HomeMy WebLinkAboutCity Council Committees - Public Facilities District Board - 04/21/2016 (2) Public Facilities District Board Agenda
Board Members: Mike Miller – Lew Sellers – Randall Smith – Jeff Piecewicz – Carmen Goers
Officers: Chair Mike Miller - Vice Chair Lew Sellers - Treasurer Aaron BeMiller – Secretary Ronald F. Moore
SPECIAL MEETING
April 21, 2016
4 p.m.
ShoWare Center
625 West James Street
Item Description Action Speaker
1. Call to order NO Secretary Moore
2. Election of 2016 Public Facilities District Officers YES Secretary Moore
3. Introductions NO Chair
4. New Business - A resolution of the Board of
Directors of the PFD authorizing the redemption
of certain sales tax bonds and the execution of an
interlocal financing agreement between the PFD
and the City of Kent.
YES Treasurer BeMiller
5. Approval of the Special Meeting Minutes of
January 28, 2016 and February 18, 2016
YES Chair
6. Finance Reports NO
a. City of Kent Treasurer BeMiller
b. ShoWare Center Arletta Voter
7. Operation Update NO
a. General Manager Update Tim Higgins
b. Marketing Update Ryan Hart
c. City of Kent Update Ben Wolters
8. Seattle Thunderbirds Update NO Colin Campbell
a. Thunderbird Sales, Marketing & Attendance Colin Campbell
b. Advertising & Suite Sales Colin Campbell
9. Other Business Chair
10. Adjournment Chair Miller
Unless otherwise noted, the Public Facilities District meets at 4 p.m. on the last Thursday of each quarter
at the ShoWare Center, 625 West James Street, Kent, WA 98032.
For additional information please contact Ronald F. Moore, MMC, City Clerk at 253-856-5728 or via email
at rmoore@kentwa.gov.
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.
This page intentionally left blank.
10069 00012 fc04ee21sy
CITY OF KENT SPECIAL EVENTS CENTER PUBLIC FACILITIES DISTRICT
RESOLUTION NO. _____
A RESOLUTION of the Board of Directors of the City of Kent Special
Events Center Public Facilities District authorizing the defeasance and
redemption of its Special Events Center Sales Tax Bonds, 2008; approving
and authorizing the execution of an Interlocal Financing Agreement
between the District and the City of Kent, Washington and authorizing the
issuance of a bond to evidence the District’s payment obligations
thereunder; and approving certain matters related thereto.
WHEREAS, the City of Kent Special Events Center Public Facilities District (the
“District”) is authorized by chapter 35.57 of the Revised Code of Washington (“RCW”) to
acquire, construct, own, remodel, maintain, equip, reequip, repair, finance, and operate one or
more “regional centers” as defined in RCW 35.57.020, including related parking facilities,
serving a regional population; and
WHEREAS, the City of Kent, Washington (the “City”) and the District previously
entered into an Interlocal Agreement for Development of Special Events Center dated
September 14, 2007, as amended (the “Interlocal Agreement”), in connection with the design,
development, construction, ownership, and operation of a regional center comprised of a multi-
purpose arena for hockey and other public uses, together with related parking facilities, as such
facilities may be expanded from time to time, located in the City and constituting a “regional
center” within the meaning of chapter 35.57 RCW, as it may be amended from time to time (the
“Special Events Center”); and
WHEREAS, under the Interlocal Agreement, the District agreed to promptly pay, or
cause to be paid, all funds collected by or on behalf of the District from revenues of a sales and
use tax imposed by the District pursuant to Resolution No. 2007-1 adopted by the Board of
Directors of the District (the “Board”) on September 14, 2007, as amended, and authorized by
RCW 35.57.040(1)(d) and RCW 82.14.390 (the “Sales Tax”), and other funds pledged therefor,
to the City as intergovernmental project payments for the purposes set forth in the Interlocal
Agreement, which may include paying debt service on bonds issued by the City to pay costs of
the design and construction of the Special Events Center; and
WHEREAS, construction of the Special Events Center was financed, in part, with
proceeds of the District’s Special Events Center Sales Tax Bonds, 2008 (the “Sales Tax Bonds”)
issued on February 29, 2008, pursuant to Resolution No. 2008-2 adopted by the Board on
February 20, 2008 (the “Sales Tax Bond Resolution”); and
WHEREAS, the principal of and interest on the Sales Tax Bonds are payable from
revenues of the Sales Tax, Special Events Center Revenues (as defined herein), and amounts
loaned to the District by the City under the terms of the Contingent Loan and Support Agreement
dated February 20, 2008, between the City and the District (the “Contingent Loan Agreement”);
and
10069 00012 fc04ee21sy
WHEREAS, pursuant to the terms of the Contingent Loan Agreement, the City has from
time to time loaned the District funds to pay approximately [80% to 84%]the majority of the debt
service due on the Sales Tax Bonds and the District’s Special Events Center Revenue Bonds,
2008 (Taxable) (the “Revenue Bonds”) for years 2009 through 2015, inclusive, and the City
expects that it will continue to be required to make loans to the District to pay some portion of
the debt service due on the Sales Tax Bonds and the Revenue Bonds in the future; and
WHEREAS, the Sales Tax Bond Resolution provides that the District may call the Sales
Tax Bonds for redemption on any date on or after June 1, 2018, at a price of par plus accrued
interest, if any, to the date of redemption; and
WHEREAS, the City will consider its ordinance authorizing the issuance of limited tax
general obligation refunding bonds of the City, a portion of which will be allocated to and issued
for the purpose of providing funds to be used by the District and the City to refund, defease, pay
and redeem all of the District’s outstanding Sales Tax Bonds in order to realize a savings in
interest costs that otherwise would be incurred with respect to the Sales Tax Bonds and to pay
related costs of issuance and the administrative costs of the refunding (the portion of the City’s
limited tax general obligation refunding bonds allocated for such purpose is referred to herein as
the “2016 Sales Tax Refunding Bonds”); and
WHEREAS, the Board finds that it is in the best interests of the District to enter into an
Interlocal Financing Agreement between the City and the District (the “Agreement”), to approve
and authorize the execution and delivery of the Agreement, and to memorialize the obligation of
the District to pay Sales Tax Revenue and Special Events Center Revenues to the City for the
purpose of paying debt service on the 2016 Sales Tax Refunding Bonds and the repayment by
the District of other loans and advances from the City to the District, and the pledge of such
revenues for such purpose, as set forth therein; and
WHEREAS, the Board has determined to delegate to the Chair of the District or his or
her designee certain matters relating to the redemption of the Sales Tax Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
CITY OF KENT SPECIAL EVENTS CENTER PUBLIC FACILITIES DISTRICT, as follows:
Section 1. Definitions. Unless the context clearly requires otherwise, capitalized
terms used in this resolution have the meanings given such terms in the recitals hereof and in the
Agreement. The following terms shall have the following meanings:
“Additional Revenue Bonds” shall have the meaning set forth in the Contingent Loan
Agreement.
“Agreement” means the Interlocal Financing Agreement to be executed and delivered by
the City and District in connection with the issuance of the 2016 Sales Tax Refunding Bonds and
the refunding and defeasance of the Sales Tax Bonds.
“City” means the City of Kent, Washington.
10069 00012 fc04ee21sy
“City Advance” has the meaning set forth in Section 4(c) of the Agreement.
“Contingent Loan Agreement” means the Contingent Loan and Support Agreement
Regarding Financing for the Kent Special Events Center between the City and the District dated
February 20, 2008, as it may be amended from time to time.
“Contingent Loan Payments” means any loan payments made by the City to the District
for Required Debt Service pursuant to the Contingent Loan Agreement that are derived from
City funds other than Special Events Center Revenues.
“Continuing Disclosure Certificate” has the meaning set forth in Section 4 of this
resolution.
“District Bond” means the bond issued by the District to evidence its payment obligations
to the City under the terms of the Agreement for purposes of RCW 35.57.020(4) and
RCW 82.14.390(4), as described in Section 3(d) of this resolution.
“Escrow Agent” means U.S. Bank National Association, Seattle, Washington.
“Escrow Agreement” means the Escrow Deposit Agreement among the District, the City,
and the Escrow Agent to be dated the date of closing of the 2016 Sales Tax Refunding Bonds.
“Interlocal Agreement” means the Interlocal Agreement for Development of the Special
Events Center between the District and the City, dated September 18, 2007, as it may be
amended from time to time.
“Revenue Bonds” mean the District’s Special Events Center Revenue Bonds, 2008
(Taxable), issued in the original principal amount of $10,130,000 pursuant to Resolution
No. 2008-3 adopted by the Board on February 20, 2008.
“Rule” means the Securities and Exchange Commission’s Rule 15c2-12 under the
Securities Exchange Act of 1934, as the same may be amended from time to time.
“Sales Tax” means the sales and use taxes imposed by the District pursuant to Resolution
No. 2007-1 adopted by the Board on September 14, 2007 and authorized by
RCW 35.57.040(1)(d) and RCW 82.14.390 at the rate of 0.037% of the selling price (in the case
of a sales tax) or the value of the article used (in the case of a use tax).
“Sales Tax Bond Resolution” means Resolution No. 2008-2 adopted by the Board on
February 20, 2008 authorizing the issuance of the Sales Tax Bonds.
“Sales Tax Bonds” mean the District’s Special Events Center Sales Tax Bonds, 2008
issued pursuant to the Sales Tax Bond Resolution.
“Sales Tax Revenue” means all the money received by the District from the Washington
State Department of Revenue on account of the Sales Tax imposed by and collected for the
District.
10069 00012 fc04ee21sy
“Special Events Center” means the land, real property improvements, buildings, facilities,
fixtures, equipment, support facilities and related parking facilities comprising a special events
center of approximately 153,000 square feet, including an ice arena, as such facilities may be
expanded from time to time, located in the City and constituting a “regional center” within the
meaning of chapter 35.57 RCW, as it may be amended from time to time.
“Special Events Center Revenues” has the meaning set forth in the Agreement.
“2016 Bonds” means the City’s Limited Tax General Obligation Refunding Bonds, 2016.
“2016 Sales Tax Refunding Bonds” means the portion of the 2016 Bonds allocated to and
issued for the purpose of refunding, defeasing, paying and redeeming the Sales Tax Bonds and
paying costs of issuance and the administrative costs of the refunding, and any bonds issued to
refund and/or defease the allocable portion of such 2016 Bonds.
Section 2. Refunding Plan and Procedures.
(a) Refunding Plan. Pursuant to the Agreement, a portion of the proceeds of the sale
of the 2016 Sales Tax Refunding Bonds are to be delivered by the City to the Escrow Agent.
Money received by the Escrow Agent from 2016 Sales Tax Refunding Bond proceeds and other
money provided by the City is to be used immediately by the Escrow Agent upon receipt thereof
in accordance with the terms of the Escrow Agreement to defease and redeem the outstanding
Sales Tax Bonds and pay costs of issuance of the 2016 Sales Tax Refunding Bonds and the
administrative costs of the refunding. To carry out the purposes of this section, the Chair of the
District is authorized and directed to execute and deliver to the Escrow Agent, the Escrow
Agreement, with such revisions as are approved by the Chair of the District consistent with and
in furtherance of the purposes of this resolution.
(b) Implementation of Refunding Plan. The District hereby calls the Sales Tax Bonds
for redemption on the redemption date specified in the Escrow Agreement. Said defeasance and
call for redemption of the Sales Tax Bonds shall be irrevocable after the final establishment and
funding of the escrow account under the Escrow Agreement. The Escrow Agent is hereby
authorized and directed to arrange for the giving of notices of the defeasance and redemption of
the Sales Tax Bonds in accordance with the applicable provisions of the Sales Tax Bond
Resolution. The Chair of the District is authorized and requested to provide whatever assistance
is necessary to accomplish such redemption and the giving of notices therefor.
Section 3. Approval of Interlocal Financing Agreement; Pledge of Sales Tax
Revenue.
(a) Approval of Agreement. The Board hereby approves the Agreement by and
between the District and the City, substantially in the form attached hereto as Exhibit A and
incorporated herein by this reference. The Chair of the District is hereby authorized and directed
to execute and deliver the Agreement to the City, substantially in the form attached hereto with
only those modifications as determined by the Chair of the District to be necessary.
(b) Pledge of Full Faith and Credit of District; Pledge of District Funds. The full
faith and credit of the District is hereby pledged for payment of the District’s obligations under
10069 00012 fc04ee21sy
the Agreement, specifically including the District’s obligation to pay Sales Tax Revenue and
Special Events Center Revenues to the City for application by the City (a) to pay debt service on
the 2016 Sales Tax Refunding Bonds, (b) to repay Contingent Loan Payments made by the City
to the District pursuant to the Contingent Loan Agreement, and (c) to repay any City Advances
may by the City to the District under the Agreement. All Sales Tax Revenue and Special Events
Center Revenues are hereby pledged to the City and for the equal and ratable benefit of the
owners from time to time of the 2016 Sales Tax Refunding Bonds, for payment of the principal
of and interest on the 2016 Sales Tax Refunding Bonds, and to the City for payment of principal
of and interest on the Contingent Loan Payments and any City Advances to the District under the
Agreement, subject to the priorities set forth in the Agreement. The 2016 Sales Tax Refunding
Bonds are recognized and agreed to be the obligations of the District.
(c) Covenant to Impose Sales Tax. The District’s obligation to impose the Sales Tax
pursuant to and to the extent permitted by RCW 35.57.040(1)(d) and RCW 82.14.390 and to
distribute Sales Tax Revenue to the City under the Agreement, the Interlocal Agreement, and the
District Bond shall be absolute and unconditional, and shall not be subject to diminution by
setoff, counterclaim, abatement or otherwise. Except to the extent that the District’s legal
authority to impose and collect the Sales Tax expires pursuant to RCW 82.14.390, as amended,
or any applicable successor statute, the obligations under the Agreement, the Interlocal
Agreement, and the District Bond, shall continue in effect and shall survive until the full
repayment, defeasance, or early redemption of (a) the 2016 Sales Tax Refunding Bonds,
(b) Contingent Loan Payments, and (c) any City Advances, together with any costs owed to the
City thereunder.
(d) Issuance of District Bond. Solely for purposes of RCW 35.57.020(4) and
RCW 82.14.390(4), the District hereby authorizes the issuance of a bond (the “District Bond”) to
the City to evidence the obligation of the District under the Agreement to make the payments to
the City from the sources identified in the Agreement. The District Bond shall be executed in the
name and on behalf of the District by the manual or facsimile signature of the Chair and the
Secretary of the District, and attested and authenticated by the Treasurer of the District.
The District Bond shall be delivered to the City on the date of issuance of the 2016 Sales
Tax Refunding Bonds and shall be nontransferable. The District Bond shall be payable in the
amounts and on the dates as described in the payment schedules attached to the District Bond,
which may be modified, added to, or replaced from time to time to reflect any payment
obligation of the District to the City under the Agreement.
Section 4. Continuing Disclosure Undertaking. To meet the conditions of paragraph
(b)(5) of the Rule, as applicable to a participating underwriter for the 2016 Sales Tax Refunding
Bonds, the District hereby undertakes for the benefit of holders of the 2016 Sales Tax Refunding
Bonds to provide, or cause to be provided, annual financial information as provided in the
Continuing Disclosure Certificate, substantially in the form as attached hereto as Exhibit B and
incorporated herein by this reference (“Continuing Disclosure Certificate”). The Chair of the
District is hereby authorized to execute and deliver the Continuing Disclosure Certificate with
such modifications as determined to be necessary.
