Ordinance 3388ORDINANCE NO. 3388
AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON,
RELATING TO CONTRACTING INDEBTEDNESS; PROVIDING FOR THE
ISSUANCE OF $2,260,000 PAR VALUE OF LIMITED TAX GENERAL
OBLIGATION BONDS, 2001 SERIES B, OF THE CITY FOR GENERAL
CITY PURPOSES TO PROVIDE FUNDS WITH WHICH TO PURCHASE
CERTAIN PROPERTY; FIXING THE DATE, FORM, MATURITIES,
INTEREST RATES, TERMS AND COVENANTS OF THE BONDS;
ESTABLISHING A BOND REDEMPTION FUND AND A CONSTRUCTION
FUND; PROVIDING FOR BOND INSURANCE; AND APPROVING THE
SALE AND PROVIDING FOR THE DELIVERY OF THE BONDS TO
SEATTLE - NORTHWEST SECURITIES CORPORATION OF SEATTLE,
WASHINGTON.
Prepared by:
FOSTER PEPPER & SHEFELMAN PLL C
1111 Third Avenue, Suite 3400
Seattle, Washington 98101
(206) 447 -4400
50291591.02
TABLE OF CONTENTS
Section1.
Debt Capacity ............................................................................... ............................... 2
Section 2.
Authorization of Bonds ................................................................ ...............................
2
Section 3.
Description of Bonds ................................................................... ...............................
2
Section 4.
Registration and Transfer of Bonds ............................................. ...............................
3
Section5.
Payment of Bonds ........................................................................ ...............................
5
Section 6.
Redemption Provisions and Open Market Purchase of Bonds ..... ..................3............
5
Section 7.
Notice of Redemption .................................................................. ...............................
7
Section 8
Failure To Redeem Bonds ........................................................... ...............................
8
Section9.
Pledge of Taxes .........................:.................................................. ........................a......
8
Section 10.
Form and Execution of Bonds ..................................................... ...............................
9
Section11.
Bond Registrar ........................................................................... ...............................
10
Section 12.
Preservation of Tax Exemption for Interest on Bonds ............... ...............................
10
Section 13.
Designation of Bonds as "Qualified Tax - Exempt Obligations. .. ....................... ........
11
Section 14.
Refunding or Defeasance of the Bonds ..................................... ...............................
11
Section 15.
Bond Fund and Deposit of Bond Proceeds ................................ ...............................
13
Section 16.
Approval of Bond Purchase Contract ........................................ ...............................
13
Section 17.
Preliminary Official Statement Deemed Final ........................... ...............................
14
Section 18.
Undertaking to Provide Continuing Disclosure ......................... ... .............................
14
Section 19.
Bond Insurance .......................................................................... ...............................
17
Section 20.
Effective Date ............................................................................ ...............................
18
50291591.02
ORDINANCE NO. 3388
AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON,
RELATING TO CONTRACTING INDEBTEDNESS; PROVIDING FOR THE
ISSUANCE OF $2,260,000 PAR VALUE OF LIMITED TAX GENERAL
OBLIGATION BONDS, 2001 SERIES B, OF THE CITY FOR GENERAL CITY
PURPOSES TO PROVIDE FUNDS WITH WHICH TO PURCHASE CERTAIN
PROPERTY; FIXING THE DATE, FORM, MATURITIES, INTEREST RATES,
TERMS AND COVENANTS OF THE BONDS; ESTABLISHING A BOND
REDEMPTION FUND AND A CONSTRUCTION FUND; PROVIDING FOR
BOND INSURANCE; AND APPROVING THE SALE AND PROVIDING FOR
THE DELIVERY OF THE BONDS TO SEATTLE- NORTHWEST SECURITIES
CORPORATION OF SEATTLE, WASHINGTON.
WHEREAS, the City of Edmonds, Washington (the "City"), is in need of purchasing certain
property to be used for park and other purposes, the estimated cost of which is $3,100,000 and the
City does not have available sufficient funds to pay those costs; and
WHEREAS, the City Council is of the opinion that the City should issue its limited tax
general obligation bonds to pay such costs; and
WHEREAS, Financial Security Assurance Inc. (the `Bond Insurer "), has made a
commitment to issue an insurance policy (the "Municipal Bond Insurance Policy ") insuring the
payment when due of the principal of and interest on the Bonds as provided therein, and the City
Council deems that the purchase of the Municipal Bond Insurance Policy is in the best interest of
the City; and
WHEREAS, Seattle- Northwest Securities Corporation has presented a purchase contract
offering to purchase the bonds; NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, DO ORDAIN
AS FOLLOWS:
50291591.02
Section 1. Debt CMacity. The assessed valuation of the taxable property within the City
as ascertained by the last preceding assessment for City purposes for the calendar year 2001 is
$3,260,973,309, and the City has outstanding general indebtedness evidenced by limited tax
general obligation bonds and leases in the principal amount of $12,358,500 incurred within the
limit of up to 1 -1/2% of the value of the taxable property within the City permitted for general
municipal purposes without a vote of the qualified voters therein, unlimited tax general
obligation bonds in the principal amount of $8,600,000 incurred within the limit of up to 2 -1/2%
of the value of the taxable property within the City for capital purposes only, issued pursuant to a
vote of the qualified voters of the City, and the amount of indebtedness for which bonds are
authorized herein to be issued is $2,260,000.
