Ordinance 3051CITY OF EDMONDS, WASHINGTON
ORDINANCE NO. 3051
AN ORDINANCE of the City of Edmonds, Washington,
relating to contracting indebtedness; providing for the
issuance of $1,450,000 par value of Limited Tax General
Obligation Refunding Bonds, 1995, of the City to provide
part of the funds with which to pay the cost of refunding
the City's outstanding Limited Tax General Obligation
Refunding Bonds, 1991, and paying the administrative
costs of such refunding and the costs of issuance and
sale of such bonds; fixing the date, form, maturities,
interest rates, terms and covenants of the bonds;
establishing a bond redemption fund; providing for and
authorizing the purchase of certain obligations out of
the proceeds of the sale of the bonds herein authorized
and for the use and application of the money derived from
those investments; authorizing the execution of an
agreement with First Trust Washington of Seattle,
Washington, as refunding trustee; providing for the call,
payment and redemption of the outstanding bonds to be
refunded; and approving the sale and providing for the
delivery of the bonds to Seattle- Northwest Securities
Corporation of Seattle, Washington.
WHEREAS, pursuant to Ordinance No. 2822, the City of Edmonds,
Washington (the "City ") , heretofore issued its $2,425,000 par value
Limited Tax General Obligation Refunding Bonds, 1991 (the 111991
Bonds "), for the purpose of providing funds with which to pay part
of the cost of paying and redeeming the City's outstanding Limited
Tax General Obligation Bonds, 1980, and by that ordinance reserved
the right to redeem the 1991 Bonds maturing on and after
September 1, 1996, prior to their maturity on March 1, 1996, and on
any interest payment date thereafter, at a price of par plus
accrued interest to the date fixed for redemption; and
WHEREAS, there are presently outstanding $1,400,000 par value
of 1991 Bonds maturing on September 1 of each of the years 1996
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through 2000, inclusive,. and bearing various interest rates from
6.05% to 6.45% (the "Refunded Bonds "); and
WHEREAS, after due consideration, it appears to the City
Council that the Refunded Bonds may be refunded by the issuance and
sale of the limited tax general obligation refunding bonds
authorized herein (the "Bonds ") so that a substantial savings will
be effected by the difference between the principal and interest
cost over the life of the Bonds and the principal and interest cost
over the life of the Refunded Bonds but for such refunding, which
refunding will be effected by:
(a) The issuance of the Bonds and the payment of the
costs of the issuance of the Bonds and the costs of
the refunding;
(b) The call, payment and redemption on March 1, 1996,
of.all of the Refunded Bonds at a price of par plus
accrued interest;
and
WHEREAS, to effect that refunding in the manner that will be
most advantageous to the City it is found necessary and advisable
that certain Acquired Obligations (hereinafter defined) bearing
interest and maturing at such time or times as necessary to
accomplish the refunding as aforesaid be purchased out of a portion
of the proceeds of the Bonds; and
WHEREAS, the City Council deems it to be in the best interests
of the City to issue and sell the Bonds to pay part of the cost of
refunding the Refunded Bonds and to pay the administrative costs of
such refunding and the costs of issuance and sale of the Bonds; and
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WHEREAS, Seattle- Northwest Securities Corporation has offered
to purchase the Bonds under the terms and conditions hereinafter
set forth in the form of a purchase contract; NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, DO ORDAIN
as follows:
Section 1. Debt Capacity. The assessed valuation of the
taxable property within the City as ascertained by the last
preceding assessment for City purposes for the calendar year 1995
is $2,175,022,416, and the City has outstanding general
indebtedness evidenced by limited tax general obligation bonds and
leases in the principal amount of $6,835,000 incurred within the
limit of up to 1 -1/2% of the value of the taxable property within
the City permitted for general municipal purposes without a vote of
the qualified voters therein and no unlimited tax general
obligation bonds issued pursuant to a vote of the qualified voters
of the City, and the amount of indebtedness for which bonds are
authorized herein to be issued is $1,450,000.
Section 2. Authorization of Bonds. The City shall borrow
money on the credit of the City and issue negotiable limited tax_
general obligation bonds evidencing that indebtedness in the amount
of $1,450,000 for general City purposes to accomplish the following
(the "Refunding Plan "):
(a) the placement of sufficient proceeds of the
Bonds which, with other money of the City, if necessary,
will acquire the Acquired Obligations to be deposited,
with cash, if necessary, with the Refunding Trustee;
(b) the call, payment and redemption on March 1,
1996, of all of the Refunded Bonds at a price of par plus
accrued interest; and
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(c) the payment of the costs of issuing the Bonds
and the costs of carrying out the foregoing elements of
the Refunding Plan.
