2021-10-12 City Council - Full S Agenda-29871.
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o Agenda
Edmonds City Council
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CALL TO ORDER
ROLL CALL
APPROVAL OF THE AGENDA
EXECUTIVE SESSION: PENDING OR POTENTIAL LITIGATION PER RCW 42.30.110(1)(1)
RECONVENE IN OPEN SESSION. POTENTIAL ACTION AS A RESULT OF MEETING IN EXECUTIVE
SESSION
COUNCIL BUSINESS
1. Development Services Director- Appointment Confirmation and Employment Agreement (5 min)
2. Request to approve vacation accrual for Safety & Disaster Coordinator candidate (5 min)
3. Final Bond Ordinance (15 min)
4. Complaint Against a Public Officer (30 min)
ADJOURNMENT (9:00 PM)
Edmonds City Council Agenda
October 12, 2021
Page 1
6.1
City Council Agenda Item
Meeting Date: 10/12/2021
Development Services Director- Appointment Confirmation and Employment Agreement
Staff Lead: Jessica Neill Hoyson
Department: Human Resources
Preparer: Jessica Neill Neill Hoyson
Background/History
After a comprehensive recruitment and interview process, Mayor Mike Nelson has selected Susan
McLaughlin as his appointee to the regular position of Development Services Director.
Upon the retirement of the Development Services Director at the end of June, the City undertook the
process to solicit applications for the regular appointment to the Development Services Director
position.
City staff conducted the required recruitment process. The position was posted on 5/21/21 on the City
website, professional organization sites, Association of Washington Cities job site, and Indeed.
A total of 18 applications were received prior to the deadline for first review. Of those applications, 5
met the minimum qualifications for the position. Those who passed the minimum qualifications were
then asked to submit written response to a supplemental question, 4 candidates completed this step of
the process. After review of the written responses, 3 candidates were advanced for interview.
On 8/5/21 candidates were interviewed by a panel consisting of the HR Director, Parks & Recreation
Director, Public Works Director and former Development Services Director. The three candidates were
then interviewed by the Mayor who then advanced all three for Council interview.
Prior to scheduling Council interviews, one candidate withdrew their application for the position. The
two remaining candidates were interviewed by Council on 9/20/21 and the Council approved moving
forward with two candidates at that time. The Mayor solicited feedback from City Council prior to
making a final appointment decision.
Reference checks have been completed by City staff and the required background has been processed
by the City's third -party background check contractor. Ms. McLaughlin has passed all parts of the
background and reference process.
Staff Recommendation
Considering Ms. McLaughlin's experience, education, background, and the results of her reference
checks, Mayor Nelson seeks confirmation of the appointment of Susan McLaughlin to the Development
Services Director position effective November 16, 2021 along with approval of the corresponding
employment agreement.
Narrative
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6.1
Attached is the employment agreement for Susan McLaughlin. It should be noted that the following
items are included in the agreement:
The Employee will receive a one-time payment of Eight Thousand Dollars ($8,000.00) in lieu of
moving expenses, to be paid in her first paycheck. This payment is considered a taxable benefit.
(Payment of $8,000 was provided to the Director of Parks and Recreation in 2020 as part of her
employment agreement for moving expenses)
The Employee shall be subject to a six-month probationary period. During which probationary
period, should the Mayor terminate the Employee without cause, her severance pay shall be
limited to the amount of salary up to three (3) months and all leave earned by her during the
term of this Agreement.
After the probationary period has expired, in the event the Employee is removed from office
and her employment is terminated other than for cause, she will receive severance pay equal to:
three (3) months' salary and payment for any accrued but unused leave as per Chapter 2.35 of
the EMC. Employees removed and terminated for cause, including but not limited to
malfeasance in office or conviction of a felony, will not be eligible for severance pay
In addition, the Employee will be granted a bank of 10 days (80 hours) of vacation leave and five
days (40 hours) of sick leave at the beginning of her employment. The Employee will be eligible
to use vacation and sick leave banks at the start of her employment. The Employee will
thereafter accrue vacation and sick leave as provided in Chapter 2.35 EMC. (Chief of Police was
provide a bank of 80 hours vacation and 40 hours sicke at hire as part of her employment
agreement)
Attachments:
DRAFT Susan McLaughlin Employment Agreement 10.7.2021
Packet Pg. 3
6.1.a
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is entered into by and between Susan
McLaughlin (the "Employee") and the City of Edmonds, a Washington municipal
corporation (the "City"), to describe the terms and conditions of the Employee's
appointment to the position of, and employment as, the City's Director of Development
Services.
WHEREAS, the City desires to employ the services of the Employee as the Director of
Development Services of the City of Edmonds, pursuant to the terms of this Agreement
and as provided by the Edmonds City Code ("ECC"); and
WHEREAS, it is the desire of the City to provide certain benefits, establish certain
conditions of employment, and to set working conditions of the Employee; and
WHEREAS, the parties acknowledge that the Employee is appointed by the Mayor,
subject to City Council approval; that the Employee will serve at the pleasure of the Mayor;
and that nothing herein is intended to modify the Employee's at -will status; and
WHEREAS, it is the desire of the Employee to accept employment as the Director of
Development Services under the terms provided herein;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties agree as follows:
1. Appointment and Effective Date
In accordance with RCW 35A.12.090 and ECC 2.10.010, the Mayor appoints, and the
City Council confirms, the Employee as the Director of Development Services for an
indefinite term commencing November 16, 2021.
2. Qualifications
The Employee affirms that she possesses the education, training and experience which
are an essential condition of the Employee's appointment and employment.
3. Duties and Authority
The Director of Development Services is a department head position with executive
management responsibility for Development Services. As the Director of Development
Services, the Employee will devote her full time and attention to faithfully perform the
duties thereof, which include but are not limited to management of all activities related
to the following:
Under administrative direction, plans, organizes, controls and directs the
Development Services functions and programs of the City; provides internal
consulting assistance to the City's management and supervisory staff on a
variety of Development Services matters; supervises and evaluates the
Packet Pg. 4
6.1.a
performance of assigned personnel. Directors are responsible for the
operations of the departments and may delegate signing authority except as
limited by the provisions of the Edmonds City Code or state or federal law.
In addition, this position will perform such other duties as may be assigned by the
Mayor. The Employee's position is FLSA-exempt and not eligible for overtime. It is
recognized that the Employee must devote time outside the normal office hours to the
business of the City.
4. Salary
The Employee will be paid at Range 20, Step 7, which is an annual salary of $167,524
for 2021, and which will be pro -rated and paid in periodic installments consistent with
the City's normal payroll procedures. This salary may be subject to step adjustments,
market adjustments, and/or annual COLA adjustment, as determined by City Policy,
City Code, the City Council and/or the Mayor. In addition, in lieu of moving expenses,
the Employee will receive a one-time payment of $8,000, to be paid in her first
paycheck, less all applicable taxes.
5. Benefits
Holidays and Leaves
The Employee will be granted or accrue holidays, vacation, sick leave and other leave
as provided in Chapter 2.35 ECC and City policy. The City has twelve (12) paid
holidays, and the Employee will receive vacation leave at the rate of twenty-two (22)
days per year. The Employee will be granted a bank of ten (10) days (80 hours) of
vacation leave and five (5) days (40 hours) of sick leave at the beginning of her
employment. The Employee will be eligible to use vacation and sick leave banks at the
start of her employment. The Employee will thereafter accrue vacation and sick leave
as provided in Chapter 2.35 EMC. The Employee is also entitled to twenty-four (24)
hours of management leave per year.
Insurance
The Employee will be provided the same medical, dental, disability, life insurance and
other insurance benefits as other management level employees.
Retirement
The Employee may elect to participate in one of the City's deferred compensation
programs, and is required to participate in the Municipal Employees Benefit Trust
(which is provided in lieu of federal Social Security) on the same terms as other City
employees. These programs are in addition to the mandatory DRS-managed retirement
plan, if any, applicable to the Employee's position.
Automobile and Travel
The Employee will be reimbursed for reasonable and necessary travel and business
expenses in accordance with the City's reimbursable expense policy and state and
federal law.
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6.1.a
Professional Organization and Development
Within departmental budget limitations, the City will pay the Employee's annual dues
for membership(s) in the professional organization(s) necessary for accomplishing the
Employee's duties and responsibilities as Director of Development Services.
6. Performance Appraisals
The Mayor will review the Employee's performance in May 2022 and each subsequent
January thereafter.
7. Termination and Severance Pay
The Employee is employed at -will, and the Mayor may remove her from the position
of Director of Development Services and terminate her appointment at any time, with
or without cause. The Employee is subject to a six (6) month probationary period.
In the event the Employee is terminated either during probation or after, without cause,
she will receive severance pay equal to three (3) months' salary and payment for any
accrued but unused leave per Chapter 2.35 ECC. Employees removed and terminated
for cause, including but not limited to malfeasance in office or conviction of a felony,
will not be eligible for severance pay.
In the event the Employee voluntarily resigns and gives at least two (2) weeks advance
notice in writing, she will be paid at separation for unused leave as provided in Chapter
2.35 ECC. The Mayor may waive the notice requirement in the case of resignation due
to health or family emergency.
8. Indemnification
The City will defend, save harmless and indemnify the Employee as set forth in Chapter
2.06 ECC, or any amendment thereof, with respect to claims and/or litigation resulting
from any conduct, acts or omissions arising from the scope or course of the Employee's
service to or employment with the City.
9. Entire Agreement/Modification/Severability
This Agreement constitutes the entire agreement between the parties and supersedes
any other agreements, oral or written. This Agreement may be amended or modified
only with the written concurrence of both parties. If any clause, section, sentence or
provision of this Agreement is ultimately held invalid by a court or tribunal of
competent jurisdiction, such invalidation will not affect the validity of any other clause,
section, sentence or provision.
10. Notices
Notices pursuant to this Agreement will be given, by deposit in the custody of the
United States Postal Service, postage prepaid, addressed as follows:
Packet Pg. 6
6.1.a
CITY OF EDMONDS: Office of the Mayor
City of Edmonds
121 Fifth Avenue North
Edmonds, WA 98020
EMPLOYEE: Susan McLaughlin
21001 Pioneer Way
Edmonds, WA 98026
11.Opportunity to Confer with Independent Counsel
In signing below, the Employee expressly represents and affirms that the City Attorney
was not acting as the Employee's counsel in drafting this Agreement and that the
Employee had the opportunity to consult with independent counsel in reviewing and
deciding to execute this Agreement.
