Resolution 1142CITY OF EDMONDS, WASHINGTON
RESOLUTION NO. 1142
A RESOLUTION of the City of Edmonds, Washington,
accepting the bid of PNC Capital Markets LLC for $5,230,000 par
value Limited Tax General Obligation Bonds, 2007, of the City;
fixing the interest rates and maturity schedule on those bonds; and
providing for other matters properly relating thereto.
ADOPTED: FEBRUARY 27, 2007
This document prepared by:
Foster Pepper PLLC
1111 Third Avenue, Suite 3400
Seattle, Washington 98101
(206)447-4400
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Table of Contents
Section1 .
Definitions............................................................................................................... 1
Section 2 .
Ratification of Notice of Sale and Acceptance of Bid ............................................... 1
Section 3 .
Disposition of Bond Proceeds; Redemption of BANS ............................................... 2
Section 4 .
Form of Bonds......................................................................................................... 2
Section5 .
The Policy................................................................................................................ 2
Section 6 .
General Authorization and Ratification.................................................................... 2
Section 7 .
Contract; Severability............................................................................................... 2
Section8 .
Immediate Effect...................................................................................................... 3
Attachments
Exhibit A — Form of Bonds
Exhibit B — Official Notice of Bond Sale
Exhibit C — Final Maturity Schedule
Exhibit D — Purchaser's Electronic Bid for the Bonds and Printed
Version of Summary of Bid Results
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50759113.5
CITY OF EDMONDS, WASHINGTON
RESOLUTION NO. 1142
A RESOLUTION of the City of Edmonds, Washington,
accepting the bid of PNC Capital Markets LLC for $5,230,000 par
value Limited Tax General Obligation Bonds, 2007, of the City;
fixing the interest rates and maturity schedule on those bonds; and
providing for other matters properly relating thereto.
WHEREAS, pursuant to Ordinance No. 3623 (the "Bond Ordinance"), passed on
January 16, 2007, by the City Council (the "Council") of the City of Edmonds, Washington (the
"City"), the City authorized the issuance of Limited Tax General Obligation Bonds, 2007 (the
"Bonds"), in the principal amount of not to exceed $5,500,000, and authorized the
Administrative Services Director of the City to conduct a public sale of the Bonds; and
WHEREAS, pursuant to the Bond Ordinance, a preliminary official statement dated
February 14, 2007 (the "Preliminary Official Statement"), was prepared and distributed, an
Official Notice of Sale for the Bonds (the "Notice") was electronically published and given, and
bids were received in accordance with the Notice by the time provided therein, copies of which
bids (or summaries thereof) are attached and made a part hereof by this reference; and
WHEREAS, after review and analysis of the bids received, the Council deems it
necessary and desirable to authorize the sale of the Bonds in the principal amount of $5,230,000
to PNC Capital Markets LLC of Philadelphia, Pennsylvania (the "Underwriter"), as the bidder
offering the lowest true interest cost for the Bonds, and that it is for the best interest of the City
that such bid be accepted; and
WHEREAS, the Underwriter has arranged for provision of bond insurance by CIFG
Assurance North America, Inc. of New York, New York (the "Bond Insurer"), that has made a
commitment to the Underwriter to issue an insurance policy (the "Policy") insuring the payment
when due of the principal of and interest on the Bonds as provided therein; NOW,
THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDMONDS,
WASHINGTON, as follows:
Section .1. Definitions. The capitalized terms defined in the recitals above shall have
those meanings for purposes of this resolution. Unless otherwise stated herein, the capitalized
terms used in this resolution have the meanings set forth in the Bond Ordinance.
Section 2. Ratification of Notice of Sale and Acceptance of Bid. The Bonds shall be
issued in the aggregate principal amount of $5,230,000. The terms and conditions set forth in the
50759113.5
Notice, as that Notice is attached to the Preliminary Official Statement, are hereby ratified and
confirmed. A copy of the Notice is attached hereto as Exhibit B. The Bonds shall bear interest
at the rates and mature in accordance with the adjusted schedule attached hereto as Exhibit C and
shall conform in all other respects to the terms and conditions specified in the Notice, this
resolution and the Bond Ordinance. The bid to purchase the Bonds set forth in the Underwriter's
bid, attached hereto as Exhibit D, is hereby accepted. All other bids that have been received are
attached hereto as Exhibit D.
Section 3. Disposition of Bond Proceeds, Redemption of BANs. The Administrative
Services Director is further authorized and directed to deposit the Bond proceeds, as follows: (a)
into the Water and Sewer Revenue Bond Anticipation Note Fund, 2005 (the "W&S Note Fund")
and into the Limited Tax General Obligation Bond Anticipation Note Fund, 2006 (the "LTGO
Note Fund"), such amounts as are necessary for the payment and redemption of each Note,
respectively; and (b) into the Construction Funds (as defined in the Bond Ordinance), the
remaining proceeds of the Bonds to be used exclusively for the purposes specified in the Bond
Ordinance, including payment of costs of issuance and sale of the Bonds. The Administrative
Services Director is authorized and directed to take all action necessary to pay and redeem the
City's Water and Sewer Revenue Bond Anticipation Note, 2005 (the "Water & Sewer Note")
and its Limited Tax General Obligation Bond Anticipation Note, 2006 (the "LTGO Note").
Section 4. Form of Bonds. The Bonds shall be substantially in the form attached hereto
as Exhibit A and by this reference incorporated herein.
Section 5. The Policy. If the principal of and/or interest due on the Bonds is paid by the
Bond Insurer pursuant to the Policy, the Bonds shall be treated as remaining outstanding for all
purposes, not defeased or otherwise satisfied and shall not be considered paid by the City, and
the assignment and pledge of the taxes and all other covenants, agreements and other obligations
of the City to the registered owners of the Bonds shall continue to exist and shall run to the
benefit of the Bond Insurer, and the Bond Insurer shall be subrogated to the rights of those
registered owners.