10069 00012 fc04ee21sy
Section 5. General Authorization. Upon the passage and approval of this resolution,
the proper officials of the District, including but not limited to the Chair, Secretary and Treasurer
of the District, are authorized and directed to execute all other documents and closing
certificates, and to undertake all action necessary for the prompt execution and delivery of the
City Bonds, the defeasance and refunding of the Sales Tax Bonds, and the transfer of Sales Tax
Revenue and Special Events Center Revenues to the City.
Section 6. Effective Date. This resolution shall become effective upon its approval
as provided by law.
ADOPTED by the Board of Directors of the City of Kent Special Events Center Public
Facilities District at a special open public meeting thereof held this _____ day of ___________,
2016.
CITY OF KENT SPECIAL EVENTS CENTER
PUBLIC FACILITIES DISTRICT
______________________________
Chair and Board Member
______________________________
Secretary and Board Member
ATTEST:
______________________________
District Treasurer
APPROVED AS TO FORM:
______________________________
Special Counsel to the District
10069 00012 fc04ee21sy
Exhibit A
FORM OF INTERLOCAL FINANCING AGREEMENT
10069 00012 fc04ee21sy
Exhibit B
CONTINUING DISCLOSURE CERTIFICATE
OF THE CITY OF KENT SPECIAL EVENTS CENTER PUBLIC FACILITIES
DISTRICT
This Continuing Disclosure Certificate (this “Certificate”) is executed and delivered by
the City of Kent Special Events Center Public Facilities District (the “District”), in connection
with the issuance of the City of Kent, Washington (the “City”), Limited Tax General Obligation
Refunding Bonds, 2016 issued pursuant to Ordinance No. ____ of the City Council (the
“Council”), adopted on April ___, 2016 (the “Bond Ordinance”), a portion of which will be
allocated to and issued for the purpose of providing funds to be used by the District and the City
to refund, defease, pay and redeem all of the District’s outstanding Special Events Center Sales
Tax Bonds, 2008 and to pay related costs of issuance and the administrative costs of the
refunding (the portion of the City’s bonds allocated for such purpose is referred to herein as the
“Bonds”). Pursuant to the Bond Ordinance, the District hereby covenants and agrees as follows:
Section 1. Purpose of this Certificate. This Certificate is being executed and
delivered by the District for the benefit of the holders and beneficial owners of the Bonds and in
order to assist the Participating Underwriter in complying with the Rule (each as defined below).
Section 2. Definitions. In addition to the definitions set forth in the Bond Ordinance
or in the Official Statement relating to the Bonds dated ________________, 2016 (the “Official
Statement”), which apply to any capitalized term used in this Certificate unless otherwise defined
herein, the following capitalized terms shall have the following meanings:
Fiscal Year means the fiscal year of the District, currently the twelve-month period
ending on each December 31, as such fiscal year may be changed from time to time.
MSRB means the Municipal Securities Rulemaking Board or any successors to its
functions.
Participating Underwriter means the original underwriters of the Bonds required to
comply with the Rule in connection with offering the Bonds.
Rule means the SEC’s Rule 15c2-12 under the Securities Exchange Act of 1934, as the
same may be amended from time to time.
SEC means the Securities and Exchange Commission.
Section 3. Provision of Annual Information. The District 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 2016 for the Fiscal Year ended December 31, 2015):
(i) annual financial statements prepared in accordance with the accounting standards
prescribed by the Washington State Auditor pursuant to RCW 43.09.200 (or any successor
10069 00012 fc04ee21sy
statutes), which statements will not be audited, except that if and when audited financial
statements are otherwise prepared and available to the District they will be provided;
(ii) Sales Tax collections; and
(iii) Outstanding general obligation debt of the District.
Items (ii) and (iii) are required only to the extent that such information is not included in
the annual financial statement.
The annual information and operating data described above will be provided on or before
the end of nine months (September 30) after the end of the District’s Fiscal Year. The District’s
current Fiscal Year ends on December 31. The District may adjust its Fiscal Year by providing
written notice to the MSRB. In lieu of providing such annual financial information and
operating data, the District may make specific cross-reference to other documents available to
the public on the MSRB’s internet web site or filed with the SEC.
The District agrees to provide or cause to be provided to the MSRB, notice of its failure
to provide the annual financial information and operating data described above on or prior to the
date set forth above.
If not provided as part of the annual financial information discussed above, the District
will provide to the MSRB the District’s audited annual financial statement prepared in
accordance with BARS when and if available.
Section 4. Format for Filings with the MSRB. Until otherwise designated by the
MSRB or the SEC, any information or notices submitted to the MSRB in compliance with the
Rule are to be submitted through the MSRB’s Electronic Municipal Market Access system,
currently located at www.emma.msrb.org. 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.
Section 5. Dissemination Agent. The District may, from time to time, appoint or
engage the City or a dissemination agent to assist it in carrying out its obligations under this
Certificate, and may discharge the City or any such dissemination agent, with or without
appointing a successor dissemination agent.
Section 6. Amendment of Undertaking. This undertaking is subject to amendment
after the primary offering of the Bonds without the consent of any holder of any Bond, or of any
broker, dealer, municipal securities dealer, Participating Underwriter, rating agency or the
MSRB, under the circumstances and in the manner permitted by the Rule.
The District will give notice to the MSRB of the substance (or provide a copy) of any
amendment to this undertaking and a brief statement of the reasons for the amendment. If the
amendment changes the type of annual financial information to be provided, the annual financial
information containing the amended financial information will include a narrative explanation of
the effect of that change on the type of information to be provided.
10069 00012 fc04ee21sy
Section 7. Termination/Modification. The District’s obligations to provide annual
financial information will terminate upon the repayment, legal defeasance or redemption of all of
the Bonds. In addition, the District’s obligations hereunder will terminate if those provisions of
the Rule which require the District to comply with this undertaking become legally inapplicable
in respect of the Bonds for any reason, as confirmed by an opinion of nationally recognized bond
counsel or other counsel familiar with federal securities laws delivered to the District, and the
District provides timely notice of such termination to the MSRB.
Section 8. Default. If the District or any other obligated person fails to comply with
this undertaking, the District agrees to proceed with due diligence to cause such noncompliance
to be corrected as soon as practicable after the District learns of that failure. No failure by the
District or other obligated person to comply with this undertaking will constitute a default in
respect of the Bonds. The sole remedy of any holder of a Bond will be to take such actions as
that holder deems necessary, including seeking an order of specific performance from an
appropriate court, to compel the District or other obligated person to comply with this
undertaking.
Section 9. Compliance with Prior Undertakings. Except as otherwise disclosed in the
Official Statement, the District is not and has not been in default in the performance of its
obligations of any prior undertaking for ongoing disclosure with respect to its obligations.
DATED this _____ day of ____________, 2016.
CITY OF KENT SPECIAL EVENTS
CENTER PUBLIC FACILITIES
DISTRICT
Chair and Board Member
This page intentionally left blank.
10069 00012 fb246p08c8
INTERLOCAL FINANCING AGREEMENT
between
CITY OF KENT, WASHINGTON
and
THE CITY OF KENT SPECIAL EVENTS CENTER PUBLIC FACILITIES DISTRICT
2
INTERLOCAL FINANCING AGREEMENT
THIS INTERLOCAL FINANCING AGREEMENT (this “Agreement”) dated
________________ 2016, entered into by and between the CITY OF KENT, a municipal
corporation of the State of Washington (the “City”), and THE CITY OF KENT SPECIAL
EVENTS CENTER PUBLIC FACILITIES DISTRICT, a municipal corporation of the State of
Washington (the “District”);
WITNESSETH:
WHEREAS, the City is authorized by chapter 67.28 RCW to acquire and operate
“tourism-related facilities;” and
WHEREAS, the District is authorized by chapter 35.57 RCW to acquire, construct, own,
remodel, maintain, equip, repair, finance, and operate one or more “regional centers” as defined
in RCW 35.57.020, including related parking facilities, serving a regional population; and
WHEREAS, the City and the District previously entered into an Interlocal Agreement for
Development of Special Events Center dated September 14, 2007, as amended (the “Interlocal
Agreement”), in connection with the design, development, construction, ownership, and
operation of a regional center comprised of a multi-purpose arena for hockey and other public
uses, together with related parking facilities, as such facilities may be expanded from time to
time, located in the City and constituting a “regional center” within the meaning of chapter 35.57
RCW, as it may be amended from time to time (as further defined herein, the “Special Events
Center”); and
WHEREAS, under the Interlocal Agreement, the District agreed to promptly pay, or
cause to be paid, all funds collected by or on behalf of the District from revenues of a sales and
use tax imposed by the District pursuant to Resolution No. 2007-1 adopted by the Board of
Directors of the District (the “Board”) on September 14, 2007, as amended, and authorized by
RCW 35.57040(1)(d) and RCW 82.14.390 (the “Sales Tax”), and other funds pledged therefor,
to the City as intergovernmental project payments for the purposes set forth in the Interlocal
Agreement, which may include paying debt service on bonds issued by the City to pay costs of
the design and construction of the Special Events Center; and
WHEREAS, construction of the Special Events Center was financed, in part, with
proceeds of the District’s Special Events Center Sales Tax Bonds, 2008 (the “Sales Tax Bonds”)
issued on February 29, 2008, pursuant to Resolution No. 2008-2 adopted by the Board on
February 20, 2008 (the “Sales Tax Bond Resolution”); and
WHEREAS, the principal of and interest on the Sales Tax Bonds are payable from
revenues of the Sales Tax (“Sales Tax Revenue”), Special Events Center Revenues (as defined
herein), and amounts loaned to the District by the City under the terms of the Contingent Loan
and Support Agreement dated February 20, 2008, between the City and the District (the
“Contingent Loan Agreement”); and
WHEREAS, pursuant to the terms of the Contingent Loan Agreement, the City has
loaned the District funds to pay the majority of the debt service due on the Sales Tax Bonds and
3
the Revenue Bonds (as defined herein) for years 2009 through 2015, inclusive, and the City
expects that it will continue to be required to make loans to the District to pay some portion of
the debt service due on the Sales Tax Bonds and the Revenue Bonds in the future; and
WHEREAS, pursuant to an ordinance adopted by the City Council on April 19, 2016 (the
“2016 Bond Ordinance”), the City has determined to issue its Limited Tax General Obligation
Refunding Bonds, 2016 (the “2016 Bonds”) and to loan a portion of the proceeds thereof to the
District for the purpose of providing funds to be used by the District and the City to refund,
defease, pay and redeem all of the District’s outstanding Sales Tax Bonds on their first optional
redemption date of June 1, 2018, in order to realize a savings in interest costs that otherwise
would be incurred with respect to the Sales Tax Bonds, and to pay related costs of issuance of
that portion of the bonds and the administrative costs of the refunding (the portion of the 2016
Bonds allocated for such purpose is referred to herein as the “2016 Sales Tax Refunding
Bonds”); and
WHEREAS, debt service on the 2016 Sales Tax Refunding Bonds will be payable by the
City from Sales Tax Revenue and Special Events Center Revenues, and to the extent required,
City Advances pursuant to the terms of this Agreement; and
WHEREAS, the City and the District now desire to enter into this Agreement to
memorialize the obligation of the District, as evidenced by the District Bond (defined below), to
pay Sales Tax Revenue and Special Events Center Revenues to the City for the purposes of
enabling the City to pay debt service on the 2016 Sales Tax Refunding Bonds, and for the
District’s repayment to the City of City Contingent Loan Payments made by the City to the
District pursuant to the Contingent Loan Agreement and any City Advances by the City to the
District pursuant to this Agreement, and the pledge of Sales Tax Revenue and Special Events
Center Revenues for such purposes; and
WHEREAS, for purposes of RCW 35.57.020(4) and RCW 82.14.390(4), the District’s
obligation to pay the amounts due under this Agreement will be evidenced by a bond issued by
the District in favor of the City (as further defined herein, the “District Bond”);
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained; the
parties agree as follows.
Section 1. Definitions. Unless the context clearly requires otherwise, capitalized
terms used in this Agreement have the meanings given such terms in the recitals hereof and in
the 2016 Bond Ordinance. The following terms shall have the following meanings:
“Additional Revenue Bonds” shall have the meaning set forth in the Contingent Loan
Agreement.
“City” means the City of Kent, Washington.
“City Advance” has the meaning set forth in Section 4(c) of this Agreement.
“City Contingent Loan Payments” means any loan payments made by the City to the
District for Required Debt Service pursuant to the Contingent Loan Agreement that are derived
4
from City funds other than Special Events Center Revenues.
“City Special Events Center Payments” means all payments required to be made by the
City to the District for the First through Fourth purposes listed in Section 4.2 of the Contingent
Loan Agreement and Section 6(b) of this Agreement that are derived from and represent Special
Events Center Revenues.
“Contingent Loan Agreement” means the Contingent Loan and Support Agreement
Regarding Financing for the Kent Special Events Center between the City and the District dated
February 20, 2008, as it may be amended from time to time.
“District” means the City of Kent Special Events Center Public Facilities District,
established by the City under chapter 35.57 RCW.
“District Bond” means the bond issued by the District solely for purposes of
RCW 35.57.020(4) and RCW 82.14.390(4).to evidence its payment obligations to the City under
the terms of this Agreement (a) to pay debt service on the 2016 Sales Tax Refunding Bonds as
the same shall come due on their scheduled maturity dates, mandatory installment redemption
dates or redemption dates, (b) to repay City Contingent Loan Payments, and (c) to repay any City
Advances to the District under this Agreement, consistent with Section 6 of this Agreement
“Interlocal Agreement” means the Interlocal Agreement for Development of the Special
Events Center between the District and the City, dated September 14, 2007, as it may be
amended from time to time.
“License Agreement” means the License Agreement dated August 7, 2007 between the
City and the Team, as it may be amended from time to time.
“Operation and Maintenance Expenses” means all reasonable expenses incurred in
causing the Special Events Center to be operated and maintained in good repair, working order
and condition, including without limitation: management fees or other payments to third parties
payable in respect of the operation of the Special Events Center; personnel costs; the cost of
ordinary maintenance and repair; utilities; supplies; food and beverage service and supply costs;
equipment purchase and lease payments; administrative expenses, including administrative
expenses of the District; the costs of advertising, marketing and business promotion; deposits,
premiums, assessments or other payments for insurance; and taxes and assessments; all as
determined in accordance with generally accepted accounting principles applicable to the City
and its operations. The term “Operation and Maintenance Expenses” does not include any
depreciation of or capital expenditure for the Special Events Center.
“Required Debt Service” means, for any calendar year, with respect to the Revenue
Bonds, any Additional Revenue Bonds, and the Sales Tax Bonds, the amount required to make
scheduled payment of principal of (including mandatory redemption payments with respect to
Term Bonds) and interest on such bonds in that calendar year.
“Revenue Bond Debt Service Fund” has the meaning set forth in the Contingent Loan
Agreement.
5
“Revenue Bond Insurance Policy” has the meaning set forth in the Contingent Loan
Agreement.
“Revenue Bond Insurer” has the meaning set forth in the Contingent Loan Agreement.
“Revenue Bonds” mean the District’s Special Events Center Revenue Bonds, 2008
(Taxable), issued in the original principal amount of $10,130,000 pursuant to Resolution
No. 2008-3 adopted by the Board on February 20, 2008 and maturing on December 1, 2020.
“Sales Tax” means the sales and use taxes imposed by the District pursuant to Resolution
No. 2007-1 adopted by the Board on September 14, 2007 and authorized by
RCW 35.57.040(1)(d) and RCW 82.14.390 at the rate of 0.037% of the selling price (in the case
of a sales tax) or the value of the article used (in the case of a use tax).
“Sales Tax Bond Resolution” means Resolution No. 2008-2 adopted by the Board on
February 20, 2008 authorizing the issuance of the Sales Tax Bonds.