Section 2. Authorization of Bonds. The City shall borrow money on the credit of the
City and issue negotiable limited tax general obligation bonds evidencing that indebtedness in
the amount of $2,260,000 for general City purposes to provide the funds to purchase certain
property for park and other purposes (the "Project ") and to pay the costs of issuance and sale of
the bonds (the "costs of issuance "). The general indebtedness to be incurred shall be within the
limit of up to 1 -1/2% of the value of the taxable property within the City permitted for general
municipal purposes without a vote of the qualified voters therein.
Section 3. Description of Bonds. The bonds shall be called Limited Tax General
Obligation Bonds, 2001 Series B, of the City (the "Bonds "); shall be in the aggregate principal
amount of $2,260,000; shall be dated December 15, 2001; shall be in the denomination of $5,000
or any integral multiple thereof within a single maturity; shall be numbered separately in the
manner and with any additional designation as the Bond Registrar (collectively, the fiscal agent
and co- fiscal agent of the State of Washington) deems necessary for purposes of identification;
shall bear interest (computed on the basis of a 360 -day year of twelve 30 -day months) payable
50291591.02 -2-
semiannually on each June 1 and December 1, commencing June 1, 2002, to the maturity or
earlier redemption of the Bonds; and shall mature on December 1 in years and amounts and bear
interest at the rates per annum as follows:
Maturity
Interest
Years
Amounts
Rates
2002
$70,000
2.65%
2003
75,000
2.90
2004
80,000
3.40
2005
80,000
3.80
2006
85,000
4.10
2007
90,000
4.40
2008
90,000
4.50
2009
95,000
4.60
2010
100,000
4.70
2011
105,000
4.80
2012
110,000
4.90
2017
635,000
5.10
2021
645,000
5.45
The ' life of the Project to be financed with the proceeds of the Bonds exceeds the term of the
Bonds
Section 4. Registration and Transfer of Bonds. The Bonds shall be issued only in
registered form as to both principal and interest and shall be recorded on books or records
maintained by the Bond Registrar (the "Bond Register "). The Bond. Register shall contain the
name and mailing address of the owner of each Bond and the principal amount and number of
each of the Bonds held by each owner.
Bonds surrendered to the Bond Registrar may be exchanged for Bonds in any authorized
denomination of an equal aggregate principal amount and of the same interest rate and maturity.
Bonds may be transferred only if endorsed in the manner provided thereon and surrendered to
the Bond Registrar. Any exchange or transfer shall be without cost to the owner or transferee.
50291591.02 -3-
The Bond Registrar shall not be obligated to exchange or transfer any Bond during the 15 days
preceding any principal payment or redemption date.
The Bonds initially shall be registered in the name of Cede & Co., as the nominee of The
Depository Trust Company, New York, New York ( "DTC "). The Bonds so registered shall be
held in fully immobilized form by DTC as depository in accordance with the provisions of a
Blanket Issuer Letter of Representations dated August 6, 1996, between the City and DTC (as it
may be amended from time to time, the "Letter of Representations "). Neither the City nor the
Bond Registrar shall have any responsibility or obligation to DTC participants or the persons for
whom they act as nominees with respect to the Bonds regarding accuracy of any records
maintained by DTC or DTC participants of any amount in respect of principal of or interest on
the Bonds, or any notice which is permitted or required to be given to registered owners
hereunder (except such notice as is required to be given by the Bond Registrar to DTC).
For as long as any Bonds are held in fully immobilized form, DTC, its nominee or its
successor: depository shall be deemed to be the registered owner for all purposes hereunder and
all references to registered owners, bondowners, bondholders or the like shall mean DTC or its
nominee and shall not mean the owners of any beneficial interests in the Bonds. Registered
ownership of such Bonds, or any portions thereof, may not thereafter be transferred except: (i) to
any successor of DTC or its nominee, if that successor shall be qualified under any applicable
laws to provide the services proposed to be provided by it; (ii) to any substitute depository
appointed by the City or such substitute depository's successor; or (iii) to any person if the
Bonds are no longer held in immobilized form.