Section 6. General Authorization and Ratification. The Mayor and the Director of
Administrative Services and each of the other appropriate officers of the City are each authorized
and directed to do everything as in their judgment may be necessary, desirable, or appropriate in
order to carry out the terms and provisions of, and complete the transactions contemplated by,
the Bond Ordinance and this resolution.
Section 7. Contract; Severability. The covenants contained in this resolution and the
ordinance shall constitute a contract between the City and the Registered Owner of each and
every Bond. If any one or more of the covenants or agreements to be performed on the part of
the City shall be declared by any court of competent jurisdiction and final appeal (if any appeal
be taken) to be contrary to law, then such covenant or covenants, agreement or agreements, shall
be null and void and shall be deemed separable from the remaining covenants and agreements in
this resolution and shall in no way affect the validity of the other provisions of this resolution or
of the Bonds.
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Section 8. Immediate Effect. This resolution shall take effect immediately upon its
adoption.
ADOPTED by the City Council of the City of Edmonds, Washington, and signed by me
in open session in authentication of its adoption at a regular meeting thereof held this 271h day of
February, 2007.
FILED by the City Clerk:
City Clerk
APPROVED AS TO FORM:
Foster Pepper PLLC
Bond Counsel
Attachments
Exhibit A — Form of Bonds
Exhibit B — Official Notice of Bond Sale
Exhibit C — Final Maturity Schedule
Exhibit D — Purchaser's Electronic Bid for the Bonds and Printed
Version of Summary of Bid Results
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No. R-
EXHIBIT A
EXHIBIT A
Form of Bonds
Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
UNITED STATES OF AMERICA
STATE OF WASHINGTON
CITY OF EDMONDS
LIMITED TAX GENERAL OBLIGATION BOND, 2007
Interest Rate: Maturity Date: CUSIP NO.:
Registered Owner: CEDE & Co.
Principal Amount:
DOLLARS
The CITY OF EDMONDS, WASHINGTON (the "City"), a municipal corporation of the
State of Washington, promises to pay to the Registered Owner identified above on the Maturity
Date identified above from the Limited Tax General Obligation Bond Fund, 2007, of the City
(the "Bond Fund") maintained by the City to pay this Bond the Principal Amount identified
above and to pay interest (computed on the basis of a 360-day year of twelve 30-day months)
thereon from the date of this Bond or from the most recent interest payment date to which
interest has been paid at the Interest Rate per annum set forth above, payable semiannually on
each June 1 and December 1, commencing June 1, 2007, to the maturity or earlier redemption of
this Bond. If this Bond is not redeemed when properly presented at its maturity or call date, then
interest shall continue to accrue at the Interest Rate identified above until this Bond, both
principal and interest, is paid in full or until sufficient money for its payment in full has been
deposited in the Bond Fund and this Bond has been called for payment by giving notice to the
Registered Owner.
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EXHIBIT A
Both principal of and interest on this Bond are payable in lawful money of the United
States of America. Principal is payable only to the Registered Owner upon presentation and
surrender of this Bond to the fiscal agent of the State of Washington (as the same may be
designated by the State of Washington from time to time) (the "Bond Registrar"). Payment of
each installment of interest shall be made to the Registered Owner whose name appears on the
registration books of the City maintained by the Bond Registrar (the "Bond Register") at the
close of business on the record date, the 15th day of the month preceding the interest payment
date, and shall be paid by check or draft of the Bond Registrar mailed on the interest payment
date to the Registered Owner at the address appearing on the Bond Register or, when requested
in writing by a registered owner of $1,000,000 or more principal amount of the Bonds at least 10
days before an interest payment date, by wire transfer on the interest payment date.
Notwithstanding the foregoing, as long as this Bond is registered in the name of Cede & Co., as
nominee of The Depository Trust Company ("DTC"), payment of principal and interest shall be
made in accordance with the Letter of Representations given by the City to DTC.
This Bond is one of an authorized issue of bonds designated Limited Tax General
Obligation Bonds, 2007 (the "Bonds"), aggregating $5,230,000 in principal amount, maturing
annually in the years 2007 through 2016, inclusive, and in 2019, 2021, 2023, and 2026, of like
date, tenor and effect, except as to maturity dates, interest rates, options of redemption,
denominations and numbers, issued by the City for general City purposes, all as set forth in
Ordinance No. 3623 and Resolution No. 1142 of the City (the "Bond Legislation"). The Bonds
are issued in fully registered form in the denomination of $5,000 or any integral multiple thereof
within a single maturity.
For as long as any of the Bonds are outstanding, the City irrevocably pledges to include
in its budget and to levy taxes annually within the constitutional and statutory tax limitations
provided by law without a vote of the electors of the City on all of the taxable property within
the City in an amount sufficient, together with other money legally available and to be used
therefor, to pay when due the principal of and interest on the Bonds, and the full faith, credit and
resources of the City are pledged irrevocably for the annual levy and collection of those taxes
and the prompt payment of that principal and interest. The proceeds of real estate excise taxes
imposed by Ordinance No. 2462 are pledged, as necessary, to the payment of that portion of the
Bonds allocated to the Anderson Center seismic upgrades.
The City in the Bond Ordinance has designated this Bond and the Bonds as qualified tax
exempt obligations for the purposes of Section 265(b)(3) of the Internal Revenue Code of 1986,
as amended.
