Ordinance 4043CITY OF EDMONDS, WASHINGTON
ORDINANCE NO. 4043
AN ORDINANCE of the City of Edmonds, Washington, relating to
contracting indebtedness; providing for the issuance, sale and delivery of a
limited tax general obligation refunding bond to carry out a current refunding of
a portion of the City's outstanding Limited Tax General Obligation Bonds, 2007,
and to pay the costs of issuance and sale of the bond; fixing or setting parameters
with respect to certain terms and covenants of the bond; appointing the City's
designated representative to approve the final terms of the sale of the bond; and
providing for other related matters.
Passed September 27, 2016
This document prepared by:
Foster Pepper PLLC
1111 Third Avenue, Suite 3000
Seattle, Washington 98101
(206) 447-4400
515489265
TABLE OF CONTENTS*
Page
Section1.
Definitions...............................................................................................................1
Section 2.
Findings and Determinations...................................................................................3
Section 3.
Authorization of Bond.............................................................................................4
Section 4.
Description of the Bond; Appointment of Designated Representative ...................4
Section 5.
Bond Registrar; Registration and Transfer of Bond................................................4
Section 6.
Form and Execution of Bond...................................................................................5
Section7.
Payment of Bond.....................................................................................................5
Section 8.
Bond Fund; Use of Proceeds; Refunding Plan........................................................5
Section 9.
Prepayment Provisions and Purchase of Bond........................................................7
Section 10.
Failure To Pay Bond................................................................................................7
Section11.
Pledge of Taxes........................................................................................................7
Section 12.
Tax Covenants; Designation of Bond as a "Qualified Tax Exempt
Obligation"..............................................................................................................8
Section 13.
Sale and Delivery of the Bond.................................................................................8
Section 14.
Supplemental and Amendatory Ordinances............................................................9
Section 15.
General Authorization and Ratification...................................................................9
Section16.
Severability..............................................................................................................9
Section 17.
Effective Date of Ordinance....................................................................................9
Exhibit A Parameters for Final Terms
* The cover page, table of contents and section headings of this ordinance are for convenience of reference only,
and shall not be used to resolve any question of interpretation of this ordinance.
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51548926.5
CITY OF EDMONDS, WASHINGTON
ORDINANCE NO. 4043
AN ORDINANCE of the City of Edmonds, Washington, relating to
contracting indebtedness; providing for the issuance, sale and delivery of a
limited tax general obligation refunding bond to carry out a current refunding of
a portion of the City's outstanding Limited Tax General Obligation Bonds, 2007,
and to pay the costs of issuance and sale of the bond; fixing or setting parameters
with respect to certain terms and covenants of the bond; appointing the City's
designated representative to approve the final terms of the sale of the bond; and
providing for other related matters.
THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, DO ORDAIN
AS FOLLOWS:
Section 1. Definitions. As used in this ordinance, the following capitalized terms
shall have the following meanings:
(a) "2007 Bonds" means the City's $5,230,000 original principal amount Limited
Tax General Obligation Bonds, 2007, authorized by and issued for the purposes provided in
Ordinance No. 3623, passed by the City Council on January 16, 2007.
(b) "Acquired Obligations" means the 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 and in accordance with the Refunded
Bond Ordinance.
(c) "Bond" means the bond issued pursuant to and for the purposes provided in this
ordinance.
(d) "Bond Counsel" means the firm of Foster Pepper PLLC, its successor, or any
other attorney or firm of attorneys selected by the City with a nationally recognized standing as
bond counsel in the field of municipal finance.
(e) "Bond Fund" means the Limited Tax General Obligation Bond Fund of the City
created for the payment of the principal of and interest on the Bond.
(f) "Bond Register" means the books or records maintained by the Bond Registrar
for the purpose of identifying ownership of the Bond.
(g) "Bond Registrar" means the Finance Director, or any successor bond registrar
selected by the City.
(h) "City" means the City of Edmonds, Washington, a municipal corporation duly
organized and existing under the laws of the State.