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 City that it no longer
wishes to continue the system of book entry transfers through DTC or its successor (or any
50291591.02 1 -4-
substitute depository or its successor), the City may 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.
If (i) DTC or its successor (or substitute depository or its successor) resigns from its
functions as depository, and no substitute depository can be obtained, or (ii) the City determines
that the Bonds are to be in certificated form, the ownership of Bonds may be transferred to any
person as provided herein and the Bonds no longer shall be held in fully immobilized form.
Section 5. Payment of Bonds. 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 paid by
checks or drafts of the Bond Registrar mailed on the interest payment date to the registered
owners at the addresses appearing on the Bond Register on the 15th day of the month preceding
the interest payment date. Principal of the Bonds shall be payable upon presentation and
surrender of the Bonds by the registered owners at either of the principal offices of the Bond
Registrar •at the option of the owners. Notwithstanding the foregoing, for as long as the Bonds
are registered in the name of DTC or its nominee, payment of principal of and interest on the
Bonds shall be made in the manner set forth in the Letter of Representations.
Section 6. Redemption Provisions and Open Market Purchase of Bonds. Bonds maturing
in the years 2002 through 2011, inclusive, shall be issued without the right or option of the City
to redeem those Bonds prior to their stated maturity dates. The City reserves the right and option
to redeem the Bonds maturing on or after December 1, 2012, prior to their stated maturity dates
at any time on or after December 1, 2011, as a whole or in part (within one or more maturities
selected by the City and randomly within a maturity in such manner as the Bond Registrar shall
determine), at par plus accrued interest to the date fixed for redemption.
50291591.02 -5-
Notwithstanding the foregoing, the Bonds shall be subject to redemption at any time, at
the price of par plus accrued interest to the date fixed for redemption, from the proceeds of grants
received by the City for such purpose:
Bonds maturing in 2017 and 2021 are Term Bonds and, if not redeemed under the
optional redemption provisions set forth above or purchased in the open market under the
provisions set forth below, shall be called for redemption randomly (in such manner as the Bond
Registrar shall determine) at par plus accrued interest on December 1 in years and amounts as
follows:
Mandatory Mandatory
Redemption Redemption
Years Amounts
2017 Term Bonds
2013
$115,000
2014
120,000
2015
125,000
2016
135,000
2017 (maturity)
140,000
2021 Term Bonds
2018
150,000
2019
155,000
2020
165,000
2021 (maturity)
175,000
If the City shall redeem Term Bonds under the optional redemption provisions set forth
above or purchase Term Bonds in the open market as set forth below, the par amount of the Term
Bonds so redeemed or purchased (irrespective of their actual redemption or purchase prices) shall
be credited against one or. more scheduled mandatory redemption amounts for those Term Bonds
(as allocated by the City) beginning not earlier than 60 days after the date of the optional
5029J591.02 -6-
redemption or purchase, and the City shall promptly notify the Bond Registrar in writing of the
manner in which the credit for the Term Bonds so redeemed or purchased has been allocated.
Portions of the principal amount of any Bond, in installments of $5,000 or any integral
multiple thereof, may be redeemed. If less than all of the principal amount of any Bond is
redeemed, upon surrender of that Bond at either of the principal offices of the Bond Registrar,
there shall be issued to the registered owner, without charge therefor, a new Bond (or Bonds, at
the option of the registered owner) of the same maturity and interest rate in any of the
denominations authorized by this ordinance in the aggregate principal amount remaining
unredeemed.
The City further reserves the right and option to purchase any or all of the Bonds in the
open market at any time at any price acceptable to the City plus accrued interest to the date of
purchase.
All Bonds purchased or redeemed under this section shall be canceled.
Notwithstanding the foregoing, for as long as the Bonds are registered in the name of
DTC or its nominee, selection of Bonds for redemption shall be in accordance with the Letter of
Representations.