The general indebtedness to be incurred shall be within the limit
of up to 1 -1/2% of the value of the taxable property within the
City permitted for general municipal purposes without a vote of the
qualified voters therein.
Section 3. Description of Bonds. The bonds shall be called
Limited Tax General Obligation Refunding Bonds, 1995, of the City
(the "Bonds "); shall be in the aggregate principal amount of
$1,450,000; shall be dated December 1, 1995; shall be in the
denomination of $5,000 or any integral multiple thereof within a
single maturity; shall be numbered separately in the manner and
with any additional designation as the Bond Registrar
(collectively, the fiscal agencies of the State of Washington
located in Seattle, Washington, and New York, New York) deems
necessary for purposes of identification; shall bear interest
(computed on the basis of a 360 -day year of twelve 30 -day months)
payable semiannually on each March 1 and September 1, commencing
March 1, 1996, to the maturity of the Bonds; and shall mature on
September 1 in years and amounts and bear interest at the rates per
annum as follows:
Maturity Interest
Years Amounts Rates
1996 $280,000 4.00%
1997 280,000 4.00
1998 280,000 4.10
1999 300,000 4.20
2000 310,000 4.30
Section 4. Registration and Transfer of Bonds: The Bonds
shall be issued only in registered form as to both principal and
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interest and shall be recorded on books or records maintained by
the Bond Registrar (the "Bond Register "). The Bond Register shall
contain the name and mailing address of the owner of each Bond and
the principal amount and number of each of the Bonds,held by each
owner.
Bonds surrendered to the Bond Registrar may be exchanged for
Bonds in any authorized denomination of an equal aggregate
principal amount and of the same interest rate and maturity. Bonds
may be transferred only if endorsed in the manner provided thereon
and surrendered to the Bond Registrar. Any exchange or transfer
shall be without cost to the owner or transferee. The Bond
Registrar shall not be obligated to exchange or transfer any Bond
during the 15 days preceding any principal payment or redemption
date.
Section 5. Payment of Bonds. Both principal of and interest
on the Bonds shall be payable in lawful money of the United States
of America. Interest on the Bonds shall be paid by checks or
drafts of the Bond Registrar mailed on the interest payment date to
the registered owners at the addresses appearing on the Bond
Register on the 15th day of the month preceding the interest
payment date. Principal of the Bonds shall be payable upon
presentation and surrender of the Bonds by the registered owners at
either of the principal offices of the Bond Registrar at the option
of the owners.
Section 6. Optional Redemption and Open Market Purchase of
Bonds. The Bonds shall be issued without the right or option of
the City to redeem the Bonds prior to their stated maturity dates.
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The City reserves the right and option to purchase any or all
of the Bonds in the open market at any time at a price not in
excess of par plus accrued interest to the date of purchase.
All Bonds purchased under this section shall be canceled.
Section 7. Failure to Redeem .Bonds. If any Bond is not
redeemed when properly presented at its maturity date, the City
shall be obligated to pay interest on that Bond at the same rate
provided in the Bond from and after its maturity until that Bond,
both principal and interest, is paid in full or until sufficient
money for its payment in full is on deposit in the bond redemption
fund hereinafter created and the Bond has been called for payment
by giving notice of that call to the registered owner of each of
those unpaid Bonds.
Section 8. Pledge of Taxes. For as long as any of the Bonds
are outstanding, the City irrevocably pledges to include in its
budget and levy taxes annually within the constitutional and
statutory tax limitations provided by law without a vote of the
electors of the City on all of the taxable property within the City
in an amount sufficient, together with other money legally
available and to be used therefor, to pay when. due the principal of
and interest on the Bonds, and the full faith, credit and resources
of the City are pledged irrevocably for the annual levy and
collection of those taxes and the prompt payment of that principal
and interest.
Section 9. Form and Execution of Bonds. The Bonds shall be
printed or lithographed on good bond paper in a form consistent
with the provisions of this ordinance and state law and shall be
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signed by the Mayor and City Clerk, either or both of whose
signatures may be manual or in facsimile, and the seal of the City
or a facsimile reproduction thereof shall be impressed or printed
thereon.
Only Bonds bearing a Certificate of Authentication in the
following form, manually signed by the Bond Registrar, shall be
valid or obligatory for any purpose or entitled to the benefits of
this ordinance:
CERTIFICATE OF AUTHENTICATION
This Bond is one of the fully registered City of
Edmonds, Washington, Limited Tax General Obligation
Refunding Bonds, 1995, described in the Bond Ordinance.
