Ordinance 3334ORDINANCE NO. 3334
AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON, RELATING
TO LOCAL IMPROVEMENT DISTRICTS NOS. 215 AND 216; AUTHORIZING
THE ISSUANCE AND SALE OF A LOCAL IMPROVEMENT DISTRICT
BOND ANTICIPATION NOTE PENDING THE RECEIPT OF THE PROCEEDS
OF THE LOCAL IMPROVEMENT DISTRICT BONDS AND ASSESSMENT
COLLECTIONS; AND PROVIDING FOR THE SALE OF SUCH BOND
ANTICIPATION NOTE TO KEYBANK NATIONAL ASSOCIATION OF
BELLEVUE, WASHINGTON.
WHEREAS, by Ordinance No. 3233 passed by the City Council on December 1, 1998, the
City ordered the improvement of certain property through the extension of sanitary sewer mains and
service to the property commonly known as the Perrinville annexation area, all pursuant to
Resolution No. 272, and, after a public hearing thereon, established Local Improvement District No.
215 (the "District'), estimated the cost of the improvements to be $1,879,200 provided that payment
for the improvement be made by special assessments upon the property in the local improvement
district and other money available therefor; and
WHEREAS, by Ordinance No. 3243 passed by the City Council on March 16, 1999, the
City ordered the improvement of certain property through the extension of sanitary sewer mains and
service to the property commonly known as the North Perrinville area, all pursuant to Resolution
No. 273, and, after a public hearing thereon, established Local Improvement District No. 216 (the
"District "), estimated the cost of the improvements to be $749,700 provided that payment for the
improvement be made by special assessments upon the property in the local improvement district
and other money available therefor; and
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WHEREAS, the City Council deems it to be in the best interests of the City that the City
borrow money and issue its short-term obligations in the form of bond anticipation notes for the
purpose of providing the funds with which to pay part of the costs of carrying out the improvements
ordered in Local Improvement Districts Nos. 215 and 216 pending the collection of assessments and
the receipt of Local Improvement District bond proceeds; and
WHEREAS, KeyBank National Association of Bellevue, Washington (the "Bank "), has
submitted an offer to purchase such short term bond anticipation notes on the terms and conditions
hereinafter set forth; NOW THEREFORE,
THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, DO ORDAIN as
follows:
Section 1. Authorization, Purpose and Description of Note. The City shall issue its Local
Improvement Districts Nos. 215 and 216 Bond Anticipation Note (the "Note ") in the principal
amount of $2,743,000. The Note shall be issued for the purpose of paying (i) costs of carrying
out improvements in Local Improvement Districts Nos. 215 and 216 pending the receipt of
proceeds of local improvement district bonds or other short-term obligations authorized to be
issued by Ordinances Nos. 3233 and 3243; and (ii) paying costs of issuing the Note.
The Note shall be in fully registered form; shall be dated its date of issuance; shall mature
one year from its date of issuance (the "Maturity Date "); shall be in the principal amount of
$2,743,000; shall be numbered R -1 with any additional designation as the Note Registrar (the
City Finance Director) deems necessary for purposes of identification; and shall bear interest at
the rate of 5.0% per annum computed on the basis of a 360 -day year of twelve 30 -day months,
payable six months following its date of issuance and on the Maturity Date. The City Council
finds that the fixing of the above interest rate is in the best interest of the City.
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Section 2. Registration and Transfer of Note. The Note shall be issued only in registered
form as to both principal and interest and recorded on books or records maintained by the Note
Registrar (the "Note Register "). The Note Register shall contain the name and mailing address
of the owner of the Note and the principal amount and number of the Note held by the owner.
The Note may not be assigned or transferred by the Bank, except that the Bank may
assign or transfer the Note to any successor to the business and assets of the Bank. When the
Note has been paid in full, both principal and interest, the Note shall be surrendered by the Bank
to the Note Registrar, who shall cancel the Note.
The Note Registrar shall keep, or cause to be kept, at its office, sufficient books for the
registration of the Note. The Note Registrar shall serve as the City's authenticating trustee,
transfer agent, registrar and paying agent for the Note and shall comply fully with all applicable
federal and state laws and regulations respecting the carrying out of those duties. The Note
Registrar is authorized, on behalf of the City, to authenticate and deliver the Note in accordance
with the provisions of the Note and this ordinance, to serve as the City's paying agent for the
Note and to carry out all of the Note Registrar's powers and duties under this ordinance and
Ordinance No. 2451 of the City establishing a system of registration for the City's bonds and
obligations.
The Note shall state on its face that the principal of and interest on the Note shall be paid
only to the owner thereof registered as such on the Note Register as of the record date set forth
therein and to no other person or entity, and that the Note may not be assigned except on the
Note Register.