Section 7. Notice of Redem tU ion. The City shall cause notice of any intended
redemption of Bonds to be given not less than 30 nor more than 60 days prior to the date fixed
for redemption by first -class mail, postage prepaid, to the registered owner of any Bond to be
redeemed at the address appearing on the Bond Register at the time the Bond Registrar prepares
the notice, and the requirements of this sentence shall be deemed to have been fulfilled when
notice has been mailed as so provided, whether or not it is actually received by the owner of any
Bond. Interest on Bonds called for redemption shall cease to accrue on the date fixed for
redemption unless the Bond or Bonds called are not redeemed when presented pursuant to the
50291591.02 -7-
call. In addition, the redemption notice shall be mailed within the same period, postage prepaid,
to Moody's Investors Service, Inc., and Standard & Poor's at .their offices in New York,
New York, or their successors, to Seattle- Northwest Securities Corporation, at its principal office
in Seattle, Washington, or its successor, to the Bond Insurer at its principal office in New York,
New York, or its successor, to each NRMSIR or the MSRB and to such other persons and with
such additional information as the City Administrative Services Director shall determine, but
these additional mailings shall not be a condition precedent to the redemption of Bonds.
Notwithstanding the foregoing, for as long as the Bonds are registered in the name of DTC or its
nominee, notice of redemption shall be given in accordance with the Letter of Representations.
Section 8. Failure To Redeem Bonds. If any Bond is not redeemed when properly
presented at its maturity or call date, the City shall be obligated to pay interest on that Bond at
the same rate provided in the Bond from and after its maturity or call date until that Bond, both
principal and interest, is paid in full or until sufficient money for its payment in full is on deposit
in the bond redemption fund hereinafter created and the Bond has been called for payment by
giving notice of that call to the registered owner of each of those unpaid Bonds.
Section 9. Pledge of Taxes. For as long as any of the Bonds are outstanding, the City
irrevocably pledges to include in its budget and levy taxes annually within the constitutional and
statutory tax limitations provided by law without a vote of the electors of the City on all of the
taxable property within the City in an amount sufficient, together with other money legally
available and to be used therefor, to pay when due the principal of and interest on the Bonds, and
the full faith, credit and resources of the City are pledged irrevocably for the annual levy and
collection of those taxes and the prompt payment of that principal and interest. The City further
pledges the proceeds of any grants received by the City for the purchase of park and open space
property to the payment of the principal of and interest on the Bonds.
50291591.02 -8-
Section 10. Form and Execution of Bonds. The Bonds shall be printed or lithographed
on good bond paper in a form consistent with the provisions of this ordinance and state law and
shall be signed by the Mayor and City Clerk; either or both of whose signatures may be manual
or in facsimile, and the seal of the City or a facsimile reproduction thereof shall be impressed or
printed thereon.
Only Bonds bearing a Certificate of Authentication in the following form, manually
signed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the
benefits of this ordinance:
CERTIFICATE OF AUTHENTICATION
This Bond is one of the fully registered City of Edmonds, Washington,
Limited Tax General Obligation Bonds, 2001 Series B, described in the Bond
Ordinance.
WASHINGTON STATE FISCAL AGENT
Bond Registrar
Authorized Signer
The authorized signing of a Certificate of Authentication shall be conclusive evidence that the
Bonds so authenticated have been duly executed, authenticated and delivered and are entitled to the
benefits of this ordinance.
If any officer whose facsimile signature appears on the Bonds ceases to be an officer of
the City authorized to sign bonds before the Bonds bearing his or her facsimile signature are
authenticated or delivered by the Bond Registrar or issued by the City, those Bonds nevertheless
may be authenticated, issued and delivered and, when authenticated, issued and delivered, shall
be as binding on the City as though that person had continued to be an officer of the City
authorized to sign bonds. Any Bond also may be signed on behalf of the City by any person
50291591.02 -9-
who, on the actual date of signing of the Bond, is an officer of the City authorized to sign bonds,
although he or she did not hold the required office on the date of issuance of the Bonds.
Section 11. Bond Registrar. The Bond Registrar shall keep, or cause to be kept, at its
principal corporate trust office, sufficient books for the registration and transfer of the Bonds,
which shall be open to inspection by the City at all times. The Bond Registrar is authorized, on
behalf of the City, to authenticate and deliver Bonds transferred or exchanged in accordance with
the provisions of the Bonds and this ordinance, to serve as the City's paying agent for the Bonds
and to carry out all of the Bond Registrar's powers and duties under this ordinance and City
Ordinance No. 2451 establishing a system of registration for the City's bonds and obligations.
The Bond Registrar shall be responsible for its representations contained in the Bond
Registrar's Certificate of Authentication on the Bonds. The Bond Registrar may become the
owner of Bonds 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
actas members of, or in any other capacity with respect to, any committee formed to protect the
rights of Bond owners.