WASHINGTON STATE FISCAL AGENCY
Bond Registrar
By
Authorized Signer
The authorized signing of a Certificate of Authentication shall be
conclusive evidence that the Bonds so authenticated have been duly
executed, authenticated and delivered and are entitled to the
benefits of this ordinance.
If any officer whose facsimile signature appears on the Bonds
ceases to be an officer of the City authorized to sign bonds before
the Bonds bearing his or her facsimile signature are authenticated
or delivered by the Bond Registrar or issued by the City, those
Bonds nevertheless may be authenticated, issued and delivered and,
when authenticated, issued and delivered, shall be as binding on
the City as though that.person had continued to be an officer of
the City authorized to sign bonds. Any Bond also may be signed on
behalf of the City by any person who, ' on the actual date of signing
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of the Bond, is an officer of the City authorized to sign bonds,
although he or she did not hold the required office on the date of
issuance of the Bonds.
Section 10. Bond Registrar. The Bond Registrar shall keep,
or cause to be kept, at its principal corporate trust office,
sufficient books for the registration and transfer of the Bonds,
which shall be open to inspection by the City at all times. The
Bond Registrar is authorized, on behalf of the City, to
authenticate and deliver Bonds transferred or exchanged in
accordance with the provisions of the Bonds and this ordinance, to
serve as the City's paying agent for the Bonds and to carry out all
of the Bond Registrar's powers and duties under this ordinance and
City Ordinance No. 2451 establishing a system of registration for
the City's bonds and obligations.
The Bond Registrar shall be responsible for its
representations contained in the Bond Registrar's Certificate of
Authentication on the Bonds. The Bond Registrar may become the
owner of Bonds with the same rights it would have if it were not
the Bond Registrar and, to the extent permitted by law, may act as
depository for and permit any of its officers or directors to act
as members of, or in any other capacity with respect to, any
committee formed to protect the rights of Bond owners.
Section 11. Preservation of Tax Exemption for Interest on
Bonds. The City covenants that it will take all actions necessary
to prevent interest on the Bonds from being included in gross
income for federal income tax purposes, and it will neither take
any action nor make or permit any use of proceeds of the Bonds or
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other funds of the City treated as proceeds of the Bonds at any
time during the term of the Bonds which will cause interest on the
Bonds to be included in gross income for federal income tax
purposes. The City also covenants that it will, to the extent the
arbitrage rebate requirement of Section 148 of the Internal Revenue
Code of 1986, as amended (the "Code "), is applicable to the'Bonds,
take all actions necessary to comply (or to be treated as having
complied) with that requirement in connection with the Bonds,
including the calculation and payment of any penalties that the
City has elected to pay as an alternative to calculating rebatable
arbitrage, and the payment of any other penalties if required under
Section 148 of the Code to prevent interest on the Bonds from being
included in gross income for federal income tax purposes. The City
certifies that it has not been notified of any listing or proposed
listing by the Internal Revenue Service to the effect that it is a
bond issuer whose arbitrage certifications may not be relied upon.
Section 12. Designation of Bonds as "Qualified Tax - Exempt
Obligations." The City has determined and certifies that (a) the
Bonds are not ' "private activity bonds" within the meaning of
Section 141 of the Code; (b) the reasonably anticipated amount of
tax - exempt obligations (other than private activity bonds) which
the City and any entity subordinate to the City (including any
entity which the City controls, which derives its authority to
issue tax - exempt obligations from the City or which issues tax -
exempt obligations on behalf of the City) will issue during the
calendar year in which the Bonds are issued will not exceed
$10,000,000; and (c) the amount of tax - exempt obligations,
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including the Bonds, designated by the City as "qualified tax -
exempt obligations" for the purposes of Section 265(b)(3) of the
Code during the calendar year in which the Bonds are issued does
not exceed $10,000,000. The City designates the Bonds as
"qualified tax - exempt obligations" for the purposes of
Section 265(b)(3) of the Code.
Section 13. Bonds Negotiable. The Bonds shall be negotiable
instruments to the extent provided by RCW 62A.8 -102 and 62A.8 -105.