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Section 3. Creation of Note Fund and Payment of Note. The City Finance Director is
hereby authorized and directed to create and establish the Local Improvement Districts Nos. 215
and 216 Note Fund (the "Note Fund "). The City pledges that both principal of and interest on
the Note shall be paid in lawful money of the United States of America solely out of the Note
Fund from the proceeds of local improvement district bonds authorized to be issued by
Ordinances Nos. 3233 and 3243, other short-term obligations to be deposited in the Note Fund
and special benefit assessments deposited in that fund, and from the Local Improvement
Guaranty Fund of the City. Principal of, together with the remaining accrued interest on the
Note, shall be payable upon presentation and surrender of the Note by the registered owner of the
office of the Note Registrar.
Section 4. Optional Redemption. The Note shall be issued with the right or option of the
City to prepay the Note in whole or in part prior to its Maturity Date by the City's giving the
registered owner five day's written notice of such prepayment stating the prepayment date. A
prepayment fee in the amount of (a) %z% of the principal amount prepaid shall be paid to the
Bank if any part of the Note is prepaid within six months following the delivery date of the Note,
(b) 1/4% of the principal amount prepaid if any part of the Note is prepaid from six months to nine
months from the delivery date of the Note, or (c) there shall not be any prepayment fee if prepaid
at any time later than nine months following the delivery date of the Note.
Section 5. Failure to Redeem Note. If the Note is not redeemed when properly presented
at its maturity.or call date, the City shall be obligated to pay interest on that Note at the same rate
provided in the Note from and after its maturity or call date until that Note, both principal and
interest, is paid in full or until sufficient money for its payment in full is on deposit in the Note
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Funds and the Note has been called for payment by giving notice of that call to the registered
owner.
Section 8. Form and Execution of Note. The Note shall be typed, 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, and the seal of the City or a facsimile reproduction thereof
shall be impressed or printed thereon.
The Note must bear a Certificate of Authentication in the following form, manually signed
by the Note Registrar, to be valid or obligatory for any purpose or entitled to the benefits of this
ordinance:
CERTIFICATE OF AUTHENTICATION
This note is the fully registered City of Edmonds, Washington, Local
Improvement Districts No. 215 and 216 Bond Anticipation Note described in the
Note Ordinance.
ON
City Finance Director, Note Registrar
The authorized signing of a Certificate of Authentication shall be conclusive evidence that the Note
so authenticated has been duly executed, authenticated and delivered and is entitled to the benefits
of this ordinance.
If any officer whose facsimile signature appears on the Note ceases to be an officer of the
City authorized to sign notes before the Note bearing his or her facsimile signature is authenticated
or delivered by the Note Registrar or issued by the City, that Note 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
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sign notes. The Note also may be signed on behalf of the City by any person who, on the actual
date of signing of the Note, is an officer of the City authorized to sign notes, although he or she did
not hold the required office on the date of issuance of the Note.
Section 6. Preservation of Tax Exemption for Interest on the Note. The City covenants
that it will take all actions necessary to prevent interest on the Note 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 Note or other funds of the City treated as proceeds of the Note at any
time during the term of the Note which will cause interest on the Note to be 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 7. Small Governmental Issuer Arbitrage Rebate Exception and Designation of
the Note as a "Qualified Tax - Exempt Obligation." The City finds and declares that (a) it is a
duly organized and existing governmental unit of the State of Washington and has general taxing
power; (b) the Note is not a "private activity bond" within the meaning of Section 141 of the
United States Internal Revenue Code of 1986, as amended (the "Code "); (c) at least 95% of the
net proceeds of the Note will be used for local governmental activities of the City (or of a
governmental unit the jurisdiction of which is entirely within the jurisdiction of the City); (d) the
aggregate face amount of all tax - exempt obligations (other than private activity bonds and other
obligations not required to be included in such calculation) issued by the City and all entities
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) during the calendar year in which the Note is issued is not reasonably expected to exceed
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$5,000,000; and (e) the amount of tax - exempt obligations, including the Note, 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 Note is issued does not exceed $10,000,000. The City
therefore certifies that the Note is eligible for the arbitrage rebate exception under
Section 148(f)(4)(D) of the Code and designates the Note as a "qualified tax - exempt obligation"
for the purposes of Section 265(b)(3) of the Code.
Section 13. Approval of Note Purchase Contract and Deposit of Note Proceeds. KeyBank
National Association of Bellevue, Washington, has presented a purchase offer (the "Offer ") to the
City offering to purchase the Note under the terms and conditions provided therein, which written
Offer is on file with the City Clerk and is incorporated herein by this reference. The City Council
finds that accepting the Offer is in the City's best interest and therefore accepts the offer contained
therein and authorizes its execution by City officials.
The Note will be typed or printed at City expense and will be delivered to the purchaser in
accordance with the Offer, with the approving legal opinion of Foster Pepper & Shefelman PLLC,
municipal bond counsel of Seattle, Washington, regarding the Note and accompanying the Note.