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(i) "City Council" means the legislative authority of the City, as duly and regularly
constituted from time to time.
0) "Code" means the United States Internal Revenue Code of 1986, as amended,
and applicable rules and regulations promulgated thereunder.
(k) "Designated Representative" means the officer of the City appointed in Section 4
of this ordinance to serve as the City's designated representative in accordance with
RCW 39.46.040(2).
(1) "Final Terms" means the terms and conditions for the sale of the Bond including
the amount, date, interest rate (or mechanism for determining interest rate), payment dates, final
maturity, redemption rights, price, and other terms or covenants, including minimum savings for
refunding bonds (if the refunding bonds are issued for savings purposes).
(m) "Finance Director" means the Finance Director or such other officer of the City
who succeeds to substantially all of the responsibilities of that office.
(n) "Government Obligations" has the meaning given in RCW 39.53.010, as now in
effect or as may hereafter be amended.
(o) "Issue Date " means the date of initial issuance and delivery of the Bond to the
Purchaser in exchange for the purchase price of the Bond.
(p) "Purchase Offer" means the offer of the Purchaser to purchase the Bond on the
terms and conditions set forth therein, including the response to the Request for Financing issued
by the City on August 31, 2016, which offer is authorized to be accepted by the Designated
Representative on behalf of the City, if consistent with this ordinance.
(q) "Purchaser" means the financial institution or other legal entity selected by the
Designated Representative to serve as purchaser of the Bond.
(r) "Record Date" means the Bond Registrar's close of business on the 15th day of
the month preceding an interest payment date. With respect to prepayment of the Bond prior to
its maturity, the Record Date shall mean the Bond Registrar's close of business on the date on
which the Bond Registrar sends the notice of prepayment in accordance with Section 9.
(s) "Redemption Date" means December 1, 2016.
(t) "Refunded Bond Ordinance " means Ordinance No. 3623 of the City.
(u) "Refunded Bonds" means the outstanding 2007 Bonds stated to mature on or after
December 1, 2017.
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(v) "Refunding Plan " means (as further described in the Refunding Trust
Agreement):
(1) the deposit with the Refunding Trustee of proceeds of the Bond (together
with other money of the City, if necessary);
(2) the purchase by the Refunding Trustee of the Acquired Obligations and
the application of the principal of and interest on the Acquired Obligations (and any other cash
balance) to the call, payment and redemption of the Refunded Bonds on the Redemption Date at
a price equal to the principal amount being redeemed plus any accrued interest; and
(3) the payment of the costs of issuing the Bond and the costs of carrying out
the foregoing elements of the Refunding Plan.
(w) "Refunding Trust Agreement" means a refunding trust or escrow agreement
between the City and the Refunding Trustee, dated as of the Issue Date, providing for the
carrying out of the Refunding Plan.
(x) "Refunding Trustee " means the financial institution appointed by the Designated
Representative to serve as refunding trustee to carry out the Refunding Plan.
(y) "Registered Owner" means the person in whose name the Bond is registered on
the Bond Register.
(z) "State " means the State of Washington.
(aa) "System of Registration" means the system of registration for the City's bonds
and other obligations set forth in Ordinance No. 2451 of the City.
Section 2. Findings acid Determinations. The City takes note of the following facts
and makes the following findings and determinations:
(a) Debt Capacity. The maximum amount of indebtedness authorized by this
ordinance is $3,300,000. Based on the following facts, this amount is to be issued within the
amount permitted to be issued by the City for general municipal purposes without a vote:
(1) The assessed valuation of the taxable property within the City as
ascertained by the last preceding assessment for City purposes for collection in the calendar year
2016 is $7,369,027,390.
(2) As of December 31, 2015, the City had limited tax general obligation
indebtedness, consisting of bonds, loans, capital contracts and nonexchange financial guarantees,
outstanding in the amount of $13,455,836 (of which the City has since retired $72,201), which is
incurred within the limit of up to 1 %2% of the value of the taxable property within the City
permitted for general municipal purposes without a vote.
(3) The City has no unlimited tax general obligation indebtedness outstanding.
