Ordinance 31064
ORIGINAL
CITY OF EDMONDS, WASHINGTON
ORDINANCE NO. 1106-
AN ORDINANCE of the City of Edmonds, Washington,
relating to contracting indebtedness; providing for the
issuance, specifying the maturities, interest rates,
terms and covenants of $9,275,000 par value of Unlimited
Tax General Obligation Bonds, 1996, authorized by the
qualified voters of the City at a special election held
therein pursuant to Ordinance No. 3077; establishing a
bond redemption fund and a project fund; and approving
the sale and providing for the delivery of the bonds to
Seattle- Northwest Securities Corporation of Seattle,
Washington.
THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, DO ORDAIN
as follows:
Section 1. Authorization of Bonds Pursuant to Election. The
City of Edmonds, Washington (the "City ") , shall issue and sell the
total $9,275,000 par value of negotiable general obligation bonds
authorized by the qualified voters of the City at a special
election held on May 21, 1996, pursuant to Ordinance No. 3077
passed and approved March 25, 1996, for the purpose of paying the
cost of constructing Public Safety Facilities, including a Police
Department and Municipal Court Building at Fifth Avenue and Bell
Street and Fire Station 7 at Fifth Avenue and Edmonds Street, and
also replacing the Five Corners Fire Station 6 (the "Project ").
Section 2. Description of Bonds. The bonds shall be called
Unlimited Tax General Obligation Bonds, 1996, of the City (the
"Bonds ") ; shall be in the aggregate principal amount of $9,275,000;
shall be dated August 1, 1996; 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
0249768.02
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
June 1 and December 1, commencing June 1, 1997, to the maturity or
earlier redemption of the Bonds; and shall mature on December 1 in
years and amounts and bear interest at the rates per annum as
follows:
Maturity
Interest
Years
Amounts
Rates
1999
$ 200,000
5.500
2000
225,000
5.50
2001
250,000
5.50
2002
280,000
5.50
2003
310,000
5.50
2004
340,000
5.50
2005
375,000
5.50
2006
400,000
5.00
2007
450,000
5.10
2008
500,000
5.15
2010 (Term Bonds)
1,135,000
5.40
2011
645,000
5.50
2012
700,000
5.55
2016 (Term Bonds)
3,465,000
5.60
The life of the capital facilities to be
constructed with the
proceeds of the Bonds exceeds
the term of the Bonds.
Section 3. Registration
and Transfer
of Bonds. The Bonds
shall be issued only in registered form as to both principal and
interest and shall be recorded on books or records maintained by
the Bond Registrar (the "Bond Register "). The Bond Register shall
contain the name and mailing address of the owner of each Bond and
0249768.02
-2-
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.
The Bonds initially shall be registered in the name of CEDE &
CO., as the nominee of The Depository Trust Company, New York, New
York ( "DTC"). The Bonds so registered shall be held in fully
immobilized form by DTC as depository in accordance with the
provisions of a Blanket Issuer Letter of Representations with DTC
substantially in the form on file with the City Clerk and by this
reference made a part hereof (the "Letter of Representations ") . To
induce DTC to accept the Bonds as eligible for deposit at DTC, the
City approves the Letter of Representations. The Mayor or Finance
Director of the City is authorized and directed to execute and
deliver the Letter of Representations, on behalf of the City, to
DTC on or before the date of delivery of the Bonds to the purchaser
thereof and the payment therefor, with such changes as the Mayor or
Finance Director of the City deems to be in the best interests of
the City, and her or his execution and delivery of the Letter of
Representations shall evidence irrevocably the approval of the
0249768.02
-3-
Letter of Representations by the City. Neither the City nor the
Bond Registrar shall have any responsibility or obligation to DTC
participants or the persons for whom they act as nominees with
respect to the Bonds regarding accuracy of any records maintained
by DTC or DTC participants of any amount in respect of principal of
or interest on the Bonds, or any notice which is permitted or
required to be given to registered owners hereunder (except such
notice as is required to be given by the Bond Registrar to DTC).
For so long as any Bonds are held in fully immobilized form,
DTC or its successor depository shall be deemed to be the
registered owner for all purposes hereunder and all references to
registered owners, bondowners, bondholders or the like shall mean
DTC or its nominees and shall not mean the owners of any beneficial
interests in the Bonds. Registered ownership of such Bonds, or any
portions thereof, may not thereafter be transferred except: (i) to
any successor of DTC or its nominee, if that successor shall be
qualified under any applicable laws to provide the services
proposed to be provided by it; (ii) to any substitute depository
appointed by the City or such substitute depository's successor; or
(iii) to any person if the Bonds are no longer held in immobilized
form.