Section 14. Refunding or Defeasance of the Bonds. The City
may issue refunding bonds pursuant to the laws of the State of
Washington or use money available from any other lawful source to
pay when due the principal of and interest on the Bonds, or any
portion thereof included in a refunding or defeasance plan, and to
redeem and retire, refund or defease all such then - outstanding
Bonds (hereinafter collectively called the "defeased Bonds ") and to
pay the costs of the refunding or defeasance. If money and /or
direct obligations of the United States of America maturing at a
time or times and bearing interest in amounts (together with money,
if necessary) sufficient to redeem and retire, refund or defease
the defeased Bonds in accordance with their terms are set aside in
a special trust fund or escrow account irrevocably pledged to that
redemption, retirement or defeasance of defeased Bonds (hereinafter
called the "trust account "), then all right and interest of the
owners of the defeased Bonds in the covenants of this ordinance and
in the funds and accounts obligated to the payment of the defeased
Bonds shall cease and become void. The owners of defeased Bonds
shall have the right to receive payment of the principal of and
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interest on the defeased Bonds from the trust account. The City
shall include in the refunding or defeasance plan such provisions
as the City deems necessary for the random selection of any
defeased Bonds that constitute less than all of a particular
maturity of the Bonds, for notice of the defeasance to be given to
the owners of the defeased Bonds and to such other persons as the
City shall determine, and for any required replacement of Bond
certificates for defeased Bonds. The defeased Bonds shall be
deemed no longer outstanding, and the City may apply any money in
any other fund or account established for the payment or redemption
of the defeased Bonds to any lawful purposes as it shall determine.
Section 15. Bond Fund and Deposit of Bond Proceeds. All of
the proceeds of the Bonds, exclusive of accrued interest, shall be
deposited with the Refunding Trustee in accordance with Section 16
herein.
There is created and established in the office of the City
Finance Director a special fund designated as the Limited Tax
General Obligation Refunding Bond Fund, 1995 (the "Bond Fund ").
Accrued interest on the Bonds, if any, received from the sale and
delivery of the Bonds shall be paid into the Bond Fund. All taxes
collected for and allocated to the payment of the principal of and
interest on the Bonds shall be deposited in the Bond Fund.
Section 16. Refunding of the Refunded Bonds.
(a) Appointment of Refunding Trustee. First Trust Washington
of Seattle, Washington, is appointed Refunding Trustee.
(b) Use of Bond Proceeds; Acquisition and Substitution of
Acquired Obligations. A sufficient amount of the proceeds of the
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sale of the 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 Refunded Bonds under
Ordinance No. 2822 by providing for. the payment of the amounts
required to be paid by the Refunding Plan. To the extent
practicable, such obligations shall be discharged fully by the
Refunding Trustee's simultaneous purchase of United States Treasury
Certificates of Indebtedness, Notes and bonds - -State and Local
Government Series and /or other direct, noncallable obligations of
the United States of America (the "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 amount
required to be paid by the Refunding Plan. The Acquired
Obligations are listed and more particularly described in
Schedule A attached to the Refunding Trust Agreement between the
City and the Refunding Trustee, but are subject to substitution as
set forth below. Any Bond proceeds deposited with the Refunding
Trustee that are not needed to purchase the Acquired Obligations
and provide a beginning cash balance, if any, and pay the costs of
issuance of the Bonds shall be returned to the City at the time of
delivery of the Bonds for deposit in the Bond Fund.
Prior to the purchase of any such Acquired Obligations, the
City reserves the right to substitute other Government Obligations
for any of the Acquired Obligations and to use any savings created
thereby for any lawful City purpose if, (a) in the opinion of
Foster Pepper & Shefelman, the City's bond counsel, the interest on
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the Bonds and the Refunded Bonds will remain excluded from gross
income for federal income tax purposes under Sections 103, 148 and
149(d) of the Code, and (b) such substitution shall not impair the
timely payment of the amounts required to be paid by the Refunding
Plan, as verified by Seattle- Northwest Securities Corporation and
set forth in a letter of sufficiency.
After the purchase of the Acquired Obligations by the
Refunding Trustee, the City reserves the right to substitute
therefor cash or Government Obligations subject to the conditions
that such money or securities held by the Refunding Trustee shall
be sufficient to carry out the Refunding Plan, that such
substitution will not cause the Bonds and the Refunded 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 date of the
Bonds, and that it obtain, at its expense: (1) verification by a
nationally recognized independent certified public accounting firm
acceptable to the Refunding Trustee confirming that the payments of
principal of and interest on the Government Obligations, if paid
when due, and any other money held by the. Refunding Trustee will be
sufficient to carry out the Refunding Plan; and (2) an opinion from
Foster Pepper & Shefelman, bond counsel to the City, its successor,
or other nationally recognized bond counsel to the City, to the
effect that the disposition and substitution or purchase of such
securities, under the statutes, rules and regulations then in force
and applicable to the Bonds, will not cause the interest on the
Bonds or the Refunded Bonds to be included in gross income for
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federal income tax purposes and that such disposition and
substitution or purchase is in compliance with the statutes and
regulations applicable to the 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.
