Loading...
Ordinance 3235CITY OF EDMONDS, WASHINGTON ORDINANCE NO. 3235 AN ORDINANCE of the City of Edmonds, Washington, relating to contracting indebtedness; providing for the issuance of $4,480,000 par value of limited tax general obligation refunding bonds, 1998, of the City for general City purposes to provide funds with which to pay the cost of advance refunding the callable portions of City's outstanding Limited Tax General Obligation Bonds, 1993, and Limited Tax General Obligation Bonds, 1995, 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 Chase Manhattan Trust Company, National Association, of Seattle, Washington, as refunding trustee; providing for the call, payment and redemption of the bonds to be refunded; providing for bond insurance; and approving the sale and providing for the delivery of the bonds to Seattle- Northwest Securities Corporation of Seattle, Washington. Prepared By: Foster Pepper & Shefelman PLLC 1111 Third Avenue, Suite 3400 Seattle, Washington 98101 (206) 447 -4400 50060933.02 Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. Section 10 Section 11 Section 12 Section 13 Section 14 Section 15 Section 16 Section 17 Section 18 Section 19 Section 20 Section 21 Section 22 Section 23 Section 24 Section 25 50060933.02 CITY OF EDMONDS, WASHINGTON ORDINANCE NO. 3235 TABLE OF CONTENTS Definitions............................................................................... ............................... 3 DebtCapacity ........................................................................... ..............................5 Authorization of Bonds ............................................................. ..............................6 Descriptionof Bonds ................................................................ ..............................6 Registration and Transfer of Bonds ........................................... ..............................7 Paymentof Bonds ..................................................................... ..............................9 Optional Redemption and Open Market Purchase of Bonds ...... ..............................9 Noticeof Redemption .............................................................. .............................10 Failure To Redeem Bonds ........................................................ .............................11 Pledgeof Taxes ....................................................................... .............................11 Form and Execution of Bonds .................................................. .............................11 BondRegistrar ......................................................................... .............................12 Preservation of Tax Exemption for Interest on Bonds .............. .............................13 Designation of Bonds as "Qualified Tax- Exempt Obligations." .............................13 BondsNegotiable .................................................................... .............................14 Refunding or Defeasance of the Bonds .................................... .............................14 Bond Fund and Deposit of Bond Proceeds ............................... .............................15 Refunding of the Refunded Bonds ........................................... .............................15 Call for Redemption of the Refunded Bonds ............................ .............................18 City Findings with Respect to Refunding ................................. ........................:....19 Approval of Bond Purchase Contract ....................................... .............................20 Preliminary Official Statement Deemed Final ........................ ............................... 20 Undertaking to Provide Continuing Disclosure ...................... ............................... 21 BondInsurance ........................................................................ .............................23 Effective Date of Ordinance ................................................... ............................... 26 CITY OF EDMONDS, WASHINGTON ORDINANCE NO. 3235 AN ORDINANCE of the City of Edmonds, Washington, relating to contracting indebtedness; providing for the issuance of $4,480,000 par value of limited tax general obligation refunding bonds, 1998, of the City for general City purposes to provide funds with which to pay the cost of advance refunding the callable portions of City's outstanding Limited Tax General Obligation Bonds, 1993, and Limited Tax General Obligation Bonds, 1995, 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 Chase Manhattan Trust Company, National Association, of Seattle, Washington, as refunding trustee; providing for the call, payment and redemption of the bonds to be refunded; providing for bond insurance; and approving the sale and providing for the delivery of the bonds to Seattle- Northwest Securities Corporation of Seattle, Washington. WHEREAS, pursuant to Ordinance No. 2905, the City of Edmonds, Washington (the "City "), heretofore issued its $1,690,000 par value Limited Tax General Obligation Bonds, 1993 (the "1993 Bonds "), for general City purposes to provide funds necessary to pay part of the cost of constructing a public works building; and WHEREAS, by Ordinance No. 2905 the City reserved the right to redeem the 1993 Bonds maturing on and after December 1, 2003, prior to their stated maturity dates on December 1, 2002, or 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 $1,075,000 par value of 1993 Bonds maturing or subject to mandatory redemption on December 1 of each of the years 2003 through 2012, inclusive, and bearing various interest rates from 5.80% to 6.30% (the "1993 Refunded Bonds "); and 50060933.02 WHEREAS, pursuant to Ordinance No. 3034, the City heretofore issued its $5,000,000 par value Limited Tax General Obligation Bonds, 1995 (the "1995 Bonds "), for general City purposes to provide funds necessary to pay the cost of acquiring and renovating a building together with adjacent parking space to serve as a new city hall; and WHEREAS, by Ordinance No. 3034 the City reserved the right to redeem the 1995 Bonds maturing on and after December 1, 2006, prior to their stated maturity dates on December 1, 2005, or 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 $2,985,000 par value of 1995 Bonds maturing or subject to mandatory redemption on December 1 of each of the years 2006 through 2014, inclusive, and bearing various interest rates from 5.15% to 5.75% (the "1995 Refunded Bonds "); and WHEREAS, after due consideration, it appears to the City Council that the 1993 Refunded Bonds and the 1995 Refunded Bonds (collectively, 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 payment of the interest on the 1993 Refunded Bonds when due up to and including December 1, 2002, and the call, payment and redemption on December 1, 2002, of all of the 1993 Refunded Bonds at a price of par; and 50060933.02 -2- and (c) The payment of the interest on the 1995 Refunded Bonds when due up to and including December 1, 2005, and the call, payment and redemption on December 1, 2005, of all of the 1995 Refunded Bonds at a price of par; WHEREAS, to effect that refunding in the manner that will be most advantageous to the City and its taxpayers 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 the cost of advance refunding the Refunded Bonds and to pay the administrative costs of such refunding and the costs of issuance and sale of the Bonds; and WHEREAS, MBIA Insurance Corporation of Armonk, New York, has made a commitment to issue an insurance policy (the "Municipal Bond Insurance Policy ") insuring the payment when due of the principal of and interest on the Bonds to be issued as provided therein, and the City Council deems that the purchase of the Municipal Bond Insurance Policy is in the best interest of the City; and WHEREAS, Seattle- Northwest Securities Corporation of Seattle, Washington, has offered to purchase the Bonds under the terms and conditions hereinafter set forth in the form of a bond purchase contract; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, DO ORDAIN AS FOLLOWS: Section 1. Definitions. As used in this ordinance, the following words shall have the following meanings: 50060933.02 -3- "Acquired Obligations" means those United States Treasury Certificates of Indebtedness, Notes and Bonds - -State and Local Government Series and other direct, noncallable obligations of the United States of America purchased to accomplish the refunding of the Refunded Bonds as authorized by this ordinance. "Bond Fund" means that special fund of the City known as the Limited Tax General Obligation Refunding Bond, 1998, created by this ordinance for the payment of the principal of and interest on the Bonds. "Bond Insurer" means MBIA Insurance Corporation of Armonk, New York. "Bond Register" means the registration books of the Bond Registrar on which are recorded the names of the owners of the Bonds. "Bond Registrar" means the fiscal agencies of the State of Washington as the same may be designated from time to time. "Bonds" means the $4,480,000 par value of Limited Tax General Obligation Refunding Bonds, 1998, authorized to be issued by this ordinance. "City" means the City of Edmonds, Washington, a duly organized code city of the State of Washington. "Code" means the Internal Revenue Code of 1986, as amended. "DTC" means The Depository Trust Company, New York, New York. "Letter of Representations" means the Blanket Issuer Letter of Representations dated August 6, 1996, between the City and DTC. "Municipal Bond Insurance Policy" means the policy issued by the Bond Insurer insuring the payment when due of the principal of and interest on the Bonds as provided therein. "1993 Refunded Bonds" means the outstanding Limited Tax General Obligation Bonds, 1993, of the City maturing or subject to mandatory redemption in the years 2003 through 2012, 50060933.02 -4- inclusive, issued pursuant to Ordinance No. 2905, the refunding of which has been provided for by this ordinance. "1995 Refunded Bonds" means the outstanding Limited Tax General Obligation Bonds, 1995, of the City maturing or subject to mandatory redemption in the years 2006 through 2014, inclusive, issued pursuant to Ordinance No. 3034, the refunding of which has been provided for by this ordinance. "Refunded Bonds" means, collectively, the 1993 Refunded Bonds and the 1995 Refunded Bonds. "Refunding Plan" means: (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 payment of the interest on the 1993 Refunded Bonds when due up to and including December 1, 2002, and the call, payment and redemption on December 1, 2002, of all of the 1993 Refunded Bonds at a price of par; (c) the payment of the interest on the 1995 Refunded Bonds when due up to and including December 1, 2005, and the call, payment and redemption on December 1, 2005, of all of the 1995 Refunded Bonds at a price of par; and (d) the payment of the costs of issuing the Bonds and the costs of carrying out the foregoing elements of the Refunding Plan. "Refunding Trust Agreement" means a Refunding Trust Agreement between the City and the Refunding Trustee substantially in the form of that which is on file with the City Clerk and by this reference incorporated herein. "Refunding Trustee" means Chase Manhattan Trust Company, National Association, of Seattle, Washington, serving as trustee or escrow agent or any successor trustee or escrow agent. Section 2. 