the authority delegated under this Section 11. (b) Delivery of Bonds; Documentation. Upon the passage and approval of this ordinance, the proper officials of the City, including the Finance Director and 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 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. 41 -36- Limited Tax General Obligation Refunding Bonds, 2015 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; 2. The assessed valuation of taxable property in the City; 3. Ad valorem taxes due and percentage of taxes collected; 4. Property tax levy rate per $1,000 of assessed valuation; and 5. Outstanding general obligation debt of the City. Items 2-5 shall be required only to the extent that such information is not included in the annual financial statements. 42 -37- Limited Tax General Obligation Refunding Bonds, 2015 The information and data described above shall be provided on or before the end of nine months after the end of the City’s 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 provided 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;  Unscheduled draws on credit enhancements reflecting financial difficulties; 43 -38- Limited Tax General Obligation Refunding Bonds, 2015  Substitution of credit or liquidity providers, or their failure to perform;  Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;  Modifications to the rights of Bondholders, if material;  Bond calls, if material, and tender offers;  Defeasances;  Release, substitution, or sale of property securing repayment of the Bonds, if material;  Rating changes;  Bankruptcy, insolvency, receivership or similar event of the City;  The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and 44 -39- Limited Tax General Obligation Refunding Bonds, 2015  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. The City may amend this section with an opinion of nationally recognized bond counsel in accordance with the Rule. In the event of any 45 -40- Limited Tax General Obligation Refunding Bonds, 2015 amendment of this section, the City shall describe such amendment in the next annual report, and shall include a narrative explanation of the reason for the amendment and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (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 13. - Lost, Stolen or Destroyed Bonds. In case any Bond or Bonds shall be lost, stolen or destroyed, the Bond Registrar may execute and deliver a new Bond or Bonds of like date, series, number and tenor to the Registered Owner thereof upon the Registered Owner’s paying the expenses and charges of the City and the Bond Registrar in connection 46 -41- Limited Tax General Obligation Refunding Bonds, 2015 therewith and upon his/her filing with the City evidence satisfactory to the City that such Bond was actually lost, stolen or destroyed and of his/her ownership thereof, and upon furnishing the City and/or the Bond Registrar with indemnity satisfactory to the City and the Bond Registrar. SECTION 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 15. - 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. 47 -42- Limited Tax General Obligation Refunding Bonds, 2015 Adopted by the City Council of the City of Kent, Washington, at a regular meeting thereof held this 17th of March, 2015. SUZETTE COOKE, MAYOR ATTEST RONALD F. MOORE, MMC, CITY CLERK APPROVED AS TO FORM: PACIFICA LAW GROUP LLP Bond Counsel PASSED: day of , 2015. APPROVED: day of , 2015. PUBLISHED: day of , 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. (SEAL) RONALD F. MOORE, CITY CLERK 48 Kent Council Operations Committee Consolidating Budget Adjustment FINANCE Aaron BeMiller Director Phone: 253-856-5260 Fax: 253-856-6255 Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: March 3, 2015 TO: Operations Committee SUBJECT: 2014 Supplemental Budget Ordinance MOTION: Recommend Council approve the supplemental budget ordinance, reflecting an overall budget increase of $14,966,147. SUMMARY: Authorization is requested to approve the technical gross budget adjustment ordinance reflecting an overall budget increase of $14,966,147. The supplemental budget adjustment is comprised of two items:  $14,491,147 for the 2014 LTGO bond refunding. This adjustment is necessary to complete the required final steps to account for the 2014 bond refunding.  $475,000 to cover maintenance and operating costs for the ShoWare Center. EXHIBITS: Ordinance with Exhibits 49 ORDINANCE NO. AN ORDINANCE of the City Council of the City of Kent, Washington, approving the supplemental consolidating budget adjustments made between October 1, 2014 and December 31, 2014 reflecting an overall budget increase of $14,966,147. THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: ORDINANCE SECTION 1. – Budget Adjustments. The 2014 budget is amended to include supplemental budget fund adjustments for the fourth quarter of 2014 from October 1, 2014 through December 31, 2014, as summarized and set forth in Exhibit “A,” which is attached and incorporated into this ordinance. Except as amended by this ordinance, all terms and provisions of the 2013-2014 biennial budget Ordinance No. 4067, as amended by Ordinance Nos. 4099, 4110, 4113, 4119, 4130, and 4141 shall remain unchanged. SECTION 2. – Severability. 