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(b) The Bond. The City Council finds that it is in the best interests of the City and its
taxpayers to issue the Bond in order to carry out the refunding of the Refunded Bonds by
carrying out the Refunding Plan if, in the determination of the Designated Representative, a
savings will be effected by the difference between the principal and interest cost over the life of
the Bond and the principal and interest cost over the life of the Refunded Bonds but for such
refunding, as set forth in Section 8 and in Exhibit A. The City Council further finds that a
Refunding Plan approved by the Designated Representative in accordance with this ordinance
will discharge and satisfy the obligations, pledges, charges, trusts, covenants and agreements of
the City under the Refunded Bond Ordinance as to the Refunded Bonds, and the Refunded
Bonds shall no longer be deemed to be outstanding immediately upon the deposit of the money
specified in the Refunding Plan with the Refunding Trustee. The City Council further authorizes
the sale of the Bond, pursuant to the terms set forth in the Purchase Offer as approved by the
City's Designated Representative consistent with this ordinance.
Section 3. Authorization of Bond. The City is authorized to borrow money on the
credit of the City and issue a negotiable limited tax general obligation refunding bond evidencing
indebtedness in the principal amount not to exceed $3,300,000 to provide funds necessary to
carry out the Refunding Plan.
Section 4. Description of the Bond; Appointment of Designated Representative. The
Finance Director is appointed as the Designated Representative of the City and is authorized and
directed to conduct the sale of the Bond in the manner and upon the terms deemed most
advantageous to the City, and to approve the Final Terms of the Bond, with such additional terms
and covenants as the Designated Representative deems advisable, within the parameters set forth
in Exhibit A, which is attached to this ordinance and incorporated by this reference.
Section 5. Bond Registrar; Registration and Transfer of Bond.
(a) Registration of Bond. The Bond shall be issued only in registered form as to both
principal and interest and the ownership of the Bond shall be recorded on the Bond Register.
(b) Bond Registrar; Duties. The Finance Director is appointed as initial Bond
Registrar. The Bond Registrar shall keep, or cause to be kept, sufficient books for the registration
and transfer of the Bond, 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 the Bond if transferred
or exchanged in accordance with the provisions of the Bond and this ordinance, to serve as the
City's paying agent for the Bond and to carry out all of the Bond Registrar's powers and duties
under this ordinance and the System of Registration. The Bond Registrar shall be responsible for
its representations contained in the Bond Registrar's Certificate of Authentication on the Bond.
The Bond Registrar may become the Registered Owner 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 the Registered Owner.
(c) Bond Register; Transfer and Exchange. The Bond Register shall contain the
name and mailing address of the Registered Owner and the principal amount and number of the
Bond held by the Registered Owner. The Bond may be transferred only if endorsed in the
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manner provided thereon and surrendered to the Bond Registrar. Any exchange or transfer shall
be without cost to the Registered Owner or transferee.
Section 6. Form and Execution of Bond.
(a) Form of Bond; Signatures and Seal. The Bond shall be prepared in a form
consistent with the provisions of this ordinance and State law. The Bond shall be signed by the
Mayor and the 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. If
any officer whose manual or facsimile signature appears on the Bond ceases to be an officer of
the City authorized to sign bonds before the Bond bearing his or her manual or facsimile
signature is authenticated by the Bond Registrar, or issued or delivered by the City, the Bond
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. The 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 its Issue Date.
(b) Authentication. Only if the Bond bears a Certificate of Authentication in
substantially the following form, manually signed by the Bond Registrar, shall it be valid or
obligatory for any purpose or entitled to the benefits of this ordinance: "Certificate Of
Authentication. This Bond is the fully registered City of Edmonds, Washington, Limited Tax
General Obligation Refunding Bond, 2016, described in the Bond Ordinance." The authorized
signing of the Certificate of Authentication shall be conclusive evidence that the Bond so
authenticated has been duly executed, authenticated and delivered and is entitled to the benefits
of this ordinance.