Bonds maturing in the years 2007 through 2016, inclusive, are issued without the right or
option of the City to redeem those Bonds prior to their stated maturity dates. The City reserves
the right and option to redeem Bonds maturing on or after December 1, 2019, prior to their stated
maturity dates at any time on or after December 1, 2016, as a whole or in part (within one or
more maturities selected by the City and randomly within a maturity in such manner as the Bond
Registrar shall determine), at par plus accrued interest to the date fixed for redemption.
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EXHIBIT A
Bonds maturing in 2019, 2021, 2023 and 2026 are Term Bonds and, if not redeemed
under the optional redemption provisions set forth above or purchased in the open market under
the provisions set forth below, shall be called for redemption by lot (in such manner as the Bond
Registrar shall determine) at par plus accrued interest on December 1 in years and amounts as
follows:
Mandatory Mandatory
Redemption Redemption
Years Amounts
TERM BOND MATURING IN 2019
2017
$260,000
2018
270,000
2019*
280,000
TERM BOND MATURING IN 2021
2020 295,000
2021 * 305,000
TERM BOND MATURING IN 2023
2022 $315,000
2023 * 330,000
TERM BOND MATURING IN 2026
2024
$340,000
2025
355,000
2026*
370,000
*Maturity
The par amount of the Term Bonds previously redeemed by optional call or purchased in
the open market (irrespective of their actual redemption or purchase prices) shall be credited
against one or more scheduled mandatory redemption amounts for those Term Bonds. The City
shall determine the manner in which the credit is to be allocated and shall notify the Bond
Registrar in writing of its allocation at least 60 days prior to the earliest mandatory redemption
date for that maturity of Term Bonds for which notice of redemption has not already been given.
Any Bond in the principal amount of greater than $5,000 may be redeemed partially in
any integral multiple of $5,000. In such event, upon surrender of that Bond to the Bond
Registrar, there shall be issued to the Registered Owner a new Bond (or Bonds, at the option of
the Registered Owner), of the same interest rate and maturity in any of the denominations
authorized by the Bond Ordinance in the aggregate principal amount remaining unredeemed,
without charge therefor.
Notice of any intended redemption of Bonds shall be given not less than 30 nor more than
60 days prior to the date fixed for redemption by first class mail, postage prepaid, to the
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EXHIBIT A
Registered Owner of each Bond to be redeemed at the address appearing on the Bond Register at
the time the Bond Registrar prepares the notice, and the requirements of the Bond Ordinance
shall be deemed to have been fulfilled when notice has been mailed as so provided, whether or
not it is actually received by the owner of any Bond. Interest on the Bonds called for redemption
shall cease to accrue on the date fixed for redemption unless the Bond or Bonds called are not
redeemed when presented pursuant to the call. In addition, the redemption notice shall be mailed
within the same period, postage prepaid, to Moody's Investors Service, Inc., and Standard &
Poor's at their offices in New York, New York, or their successors, to each NRMSIR or the
MSRB and to such other persons and with such additional information as the City Director of
Administrative Services shall determine, but these additional mailings shall not be a condition
precedent to the redemption of Bonds.
Notwithstanding the foregoing, for as long as the Bonds are registered in the name of
Cede & Co., as nominee of DTC, Bonds shall be selected for redemption and notice of
redemption shall be given in accordance with the Letter of Representations.
The City further reserves the right and option to purchase any or all of the Bonds in the
open market at any time at any price acceptable to the City plus accrued interest to the date of
such purchase.
Reference is made to the Bond Ordinance for other covenants and declarations of the City
and other terms and conditions upon which this Bond has been issued, which terms and
conditions, including, but not limited to, terms pertaining to defeasance, are made a part hereof
by this reference. The City irrevocably and unconditionally covenants that it will keep and
perform all of the covenants of this Bond and of the Bond Ordinance. Reference also is made to
the Bond Ordinance for the definitions of the capitalized terms used and not otherwise defined
herein.
In the manner and subject to the limitations set forth in the Bond Ordinance, this Bond
may be transferred by the Registered Owner or by such Owner's authorized agent at the Bond
Registrar on completion of the assignment form appearing hereon and surrender and cancellation
of this Bond. Upon such transfer, a new Bond (or Bonds, at the option of the new Registered
Owner) of an equal aggregate principal amount and of the same interest rate and maturity in any
authorized denomination will be issued to the new Registered Owner, without charge, in
exchange therefor. This Bond and other Bonds may be surrendered to the Bond Registrar and
exchanged, without charge, for an equal aggregate principal amount of Bonds of the same
interest rate and maturity in any authorized denomination. The Bond Registrar shall not be
obligated to transfer or exchange any Bond during the 15 days preceding any principal payment
or redemption date.
The City and the Bond Registrar may deem and treat the Registered Owner of this Bond
as its absolute owner for the purpose of receiving payment of principal and interest and for all
other purposes, and neither the City nor the Bond Registrar shall be affected by any notice to the
contrary other than proper notice of assignment. As used herein, Registered Owner means the
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EXHIBIT A
person or entity named as Registered Owner of this Bond on the front hereof and on the Bond
Register.
This Bond shall not be valid or become obligatory for any purpose until the Certificate of
Authentication hereon has been signed by the Bond Registrar.
The principal of and interest on this Bond shall be paid only to the Registered Owner as
of the record date and to no other person or entity, and this Bond may not be assigned except on
the Bond Register.
It is certified that all acts, conditions and things required to be done precedent to and in
the issuance of this Bond have been done, have happened and have been performed as required
by law, and that the total indebtedness of the City, including the Bonds, does not exceed any
constitutional or statutory limitations.
IN WITNESS WHEREOF, the City has caused this Bond to be executed on behalf of the
City by the facsimile signatures of its Mayor and City Clerk and a facsimile reproduction of the
seal of the City to be printed hereon, this day of 92007.