DATED this day of , 2021.
CITY OF EDMONDS EMPLOYEE
Michael Nelson, Mayor Susan McLaughlin
ATTEST/AUTHENTICATED:
Scott Passey, City Clerk
APPROVED AS TO FORM:
Office of the City Attorney
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6.2
City Council Agenda Item
Meeting Date: 10/12/2021
Request to approve vacation accrual for Safety & Disaster Coordinator candidate
Staff Lead: Jessica Neill Hoyson
Department: Human Resources
Preparer: Jessica Neill Neill Hoyson
Background/History
After a thorough search, a final selection for the Safety & Disaster Coordinator position has been
selected. This applicant brings over 30 years of emergency management and safety experience.
Highlights of his career include, Deputy Director of Emergency Management for Grays Harbor County,
Washington State Earthquake Early Warning Coordinator for the Cascadia region, as well as holding
multiple progressively responsible positions in fire services including Fire Commissioner and Fire Chief.
The candidate also holds a Masters in Pubic Administration from the Evergreen State College.
Per City Personnel Policy 8.2, with approval of the Mayor, we are seeking Council approval to place this
candidate at 21 days of vacation accrual per year in accordance with the schedule established in ECC
2.35.030 (2) for non -represented employees in non -management positions who have 12 through 19
years of experience with the City.
Staff Recommendation
Approve the requested vacation accrual of 21 days per year for the Safety & Disaster Coordinator
candidate
Narrative
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6.3
City Council Agenda Item
Meeting Date: 10/12/2021
Final Bond Ordinance
Staff Lead: Dave Turley
Department: Administrative Services
Preparer: Dave Turley
Background/History
On August 10, 2021 the Edmonds City Council approved the refunding of certain outstanding bonds, as
well as issuing new bonds to help fund capital projects. Tonight we are bringing the final Bond
Ordinance to Council for approval.
Staff Recommendation
Please review the attached ordinance. Recommendation by staff is to approve the Ordinance as
presented.
Narrative:
On August 10, 2021 the Edmonds City Council approved the refunding of certain outstanding bonds, as
well as issuing new bonds to help fund capital projects. Namely, three separate items were approved:
A. Refunding of outstanding Water and Sewer Revenue Bonds - 2011
B. Advance refund and restructure a portion of the City's Limited Tax General Obligation Refunding
Bonds - 2021 (on behalf of the Edmonds Public Facilities District)
C. Issue new bonds for Civic Field and other capital improvements
City staff has been working diligently with our bond counsel and bond advisors to move the process
along. One of the steps in issuing and refunding bonds is the passing by Council of a Bond Ordinance.
After having a first reading and discussion of the Ordinance in Council meeting on October 5, Staff is
asking for the Ordinance to be approved tonight.
Attachments:
Edmonds 2021 Bonds bond ordinance
Packet Pg. 9
6.3.a
CITY OF EDMONDS, WASHINGTON
ORDINANCE NO.
AN ORDINANCE of the City of Edmonds, Washington, relating to
contracting indebtedness; providing for the issuance, sale, and delivery of one or
more series of limited tax general obligation improvement and refunding bonds
for the purpose of providing the funds necessary: (1) to finance improvements to
Civic Park and other capital projects, (2) to refund certain outstanding water and
sewer revenue bonds of the City, (3) to refund certain outstanding limited tax
general obligation bonds of the City, and (4) to pay the costs of issuance and sale
of the bonds; fixing or setting parameters with respect to certain terms and
covenants of the bonds; appointing the City's designated representative to approve c
the final terms of the sale of the bonds; authorizing the execution and delivery of
an amendment to Interlocal Agreement for Development of the Edmonds Centre O
for the Arts; and providing for other related matters. c
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Passed October 12, 2021
This document prepared by:
Foster Garvey P. C.
1111 Third Avenue, Suite 3000
Seattle, Washington 98101
(206) 447-4400
FG:54375381.2 Packet Pg. 10
6.3.a
TABLE OF CONTENTS*
Page
Section1.
Definitions............................................................................................................... 1
Section 2.
Findings and Determinations..................................................................................
6
Section 3.
Purpose and Authorization of Bonds......................................................................
7
Section 4.
Description of the Bonds; Appointment of Designated Representative .................
8
Section 5.
Registrar; Registration and Transfer of Bonds .......................................................
8
Section 6.
Form and Execution of Bonds................................................................................
9
Section 7.
Payment of Bonds.................................................................................................
10
Section 8.
Funds and Accounts; Deposit of Proceeds............................................................
10
Section 9.
Redemption Provisions and Purchase of Bonds ...................................................
11
Section 10.
Failure To Pay Bonds............................................................................................
12
Section 11.
Security for the Bonds..........................................................................................
12
Section 12.
Tax Covenants; Designation of Tax -Exempt Bonds as "Qualified Tax -
ExemptObligations."............................................................................................
13
Section 13.
Refunding or Defeasance of the Bonds................................................................
13
Section 14.
Refunding Plans....................................................................................................
14
Section 15.
Sale and Delivery of the Bonds............................................................................
17
Section 16.
Official Statement; Continuing Disclosure...........................................................
17
Section 17.
Amendatory Ordinances.......................................................................................
18
Section 18.
Amendment of County PFD Interlocal Agreement ..............................................
18
Section 19.
General Authorization and Ratification................................................................
18
Section20.
Severability...........................................................................................................
19
Section 21.
Effective Date of Ordinance.................................................................................
19
Exhibit A Parameters for Final Terms
Exhibit B Form of Undertaking to Provide Continuing Disclosure
Exhibit C Form of Second Amendment to County PFD Interlocal Agreement
* The cover page, table of contents and section headings of this ordinance are for convenience of
reference only, and shall not be used to resolve any question of interpretation of this ordinance.
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FG:54375381.2 Packet Pg. 11
6.3.a
CITY OF EDMONDS, WASHINGTON
ORDINANCE NO.
AN ORDINANCE of the City of Edmonds, Washington, relating to
contracting indebtedness; providing for the issuance, sale, and delivery of one or
more series of limited tax general obligation improvement and refunding bonds
for the purpose of providing the funds necessary: (1) to finance improvements to
Civic Park and other capital projects, (2) to refund certain outstanding water and
sewer revenue bonds of the City, (3) to refund certain outstanding limited tax
general obligation bonds of the City, and (4) to pay the costs of issuance and sale
of the bonds; fixing or setting parameters with respect to certain terms and
covenants of the bonds; appointing the City's designated representative to approve
the final terms of the sale of the bonds; authorizing the execution and delivery of
an amendment to Interlocal Agreement for Development of the Edmonds Centre
for the Arts; and providing for other related matters.
THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, DO ORDAIN
AS FOLLOWS:
Section 1. Definitions. As used in this ordinance, the following capitalized terms shall
have the following meanings:
(a) "2011 Bond Ordinance " means Ordinance No. 3863, passed on December 6, 2011.
(b) "2011 Bonds" means the City's Water and Sewer Improvement and Refunding
Revenue Bonds, 2011, issued pursuant to the 2011 Bond Ordinance.
(c) "2011 Redemption Date" means, unless otherwise specified in the Bond Purchase
Contract, December 1, 2021.
(d) "2011 Refunded Bonds" means the 2011 Refunding Candidates selected by the
Designated Representative to be refunded with the proceeds of the 2011 Refunding Bonds.
(e) "2011 Refunding Bond" means each Bond issued to carry out the 2011 Refunding
Plan.
(f) "2011 Refunding Candidates " means the 2011 Bonds stated to mature in the years
2022 through 2027, inclusive, 2029, and 2031.
(g) "2011 Refunding Plan " means:
(1) the deposit with the registrar for the 2011 Bonds (or, if so
determined by the Designated Representative, with the Refunding Trustee) of
proceeds of the 2011 Refunding Bonds (together with other money of the City, if
so determined by the Designated Representative);
FG:54375381.2 Packet Pg. 12
6.3.a
(2) the purchase by the Refunding Trustee of Acquired Obligations (if
so determined by the Designated Representative) and the application of the
principal of and interest on any such Acquired Obligations and any other such
money of the City to the call, payment, and redemption of the 2011 Refunded
Bonds on the 2011 Redemption Date at a price equal to the principal amount of the
2011 Refunded Bonds plus accrued interest; and
(3) the payment of the costs of issuing the 2011 Refunding Bonds and
the costs of carrying out the foregoing elements of the 2011 Refunding Plan.
(h) "2012 Bond Ordinance " means Ordinance No. 3862, passed on December 6, 2011.
(i) "2012 Bonds " means the City's Limited Tax General Obligation Refunding Bonds,
2012, issued pursuant to the 2012 Bond Ordinance. c
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(j) "2012 Redemption Date" means December 1, 2022. O
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(k) "2012 Refunded Bonds" means the 2012 Refunding Candidates selected by the m
Designated Representative to be refunded with the proceeds of the 2012 Refunding Bonds.
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(1) "2012 Refunding Bond" means each Bond issued to carry out the 2012 Refunding
Plan.
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(m) "2012 Refunding Candidates " means the portions of the 2012 Bonds stated to 0
mature on December 1 in the following principal amounts in the following years:
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Principal 0
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Year Amount
2021
$400,000
2022
430,000
2023
455,000
2024
480,000
2025
510,000
2026
310,000
(n) "2012 Refunding Plan " means:
(1) the deposit with the Refunding Trustee of proceeds of the 2012
Refunding Bonds (together with other legally available funds, if so determined by
the Designated Representative);
(2) the purchase by the Refunding Trustee of Acquired Obligations;
(3) the application of the principal of and interest on such Acquired
Obligations and other such money of the City to the payment of principal of and
interest on the 2012 Refunded Bonds when due up to and including the 2012
Redemption Date and the call, payment, and redemption of the then -outstanding
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FG:54375381.2 Packet Pg. 13
6.3.a
2012 Refunded Bonds on the 2012 Redemption Date at a price equal to the principal
amount of such 2012 Refunded Bonds plus accrued interest; and
(3) the payment of the costs of issuing the 2012 Refunding Bonds and
the costs of carrying out the foregoing elements of the 2012 Refunding Plan.