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 1998 is $2,669,171,559, and the City has outstanding general indebtedness evidenced by limited tax 50060933.02 -5- general obligation bonds (excluding the Refunded Bonds), contracts and loans in the principal amount of $5,764,506 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 unlimited tax general obligation bonds in the principal amount of $9,275,000 incurred within the limit of up to 2 -1/2% of the value of the taxable property within the City for capital purposes only issued pursuant to a vote of the qualified voters of the City. The amount of indebtedness for which bonds are authorized herein to be issued is $4,480,000. Section 3. Authorization of Bonds. The City shall borrow money on the credit of the City and issue negotiable limited tax general obligation refunding bonds evidencing that indebtedness in the amount of $4,480,000 for the purpose of providing the money required to carry out 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 4. Description of Bonds. The Bonds shall be called Limited Tax General Obligation Refunding Bonds, 1998, of the City; shall be in the aggregate principal amount of $4,480,000; shall be dated December 1, 1998; 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 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, 1999, 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: 50060933.02 -6- Maturity Interest Years Amounts Rates 1999 $ 45,000 4.00% 2000 35,000 4.00 2001 30,000 4.00 2002 3 5, 000 4.00 2003 120,000 4.00 2004 125,000 4.00 2005 130,000 4.00 2006 400,000 4.00 2007 415,000 4.00 2008 430,000 4.10 2009 450,000 4.10 2010 470,000 4.20 2011 490,000 4.25 2012 510,000 4.30 2013 390,000 4.40 2014 405,000 4.40 Section 5. 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 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. The Bonds initially shall be registered in the name of CEDE & CO., as the nominee of DTC. The Bonds so registered shall be held in fully immobilized form by DTC as depository in accordance with the provisions of the Letter of Representations. Neither the City nor the Bond Registrar shall have any responsibility or obligation to DTC participants or the persons for whom 50060933.02 -7- 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 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. 50060933.02 -8- Section 6. 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 or, if requested in writing by a registered owner of $1,000,000 or more in principal amount of Bonds at least 10 days before an interest payment date, by wire transfer on 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 7. Optional Redemption and Open Market Purchase of Bonds. Bonds maturing in the years 1999 through 2008, 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, 2009, prior to their stated maturity dates at any time on or after December 1, 2008, 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. 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 50060933.02 -9- denominations authorized by this ordinance in the aggregate principal amount remaining unredeemed. The City further reserves the right and option to purchase any or all of the Bonds in the open market at any time at any price acceptable to the City plus accrued interest to the date of purchase. All Bonds purchased or redeemed under this section shall be canceled. Notwithstanding the foregoing, for 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 (as it may be changed). Section 8. 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 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, to the Bond Insurer at its principal office in Armonk, New York, 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 50060933.02 _10- registered in the name of Cede & Co., as nominee of DTC, notice of redemption shall be given in accordance with the Letter of Representations (as it may be changed). Section 9. 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 Fund 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 10. 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 11. Form and Execution of Bonds. The Bonds shall be printed or lithographed on good bond paper in a form consistent with the provisions of this ordinance and state law and shall be signed by the Mayor and City Clerk, either or both of whose signatures may be manual or in facsimile, and the seal of the City or a facsimile reproduction thereof shall be impressed or printed thereon. Only Bonds bearing a Certificate of Authentication in the following form, manually signed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance: 50060933.02 -1 I - CERTIFICATE OF AUTHENTICATION This Bond is one of the fully registered City of Edmonds, Washington, Limited Tax General Obligation Refunding Bonds, 1998, described in the Bond Ordinance. WASHINGTON STATE FISCAL AGENCY Bond Registrar Authorized Signer The authorized signing of a Certificate of Authentication shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered and are entitled to the benefits of this ordinance. If any officer whose facsimile signature appears on the Bonds ceases to be an officer of the City authorized to sign bonds before the Bonds bearing his or her facsimile signature are authenticated or delivered by the Bond Registrar or issued by the City, those Bonds nevertheless may be authenticated, issued and delivered and, when authenticated, issued and delivered, shall be as binding on the City as though that person had continued to be an officer of the City authorized to sign bonds. Any Bond also may be signed on behalf of the City by any person 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 12. 