Upon the resignation of DTC or its successor (or any
substitute depository or its successor) from its functions as
depository, or a determination by the City that it no longer wishes
to continue the system of book entry transfers through DTC or its
successor (or any substitute depository or its successor) , the City
may appoint a substitute depository. Any such substitute
0249768.02
-4-
depository shall be qualified under any applicable laws to provide
the services proposed to be provided by it.
If (i) DTC or its successor (or substitute depository or its
successor) resigns from its functions as depository, and no
substitute depository can be obtained, or (ii) the City determines
that the Bonds are to be in certificated form, the ownership of
Bonds may be transferred to any person as provided herein and the
Bonds no longer shall be held in fully immobilized form.
Section 4. Payment of Bonds. Both principal of and interest
on the Bonds shall be payable in lawful money of the United States
of America. Interest on the Bonds shall be paid by checks or
drafts of the Bond Registrar mailed on the interest payment date to
the registered owners at the addresses appearing on the Bond
Register on the 15th day of the month preceding the interest
payment date. Principal of the Bonds shall be payable upon
presentation and surrender of the Bonds by the registered owners at
either of the principal offices of the Bond Registrar at the option
of the owners. Notwithstanding the foregoing, as long as the Bonds
are registered in the name of DTC or its nominee, payment of
principal of and interest on the Bonds shall be made in the manner
set forth in the Letter of Representations.
Section 5. Redemption Provisions and Open Market Purchase of
Bonds. Bonds maturing in the years 1999 through 2006, inclusive,
shall be issued without the right or option of the City to redeem
those Bonds prior to their stated maturity dates. The City
reserves the right and option to redeem Bonds maturing on or after
December 1, 2007, prior to their stated maturity dates at any time
0249768.02
-5-
on or after December 1, 2006, as a whole or in part (within one or
more maturities selected by the City and by lot within a maturity
in such manner as the Bond Registrar shall determine), at par plus
accrued interest to the date fixed for redemption.
Bonds maturing in 2010 and 2016 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:
2010 Term Bonds
Mandatory
Mandatory
Redemption
Redemption
Years
Amounts
2009
$545,000
2010
590,000
2016
Term Bonds
Mandatory
Redemption
Years
2013
2014
2015
2016
Mandatory
Redemption
Amounts
$760,000
830,000
900,000
975,000
If the City shall redeem Term Bonds under the optional
redemption provisions set forth above or purchase Term Bonds in the
open market as set forth below, the par amount of the Term Bonds so
redeemed or purchased (irrespective of their actual redemption or
purchase prices) shall be credited against one or more scheduled
mandatory redemption amounts for those Term Bonds (as allocated by
the City) beginning not earlier than 60 days after the date of the
0249768.02
-6-
optional redemption or purchase, and the City shall promptly notify
the Bond Registrar in writing of the manner in which the credit for
the Term Bonds so redeemed or purchased has been allocated.
Portions of the principal amount of any Bond, in installments
of $5,000 or any integral multiple thereof, may be redeemed. If
less than all of the principal amount of any Bond is redeemed, upon
surrender of that Bond at either of the principal offices of the
Bond Registrar, there shall be issued to the registered owner,
without charge therefor, a new Bond (or Bonds, at the option of the
registered owner) of the same maturity and interest rate in any of
the denominations authorized by this ordinance in the aggregate
principal amount remaining unredeemed.
The City further reserves the right and option to purchase any
or all of the Bonds in the open market at any time at any price,
plus accrued interest to the date of purchase.
All Bonds purchased or redeemed under this section shall be
cancelled.
Notwithstanding the foregoing, for so long as the Bonds are
registered in the name of Cede & Co., as nominee of DTC, selection
of Bonds for redemption shall be in accordance with the Letter of
Representations.
Section 6. Notice of Redemption. The City shall cause notice
of any intended redemption of Bonds to be given not less than 30
nor more than 60 days prior to the date fixed for redemption by
first -class mail, postage prepaid, to the registered owner of any
Bond to be redeemed at the address appearing on the Bond Register
at the time the Bond Registrar prepares the notice, and the
0249768.02
-7-
requirements of this sentence shall be deemed to have been
fulfilled when notice has been mailed as so provided, whether or
not it is actually received by the owner of any Bond. Interest on
Bonds called for redemption shall cease to accrue on the date fixed
for redemption unless the Bond or Bonds called are not redeemed
when presented pursuant to the call. In addition, the redemption
notice shall be mailed within the same period, postage prepaid, to
Moody's Investors Service, Inc., and Standard & Poor's at their
offices in New York, New York, or their successors, to Seattle -
Northwest Securities Corporation at its principal office in
Seattle, Washington, or its successor, and to such other persons
and with such additional information as the City Finance Director
shall determine, but these additional mailings shall not be a
condition precedent to the redemption of Bonds. Notwithstanding
the foregoing, for so long as the Bonds are registered in the name
of Cede & Co., as nominee of DTC, notice of redemption shall be
given in accordance with the Letter of Representations.