(o) `Acquired Obligations" means the United States Treasury Certificates of
Indebtedness, Notes, and Bonds —State and Local Government Series and other direct, noncallable
obligations of the United States of America purchased to carry out the 2011 Refunding Plan (if so
determined by the Designated Representative) and the 2012 Refunding Plan.
(p) `Authorized Denomination" means $5,000 or any integral multiple thereof within
a maturity of a Series.
(q) `Beneficial Owner" means, with respect to a Bond, the owner of any beneficial
interest in the Bond, and includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares (1) voting power that includes
the power to vote, or to direct the voting of, the Bond, and/or (2) investment power that includes
the power to dispose, or to direct the disposition of, the Bond.
(r) "Bond" means each bond issued pursuant to and for the purposes provided in this
ordinance.
(s) "Bond Counsel" means the firm of Foster Garvey P.C., its successor, or any other
attorney or firm of attorneys selected by the City with a nationally recognized standing as bond
counsel in the field of municipal finance.
(t) `Bond Fund" means the Limited Tax General Obligation Bond Fund, 2021, of the
City created for the payment of the principal of and interest on the Bonds.
(u) `Bond Purchase Contract" means an offer to purchase a Series, setting forth
certain terms and conditions of the issuance, sale, and delivery of the Series, which offer is
authorized to be accepted by the Designated Representative on behalf of the City, if consistent
with this ordinance. In the case of a competitive sale, the official notice of sale, the Purchaser's
bid, and the award by the City shall constitute the Bond Purchase Contract for purposes of this
ordinance.
(v) `Bond Register" means the books or records maintained by the Registrar for the
purpose of identifying ownership of each Bond.
(w) "City" means the City of Edmonds, Washington, a municipal corporation duly
organized and existing under the laws of the State.
(x) "City Council" means the legislative authority of the City, as duly and regularly
constituted from time to time.
(y) "Code" means the United States Internal Revenue Code of 1986, as amended, and
applicable rules and regulations promulgated thereunder.
FG:54375381.2 Packet Pg. 14
6.3.a
(z) "County PFD" means the Snohomish County Public Facilities District.
(aa) "County PFD Interlocal Agreement" means the Interlocal Agreement for
Development of the Edmonds Centre for the Arts, dated November 4, 2002, by and among the
City, the Edmonds PFD, the County PFD, and the County, and recorded under County recording
number 200211060003, as amended by the First Amendment thereto, Addendum No. 1 thereto,
Addendum No. 2 thereto, and Addendum No. 3 thereto, and as it may hereafter be amended in
accordance with its terms.
(bb) "DTC" means The Depository Trust Company, New York, New York, or its
nominee.
(cc) "Designated Representative" means the officer of the City appointed in Section 4
to serve as the City's designated representative in accordance with RCW 39.46.040.
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(dd) "Edmonds PFD" means the Edmonds Public Facilities District.
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(ee) "Final Terms" means the terms and conditions for the sale of a Series, including
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the amount, date or dates, denominations, interest rate or rates, payment dates, final maturity,
redemption rights, price, and other terms or covenants, including minimum savings for refunding
bonds (if the refunding bonds are issued for savings purposes).
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(ff) "Finance Director" means the Finance Director of the City or any other City
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official who succeeds the duties now delegated to that office, or the designee of such officer. �°
(gg) "Fiscal Agent" means the fiscal agent of the State, as the same may be designated
by the State from time to time. M
(hh) "Government Obligations " means direct obligations of, or obligations the payment
of principal of and interest on which are unconditionally guaranteed by, the United States of
America.
(ii) "Intergovernmental Payments " means the amounts received by the City from the
Edmonds PFD and the County PFD under the County PFD Interlocal Agreement.
0j) "Issue Date " means, with respect to a Bond, the date of initial issuance and delivery
of the Bond to the Purchaser in exchange for the purchase price of the Bond.
(kk) "Letter of Representations" means the Blanket Issuer Letter of Representations
between the City and DTC, dated August 6, 1996, as it may be amended from time to time, and
any successor or substitute letter relating to the operational procedures of the Securities
Depository.
(11) "MSRB" means the Municipal Securities Rulemaking Board.
(mm) "Municipal Advisor" means Northwest Municipal Advisors of Bellevue,
Washington, or any other municipal advisor then appointed and acting as municipal advisor to the
City.
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FG:54375381.2 Packet Pg. 15
6.3.a
(nn) "Official Statement" means an offering document, disclosure document, private
placement memorandum, or substantially similar disclosure document provided to purchasers and
potential purchasers in connection with the initial offering of a Series in conformance with
Rule 15c2-12 or other applicable regulations of the SEC.
(oo) "Owner" means, with respect to a Bond and without distinction, the Registered
Owner and the Beneficial Owner.
(pp) `Project" means improvements to Civic Park and other capital projects, as deemed
necessary and advisable by the City. Incidental costs incurred in connection with carrying out and
accomplishing the Project, consistent with RCW 39.46.070, including costs of issuance and sale
of the Project Bonds, may be included as costs of the Project.
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(qq) "Project Bond" means each Bond issued to finance the Project. c
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(rr) "Project Fund" means the fund or account designated or created by the Finance O
Director for the purpose of carrying out the Project. c
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(ss) "Purchaser" means, with respect to a Series, the financial institution or institutions
selected by the Designated Representative to serve as purchaser in a private placement, underwriter
or placement agent in a negotiated sale, or awarded as the successful bidder in a competitive sale
of the Series. 0
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(tt) "Rating Agency " means any nationally recognized rating agency then maintaining �°
a rating on the Bonds at the request of the City.
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(uu) "Real Estate Excise Taxes" means the proceeds of the real estate excise taxes m°
imposed by the City under RCW 82.41.010. N
(vv) "Record Date" means the Registrar's close of business on the 15th day of the
month preceding an interest payment date. With respect to redemption of a Bond prior to its
maturity, "Record Date" means the Registrar's close of business on the date on which the Registrar
sends the notice of redemption in accordance with Section 9.
(ww) "Refunding Trust Agreement" means a refunding trust or escrow agreement
between the City and the Refunding Trustee, dated the Issue Date, providing for the carrying out
of the 2011 Refunding Plan (if so determined by the Designated Representative) and the 2012
Refunding Plan.
(xx) "Refunding Trustee" means U.S. Bank National Association, serving as refunding
trustee to carry out the 2011 Refunding Plan (if so determined by the Designated Representative)
and the 2012 Refunding Plan.
(yy) "Registered Owner" means, with respect to a Bond, the person in whose name the
Bond is registered on the Bond Register. For so long as the City utilizes the book -entry only system
for the Bonds under the Letter of Representations, "Registered Owner" means the Securities
Depository.
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6.3.a
(zz) `Registrar" means the Fiscal Agent, or any successor Registrar selected by the
City.
(aaa) `Rule 15c2-12" means Rule 15c2-12 promulgated by the SEC under the Securities
Exchange Act of 1934, as amended.
(bbb) "SEC" means the United States Securities and Exchange Commission.
(ccc) "Securities Depository" means DTC, any successor thereto, any substitute
securities depository selected by the City that is qualified under applicable laws and regulations to
provide the services proposed to be provided by it, or the nominee of any of the foregoing.
(ddd) "Series " means a series of the Bonds issued pursuant to this ordinance.
(eee) "State " means the State of Washington.
(fff) "System of Registration " means the system of registration for the City's bonds and
other obligations set forth in Ordinance No. 2451 of the City.
(ggg) "Tax -Exempt" means, with respect to a Bond, that interest on the Bond is intended,
as of the Issue Date, to be excluded from gross income for federal income tax purposes.
(hhh) "Term Bond" means each Bond designated as a Term Bond and subject to
mandatory redemption in the years and amounts set forth in the Bond Purchase Contract.
(iii) "Undertaking" means the undertaking to provide continuing disclosure entered
into pursuant to Section 16.
Section 2. Findings and Determinations. The City takes note of the following facts
and makes the following findings and determinations:
(a) Authority for Project. The City is in need of certain improvements to Civic Park
and other capital projects. The City Council therefore finds that it is in the best interests of the City
to finance the Project.
(b) Authority to Finance Project. Pursuant to applicable law, including chapters 35.37,
39.36, 39.44, 39.46, and 39.52 RCW, the City is authorized to issue general obligation bonds for
the purpose of financing the Project.
(c) Refunding of 2011 Refunded Bonds. The City Council finds that it is in the best
interests of the City and its taxpayers to issue the 2011 Refunding Bonds to carry out the 2011
Refunding Plan if, in the determination of the Designated Representative, a savings will be effected
by the difference between the principal and interest cost over the life of the 2011 Refunding Bonds
and the principal and interest cost over the life of the 2011 Refunded Bonds but for such refunding,
as set forth in Exhibit A. The City Council further finds that a 2011 Refunding Plan approved by
the Designated Representative in accordance with this ordinance will discharge and satisfy the
obligations, pledges, charges, trusts, covenants, and agreements of the City under the 2011 Bond
Ordinance as to the 2011 Refunded Bonds, and the 2011 Refunded Bonds shall no longer be
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6.3.a
deemed to be outstanding immediately upon the deposit of the money specified in the 2011
Refunding Plan with the registrar for the 2011 Bonds (or, if so determined by the Designated
Representative, with the Refunding Trustee).
(d) Authority to Carry Out 2011 Refunding Plan. Pursuant to applicable law, including
chapters 35.37, 39.36, 39.44, 39.46, 39.52, and 39.53 RCW, the City is authorized to issue general
obligation bonds for the purpose of carrying out the 2011 Refunding Plan.
(e) Refunding of 2012 Refunded Bonds. The Edmonds PFD, as obligor on the 2012
Refunded Bonds, has requested that the City carry out the 2012 Refunding Plan to modify debt
service requirements. The City Council finds that it is in the best interests of the City and its
taxpayers and of the Edmonds PFD and its taxpayers to issue the 2012 Refunding Bonds to carry
out the 2012 Refunding Plan to modify debt service requirements. The City Council further finds
that a 2012 Refunding Plan approved by the Designated Representative in accordance with this
ordinance will discharge and satisfy the obligations, pledges, charges, trusts, covenants, and
agreements of the City under the 2012 Bond Ordinance as to the 2012 Refunded Bonds, and the
2012 Refunded Bonds shall no longer be deemed to be outstanding immediately upon the deposit
of the money specified in the 2012 Refunding Plan with the Refunding Trustee.