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. 50060933.02 -12- 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 13. 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 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 14. Designation of Bonds as "Qualified Tax - Exempt Obligation s." The City has determined and certifies that (a) the Bonds are not "private activity bonds" within the meaning of Section 141 of the Code; (b) the reasonably anticipated amount of tax - exempt obligations (other than private activity bonds and other obligations not required to be included in such calculation) 50060933.02 -13- which the City and any entity subordinate to the City (including any entity that the City controls, that derives its authority to issue tax - exempt obligations from the City, or that issues tax - exempt obligations on behalf of the City) will issue during the calendar year in which the 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 15. Bonds Negotiable. The Bonds shall be negotiable instruments to the extent provided by RCW 62A.8 -102 and 62A.8 -105. Section 16. 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, release, 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 sufficient in amount, together with known earned income from investments thereof, to redeem and retire, release, 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 50060933.02 -14- 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. Notwithstanding anything in this section to the contrary, if the principal of and /or interest due on the Bonds is paid by the Bond Insurer pursuant to the Municipal Bond Insurance Policy, the Bonds shall be treated as remaining outstanding for all purposes and shall not be considered paid the City, and the covenants, agreements and other obligations of the City to the registered owners of the Bonds shall continue to exist and run to the benefit of the Bond Insurer, and the Bond Insurer shall be subrogated to the rights of the registered owners. Section 17. Bond Fund and Deposit of Bond Proceeds. The Bond Fund is created and established in the office of the City Finance Director as a special fund designated the Limited Tax General Obligation Refunding Bond Fund, 1998, for the purpose of paying principal of and interest on the Bonds. Accrued interest on the Bonds, if any, received from the sale and delivery of the Bonds shall be paid into the Bond Fund. All taxes collected for and allocated to the payment of the principal of and interest on the Bonds shall be deposited in the Bond Fund. The proceeds of the Bonds shall be deposited in accordance with the provisions of Section 18 herein. Section 18. Refunding of the Refunded Bonds. (a) Appointment of Refunding Trustee. Chase Manhattan Trust Company, National Association, of Seattle, Washington, is appointed Refunding Trustee. 50060933.02 -15- (b) Use of Bond Proceeds; Acquisition of Acquired Obligations. All of the proceeds of the sale of the Bonds, exclusive of the accrued interest thereon which shall be paid into the Bond Fund, 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 Ordinances Nos. 2905 and 3034 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 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 or other money deposited with the Refunding Trustee 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 to the initial purchaser thereof and deposited in the Bond Fund to pay interest on the Bonds on the first interest payment date. (c) Substitution of Acquired Obligations. Prior to the purchase of any Acquired Obligations, the City reserves the right to substitute other direct, noncallable obligations of the United States of America ( "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 PLLC, the City's bond counsel, the interest on 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 50060933.02 -16- payment of the amounts required to be paid by the Refunding Plan, as verified by a nationally recognized independent certified public accounting firm. After the purchase of the Acquired Obligations by the Refunding Trustee, the City reserves the right to substitute therefor cash or 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 the City obtain, at its expense: (1) a 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 substitute securities, 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 PLLC, 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 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. (d) 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 50060933.02 -17- 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 Ordinances Nos. 2905 and 3034, this ordinance, chapter 39.53 RCW and other 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, verification fees, insurance premium, bond counsel's fees and other related expenses, shall be paid out of the proceeds of the Bonds. (e) Authorization for Refunding Trust Agreement. To carry out the Refunding Plan provided for by this ordinance, the Mayor or Finance Director of the City is authorized and directed to execute and 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 Finance Director 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 19. Call for Redemption of the Refunded Bonds. The City calls for redemption on December 1, 2002, all of the 1993 Refunded Bonds at par plus accrued interest. The City 50060933.02 .