Section 12. Preservation of Tax Exemption for Interest on Bonds. The City covenants
that it will take all actions necessary to prevent interest on the Bonds from being included in
gross income for federal income tax purposes, and it will neither take any action nor make or
permit any use of proceeds of the Bonds or other funds of the City treated as proceeds of the
Bonds at any time during the term of the Bonds which will cause interest on the Bonds to be
included in gross income for federal income tax purposes. The City also covenants that it will, to
the extent the arbitrage rebate requirement of Section 148 of the Internal Revenue Code of 1986,
as amended (the "Code "), is applicable to the Bonds, take all actions necessary to comply (or to
be treated as having complied) with that requirement in connection with the Bonds, including the
50291591.02 -10-
calculation and payment of any penalties that the City has elected to pay as an alternative to
calculating rebatable arbitrage, and the payment of any other penalties if required under Section
148 of the Code to prevent interest on the Bonds from being included in gross income for federal
income tax purposes. The City certifies that it has not been notified of any listing or proposed
listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage
certifications may not be relied upon.
Section 13. Designation of Bonds as "Qualified Tax -Exem to Obligations." The City has
determined and certifies that (a) the Bonds are not "private activity bonds" within the meaning of
Section 141 of the Code; (b) the reasonably anticipated amount of tax - exempt obligations (other
than private activity bonds and other obligations not required to be included in such calculation)
which the City and any entity subordinate to the City (including any entity which the City
controls, which derives its authority to issue tax - exempt obligations from the City or which
issues tax - exempt obligations on behalf of the City) will issue during the calendar year in which
the Bonds are issued will not exceed $10,000,000; and (c) the amount of tax - exempt obligations,
including the Bonds, designated by the City as "qualified tax - exempt obligations" for the
purposes of Section 265(b)(3) of the Code during the calendar year in which the Bonds are
issued does not exceed $10,000,000. The City designates the Bonds as "qualified tax - exempt
obligations" for the purposes of Section 265(b)(3) of the Code
Section 14. Refunding or Defeasance of the Bonds. The City may issue refunding bonds
pursuant to the laws of the State of Washington or use money available from any other lawful
source to pay when due the principal of and interest on the Bonds, or any portion thereof
included in a refunding or defeasance plan, and to redeem and retire, refund or defease all such
then - outstanding Bonds (hereinafter collectively called the "defeased Bonds ") and to pay the
costs of the refunding or defeasance. If money and/or "government obligations" (as defined in
50291591.02 -11-
chapter 39.53 RCW, as now or hereafter amended) maturing at a time or times and bearing
interest in amounts (together with money, if necessary) sufficient to redeem and retire, refund or
defease the defeased Bonds in accordance with their terms are set aside in a special trust fund or
escrow account irrevocably pledged to that redemption, retirement or defeasance of defeased
Bonds (hereinafter called the "trust account "), then all right and interest of the owners of the
defeased Bonds in the covenants of this ordinance and in the funds and accounts obligated to the
payment of the defeased Bonds shall cease and become void. The owners of defeased Bonds
shall have the right to receive payment of the principal of and interest on the defeased Bonds
from the trust account. The City shall include in the refunding or defeasance plan such
provisions as the City deems necessary for the random selection of any defeased Bonds that
constitute less than all of a particular maturity of the Bonds, for notice of the defeasance to be
given to the owners of the defeased Bonds and to such other persons as the City shall determine,
and for any required replacement of Bond certificates for defeased Bonds. The defeased Bonds
shall :be deemed no longer outstanding, and the City may apply any money in any other fund or
account established for the payment or redemption of the defeased Bonds to any lawful purposes
as it shall determine.
If the Bonds are registered in the name of DTC or its nominee, notice of any defeasance
of Bonds shall be given to DTC in the manner prescribed in the Letter of Representations for
notices of redemption of Bonds.
Notwithstanding anything in this section to the contrary, if the principal of and/or interest
due on the Bonds is paid by the Bond Insurer pursuant to the Municipal Bond Insurance Policy,
the Bonds shall be treated as remaining outstanding for all purposes, not defeased or otherwise
satisfied and shall not be considered paid by the City, and the covenants, agreements and other
obligations of the City to the registered owners of the Bonds shall continue to exist and shall run
50291591.02 -12-
to the benefit of the Bond Insurer, and the Bond Insurer shall be subrogated to the rights of those
registered owners.
Section 15. Bond Fund and Deposit of Bond Proceeds. There is hereby created and
established in the office of the Administrative Services Director of the City a special fund
designated as the Limited Tax General Obligation Bond Fund, 2001 Series B (the "Bond Fund "),
for the purpose of paying principal of and interest on the Bonds. Accrued interest on the Bonds,
if any, received from the sale and delivery of the Bonds shall be paid into the Bond Fund. All
taxes collected for and allocated to the payment of the principal of and interest on the Bonds
shall be deposited in the Bond Fund.