(f) Authority to Carry Out 2012 Refunding Plan. Pursuant to applicable law, including
chapters 35.37, 39.36, 39.44, 39.46, 39.52, and 39.53 RCW, the City is authorized to issue general
obligation bonds for the purpose of carrying out the 2012 Refunding Plan.
(g) Debt Capacity. Based on the following facts, the principal amount of Bonds
authorized to be issued pursuant to this ordinance is within the amount permitted to be issued by
the City for general municipal purposes without a vote:
(1) The assessed valuation of the taxable property within the City as ascertained
by the last preceding assessment for City purposes for collection in the calendar year 2021 is
$11,648,792,913.
(2) As of December 31, 2020, the City had limited tax general obligation
indebtedness outstanding (consisting of bonds, loans, and a nonexchange financial guarantee) in
the principal amount of $9,741,038, which was incurred within the limit of up to 11/2% of the value
of the taxable property within the City permitted for general municipal purposes without a vote
($174,731,893).
(3) As of December 31, 2020, the City had no unlimited tax general obligation
indebtedness outstanding.
Section 3. Purpose and Authorization of Bonds. The City is authorized to borrow
money on the credit of the City and issue negotiable limited tax general obligation improvement
and refunding bonds evidencing indebtedness in one or more Series in aggregate principal amount
not to exceed the amount set forth in Appendix A to provide funds necessary to finance the Project,
carry out the 2011 Refunding Plan, and carry out the 2012 Refunding Plan. The proceeds of the
Project Bonds shall be deposited as set forth in Section 8(b) and shall be used to carry out the
Project, or a portion of the Project, in such order of time as the City determines is advisable and
practicable. The proceeds of the 2011 Refunding Bonds shall be deposited as set forth in Section 14
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FG:54375381.2 Packet Pg. 18
6.3.a
and shall be used to carry out the 2011 Refunding Plan. The proceeds of the 2012 Refunding Bonds
shall be deposited as set forth in Sections 14 and shall be used to carry out the 2012 Refunding
Plan.
Section 4. Description of the Bonds; Appointment of Designated Representative. The
Finance Director, or the Assistant Finance Director in the absence of the Finance Director, is
appointed as Designated Representative and is authorized and directed to conduct the sale of the
Bonds in the manner and upon the terms deemed most advantageous to the City, and to approve
the Final Terms of each Series, with such additional terms and covenants as the Designated
Representative deems advisable, within the parameters set forth in Exhibit A, which is attached to
this ordinance and incorporated by this reference.
Section 5. Registrar; Registration and Transfer of Bonds.
(a) Registration of Bonds. Each Bond shall be issued only in registered form as to both
principal and interest and the ownership of each Bond shall be recorded on the Bond Register.
(b) Registrar; Duties. The Fiscal Agent is appointed as initial Registrar. The Registrar
shall keep, or cause to be kept, sufficient books for the registration and transfer of the Bonds, which
shall be open to inspection by the City at all times. The 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 Registrar's powers and duties under this ordinance and the System of Registration. The
Registrar shall be responsible for its representations contained in the Registrar's Certificate of
Authentication on each Bond. The Registrar may become an Owner with the same rights it would
have if it were not the Registrar and, to the extent permitted by law, may act as depository for and
permit any of its officers or directors to act as members of, or in any other capacity with respect
to, any committee formed to protect the rights of Owners.
(c) Bond Register; Transfer and Exchange. The Bond Register shall contain the name
and mailing address of each Registered Owner and the principal amount and number of each Bond
held by each Registered Owner. A Bond surrendered to the Registrar may be exchanged for a Bond
or Bonds in any Authorized Denomination of an equal aggregate principal amount and of the same
Series, maturity, and interest rate. A Bond may be transferred only if endorsed in the manner
provided thereon and surrendered to the Registrar. Any exchange or transfer shall be without cost
to the Owner or transferee. The Registrar shall not be obligated to exchange any Bond or transfer
registered ownership during the period between the applicable Record Date and the redemption
date.
(d) Securities Depository; Book -Entry Only Form. If a Bond is to be issued in book -
entry form, DTC shall be appointed as initial Securities Depository and the Bond initially shall be
registered in the name of Cede & Co., as the nominee of DTC. Each Bond registered in the name
of the Securities Depository shall be held fully immobilized in book -entry only form by the
Securities Depository in accordance with the provisions of the Letter of Representations.
Registered ownership of any Bond registered in the name of the Securities Depository may not be
transferred except: (i) to any successor Securities Depository; (ii) to any substitute Securities
Depository appointed by the City; or (iii) to any person if the Bond is no longer to be held in book-
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6.3.a
entry only form. Upon the resignation of the Securities Depository, or upon a termination of the
services of the Securities Depository by the City, the City may appoint a substitute Securities
Depository. If (i) the Securities Depository resigns and the City does not appoint a substitute
Securities Depository, or (ii) the City terminates the services of the Securities Depository, the
Bonds no longer shall be held in book -entry only form and the registered ownership of each Bond
may be transferred to any person as provided in this ordinance.
Neither the City nor the Registrar shall have any obligation to participants of any Securities
Depository or the persons for whom they act as nominees regarding accuracy of any records
maintained by the Securities Depository or its participants. Neither the City nor the Registrar shall
be responsible for any notice that is permitted or required to be given to a Registered Owner of a
Bond registered in the name of the Securities Depository except such notice as is required to be
given by the Registrar to the Securities Depository.
Section 6. Form and Execution of Bonds.
(a) Form of Bonds; Signatures and Seal. Each Bond shall be prepared in a form
consistent with the provisions of this ordinance and State law. Each Bond shall be signed by the
Mayor and the 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. If
any officer whose manual or facsimile signature appears on a Bond ceases to be an officer of the
City authorized to sign bonds before the Bond bearing manual or facsimile signature of such officer
is authenticated by the Registrar, or issued or delivered by the City, the Bond 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 who, on the actual
date of signing of the Bond, is an officer of the City authorized to sign bonds, although such officer
did not hold the required office on its Issue Date.
(b) Required Statement on 2012 Refunding Bonds. Each 2012 Refunding Bond shall
include on such Refunding 2012 Bond and in any Official Statement for the sale of any such 2012
Refunding Bond substantially the following statement, as required by Section CA of the County
PFD Interlocal Agreement:
The 2012 Refunding Bonds are obligations of the City, payable from
payments transferred to the City by the Edmonds PFD, from certain real
estate excise tax receipts, and from other money of the City legally available
therefor. The 2012 Refunding Bonds are not obligations of the Edmonds
PFD, the County or the County PFD.
The Edmonds PFD, the County, and the County PFD are political
subdivisions of the state of Washington separate from the City. All
liabilities incurred by the City incurred in connection with the Edmonds
PFD shall be satisfied exclusively from the assets, credit, and property of
the City and no creditor or other person shall have any right of action against
or recourse to the Edmonds PFD (except to the extent of required payments
under the County PFD Interlocal Agreement), the County PFD, the County,
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FG:54375381.2 Packet Pg. 20
6.3.a
or any of their respective assets, credit or services on account of any debts,
obligations, liabilities, or omissions of the City.
The County PFD is a municipal corporation organized under
RCW 36.100.010 and Amended Ordinance No. 01-041 of Snohomish
County. Amended Ordinance No.01-041 expressly provides: "All
liabilities incurred by the [County PFD] shall be satisfied exclusively from
the assets, credit, and property of the [County PFD] and no creditor or other
person shall have any right of action against or recourse to the County, its
assets, credit, or services on account of any debts, obligations, liabilities, or
omissions of the [County PFD]."
(c) Authentication. Only a Bond bearing a Certificate of Authentication in
substantially the following form, manually signed by the 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
[Improvement and] [Refunding] Bonds, [Series and other designation], described in the Bond
Ordinance." The authorized signing of a Certificate of Authentication shall be conclusive evidence
that the Bond so authenticated has been duly executed, authenticated, and delivered and is entitled
to the benefits of this ordinance.
Section 7. Payment of Bonds. Principal of and interest on each Bond shall be payable
in lawful money of the United States of America. Principal of and interest on each Bond registered
in the name of the Securities Depository are payable in the manner set forth in the Letter of
Representations. Interest on each Bond not registered in the name of the Securities Depository is
payable by electronic transfer on the interest payment date, or by check or draft of the Registrar
mailed on the interest payment date, to the Registered Owner at the address appearing on the Bond
Register on the Record Date. The City is not required to make electronic transfers except pursuant
to a request by a Registered Owner in writing received on or prior to the Record Date and at the
sole expense of the Registered Owner. Principal of each Bond not registered in the name of the
Securities Depository is payable upon presentation and surrender of the Bond by the Registered
Owner to the Registrar. The Bonds are not subject to acceleration under any circumstances.
Section 8. Funds and Accounts; Deposit of Proceeds.
(a) Bond Fund. The Bond Fund is created as a special fund of the City for the purpose
of paying principal of and interest on the Bonds. All amounts allocated to the payment of the
principal of and interest on the Bonds shall be deposited in the Bond Fund as necessary for the
timely payment of amounts due with respect to the Bonds. The principal of and interest on the
Bonds shall be paid out of the Bond Fund. Until needed for that purpose, the City may invest
money in the Bond Fund temporarily in any legal investment, and the investment earnings shall
be retained in the Bond Fund and used for the purposes of the Bond Fund.
(b) Project Fund. The Project Fund is authorized to be created as a fund of the City
for the purpose of paying the costs of the Project. Proceeds received from the sale of the Project
Bonds shall be deposited into the Project Fund and used to pay the costs of the Project, including
costs of issuance and of the Project Bonds. If so provided in the Refunding Trust Agreement,
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FG:54375381.2 Packet Pg. 21
6.3.a
proceeds of the Project Bonds to be used to pay costs of issuance and sale of the Project Bonds
may be deposited with the Refunding Trustee for that purpose. Until needed to pay such costs, the
City may invest those proceeds temporarily in any legal investment, and the investment earnings
shall be retained in the Project Fund and used for the purposes of the Project Fund, except that
earnings subject to a federal tax or rebate requirement (if applicable) may be withdrawn from the
Project Fund and used for those tax or rebate purposes.
Section 9. Redemption Provisions and Purchase of Bonds.
(a) Optional Redemption. The Bonds shall be subject to redemption at the option of
the City on terms acceptable to the Designated Representative, as set forth in the Bond Purchase
Contract, consistent with the parameters set forth in Exhibit A.