(c) Administration of Refunding Plan. The Refunding Trustee
is authorized and directed to purchase the Acquired Obligations (or
substitute obligations) and to make the payments required to be
made by -the 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,
invested and applied in accordance with the provisions of Ordinance
No.' 2822, this ordinance, applicable statutes of the State of
Washington and the Refunding Trust Agreement. All necessary and
proper fees, compensation and expenses of the Refunding Trustee for
the Bonds and all other costs incidental to the setting up of the
escrow to accomplish the refunding of the Refunded Bonds and costs
related to the issuance and delivery of the Bonds, including bond
printing, bond counsel's fees and other related expenses, shall be
paid out of the proceeds of the Bonds.
(d) Authorization for Refunding Trust Agreement. To carry
out the Refunding Plan provided for by this ordinance, the Mayor or
City Clerk of the City is authorized and directed to execute and
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deliver to the Refunding Trustee a Refunding Trust Agreement
substantially in the form on file with the City Clerk and by this
reference made a part hereof setting forth the duties, obligations
and responsibilities of the Refunding Trustee in connection with
the payment, redemption and retirement of the Refunded Bonds as
provided herein and stating that the provisions for payment of the
fees, compensation and expenses of such Refunding Trustee set forth
therein are satisfactory to it. Prior to executing the Refunding
Trust Agreement, the Mayor or City Clerk of the City is authorized
to make such changes therein which do not change the substance and
purpose thereof or which assure that the escrow provided therein
and the Bonds are in compliance with the requirements of federal
law governing the exclusion of interest on the Bonds from gross
income for federal income tax purposes.
Section 17. Call for Redemption of the Refunded Bonds. The
City calls for redemption on March 1, 1996, all of the Refunded
Bonds at a price of par plus accrued interest. Such call for
redemption shall be irrevocable after the delivery of the Bonds to
the initial purchaser thereof. The -date on which the Refunded
Bonds are called for redemption is the earliest date on which the
those bonds may be called for redemption.
The proper officials of the City are authorized and directed
to give or cause to be given such notices as required, at the times
and in the manner required pursuant to Ordinance No. 2822 in order
to effect the redemption prior to their maturity of the Refunded
Bonds.
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Section 18. City Findings with Respect to Refunding. The
City Council finds and determines that the issuance and sale of the
Bonds at this time will effect a savings to the City and is in the
best interest of the City and in the public interest. In making
such finding and determination, the City Council has given
consideration to the fixed maturities of the Bonds and the Refunded
Bonds, the costs of issuance of the Bonds and the known earned
income from the investment of the proceeds of the issuance and sale
of the Bonds pending payment and redemption of the Refunded Bonds.
The City Council further finds and determines that the money
to be deposited with the Refunding Trustee for the Refunded Bonds
in accordance with Section 16 of this ordinance will discharge and
satisfy the obligations of the City under Ordinance No. 2822 with
respect to the Refunded Bonds, and the pledges, charges, trusts,
covenants.and agreements of the City therein made or provided for
as to the Refunded Bonds, and that the Refunded Bonds shall no
longer be deemed to be outstanding under such ordinance immediately
upon the deposit of such money with the Refunding Trustee.
Section 19. Approval of Bond Purchase Contract. Seattle-
Northwest Securities Corporation of Seattle, Washington, has
presented a purchase contract (the "Bond Purchase Contract ") to the
City offering to purchase the Bonds under the terms and conditions
provided in the Bond Purchase Contract, which written Bond Purchase
Contract is on file with the City Clerk and is incorporated herein
by this reference. The City Council finds that entering into the
Bond Purchase Contract is in the City's best interest and therefore
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accepts the offer contained therein and authorizes its execution by
City officials.
The Bonds will be printed. at City expense and will be
delivered to the purchaser in accordance with the Bond Purchase
Contract, with the approving legal opinion of Foster Pepper &
Shefelman, municipal bond counsel of Seattle, Washington, regarding
the Bonds printed on each Bond. Bond counsel shall not be required
to review and shall express no opinion concerning the completeness
or accuracy of any official statement, offering circular or other
sales or disclosure material issued or used in connection with the
Bonds, and bond counsel's opinion shall so state.
