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Ordinance 4103CITY OF EDMONDS, WASHINGTON ORDINANCE NO.4103 AN ORDINANCE of the City of Edmonds, Washington, approving and authorizing the making of loans to the Edmonds Public Facilities District; authorizing the execution and delivery of a contingent loan agreement and related documents; authorizing certain other actions in connection therewith; and fixing a time when the same shall be effective. Adopted March 20, 2018 This document prepared by: Foster Pepper PLLC 1111 Third Avenue, Suite 3000 Seattle, Washington 98101 (206) 447-4400 52974396.1 CITY OF EDMONDS, WASHINGTON Ordinance No. 4103 AN ORDINANCE of the City of Edmonds, Washington, approving and authorizing the making of loans to the Edmonds Public Facilities District; authorizing the execution and delivery of a contingent loan agreement and related documents; authorizing certain other actions in connection therewith; and fixing a time when the same shall be effective. WHEREAS, the City of Edmonds, Washington (the "City"), is authorized by chapter 67.28 RCW to acquire and operate "tourism -related facilities"; and WHEREAS, RCW 67.28.130 authorizes the City and the Edmonds Public Facilities District (the "District") to participate in the financing of all or any part of a tourism -related facility on such terms as may be fixed by agreement between the respective legislative bodies without submitting the matter to a vote of the electors thereof, unless the provisions of the general laws of this state applicable to the incurring of indebtedness require such submission; and WHEREAS, the City and the District have previously engaged in the cooperative financing, acquisition, construction, equipping, operation and maintenance of a tourism -related facility known as the Edmonds Center for the Arts (the "Regional Center"); and WHEREAS, the District intends to issue its approximately $[ ] Sales Tax Obligation Refunding Bond, Series 2018 (the "Bond") for the purpose of. (a) refunding the District's outstanding Sales Tax Obligation and Refunding Bonds, 2008 (the "Refunded Bonds"); and (b) paying the costs of issuance and sale of the Bond (collectively, the "Refunding"); and WHEREAS, in connection with the District's issuance of the Refunded Bonds, and pursuant to Ordinance No. 3676 and Ordinance No. 3687, the City and District entered into the Contingent Loan Agreement dated as of July 14, 2008 (the "Original Agreement"); and WHEREAS, pursuant to RCW 67.28.130, the City and the District intend to amend and restate the Original Agreement by entering into a First Amended and Restated Contingent Loan Agreement substantially in the form attached hereto as Exhibit A (the "Agreement") to provide credit support for the Bond to the extent required if the Sales Tax Revenue and General Revenue (as defined in the Agreement) are not sufficient to pay debt service on the Bond; and WHEREAS, the City Council finds and determines that the City's participation in the Refunding will enable the District to obtain financing at the lowest interest rates available and, because of the mutual economic investments made in the Regional Center by the City and the District, will benefit both the District and the City, and therefore has determined that it is 52974396.1 appropriate and in the best interests of the City and its citizens to execute and deliver the Agreement; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF EDMONDS DOES ORDAIN AS FOLLOWS: Section 1. Approval of Agreement . The Agreement attached as Exhibit A, which is hereby incorporated herein by this reference, is approved, and the Mayor is authorized and directed to execute and deliver the Agreement on behalf of the City in substantially the form set forth as Exhibit A, with such changes as may be approved by the Mayor or the Finance Director consistent with its purpose. The Mayor and the Finance Director are each authorized to make such additional adjustments and amendments to the provisions of the Agreement as may be approved by the District and as they deem to be consistent with the purposes of this Ordinance. Section 2. Loans to District Authorized . The City shall make loans to the District at the times, in the amounts, and subject to the terms and conditions specified in the Agreement. Section 3. Transfer of Funds . The City shall make loans to the District by transferring money to the Debt Service Fund (as defined in the Agreement) for the account of District at the times, in the amounts, and subject to the terms and conditions specified in the Agreement. Section 4. General Authorization and Ratification . The Administrative Services Director, the Mayor, and the other appropriate officers of the City are each authorized and directed to take any actions and to execute such documents as in their respective judgment may be necessary or desirable to carry out the terms of, and complete the transactions contemplated in connection with, this Ordinance and the Agreement. The Administrative Services Director is further authorized to give the City's approval under Section 8.7 of the Agreement for the issuance of Additional Bonds by the District if, in his or her judgment, the conditions in Section 8.7 of the Agreement are satisfied. All actions previously taken in furtherance of and not inconsistent with the provisions of this ordinance are hereby ratified and confirmed in all respects. 52974396. ] Section 5. Effective Date . This ordinance shall take effect and be in full force from and after its passage and five days following its publication as required by law. This ordinance is the exercise of a power delegated to the City Council and is not subject to referendum. PASSED by the City Council at a regular open public meeting thereof this 20th day of March, 2018. Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney Filed with the City Clerk: March 16, 2018 Passed by the City Council: March 20, 2018 Published: March 25, 2018 Effective Date: March 30, 2018 52974396A EXHIBIT A Form of Contingent Loan Agreement [This space intentionally left blank.] 52974396.1 CERTIFICATION I, the undersigned, City Clerk of the City of Edmonds, Washington (the "City"), hereby certify as follows: 1. The foregoing Ordinance No. 4103 (the "Ordinance") is a full, true and correct copy of the Ordinance duly passed at a regular meeting of the City Council of the City held at the regular meeting place thereof on March 20, 2018, as the 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 was present throughout the meeting and a sufficient number of members of the City Council voted in the proper manner for the passage of the Ordinance. IN WITNESS WHEREOF, I have hereunto set my hand this 2 1 " day of March, 2018. CITY OF EDMONDS, WASHINGTON City Clerk (SEAL) 52974396.1