Section 7. Payment of Bond. Principal of and interest on the Bond shall be payable
in lawful money of the United States of America. Principal of and interest on the Bond is payable
by electronic transfer on the interest payment date, or by check or draft of the Bond Registrar
mailed on the interest payment date to the Registered Owner at the address appearing on the
Bond Register on the Record Date. However, the City is not required to make electronic transfers
except pursuant to a request by a Registered Owner in writing received on or prior to the Record
Date and at the sole expense of the Registered Owner. Principal of the Bond is payable upon
presentation and surrender of the Bond by the Registered Owner to the Bond Registrar. The
Bond is not subject to acceleration under any circumstances.
Section S. Bond Fund, Use of Proceeds; Refunding Plan.
(a) Bond Fund. The Bond Fund is created as a special fund of the City for the sole
purpose of paying principal of and interest on the Bond and other limited general obligation
bonds of the City. All amounts allocated to the payment of the principal of and interest on the
Bond shall be deposited in the Bond Fund as necessary for the timely payment of amounts due
with respect to the Bond. The principal of and interest on the Bond shall be paid out of the Bond
Fund. Until needed for that purpose, the City may invest money in the Bond Fund temporarily in
any legal investment, and the investment earnings shall be retained in the Bond Fund and used
for the purposes of that fund.
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(b) Appointment of Refunding Trustee. The Designated Representative is authorized
and directed to appoint a financial institution to serve as Refunding Trustee and to perform the
duties of Refunding Trustee under this ordinance.
(c) Use of Bond Proceeds; Acquisition of Acquired Obligations. On the Issue Date,
the proceeds of the sale of the Bond shall be deposited with the Refunding Trustee and used to
carry out the Refunding Plan in accordance with the Refunding Trust Agreement. 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 shall be listed and more particularly described in a schedule attached
to the Refunding Trust Agreement. Any Bond proceeds or other money deposited with the
Refunding Trustee not needed to carry out the Refunding Plan shall be returned to the City for
deposit in the Bond Fund to pay interest on the Bond on the next upcoming first interest payment
date.
(d) Refunding Trust Agreement; Administration of Refunding Plan. The Designated
Representative is authorized and directed to execute a Refunding Trust Agreement setting forth
the duties, obligations and responsibilities of the Refunding Trustee in connection with the
carrying out the Refunding Plan. The Refunding Trust Agreement shall, among other things,
authorize and direct the Refunding Trustee to purchase the Acquired Obligations and to make the
payments required to be made by the Refunding Plan. All Acquired 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 the Refunded Bond Ordinance, this
ordinance, chapter 39.53 RCW and other applicable State law. All administrative costs
(including all necessary and proper fees, compensation, and expenses of the Refunding Trustee
for the Bond and all other costs incidental to the setting up of the escrow to accomplish the
Refunding Plan) and costs of issuance of the Bond may be paid out of the amounts deposited
with the Refunding Trustee or other available money of the City, in accordance with the
Refunding Trust Agreement.
(e) Authorization for Replacement Bonds. The City may issue replacement bonds in
principal amounts reflecting the defeased and nondefeased portions of the 2007 Bonds. The
replacement bonds shall be printed, executed and authenticated in the same manner as the 2007
Bonds.
(f) Call for Redemption of the Refunded Bonds. The Designated Representative is
authorized and directed to call the Refunded Bonds for redemption on their Redemption Date in
accordance with the Refunded Bond Ordinance and this ordinance. Such call for redemption
shall identify the Refunded Bonds, the maturity dates, the Redemption Date and redemption
price (expressed as a percentage of par, plus accrued interest), and shall be irrevocable after the
Bond is delivered to the Purchaser. The Designated Representative is authorized and directed to
give or cause to be given such notices as required, at the times and in the manner required,
pursuant to the Refunded Bond Ordinance, and to take all other actions necessary to effect the
redemption of the Refunded Bonds on the Redemption Date.
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(g) Additional Findings with Respect to Refunding. Prior to approving the sale of the
Bond, the Designated Representative shall make the following determinations in writing if in his
or her judgment the following conditions are met:
(1) The Redemption Date is the earliest practicable date on which the
Refunded Bonds may be called for redemption.