The proper City officials are authorized and directed to do
everything necessary for the prompt delivery of the Bonds to the
purchaser and for the proper application and use of the proceeds of
the sale thereof.
Section 20. Preliminary Official Statement Deemed Final. The
City Council has been provided with copies of a preliminary
official statement dated November 6, 1995 (the "Preliminary
Official Statement "), prepared in connection with the sale of the
Bonds. For the sole purpose of the Bond purchaser's compliance
with United States Securities and Exchange Commission ( "SEC ") Rule
15c2- 12(b)(1), the City "deems final" that Preliminary Official
Statement as of its date, except for the omission of information as
to offering prices, interest rates, selling compensation, aggregate
principal amount, principal amount per maturity, maturity dates,
options of redemption, delivery dates, ratings and other terms of
the Bonds dependent on such matters.
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Section 21. Undertaking to Provide Continuing Disclosure. To
meet the requirements of SEC Rule 15c2- 12(b)(5). (the "Rule "), as
applicable to a participating underwriter for the Bonds, the City
makes the following written undertaking (the "Undertaking ") for the
L
.benefit of holders of the Bonds:
(a) Undertaking to Provide Annual Financial
Information and Notice of Material Events. The City
undertakes to provide or cause to be provided, either
directly or through a designated agent:
(i) To each nationally recognized municipal
securities information repository designated by the
SEC in.accordance with the Rule ("NRMSIR") and to
a state information depository, if any, established
in the state of Washington (the "SID ") annual
financial information and operating data of the
type included in the final official statement for
the Bonds and described in Section 21(b) ( "annual
financial information ");
(ii) To each NRMSIR or the Municipal
Securities Rulemaking Board ("MSRB"), and to the
SID, timely notice of the occurrence of any of the
following events with respect to the Bonds, if
material: (1) principal and interest payment
delinquencies; (2) non - payment related defaults;
(3) unscheduled draws on debt service reserves
reflecting financial difficulties; (4) unscheduled
draws on credit enhancements reflecting financial
difficulties; (5) substitution of credit or
liquidity providers,,or their failure to perform;
(6) adverse tax opinions or events_ affecting the
tax - exempt status of the - Bonds; (7)- modifications
to rights of holders of the Bonds; (8) Bond calls
(other than scheduled mandatory redemptions of Term
Bonds); (9) defeasances; (10) release,
substitution, or sale of property securing
repayment of the Bonds; and (11) rating changes;
and
(iii) To each NRMSIR or to the MSRB, and to
the SID, timely notice of a failure by the City to
provide required annual financial information on or
before the date specified in Section 21(b).
(b) Tyne of Annual Financial Information Undertaken
to be Provided. The annual financial information that
the City undertakes to provide in Section 21(a):
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(i) Shall cohsist of (1) annual financial
statements prepared in accordance with subsection
(b) (ii) below, which may not be audited, except
that if and when audited financial statements are
otherwise prepared and available to the City they
will be provided, (2) a statement of authorized,
issued and outstanding general obligation debt of
the City, (3) the assessed value of the property
within the City subject to ad valorem taxation, and
(4) ad. valorem tax levy rates and amounts and
percentage of taxes collected;
(ii) Shall be prepared in accordance with
applicable generally accepted accounting principles
promulgated by the Government Accounting Standards
Board ("GASB"), as such principles may be changed
from time to time by GASB or its successor;
.(iii) Shall not be audited, except, however,
that if and when audited financial statements are
otherwise prepared and available to the City they
will be provided;
(iv) Shall be provided to each NRMSIR and
the SID, not later than the' last day of the 7th
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, 1996; and .
(v) May be provided in a single or multiple
documents, and may be incorporated by reference to
other documents that have been filed with each
NRMSIR and the SID, or, if the document
incorporated by reference is. a "final official
statement" with respect.to. other obligations of the
City, that has been.filed with the MSRB.
(c) Amendment of Undertakings. The Undertaking is
subject to .amendment after the primary offering of the
Bonds without the consent of any holder of any Bond, or
of any broker, dealer, municipal securities dealer,
participating underwriter, rating agency, NRMSIR, the SID
or the MSRB, under the circumstances and in the manner
permitted by the Rule.
The City will give notice to each NRMSIR or the
MSRB, and the SID, of the substance (or provide a copy)
of any amendment to the Undertaking and a brief statement
of the reasons for the amendment. If the amendment
changes the type of annual financial information to be
provided, the notice also will include a narrative
0210895.02
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explanation of the effect of that change on the type of
information to be provided.