(b) Mandatory Redemption. Each Bond that is designated as a Term Bond in the Bond
Purchase Contract, consistent with the parameters set forth in Exhibit A and except as set forth
below, shall be called for redemption at a price equal to the stated principal amount to be redeemed,
plus accrued interest, on the dates and in the amounts as set forth in the Bond Purchase Contract.
If a Term Bond is redeemed under the optional redemption provisions, defeased, or purchased by
the City and surrendered for cancellation, the principal amount of the Term Bond so redeemed,
defeased, or purchased (irrespective of its actual redemption or purchase price) shall be credited
against one or more scheduled mandatory redemption installments for that Term Bond. The City
shall determine the manner in which the credit is to be allocated and shall notify the Registrar in
writing of its allocation prior to the earliest mandatory redemption date for that Term Bond for
which notice of redemption has not already been given.
(c) Selection of Bonds for Redemption; Partial Redemption. If fewer than all of the
outstanding Bonds are to be redeemed at the option of the City, the City shall select the Series and
maturities to be redeemed. If fewer than all of the outstanding Bonds of a maturity of a Series are
to be redeemed, the Securities Depository shall select Bonds registered in the name of the
Securities Depository to be redeemed in accordance with the Letter of Representations, and the
Registrar shall select all other Bonds to be redeemed as specified by the Designated Representative
in such manner as the City directs and as the Registrar shall determine. All or a portion of the
principal amount of any Bond that is to be redeemed may be redeemed in any Authorized
Denomination. If less than all of the outstanding principal amount of any Bond is redeemed, upon
surrender of that Bond to the Registrar, there shall be issued to the Registered Owner, without
charge, a new Bond (or Bonds, at the option of the Registered Owner) of the same Series, maturity,
and interest rate in any Authorized Denomination in the aggregate principal amount to remain
outstanding.
(d) Notice of Redemption. Notice of redemption of each Bond registered in the name
of the Securities Depository shall be given in accordance with the Letter of Representations. Notice
of redemption of each other Bond, unless waived by the Registered Owner, shall be given by the
Registrar not less than 20 nor more than 60 days prior to the date fixed for redemption by first-
class mail, postage prepaid, to the Registered Owner at the address appearing on the Bond Register
on the Record Date. The requirements of the preceding sentence shall be satisfied when notice has
been mailed as so provided, whether or not it is actually received by an Owner. In addition, the
redemption notice shall be mailed or sent electronically within the same period to the MSRB (if
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6.3.a
required under the Undertaking), to each Rating Agency, and to such other persons and with such
additional information as the Finance Director shall determine, but these additional mailings shall
not be a condition precedent to the redemption of any Bond.
(e) Rescission of Optional Redemption Notice. In the case of an optional redemption,
the notice of redemption may state that the City retains the right to rescind the redemption notice
and the redemption by giving a notice of rescission to the affected Registered Owners at any time
on or prior to the scheduled optional redemption date. Any notice of optional redemption that is
so rescinded shall be of no effect, and each Bond for which a notice of optional redemption has
been rescinded shall remain outstanding.
(f) Effect of Redemption. Interest on each Bond duly called for redemption shall cease
to accrue on the date fixed for redemption, unless either the notice of optional redemption is
rescinded as set forth in subsection (e) of this Section, or money sufficient to effect such
redemption is not on deposit in the Bond Fund or in a trust account established to refund or defease
the Bond.
(g) Purchase of Bonds. The City reserves the right to purchase any or all of the Bonds
offered to the City or in the open market at any time at any price acceptable to the City plus accrued
interest to the date of purchase.
Section 10. Failure To Pay Bonds. If the principal of any Bond is not paid when the
Bond is properly presented at its maturity or date fixed for redemption, 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
date fixed for redemption 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 Fund, or in a trust account
established to refund or defease the Bond, and the Bond has been called for payment by giving
notice of that call to the Registered Owner.
Section 11. Security for the Bonds.
(a) Pledge of Taxes. The Bonds constitute a general indebtedness of the City and are
payable from tax revenues of the City and such other money as is lawfully available and pledged
by the City for the payment of principal of and interest on the Bonds. For so long as any of the
Bonds are outstanding, the City irrevocably pledges that it shall, in the manner provided by law
within the constitutional and statutory limitations provided by law without the assent of the voters,
include in its annual property tax levy amounts sufficient, together with other money that is
lawfully available, to pay the principal of and interest on the Bonds as the same become due. The
full faith, credit, and resources of the City are pledged irrevocably for the prompt payment of the
principal of and interest on the Bonds, and such pledge shall be enforceable in mandamus against
the City.
(b) Payment of the 2011 Refunding Bonds. Without limiting the provisions of
subsection (a) of this Section, the City intends that principal of and interest on the 2011 Refunding
Bonds be paid from Net Revenue of the Water and Sewer Utility, as such terms are defined in and
in accordance with, the ordinances of the City authorizing the issuance of its outstanding water
and sewer revenue bonds, including Ordinance No. 4197, passed on October 13, 2020.
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FG:54375381.2 Packet Pg. 23
(c) Additional Pledge to the 2012 Refunding Bonds. As required by the County PFD
Interlocal Agreement, the City expressly pledges to the payment of the principal of and interest on
the 2012 Refunding Bonds the following resources, in the following order: (1) the
Intergovernmental Payments received by the City under the County PFD Interlocal Agreement as
a result of the sales tax collected by the Edmonds PFD; (2) the Real Estate Excise Taxes; and
(3) the Intergovernmental Payments received by the City under the County PFD Interlocal
Agreement as a result of the sales tax collected by the County PFD.
Section 12. Tax Covenants; Designation of Tax -Exempt Bonds as "Qualified Tax -
Exempt Obligations."
(a) Preservation of Tax Exemption for Interest on Tax -Exempt Bonds. The City will
take all actions necessary to prevent interest on the Tax -Exempt Bonds from being included in
gross income for federal income tax purposes, and it will neither take any action nor make or c
permit any use of proceeds of the Bonds or other funds of the City treated as proceeds of the Bonds o
that will cause interest on the Tax -Exempt Bonds to be included in gross income for federal income
tax purposes. The City will, to the extent the arbitrage rebate requirements of section 148 of the 0
Code are applicable to the Tax -Exempt Bonds, take all actions necessary to comply (or to be 0°
treated as having complied) with those requirements in connection with the Tax -Exempt Bonds.
c
0
(b) Post -Issuance Compliance. The Finance Director is authorized and directed to
review and update the City's written procedures to facilitate compliance by the City with the o`
covenants in this Section and the applicable requirements of the Code that must be satisfied after c
the Issue Date to prevent interest on the Tax -Exempt Bonds from being included in gross income
for federal tax purposes.
c
0
(c) Designation of Tax -Exempt Bonds as "Qualified Tax -Exempt Obligations." A m
Series of Tax -Exempt Bonds may be designated as "qualified tax-exempt obligations" for the N
CD
purposes of section 265(b)(3) of the Code, if the following conditions are met: N
(1) the Series does not constitute "private activity bonds" within the meaning
of section 141 of the Code;
(2) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds and other obligations not required to be included in such calculation) that
the City and any entity subordinate to the City (including any entity that the City controls, that
derives its authority to issue tax-exempt obligations from the City, or that issues tax-exempt
obligations on behalf of the City) will issue during the calendar year in which the Series is issued
will not exceed $10,000,000 (or such other amount that may on the Issue Date be in effect under
the Code); and
(3) the amount of tax-exempt obligations, including the Series, 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 Series is issued does not exceed $10,000,000 (or such other
amount that may on the Issue Date be in effect under the Code).
Section 13. Refunding or Defeasance of the Bonds. The City may issue refunding
bonds pursuant to State law or use money available from any other lawful source to carry out a
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FG:54375381.2 Packet Pg. 24
6.3.a
refunding or defeasance plan, which may include (a) paying when due the principal of and interest
on any or all of the Bonds (the "defeased Bonds"); (b) redeeming the defeased Bonds prior to their
maturity; and (c) paying the costs of the refunding or defeasance. If the City sets aside in a special
trust fund or escrow account irrevocably pledged to that redemption or defeasance (the "trust
account"), money and/or Government Obligations maturing at a time or times and bearing interest
in amounts sufficient to redeem, refund, or defease the defeased Bonds in accordance with their
terms, 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. Thereafter, the Registered Owners of defeased Bonds shall have the right
to receive payment of the principal of and interest on the defeased Bonds solely from the trust
account and the defeased Bonds shall be deemed no longer outstanding. In that event, the City may
apply money remaining in any fund or account (other than the trust account) established for the
payment or redemption of the defeased Bonds to any lawful purpose.
Unless otherwise specified by the City in a refunding or defeasance plan, notice of
refunding or defeasance shall be given, and selection of Bonds for any partial refunding or
defeasance shall be conducted, in the manner prescribed in this ordinance for the redemption of
Bonds.
Section 14. Refunding Plans.
lans.
(a) Appointment of Refunding Trustee. U.S. Bank National Association is appointed
as Refunding Trustee.
(b) Use of 2011 Refunding Bond Proceeds. The proceeds of the sale of the 2011
Refunding Bonds shall be deposited immediately upon the receipt thereof with the registrar for the
2011 Bonds (or, if so determined by the Designated Representative, with the Refunding Trustee)
and used to discharge the obligations of the City relating to the 2011 Refunded Bonds under the
2011 Bond Ordinance by providing for the payment of the amounts required to be paid by the 2011
Refunding Plan. As determined by the Designated Representative, such obligations shall be
discharged fully by either (i) the payment when due by the registrar for the 2011 Refunded Bonds
of the amount required to be paid by the 2011 Refunding Plan or (ii) to the extent practicable, the
Refunding Trustee's simultaneous purchase of Acquired Obligations, bearing such interest and
maturing as to principal and interest in such amount and at such time so as to provide, together
with a beginning cash balance, if necessary, for the payment of the amount required to be paid by
the 2011 Refunding Plan. Any such Acquired Obligations shall be listed and more particularly
described in an exhibit to be attached to the Refunding Trust Agreement, but are subject to
substitution as set forth in subsection (d) of this Section. Any 2011 Refunding Bond proceeds or
other such money deposited with the Refunding Trustee not needed to carry out the 2011
Refunding Plan shall be returned to the City as soon as practicable after the Issue Date and
deposited in the Bond Fund to pay interest on the Bonds on the first interest payment date.