-18- calls for redemption on December 1, 2005, all of the 1995 Refunded Bonds at par plus accrued interest. Such calls for redemption shall be irrevocable after the delivery of the Bonds to the initial purchaser thereof. The dates on which the Refunded Bonds are herein called for redemption are the first dates on which the those bonds may be called. The proper City officials are authorized and directed to give or cause to be given such notices as required, at the times and in the manner required, pursuant to Ordinance No. 2905 in order to effect the redemption prior to their maturity of the 1993 Refunded Bonds and pursuant to Ordinance No. 3034 in order to effect the redemption prior to their maturity of the 1995 Refunded Bonds. Section 20. 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 its taxpayers 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 18 of this ordinance will discharge and satisfy the obligations of the City under Ordinance No. 2905 with respect to the 1993 Refunded Bonds and under Ordinance No. 3034 with respect to the 1995 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 ordinances immediately upon the deposit of such money with the Refunding Trustee. 50060933.02 -19- Section 21. 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 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 PLLC, municipal bond counsel of Seattle, Washington, regarding the Bonds delivered with 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 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 22. Preliminary Official Statement Deemed Final. The City Council has been provided with copies of a preliminary official statement dated December 4, 1998 (the "Preliminary Official Statement "), prepared in connection with the sale of the Bonds. For the sole purpose of the Bond purchaser's compliance with Securities and Exchange Commission ( "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, 50060933.02 -20- options of redemption, delivery dates, ratings and other terms of the Bonds dependent on such matters. Section 23. 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) 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 subsection (b) of this section ( "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 subsection (b) of this section. . (b) Type of Annual Financial Information Undertaken to be Provided. The annual financial information that the City undertakes to provide in subsection (a) of this section: (i) Shall consist of (1) annual financial statements prepared (except as noted in the financial statements) in accordance with applicable 50060933.02 -21- generally accepted accounting principles promulgated by the Government Accounting Standards Board ( "GASB "), as such principles may be changed from time to time, which statements 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; (2) a statement of authorized, issued and outstanding general obligation debt of the City; (3) the assessed valuation of property within the City subject to ad valorem taxation; and (4) ad valorem tax levy rates and amounts and percentage of taxes collected; (ii) Shall be provided to each NRMSIR and the SID, not later than the last day of the ninth month after the end of each fiscal year of the City (currently, a fiscal year ending December 31), as such fiscal year may be changed as required or permitted by State law, commencing with the City's fiscal year ending December 31, 1998; and (iii) May be provided in a single or multiple documents, and may be incorporated by reference to other documents that have been filed with each NRMSIR and the SID, or, if the document incorporated by reference is a "final official statement" with respect to other obligations of the City, that has been filed with the MSRB. (c) Amendment of Undertaking. The Undertaking is subject to amendment after the primary offering of the Bonds without the consent of any holder of any Bond, or of any broker, dealer, municipal securities dealer, participating underwriter, rating agency, NRMSIR, the SID or the MSRB, under the circumstances and in the manner permitted by the Rule. The City will give notice to each NRMSIR or the MSRB, and the SID, of the substance (or provide a copy) of any amendment to the Undertaking and a brief statement of the reasons for the amendment. If the amendment changes the type of annual financial information to be provided, the annual financial information containing the amended financial information will include a narrative explanation of the effect of that change on the type of information to be provided. (d) Beneficiaries. The Undertaking evidenced by this section shall inure to the benefit of the City and any holder of Bonds, and shall not inure to the benefit of or create any rights in any other person. (e) Termination of Undertaking. The City's obligations under this Undertaking shall terminate upon the legal defeasance of all of the Bonds. In addition, the City's obligations under this Undertaking shall terminate if those provisions