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 50 ordinance and that remaining portion shall maintain its full force and effect. SECTION 3. – 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 numbering; or references to other local, state or federal laws, codes, rules, or regulations. SECTION 4. – Effective Date. This ordinance shall take effect and be in force five (5) days from and after its passage and publication, as provided by law. SUZETTE COOKE, MAYOR ATTEST: RONALD F. MOORE, CITY CLERK APPROVED AS TO FORM: TOM BRUBAKER, CITY ATTORNEY 51 PASSED: day of , 2015. APPROVED: day of , 2015. PUBLISHED: day of , 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. (SEAL) RONALD F. MOORE, CITY CLERK P:\Civil\Ordinance\2014 Supplemental Budget Ordinance.docx 52 Fund Title Previously Approved Approval Requested Total Adjustment Ordinance 195 Kent Events Center Operating Fund - 475,000 475,000 330 Other Capital Projects Fund (2014 Refunding)- 9,216,147 9,216,147 440 Sewerage Operating Fund (2014 Refunding)- 5,275,000 5,275,000 Total - 14,966,147 14,966,147 City of Kent Budget Adjustment Ordinance Exhibit A 53 This page intentionally left blank 54 LAW DEPARTMENT Tom Brubaker, City Attorney Phone: 253-856-5770 Fax: 253-856-6770 Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: March 3, 2015 TO: Operations Committee SUBJECT: Independent Salary Commission Ordinance - Recommend MOTION: Recommend Council adopt an ordinance amending Title 2 of the Kent City Code by adding a new chapter 2.58, entitled “Independent Salary Commission,” and establishing the commission to review, establish, increase, or decrease mayor and councilmember’s salaries. SUMMARY: Under state law, the city council currently sets the salaries of the councilmembers and the mayor. Revised Code of Washington (RCW) section 35.21.015 authorizes a city to establish a salary commission to review and adjust elected official salaries and provides that commission action supersedes any other state statute, provision, or city ordinance related to either municipal budgets or to the fixing of salaries. This ordinance establishes that commission. If the commission elects to include a conservative, fixed inflation factor to address future inflationary trends as part of its salary decision, the council will authorize the commission to be disbanded and this ordinance—but not the salaries established by the commission— can be repealed. If the commission elects not to include a conservative, fixed inflation factor to address future inflationary trends, then the commission will continue to operate, holding at least annual commission meetings. Exhibit: Ordinance Budget Impact: None P:\Civil\Motions-BlueSheets\Motion - Salary Commission.docx 55 Salary Commission-Created KCC 2.58 1 ORDINANCE NO. ______ AN ORDINANCE of the City Council of the City of Kent, Washington, amending Title 2 of the Kent City Code by adding a new chapter 2.58, entitled “Independent Salary Commission,” and establishing the commission to review, establish, increase, or decrease mayor and councilmember’s salaries. RECITALS A. Under state law, the city council currently sets the salaries of the councilmembers and the mayor. B. Revised Code of Washington (RCW) section 35.21.015 authorizes a city to establish a salary commission to review and adjust elected official salaries and provides that commission action supersedes any other state statute, provision, or city ordinance related to either municipal budgets or to the fixing of salaries. C. It is appropriate to create a separate, independent commission, rather than the city council itself, to establish the salaries of these elected officials. D. If the commission elects to include a conservative, fixed salary inflation factor to address future inflationary trends as part of its 56 Salary Commission-Created KCC 2.58 2 salary decision, the council will authorize the commission to be disbanded and this ordinance—but not the salaries established by the commission— can be repealed. If the commission elects not to include a conservative, fixed salary inflation factor to address future inflationary trends, then the commission will continue to operate, holding at least annual commission meetings. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: ORDINANCE SECTION 1. – New Chapter. Chapter 2.58, entitled “Independent Salary Commission,” shall be added to the Kent City Code. Sec. 2.58.010. Establishment and purpose. There is hereby established an independent salary commission. The purpose of the commission is to review and establish the mayor and councilmembers’ salaries. Sec. 2.58.020. Responsibilities. The commission shall have the following responsibilities: A. The commission shall be solely responsible for its own organization, operation, and action and shall enjoy the fullest cooperation of all city officials, officers, departments, and employees. B. The members of the commission shall elect a chairperson from among its members. C. The commission shall study the relationship of salaries and benefits to the duties of the mayor and city councilmembers and shall 57 Salary Commission-Created KCC 2.58 3 establish the salaries and benefits for those positions by either increasing or decreasing the existing salary and benefits for each position by an affirmative vote of not less than a majority of the commission. D. The commission will use its best efforts to file its schedule of salaries with the city clerk no later than July 1, 2015. After that date, if the commission establishes an annual salary inflation factor to be applied to the adjusted salaries, the city council will take steps to allow the commission to disband and to repeal the establishment of this commission under this ordinance, but to keep the salary schedule established by the commission in place. E. If the commission does not establish an annual salary inflation factor as part of its salary and benefits adjustments, the commission will meet at least annually to review and, if it so determines, amend and file its salary schedules not later than the first Tuesday in October of each year to coincide with the city’s budget cycle. F. The commission will submit its salary schedule to the city clerk, who will publish the complete schedule two times, each publication at least one week apart. The second publication date will be the official filing date. The schedule will become effective thirty days after the official filing date. The salary schedule will be subject to referendum petition in the same manner as a city ordinance, if a valid referendum petition is filed within thirty days of the salary schedule’s official filing date. G. The signature of the chairperson of the commission shall be affixed on each schedule submitted to the city clerk. 58 Salary Commission-Created KCC 2.58 4 H. All meetings, actions, hearings and business of the commission shall be subject to the Open Public Meetings Act set forth in Ch. 42.30 RCW. I. The commission’s established or amended salary schedule will become effective in the amounts, at the times, and under the conditions established in the schedule. Once filed, the city will incorporate the schedule into the city budget without further action by the city council or the commission. J. Salary increases established by the commission shall be effective as to all city elected officials, regardless of their terms of office. Salary decreases established by the commission shall not become effective as to incumbent city elected officials until commencement of the incumbent’s next subsequent term of office. K. Existing salaries and benefits for the mayor and councilmembers established by city ordinance and/or city budget will remain in effect unless and until changed in accordance with the provisions of this chapter. L. The terms and conditions of the commission’s adopted salary schedule will remain in effect until amended under the terms and conditions of a new salary schedule filed in accordance with this chapter or applicable law. Sec. 2.58.030. Salary schedule - Referendum petition. A. The commission’s adopted salary schedule will be subject to referendum in the same manner as a city ordinance. As required by law, a 59 Salary Commission-Created KCC 2.58 5 referendum petition on the commission’s ordinance must be filed with the city clerk within thirty days from the salary schedule’s official filing date. If a valid referendum petition is filed, the salary increase or decrease will not go into effect unless approved at the referendum election. B. The city will submit referendum measures under this section to the voters at the next following general or municipal election occurring thirty or more days after the petition is filed. Referendum measures will be otherwise governed by the provisions of the state Constitution or other laws generally applicable to referendum measures. Sec. 2.58.040. Composition of the commission. The salary commission shall consist of five members. Ideally, the commissioners will be residents of the city. Representation on the commission should be as follows: (1) one commissioner from the faith community; (2) one commissioner from the business community; (3) one commissioner with human resources expertise; and (4) two at-large commissioners. The mayor will appoint the commissioners and the city council will confirm the appointment in accordance with the provisions of this chapter. The commission members shall serve as city volunteers without compensation, except for reasonable reimbursement for their expenses in accordance with state law and city ordinance. Sec. 2.58.050. Terms of appointment. 