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 Note, and bond counsel's opinion shall so state.
$1,946,175 of the principal proceeds received from the sale of the Note shall be paid into the
Local Improvement Fund, District No. 215, and used to pay costs of the improvements ordered to
be carried_out by Ordinance No. 3233. $796,825 of the principal proceeds received from the sale of
the Note shall be paid into the Local Improvement Fund, District No. 216, and used to pay costs of
the improvements ordered to be carried out by Ordinance No. 3243.
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closing.
A Bank origination fee in the amount of $3,000 shall be paid by the City to the Bank at
Section 15. Effective Date. This ordinance, being an exercise of a power specifically
delegated to the City legislative body, is not subject to referendum, and shall take effect five (5)
days after passage and publication of the title of this ordinance.
PASSED by the City Council and APPROVED by the Mayor of the City of Edmonds,
Washington, at a regular open public meeting thereof, this 28th day of November, 2000.
ATTEST:
ity Clerk
APPROVED AS TO FORM:
FOSTER PEPPER & SHEFELMAN PLLC,
Bond Counsel
Filed with the City Clerk: 11/24/2000
Passed by the City Council: 11/28/2000
Published: 12/01/2000
Effective Date: 12/06/2000
Ordinance No. 3334
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A�:ee�l
Mayor
SUMMARY OF ORDINANCE NO. 3334
of the City of Edmonds, Washington
On the 28th day of November, 2000, the City Council of the City of Edmonds,
passed Ordinance No. 3334. 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
LOCAL IMPROVEMENT DISTRICTS NOS. 215 AND 216; AUTHORIZING THE
ISSUANCE AND SALE OF A LOCAL IMPROVEMENT DISTRICT BOND
ANTICIPATION NOTE PENDING THE RECEIPT OF THE PROCEEDS OF THE
LOCAL IMPROVEMENT DISTRICT BONDS AND ASSESSMENT COLLECTIONS;
AND PROVIDING FOR THE SALE OF SUCH BOND ANTICIPATION NOTE TO
KEYBANK NATIONAL ASSOCIATION OF BELLEVUE, WASHINGTON.
The full text of this Ordinance will be mailed upon request.
DATED this 29' day of November, 2000.
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CITY CLERK, SANDRA S. CHASE
CERTIFICATION
I, the undersigned, City Clerk of the City of Edmonds, Washington (the "City "), hereby
certify as follows:
L The attached copy of Ordinance No. 3334 (the "Ordinance ") is a full, true and correct
copy of an ordinance duly passed at a regular meeting of the City Council of the City held at the
regular meeting place thereof on November 28, 2000, as that ordinance appears on the minute
book of the City; and the Ordinance will be in full force and effect five days after the publication
of its summary in the City's official newspaper; and
2. A quorum of the members of the City Council was present throughout the meeting
and a majority of those members present voted in the proper manner for the passage of the
Ordinance.
2000.
IN WITNESS WHEREOF, I have hereunto set my hand this IIth day of December,
CITY OF EDMONDS, WASHINGTON
Sandra S. Chase, City Clerk
STATE OF WASHINGTON, l
COUNTY OF SNOHOMISH. Jr
SUMMARY OF ORDINANCE NO. 3334 + {
of the ity o Edmonds, Washington
On the 28th day of November, 2000. the City Council of the City otA
Edmonds, passed Ordinance No. 3334. A summary of the content ofy J
said ordinance, consisting of the title, provides as follows: I -
AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON el
AND 216; AUOTHORIZING THEY ISSUANCE S ANIDTSALE OF 1A
LOCAL IMPROVEMENT DISTRICT BOND ANTICIPATION NOTE'
PENDING THE LOCAL-
IMPROVEMENT REDISTRICT TBONDSCEAND OF ASSESSMENT
COLLECTIONS: AND PROVIDING FOR THE SALE OF SUCH
BOND ANTICIPATION NOTE TO KEYBANK NATIONAL,
ASSOCIATION OF BELLEVUE, WASHINGTON. a
The full text of this Ordinance will be mailed upon request.
DATED this 29th day of November, ERK000.
SANDRA S. CHASE
Published: December 1, 2000.
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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 ��3334
. ....................... ...............................
City of Edmonds
... ... ...... ........................................................................................ ...............................
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a printed copy of which is hereunto attached, was published in said
newspaper proper and not in supplement form, in the regular and
entire edition of said paper on the following days and times, namely:
(December 1 , 2000
............................................................... ...............................
.............. ...................................................................................... ...............................
a hat s ' newspaper was regularly i ributed o its siY scribers
duYi g of said period.
rinclnal Clerk
Subscribed and sworn to before me this ..............lst ...
ay f ....... ... .. ... Decemb r .......................... ...... 20...00
............................................... ...............................
Notary Public in and for a St to of Washington,
residing at Evergt t%18 County.
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