There also shall be created and established in the office of the Administrative Services
Director a special fund designated as the Capital Project Fund, 2001 (the "Construction Fund ").
The principal proceeds received from the sale and delivery of the Bonds shall be paid into the
Construction Fund and used for the purposes specified in Section 2 of this ordinance. Until
needed to pay the costs of the Project and costs of issuance of the Bonds, the City may invest
principal proceeds temporarily in any legal investment, and the investment earnings may be
retained in the Construction Fund and be spent for the purposes of that fund.
Section 16. Approval of Bond Purchase Contract. Seattle - Northwest Securities
Corporation of Seattle, Washington, has presented a purchase contract (the "Bond Purchase
Contract ") to the City offering to purchase the Bonds under the terms and conditions provided in
the Bond Purchase Contract, which written Bond Purchase Contract is on file with the City and is
incorporated herein by this reference. The City Council finds that entering into the Bond
Purchase Contract is in the City's best interest and therefore accepts the offer contained therein
and authorizes its execution by City officials.
50291591.02 -13-
The Bonds will be printed at City expense and will be delivered to the purchaser in
accordance with the Bond Purchase Contract, with the approving legal opinion of Foster
Pepper & Shefelman PLLC, municipal bond counsel of Seattle, Washington, regarding the
Bonds.
The proper City officials are authorized and directed to do everything necessary for the
prompt delivery of the Bonds to the purchaser and for the proper application and use of the
proceeds of the sale thereof.
Section 17. Preliminary Official Statement Deemed Final. The City Council has been
provided with copies of a preliminary official statement dated December 5, 2001 (the
"Preliminary Official Statement "), prepared in connection with the sale of the Bonds. For the
sole purpose of the Bond purchaser's compliance with Securities and Exchange Commission
Rule 15c2- 12(b)(1), the City "deems final" that Preliminary Official Statement as of its date,
except for the omission of information as to offering prices, interest rates, selling compensation,
aggregate principal amount, principal amount per maturity, maturity dates, options of
redemption, delivery dates, ratings and other terms of the Bonds dependent on such matters.
Section 18. Undertaking to Provide Continuing Disclosure. To meet the requirements of
United States Securities and Exchange Commission ( "SEC ") Rule 15c2- 12(b)(5) (the "Rule "), as
applicable to a participating underwriter for the Bonds, the City makes the following written
undertaking (the 'Undertaking") for the benefit of holders of the Bonds:
(a) Undertaking to Provide Annual Financial Information and Notice of
Material Events. The City undertakes to provide or cause to be provided, either
directly or through a designated agent:
(i) To each nationally recognized municipal securities
information repository designated by the SEC in accordance with the Rule
( "NRMSIlZ ") and to a state information depository, if any, established in the
State of Washington (the "SID") annual financial information and operating
data of the type included in the final official statement for the Bonds and
described in subsection (b) of this section ( "annual financial information");
50291591.02 -14-
(ii) To each NRMSIR or the Municipal Securities Rulemaking
Board ( "MSRB "), and to the SID, timely notice of the occurrence of any of
the following events with respect to the Bonds, if material: (1) principal and
interest payment delinquencies; (2) non - payment related defaults; (3)
unscheduled draws on debt service reserves reflecting financial difficulties;
(4) unscheduled draws on credit enhancements reflecting financial
difficulties; (5) substitution of credit or liquidity providers, or their failure to
perform; (6) adverse tax opinions or events affecting the tax- exempt status of
the Bonds; (7) modifications to rights of holders of the Bonds; (8) Bond calls
(other than scheduled mandatory redemptions of Term Bonds); (9)
defeasances; (10) release, substitution, or sale of property securing
repayment of the Bonds; and (11) rating changes; and
(iii) To each NRMSIR or to the MSRB, and to the SID, timely
notice of a failure by the City to provide required annual financial
information on or before the date specified in subsection (b) of this section.
(b) Type of Annual Financial Information Undertaken to be Provided.