Section 7. Failure to Redeem Bonds. If any Bond is not
redeemed when properly presented at its maturity or call date, the
City shall be obligated to pay interest on that Bond at the same
rate provided in the Bond from and after its maturity or call date
until that Bond, both principal and interest, is paid in full or
until sufficient money for its payment in full is on deposit in the
bond redemption fund hereinafter created and the Bond has been
called for payment by giving notice of that call to the registered
owner of each of those unpaid Bonds.
0249768.02
-8-
Section 8. Pledge of Taxes. For as long as any of the Bonds
are outstanding, the City irrevocably pledges to levy taxes
annually without limitation as to rate or amount 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, shall be
signed by the Mayor and City Clerk, either or both of whose
signatures may be manual or in facsimile, and the seal of the City
or a facsimile reproduction thereof shall be impressed or printed
thereon.
Only Bonds bearing a Certificate of Authentication in the
following form, manually signed by the Bond Registrar, shall be
valid or obligatory for any purpose or entitled to the benefits of
this ordinance:
CERTIFICATE OF AUTHENTICATION
This Bond is one of the fully registered City of
Edmonds, Washington, Unlimited Tax General Obligation
Bonds, 1996, described in the Bond Ordinance.
WASHINGTON STATE FISCAL AGENCY
Bond Registrar
By
Authorized Signer
0249768.02
-9-
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
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.
0249768.02
-10-
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
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
0249768.02
-11-
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,
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
0249768.02
-12-
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
interest on the defeased Bonds from the trust account. The City
shall include in the refunding or defeasance plan such provisions
as the City deems necessary for the random selection of any
defeased Bonds that constitute less than all of a particular
maturity of the Bonds, for notice of the defeasance to be given to
the owners of the defeased Bonds and to such other persons as the
City shall determine, and for any required replacement of Bond
certificates for defeased Bonds. The defeased Bonds shall be
deemed no longer outstanding, and the City may apply any money in
any other fund or account established for the payment or redemption
of the defeased Bonds to any lawful purposes as it shall determine.
If the Bonds are registered in the name of DTC or its nominee,
notice of any defeasance of Bonds shall be given to DTC in the
0249768.02
-13-
manner prescribed in the Letter of Representations for notices of
redemption of Bonds.
Section 15. Bond Fund and Deposit of Bond Proceeds. There is
created and established in the office of the City Finance Director
a special fund designated as the Unlimited Tax General Obligation
Bond Fund, 1996 (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.
There also is created and established in the office of the
City Finance Director a special fund designated as the Public
Safety Facilities Project Fund, 1996 (the "Project Fund "). The
principal proceeds received from the sale and delivery of the Bonds
shall be paid into the Project Fund and used for the purposes
specified in Section 1 of this ordinance. Until needed to pay the
costs of the Project and costs of issuance of the Bonds, the City
may invest principal proceeds temporarily in any legal investment,
and the investment earnings may be retained in the Project Fund and
be spent for the purposes of that fund except that earnings subject
to a federal tax or rebate requirement may be withdrawn from the
Project Fund and used for those tax or rebate purposes.
Section 16. Approval of Bond Purchase Contract. Seattle-
Northwest Securities Corporation of Seattle, Washington, has
presented a purchase contract (the "Bond Purchase Contract ") to the
City offering to purchase the Bonds under the terms and conditions
provided in the Bond Purchase Contract, which written Bond Purchase
0249768.02
-14-
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
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. 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 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 17. Preliminary Official Statement Deemed Final. The
City Council has been provided with copies of a preliminary
official statement dated July 30, 1996 (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
0249768.02
-15-
principal amount, principal amount per maturity, maturity dates,
options of redemption, delivery dates, ratings and other terms of
the Bonds dependent on such matters.
Section 18. Undertaking to Provide Continuing Disclosure. To
meet the requirements of SEC Rule 15c2- 12(b)(5) (the "Rule "), as
applicable to a participating underwriter for the Bonds, the City
makes the following written undertaking (the "Undertaking") for the
benefit of holders of the Bonds:
(a) Undertakings 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 18(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
0249768.02
-16-
provide required annual financial information on or
before the date specified in Section 18(b).