[SEAL]
Date of Authentication:
CITY OF EDMONDS, WASHINGTON
Lo
Gary Haakenson, Mayor
Sandra Chase, City Clerk
CERTIFICATE OF AUTHENTICATION
This Bond is one of the fully registered City of Edmonds, Washington, Limited Tax
General Obligation Bonds, 2007, described in the Bond Ordinance.
WASHINGTON STATE FISCAL AGENT
Bond Registrar
By
Authorized Signer
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EXHIBIT A
STATEMENT OF INSURANCE
CIFG Assurance North America, Inc. ("CIFG NA"), New York, New York, has delivered
its financial guaranty insurance policy (the "Policy") with respect to the scheduled payments of
principal of and interest on this Bond as described herein to The Bank of New York, New York,
New York or its successor, as bond registrar (the "Bond Registrar") for the $5,230,000 City of
Edmonds, Washington Limited Tax General Obligation Bonds, 2007. Said Policy is on file and
available for inspection at the principal office of the Bond Registrar and a copy thereof may be
obtained from CIFG NA or the Bond Registrar.
ASSIGNMENT
For value received, the undersigned Registered Owner does sell, assign and transfer unto:
(name, address and social security or other identifying number of assignee)
the within -mentioned Bond and irrevocably constitutes and appoints
to transfer the same on the Bond Register with full
power of substitution in the premises.
DATED:
Registered Owner
(NOTE: The signature above must correspond with the name of the
Registered Owner as it appears on the front of this Bond in every particular,
without alteration or enlargement or any change whatsoever.)
Signature Guaranteed:
(NOTE: Signature must be guaranteed pursuant to law.)
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EXHIBIT B
EXHIBIT B
OFFICIAL NOTICE OR BOND SALE
CITY OF EDMON.DS, WASHINGTON
$:5,230,000* .I.,I.MITfFD TAX GENERAL OBLIG.ATiON BONDS, 2007
NOTICE: IS HEREBY CrfV N THAT ELECTRONIC BIDS ~grill be received on behalf of the Ci(y of 'Fdanoods.
Wishinet:on (the "City") for the murhase of the above bonds (the "Bon(W) until
8:30 A.M. PACTPIC TIME, I+EBRUARY 2 7, 2007.
Rids may only be submitied electronically though PARITYRO. as descHwd hem -in,
Modification; Cancellation; Postponement
Bidders are advised that the City imy modify the terins of this Official Notice of Bond Sale prior to the time for
.receipt of bids. A.ny such modifications wil.l be announced through The Bond .Boyer Wire (available oil TIM3 at
http:hkrrvvv.tnt3.com) and. Bloomberg Busittess'News (collectively, the "blows Sevices")prior to 2:(0p.nm., Pacific
Time, on the 'business day 'Prior to wile. In addition. the Cih, may, cancel or postpone the date and time :for the
receipt of bids for the .Bonds at any tine prior to the opening of the bids. Notice of .such cancellation Or
postponement will be communicated by the City through the 'News Services as soon as practicable following such
cancellation or postPoiremeiic btotice of`the new sale date, if am .will be given through the News Sen�ices not less
Man foamy 'flours prior to the tinle bids are to be received, As an iocornlnodatiori to bidtters., telcptionic or f,acsiinile
notice of the postponement of the site dale and of the new sale date will be given to arty bidder requesting such
notice from Alan Dashen, A. Dashen R, Associates. telephone: (425) 452-9550. Failure of am° bidder to receive
sttela teleplonic. facsimile or News Sen rocs' notice will not affect the legality of the sale.,
Eacli, bidder (aurd not the City) is mspunsiblu for the tirntoly dchv-ury of i[5 bid_ whether by facsimile or
electronically. 7"lie official tirue will be d€ter7niu€d by [he City and not by any bidder or Qualified Eiecatronic .Bid
Provider (defined below).
Dcicription of tite Bondi
f r 13c+rxis -will be d ned 111r_,ir dale of initial rlr_ liv jr, �vit.t be in deoonnfnatious of V5 00A or auv 'integral inultiple of
$5,000 witliin a single 11'11hirily, will be in registered form under a book -entry system, and will be initially registered
in file name of CEDE & Co_, as nomince for The 'Depositrlry Trust. Company, N'ery York„ New York ('DTC"),
Tntetest will be piy:ible on march Decetuber t ruid June .I, conunewin8 on June 1. 2007, io the maturity or prior
redemption of the Bonds.
Bank Qualified
"file City has designated the Bonds as "Qualified Tax -Exempt ObliXitions" for banks, thrift institutions and other
financial institutions. Scc t11c caption "Certain Othcr Fcdcml Tan, Conscqucnc&' in the Pto4iminary Official
Statement for a discussion of this designation..
Papiu,g Agent and Rugh4tratt,tu
The Pawing Agent and Registrar will be the :fiscal agency or the, State of washington, currently The Bank of New
York, Ncvv, York, Tlc%w York..
Security
The Bonds a.re limited tax genclaI obligations of the City. For as long as am, of the Bonds are outstanding. the City
Iris irrevocably pledged to include, in its budget and Inn, ad valorcnr taxes annually within the constitutional and.
statutonv tree hiniuniotls Provided by laws without w vote of this electors of the. City oil all of the ta:'Ibleproperty
within Ilse City in an amount sufficient, together %Ath other money legality avaiNble arui to be used therefor, to 'pa}
when due the principal of and interest. on the .Bonds. and the :full faith, credit
*Prc.tiollinnn%subjcct to chmige
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50759113.5
EXHIBIT B
and resources of the fity are pledged irrevocably for Ore annual leery and collection of those taxes and die
prompt paymentof that principal and interest. An), such tax lcvv is stt(�jeci to various sintutotyr lillritations as
described in the official Statement_ The City additionally has pledged the proceeds of its real estates excise tax to
the repayment of a portion of the Bonds.
lhlahr r ities
'ncc D7ouds wilt 1n�lulti ort~u St�Ljvci to 1luiini{rivt� rcaicr7:Drlio,l or.pt-wcartt;cr 7 of etch your ns fiztlo�ls:
YQ''ir
Nncipal Amount*
Year
Principal Ainount',
2007
S133000
2017
260.000
2008
185.000
2018.