(2) The savings that will be effected (as measured by the difference between
the principal and interest cost over the life of the Bond and the principal and interest cost over
the life of the Refunded Bonds, but for such refunding) shall be equal to at least the percentage
savings set forth in Exhibit A. In making such determination, the Designated Representative
shall give consideration to the fixed maturities of the Bond and the Refunded Bonds, the costs of
issuance of the Bond and the known earned income from the investment of the proceeds of the
Bond pending redemption of the Refunded Bonds.
(3) The Refunding Plan will provide sufficient funds to discharge and satisfy
the obligations of the City under the Refunded Bond Ordinance. In making such determination,
the Designated Representative may rely upon a verification by a nationally recognized
independent certified public accounting firm or a certification of the City's financial advisor.
Section g. Prepayment Provisions and Purchase of Bond.
(a) Prepayment. The Bond shall be subject to prepayment at the option of the City on
terms acceptable to the Designated Representative, as set forth in the Purchase Offer, consistent
with the parameters set forth in Exhibit A.
(b) Notice of Prepayment. Notice of prepayment of the Bond, unless waived by the
Registered Owner, shall be given by the Bond Registrar not less than five business days prior to
the prepayment date by first-class mail, postage prepaid, to the Registered Owner at the address
appearing on the Bond Register on the Record Date.
Section 10. Failure To Pay Bond. If the principal of the Bond is not paid when the
Bond is properly presented at its maturity or prepayment date, the City shall be obligated to pay
interest on the Bond at the rate provided in the Bond from and after its maturity or prepayment
date until the 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, or in a trust account established to refund or
defease the Bond, and the Bond has been called for payment by giving notice of that call to the
Registered Owner.
Section 11. Pledge of Taxes. The Bond constitutes a general indebtedness of the City
and is payable from tax revenues of the City and such other money as is lawfully available and
pledged by the City for the payment of principal of and interest on the Bond. For as long as the
Bond is outstanding, the City irrevocably pledges that it shall, in the manner provided by law
within the constitutional and statutory limitations provided by law without the assent of the
voters, include in its annual property tax levy amounts sufficient, together with other money that
is lawfully available, to pay principal of and interest on the Bond as the same become due. The
full faith, credit and resources of the City are pledged irrevocably for the prompt payment of the
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principal of and interest on the Bond and such pledge shall be enforceable in mandamus against
the City.
Section 12. Tax Covenants; Designation of Band as a "Qualified Tax Exempt
Obligatiara."
(a) Preservation of Tax Exemption for Interest on Bond. The City covenants that it
will take all actions necessary to prevent interest on the Bond 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 Bond or other funds of the City treated as proceeds of the Bond that
will cause interest on the Bond to be included in gross income for federal income tax purposes.
(b) Post -Issuance Compliance. The Finance Director is authorized and directed to
review and update the City's written procedures to facilitate compliance by the City with the
covenants in this ordinance and the applicable requirements of the Code that must be satisfied
after the Issue Date to prevent interest on the Bond from being included in gross income for
federal tax purposes.
(c) Designation of Bond as a "Qualified Tax -Exempt Obligation." The City
designates the Bond as a "qualified tax-exempt obligation" for the purposes of Section 265(b)(3)
of the Code, and makes the following findings and determinations:
(1) the Bond does not constitute a "private activity bond" within the meaning
of Section 141 of the Code;
(2) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds and other obligations not required to be included in such calculation) that
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 Bond is issued
will not exceed $10,000,000; and
(3) the amount of tax-exempt obligations, including the Bond, 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 Bond is issued does not exceed $10,000,000.
Section 13. Sale and Delivery of the Bond.