“Sales Tax Bonds” mean the District’s Special Events Center Sales Tax Bonds, 2008,
issued on December 20, 2007 pursuant to the Sales Tax Bond Resolution.
“Sales Tax Revenue” means all the money received by the District from the Washington
State Department of Revenue on account of the Sales Tax imposed by and collected for the
District.
“Special Events Center” means the land, real property improvements, buildings, facilities,
fixtures, equipment, support facilities and related parking facilities comprising a special events
center of approximately 153,000 square feet, including an ice arena, as such facilities may be
expanded from time to time, located in the City and constituting a “regional center” within the
meaning of chapter 35.57 RCW, as it may be amended from time to time.
“Special Events Center Revenues” means all revenue, earnings and money received by
the City from or on account of the operation and/or ownership of the Special Events Center,
including but not limited to license fees received by the Team pursuant to the License
Agreement, facility fees, concession revenues, advertising revenues, suite license revenues, club
seat revenues, parking revenues and naming rights revenues.
“State” means the State of Washington.
“Team” means Thunderbird Hockey Enterprises, LLC, or its successor.
“2016 Bond Ordinance” means Ordinance No. __________ passed by the City Council
on April 19, 2016 authorizing the issuance of the 2016 Bonds.
“2016 Bonds” means the City’s Limited Tax General Obligation Refunding Bonds, 2016
issued in the aggregate principal amount of $____________ pursuant to the 2016 Bond
Ordinance.
“2016 Sales Tax Refunding Bonds” means the portion of the 2016 Bonds allocated to and
6
issued for the purpose of refunding, defeasing, paying and redeeming the Sales Tax Bonds and
paying costs of issuance and the administrative costs of the refunding, and any bonds issued to
refund and/or defease the allocable portion of such 2016 Bonds.
Section 2. Joint Development of the Special Events Center. The City and the District
have developed and will operate the Special Events Center in accordance with this Agreement
and the Interlocal Agreement, as both a “tourism related facility” within the meaning of
RCW 67.28.080(7) and a “regional center” within the meaning of RCW 35.57.020. The Special
Events Center is intended to serve the City, the District and their residents, as well as serving a
broader population in the region and the State.
Section 3. Special Events Center Operations. Pursuant to the Interlocal Agreement,
the Contingent Loan Agreement and this Agreement, the City shall directly or through third
parties, manage and operate the Special Events Center and make all decisions relative to the
management and operation of the Special Events Center. The City shall own and operate the
Special Events Center for and on behalf of the District and the City. The District’s interest in the
Special Events Center shall terminate and revert to the City upon the retirement, redemption or
defeasance of all bonds issued to finance or refinance the Special Events Center, the final
distribution to the District of Sales Tax Revenue, the termination of the District’s obligation to
make project payments to the City, or when mutually agreed between the District and the City
consistent with applicable law. The District’s ownership interests in the Special Events Center
also shall be transferred to the City if the District ceases to exist; provided that any District
obligations with respect to the Special Events Center shall have been retired or fully provided
for, or, if not, that the City shall assume all remaining obligations of the District. The City, on
behalf of the District and itself, will: (a) be the agency with the primary responsibility for the
operation of the Special Events Center as both a “tourism-related facility” within the meaning of
RCW 67.28.080(7) and a “regional center” within the meaning of RCW 35.57.020; (b) refinance,
operate and maintain the Special Events Center; and (c) otherwise administer the operation of the
Special Events Center for the benefit of itself and the Special Events Center and in cooperation
with the District.
Section 4. Repayment of 2016 Sales Tax Refunding Bonds, Loans and Advances.
(a) Loans to the District pursuant to the Contingent Loan Agreement. Pursuant to
Section 3 of the Contingent Loan Agreement, in the event that the District has been or is unable
to timely provide for Required Debt Service, the City agreed to lend the District the amount
necessary to make such timely payment (“City Contingent Loan Payments”). The District agreed
to borrow the amounts described therein from the City pursuant to the Contingent Loan
Agreement and to apply those amounts immediately for the purpose of paying Required Debt
Service. As of the date of this Agreement, the City has made City Contingent Loan Payments to
the District in the amount of $____________ to pay Required Debt Service.
The District shall repay to the City the principal amount or amounts of City Contingent
Loan Payments made to the District made pursuant to Section 3 of the Contingent Loan
Agreement as revenues for that purpose become available consistent with Section 6 below, and
the outstanding principal amount of any such City Contingent Loan Payments shall bear interest
at a rate set by the City’s Finance Director on the date a loan is made, based on the then-current
7
yield of the City’s pooled investments. The rate of interest on the outstanding principal amount
of any City Contingent Loan Payments shall be revised each year during the City’s budget
process based on the then-current yield of the City’s pooled investments, and effective on the
same date that the City’s interfund loan interest rate is adjusted for all City interfund loans.
(b) 2016 Sales Tax Refunding Bonds. The City hereby agrees to lend the District the
principal sum of $____________, derived solely from the proceeds of the 2016 Sales Tax
Refunding Bonds, and the District hereby borrows said sum from the City pursuant to this
Agreement for the purpose of refunding, defeasing, paying and redeeming the Sales Tax Bonds
on June 1, 2018, the earliest optional redemption date for the Sales Tax Bonds, and paying costs
of issuance of the 2016 Sales Tax Refunding Bonds and the administrative costs of the
refunding. Pursuant to the Interlocal Agreement and this Agreement, the District agrees, in
satisfaction of the District Bond, to remit all Sales Tax Revenue and City Special Events Center
Payments which are received by and available to the District to the City for the purpose of
enabling the City to pay the principal of and interest on the 2016 Sales Tax Refunding Bonds as
the same shall come due on their scheduled maturity dates or earlier mandatory installment
redemption dates, in accordance with the terms of the 2016 Bond Ordinance, consistent with
Section 6 below.
(c) City Advances. If Sales Tax Revenue and City Special Events Center Payments
collected by or on behalf of the District and allocated consistent with Section 6 below are at any
time insufficient to provide for the payment of principal of and interest on the 2016 Sales Tax
Refunding Bonds, the City shall provide for that deficiency from other available City revenues (a
“City Advance”), and the amount of the City Advance shall be deemed an additional loan by the
City to the District. The District shall repay any City Advances from available Sales Tax
Revenue and City Special Events Center Payments, consistent with Section 6 below. The
outstanding principal amount of any City Advance shall bear interest at the same rate that applies
to City Contingent Loan Payments made pursuant to the Contingent Loan Agreement as
described in Section 4(a) above.
Section 5. District Payments; Issuance of District Bond. The District agrees to pay,
or cause to be paid, all Sales Tax Revenue and City Special Events Center Payments that are
received by and available to the District to the City for application by the City (a) to pay debt
service on the 2016 Sales Tax Refunding Bonds as the same shall come due on their scheduled
maturity dates, mandatory installment redemption dates or redemption dates, (b) to repay City
Contingent Loan Payments, and (c) to repay City Advances to the District under this Agreement,
consistent with Section 6 below.
The obligation of the District to make the payments to the City solely from the sources
identified herein and to perform and observe the other obligations on its part contained herein
shall be absolute and unconditional and shall not be subject to diminution by setoff,
counterclaim, abatement or otherwise.
Solely purposes of RCW 35.57.020(4) and RCW 82.14.390(4), the District’s payment
obligations to the City under this Agreement shall be evidenced by a bond (the “District Bond”).
The District Bond shall be payable from and secured solely by Sales Tax Revenue and Special
Events Center Revenues received by and available to be used by or on behalf of the District for
8
that purpose under this Agreement. Any failure or inability of the District to meet its payment
obligations to the City under this Agreement with respect to the 2016 Sales Tax Refunding
Bonds as a result of any deficiency in receipts of Sales Tax Revenue and/or Special Events
Center Revenues required for that purpose shall not constitute a default by the District under the
District Bond or this Agreement, provided that the amount of principal of and interest of any
such deficiency shall be deemed to be a City Advance in a principal amount equal to the total
amount of the deficiency, bearing interest as set forth in Section 4(c), above, and to be repaid to
the City from the sources and in the priority as provided by Section 6(a) and Section 6(b) of this
Agreement.
The District Bond shall be nontransferable. The District Bond shall be executed and
delivered by the District to the City, at a price of par, upon the effective date of this Agreement.
The District Bond shall be payable in the amounts and on the dates as described in the payment
schedules attached to the District Bond, which may be modified, added to, or replaced from time
to time to reflect any payments made by the District to the City under this Agreement, or to
include any additional City Advance. In no event, however, shall the principal amount of the
District Bond cause the District to exceed its debt capacity for nonvoter-approved general
obligation indebtedness as specified by RCW 35.57.030(1).
The District shall inform the City immediately if the District fails to make any such
deposit in full, and the District shall also inform the City at any time that the District determines
that there is a reasonable possibility that the District may not be able to timely and fully provide
for a debt service payment on such obligations when due.
Section 6. Priority of Payment from District Revenues (“Flow of Funds”).
(a) Sales Tax Revenue. Consistent with the Contingent Loan Agreement and the
Interlocal Agreement, all Sales Tax Revenue shall be transferred to and deposited into the Sales
Tax Revenue Fund when and as received by the District or by the Finance Director of the City,
as ex officio Treasurer of the District. Sales Tax Revenue deposited into the Sales Tax Revenue
Fund shall be allocated and applied in the priority set forth below, and the following “flow of
funds” for those revenues shall supplement and supersede the provisions of Section 4.1 of the
Contingent Loan Agreement to the extent of any inconsistency:
First, payment of principal of and interest on the 2016 Sales Tax Refunding Bonds;
Second, repayment of principal of and interest on City Contingent Loan Payments due
under the Contingent Loan Agreement and Section 4(a) of this Agreement;
Third, repayment of principal of and interest on any City Advances under Section 4(c) of
this Agreement; and
Fourth, to provide for costs of and reserves for long-term capital repairs, renewals and
replacements of the Special Events Center, and for other lawful purposes, in no particular order
of preference and all as determined by the City in consultation with the District.
(b) Special Events Center Revenues. Consistent with the Contingent Loan Agreement
and the Interlocal Agreement, the City for itself and on behalf of the District shall collect Special
9
Events Center Revenues and shall transfer City Special Events Center Payments to the District
for deposit into the District Revenue Fund. Special Events Center Revenues deposited into the
District Revenue Fund shall be allocated and applied in the priority set forth below, and the
following “flow of funds” for those revenues shall supplement and supersede the provisions of
Section 4.2 of the Contingent Loan Agreement to the extent of any inconsistency:
First, to make the required deposits to the Revenue Bond Debt Service Fund for the
payment of interest due on the Revenue Bonds and any Additional Revenue Bonds;
Second, to make the required deposits into the Revenue Bond Debt Service Fund for the
payment of principal of the Revenue Bonds and any Additional Revenue Bonds at maturity or
upon mandatory sinking fund redemption prior to scheduled maturity;
Third, to reimburse any Revenue Bond Insurer for any payments made under any
Revenue Bond Insurance Policy and other amounts due and owing to any Revenue Bond Insurer
in respect of the Revenue Bonds and any Additional Revenue Bonds;
Fourth, to repay principal of and interest on any City Contingent Loan Payments made
by the City to the District as provided in Section 3.3 of the Contingent Loan Agreement and
Section 4(a) of this Agreement, and, after taking into account Sales Tax Revenue available to the
District for the payment of principal of and interest on the 2016 Sales Tax Refunding Bonds, to
pay principal of and interest on the 2016 Sales Tax Refunding Bonds; and
Fifth, to provide for costs of and reserves for long-term capital repairs, renewals and
replacement of the Special Events Center, and for other lawful purposes, in no particular order of
preference and all as determined by the City in consultation with the District.
The District and the City shall exercise due regard for the anticipated financial
requirements to be satisfied as priorities First through Fourth of this Section 6(b) in each
calendar year prior to authorizing or making any disbursement of money in the Special Events
Center Revenue Fund for the purposes identified as priority Fifth.
Any amounts received by the City or the District as governmental grants or private
contributions for the Special Events Center shall be deposited in a special capital account in the
Public Facilities District Special Events Center Revenue Fund and be used for the construction,
renewal and replacement of facilities comprising the Special Events Center, unless another use is
required by the terms of any such governmental grant or private contribution.
Section 7. Pledge of Funds. The full faith and credit of the District is hereby pledged
for payment of the District’s obligations under this Agreement, as evidenced by the District
Bond, specifically including the District’s obligation to pay Sales Tax Revenue and City Special
Events Center Payments to the City for application by the City (a) to pay debt service on the
2016 Sales Tax Refunding Bonds, (b) to repay City Contingent Loan Payments, and (c) to repay
any City Advances. Sales Tax Revenue and City Special Events Center Payments are hereby
pledged to the City and for the equal and ratable benefit of the owners from time to time of the
2016 Sales Tax Refunding Bonds, for payment of the principal of and interest on the 2016 Sales
Tax Refunding Bonds, and to the City for payment of principal of and interest on City
10
Contingent Loan Payments and any City Advances to the District under the Agreement, subject
to the priorities set forth in Section 6 hereof.
The District’s obligation to impose the sales tax under RCW 82.14.390 and to distribute
Sales Tax Revenue and City Special Events Center Payments under this Agreement and the
District Bond shall be absolute and unconditional, and shall not be subject to diminution by
setoff, counterclaim, abatement or otherwise. Except to the extent that the District’s legal
authority to impose and collect the Sales Tax expires pursuant to RCW 82.14.390, as amended,
or any applicable successor statute, the District’s obligations under this Agreement shall continue
in effect and shall survive until the full repayment, defeasance, or early redemption of (a) the
2016 Sales Tax Refunding Bonds, (b) City Contingent Loan Payments, and (c) any City
Advances, together with any costs owed to the City hereunder.
Section 8. Remittance of Sales Tax Revenue. The District shall remit, or enter into an
agreement with the State Department of Revenue to directly remit, all Sales Tax Revenue to the
City when received for deposit into the Sales Tax Revenue Fund to be used in the order of
priority as set forth in Section 6.
Section 9. District Acknowledgments. The District acknowledges and agrees that its
pledge of Sales Tax Revenue and City Special Events Center Payments pursuant to the terms of
this Agreement to the City for the payment of the 2016 Sales Tax Refunding Bonds will be
material to the offer and sale of the 2016 Sales Tax Refunding Bonds, and will be disclosed to
potential purchasers and purchasers of the 2016 Sales Tax Refunding Bonds. The City and the
District consider this Agreement to be a binding contract and acknowledge that 2016 Sales Tax
Refunding Bond owners and financial institutions providing credit support for the 2016 Sales
Tax Refunding Bonds, if any, will rely on the terms of this Agreement, including the
commitment by the District to remit Sales Tax Revenue and City Special Events Center
Payments to the City as set forth in Section 6.
Section 10. Imposition of Sales Tax. The District hereby irrevocably covenants, for as
long as any of the 2016 Sales Tax Refunding Bonds are outstanding or any amounts remain due
and owing to the City hereunder and under the District Bond, including City Contingent Loan
Payments or any City Advances, that each year it will continue to impose the sales tax at the rate
of not less than 0.037 percent of the selling price (in the case of a sales tax) or value of the article
used (in the case of a use tax) and apply Sales Tax Revenue as provided in this Agreement;
provided however, this covenant shall not extend beyond the maximum period of time the Sales
Tax may be imposed under RCW 82.14.390; provided further, this covenant shall automatically
be extended to reflect any amendments to such statute to extend the maximum period of time
such tax may be imposed.
Section 11. City Event Center Payments; Operation of the Special Events Center.