270.000
2009
19 +,000
2019
290,o00
2010
200,000
2020
295,000
2011
210000
2021
305.000
2012
215.,000
2022
320,000
2013
225.000
2023
330;000
2014
235;000
2024
345,000
2015.
240.1000
2025
'-mo'()Oo
2016
250,000
2026
3,75 000
V relinir`narv, svbjecct ro adfinvineitV by fire City as prat=ideal in. do's C)#Wal notice of Sale
Adjustment of Principal Amount of Bonds, Maturities and Bid Price
The City :reserves the tight to increase or decrease the principal amount of the Bonds and each maturiiy within the
Bonds to obtain the anrount of proceeds necessio, to fund the projects to be financed with the proceeds of the
Bonds and to adjust annual debt service. The principal amount of tiny maturity of the Bonds shall only be adjusted
in inn-Teniews; of S5,000 and shall not be increased or decreased by an ,auiou.nt filial exceeds 10 percent of the
prOintinarg prinnitvt atnniint of.-mr.'h mrimrity (mul Intl npin the ne-A higher ininernl of S5,000) withniti pt rrnicsinrr
of the successful bidder.
The price bid by ilia Suteegsful bidder will be adjusted by the City to refie :t an increase or decrettse in the principal
arnouni and maturity schedule for die Bonds, taking into account the interim rates, reoffering yield% and
underwriting spread contained in the accepted bid, Notice of any ndjrtsruuent. shall be given to ibe taicoessful bidder
by 12c00 noon @aciflc Time on t11e date of sale. The City will toot be responsible iii the event drat am :odjustin"I
affects (i) the nel, compensation to be rcalized by the successful bidder or (ii) the ante interest cost of the vwinning bid
or its ranking:relative 10 the outer bids.
"Perm Bonds
Bidders have the option to designate some or Kill of the maturities as terns bonds subject to mandatont redemption at
par, in the years and amortizing in the annual lnandatoty redemption amounts set forth in the scrial maturity
schedule (,above) for such .Bonds. Any tertu bonds designated must consist of tic tovil principal payments for Iwo
or more consecutive sears and mature on the latest of such years, Bonds subject to optional redemption by the Cite
may not be grouped tiwith Bonds not ;subject to optional redemption by the Cite when creating atA. y singlm e aturity of
Tenn Bonds.
Redemption Provisions
Onflo+ral figedavaWn 1 ie Bonds n-inturing in the years 2007 through 2016 are .not subject to redemption prior to
their stated maturity dates. The.Bonds nialuring on or after Doca►nber 1, 2017, are subjectto redemption prior to
their stated maturities at the option of the City on and after Derernber 1, 2�076, in whole or in part at any tittle
(tmitntritieS to tc- seterted by th-L+ City 'Ind within n nuifurity id tuck jwwnnr :'s DTC' or the BOatl R.egiettir th.111
detertnine), at 100 percent: of the principal antnount thereof plus accrued 'interest to the date of redemption.
50759113.5
EXHIBIT B
Mandatot,u RedempLjon Bonds may be subject -to mandatory redemption if the successrtul bidder designates certain
maturities as Terin. Bonds.
.Inttirest Irate and Bidding DeMils
No bid will be considered for less than 98%or more than 705%of the par value of the Bonds, One or more rates of
interest may be 1-wed for the Bonds, wbi.cb tatc or m(es inust be in multiples of one-eil hlb or one-bVIcutictb o:f one
tx,r�calt (US w- 1120 or 1 percoatt), or boitll.No n.torc down voc Into of .bAcrobt- at1A;r be fined .I(or a Aa y ornM aaaawkity of
the 'Bonds. No rate of interest for any irlatu:rity may exceed 5,25%. The proc+ceds resulting from the interes( rates
bid :for any waturity may not be less than, 97.50% of the spar amount for that maturity.
Electirortic Bids
The City has deemed PAR171YO as the Qttailil'ied Electronic Bid'Provider (the "Qualified Electronic Bid Provider")
;for purposes of receiving electronic bids for the Bonds. Electronic 'bids may only be, submitted through the
Qualified Electronic Bid Provider.
Electronic bids will be received via PARHYR, until 8;30 a.rn., Pacific. Time, on. February, 27, 2007, and no bid will
be accepted after that time. For further information about PARTTI10_ potential bidders may contact PARITY& at
(2 t 1) 404-S 102,
If a bidder subunits an electronic bid far fate 13onds, such bidder thereby agrees to the fol.loMng terms and
conditions:
(i) If any provision in this Official Notice of Sale Nvith respect to the Bonds conflicts %0th information or
tenna provided or required by the Qualified Electronic Bid. P.roAder, this Official Notice of Sale, including
any a rnondincnts issued through the News Senviocs,, sbarll control.,
(ii) Each bidder shall be solely responsible for iituAdng necessary arrangetnents to access the Qualified
Electronic Bid Provider for purposes of submitting its bid in a direly manner and in compliance with the
requirements of this Official Notice of Sale.
(iii) The. City shall not have any duty or obligation to provide or assure access to the Qualified Electmnic laid
MAcler to any bidder, and tire City shall not be responsible for proper operation of, or have any itabilt[y
for, any delays, interruptions or darnates cattrsed by use of the Qualified Electronic Bid Provider or any
incomplete, imicetin, te or untimely bid submitted by any bidder through the Qualified Electronic Bid
Provider.