(c) Use of 2012 Refunding Bond Proceeds. The proceeds of the sale of the 2012
Refunding Bonds shall be deposited immediately upon the receipt thereof with the Refunding
Trustee and used to discharge the obligations of the City relating to the 2012 Refunded Bonds
under the 2012 Bond Ordinance by providing for the payment of the amounts required to be paid
by the 2012 Refunding Plan. To the extent practicable, such obligations shall be discharged fully
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FG:54375381.2 Packet Pg. 25
6.3.a
by the Refunding Trustee's simultaneous purchase of Acquired Obligations, bearing such interest
and maturing as to principal and interest in such amounts and at such times so as to provide,
together with a beginning cash balance, if necessary, for the payment of the amounts required to
be paid by the 2012 Refunding Plan. Such Acquired Obligations shall be listed and more
particularly described in an exhibit to be attached to the Refunding Trust Agreement, but are
subject to substitution as set forth in subsection (d) of this Section. Any 2012 Refunding Bond
proceeds or other such money deposited with the Refunding Trustee not needed to carry out the
2012 Refunding Plan shall be returned to the City as soon as practicable after the Issue Date and
deposited in the Bond Fund to pay interest on the Bonds on the first interest payment date.
(d) Substitution of Acquired Obligations. Prior to the purchase of any Acquired
Obligations by the Refunding Trustee, the City reserves the right to substitute other direct,
noncallable obligations of the United States of America ("Substitute Obligations") for any of the
Acquired Obligations and to use any savings created thereby for any lawful City purpose if, (i) in
the opinion of Bond Counsel, the interest on the Tax -Exempt Bonds, the 2011 Refunded Bonds,
and the 2012 Refunded Bonds will remain excluded from gross income for federal income tax
purposes under sections 103, 148, and 149(d) of the Code, and (ii) such substitution will not impair
the timely payment of the amounts required to be paid by the Refunding Plan, as verified by a
nationally recognized independent certified public accounting firm.
After the purchase of the Acquired Obligations by the Refunding Trustee, the City reserves
the right to substitute therefor cash or Substitute Obligations subject to the conditions that such
cash or Substitute Obligations will be sufficient to carry out the 2011 Refunding Plan and the 2012
Refunding Plan, that such substitution will not cause the Tax -Exempt Bonds, the 2011 Bonds, or
the 2012 Bonds to be arbitrage bonds within the meaning of section 148 of the Code and
regulations thereunder in effect on the date of such substitution and applicable to obligations issued
on the issue dates of the Bonds, the 2011 Bonds, and the 2012 Bonds, as applicable, and that the
City obtain, at its expense: (i) a verification by a nationally recognized independent firm acceptable
to the Refunding Trustee confirming that the payments of principal of and interest on the Substitute
Obligations, if paid when due, and any other money held by the Refunding Trustee will be
sufficient to carry out the 2011 Refunding Plan and the 2012 Refunding Plan; and (ii) an opinion
of Bond Counsel that the disposition and substitution or purchase of such Substitute Obligations,
under the statutes, rules, and regulations then in force and applicable to the Tax -Exempt Bonds,
will not cause the interest on the Tax -Exempt Bonds, the 2011 Refunded Bonds, or the 2012
Refunded Bonds to be included in gross income for federal income tax purposes and that such
disposition and substitution or purchase is in compliance with the statutes and regulations
applicable to the Tax -Exempt Bonds. Any surplus money resulting from the sale, transfer, other
disposition, or redemption of the Acquired Obligations and the substitutions therefor shall be
released from the trust estate and transferred to the City to be used for any lawful City purpose.
(e) Administration of Refunding Plan. The Refunding Trustee is authorized and
directed to purchase the Acquired Obligations (or Substitute Obligations), if so directed by the
Designated Representative, and to make the payments required to be made by the 2011 Refunding
Plan (if so determined by the Designated Representative) and the 2012 Refunding Plan from the
Acquired Obligations (or Substitute Obligations) and money deposited with the Refunding Trustee
pursuant to this ordinance. All Acquired Obligations (or Substitute Obligations) and the money
deposited with the Refunding Trustee and any income therefrom shall be held irrevocably,
15
FG:54375381.2 Packet Pg. 26
6.3.a
invested, and applied in accordance with the provisions of the 2011 Bond Ordinance (if so
determined by the Designated Representative) and the 2012 Bond Ordinance, this ordinance,
chapter 39.53 RCW and other applicable statutes of the State, and the Refunding Trust Agreement.
(f) Authorization for Refunding Trust Agreement. The Finance Director is authorized
and directed to execute and deliver to the Refunding Trustee a Refunding Trust Agreement setting
forth the duties, obligations, and responsibilities of the Refunding Trustee in connection with
carrying out the 2011 Refunding Plan (if so determined by the Designated Representative) and the
2012 Refunding Plan.
(g) Authorization for Replacement 2012 Bonds. The City may issue replacement 2012
Bonds in principal amounts reflecting the principal amount of the 2012 Refunded Bonds and the
2012 Bonds to remain outstanding. The replacement bonds shall be printed, executed, and
authenticated as provided in the 2012 Bond Ordinance.
(h) Calls for Redemption of Refunded Bonds. The City calls the 2011 Refunded Bonds
for redemption on the 2011 Redemption Date. Such call for redemption shall be irrevocable after
the delivery of the 2011 Refunding Bonds to the Purchaser. The City calls the 2012 Refunded
Bonds stated to mature after the 2012 Redemption Date for redemption on the 2012 Redemption
Date. Such call for redemption shall be irrevocable after the delivery of the 2012 Refunding Bonds
to the Purchaser. The proper City officials are authorized and directed to give or cause to be given
such notices as required, at the times and in the manner required by the 2011 Bond Ordinance to
effect the redemption prior to their maturity of the 2011 Refunded Bonds and by the 2012 Bond
Ordinance to effect the redemption prior to their maturity of the 2012 Refunded Bonds.
(i) Findings with Respect to 2011 Refunding Plan. Prior to approving the sale of the
2011 Refunding Bonds, the Designated Representative shall make the following determinations in
writing if in the judgment of the Designated Representative the following conditions are satisfied:
(1) the savings that will be effected (as measured by the difference between the principal and
interest cost over the life of the 2011 Refunding Bonds and the principal and interest cost over the
life of the 2011 Refunded Bonds, but for such refunding) shall be equal to at least the percentage
savings set forth in Exhibit A, and in making such determination, the Designated Representative
shall give consideration to the fixed maturities of the 2011 Refunding Bonds and the 2011
Refunded Bonds, the costs of issuance of the 2011 Refunding Bonds, and the known earned
income from the investment of the proceeds of the 2011 Refunding Bonds, if any, pending
redemption of the 2011 Refunded Bonds; and (2) the 2011 Refunding Plan will provide sufficient
funds to discharge and satisfy the obligations of the City under the 2011 Bond Ordinance, and in
making such determination, the Designated Representative may rely upon a verification by a
nationally recognized independent certified public accounting firm or a certification of the
Municipal Advisor.
0) Finding with Respect to 2012 Refunding Plan. Prior to approving the sale of the
2012 Refunding Bonds, the Designated Representative shall determine in writing that the 2012
Refunding Plan will provide sufficient funds to discharge and satisfy the obligations of the City
under the 2012 Bond Ordinance, and in making such determination, the Designated Representative
may rely upon a verification by a nationally recognized independent certified public accounting
firm.
16
FG:54375381.2 Packet Pg. 27
6.3.a
Section 15. Sale and Delivery of the Bonds.
(a) Manner of Sale of Bonds; Delivery of Bonds. The Designated Representative is
authorized to sell each Series by private placement, negotiated sale, or competitive sale in
accordance with a notice of sale consistent with this ordinance, based on the assessment of the
Designated Representative of market conditions, in consultation with appropriate City officials
and staff, Bond Counsel, the Municipal Advisor, and other advisors. In determining the method of
sale of a Series and accepting the Final Terms, the Designated Representative shall take into
account the factors that, in the judgment of the Designated Representative, may be expected to
result in the lowest true interest cost to the City.
(b) Procedure for Private Placement or Negotiated Sale. If the Designated
Representative determines that a Series is to be sold by private placement or negotiated sale, the
Designated Representative shall select one or more Purchasers with which to negotiate such sale.
The Bond Purchase Contract for each Series shall set forth the Final Terms. The Designated
Representative is authorized to execute the Bond Purchase Contract on behalf of the City, so long
as the terms provided therein are consistent with the terms of this ordinance.
(c) Procedure for Competitive Sale. If the Designated Representative determines that
a Series is to be sold by competitive sale, the Designated Representative shall cause the preparation
of an official notice of bond sale setting forth parameters for the Final Terms and any other bid
parameters that the Designated Representative deems appropriate consistent with this ordinance.
Bids for the purchase of each Series shall be received at the time or place and by the means as the
Designated Representative directs. On the date and time established for the receipt of bids, the
Designated Representative (or the designee of the Designated Representative) shall open bids and
shall cause the bids to be mathematically verified. The Designated Representative is authorized to
award, on behalf of the City, the winning bid and accept the winning bidder's offer to purchase
the Series, with such adjustments to the aggregate principal amount and principal amount per
maturity as the Designated Representative deems appropriate, consistent with the terms of this
ordinance, and the official notice of sale, the Purchaser's bid, and the award by the City shall
constitute the Bond Purchase Contract for purposes of this ordinance. The Designated
Representative may reject any or all bids submitted and may waive any formality or irregularity in
any bid or in the bidding process if the Designated Representative deems it to be in the City's best
interest to do so. If all bids are rejected, the Series may be sold pursuant to negotiated sale or in
any manner provided by law as the Designated Representative determines is in the best interest of
the City, consistent with this ordinance.
(d) Preparation, Execution, and Delivery of the Bonds. The Bonds will be prepared at
City expense and will be delivered to the Purchaser in accordance with the Bond Purchase
Contract, together with the approving legal opinion of Bond Counsel regarding the Bonds.
Section 16. Official Statement; Continuing Disclosure.