(a) City Events Center Payments. For so long as any Revenue Bonds, Additional
Revenue Bonds, 2016 Sales Tax Refunding Bonds, City Contingent Loan Payments, or City
Advances remain outstanding, the City for itself and on behalf of the District shall collect Special
Events Center Revenues and shall transfer City Special Events Center Payments to the District
for deposit into the District Revenue Fund sufficient to pay the First through Fourth purposes
11
listed in Section 6 of this Agreement. The City Special Events Center Payments shall have
priority over other uses of Special Events Center Revenues, including but not limited to for the
payment of Operation and Maintenance Expenses.
(b) Operation and Maintenance of Special Events Center. For so long as any
Revenue Bonds, Additional Revenue Bonds, 2016 Sales Tax Refunding Bonds, City Contingent
Loan Payments, or City Advances are outstanding, the City, for itself and on behalf of the
District, shall take all actions necessary to: (i) operate or cause the Special Events Center to be
operated properly as a “regional center” (as that term is defined in RCW 35.57) and a “tourism-
related facility” (as that term is defined in chapter 67.28 RCW) in a sound and economical
manner consistent with commercially reasonable industry practices and standards for facilities
similar to the Special Events Center and in accordance with the License Agreement, (ii) maintain
or cause the Special Events Center to be maintained in compliance with all applicable legal
requirements and promptly remedy (or contest in good faith) any violations thereof, and (iii)
maintain, preserve and keep the Special Events Center, or cause the Special Events Center to be
maintained, preserved and kept, with the appurtenances and every part and parcel thereof, in
lawful order and in good repair, working order and condition, from time to time to make or,
cause to be made, all necessary and proper repairs, replacements and renewals so that at all times
the operation thereof may be properly and advantageously conducted, and not commit or suffer
any unreasonable waste with respect thereto.
(c) Payment of Operation and Maintenance Expenses. The City shall pay or cause to
be paid all Operation and Maintenance Expenses from Special Events Center Revenues and other
City money legally available therefor.
(d) District Not Responsible for Operation and Maintenance of the Special Events
Center. It is understood that the District shall have no responsibility for the operation or
maintenance of the Special Events Center or for the acts of the City, its employees, agent, users
of the Special Events Center or its or their officers, directors, managers, members or
shareholders, or any party acting by, through or on behalf of any such parties. The District shall
not be responsible for payment of Operation and Maintenance Expenses. As of the date of this
agreement and at any time that Revenue Bonds are insured by the Revenue Bond Insurer, the
District does not and shall not conduct any management operations or own any property.
(e) Fees, Rates and Charges for Use of Special Events Center. Subject to the terms of
the License Agreement, the City for itself and on behalf of the District shall cause fees, rates and
charges to be fixed, maintained and collected for the use of the services and facilities and all
commodities sold, furnished or supplied by or through the Special Events Center, which fees,
rates and charges shall be adjusted from time to time as necessary, so that (i) such fees, rates and
charges will be at optimal levels to produce total Special Events Center Revenues that will at all
times be at least sufficient to enable the City to make City Special Events Center Payments to the
District in the amounts required, together with Sales Tax Revenue, for the District to meet
Required Debt Service, as and when the same shall become due and payable, and to make all
other payments which the District is required to make pursuant to the bond resolution authorizing
the issuance of the Revenue Bonds, to make any payments required to be made on account of the
Revenue Bonds as and when the same shall become due and payable, and to make any payments
required to be made on account of the 2016 Sales Tax Refunding Bonds and under this
Agreement as and when the same shall become due and payable.
12
(f) Insurance. The City shall acquire and maintain insurance in form and amounts
consistent with the coverage of comparable special events center facilities and undertakings
related to said facilities as contemplated by the Interlocal Agreement and shall name the District
as an additional named insured for at least so long as any Revenue Bonds, Additional Revenue
Bonds, 2016 Sales Tax Refunding Bonds, City Contingent Loan Payments, or City Advances
remain outstanding. Such insurance may, without limitation, including self-insurance and/or pool
insurance.
(g) Sale, Transfer or Disposition of the Special Events Center. Neither the City nor
the District will sell, transfer or otherwise dispose of (each such sale, transfer or other disposition
a “transfer”) any interest in the real or personal properties, facilities or other part of the Special
Events Center that are owned by it, except for a transfer by the City to the District, unless the
conditions of paragraph (1) are satisfied and the transfer is consistent with one or more of the
subparagraphs of paragraph (2), as follows:
(1) The transfer (other than a transfer to the District):
(A) is carried out in a bonafide, arm’s-length transaction,
(B) the City or the District, as applicable, receives from the transferee
consideration equal to the fair market value of the portion of the Special Events
Center transferred, for which purpose “fair market value” means the most
probable price that a property should bring in a competitive and open market
under all conditions requisite to a fair sale, the willing buyer and willing seller
each acting prudently and knowledgeably and
(C) the transfer is approved by ordinance of the City or by resolution
of the District, as applicable; and
(2) The City or the District in its discretion may carry out a transfer of
facilities or property owned by it that is consistent with one or more of the following:
(A) the facilities or property to be transferred are not material to the
operation of the Special Events Center, or shall have become unserviceable,
inadequate, obsolete or unfit to be used in the operation of the Special Events
Center or are no longer necessary, material or useful to the operation of the
Special Events Center; or
(B) the Special Events Center Revenues received from the operation of
those facilities or property to be transferred during the twelve full calendar
months before the transfer was less than 10% of total Special Events Center
Revenues received during that same period.
The proceeds of any transfer shall be used (i) to promptly redeem, or irrevocably set aside for the
redemption of, first, the Revenue Bonds, second, the 2016 Sales Tax Refunding Bonds, City
Contingent Loan Payments, and any City Advances, in the order determined by the City, and/or
(ii) to provide for all or part of the cost of capital improvements and/or additions to or
expansions of the Special Events Center and/or for other regional center or tourism-related
facilities authorized under chapters 35.57 and 67.28 RCW, as directed by the City.
13
Section 12. Covenants of the District.
(a) Dissolution. The District hereby covenants, for so long as any of the Revenue
Bonds or the 2016 Sales Tax Refunding Bonds are outstanding, or any amounts remain due and
owing to the City hereunder, including City Contingent Loan Payments and all City Advances,
that it will not voluntarily commence proceedings under Washington law to dissolve the District.
(b) Reporting Requirements. The District shall provide the City (at the notice address
set forth in this Agreement) with a quarterly report summarizing actual financial activity and
financial expectations for the following four quarters.
(c) Restriction on Issuance of Additional Debt. So long as the City is not in default of
its obligations under this Agreement, the District shall not (1) issue any bonds or other
obligations payable from the Sales Tax without the City’s prior written approval; or (2) borrow
money or incur any obligations, without the City’s prior written approval.
(d) Preservation of Tax Exemption for Interest on the 2016 Sales Tax Refunding
Bonds. The District hereby agrees that it will take all actions necessary to prevent interest on the
2016 Sales Tax Refunding Bonds from being included in gross income for federal tax purposes,
and it will neither take any action nor make or permit any use of the Special Events Center at any
time while the 2016 Sales Tax Refunding Bonds are outstanding which will cause interest on the
2016 Sales Tax Refunding Bonds to be included in gross income for federal income tax
purposes.
Section 13. Remedies of City on Default. Upon the occurrence of a default by the
District in its obligations hereunder, the City may proceed to protect and enforce its rights in
equity or at law, either in mandamus or for the specific performance of any covenant or
agreement contained herein, or for the enforcement of any other appropriate legal or equitable
remedy, as the City may deem most effectual to protect and enforce any of its rights or interests
hereunder.
Section 14. Remedies of District on Default. Upon the occurrence of a default by the
City in its obligations hereunder, the District may proceed to protect and enforce its rights in
equity or at law, either in mandamus or for the specific performance of any covenant or
agreement contained herein, or for the enforcement of any other appropriate legal or equitable
remedy, as the District may deem most effectual to protect and enforce any of its rights or
interests hereunder.
Section 15. No Remedy Exclusive. No remedy conferred upon or reserved to either
party by this Agreement is intended to be exclusive of any other available remedy or remedies,
but each and every such remedy shall be cumulative. Either party shall be free to pursue, at the
same time, each and every remedy, at law or in equity, which it may have under this Agreement,
or otherwise.
Section 16. No Implied Waiver. No delay or omission to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a
waiver thereof, but any such right and power may be exercised from time to time and as often as
14
may be deemed expedient. For the exercise of any remedy, it shall not be necessary to give any
notice, other than such notice as may be expressly required herein.
Section 17. Agreement to Pay Attorneys’ Fees and Expenses. If a default arises under
any of the provisions of this Agreement and either party hereto should employ attorneys or incur
other expenses for the collection of amounts due under this Agreement or the enforcement of
performance or observance of any obligation or agreement on the part of the other party
contained in this Agreement, on demand therefor, the nonprevailing party shall pay or reimburse
the prevailing party for the reasonable fees of such attorneys and such other expenses so
incurred.
Section 18. Continuing Disclosure.
(a) Annual Financial Information To Be Provided. To meet the conditions of
paragraph (b)(5) of United States Securities and Exchange Commission Rule 15c2-12 (the
“Rule”), as applicable to a participating underwriter for the 2016 Sales Tax Refunding Bonds,
the District shall undertake for the benefit of holders of the 2016 Sales Tax Refunding Bonds to
provide, or cause to be provided, annual financial information as provided in a continuing
disclosure certificate (“Continuing Disclosure Certificate”) executed by the District in
connection with the issuance of the 2016 Sales Tax Refunding Bonds.
(b) Agreement To Assist District’s Undertaking. The City agrees to submit copies of
the District’s annual financial information, as and when required of the District under the
Continuing Disclosure Certificate. The District hereby authorizes and directs the City to make
such filings on its behalf.
Section 19. Initial Disclosure. The District Agrees to assist the City in preparation of
information about or pertaining to the District for inclusion in a primary offering document to be
prepared in connection with the issuance and sale of the City’s 2016 Bonds.
Section 20. Interlocal Cooperation Act Provisions. The parties acknowledge that:
(i) they have entered into this Agreement pursuant to the express authority granted to them by
chapter 35.57 RCW and RCW 67.28.130; (ii) pursuant to RCW 39.34.100, the powers and
authority conferred by the Interlocal Cooperation Act (chapter 39.34 RCW) are supplemental to
powers or authority conferred by RCW 67.28.130 and chapter 35.57 RCW; and (iii) nothing
contained in the Interlocal Cooperation Act limits the power or authority of either party to
contract pursuant to RCW 67.28.130 and chapter 35.57 RCW. To avail themselves of the
supplemental powers and authority granted by the Interlocal Cooperation Act, the parties agree
that:
(a) No separate legal or administrative entity within the meaning of
RCW 39.34.030(3)(b) or “joint board” within the meaning of RCW 39.34.030(4)(a) is created by
this Agreement;
(b) The Mayor is appointed as the “administrator” within the meaning of
RCW 39.34.030(4)(a) responsible for administering the City’s rights and duties set forth in this
Agreement, and the District’s Chair is appointed as the “administrator” within the meaning of
15
RCW 39.34.030(4)(a) responsible for administering the District’s rights and duties set forth in
this Agreement;
(c) The City and the District will file or post this Agreement as required by
RCW 39.34.040.
Nothing set forth in this Agreement is intended to limit the rights and duties of the parties
relating to the Special Events Center that are established through other contracts between the
parties.
Section 21. Governing Law: Venue. This Agreement is governed by and shall be
construed in accordance with the substantive laws of the State of Washington and shall be
liberally construed so as to carry out the purposes hereof. Except as otherwise required by
applicable law, any action under this Agreement shall be brought in the Superior Court of the
State of Washington in and for King County.
Section 22. Notices. Except as otherwise provided herein, all notices, consents or
other communications required hereunder shall be in writing and shall be sufficiently given if
addressed and hand delivered or mailed by first-class mail, as follows:
To the City: City of Kent
220 Fourth Avenue South
Kent WA 98032
Attention : Finance Director
To the District City of Kent Special Events Center PFD
220 Fourth Avenue South
Kent WA 98032
Attention : Treasurer
The City or the District may, by notice given hereunder, designate any further or different
addresses to which subsequent notices, certificates, requests or other communications shall be
sent. Notices shall be deemed served upon deposit of such notices in the United States mail in the
manner provided above.
Section 23. Binding Effect. This Agreement shall inure to the benefit of and shall be
binding upon the City and the District and their successors. This Agreement may not be
assigned.
Section 24. Severability. In the event any provision of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate
or render unenforceable any other provision hereof.
Section 25. Amendments. This Agreement may be amended in writing by the City and
the District (or their successors in title).
16
Section 26. Third Party Rights. The terms of this Agreement are not intended to
establish nor to create any rights in any persons or entities other than the City, the District and
the respective successors and assigns of each.
Section 27. Time of Essence. Time and all terms and conditions shall be of the essence
in this Agreement.
Section 28. Effective Date of and Termination of Agreement. This Agreement shall
become effective on the date of issuance of the 2016 Sales Tax Refunding Bonds. This
Agreement shall terminate upon payment in full of all principal of and interest on the 2016 Sales
Tax Refunding Bonds, and any amounts due and owing to the City hereunder, including the City
Contingent Loan Payments and any City Advances.
Section 29. Disclaimers with Respect to Loans and the District. ORAL
AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY, EXTEND CREDIT, OR
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE
UNDER WASHINGTON LAW.
Section 30. Termination of Contingent Loan Agreement. Pursuant to Section 10.1 of
the Contingent Loan Agreement, the Contingent Loan Agreement shall terminate upon the
repayment or defeasance of all of the Sales Tax Bonds and the Revenue Bonds and the
repayment of any obligations owed by the District to the City under the Contingent Loan
Agreement, or to a credit enhancement provider.
Section 31. Effect on Existing Agreements; Contingent Loan Agreement to Remain
Outstanding. This Agreement supplements the Interlocal Agreement and the Contingent Loan
Agreement, and except as provided in Section 6 and Section 11, does not modify the parties’
respective obligations under the earlier agreements or under any other agreements between the
City and the District. Except as provided in Section 6 and Section 11, above, all such existing
agreements shall remain in full force and effect. Notwithstanding anything in this Agreement
to the contrary, nothing in this Agreement shall be construed to terminate, limit, or
otherwise impair the District’s right to receive from the City, and the City’s obligation to
pay to the District, City Special Events Center Payments and City Contingent Loan
Payments when and as required under the Contingent Loan Agreement so long as the
Revenue Bonds remain outstanding.
[signature page follows]
17
IN WITNESS WHEREOF, the City and the District have caused this Agreement to be
executed in their respective names by their duly authorized officers, and have caused this
Agreement to be dated as of the date set forth on the first page hereof.
CITY OF KENT, WASHINGTON
Mayor
THE CITY OF KENT SPECIAL EVENTS
CENTER PUBLIC FACILITIES DISTRICT
Chair and Board Member
ATTEST:
Finance Director
ATTEST:
Secretary and Board Member
Approved as to Form: Approved as to Form:
Effective Date of Agreement: ___________________________
A-1
10069 00012 fb246p08c8
ACKNOWLEDGMENTS
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this _____ day of _________________, 2016, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared
Suzette Cooke, to me known to be the Mayor of the CITY OF KENT, a municipal corporation of
the State of Washington that executed the within and foregoing instrument, and acknowledged
the said instrument to be the free and voluntary act and deed of said city, for the uses and
purposes therein mentioned, and on oath stated that she was authorized to execute the said
instrument.
WITNESS my hand and official seal hereto affixed the day and year in this certificate
above written.