(iv) 'The City is using, the Qualified Electronic Bid Provider as a conuntmication mechanism, and not as the
City's agent_ to condnri the electronic bidding for the Bonds. The Qualified Electronic Bid Provider is
acting, as an independent contractor. and is not acting far or on belhalf o.f the City.
(v) The City is not responsible for cusuri-ng or verifying bidder compliance with tiny Qualified Electronic Bid.
Provider procedures.
(vi) The City may regard the electronic transmission of a bid through the Qualified Electronic Bid Provider
(includitig infornuxtion rcgnrding the pumhaac price for the Bonds and interest. tutca for nun- in autrity of the
Bonds) its though the information % ire submitted on the Off ecial :Bid Fortn and executed on the bidder's
behalf by a duly authorized signatory.
(vii) If the bidder's bid is accepted by the City, the Of icial. Bid F'onn, this Official 'Notice of Sale .and the
ird'orinationthat is trrnsinitted electronically to the City tbrough the QualifiedElectronic Bid Provider shall
fore a contract. and tbebidder shall be bound by the terms of such. contract,
(vita) Information provided by the Qualified Electi'ouic Bid Provider to bidders shall form no par of any bid or
of any contact between the successful, bidder and the City unless that info rmalioit_ is :included in this
Official Notice of Sale or in the Official Bid Form provided by the City.
IN
50759113.5
EXHIBIT B
Good Faith Deposit
A good faith deposit is required fora bid to be considered, in the form of a Financial Surety Bond or by certified or
bank cashier's cheek, awde pay.a'bIle to the order of the City of Fdtoo.uds and in the a,t,ount of'$50.000. Va cbeck :is
used. it must be .received by the City prior to die time bilds are to be received. The. address for deliver of the clieck
is:
Tlic Ciq, ofFAmoods
A7W Da t.Cleirle lts Director of Achninimil Services
121 Fifth Avenue Noitli
Edmonds, Wasbington 98020
If a financial Surety Bond is used, it :must be from an insurance conipa.ny licensed to issue such a bond in the State
of Washington and pre -approved by the City. Such bond must be submitted to the City in care of A. Dashen &
Associates, the Cate's financial advisor. at the iiddress below or via fax at (425) 452-9552.. prior to the opening ofthe bids. The financial. Sau"ty Bond imtst identify each bidder ,%yhose deposit is guaranteed by such Financial
Surety ;Bond. if die Bonds .are awarded to a bidder using a Financial. Surety Bond. then that purchaser is required to
submit its deposit to the City in the forth. of a certified or bank cashier's check or wire transfer as instructed by the
City not 'later than 3:00 p.m., Pacific Time. on the next business day following tile award. 11'such deposit is not
received by that time, [Ile Financial Surly .Bo:ncl may be drawn upon by the City to satisfy the deposit requirement.
leach good faith deposit in a fonit other than a Financial Surety Bond shall be returned promptly if the Laid is not
accepted. The good faith deposit check of the successful bidder.for the .Bonds shall be security for [lie performance
of such purchase ;price of the Bonds and shall be cashed by the Cite and will be applied to the purchase price of the
Bonds or'be fodlcited to the City, as 'liquidated dainaiges if the successful bidder fails or rill to complete the
purchase of the :Bonds in accordance wiIill its proposal within 40 days rafter acceptance thereof hiterost will aiot be
Allo-wed to trite putehaser oli such good raith dcposil-
Award
The City reserves the right to reified am, and all bids. acid no 'bid may be vidthdra«rn after the time scheduled:for
:receipt of bids. Unless all proposals are rvjectcd, the City Council will adopt a motion approving the proposal of the
bidder whose proposal results in the 'lowest true interest cost to the City for the Bonds. Adoption of the motion and
approval of such proposal will occur at the regular meeting of the City Council on February 27, 2007 at
approximately 7:00 p,,u, Pacific Time. or as soon thereafter as the inatter can be considered on the day of the
opening of tho bids Award of ilie bid will Become effective inlnrediately upon its sippro-vil by the City.
True interest cost to the Cily will be [lie rate that, when used to compute the present value to the dated date oral!
future payments of principal and interest using semiannual compounding and a YW360-day° year basis. produces an
amount equal to the purchase price of the Bonds. The purchase, price is the bid price. In the event that two bids
stating the same true hill cost are received, the bid will 'be awarded by tot.
Insurance,
The City has requested that the. Bonds be qualified for insurance by .ANfflAC, CIFG. FDIC, 1~SA, MBl.A and XL
Capital Assurance. Bids for the Bonds dial] not be conditioned upon obtaining insurance or any other credit.
entaalioetticnt. l.l'the Bonds quali0fy for issuance Of a1n' policy Of a"nunicipal bond insurance at Oie Option O:f a biddc r.
any pumbase of insurance. shall be at thee sole option rand expense of the bidder. .Any increased costs 0:f isu iricc of
(lie Bonds resulting by reason of insurance. shall be paid by the successful bidder, except that. if the City Iles
requested .Znd' .received a rating 0n the Bonds frrtrta a rating agetic. the City will play the :fee for the ,"quested rat.iitg.
'Fbe City has requested a rating front 'Moody's Investors Service, Any otherrating agency fees shall be Cite
responsibility of the successful bidder. Any failure of the Bonds to'be so insured or of any such policy of insurance
10 be issued steal] not in any- way xelieve the successful bidder of .its contractual Obligations arising frol'n the
acceritanw.. of liq jimposal for the pnn^hacc of the Bonds.