(a) Approval of Purchase Offer; Delivery of Bond. The Designated Representative is
authorized to sell the Bond by negotiated sale or private placement based on the assessment of
the Designated Representative of market conditions, in consultation with appropriate City
officials and staff, Bond Counsel and other advisors. The Designated Representative shall select
one or more Purchasers with which to negotiate such sale. The Purchase Offer or a certificate of
the Finance Director shall set forth the Final Terms. The Designated Representative is authorized
to execute the Purchase Offer on behalf of the City, so long as the terms provided therein are
consistent with the terms of this ordinance. In negotiating the Final Terms, the Designated
Representative shall take into account those factors that, in the judgment of the Designated
Representative, may be expected to result in the lowest true interest cost to the City.
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(b) Preparation, Execution and Delivery of the Bond. The Bond will be prepared at
City expense and will be delivered to the Purchaser in accordance with the Purchase Offer,
together with the approving legal opinion of Bond Counsel regarding the Bond.
Section 14. Sul2pleniental and Amendatory Ordinances. The City may supplement or
amend this ordinance for any one or more of the following purposes without the consent of the
Registered Owner:
(a) To add covenants and agreements that do not materially adversely affect the
interests of the Registered Owner, or to surrender any right or power reserved to or conferred
upon the City.
(b) To cure any ambiguities, or to cure, correct or supplement any defective provision
contained in this ordinance in a manner that does not materially adversely affect the interest of
the Registered Owner.
Section 15. General Authorization and Ratification. The Designated Representative
and other appropriate officers of the City are severally authorized to take such actions and to
execute such documents as in their judgment may be necessary or desirable to carry out the
transactions contemplated in connection with this ordinance, and to do everything necessary for
the prompt delivery of the Bond to the Purchaser and for the proper application, use and
investment of the proceeds of the Bond. All actions taken prior to the effective date of this
ordinance in furtherance of the purposes described in this ordinance and not inconsistent with the
terms of this ordinance are ratified and confirmed in all respects.
Section 16. Severability. The provisions of this ordinance are declared to be separate
and severable. If a court of competent jurisdiction, all appeals having been exhausted or all
appeal periods having run, finds any provision of this ordinance to be invalid or unenforceable as
to any person or circumstance, such offending provision shall, if feasible, be deemed to be
modified to be within the limits of enforceability or validity. However, if the offending provision
cannot be so modified, it shall be null and void with respect to the particular person or
circumstance, and all other provisions of this ordinance in all other respects, and the offending
provision with respect to all other persons and all other circumstances, shall remain valid and
enforceable.
Section 17. 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 of the City of Edmonds, Washington, at an open public
meeting thereof, this 27`h day of September, 2016, and signed in authentication of its passage this
28th day %J September, 2016.
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ATTE T:
Scott Passey
City Clerk
APPROVED AS TO FORM:
kAAAItItIt
Bond Counsel
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Exhibit A
PARAMETERS FOR FINAL TERMS
(a) Principal Amount. The principal amount of the Bond shall not exceed
$3,300,000.
(b) Issue Date. The Bond shall be dated the Issue Date, which date may
not be later than one year after the effective date of this
ordinance.
(c) Denomination, Name, etc. The Bond shall be in the denomination of the principal
amount, and shall be numbered in the manner and shall
bear the name and additional designation as deemed
necessary or appropriate by the Designated
Representative.
(d) Interest Rate. The Bond shall bear interest at one or more fixed rates
per annum (computed on the basis of a 360-day year of
twelve 30-day months) from the Issue Date or from the
most recent date for which interest has been paid or duly
provided for, whichever is later. No rate of interest for
the Bond may exceed 5.00%, and the true interest cost to
the City for the Bond may not exceed 3.00%.
(e) Payment Dates. Interest shall be payable on dates acceptable to the
Designated Representative, commencing no later than
one year following the Issue Date. Principal payments
shall commence no later than December 1, 2017.
(f) Final Maturity.
The Bond shall mature no later than December 1, 2026.
(g) Prepayment Rights, The Designated Representative may approve in the
Purchase Offer provisions for the optional prepayment
of the Bond.
(h) Price. The purchase price for the Bond may not be less than
98% or more than 102% of the stated principal amount.
(i) Other Terms and Conditions. (1) The Bond may not be issued if it would cause the
indebtedness of the City to exceed the City's legal
debt capacity on the Issue Date.