(b) Type of Annual Financial Information Undertaken
to be Provided. The annual financial information that
the City undertakes to provide in Section 18(a):
(i) Shall consist of annual financial
statements; a statement of authorized, issued and
outstanding general obligation debt of the City;
the assessed value of the property within the City
subject to ad valorem taxation; and 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 sixth
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 Undertaking. The Undertaking is
subject to amendment after the primary offering of the
Bonds without the consent of any holder of any Bond, or
of any broker, dealer, municipal securities dealer,
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
0249768.02
-17-
changes the type of annual financial information to be
provided, the notice also will include a narrative
explanation of the effect of that change on the type of
information to be provided.
(d) Beneficiaries. The Undertaking evidenced by
this Section 18 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 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 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 18 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 18(a) has occurred, assessing its
materiality with respect to the Bonds, and, if
0249168.02
-18-
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 19. 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.
0249768.02
-19-
Section 20. 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.
PASSED by the City Council and APPROVED by the Mayor of the
City of Edmonds, Washington, at a regular open public meeting
thereof, this 6th day of August, 1996.
Mayor
ATTEST:
i
'Ity Clerk
APPROVEDi ASK S FORM:
Bond CouA�se
Filed with the City Clerk: 08/02/96
Passed by the City Council: 08/06/96
Published: 08/11/96
Effective Date: 08/16/96
Ordinance No. 3106
0249768.02
-20-
SUMMARY OF ORDINANCE NO. 3106
of the City of Edmonds, Washington
On the 6th day of August, 1996, the City Council of the City of Edmonds, passed Ordinance No.
3106. 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, SPECIFYING THE MATURITIES, INTEREST
RATES, TERMS AND COVENANTS OF $9,275,000 PAR VALUE OF UNLIMITED TAX GENERAL
OBLIGATION BONDS, 1996, AUTHORIZED BY THE QUALIFIED VOTERS OF THE CITY AT A
SPECIAL ELECTION HELD THEREIN PURSUANT TO ORDINANCE NO. 3077; ESTABLISHING A
BOND REDEMPTION FUND AND A PROJECT FUND; 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 7th day of August 1996.
.-� "/ A�
CITY CLERK, Sandra S. Chase
Affidavit of Publication
STATE OF WASHINGTON, j
COUNTY OF SNOHOIKISH,
}} ss
RECEIVED
AUG 2 Q 1936
EDMONDS CITY C! EPK
NMARY of - The undersigned, being first duly sworn on oath deposes and says
ONCE NO. 3106
Ise Wiry that she is Principal Clerk of THE HERALD, a daily Is, Washington P Y news er a P P
th day of August,
_ity Council of the printed and published in the City of Everett, County of Snohomish,
Edmonds, passed
Vo. 3106.A sum -
3 content of said and State of Washington; that said newspaper is a newspaper of
consisting of the
IANCE li OF THE general circulation in said County and State; that said newspaper
DMONDS, WASH -
INGiA1NDEBTEDO- has been approved as a legal newspaper by order of the Superior
VIDING FOR THE
SPECIFYING THE Court of Snohomish County and that the notice ......... ...... . . ....
-------------------
�,. INTEREST
IMS AND COVE -
$9,275,000 PAR
UNLIIMIITEDTIAX Summary of Ordinance No. 3106
4AAIITHnQf70n ... . ......... . .................................................................................................... ....................
LIVERYOF *THE BONDS TO ............................... - -------- .......................... .................................. ..-........ ---°----------- ----
SEATTLE - NORTHWEST
SECURITIES CORPORATION - a printed copy of which is hereunto attached, was published in said
OF SEATTLE,'WASHINGTON.
The lull text or this Ordi-
nance nance will be mailed upon newspaper proper and not in supplement form, in the regular and
DATED this 7th day of entire edition of said paper on the following days and times, namely:
August, 1996.
SANDRA S. CHASE s
City Clerk
Published: August 11, 1996. .
August 11, 1996
....... ............................. .. .............. ........... ................... ............................. • - - - --
-------------- - - - - - • ...... ................ ----------------------------------- ........... -• ------------ . ------------------ . t at said newspaper was re�uj+arlyrd"I trued to its subscribers
lu ng all of said period. �j// \\
— 1......�..— .,. -- -- -- - - - - - --
---- - -- -- --
Principal Clerk
Subscribed and sworn to before me this .......13th .....................
day af.. . ---- -•• - --- Au u s t .jS�atie 19_.96.
.......................... ..... - ----•-•---- --_ ----•----••-•---_------
N ary Public in and for th o Washington,
siding at Everett, Snohomty.
Q! .�1SSIOM fre �.c�
k 5 -19 -98 �' WAS`��a/
B -2 -1