NOTARY PUBLIC in and for the State of
Washington, residing at
Print Name:
My commission expires:
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this _____ day of _________________, 2016, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared
____________________, to me known to be the Chair of THE CITY OF KENT SPECIAL
EVENTS CENTER PUBLIC FACILITIES DISTRICT, a municipal corporation of the State of
Washington that executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said district, for the uses and purposes
therein mentioned, and on oath stated that he was authorized to execute the said instrument.
WITNESS my hand and official seal hereto affixed the day and year in this certificate
above written.
NOTARY PUBLIC in and for the State of
Washington, residing at
Print Name:
My commission expires
10069 00012 fb246r088p
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 $80,000,000 TO
REFUND CERTAIN OUTSTANDING LIMITED TAX GENERAL
OBLIGATION BONDS OF THE CITY, TO REFUND CERTAIN
OUTSTANDING SPECIAL EVENTS CENTER SALES TAX BONDS,
2008 OF THE CITY OF KENT SPECIAL EVENTS CENTER
PUBLIC FACILITIES DISTRICT, AND TO PAY COSTS OF
ISSUING THE BONDS; PROVIDING THE FORM AND TERMS OF
THE BONDS; DELEGATING THE AUTHORITY TO APPROVE THE
FINAL TERMS OF THE BONDS; AND APPROVING CERTAIN
MATTERS RELATED THERETO.
PASSED: April 19, 2016
PREPARED BY:
PACIFICA LAW GROUP LLP
Seattle, Washington
-i-
10069 00012 fb246r088p
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 .................................. 12
SECTION 3. - Registration, Exchange and Payments ....................................... 13
SECTION 4. - Redemption Prior to Maturity and Purchase
of Bonds ............................................................................................................. 19
SECTION 5. - Form of Bonds ...................................................................................... 24
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 ........................................................................................................... 30
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 .................................................. 41
SECTION 14. - Severability; Ratification ................................................................. 41
SECTION 15. - Corrections by City Clerk or Code Reviser ................................ 41
SECTION 16. - Effective Date of Ordinance ............................................................ 42
Exhibit A – Form of Bond
Exhibit B – Form of Interlocal Financing Agreement
* This Table of Contents is provided for convenience only and is not a part
of this ordinance.
-1-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
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 $80,000,000 TO
REFUND CERTAIN OUTSTANDING LIMITED TAX
GENERAL OBLIGATION BONDS OF THE CITY,
TO REFUND CERTAIN OUTSTANDING SPECIAL
EVENTS CENTER SALES TAX BONDS, 2008 OF
THE CITY OF KENT SPECIAL EVENTS CENTER
PUBLIC FACILITIES DISTRICT, AND TO PAY
COSTS OF ISSUING THE BONDS; PROVIDING
THE FORM AND TERMS OF THE BONDS;
DELEGATING THE AUTHORITY TO APPROVE THE
FINAL TERMS OF THE BONDS; AND APPROVING
CERTAIN MATTERS RELATED THERETO.
RECITALS
A. The City of Kent, Washington (the “City”) has outstanding its
Limited Tax General Obligation Bonds, 2008A, issued pursuant to
Ordinance No. 3889 passed by the City Council (the “Council”) on
August 19, 2008 (the “2008A Bond Ordinance”), which remain outstanding
in the aggregate principal amount of $19,265,000 (the “2008A Bonds”);
and
B. The 2008A Bond Ordinance provides that the City may call
the 2008A Bonds maturing on or after December 1, 2019 for redemption
-2-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
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
C. After due consideration it appears to the Council that all or a
portion of the 2008A Bonds maturing on or after December 1, 2019 (as
further defined herein, the “Refunded 2008A 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. Pursuant to chapter 35.57 of the Revised Code of Washington
(“RCW”) and Ordinance No. 3852 passed by the Council on August 7,
2007, the City created the City of Kent Special Events Center Public
Facilities District (the “District”) as a separate municipal corporation for
the purpose of acquiring, constructing, and maintaining a regional center
as defined in RCW 35.57.020; and
E. Pursuant to Resolution No. 2008-2 adopted by the Board of
Directors (the “Board”) of the District on February 20, 2008 (the “District
Bond Resolution”), the District issued its Special Events Center Sales Tax
Bonds, 2008 which currently remain outstanding in the aggregate principal
amount of $53,150,000 (the “Sales Tax Bonds”) to finance the acquisition
and construction of a multi-purpose arena for hockey and other public
uses, together with related parking facilities (the "Special Events Center");
and
F. The principal of and interest on the Sales Tax Bonds are
payable from revenues of a sales and use tax (the “Sales Tax”) imposed
by the District pursuant to Resolution No. 2007-1 adopted by the Board on
-3-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
September 14, 2007 and authorized by RCW 35.57.040(1)(d) and
RCW 82.14.390 (the “Sales Tax Revenue”), and other revenues of the
Special Events Center pledged therefor; and
G. The principal of and interest on the Sales Tax Bonds is also
payable from and secured by amounts received by the District under the
terms of the Contingent Loan and Support Agreement Regarding Financing
for Kent Special Events Center dated February 20, 2008 between the City
and the District (the “Contingent Loan Agreement”), pursuant to which the
City agreed to make loans to the District in the event that the District did
not have on deposit sufficient Sales Tax Revenue or other available
revenues of the Special Events Center to pay any scheduled payment of
principal of or interest on the Sales Tax Bonds; and
H. The obligation of the City under the Contingent Loan
Agreement to make loans to the District in the amounts and at the times
specified therein is an absolute and unconditional obligation of the City,
secured by the full faith, credit and resources of the City; and
I. The District Bond Resolution provides that the District may
call the Sales Tax Bonds for redemption on or after June 1, 2018, on any
date, at a price of par plus accrued interest, if any, to the date of
redemption; and
J. After due consideration it appears to the Council that all of
the outstanding Sales Tax Bonds (the “Refunded Sales Tax Bonds”) may
be defeased and refunded with proceeds of limited tax general obligation
refunding bonds issued by the City for debt service savings; and
-4-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
K. The Board has or will adopt a resolution authorizing the
defeasance and redemption of the Sales Tax Bonds with proceeds of
limited tax general obligation refunding bonds issued by the City; and
L. 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 $80,000,000 (the “Bonds”) to
redeem and defease the Refunded 2008A Bonds and the Refunded Sales
Tax Bonds and to pay costs of issuing the Bonds and administrative costs
of the refundings; and
M. 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
N. The City expects to receive a proposal from KeyBanc Capital
Markets Inc. (the “Underwriter”) and now desires to authorize the
acceptance of such proposal and the issuance and sale of 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 Agreement
-5-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
to effect the defeasance and refunding of the Refunded Bonds, but only to
the extent that the same are acquired at Fair Market Value.
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).
Board means the Board of Directors of the District.
Bond Counsel means Pacifica Law Group LLP or an attorney at law
or a firm of attorneys, selected by the City, of nationally recognized
standing in matters pertaining to the tax-exempt nature of interest on
bonds issued by states and their political subdivisions.
Bond Fund means the “City of Kent Limited Tax General Obligation
Bond Debt Service Fund.”
Bond Purchase Contract means the contract for the purchase of the
Bonds between the Underwriter and the City, executed pursuant to
Section 11.
Bond Register means the registration books showing the name,
address and tax identification number of each Registered Owner of the
Bonds, maintained pursuant to Section 149(a) of the Code.
Bond Registrar means, initially, the fiscal agent 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.
-6-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
Bonds mean the not to exceed $80,000,000 aggregate principal
amount of City of Kent, Washington, Limited Tax General Obligation
Refunding Bonds, 2016, authorized to be issued in one or more series
pursuant to this ordinance.
Call Date means the dates specified in the Escrow Deposit
Agreement 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 in effect on the
date of issuance of the Bonds or (except as otherwise referenced herein)
as it may be amended to apply to obligations issued on the date of
issuance of the Bonds, together with applicable proposed, temporary and
final regulations promulgated, and applicable official public guidance
published, under the Code.
Commission means the Securities and Exchange Commission.
Contingent Loan Agreement means the Contingent Loan and
Support Agreement Regarding Financing for the Kent Special Events
Center between the City and the District dated February 20, 2008, as it
may be amended from time to time.
Council or City Council means the legislative body of the City as
duly and regularly constituted from time to time.
-7-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
Designated Representative means the City Mayor, or his or her
designee. If the Mayor is absent or otherwise unavailable and has not
designated another representative, the Mayor Pro Tempore of the City, or
his or her designee, shall serve as the Designated Representative.
District means the City of Kent Special Events Center Public
Facilities District, established by the City under chapter 35.57 RCW.
District Bond Resolution means Resolution No. 2008-2 adopted by
the Board of the District on February 20, 2008 authorizing the issuance of
the Sales Tax Bonds.
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, the Escrow Agent, and the District (with respect to the
Refunded Sales Tax Bonds) to be dated as of the date of closing of a
series of Bonds.
Fair Market Value means the price at which a willing buyer would
purchase the investment from a willing seller in a bona fide, arm’s length
transaction (determined as of the date the contract to purchase or sell the
investment becomes binding) if the investment is traded on an established
securities market (within the meaning of Section 1273 of the Code) and,
otherwise, the term “Fair Market Value” means the acquisition price in a
-8-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
bona fide arm’s length transaction (as referenced above) if (i) the
investment is a certificate of deposit that is acquired in accordance with
applicable regulations under the Code, (ii) the investment is an agreement
with specifically negotiated withdrawal or reinvestment provisions and a
specifically negotiated interest rate (for example, a guaranteed investment
contract, a forward supply contract or other investment agreement) that is
acquired in accordance with applicable regulations under the Code, (iii) the
investment is a United States Treasury Security--State and Local
Government Series that is acquired in accordance with applicable
regulations of the United States Bureau of Public Debt, or (iv) any
commingled investment fund in which the City and related parties do not
own more than a 10% beneficial interest therein if the return paid by the
fund is without regard to the source of the investment. To the extent
required by the applicable regulations under the Code, the term
“investment” will include a hedge.
Federal Tax Certificate means the certificate executed by the
Finance Director setting forth the requirements of the Code for
maintaining the tax exemption of interest on the Bonds to be dated as of
the date of closing for a series of Bonds, and attachments thereto.
Finance Director means the Finance Director of the City or the
successor to such officer.
Financing Agreement means the Interlocal Financing Agreement
between the City and the District, substantially in the form attached
hereto in Exhibit B, as it may be amended from time to time.
-9-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
Government Obligations means those obligations now or hereafter
defined as such in chapter 39.53 RCW, as this chapter may be hereafter
amended or restated.
Letter of Representations means the Blanket Issuer Letter of
Representations from the City to DTC, as amended from time to time.
Mayor means the duly appointed and acting Mayor of the City or the
successor to the duties of that office.
MSRB means the Municipal Securities Rulemaking Board or any
successors to its functions.
Official Statement means the disclosure documents prepared and
delivered in connection with the issuance of the Bonds.
Refunded Bonds mean the Refunded 2008A Bonds and the
Refunded Sales Tax Bonds.
Refunded Sales Tax Bonds mean the outstanding Sales Tax Bonds
maturing on or after December 1, 2020 designated by the Designated
Representative for defeasance and/or refunding pursuant to Section 7 and
Section 11.
Refunded 2008A Bonds mean all or a portion of the 2008A Bonds
maturing on or after December 1, 2019, which are designated by the
Designated Representative for defeasance and/or refunding pursuant to
Section 7 and Section 11.
Refunding Account means the account by that name established
pursuant to Section 7.
-10-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
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.
Sales Tax means the sales and use taxes imposed by the District
pursuant to Resolution No. 2007-1 of the Board adopted on September 14,
2007 and authorized by RCW 35.57.040(1)(d) and RCW 82.14.390 at the
rate of 0.037% of the selling price (in the case of a sales tax) or the value
of the article used (in the case of a use tax).
Sales Tax Bonds mean the District’s Special Events Center Sales Tax
Bonds, 2008 issued pursuant to the District Bond Resolution as described
in the recitals of this ordinance.
Sales Tax Revenue means all the money received by the District
from the Washington State Department of Revenue on account of the
Sales Tax imposed by and collected for the District.
Special Events Center means the land, real property improvements,
buildings, facilities, fixtures, equipment, support facilities and related
parking facilities comprising a special events center of approximately
153,000 square feet, including an ice arena, as such facilities may be
expanded from time to time, located in the City and constituting a
"regional center" within the meaning of chapter 35.57 RCW, as it may be
amended from time to time.
-11-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
Special Events Center Revenues has the meaning set forth in the
Financing Agreement, and includes all revenue, earnings, and money
received by the City from or on account of the operation and/or ownership
of the Special Events Center, including but not limited to license fees,
facility fees, concession revenues, advertising revenues, suite license
revenues, club seat revenues, parking revenues, and naming rights
revenues.
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.
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;
-12-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
(3) Words importing persons shall include firms,
associations, partnerships (including limited partnerships), trusts,
corporations and other legal entities, including public bodies, as well as
natural persons;
(4) Any headings preceding the text of the several articles
and sections of this ordinance, and any table of contents or marginal notes
appended to copies hereof, shall be solely for convenience of reference
and shall not constitute a part of this ordinance, nor shall they affect its
meaning, construction or effect; and
(5) All references herein to “articles,” “sections” and other
subdivisions or clauses are to the corresponding articles, sections,
subdivisions or clauses hereof.
SECTION 2. - Authorization of Bonds and Bond Details. For the
purpose of refunding the Refunded Bonds and paying costs of issuance of
the Bonds and the administrative costs of the refunding, 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 $80,000,000 (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, 2016” with other such designation as set
forth in the Bond Purchase Contract and approved by the Designated
Representative.
-13-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
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
maturity, shall be numbered separately in the manner and with any
additional designation as the Bond Registrar deems necessary for
purposes of identification and control, and shall bear interest payable on
the dates set forth in the Bond Purchase Contract. The Bonds shall bear
interest at the rates set forth in the Bond Purchase Contract; and shall
mature on the dates and in the principal amounts set forth in the Bond
Purchase Contract and as approved by a Designated Representative
pursuant to Section 11.
SECTION 3. - Registration, Exchange and Payments.
(a) Bond Registrar/Bond Register. The City hereby specifies and
adopts the system of registration approved by the Washington State
Finance Committee from time to time through the appointment of the
state fiscal agent. 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 designated 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
-14-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
appointed and until the successor Bond Registrar shall have accepted the
duties of the Bond Registrar hereunder. The Bond Registrar is authorized,
on behalf of the City, to authenticate and deliver Bonds transferred or
exchanged in accordance with the provisions of such Bonds and this
ordinance and to carry out all of the Bond Registrar’s powers and duties
under this ordinance. The Bond Registrar shall be responsible for its
representations contained in the Certificate of Authentication of the Bonds.
(b) Registered Ownership. The City and the Bond Registrar, each
in its discretion, may deem and treat the Registered Owner of each Bond
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(g), but such
Bond may be transferred as herein provided. All such payments made as
described in Section 3(g) 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. 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
-15-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
any successor depository) or any DTC participant of any amount in respect
of the principal of or interest on Bonds, any notice which is permitted or
required to be given to Registered Owners under this ordinance (except
such notices as shall be required to be given by the City to the Bond
Registrar or to DTC, or any successor depository), or any consent given or
other action taken by DTC (or any successor depository) as the Registered
Owner. For so long as any Bonds are held in fully immobilized form by a
depository, DTC or its successor depository shall be deemed to be the
Registered Owner for all purposes hereunder, and all references herein to
the Registered Owners shall mean DTC (or any successor depository) or
its nominee and shall not mean the owners of any beneficial interest in
such Bonds.
(d) Use of Depository.