of the Rule which require the City to comply with this Undertaking become legally inapplicable in respect of the Bonds for any reason, as confirmed by an opinion of nationally recognized bond counsel or other counsel familiar with federal securities laws delivered to the City, and the City provides timely notice of such termination to each NRMSIR or the MSRB and the SID. 50060933.02 -22- (0 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 such other officer of the City who may in the future perform the duties of the Finance Director ) or his or her designee is authorized and directed in his or her discretion to take such further actions as may be necessary, appropriate or convenient to carry out the Undertaking of the City in respect of the Bonds set forth in this section and in accordance with the Rule, including, without limitation, the following actions: (i) Preparing and filing the annual financial information undertaken to be provided; (ii) Determining whether any event specified in subsection (a) has occurred, assessing its materiality with respect to the Bonds, and, if material, preparing and disseminating notice of its occurrence; (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 24. Bond Insurance. The City Council finds that it is in the City's best interest to purchase, and that a savings will result from purchasing, the Municipal Bond Insurance Policy for the Bonds. The City shall purchase from the Bond Insurer the Municipal Bond Insurance Policy insuring the prompt payment of the principal of and interest on the Bonds and agrees to the conditions for obtaining that policy, including the payment of the premium therefor and the 50060933.02 -23 following provisions entitled "Payments under the Policy" required by the Bond Insurer to be included in this ordinance: "A. In the event that, on the second Business Day, and again on the Business Day, prior to the payment date on the Obligations, the Paying Agent [the Bond Registrar] has not received sufficient moneys to pay all principal 'of and interest on the Obligations due on the second following or following, as the case may be, Business Day, the Paying Agent shall immediately notify the Insurer or its designee on the same Business Day by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of the deficiency. "B. If the deficiency is made up in whole or in part prior to or on the payment date, the Paying Agent shall so notify the Insurer or its designee. "C. In addition, if the Paying Agent has notice that any Bondholder has been required to disgorge payments of principal or interest on the Obligation to a trustee in Bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such Bondholder within the meaning of any applicable bankruptcy laws, then the Paying Agent shall notify the Insurer or its designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail. "D. The Paying Agent is hereby irrevocably designated, appointed, directed and authorized to act as attorney -in -fact for Holders of the Obligations as follows: "I. If and to the extent there is a deficiency in amounts required to pay interest on the Obligations, the Paying Agent shall (a) execute and deliver to State Street Bank and Trust Company, N.A., or its successors under the Policy (the "Insurance Paying Agent"), in form satisfactory to the Insurance Paying Agent, an instrument appointing the Insurer as agent for such Holders in any legal proceeding related to the payment of such interest and an assignment to the Insurer of the claims for interest to which such deficiency relates and which are paid by the Insurer, (b) receive as designee of the respective Holders (and not as Paying Agent) in accordance with the tenor of the Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned, and (c) disburse the same to such respective Holders; and "2. If and to the extent of a deficiency in amounts required to pay principal of the Obligations, the Paying Agent shall (a) execute and deliver to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the Insurer as agent for such Holder in any legal proceeding relating to the payment of such principal and an assignment to the Insurer of any of the Obligation surrendered to the Insurance Paying agent of so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Paying Agent and available for 50060933.02 -24- such payment (but such assignment shall be delivered only if payment from the Insurance Paying Agent is received), (b) receive as designee of the respective Holders (and not as Paying Agent) in accordance with the tenor of the Policy payment therefor from the Insurance Paying Agent, and (c) disburse the same to such Holders. "E. Payments with respect to claims for interest on and principal of Obligations disbursed by the Paying Agent from proceeds of the Policy shall not be considered to discharge the obligation of the Issuer with respect to such Obligations, and the Insurer shall become the owner of such unpaid Obligations and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of this subsection or otherwise. "F. Irrespective of whether any such assignment is executed and delivered, the Issuer and the Paying Agent hereby agree for the benefit of the Insurer that: "1. They recognize that to the extent the Insurer makes payments, directly or indirectly (as by paying through the Paying Agent), on account of principal of or interest on the Obligations, the Insurer will be subrogated to the rights of such Holders to receive the amount of such principal and interest from the