(a) Preliminary Official Statement Deemed Final. The Designated Representative
shall review and, if acceptable to the Designated Representative, approve the preliminary Official
Statement prepared in connection with the sale of each Series to the public or through a Purchaser
as a placement agent. For the sole purpose of the Purchaser's compliance with paragraph (b)(1) of
17
FG:54375381.2 Packet Pg. 28
6.3.a
Rule 15c2-12, the Designated Representative is authorized to deem that preliminary Official
Statement final as of its date, except for the omission of information permitted to be omitted by
Rule 15c2-12. The City approves the distribution to potential purchasers of the Bonds of a
preliminary Official Statement that has been approved by the Designated Representative and if
applicable, deemed final, in accordance with this subsection.
(b) Approval of Final Official Statement. The City approves the preparation of a final
Official Statement for each Series to be sold to the public or through a Purchaser as placement
agent, in the form of the preliminary Official Statement that has been approved and, if applicable,
deemed final in accordance with subsection (a) of this Section, with such modifications and
amendments as the Designated Representative deems necessary or desirable, and further
authorizes the Designated Representative to execute and deliver such final Official Statement to
the Purchaser if required under Rule 15c2-12 or the Bond Purchase Contract. The City authorizes
and approves the distribution to purchasers and potential purchasers of the Bonds of that final
Official Statement.
(c) Undertaking to Provide Continuing Disclosure. If necessary to meet the
requirements of paragraph (b)(5) of Rule 15c2-12, as applicable to the Purchaser acting as a
participating underwriter for a Series, the Designated Representative is authorized to execute a
written undertaking to provide continuing disclosure for the benefit of holders of the Series in
substantially the form attached as Exhibit B to this ordinance, which is incorporated herein by this
reference.
Section 17. Amendatory Ordinances. The City may supplement or amend this
ordinance for any one or more of the following purposes without the consent of any Owners:
(a) To add covenants and agreements that do not materially adversely affect the
interests of Registered Owners, or to surrender any right or power reserved to or conferred upon
the City; or
(b) To cure any ambiguities, or to cure, correct, or supplement any defective provision
contained in this ordinance in a manner that does not materially adversely affect the interest of the
Registered Owners.
Section 18. Amendment of County PFD Interlocal Agreement. The Mayor is
authorized and directed, on the City's behalf, to execute and deliver an amendment to the County
PFD Interlocal Agreement in substantially the form attached hereto as Exhibit C.
Section 19. General Authorization and Ratification. The Designated Representative
and other appropriate officers of the City are each individually authorized to take such actions and
to execute such documents as in their judgment may be necessary or desirable to carry out the
transactions contemplated in connection with this ordinance, and to do everything necessary for
the prompt delivery of each Series to the Purchaser and for the proper application, use, and
investment of the proceeds of the Bonds. All actions taken prior to the effective date of this
ordinance in furtherance of the purposes described in this ordinance and not inconsistent with the
terms of this ordinance are ratified and confirmed in all respects.
18
FG:54375381.2 Packet Pg. 29
6.3.a
Section 20. Severability. The provisions of this ordinance are declared to be separate
and severable. If a court of competent jurisdiction, all appeals having been exhausted or all appeal
periods having run, finds any provision of this ordinance to be invalid or unenforceable as to any
person or circumstance, such offending provision shall, if feasible, be deemed to be modified to
be within the limits of enforceability or validity. However, if the offending provision cannot be so
modified, it shall be null and void with respect to the particular person or circumstance, and all
other provisions of this ordinance in all other respects, and the offending provision with respect to
all other persons and all other circumstances, shall remain valid and enforceable.
Section 21. Effective Date of Ordinance. This ordinance shall take effect and be in
force from and after its passage and five days following its publication as required by law and is
not subject to referendum.
PASSED by the City Council and APPROVED by the Mayor of the City of Edmonds,
Washington, at an open public meeting thereof, this 12th day of October, 2021.
Mayor, Mike Nelson
ATTEST:
City Clerk, Scott Passey
APPROVED AS TO FORM:
FOSTER GARVEY P.C.
Bond Counsel
19
FG:54375381.2 Packet Pg. 30
6.3.a
EXHIBIT A
DESCRIPTION OF THE BONDS
(a) Principal Amount. The Bonds may be issued in one or more Series. The
Project Bonds shall not exceed the aggregate principal
amount of $6,500,000. The 2011 Refunding Bonds shall
not exceed the aggregate principal amount required to
carry out the 2011 Refunding Plan. The 2012 Refunding
Bonds shall not exceed the aggregate principal amount
required to carry out the 2012 Refunding Plan.
(b) Date or Dates. Each Bond shall be dated the Issue Date, which date may
not be later than one year after the effective date of this
ordinance.
(c) Denominations, Name. The Bonds shall be issued in Authorized Denominations
and shall be numbered separately in the manner and shall
bear any name and additional designation as deemed
necessary or appropriate by the Designated
Representative.
(d) Interest Rate. Each Bond shall bear interest at a fixed rate per annum
(computed on the basis of a 360-day year consisting of
twelve 30-day months) from the Issue Date or from the
most recent date for which interest has been paid or duly
provided for, whichever is later. One or more rates of
interest may be fixed for the Bonds. No rate of interest for
any Project Bond may exceed 5.25%, and the true interest
cost to the City for the Project Bonds may not exceed
3.50%.
(e) Payment Dates. Interest shall be payable semiannually on dates
acceptable to the Designated Representative,
commencing no later than one year after the Issue Date.
Principal payments shall commence on a date acceptable
to the Designated Representative and shall be payable
annually thereafter at maturity or in mandatory
redemption installments, on dates acceptable to the
Designated Representative.
A-1
FG:54375381.2 Packet Pg. 31
6.3.a
(f) Final Maturity. The Project Bonds shall mature no later than the date that
is 21 years after the Issue Date. The 2011 Refunding
Bonds shall mature no later than six months after the final
stated maturity of the 2011 Refunded Bonds. The 2012
Refunding Bonds shall mature no later than December 1,
2041.
(g) Redemption Rights. The Designated Representative may approve in the Bond
Purchase Contract provisions for the optional and
mandatory redemption of Bonds, subject to the following:
(1) Optional Redemption. Any Bond may be
designated as being (A) subject to redemption at the
option of the City prior to its maturity date on the
dates and at the prices set forth in the Bond Purchase
Contract; or (B) not subject to redemption prior to
its maturity date. If a Tax -Exempt Bond is subject
to optional redemption prior to its maturity, it must
be subject to such redemption on one or more dates
occurring not more than 101/z years after the Issue
Date.
(2) Mandatory Redemption. Any Bond may be
designated as a Term Bond, subject to mandatory
redemption prior to its maturity on the dates and in
the amounts set forth in the Bond Purchase Contract.
(h) Price. The purchase price for each Series may not be less than
95% or more than 140% of the stated principal amount of
the Series.
(i) Other Terms and Conditions. (1) No Series may be issued if it would cause the
indebtedness of the City to exceed the City's legal
debt capacity on the Issue Date.
(2) The Designated Representative may determine
whether it is in the City's best interest to provide for
bond insurance or other credit enhancement, and
may accept such additional terms, conditions, and
covenants as the Designated Representative may
determine are in the best interests of the City,
consistent with this ordinance.
(3) The Designated Representative may determine
which, if any, of the Bonds are to be Tax -Exempt
Bonds.
A-2
FG:54375381.2 Packet Pg. 32
6.3.a
(3) The Designated Representative may specify that the
2011 Redemption Date is other than December 1,
2021.
(4) The 2011 Refunding Bonds shall produce a
minimum net present value savings to the City and
its taxpayers of at least 3.00% (as a percentage of
the 2011 Refunded Bonds). Net present value
savings means the aggregate difference between
(i) annual debt service on the 2011 Refunded Bonds,
less (ii) annual debt service on the 2011 Refunding
Bonds (including expenses related to costs of
issuance of the 2011 Refunding Bonds), discounted
to the Issue Date using the yield on the 2011
Refunding Bonds as the discount rate, plus
(iii) excess cash, if any, distributed to the City on the
Issue Date allocable to the 2011 Refunding Bonds,
and less (iv) the amount of additional money of the
City contributed to the 2011 Refunding Plan, if any,
on the Issue Date.
A-3
FG:54375381.2 Packet Pg. 33
6.3.a
EXHIBIT B
Form of
UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE
City of Edmonds, Washington
Limited Tax General Obligation [Improvement and] [Refunding] Bonds, [Series]
The City of Edmonds, Washington (the "City"), makes the following written Undertaking
for the benefit of holders of the above -referenced bonds (the "Bonds"), for the sole purpose of
assisting the Purchaser in meeting the requirements of paragraph (b)(5) of Rule 15c2-12, as
applicable to a participating underwriter for the Bonds. Capitalized terms used but not defined
below shall have the meanings given in Ordinance No. of the City (the "Bond Ordinance").
(a) Undertaking to Provide Annual Financial Information and Notice of Listed Events.
The City undertakes to provide or cause to be provided, either directly or through a designated
agent, to the MSRB, in an electronic format as prescribed by the MSRB, accompanied by
identifying information as prescribed by the MSRB:
(i) Annual financial information and operating data of the type included in the final
official statement for the Bonds, as described in paragraph (b)(i) ("annual financial
information");
(ii) Timely notice (not in excess of 10 business days after the occurrence of the event)
of the occurrence of any of the following events with respect to the Bonds:
(1) principal and interest payment delinquencies; (2) non-payment related defaults,
if material; (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, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notice 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; (7) modifications to rights of holders of the Bonds, if material; (8) bond
calls (other than scheduled mandatory redemptions of Term Bonds), if material,
and tender offers; (9) defeasances; (10) release, substitution, or sale of property
securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy,
insolvency, receivership or similar event of the City, as such "Bankruptcy Events"
are defined in Rule 15c2-12 (13) 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;
(14) appointment of a successor or additional trustee or the change of name of a
trustee, if material; (15) incurrence of a financial obligation of the City or obligated
person, if material, or agreement to covenants, events of default, remedies, priority
rights, or other similar terms of a financial obligation of the City or obligated
B-1
FG:54375381.2 Packet Pg. 34
6.3.a
person, any of which affect security holders, if material; and (16) default, event of
acceleration, termination event, modification of terms, or other similar events under
the terms of the financial obligation of the City or obligated person, any of which
reflect financial difficulties. The term "financial obligation" means a (i) debt
obligation; (ii) derivative instrument entered into in connection with, or pledged as
security or a source of payment for, an existing or planned debt obligation; or (iii)
guarantee of (i) or (ii). The term "financial obligation" shall not include municipal
securities as to which a final official statement has been provided to the MSRB
consistent with Rule 15c2-12.