,
50759113.5
EXHIBIT B
iilUir•ert
The Bonds vdil be delivered to DTC, or to Ilre Registrar on behalf of DTC by Fast Automated Securities. Transfer,
aga:iaast payanent of the ,purchase price to the City ofUnionds, Washington, in i.rnmediately ava.iiable federarl 'lnurds,
:less the amount of the good faith deposit. On or before the date of delis„era„ of the Bonds, the ,purchaser shall
provide to the City, such infortnation as bond counsel to the Cite dcenis nc=sary to detemtine the yield on the
Bonds for purposes of Section 148 of the internal .Revenue Code of 1986, tas atnended, The successful bidder for
the Bonds roust actually reoffer all of such Bonds to the general public (excluding, bored houses. brokers or similar
persons or organizations acting in the capacity of undeAvrilers or wholesalers).
Tice .Bonds will be delivered in "book-cntrry only" form ire, accordance N ith Ilse ,getter of represcntations froin the
City to DTC. As of the date of the award of the l3o:nds, each successful bidder must either participate in ITC or
clear through or rnai:ntain a custodial relationship with an entity that participates in DTC.
The City will furnish to the purchaser one transcript of proceedings (in Mforni or paper form. it the purchaser's
optinn); addilional rranwripts a ill be firrnlished at the purchaser's cosi.
If, prior to Ilse delit,ery of the Bonds, the interest thereon shall become includable in the gross income of the
recipients thereof for federal incotrae taax purposes, or if legislation Which would have the mme effect if adopted into
law is passed by either house of Congress or proposed by'a,joint conference cortrtnillce, the successful bidder, at its
option, may be relieved of the obligations to purchase the Bonds„ or the City, at its option; may be relieved of the
obligation to deliver the Bonds.
The issuance of the Bends will be subject io ,leg<il approval by Foster .Pepper PL'LC, Seattle, ZVaslringto.n, bond
counsel, and copies, of:its approNdng Meta] opinion will be furnished to the successful bidder ithout. charge, together
with the usual. closing docurrront's. Bomd Counsel's opinion .will not be ziddrossod to a.ny Bond Insurer, and will
express no opinion comerni,ng the accuracy, completeness or sufficiency of the Preliminary Official Statement or
other offering material ;relating to the Bonds. nor will there be an opinion of Bond Counsel relating to the
tutdeat:al-ing of the Cite to provide ongoing dicclosurc pursuant to SEC Rulc 15c2-12.
CFndems,riter's Cerlificstte
l;Ipon awvard of the Bonds. ilte successful bidder shall promptly advise the City and :its financial advisor of the Initial
reoffering prices to the public of each maturity of the Bonds (the "InitLil, Reoffering Prices"). Simultaneously with
or before delivery of Ure Bonds, the successfal bidder shall furnish to the Chy and bond counsel a certificate in fonn
and substance acceptable to bond counsel (a) cortfirnaing the Initial Reoffering Prices, (b) certifying that a bona fide
offering of: the Bonds has been made to the public (excluding bond houses. brokers and oilier Imennediaties),
(c) stating the 'prices at which a substantial amount of each maturity of the fronds was sold 'to'the public (excluding
bond houses, brokers, and other intermediaries), (d) stating the price at which any. Bonds that, remain unsold at the
elate of closing %gourd have been sold on such date, (e) if Bond Insuranoe is used, certifying that the present value of
the bond insurance premium s less than the interest cost savings to the City„, and (f) stating the offering price of each
Bond sold to institutional or other investors at discount.
CUSIF Numbers
.it is anticipated that CUSIP identification 'numbers will be'printed on the Bonds; 'however, 'neither, die failure to print
CUSIP numbers on any.Bond no:r .tiny error with respect thereto grill constitute cause- for failure or refusal by the
purchaser thereof to accept delivery of and pay for the Bonds. The successful bidder is responsible for obtaining
CU SIP nuanbers, and the CUSIP Service Moreau charge for assignment of those numbers shall be the responsibility
of and slriall be paid for by the purchaser. Tltc City shall bear all w penses for printing the CUSIP :numbers on the
Bonds.
50759113.5
EXHIBIT B
Continuing Disclosure
In order to assist bidders in complying ,with SEC faille 15c2-12(b')(5). the Uty ivil.l undertake to provide certain
annual financial information and notices of the occurrence of certain events, if nuiterial.. A description of this
undertaking is set With in the Preliminary Official. Statement.
official Statt'artent
The Pichinj am Official 'Statement is in a form deemed final by the Cite for the purpose or SEC
Rule 150 2(b)(1). but is subject to ,revision. arnendment and cornpletion. in a final Official Statement whicl► the
City mill deliver; at the expense of the City, to die purchaser not later than seven business days after (lie City's
acceptance of the bid. At the closing of the Bonds, one or more officials of the City will! furnish a certificate stating
that to the best of his orthcir knowledge. the Official Statement, as of its date. and ,-,as of the dale of closing does not
contain any untrue staternent of a material fact or otntl to state a material fact necessary to make the statements
contained therein. in light of the circumstances under wNch they were :n ade. ntot inisleading, (however. the City will
make no repmwaifn1ion regarding fhe inforrruifion Provided by DTC, the bond registrar or any entify providing bond
insul-ance.
By submitting the successfid proposal for the Bonds, the purchaser agrees to !rile. or cause to be filed, within one
tunsiness day :following Ilie- receipt: from the City; the ritual Official Statement %Ath a nationally recogiumd ruurai'cipal
securities information iepositon= designated by the Securities artd Exchange Commission.