(d) Beneficiaries. The Undertaking evidenced by
this Section 21 shall inure to the benefit of the City
and any holder of Bonds, and shall not inure to the
benefit of or create any rights in any other person.
(e) ..Termination of Undertaking. The City's
obligations under this Undertaking shall terminate upon
the legal defeasance of all of the Bonds. In addition,
the City's obligations under this Undertaking shall
terminate if those provisions of the Rule which require
the City to comply with this Undertaking become legally
inapplicable in respect of the Bonds for.any. reason, as
confirmed by an opinion of nationally- recognized. bond
counsel or other counsel familiar with - federal securities
laws delivered to the City, and the City provides timely
notice of such termination to each NRMSIR or the MSRB and
the SID.
(f) Remedy for Failure to Comply with Undertaking.
As soon as practicable after the City learns of any
failure to comply with the 'Undertaking, the City. will
proceed with due diligence to cause such noncompliance to
be corrected. No failure by the City or other obligated
person to comply with the Undertaking shall constitute a
default in respect of the Bonds. The sole remedy of any
holder of a Bond shall be to take such actions as that
holder deems necessary, including seeking an. order of
specific performance from an appropriate court, to compel
the City or other obligated person to comply with the
Undertaking.
(g) Designation of official Responsible to
Administer Undertaking. - The Administrative Services
Director/ Finance Director of the -City or his or her
designee (or such other officer of the City who may ,in
the future perform the duties of the _Administrative
Services Director/ Finance Director) is authorized and
directed in his or her discretion to take such further
actions as may be necessary, appropriate or convenient to
carry out the Undertaking of the City in respect of the
Bonds set forth in this Section 21 and in accordance with
the Rule, including, without limitation, the following
actions:
(i) Preparing and filing the annual
financial information undertaken to be provided;
(ii) Determining whether any event specified
in Section 21(a) has occurred, assessing its
materiality with respect to the Bonds, and, if
0210895.02
-20-
material, preparing and disseminating notice of its
occurrence;
(iii) Determining whether any person other
than the City is an "obligated person" within the
meaning of the Rule with respect to the Bonds, and
obtaining from such person an undertaking to
provide any annual financial information and notice
of material events for that person in accordance
with the Rule;
(iv) Selecting, engaging and compensating
designated agents and consultants, including but
not limited to financial advisors and legal
..counsel, to assist and advise the City in.carrying
out the Undertaking; and
(v) Effecting. any necessary amendment of
the Undertaking.
Section 22. Temporary Bond. Pending the printing, execution
and delivery to the purchaser of definitive Bonds, the City may
cause to be executed and delivered to the purchaser a single
temporary Bond in the total principal amount of the Bonds. The
temporary Bond shall bear the same date of issuance, interest
rates, principal payment dates and terms and covenants as the
definitive Bonds, shall be issued as a fully registered Bond in the
name of the purchaser, and otherwise shall be in a form acceptable
to - the purchaser. The temporary Bond shall—be exchanged for
definitive Bonds as - soon as they are printed; .:. executed. and
available for delivery.
Section 23. Effective Date of Ordinance. This ordinance is
a legislative act not subject to referendum and shall take effect
0
0210895.02
-21-
and be in force from and after its passage and five days following
its publication as required by law.
PASSED by the City Council of the City of Edmonds, Washington,
at a regular open public meeting thereof, this 14th day of
November,'1995.
`-� Mayor
ATTEST:
City Clerk .J.
Filed with the City Clerk: 11/09/95
Passed by the City Council: 11/14/95
Published: 11/19/95
Effective Date: 11/24/95
Ordinance No. : 3051
0210895.2
-22-
SUMMARY OF ORDINANCE NO. 3051
of the City of Edmonds, Washington
On the 14th day of November, 1995, the City Council of the City of Edmonds,
passed Ordinance No. 3051. A summary of the content of said ordinance, consisting of
the title, provides as follows:
AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON, RELATING TO
CONTRACTING INDEBTEDNESS; PROVIDING FOR THE ISSUANCE OF $1,450,000
PAR VALUE OF LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, 1995,
OF THE CITY TO PROVIDE PART OF THE FUNDS WITH WHICH TO PAY THE
COST OF REFUNDING THE CITY'S OUTSTANDING LIMITED TAX GENERAL
OBLIGATION REFUNDING BONDS, 1991, AND PAYING THE ADMINISTRATIVE
COSTS OF SUCH REFUNDING AND THE COSTS OF ISSUANCE AND SALE OF
SUCH BONDS; FIXING THE DATE, FORM, MATURITIES, INTEREST RATES,
TERMS AND COVENANTS OF THE BONDS; ESTABLISHING A BOND
REDEMPTION FUND; PROVIDING FOR AND AUTHORIZING THE PURCHASE OF
CERTAIN OBLIGATIONS OUT OF THE PROCEEDS OF THE SALE OF THE BONDS
HEREIN AUTHORIZED AND FOR THE USE AND APPLICATION OF THE MONEY
DERIVED FROM THOSE INVESTMENTS; AUTHORIZING THE EXECUTION OF AN
AGREEMENT WITH FIRST TRUST WASHINGTON OF SEATTLE, WASHINGTON, AS
REFUNDING TRUSTEE; PROVIDING FOR THE CALL, PAYMENT AND
REDEMPTION OF THE OUTSTANDING BONDS TO BE REFUNDED; AND
APPROVING THE SALE AND PROVIDING FOR THE DELIVERY OF THE BONDS TO
SEATTLE- NORTHWEST SECURITIES CORPORATION OF SEATTLE,
WASHINGTON
The full text of this Ordinance will be mailed upon request.