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(2) The Bond shall produce a minimum net present
value savings to the City and its taxpayers of at
least 3.00% (as a percentage of the Refunded
Bonds to be refunded by such Bond). Net present
value savings means the aggregate difference
between (i) annual debt service on the Refunded
Bonds to be refunded, less (ii) annual debt service
on the Bond (including expenses related to costs of
issuance of the Bond) discounted to the Issue Date
using the yield on the Bond as the discount rate,
plus (iii) excess cash, if any, distributed to the City
on the Issue Date, and less (iv) the amount of
additional money of the City contributed to the
refunding, if any, on such Issue Date.
51548926.5
CERTIFICATION
I, the undersigned, City Clerk of the City of Edmonds, Washington (the "City"), hereby
certify as follows:
1. The attached copy of Ordinance No. 4043 (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 September 27, 2016, as that ordinance appears on the
minute book of the City.
2. The Ordinance will be in full force and effect five days after publication in the
City's official newspaper, which publication date will be October 3, 2016.
3. A quorum of the members of the City Council was present throughout the
meeting and a majority of the members voted in the proper manner for the passage of the
Ordinance.
Dated: September 28, 2016.
CITY D , WASHINGTON
Seatt passey, City Clerk
51548926 5
Everett Daily Herald
Affidavit of Publication
State of Washington }
County of Snohomish } ss
Kathleen Landis being first duly sworn, upon
oath deposes and says: that he/she is the legal
representative of the Everett Daily Herald a
daily newspaper. The said newspaper is a legal
newspaper by order of the superior court in the
county in which it is published and is now and
has been for more than six months prior to the
date of the first publication of the Notice
hereinafter referred to, published in the English
language continually as a daily newspaper in
Snohomish County, Washington and is and
always has been printed in whole or part in the
Everett Daily Herald and is of general
circulation in said County, and is a legal
newspaper, in accordance with the Chapter 99
of the Laws of 1921, as amended by Chapter
213, Laws of 1941, and approved as a legal
newspaper by order of the Superior Court of
Snohomish County, State of Washington, by
order dated June 16, 1941, and that the annexed
is a true copy of EDH724989 ORD SUMM
4043 as it was published in the regular and
entire issue of said paper and not as a
supplement form thereof for a period of 1
issue(s), such publication commencing on
10/03/2016 and ending on 10/03/2016 and that
said newspaper was regularly distributed to its
subscribers during all of said period.
The amount of the fee for such publication is
$34.40.
Subscribed and sworn before me on this
day of
kkk
Notary Public in and for the State of
Washington.
City of Edmonds - LEGAL ADS 114101416
SCOTr PASSEY
DEBRA ANN GRIGG
Notary Public
State of Washington
My Commission Expires
October 31, 2017
�f OADINANCESUMMARY
at the City of Edmonds. Washinglon
On the 27Th day of Septomlaw. 2016, the City Cpunc!! at the City of
kdmonds, passad the following Ordinance, the Summary of the
content or said erdinathm conSisE'mmgg pf dtlp Is provided as foitaft:
CRDINANCE NO.41043
AN ORDINANCE of the City of Edmonds, Washington,
refacing Io Conlracling Indeblodness: previdlog for The
lasua"% sale and dolivory of a limited lax 8enoraf oblfggalion
refunding bond to Carry oul a current refundingy of a por4on of
the City's outstanding Limited Tax General Obligailan Bonds,
2007, and to pay the coals at fssuance and sale pl the bond;
T-wing or souing parameters with respect to cariein forms and
covenanls of Iho bond; a%ppoinling the City'S dosignated
representative to approvelfla final terms of the Salo of the
band; and provider* for other related mailer&
The full text of This Ordnance will be mailed upon request.
DATED Ills 26Ih day of September, 2016.
CITY CLERK, SCOTT PASSEY
IAUSUSH:Oclober 3. MI6 EDH72A989
li"
RECEIVED
OCT 112016
EDMONDS CITY CLERK