(iii) Timely notice of a failure by the City to provide the required annual financial
information described in paragraph (b)(i) on or before the date specified in
paragraph (b)(ii).
(b) Type of Annual Financial Information Undertaken to be Provided. The annual
financial information that the City undertakes to provide in paragraph (a):
(i) Shall consist of (1) annual financial statements prepared (except as noted in the
financial statements) in accordance with applicable generally accepted accounting
principles applicable to local governmental units of the State such as the City, as
such principles may be changed from time to time; (2) general obligation debt that
has been authorized and the amount outstanding; (3) assessed valuation for that
fiscal year; (4) assessed valuation for the fiscal year regular ad valorem property
tax levy rate amount rate limitation and percentage of tax collected during the fiscal
year; and (5) amount of general fund revenues from other major tax sources;
(ii) Shall be provided 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, 20_; and
(iii) May be provided in a single or multiple documents, and may be incorporated by
specific reference to documents available to the public on the Internet website of
the MSRB or filed with the SEC.
If not submitted as part of the annual financial information described in paragraph (b)(i),
the City will provide or cause to be provided to the MSRB audited financial statements, when and
if available.
(c) 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 Rule 15c2-12. The City will give notice to the
MSRB 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
B-2
FG:54375381.2 Packet Pg. 35
6.3.a
information will include a narrative explanation of the effect of that change on the type of
information to be provided.
(d) Beneficiaries. This Undertaking shall inure to the benefit of the City and the holder
of each Bond, 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 retirement or legal defeasance of all of the Bonds. In addition, the City's
obligations under this Undertaking shall terminate if the provisions of Rule 15c2-12 that 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 Bond Counsel delivered to the City, and the City
provides timely notice of such termination to the MSRB.
a�
c
(f) Remedy for Failure to Comply with Undertaking. As soon as practicable after the c
City learns of any failure to comply with this 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 O
M
comply with this Undertaking shall constitute a default in respect of the Bonds. The sole remedy c
of any holder of a Bond shall be to take action to compel the City or other obligated person to 0°
comply with this Undertaking, including seeking an order of specific performance from an
appropriate court. M
c
�a
(g) Designation of Official Responsible to Administer Undertaking. The Finance o`
Director or the designee of the Finance Director is the person authorized to take such further c
actions as may be necessary, appropriate, or convenient to carry out this Undertaking in accordance M
with Rule 15c2-12, including the following actions:
c
(i) Preparing and filing the annual financial information undertaken to be provided; M
(ii) Determining whether any event specified in paragraph (a) has occurred, assessing
its materiality, where necessary, with respect to the Bonds, and preparing and
disseminating any required notice of its occurrence;
(iii) Determining whether any person other than the City is an "obligated person" within
the meaning of Rule 15c2-12 with respect to the Bonds, and obtaining from such
person an undertaking to provide any annual financial information and notice of
listed events for that person required under Rule 15c2-12;
(iv) Selecting, engaging and compensating designated agents and consultants, including
municipal advisors and legal counsel, to assist and advise the City in carrying out
this Undertaking; and
(v) Effecting any necessary amendment of this Undertaking.
B-3
FG:54375381.2 Packet Pg. 36
6.3.a
EXHIBIT C
Form of
SECOND AMENDMENT
TO INTERLOCAL AGREEMENT FOR DEVELOPMENT
OF THE EDMONDS CENTRE FOR THE ARTS
C- 1
FG:54375381.2 Packet Pg. 37
6.3.a
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. (the "Ordinance") is a full, true and
correct copy of an ordinance duly passed at a special meeting of the City Council of the City held
at the regular meeting place thereof on October 12, 2021, as that ordinance appears on the minute
book of the City.
2. At least 24 hours before the time of the special meeting, written notice specifying
the time and place of the special meeting and the business to be transacted was provided as follows:
a. Given to all members of the City Council by mail, fax, electronic mail or
personal delivery.
b. Prominently displayed at the main entrance of City Hall.
C. Posted on the City's web site.
3. Written notice of the special meeting was given to each local radio or television
station and to each newspaper of general circulation that has on file with the City a written request
to be notified of special, adjourned, or continued meetings and to any others to which such notices
are customarily given by the City.
4. A quorum of the members of the City Council was present throughout the meeting
and a majority of the members voted in the proper manner for the passage of the Ordinance.
5. The Ordinance will be in full force and effect five days after publication in the
City's official newspaper.
Dated: October 12, 2021.
CITY OF EDMONDS, WASHINGTON
City Clerk, Scott Passey
FG:54375381.2 Packet Pg. 38
6.4
City Council Agenda Item
Meeting Date: 10/12/2021
Complaint Against a Public Officer
Staff Lead: Council
Department: City Council
Preparer: Scott Passey
Background/History
N/A
Staff Recommendation
N/A
Narrative
In recent council meetings, a certain Council member has raised concerns about the behavior by
Councilmember Fraley-Monillas. Because of the continuing discussion of this issue, this item has been
set on tonight's agenda so that the city council can openly discuss the issue within the framework of the
adopted Code of Conduct and Code of Ethics. Council has the authority to censure the Councilmember
if, after introducing a motion and after discussion on the motion, a majority vote of the council approves
the motion.
Attachments:
Code of Conduct APPENDIX A
Code of Ethics
Packet Pg. 39
6.4.a
APPENDIX A
Section 6. Council Conduct.
The City Council finds that Councilmembers should seek to continually improve the
quality of public service and ensure public confidence in the integrity of local
government and its effective, transparent, and equitable operation. Councilmembers
have a public stage and privileged platform to show how individuals with contrasting
points of view can find common ground, demonstrate problem -solving approaches, and
achieve solutions that benefit the community as a whole. Central to these principles is
that civility and decorum shall apply to all Councilmember conduct in relation to city
business. To this end, the following Code of Conduct for members of the Edmonds City
Council is established.
6.1 General Conduct
A. Councilmembers shall focus discussions and debates on vision,
policies, and their implementation.
B. No Councilmember shall dominate proceedings during Council or other
public meetings.
C. Personal, insulting, or intimidating language, body language and
actions, are not allowed. Councilmembers may raise a point of order for
ruling by the Chair or by the Body to address inappropriate remarks.
D. Ensuring that all meeting participants feel welcome is a vital part of the
democratic process. No signs of partiality, prejudice, or disrespect should
be evident on the part of Councilmembers toward any individual
participating in a public meeting. Every effort should be made to be
respectful in listening to Council, staff and public testimony and
discussions.
E. Technology allows words written or said to be distributed far and wide.
Councilmember written notes, voicemail messages, texts, email, or other
electronic communications, are public records and shall follow this code.
6.2 Conduct with City Staff, and the Council Legislative Assistant
The community is best served when the abilities, experience, and knowledge of
staff and contract employees work alongside councilmembers, and
councilmembers will value these resources and relationships by:
A. Using respectful language and avoiding aggressive tones.
Packet Pg. 40
6.4.a
B. Whenever possible, provide questions ahead of public meetings and
otherwise avoid surprises.
C. Recognize that calls and emails may not be returned outside of
business hours.
D. Expressing concerns about performance only to the Mayor, in the case
of staff, and the Council President, in the case of Council legislative aide.
E. Understanding that Council, as a legislative body, directs City business
via policy change initiated by majority Council vote only; councilmembers
acting individually shall refrain from directing staff or otherwise intruding
on the City's administrative functions.
6.3 Conduct with Boards. Committees. Commissions. and Outside Aaencies
A. The City maintains several boards and commissions as a means of
encouraging and gathering community input. Residents who serve on
boards and commissions are a valuable resource to the City's leadership
and shall be treated with appreciation and respect.
B. Councilmembers are appointed as non -voting members to serve as the
primary two-way communication liaison between the Council and boards,
commissions, and committees. Councilmembers are not to direct the
activities or work of the board, commission, or committee.
C. Councilmembers may attend any board or commission meeting to
which they are not appointed but shall do so as a member of the public.
Personal comments or positions, if given, will be identified as such and
shall not be represented as the position of the City or Council.
D. Councilmembers shall not contact a board or commission member to
lobby on behalf of an individual, business, or organization, with the
exception of the hearing examiner or architectural design board. It is
acceptable for Councilmembers to contact boards or commissions and
their members, so long as all interactions are in line with the Edmonds
Code of Ethics.
E. When attending a non -city sponsored event, meeting, conference, or
other activity, Councilmembers shall do so in an individual Councilmember
capacity only. Likewise, a Councilmember may be authorized to represent
the City only in compliance with RCW 35A.12.100.
6.4 Implementation. Comaliance. and Enforcement
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6.4.a
As an expression of the standards of conduct that best serve the City, the Code
of Conduct is intended to be self -enforcing and is most effective when members
are thoroughly familiar with it and embrace its provisions.
A. This Council Code of Conduct shall be included in the regular
orientations for newly seated Councilmembers. Members entering office
shall sign a statement affirming they read and understood the City of
Edmonds Council Code of Conduct.
B. The Code of Conduct shall be reviewed and reaffirmed annually by the
City Council.
C. When a breach of this code occurs, Councilmembers are encouraged
to remind one another of the Code of Conduct terms. These
communications may be documented with the subject line, "Code of
Conduct Reminder."
D. Repeated breaches, or egregious instances, may be dealt with according
to the terms set out in the Council's adopted Robert's Rules of Order or
other applicable laws and regulations.
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6.4.b
ATTACHMENT B
CODE OF ETHICS
The purpose of the Edmonds Code of Ethics is to strengthen the quality
of government through ethical principles which shall govern the conduct
of elected officials and appointed citizen volunteers serving in an official
capacity (i.e. Boards and Commissions).
We shall:
• Be dedicated to the concepts of effective and democratic government.
• Affirm the dignity and worth of the services rendered by government and
maintain a sense of social responsibility.
• Be dedicated to the highest ideals of honor and integrity in all public and
personal relationships.
• Recognize that the chief function of local government at all times is to serve
the best interest of all the people.
• Keep the community informed on municipal affairs and encourage
communications between the citizens and all municipal officers. Emphasize
friendly and courteous service to the public and each other; seek to improve
the quality of public service, and confidence of citizens.
• Seek no favor; do not personally benefit or profit by confidential information
or by misuse of public resources.
• Conduct business of the city in a manner which is not only fair in fact, but
also in appearance.
Approved by the Edmonds City Council on 06-02-2015.
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