DATED this 15th day of October, 1995.
Lei a was] . 01 a
RECEIVEb
Affidavit of Publication EDMONDS CITY CLERK
STATE OF WASHINGTON, ss
COUNTY OF SNOHOIViISH,
The undersigned, being first duly sworn on oath deposes and says
that she is Principal Clerk of THE HERALD, a daily newspaper
SUMMARY OF
ORDINANCE NO. 3051 printed and published in the City of Everett, County of Snohomish,
of the City of Edmonds Washington
On the 14th day a November, tags, the City Council ar the
of and State of Washington; that said newspaper is a newspaper of
City of Edmonds, passed Ordinance No. 3051. A summary o1 �, g
the of of said ordinance, consisting of the title, provides,
as follows:
A ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON general circulation in said County and State; that said newspaper
N ',
RELATING TO CONTRACTING INDEBTEDNESS- PROVIDIN�i
FOR THE ISSUANCEOF 51,450 000 PAR VALUE' OF LIMITED has been approved as a legal newspaper by order of the Superior
'TAX GENERAL' OBLIGATION REFUNDING BONDS 1995 OF
THE CITY TO PROVIDE PART OF THE FUNDS WIN WAICH1
TO PAY THE COST OF REFUNDING THE CITY'S OUTSTAND Court of Snohomish County and that the notice ......... ...............................
J ING LIMITED TAX GENERAL OBLIGATION REFUNDING
BONDS 7991, AND PAYING THE ADMINISTRATIVE COSTS
ISAIE OFF8LICHGBONDt- FIXINSGSTHEISDATE,CFORM Summary of Ordinance No. 3051
MATURITIES, INTEREST RATES, TERMS AND COVENANTSr --.--------------- -- ............................ •••
OF THE BONDS ESTABLISHING A BOND REDEMPTION,
FUND• PROVIDING FOR AND AUTHORIZING THE PURCHASE,
iXECUTION XTOSE N VES EENTS; A THOF R TG DERIVED TR E ° ............................... .... HE SALE OF THE BONDS HEREIN AUTHORIZED AND FOR
WASHINGTON OF SEATTLE, WASHINGTON, AS REFUNDING
TRUSTEE: PROVIDING FOR THE CALL, PAYMENT AND
WASHNNGTON AND APPROVING THE SA E AND PROVIDINGi, -•----------°---° .................°-°---------------•--------------....--'••----------- ------- -----------......---....
FOR THE DELIVERY OF THE BONDS TO SEATTLE -'! a printed copy of which is hereunto attached, was published in said
NORTHWEST SECURITIES CORPORATION OF SEATTLE,,
The full text of this Ordinance will be mailed upon request. ! newspaper proper and not in supplement form, in the regular and
DATED this 75th day of October, 1995.
SANDRA S. CHASE
Pu City Clerk entire edition of said paper on the following days and times, namely:
[Published: November 19, 1995.
November 19, 1995
.......... --• ................ ....... .................... . . .. ......... ..............................................................
----- -------------- - - - - -- ••--------- - - - -•- ------- ................................................................................
and that s ' ewspaper was regular distributed to its subscribers
durin all o aid period.
- - -- ---- ----- - - --- .. •.... ..... ..... y ..........................
Principal Clerk
Subscribed and sworn to before me this ......... 20th
day November 19 95
• ...... . ..... ....................•--
.................... -• - -- ---- •- •---- ••----- .........
k Notary Public in and for the ate Washington,
residing at Everett, Snohomis nty.
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