(1) The Bonds shall be registered initially in the name of
“Cede & Co.”, as nominee of DTC, with one Bond maturing on each of the
maturity dates for the Bonds within a series in a denomination
corresponding to the total principal therein designated to mature on such
date. Registered ownership of such Bonds, or any portions thereof, may
not thereafter be transferred except (A) to any successor of DTC or its
nominee, provided that any such successor shall be qualified under any
applicable laws to provide the service proposed to be provided by it; (B) to
any substitute depository appointed by the Finance Director pursuant to
subsection (2) below or such substitute depository’s successor; or (C) to
any person as provided in subsection (4) below.
-16-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
(2) Upon the resignation of DTC or its successor (or any
substitute depository or its successor) from its functions as depository or a
determination by the Finance Director to discontinue the system of book
entry transfers through DTC or its successor (or any substitute depository
or its successor), the Finance Director may hereafter appoint a substitute
depository. Any such substitute depository shall be qualified under any
applicable laws to provide the services proposed to be provided by it.
(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
-17-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
by the Bond Registrar of all then outstanding Bonds of a series together
with a written request on behalf of the Finance Director to the Bond
Registrar, new Bonds of such series shall be issued in the appropriate
denominations and registered in the names of such persons as are
requested in such written request.
(e) Registration of Transfer of Ownership or Exchange; Change in
Denominations. The transfer of any Bond may be registered and Bonds
may be exchanged, but no transfer of any such Bond shall be valid unless
it is surrendered to the Bond Registrar with the assignment form
appearing on such Bond duly executed by the Registered Owner or such
Registered Owner’s duly authorized agent in a manner satisfactory to the
Bond Registrar. Upon such surrender, the Bond Registrar shall cancel the
surrendered Bond and shall authenticate and deliver, without charge to
the 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
-18-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
transfer or to exchange any Bond during the 15 days preceding any
principal payment date any such Bond is to be redeemed.
(f) Bond Registrar’s Ownership of Bonds. The Bond Registrar
may become the Registered Owner of any Bond with the same rights it
would have if it were not the Bond Registrar, and to the extent permitted
by law, may act as depository for and permit any of its officers or directors
to act as a member of, or in any other capacity with respect to, any
committee formed to protect the right of the Registered Owners of Bonds.
(g) 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
wire transfer to the account within the United States designated by the
Registered Owner. Principal of the Bonds shall be payable upon
-19-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
presentation and surrender of such Bonds by the Registered Owners at the
designated 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 mandatory
redemption to the extent, if any, set forth in the Bond Purchase Contract
approved by the Designated Representative pursuant to Section 11. Each
series of Bonds shall be subject to optional redemption on the dates, at
the prices and under the terms set forth in the Bond Purchase Contract
approved by the Designated Representative pursuant to Section 11.
(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
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
-20-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
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 designated 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.
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
-21-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
redemption 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) conditions to redemption;
(E) 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
(F) the place where such Bonds are to be
surrendered for payment of the redemption price, which place of payment
shall be the designated 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
-22-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
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 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 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
-23-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
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
maintain compliance with duly promulgated regulations and
recommendations regarding notices of redemption of municipal securities.
-24-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
SECTION 5. - Form of Bonds. The Bonds shall be in substantially
the form set forth in Exhibit A, which is incorporated herein by this
reference, with appropriate or necessary insertions, depending upon the
omissions and variations as permitted or required hereby.
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
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
-25-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
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, upon the issuance of the Bonds, the City shall loan a portion of
the proceeds of the Bonds to the District pursuant to the terms of the
Financing Agreement for the purpose of refunding the Refunded Sales Tax
Bonds and paying costs of issuance allocable to that portion of the Bonds
and administrative costs of the refunding. Such portion of the proceeds of
the Bonds shall be deposited, on behalf of the District, with the Escrow
Agent pursuant to the Escrow Deposit Agreement, to be used immediately
upon receipt thereof to defease the Refunded Sales Tax Bonds as
authorized by the District Bond Resolution and to pay costs of issuance
allocable to that portion of the Bonds and administrative costs of the
refunding.
For the purpose of realizing a debt service savings, the City also
proposes to defease and refund the Refunded 2008A Bonds as set forth
herein. The Refunded 2008A Bonds shall include all or a portion of the
2008A Bonds maturing on or after December 1, 2019, which are
designated by the Designated Representative for refunding and set forth in
the Bond Purchase Contract. A portion of the 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
-26-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
Refunded 2008A Bonds as authorized by the 2008A Bond Ordinance and
to pay costs of issuance allocable to that portion of the Bonds and
administrative costs of the refunding.
The proceeds of the Bonds 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. A beginning cash balance, if any,
and the Acquired Obligations shall be deposited irrevocably with the
Escrow Agent in an amount sufficient to defease the Refunded Bonds. The
proceeds of the Bonds remaining after acquisition of the Acquired
Obligations and provision for the necessary beginning cash balance shall
be utilized to pay expenses of the acquisition and safekeeping of the
-27-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
Acquired Obligations and costs of issuance of the Bonds and the
administrative costs of the refunding.
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, one or more Escrow Deposit Agreements.
(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 directs the District and the Escrow Agent to call the
Refunded Sales Tax Bonds for redemption on their Call Date in accordance
with the provisions of the District Bond Resolution authorizing the
redemption and retirement of the Refunded Sales Tax Bonds prior to their
stated maturity dates.
The City further calls the Refunded 2008A Bonds for redemption on
their Call Date in accordance with the provisions of the 2008A Bond
Ordinance authorizing the redemption and retirement of the 2008A 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 2008A Bond Ordinance
-28-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
and the District Bond Resolution. The costs of publication of such notices
shall be an expense of the City.
The Escrow Agent is hereby authorized and directed to pay to the
Finance Director, or, at the direction of the Finance Director, to the paying
agent for the Refunded Bonds, sums sufficient to pay, when due, the
payments specified in this Section 7. All such sums shall be paid from the
moneys and Acquired Obligations deposited with the Escrow Agent, and
the income therefrom and proceeds thereof. All such sums so paid to or
to the order of the Finance Director shall be credited to the Refunding
Account (which is hereby authorized to be created) or other funds created
under the Escrow Deposit Agreement. 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, the
Escrow Deposit Agreement, 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 will take all actions
necessary to assure the exclusion of interest on the Bonds from the gross
income of the owners of the Bonds to the same extent as such interest is
permitted to be excluded from gross income under the Code as in effect
-29-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
on the date of issuance of the Bonds, including but not limited to the
following:
(a) Private Activity Bond Limitation. The City will assure that the
proceeds of the Bonds are not so used as to cause the Bonds to satisfy the
private business tests of Section 141(b) of the Code or the private loan
financing test of Section 141(c) of the Code.
(b) Limitations on Disposition of Project. The City will not sell or
otherwise transfer or dispose of (i) any personal property components of
the projects refinanced with proceeds of the Bonds, including the Special
Events Center (together, the “Projects”) other than in the ordinary course
of an established government program under Treasury Regulation 1.141-
2(d)(4) or (ii) any real property components of the Projects, unless it has
received an opinion of Bond Counsel to the effect that such disposition will
not adversely affect the treatment of interest on the Bonds as excludable
from gross income for federal income tax purposes.
(c) Federal Guarantee Prohibition. The City will not take any
action or permit or suffer any action to be taken if the result of such action
would be to cause any of the Bonds to be “federally guaranteed” within
the meaning of Section 149(b) of the Code.
(d) Rebate Requirement. The City will take any and all actions
necessary to assure compliance with Section 148(f) of the Code, relating
to the rebate of excess investment earnings, if any, to the federal
government, to the extent that such section is applicable to the Bonds.
-30-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
(e) No Arbitrage. The City will not take, or permit or suffer to be
taken by the Escrow Agent or otherwise, any action with respect to the
proceeds of the Bonds which, if such action had been reasonably expected
to have been taken, or had been deliberately and intentionally taken, on
the date of issuance of the Bonds would have caused the Bonds to be
“arbitrage bonds” within the meaning of Section 148 of the Code.
(f) Registration Covenant. The City will maintain a system for
recording the ownership of each Bond that complies with the provisions of
Section 149 of the Code until all Bonds have been surrendered and
canceled.
(g) Record Retention. The City will retain its records of all
accounting and monitoring it carries out with respect to the Bonds for at
least three years after the Bonds mature or are redeemed (whichever is
earlier); however, if the Bonds are redeemed and refunded, the City will
retain its records of accounting and monitoring at least three years after
the earlier of the maturity or redemption of the obligations that refunded
the Bonds.
(h) Compliance with Federal Tax Certificate. The City will comply
with the provisions of the Federal Tax Certificate with respect to the
Bonds, which are incorporated herein as if fully set forth herein. The
covenants of this Section will survive payment in full or defeasance of the
Bonds.
SECTION 9. - Bond Fund and Provision for Tax Levy Payments.
The City hereby authorizes the creation of one or more accounts in the
-31-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
City’s previously established Bond Fund to be used for the payment of
debt service on the Bonds. 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, but only to the extent that the same are acquired, valued
and disposed of at Fair Market Value.
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 Sales
Tax Revenue and Special Events Center Revenues (with respect to the
portion of the Bonds issued to refund and defease the Refunded Sales Tax
Bonds and to pay related costs of issuance and the administrative costs of
the refunding) and all other revenues and money of the City legally
available for such purposes, to pay the principal of and interest on the
Bonds when due.
The City hereby irrevocably pledges that the annual tax provided for
herein to be levied for the payment of such principal and interest shall be
within and as a part of the regular property 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
-32-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
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.
The City hereby also irrevocably pledges Sales Tax Revenue and
Special Events Center Revenues received by the City from the District
under the terms of the Financing Agreement to the payment of the
principal of and interest on the portion of the Bonds allocated to defease
and refund the Refunded Sales Tax Bonds and to pay related costs of
issuance and the administrative costs of the refunding.
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,
-33-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
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 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 the Bond Purchase Contract. The
Council has determined that it would be in the best interest of the City to
delegate to the Designated Representative for a limited time the authority
to approve the final interest rates, aggregate principal amount, principal
amounts of each maturity of the Bonds, redemption rights, whether to
issue the Bonds in one or more series, and selection of the Refunded
Bonds.
The Designated Representative is hereby authorized to determine
whether to issue the Bonds in one or more series and to approve the final
interest rates, aggregate principal amount, principal amounts of each
maturity of the Bonds, selection of the Refunded Bonds, and redemption
rights for the Bonds in the manner provided hereafter so long as:
(i) the aggregate principal amount of Bonds issued
pursuant to this ordinance does not exceed $80,000,000,
(ii) the final maturity date for the Bonds is no later than
December 1, 2037,
(iii) each series of Bonds are sold (in the aggregate) at a
price not less than 97% and not greater than 130%,
-34-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
(v) any Bonds sold for the purpose of refunding the 2008A
Bonds are sold for a price that results in a minimum aggregate net present
value debt service savings over the Refunded 2008A Bonds of at least
3.00%,
(iv) any Bonds sold for the purpose of refunding the
Refunded Sales Tax Bonds are sold for a price that results in a minimum
aggregate net present value debt service savings over the Refunded Sales
Tax Bonds of at least 3.00%,
(vi) the true interest cost for each series of Bonds (in the
aggregate) does not exceed 4.00%, 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.
Following the execution of the 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, 2016. If
the Bonds authorized herein have not been sold by December 31, 2016,
the Bonds shall not be issued nor their sale approved unless such Bonds
shall have been re-authorized by ordinance of the Council. The ordinance
re-authorizing the issuance and sale of such Bonds may be in the form of
a new ordinance repealing this ordinance in whole or in part or may be in
-35-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
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
Designated Representative, 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. Such documents may include, but are not limited to, documents
related to a municipal bond insurance policy delivered by an insurer to
insure the payment when due of the principal of and interest on the Bonds
as provided therein, if such insurance is determined by the Designated
Representative to be in the best interest of the City.
The Mayor is further authorized to execute the Financing Agreement
with the District in substantially the form attached hereto as Exhibit B and
incorporated herein by this reference, with any such modifications as
determined by the Mayor and Bond Counsel to the City to be necessary to
carry out the purposes of this ordinance, and any other documents and
agreements necessary for the issuance of the Bonds, the operation of the
Special Events Center, and the transfer of Sales Tax Revenue and Special
Events Center Revenues for the purposes set forth herein.
-36-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
(c) Preliminary and Final Official Statements. The Finance
Director is hereby authorized to approve and to deem final the preliminary
Official Statement for the purposes of the Rule. The Finance Director is
further authorized 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.
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
2016 for the fiscal year ended December 31, 2015):
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;
-37-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
3. Ad valorem taxes due and percentage of taxes
collected;
4. Property tax levy rate per $1,000 of assessed
valuation;
5. Outstanding general obligation debt of the City; and
6. So long as the portion of the Bonds allocated to
defease and refund the Refunded Sales Tax Bonds and to pay related costs
of issuance are outstanding, the amount of Sales Tax Revenue and Special
Events Center Revenues received by the City under the Financing
Agreement.
Items 2-6 shall be required only to the extent that such information
is not included in the annual financial statements.
The information and data described above shall be provided on or
before the end of nine months (September 30) 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
-38-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
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;
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;
-39-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
Release, substitution, or sale of property securing repayment
of the Bonds, if material;
Rating changes;
Bankruptcy, insolvency, receivership or similar event of the
City;
The consummation of a merger, consolidation, or acquisition
involving the City or the sale of all or substantially all of the
assets of the City, other than in the ordinary course of
business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement
relating to any such actions, other than pursuant to its terms,
if material; and
Appointment of a successor or additional trustee or the
change of name of a trustee, if material.
(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 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.
-40-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
(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 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 Bond Counsel in
accordance with the Rule. In the event of any amendment of this section,
the City shall describe such amendment in the next annual report, and
shall include a narrative explanation of the reason for the amendment and
its impact on the type (or in the case of a change of accounting principles,
on the presentation) of financial information or operating data being
presented by the City. In addition, if the amendment relates to the
accounting principles to be followed in preparing financial statements,
(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
-41-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
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
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
-42-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
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.
Adopted by the City Council of the City of Kent, Washington, at a
regular meeting thereof held this 19th of April, 2016.
SUZETTE COOKE, MAYOR
ATTEST
RONALD F. MOORE, MMC, CITY CLERK
APPROVED AS TO FORM:
PACIFICA LAW GROUP LLP
Bond Counsel to the City
PASSED: _____ day of ____________________, 2016.
APPROVED: day of , 2016.
PUBLISHED: day of , 2016.
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
A-1-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
Exhibit A
Form of Bond
[DTC LANGUAGE]
UNITED STATES OF AMERICA
NO. $
STATE OF WASHINGTON
CITY OF KENT
LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, 2016
INTEREST RATE: % MATURITY DATE: CUSIP NO.:
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The City of Kent, Washington (the “City”), hereby acknowledges
itself to owe and for value received promises to pay to the Registered
Owner identified above, or registered assigns, on the Maturity Date
identified above, the Principal Amount indicated above and to pay interest
thereon from ___________, 20___, or the most recent date to which
interest has been paid or duly provided for until payment of this bond at
the Interest Rate set forth above, payable on ______________, and
semiannually thereafter on the first days of each succeeding _______ and
____. Both principal of and interest on this bond are payable in lawful
money of the United States of America. The fiscal agent of the State of
Washington has been appointed by the City as the authenticating agent,
paying agent and registrar for the bonds of this issue (the “Bond
Registrar”). For so long as the bonds of this issue are held in fully
immobilized form, payments of principal and interest thereon shall be
made as provided in accordance with the operational arrangements of The
Depository Trust Company (“DTC”) referred to in the Blanket Issuer Letter
of Representations (the “Letter of Representations”) from the City to DTC.