Each successful bidder also agrees::
(i) to provide to the City, in wrifing,, prornptly after notification that they are the successful bidder, pricing, and
other related infornnatlon neccris ary for cornpletion of the final Official Sdatcmortt .and the final tax
ecitiliCattln,
(d) to disseminate to all members of the underwriting sy=ndicate, if any, copies of t}te final Official. Statement„
including any amendments or supplements prepared by the City, and
(iii) to take arry and all actions necessary to comply with applicable Securities a,nd. Exchangc Commission and
Muni0pal sccuairics Rul4tuaking Board, rules gmcnting a1c of ai:u . sale ana dutivety of t u Bonds to
ultimate purchasers. including without limi(ation, the delivery of a final Official Statement to each investor
who purchases Bonds.
Additional Iufbrtttation
.A.dditional information.:mmy 'be obtained from tlae City' Financial advisor- Alara Dashen. A. Daslten fit. Associates.
10900 NE &th St., Suite 900, Bellevue, WA 98004, fe(ephone (425) 452-9550. The Preliminary Official Statement.
(with the Official Bid Fonn included) may be obtained from i-Deal Prospectus, a ,emict of i-Deal LUC, at nvwni-..i-
f8!'�i pl�,.f�1.�.53�,3d1 f1a11one: 21.2_:tol.glr?1),
RE
CITY OF EDMONDS. WASHINGTON
By: JEL POTLU i l21
Directorof Administrdtive Scivices
50759113.5
EXHIBIT C
FINAL MATURITY SCHEDULE
Maturity Dates Amounts Interest Rates
2007
$130,000
3.65%
2008
190,000
3.65
2009
195,000
3.65
2010
205,000
3.65
2011
210,000
3.65
2012
220,000
3.65
2013
225,000
3.65
2014
235,000
3.65
2015
245,000
3.65
2016
255,000
3.65
2019
810,000
3.75
2021
600,000
3.80
2023
645,000
3.80
2026
1,065,000
3.95
C-1
50759113.5
EXHIBIT C
EXHIBIT D
EXHIBIT D
Purchaser's Electronic Bid for the Bonds and Summary of Bid Results
50759113.5
EXHIBIT D
Mftyry Re"'Utsou.,il Pri-5c I of I
C6:AT24 rum. FIP5T 41 r
n Cakndw WA W�,Y
Bid Rmlls
Edmionds
$62M.0001 Limfted Tax General Ubligation Sondk, 2007,
1 boifrdwq�Ni lh-ift-we gulmillod UOV PAWTV'fbild ,fW;W6d tunked by lammst TIC.
Chik cm. lhu narrm & each biddcr in ppo Ihn tri2spoct" Vaq,
IAAwaad'
RIddor Name
}I
ti`f,cAwjjl," Ing,
ItAX-q n 04012—AL&F-MAIMAN,
3.9356417
VW Nk
m MIW R3 Itr �ffzrr ?
4-97,097-T
a
M0956
tA Yonad Ing th a Do n d -, I a . a -,pod � f I a b krdef W I p rorA d o,'! m 9 W" 4 1 h R R ' in 0,10t,
hitps Ylwvm. wv 129 m1wo e. W eal. caWP afi ty./nquh ahn, W, III
D-1
50759113.5
YARMIReciffairig
EXHIBIT D
Pagel Orl
P14CCapUll Marke-ts-'a Reofferling $vwfle 4PARPIT..."Y',"
Ecimonds
$-5,2 X1000 Umited Tax Gonmif Obligation l3onds, 2007
Matwily- Dale
3
Gbupm 1-1
IN'leld %
DaInr P&m
CA Wrk_'.
i ZID-1 rAW
185M
310511I)
3 W,1%
IDD 037
1,9504,
.3)9500
1
13SWl
fDOrCW
1
I PM W1 D
.2 U00A
345w
115zm,
", WZ7
12MV207
21,5M
3jaw0,
3. f0
-pv7g,-2
3.650
12'17tr avrz.
A
24PM
W,
31721:0
'09ATO'
349
=Waal
MOM
1 300
w6m
1 &-V 2
M1
IBM
3,11000
99.018
w5oo
[4moul
99..717
1
Accrued Interest: Saw
Gras3 Pre dUction: $5.200,654.35
*1M4,MVkw,1 LLCM rQkf� Tfk*o A N*
D-2
50759113.5
t—parityR.- '2127421M7
EXHIBIT D
PAP IW Ter mn'Boi& :r-ugci or i
F6 F �ixm �
IPNC Capitat, Maieiketa% SInking Fund of Term Bond
Edmonds
$5,i 2.30fl,000 Llmftedl Tax. GanoralObligation! Bends, 2007
hfitta* Dait-Amuni
I
n
imlit'All 7
2MA
T18
2TUVA
12)'012019
280M
3,750O,
12ffi1QM
j 295M
I Mir"i
.305M
3.8wr1
121}V2M
.,VL*j M
1 I-AV2003
M M
3,UW
12Ml-r2D2'4,,
z4SM
5
:-awm
IMInan;j
3T!5M
!'*-,w
4� �0� LLC-MA iqH;c*wpml,
D-3
50759113.5
CERTIFICATION
I, the undersigned, City Clerk of the City of Edmonds, Washington (the "City"), hereby
certify as follows:
1. The attached copy of Resolution No. 1142 (the "Resolution") is a full, true and
correct copy of a Resolution duly adopted at a regular meeting of the City Council of the City
held at the regular meeting place thereof on February 27, 2007, as that Resolution appears on the
minute book of the City; and the Resolution is in full force and effect from and after its date of
adoption; and
2. A quorum of the members of the City Council was present throughout the meeting
and a majority of those members present voted in the proper manner for the adoption of the
Resolution.
IN WITNESS WHEREOF, I have hereunto set my hand this 271h day of February, 2007.
CITY OF EDMONDS, WASHINGTON
City Clerk
50759113.5