Issuer, with interest thereon as provided and solely from the sources stated in this Indenture and the Obligations; and "2. They will accordingly pay to the Insurer the amount of such principal and interest (including principal and interest recovered under subparagraph (ii) of the first paragraph of the Policy, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided in this Indenture and the Obligations, but only from the sources and in the manner provided herein for the payment of principal of and interest on the Obligations to Holders, and will otherwise treat the Insurer as the owner of such rights to the amount of such principal and interest. "G. In connection with the issuance of additional Obligations, the Issuer shall deliver to the Insurer a copy of the disclosure document, if any, circulated with respect to such additional Obligations. "H. Copies of any amendments made to the documents executed in connection with the issuance of the Obligations which are consented to by the Insurer shall be sent to Standard & Poor's Corporation. "I. The Insurer shall receive notice of the resignation or removal of the Paying Agent and the appointment of a successor thereto. " J. The Insurer shall receive copies of all notices required to be delivered to Bondholders and, on an annual basis, copies of the Issuer's audited financial statements and Annual Budget. 50060933.02 -25- "Notices: Any notice that is required to be given to a holder of the Obligation or to the Paying Agent pursuant to the Indenture shall also be provided to the Insurer. All notices required to be given to the Insurer under the Indenture shall be in writing and shall be sent by registered or certified mail addressed to MBIA Insurance Corporation, 113 King Street, Armonk, New York 10504 Attention: Surveillance." Section 25. 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 15th day of December, 1998. Mayor ATTEST: ff.fy- Clerk APPROVED AS TO FORM: Foster Pepper & Shefelman PLLC Special Counsel and Bond Counsel to the City 50060933.02 -26- SUMMARY OF ORDINANCE NO. 3235 of the City of Edmonds, Washington On the 15th day of December, 1998, the City Council of the City of Edmonds, passed Ordinance No. 3235. 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 $4,480,000 PAR VALUE OF LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, 1998, OF THE CITY FOR GENERAL CITY PURPOSES TO PROVIDE FUNDS WITH WHICH TO PAY THE COST OF ADVANCE REFUNDING THE CALLABLE PORTIONS OF CITY'S OUTSTANDING LIMITED TAX GENERAL OBLIGATION BONDS, 1993, AND LIMITED TAX GENERAL OBLIGATION BONDS, 1995, 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 CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, OF SEATTLE, WASHINGTON, AS REFUNDING TRUSTEE; PROVIDING FOR THE CALL, PAYMENT AND REDEMPTION OF THE BONDS TO BE REFUNDED; PROVIDING FOR BOND INSURANCE; AND APPROVING THE SALE AND PROVIDING FOR THE DELIVERY OF THE BONDS TO SEATTLE - NORTHWEST SECURITIES CORPORATION OF SEATTLE, WASHINGTON. The full text of this Ordinance will be mailed upon request. DATED this 16th day of December, 1998. 2d �',,x ZW4_'� CITY CLERK, SANDRA S. CHASE STATE OF WASHINGTON, COUNTY OF SNOHOD61ISH, SUMMARY OF 7passed NCE NO 3235 shingtononds, Oh day of December, 199 Council of the City of E, passed Ordina ce No. summary conaid ordinance, as siste title, p $4,480,000 PAR VALUt LIMITED TAX GENERAL C 1998O OF THE CITY FOR t tERAL CRY PURPOSES PROVIDE FUNDS WITH W PTO PAY THE COST OF VANCE REFUNDING I CALLABLE PORTIONS CRY S OUTSTANDING LIN nmm�q Ef 1993.E AND L 0 Affidavit of Publication The undersigned, being first duly sworn on oath deposes and says that she is Principal Clerk of THE HERALD, a daily newspaper printed and published in the City of • Everett, County of Snohomish, and State of Washington; that said newspaper is a newspaper of general circulation in said County and State; that said newspaper has been approved as a legal newspaper by order of the Superior Court of Snohomish County and that the notice ......... ............................... Summary of Ordinance No. 3235 j ..................... ....................... ......................................... .................. ............................... Ea printed copy of which is hereunto attached, was published, in said IF newspaper proper and not in supplement form, in the regular and A entire edition of said paper on the following days and times, namely: (ZING THE YUM.n- CERTAIN OBLIGATIONS OUT OF THE PROCEEDS OF THE; SALE OF THE BONDS HEREIN_', I AUTHORIZED AND FOR THE USE AND APPLICATION OF THE MONEY DERIVED FROM THOSE INVESTMENTS; AUTHORIZING THE EXECU- ' `,TION OF AN AGREEMENT! WITH CHASE MANHATTAN 'TRUST COMPANY, NATIONAL .ASSOCIATION. OF SEATTLE, WASHINGTON. AS REFUND- ING TRUSTEE; PROVIDING FOR THE CALL, PAYMENT AND REDEMPTION OF THE BONDS TO BE REFUNDED;! PROVIDING FOR BOND IN- SURANCE; AND APPROVING 4 THE SALE AND PROVIDING FOR THE DELIVERY OF THE' BONDS TO SEATTLE- NORTH- WEST SECURITIES CORPO- RATION OF SEATTLE. WASH- INGTON. The full te>a of this Ordinance will be mailed upon request. - - DATED this 16th - day of December 1998. GY CLERK, SANDRA S. CHASE Published: December 1811998. B_2 -1 and that during a ,....1998.......................... ............................ ............................... s subscribers inal Clerk Subscribed and sworn to before me this.......... 18th December 1998... (S Notary Public in and for t e Sta a of Washington, residing at Everett, Snoh mish ounty. ��� � ��5S10N F• i� v NOTARY Stn _(P - PtJBL1C IC