The bonds of this issue are issued under and in accordance with the
provisions of the Constitution and applicable statutes of the State of
Washington and Ordinance No. _______ duly passed by the City Council
on April 19, 2016 (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
A-2-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
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 [to defease and refund the City’s Limited Tax General Obligation
Bonds, 2008A and the City of Kent Special Events Center Public Facilities
District’s Special Events Center Sales Tax Bonds, 2008], and 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 City hereby also irrevocably pledges
Sales Tax Revenue and Special Events Center Revenues received by the
City from the City of Kent Special Events Center Public Facilities District
(the “District”) under the terms of the Interlocal Financing Agreement
between the City and the District to the payment of the principal of and
interest on the portion of the bonds of this issue allocated to refund and
defease the District’s Special Events Center Sales Tax Bonds, 2008 and to
pay related costs of issuance.]
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.
A-3-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
IN WITNESS WHEREOF, the City of Kent, Washington has caused
this bond to be executed by the manual or facsimile signatures of the
Mayor and the City Clerk and the seal of the City imprinted, impressed or
otherwise reproduced hereon as of this ____ day of ___________, 20___.
[SEAL]
CITY OF KENT,
WASHINGTON
By /s/ manual or facsimile
Mayor
ATTEST:
/s/ manual or facsimile
City Clerk
The Bond Registrar’s Certificate of Authentication on the Bonds shall
be in substantially the following form:
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, 2016 of the City of Kent, Washington, dated
____________, 2016.
WASHINGTON STATE FISCAL
AGENT, as Bond Registrar
By
B-1-
Limited Tax General Obligation Refunding Bonds, 2016
10069 00012 fb246r088p
Exhibit B
Form of Financing Agreement
Public Facilities District Board
Special Meeting Minutes
January 28, 2016 @ 4 p.m.
City of Kent
City Hall, Centennial Building, Room 105 / 107
Boardmembers present: Mike Miller, Randall Smith, and Jeff Piecewicz
Others present: ShoWare Center General Manager Tim Higgins, ShoWare
Center Finance Director, Arletta Voter, ShoWare Center Director of
Marketing Ryan Hart, Seattle Thunderbirds Vice President/Assistant
General Manager Colin Campbell, City of Kent Finance Director (Board
Treasurer) Aaron BeMiller, City of Kent Economic and Community
Development Director Ben Wolters, City of Kent City Clerk (Board
Secretary) Ronald F. Moore, Reporter for the Kent Reporter, and Steve
Hunter.
I. Call to Order. The meeting was called to order by Chair Miller at 4:00
p.m.
a. Motion to approve the regular meeting minutes of October
29, 2015. Jeff Piecewicz moved to approve the minutes of October
29, 2015, seconded by Randall Smith. Motion carried 3-0.
II. Financial Reports.
a. City of Kent. Aaron BeMiller, Finance Director (Treasurer)
discussed the ShoWare Center Operating Fund. He noted that the
estimated actual ending fund balance for the year 2015 is $904,000.
Chair Miller inquired what the $28,000 in Other Income is for and BeMiller
communicated that he would find out and let the board know.
Treasurer BeMiller confirmed for Boardmember Smith that a movement of
$1 million is budgeted by the City.
Boardmember Piecewicz inquired about the additional $500K and BeMiller
replied that when it is transferred it loses its General Fund classification.
He added that the $904,000 is there for any paybacks that may occur so
the General Fund isn’t affected.
Boardmember Smith confirmed that there is a meeting tomorrow
concerning the $500,000 no interest loan and the accounting for it.
Basically, how those funds will move from SMG and the City. Wolters
confirmed that it is debt service reserve.
Treasurer BeMiller continued and discussed the Kent Special Events
Center Public Facilities District Fund.
Public Facilities District Board Special Meeting Minutes January 28, 2016
Chair Miller confirmed that the funds will come in January and February.
Treasurer BeMiller continued and discussed the $21.5 million in funds
moved into the Public Facilities District (PFD) to pay debt service since
2009. He added that the total resources that have come in is $4.1 million
and the ending balance would be $272,738 and it would get used to apply
to the debt service next year. He added that the next page notes the sales
tax collections through September 30, 2015.
BeMiller invited the PFD Board Members to the Council workshop meeting
on Tuesday as there will be a discussion on the refunding of the PFD
Bonds. He added that the City has a strong Standard and Poor’s rating.
Boardmember Sellers arrived at 4:14 p.m.
b. ShoWare Center. Arletta Voter, ShoWare Director of Finance
highlighted the ShoWare Center has had a positive year. She noted that
the 4th Quarter net income is $142,643.
Councilmember Berrios communicated the net income numbers from 2009
to current, noting that this year is the highest amount in the facility’s
history.
Wolters commented on the positive numbers and stated that the
increased number of events at the facility have resulted in some very
good revenues. He noted some of the items that impacted the facility
negatively and how things have turned around. He noted that the facility
is beginning to show some wear and tear and there have been over 2
million visitors. He noted that the maintenance expenditures will begin to
go up as the facility needs some maintenance taken care of. He thanked
the SMG and the Seattle Thunderbirds for all their work.
Chair Miller on the excellent condition of the facility and noted that he was
on a tour with a prospective suite client who was very impressed with it.
III. Operations Update.
a. General Manager/Marketing Update. Ryan Hart, Director of
Marketing communicated that 2016 was a banner year and there were
223 events in 2015 and approximately 300,000 tickets sold in 2015. This
year there have been over 41,501 attending events so far this year. He
added that there were 40,000 more people who attended events in 2015.
He noted that Venue Today and Pollstar reported that the ShoWare is
ranked in the top 20 for all facilities in the world of similar capacity. He
also noted that the ShoWare has received the #1 ranking in the Pacific
Northwest.
Higgins also communicated that the ShoWare Center is ranked #181
when it comes to all venues in the world, regardless of size, based on
ticket sales and #95 when it comes to the United States.
2
Public Facilities District Board Special Meeting Minutes January 28, 2016
Hart noted that there were six sold out shows in this year and Campbell
added that the Seattle Thunderbirds sold out six games last season and
three so far this season.
Hart communicated that the Tacoma Stars average 2,000 people at each
game. He highlighted several upcoming shows to include Disney on Ice,
Ladies Night Out #7, The Avett Brothers, Seattle University basketball,
the ShoWare Shootout Basketball tournament, the Kent Technology Expo,
and the Washington FIRST Robotics.
Higgins communicated that the 2016 Budget has been submitted and
approved by the City. He noted that the budget that was submitted is
conservative.
Campbell stated that one of the challenges is not knowing how many
games the hockey team will have. It all depends on how well they do and
if they get into the playoffs.
Hart communicated a press release is being prepared to communicate
how well 2015 went.
Chair Miller confirmed that the operating numbers don’t include the
admission tax.
Wolters highlighted that there is a return of business spending that has
turned into suite sales and advertising sales, which is a positive trend. He
noted that the facility now has a second home team with the Tacoma
Stars. He noted that the ownership of the team is a solid group and it may
create more opportunity for the facility. He stated that there have been
shows that are being considered and it isn’t about the shows, it’s about
the positive relationships that are occurring and growing with promoters.
He added that every positive show puts the facility on the map and leads
promoters to call the ShoWare first when it comes to facilities in this
region. He also communicated that we are doing very well with family
shows and it is exactly what the facility wants to see. He also noted that
catering is doing very well and that business will continue to be
developed.
Higgins confirmed that the new digital boards and LED sports lighting is
going in from March 6 - 10. He noted that the facility is getting a rebate
from PSE on the LED lights.
b. Seattle Thunderbirds Update. Campbell
communicated that the team will have a great run to the playoffs. He
noted that there is an 11 percent growth in ticket sales and a 5 – 10
percent growth every year. Two-for-Tuesdays are pushing 5,500
attendees each Tuesday and the Pink-the-Rink event was in October with
$26,000 raised that night. In November, the Thunderbird Community
Sports Foundation night took place. The foundation is pushing $440,000
going to Kent youth sports. This Sunday is Communities in Schools night
and on the 50/50 raffle is February 15. February 27, he said, is the
3
Public Facilities District Board Special Meeting Minutes January 28, 2016
hockey challenge to support the Ronald McDonald House. He added that
they are excited about the growth.
Sellers inquired how many of the Thunderbird season ticket holders were
holders in KeyArena and Campbell noted that he would get the response.
He also noted that the Portland area gets the games televised and they
are working to get the Thunderbird games televised locally.
Councilmember Berrios stated that two years ago he was very concerned
about the ShoWare Center and he is happy to say that the team that
works on this facility has helped achieve the City’s goals. He stated that it
has been a rough ride and this is the beginning of some real positive
things happening.
Meeting adjourned at 4:52 p.m.
Ronald F. Moore, MMC
Board Secretary
4
Public Facilities District Board
Special Meeting Minutes
February 18, 2016 @ 4 p.m.
City of Kent
City Hall, Centennial Building, Room 402
Boardmembers present: Chair Mike Miller, Lew Sellers, and Randall Smith
Others present: City of Kent Finance Director (Board Treasurer) Aaron
BeMiller, City of Kent City Attorney Tom Brubaker, City of Kent Economic
and Community Development Director Ben Wolters, City of Kent City Clerk
(Board Secretary) Ronald F. Moore, Bill Tomkin, Foster Pepper LLC, and
Deanna Gregory, Pacifica Law Group
I. Call to Order. The meeting was called to order by Chair Miller at 4:00
p.m.
II. Discussion of Potential Bond Refunding. - Aaron BeMiller, Finance
Director (Treasurer) discussed the potential bond refunding options.
City Attorney Brubaker communicated that Bill Tomkin, from Foster
Pepper should be retained as bond counsel to represent the board in the
transaction.
Lew Sellers moved to retain Bill Tomkin as Bond Counsel,
seconded by Randall Smith. Motion carried 3-0.
Brubaker continued and stated that there are certain authorities and
options available to the Public Facilities District as a separate authority
from the City. He stated that a key piece for the City, if all the debt is
going to be paid by the City, is that it’s clear that the Public Facilities
District relinquishes its rights to do things without the City’s approval.
Brubaker communicated that the City owns the facility and operates it.
Gregory explained that PFD sales tax revenue currently secures the sales
tax bonds and the City is proposing to refund those bonds on behalf of the
PFD. She clarified that the City is going to take out debt and loan the
money to the PFD to pay off the sales tax bonds. Then, the PFD is going
to repay that loan on an semi-annual basis in payments that are mirrored
to match the corresponding debt service of the City’s bonds.
Brubaker further explained that the debt belongs to the PFD, but in reality
the City is making all the payments. He noted that there is a recent case
which shifted the game on the City’s contingent loan obligation and there
have been recent issues with the State Auditor’s Office. In reality, the City
is paying the debt and it’s better for the City to pay the debt to obtain
some savings and in turn the PFD pledges its revenues to the City.
Public Facilities District Board Special Meeting Minutes February 18, 2016
2
Gregory further noted that instead of the PFD taking its sales tax
revenues and directly paying bond holders with the City making up any
shortfall. Sales tax revenues will go to the City to pay debt service on its
bonds and then any shortfall the City will make up and be reimbursed
through any arrangement made in the future. This will save a few million
dollars.
Treasurer BeMiller communicated that the City anticipated the debt and it
is reflected in the bond rating. He communicated the City’s increased
credit ratings.
Meeting adjourned at 4:52 p.m.
Ronald F. Moore, MMC
Board Secretary
20
1
0
20
1
1
20
1
2
20
1
3
20
1
4
20
1
5
20
1
6
Ac
t
u
a
l
Ac
t
u
a
l
Ac
t
u
a
l
Ac
t
u
a
l
Ac
t
u
a
l
Ac
t
u
a
l
YT
D
Be
g
i
n
n
i
n
g
F
u
n
d
B
a
l
a
n
c
e
10
5
,
2
4
9
11
3
,
2
6
1
12
1
,
2
1
1
12
3
,
9
8
9
13
0
,
6
9
6
13
4
,
1
0
4
42
9
,
1
8
7
Re
v
e
n
u
e
s
Sa
l
e
s
&
U
s
e
T
a
x
62
2
,
1
3
6
64
9
,
2
7
7
67
7
,
9
3
7
71
4
,
3
6
0
76
9
,
3
3
6
99
1
,
2
0
9
22
2
,
0
0
8
Ci
t
y
o
f
K
e
n
t
3,
1
2
9
,
4
3
7
3,
0
9
3
,
0
7
7
3,
0
6
4
,
0
2
5
3,
1
0
4
,
4
7
5
3,
0
2
9
,
8
2
4
3,
1
8
4
,
2
2
0
In
t
e
r
e
s
t
-
S
a
l
e
s
T
a
x
88
0
64
6
56
1
30
0
30
8
70
6
19
1
To
t
a
l
R
e
v
e
n
u
e
s
3,
7
5
2
,
4
5
3
3,
7
4
3
,
0
0
0
3,
7
4
2
,
5
2
3
3,
8
1
9
,
1
3
5
3,
7
9
9
,
4
6
9
4,
1
7
6
,
1
3
6
22
2
,
2
0
0
To
t
a
l
R
e
s
o
u
r
c
e
s
3,
8
5
7
,
7
0
2
3,
8
5
6
,
2
6
1
3,
8
6
3
,
7
3
4
3,
9
4
3
,
1
2
4
3,
9
3
0
,
1
6
5
4,
3
1
0
,
2
4
0
65
1
,
3
8
7
Ex
p
e
n
d
i
t
u
r
e
s
Se
r
v
i
c
e
s
a
n
d
C
h
a
r
g
e
s
1,
5
0
5
De
b
t
S
e
r
v
i
c
e
3,
7
4
4
,
4
4
1
3,
7
3
5
,
0
5
0
3,
7
3
8
,
2
4
0
3,
8
1
2
,
4
2
8
3,
7
9
6
,
0
6
0
3,
8
8
1
,
0
5
3
Tr
a
n
s
f
e
r
s
O
u
t
69
6
,
8
3
1
To
t
a
l
E
x
p
e
n
d
i
t
u
r
e
s
3,
7
4
4
,
4
4
1
3,
7
3
5
,
0
5
0
3,
7
3
9
,
7
4
5
3,
8
1
2
,
4
2
8
3,
7
9
6
,
0
6
0
3,
8
8
1
,
0
5
3
0
Ch
a
n
g
e
i
n
F
u
n
d
B
a
l
a
n
c
e
8,
0
1
2
7,
9
5
0
2,
7
7
8
6,
7
0
7
3,
4
0
8
29
5
,
0
8
3
22
2
,
2
0
0
En
d
i
n
g
F
u
n
d
B
a
l
a
n
c
e
11
3
,
2
6
1
12
1
,
2
1
1
12
3
,
9
8
9
13
0
,
6
9
6
13
4
,
1
0
4
42
9
,
1
8
7
65
1
,
3
8
7
KE
N
T
S
P
E
C
I
A
L
E
V
E
N
T
S
C
E
N
T
E
R
PU
B
L
I
C
F
A
C
I
L
I
T
I
E
S
D
I
S
T
R
I
C
T
F
U
N
D
(
P
F
D
)
Ma
r
c
h
3
1
,
2
0
1
6
Re
c
'
d
F
r
o
m
F
o
r
t
h
e
20
1
4
-
2
0
1
5
P
e
r
c
e
n
t
St
a
t
e
M
o
n
t
h
o
f
2
0
1
0
2
0
1
1
2
0
1
2
2
0
1
3
2
0
1
4
2
0
1
5
V
a
r
i
a
n
c
e
C
h
a
n
g
e
Ma
r
c
h
J
a
n
u
a
r
y
4
3
,
0
6
6
.