The annual financial information that the City undertakes to provide in subsection
(a) of this section:
(i) Shall consist of (1) annual financial statements prepared
(except as noted in the financial statements) in accordance with generally
accepted accounting principles applicable to governmental units, as such
principles may be changed from time to time and as permitted by State law,
which statements may not be audited, except, however, that if and when
audited financial statements are otherwise prepared and available to the City
they will be provided; (2) a statement of authorized, issued and outstanding
general obligation debt of the City; (3) the assessed value of the property
within the City subject to ad valorem taxation; and (4) ad valorem tax levy
rates and amounts and percentage of taxes collected;
(ii) Shall be provided to each NRMSIR and the SID, not later
than the last day of the ninth month after the end of each fiscal year of the
City (currently, a fiscal year ending December 31), as such fiscal year may
be changed as required or permitted by State law, commencing with the
City's fiscal year ending December 31, 2001; and
(iii) May be provided in a single or multiple documents, and may
be incorporated by reference to other documents that have been filed with
each NRMSIR and the SID, or, if the document incorporated by reference is
a "final official statement" with respect to other obligations of the City, that
has been filed with the MSRB.
(c) Amendment of Undertaking. The 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,
50291591.02 -15-
participating underwriter, rating agency, NRMSIR, the SID or the MSRB, under the
circumstances and in the manner permitted by the Rule.
The City will give notice to each NRMSIR or the MSRB, and the SID, of the
substance (or provide a copy) of any amendment to the 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.
(d) Beneficiaries. The Undertaking evidenced by this section shall inure
to the benefit of the City and any holder of Bonds, and shall not inure to the benefit
of or create any rights in any other person.
(e) Termination of Undertaking. The City's obligations under this
Undertaking shall terminate upon the legal defeasance of all of the Bonds. In
addition, the City's obligations under this Undertaking shall terminate if those
provisions of the Rule which require the City 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 City, and the City provides timely notice of
such termination to each NRMSIR or the MSRB and the SID.
(f) Remedy for Failure to Comply with Undertaking. As soon as
practicable after the City learns of any failure to comply with the Undertaking, the
City will proceed with due diligence to cause such noncompliance to be corrected.
No failure by the City or other obligated person to comply with the Undertaking
shall constitute a default in respect of the Bonds. The sole remedy of any holder of a
Bond shall be to take such actions as that holder deems necessary, including seeking
an order of specific performance from an appropriate court, to compel the City or
other obligated person to comply with the Undertaking.
(g) Designation of Official Responsible to Administer Undertaking. The
Administrative Services Director of the City (or such other officer of the City who
may in the future perform the duties of that office) or his or her designee is
authorized and directed in his or her discretion to take such further actions as may be
necessary, appropriate or convenient to carry out the Undertaking of the City in
respect of the Bonds set forth in this section and in accordance with the Rule,
including, without limitation, the following actions:
(i) Preparing and filing the annual financial information
undertaken to be provided;
(ii) Determining whether any event specified in subsection (a)
has occurred, assessing its materiality with respect to the Bonds, and, if
material, preparing and disseminating notice of its occurrence;
50291591.02 -16-
(iii) Determining whether any person other than the City is an
"obligated person" within the meaning of the Rule with respect to the Bonds,
and obtaining from such person an undertaking to provide any annual
financial information and notice of material events for that person in
accordance with the Rule;
(iv) Selecting, engaging and compensating designated agents and
consultants, including but not limited to financial advisors and legal counsel,
to assist and advise the City in carrying out the Undertaking; and
(v) Effecting any necessary amendment of the Undertaking.
Section 19. Bond Insurance. The City Council finds that it is in the City's best interest to
purchase, and that a savings will result from purchasing, the Municipal Bond Insurance Policy
for the Bonds. The Mayor is hereby authorized to execute the Bond Insurer's Municipal Bond
Insurance Commitment. The City shall purchase from the Bond Insurer the Municipal Bond
Insurance Policy insuring the prompt payment of the principal of and interest on the Bonds and
agrees to the conditions for obtaining that policy, including the payment of the premium therefor.
50291591.02 -17- -
Section 20. Effective Date. This ordinance shall take effect and be in force from and
after its passage and five (5) days following its publication as required by law.
APPROVED:
MAY OK, 6AVIIA ENSON
ATTEST /AUTHENTICATED:
'z- Cyr.