60 Salary Commission-Created KCC 2.58 6 A. The city council prefers that the commission adjust salaries and benefits as it deems appropriate and include a fixed annual salary inflation factor. If the commission establishes a fixed annual salary inflation factor to be applied to the adjusted salaries, at the expiration of any referendum period, the city council will take steps to allow the commission to disband and to repeal the establishment of the commission under this ordinance, but to keep the salary schedule established by the commission in place. B. If the commission does not establish a fixed annual salary inflation factor as part of its salary and benefits adjustments, the commission will meet at least annually to review and, if it so determines, amend and file its salary schedules not later than the first Tuesday in October of each year to coincide with the city’s budget cycle. Members shall serve 3-year terms, except for the first members appointed to the commission, who shall serve staggered terms as follows: 1. One member will serve a one year term; 2. Two members will serve a two year term; and 3. Two members will serve a three year term. However, no member may be appointed to more than two terms of office on the commission, whether or not those terms are held consecutively. The commissioners will annually elect the commission’s chairperson. C. No city officer, official, employee, or immediate family member of any city officer, official or employee may serve on the commission. As used in this section, “immediate family member” means parents, spouse, siblings, children or dependent relative of the officer, 61 Salary Commission-Created KCC 2.58 7 official or employee, whether or not living in the household of the officer, official or employee. D. No commissioner will be removed during his or her term of office unless for cause of incapacity, incompetence, neglect of duty or malfeasance in office, or for a disqualifying change of residence. Sec. 2.58.060. Staffing. The mayor shall appoint staff as he or she deems appropriate to assist the commission in its daily operation. All city officers, officials, and employees will assist the commission in all proper ways to carry out the provisions of this chapter. Specifically, the city’s human resources department will provide the commission with a survey comparing mayor and councilmember salaries and benefits from comparable cities and will provide the commission with historical annualized inflation trends to establish comparable salaries for Kent’s mayor and councilmembers plus a reasonable fixed inflation adjustment factor for future years. The commission will have access to all city books, papers, documents and accounts applying or in any way concerning the salaries and benefits of elected officials and the salary commission. The commission shall operate in accordance with its duly adopted rules and regulations. Sec. 2.58.070. Meetings. The commission shall meet at least two times prior to July 1, 2015. Thereafter, if not disbanded as provided for in this ordinance, the commission shall meet at least once a year to consider whether or not to review and/or adjust existing salaries and benefits. This annual meeting will occur no later than September 15 in any given year. If necessary, the commission will also meet upon any other call by the chair, the mayor, or by majority vote of the city council. 62 Salary Commission-Created KCC 2.58 8 Sec. 2.58.080. Attendance and vacancies. At any meeting of the commission, the commission may recommend to the Mayor removal of any member who misses two consecutive meetings without being excused by the commission upon an affirmative vote of a majority of the commissioners in attendance. Upon a vacancy in any commission position, the mayor will appoint, subject to council confirmation, a successor to fill the unexpired term. SECTION 2. – Severability. If any one or more section, subsection, or sentence of this ordinance is held to be unconstitutional or invalid, that decision shall not affect the validity of the remaining portion of this ordinance and that remaining portion shall maintain its full force and effect. SECTION 3. – 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; references to other local, state or federal laws, codes, rules, or regulations; or ordinance numbering and section/subsection numbering. SECTION 4. – Effective Date. This ordinance shall take effect and be in force thirty (30) days from and after its passage and publication, as provided by law. SUZETTE COOKE, MAYOR ATTEST: 63 Salary Commission-Created KCC 2.58 9 RONALD F. MOORE, CITY CLERK APPROVED AS TO FORM: TOM BRUBAKER, CITY ATTORNEY PASSED: day of , 2015. APPROVED: day of , 2015. PUBLISHED: day of , 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. (SEAL) RONALD f. MOORE, CITY CLERK P:\Civil\Ordinance\Salary Commission.docx 64