8
0
4
7
,
3
9
5
.
1
5
4
6
,
6
0
2
.
2
1
5
1
,
1
6
8
.
6
7
5
4
,
3
9
3
.
1
8
6
2
,
0
9
3
.
6
9
7
,
7
0
0
.
5
1
1
4
%
Ap
r
i
l
F
e
b
r
u
a
r
y
4
4
,
8
8
8
.
0
3
4
5
,
6
5
2
.
4
1
4
9
,
8
1
5
.
4
6
4
9
,
7
1
0
.
7
4
5
1
,
3
1
1
.
2
5
6
2
,
6
6
5
.
0
1
1
1
,
3
5
3
.
7
6
2
2
%
Ma
y
M
a
r
c
h
5
5
,
3
8
1
.
5
4
5
4
,
3
5
7
.
3
8
5
4
,
2
7
7
.
6
4
5
9
,
0
4
6
.
9
5
6
3
,
6
4
6
.
5
5
6
6
,
3
6
7
.
0
8
2
,
7
2
0
.
5
3
4
%
Ju
n
e
A
p
r
i
l
4
7
,
6
9
9
.
1
9
5
0
,
3
7
6
.
1
8
4
9
,
2
6
1
.
7
7
5
5
,
5
3
8
.
0
5
6
1
,
9
9
3
.
2
9
6
5
,
3
7
1
.
9
5
3
,
3
7
8
.
6
6
5
%
Ju
l
y
M
a
y
4
7
,
2
5
5
.
9
3
5
4
,
8
6
4
.
7
0
5
6
,
3
2
1
.
6
8
6
0
,
0
8
8
.
1
0
6
4
,
2
1
8
.
5
8
6
4
,
3
4
6
.
4
6
1
2
7
.
8
8
0
%
Au
g
u
s
t
J
u
n
e
5
4
,
5
7
5
.
4
9
5
7
,
4
7
8
.
7
0
6
1
,
8
8
4
.
2
2
6
2
,
5
3
8
.
2
7
7
1
,
7
8
4
.
5
5
7
4
,
7
2
4
.
5
9
2
,
9
4
0
.
0
4
4
%
Se
p
t
e
m
b
e
r
J
u
l
y
5
2
,
7
8
9
.
0
8
5
2
,
7
0
6
.
2
2
5
7
,
3
9
3
.
9
2
6
2
,
6
2
5
.
4
1
6
7
,
0
2
9
.
6
0
7
1
,
4
0
0
.
4
6
4
,
3
7
0
.
8
6
7
%
Oc
t
o
b
e
r
A
u
g
u
s
t
5
1
,
1
6
7
.
5
8
5
4
,
1
9
8
.
6
4
5
9
,
3
0
3
.
7
1
6
0
,
0
8
5
.
8
1
6
5
,
3
2
2
.
3
5
6
5
,
4
1
9
.
7
3
9
7
.
3
8
0
%
No
v
e
m
b
e
r
S
e
p
t
e
m
b
e
r
5
9
,
7
6
5
.
3
3
5
9
,
1
1
8
.
6
3
6
1
,
7
4
8
.
3
8
6
2
,
9
2
2
.
0
7
7
3
,
1
3
4
.
6
0
7
6
,
4
5
0
.
1
4
3
,
3
1
5
.
5
4
5
%
De
c
e
m
b
e
r
O
c
t
o
b
e
r
5
2
,
3
8
2
.
6
6
5
9
,
9
6
4
.
7
4
5
7
,
4
4
1
.
7
3
6
1
,
6
3
7
.
1
3
6
7
,
5
0
3
.
3
8
6
6
,
9
2
6
.
2
7
(
5
7
7
.
1
1
)
-
1
%
Ja
n
u
a
r
y
N
o
v
e
m
b
e
r
4
9
,
7
9
1
.
3
9
5
0
,
9
6
6
.
3
2
5
4
,
6
2
3
.
1
5
5
5
,
4
7
5
.
8
5
6
3
,
5
2
9
.
2
9
6
4
,
4
2
8
.
5
4
8
9
9
.
2
5
1
%
Fe
b
r
u
a
r
y
D
e
c
e
m
b
e
r
6
3
,
3
7
2
.
6
8
6
2
,
1
9
7
.
7
5
6
9
,
2
6
3
.
3
9
7
3
,
5
2
3
.
2
4
8
0
,
4
6
3
.
2
6
9
0
,
0
8
8
.
9
0
9
,
6
2
5
.
6
4
1
2
%
To
t
a
l
62
2
,
1
3
5
.
7
0
6
4
9
,
2
7
6
.
8
2
6
7
7
,
9
3
7
.
2
6
7
1
4
,
3
6
0
.
2
9
7
8
4
,
3
2
9
.
8
8
8
3
0
,
2
8
2
.
8
2
Fe
b
r
u
a
r
y
Y
T
D
62
2
,
1
3
5
.
7
0
6
4
9
,
2
7
6
.
8
2
6
7
7
,
9
3
7
.
2
6
7
1
4
,
3
6
0
.
2
9
7
8
4
,
3
2
9
.
8
8
8
3
0
,
2
8
2
.
8
2
4
5
,
9
5
2
.
9
4
6
%
KE
N
T
P
U
B
L
I
C
F
A
C
I
L
I
T
I
E
S
D
I
S
T
R
I
C
T
Sa
l
e
s
T
a
x
C
o
l
l
e
c
t
i
o
n
s
In
c
e
p
t
i
o
n
t
o
D
a
t
e
t
h
r
u
D
e
c
e
m
b
e
r
3
1
,
2
0
1
5
20
1
0
20
1
1
20
1
2
20
1
3
20
1
4
20
1
5
20
1
6
20
1
6
Ac
t
u
a
l
Ac
t
u
a
l
Ac
t
u
a
l
Ac
t
u
a
l
Ac
t
u
a
l
Ac
t
u
a
l
Bu
d
g
e
t
YT
D
Be
g
i
n
n
i
n
g
F
u
n
d
B
a
l
a
n
c
e
(1
,
0
2
5
,
9
2
3
)
(1
,
6
2
7
,
1
1
1
)
(1
,
9
1
0
,
8
4
5
)
(2
,
7
3
5
,
8
0
8
)
(2
,
4
5
6
,
0
8
7
)
19
,
9
9
0
1,
5
9
6
,
5
4
3
1,
5
9
6
,
5
4
3
Re
v
e
n
u
e
s
Ad
m
i
s
s
i
o
n
s
T
a
x
19
9
,
1
9
9
19
3
,
9
0
0
28
1
,
4
5
8
25
1
,
4
0
5
25
6
,
1
2
4
25
9
,
3
1
0
-
-
SM
G
I
n
c
o
m
e
18
,
5
2
4
Pu
g
e
t
S
o
u
n
d
E
n
e
r
g
y
G
r
a
n
t
42
,
3
7
6
Ot
h
e
r
I
n
c
o
m
e
28
,
0
0
0
-
15
,
0
0
0
Tr
a
n
s
f
e
r
I
n
f
r
o
m
L
o
d
g
i
n
g
T
a
x
30
0
,
0
0
0
Tr
a
n
s
f
e
r
I
n
f
r
o
m
G
F
50
0
,
0
0
0
3,
2
0
0
,
0
0
0
1,
3
7
5
,
0
4
9
76
5
,
8
1
0
-
To
t
a
l
R
e
v
e
n
u
e
s
24
1
,
5
7
5
19
3
,
9
0
0
28
1
,
4
5
8
75
1
,
4
0
5
3,
4
5
6
,
1
2
4
1,
6
8
0
,
8
8
2
1,
0
6
5
,
8
1
0
15
,
0
0
0
Ex
p
e
n
d
i
t
u
r
e
s
Sa
l
a
r
i
e
s
&
B
e
n
e
f
i
t
s
Su
p
p
l
i
e
s
Se
r
v
i
c
e
s
84
2
,
7
6
3
47
7
,
6
3
4
1,
0
9
2
,
4
2
2
47
1
,
6
8
4
97
2
,
0
4
6
10
4
,
3
3
0
83
5
,
9
3
0
10
5
,
0
2
4
Ca
p
i
t
a
l
O
u
t
l
a
y
8,
0
0
0
Tr
a
n
s
f
e
r
s
O
u
t
14
,
0
0
0
To
t
a
l
E
x
p
e
n
d
i
t
u
r
e
s
84
2
,
7
6
3
47
7
,
6
3
4
1,
1
0
6
,
4
2
2
47
1
,
6
8
4
98
0
,
0
4
6
10
4
,
3
3
0
83
5
,
9
3
0
10
5
,
0
2
4
Ch
a
n
g
e
i
n
F
u
n
d
B
a
l
a
n
c
e
(6
0
1
,
1
8
8
)
(2
8
3
,
7
3
4
)
(8
2
4
,
9
6
4
)
27
9
,
7
2
1
2,
4
7
6
,
0
7
7
1,
5
7
6
,
5
5
3
22
9
,
8
8
0
(9
0
,
0
2
4
)
En
d
i
n
g
F
u
n
d
B
a
l
a
n
c
e
(1
,
6
2
7
,
1
1
1
)
(1
,
9
1
0
,
8
4
4
)
(2
,
7
3
5
,
8
0
8
)
(2
,
4
5
6
,
0
8
7
)
19
,
9
9
0
1,
5
9
6
,
5
4
3
1,
8
2
6
,
4
2
3
1,
5
0
6
,
5
1
9
SH
O
W
A
R
E
C
E
N
T
E
R
O
P
E
R
A
T
I
N
G
F
U
N
D
Ma
r
c
h
3
1
,
2
0
1
6
This page intentionally left blank.
This page intentionally left blank.
ShoWare Center - 625 W James St - Kent, WA 98032 - Ph 253.856.6999 - ShoWareCenter.com
PFD Marketing Update – April 21, 2016
ShoWare Center - 625 W James St - Kent, WA 98032 - Ph 253.856.6999 - ShoWareCenter.com
Total Attendance – 2,746,952
2011 – 381,159
2012 – 352,490
2013 – 371,545
2014 – 370,015
2015 – 414,090
2016 – 183,773
SOCIALIZE with ShoWare Center
Total Number of unique session visits to www.ShoWareCenter.com – 2,810,517
o 2012 monthly average – 39,804
o 2013 monthly average – 37,141
o 2014 monthly average – 37,313
o 2015 monthly average – 38,093
o 2016 monthly average – 37,490
Total Number of page views – 27,901,754 (9.4 pages per visit)
AS OF TODAY – Facebook.com/ShoWareCenter:
11,737 Total Likes (Increase of 500+ since last mtg)
3,017,498 Friends of Fans
Includes apps for ticket sales, e-news sign-up
Twitter.com/ShoWareCenter:
7,572 Tweets
1,001 Following
1,832 Followers
ShoWare Center - 625 W James St - Kent, WA 98032 - Ph 253.856.6999 - ShoWareCenter.com
ShoWare Center News / Highlights:
Seattle Thunderbirds clinch U.S. Division title – advance past Prince George and
Everett in first two rounds of WHL Playoffs
Western Conference Championship begins this weekend / GM 3 and 4 at
home next Tuesday and Wednesday
Tacoma Stars close out the season on a high note – winning final two home games
in dramatic fashion, drawing crowds of over 3,000 per game
Knitting Factory Presents – Peppa Pig Live: Peppa Pig’s Big Splash reaches 90% capacity,
with more than 2,600 guests in attendance
Bustos Media brings Banda MS to Kent on April 3 – SOLD OUT (6,306 tickets sold)
The Rock & Worship Roadshow SELLS OUT ShoWare Center for second consecutive year
Hillsong UNITED: Empires Tour SOLD OUT six weeks in advance of May 9 concert
Reigning Legends Football League Champions – Seattle Mist opened their season on
April 9 with a significant increase in tickets sold & gross revenue compared to last year’s
per game average
Recent concert announcements for 2016, with more soon on the way:
The Heartland Tour: Lecrae w/ Switchfoot on June 17
Gurdas Mann on July 24
Digital menu boards were recently installed in all four of the arena’s concession stands
City of Kent’s annual You, Me, We Celebration – ‘Festival of FREE Family Fun’ celebrates
its sixth year at ShoWare Center on March 4 – coinciding with the unveiling of the
Parks and Rec Department’s new HERO (Health, Exercise, Recreation and Outreach) van
In-grade LED lighting added to the ShoWare Center plaza, in addition to the ‘pucks’,
enhancing both the exterior aesthetic and safety of our guests as they exit the arena
22 Greater Seattle Hockey League (GSHL) nights through the first quarter, helping to
add revenue on ‘dark days’ or nights where the facility does not have anything scheduled
New LED sports lighting to be installed at the conclusion of the T-Birds hockey season
ShoWare Center - 625 W James St - Kent, WA 98032 - Ph 253.856.6999 - ShoWareCenter.com
Upcoming Ticketed Events
Seattle Thunderbirds (Playoff) Hockey:
T-Birds vs TBD – April 26 (GM 3)
T-Birds vs TBD – April 27 (GM 4)
T-Birds vs TBD – May 1 (GM 6 - *if necessary)
Hillsong UNITED: Empires Tour – May 9
LFL: Seattle Mist vs Chicago Bliss – May 13
Ladies Night Out, Vol. 7 – May 28
The Heartland Tour: Lecrae w/ Switchfoot – June 17
The Avett Brothers – July 23
Gurdas Mann – July 24
The Experience: PT. 2 – September 17
Seattle Thunderbirds 2016-17 Season – starts back up in October
Disney On Ice – November 2-7
Tacoma Stars – Returning in November
Upcoming Community & Catering Events
ShoWalk, Monday & Thursdays mornings, 9a-11a – ending in May
Kent Chamber of Commerce President’s Gala – May 6
City of Kent’s Public Works Showcase – May 19
Kent Pediatric Luncheon – May 20
Khalsa Day Parade – May 21
Kent Downtown Partnership Auction – June 3
Kent International Festival – June 4
High School/College Graduations – June 10, 11, 13, 14, 15, 16, 18, 20 & 23
o 17 total graduations over the course of 9 event days
Seattle Tbirds Hockey School – August 8-12 & 15-19
MAY 13 | 8PM
$15 - $65
ON SALE NOW!
SALE NOW!
ON SALE NOW!
APR 26 | 7:05PM
$11 - $20
LFL CHAMPIONS
SEATTLE MIST
vs. CHICAGO
PLAYOFFS: RD 3
SEATTLE T-BIRDS
vs. TBD
LADIES NIGHT
OUT, VOL. 7
May 28 | 7:30PM
ON SALE NOW!
THE AVETT
BROTHERS
July 23 | 8PM
ON SALE NOW!
KENT
INTERNATIONAL
FESTIVAL
June 4 | 10AM
FREE ADMISSION!
Follow us
on Periscope
@ShoWareCenter
HILLSONG
UNITED
May 9 | 7PM
ON SALE NOW!
KENT CHAMBER
PRESIDENT’S
GALA & AUCTION
May 6 | 5PM
kentchamber.com
KDP AUCTION –
THE WILD WEST
June 3 | 5PM
CALL 253-813-6976
T-BIRDS ANNUAL
HOCKEY CAMP
Aug 8-12 & 15-19
Register online at
seattlethunderbirds.com
THE HEARTLAND
TOUR: LECRAE
w/ SWITCHFOOT
June 17 | 7PM
ON SALE NOW!
Follow us
on Snapchat
@ShoWareCenter
PLAYOFFS: GM 4
SEATTLE T-BIRDS
vs. TBD
Apr 27 | 7:05PM
ON SALE NOW!
Follow us
on Instagram
@ShoWareCenter