CITY CLERK, SANDRA S. CHASE
APPROVED AS TO
FOSTER P1YP15ER & SHEFELMAN PLLC
Bond Counsel
Filed with the City Clerk:
12/11/2001
Passed by the City Council:
12/ 11/ 2001
Published:
12/14/2001
Effective Date:
12/19/2001
Ordinance No.:
3388
50291591.02 -18-
SUMMARY OF ORDINANCE NO. 3388
of the City of Edmonds, Washington
On the 11th day of December, 2001, the City Council of the City of Edmonds,
passed Ordinance No. 3388. A summary of the content of said ordinance, consisting of
the title, provides as follows:
AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON, RELATING TO
CONTRACTING INDEBTEDNESS; PROVIDING FOR THE ISSUANCE OF $2,260,000
PAR VALUE OF LIMITED TAX GENERAL OBLIGATION BONDS, 2001 SERIES B, OF
THE CITY FOR GENERAL CITY PURPOSES TO PROVIDE FUNDS WITH WHICH TO
PURCHASE CERTAIN PROPERTY; FIXING. THE DATE, FORM, MATURITIES,
INTEREST RATES, TERMS AND COVENANTS OF THE BONDS; ESTABLISHING A
BOND REDEMPTION FUND AND A CONSTRUCTION FUND; PROVIDING FOR BOND
INSURANCE; AND APPROVING THE SALE AND PROVIDING FOR THE DELIVERY
OF THE BONDS TO SEATTLE - NORTHWEST SECURITIES CORPORATION OF
SEATTLE, WASHINGTON.
The full text of this Ordinance will be mailed upon request.
DATED this 12th day of December, 2001.
z L'6�
CITY CLERK, SANDRA S. CHASE
CERTIFICATION
I, the undersigned, City Clerk of the City of Edmonds, Washington (the "City "), hereby
certify as follows:
1. The attached copy of Ordinance No. 3388 (the "Ordinance ") is a full, true and correct
copy of an ordinance duly passed at a regular meeting of the City Council of the City held at the
regular meeting place thereof on December 11, 2001, as that ordinance appears on the minute
book of the City; and the Ordinance will be in full force and effect five days after the publication
of its summary in the City's official newspaper.
2. Written notice specifying the time and place of the special meeting and noting the
business to be transacted was given to all members of the City Council by mail or by personal
delivery at least 24 hours prior to the special meeting, a true and complete copy of which notice
is attached hereto as Appendix l;
3. No local radio or television stations, or newspapers of general circulation, have on
file with the City a written request to be notified of any special meetings. Written notice of the
special meeting was given to each local radio or television station and to each newspaper of
general circulation to which such notice customarily is given;
4. A quorum of the members of the City Council was present throughout the meeting
and a majority of those members present voted in the proper manner for the passage of the
Ordinance.
IN WITNESS WHEREOF, I have hereunto set my hand this day of December,
2001.
CITY OF EDMONDS, WASHINGTON
SANDRA S. CHASE, City Clerk
50291591.02
Affidavit of Publication
STATE OF WASHINGTON,
COUNTY OF SNOHOMISH S.S.
The undersigned, being first duly sworn on oath deposes and says that she is
Principal Clerk of THE HERALD, a daily newspaper printed and published
in the City of Everett, County of Snohomish, and State of Washington; that
said newspaper is a newspaper of general circulation in said County and
State; that said newspaper has been approved as a legal newspaper by order
of the Superior Court of Snohomish County and that the notice
City of Edmonds
Summary of Ordinance No. 3388
of me t,n .
On the 11th day o December, 2001, the City Council of
Ordinance No. 3388. A
the City of Edmonds, passed
summary of the content of said ordinance, consisting of
the title, provides as follows:
AN ORDINANCE OF THE CITY OF EDMONDS,
CONTRACTING
a printed copy of which is hereunto attached, was published in said newspaper
WASHINGTON PROVIDING RELATING FOR THISSUANCE of
AX GENERAL
GATION BONDS, 2001 SERIES BT OF THE CITY
proper and not in supplement form, in the regular and entire edition of said
OBL
FOR GENERAL CITY PURPOSES TO PROVIDE FUNDS
PURCHASE CERTAIN PROPERTY;
WITH EREST
FIXING THEHDAOTE, FORM, MATURITIES, II
AND COVENANTS OF THE BONDS;
paper on the following days and times, namely-
RATES, TERMS
ESTABLISHING A BOND REDEMPTION FUND AND A
CONSTRUCTION FUND; PROVIDING FOR BOND
THr SALE AND
December 14,2001
OF SEATTLE, VVNDr11'— �
The full text of this Ordinance will be mailed upon
request.
DATED this 12th day CITY CLERK, SANDRA S. CHASE
Published: December 14, 2001. _—f
and that said newspaper was regularly distributed to its subscribers during
all of said period.
Subscribed and sworn to before me this 14th
day of December, 2001
Public in and for the State
Snohomish County.
RVCEIVE®
DEC 18 2001
EDMONDS CITY CLERK
,,��aes((e��e�rrrsrr
.��,� 04.7 QL.• �f6F
resa6ingaf�,4;SSrp'*` -1
o O 0'. �
A'vr� .
o .—i • � �' o m • g.
a