Ordinance 4155CITY OF EDMONDS, WASHINGTON
ORDINANCE NO. -y-/SS
AN ORDINANCE of the City of Edmonds, Washington, relating to
contracting indebtedness; providing for the issuance, sale and delivery of not to
exceed $4,000,000 aggregate principal amount of limited tax general obligation
bonds to provide funds to finance improvements to Civic Park and to pay the
costs of issuance and sale of the bonds; fixing or setting parameters with respect
to certain terms and covenants of the bonds; appointing the City's designated
representative to approve the final terms of the sale of the bonds; and providing
for other related matters.
Passed July 16, 2019
This document prepared by:
Foster Pepper PLLC
1111 Third Avenue, Suite 3000
Seattle, Washington 98101
(206) 447-4400
TABLE OF CONTENTS*
Section 1 . Definitions
Page
Section 2 .
Findings and Determinations....................................................................................4
Section 3 .
Authorization of Bonds.............................................................................................4
Section 4 .
Description of the Bonds; Appointment of Designated Representative..,-..............5
Section 5 .
Bond Registrar; Registration and Transfer of Bonds...............................................5
Section 6 .
Form and Execution of Bonds.................................................................................6
Section7 .
Payment of Bonds....................................................................................................6
Section 8 .
Funds and Accounts; Deposit of Proceeds..............................................................7
Section 9 .
Redemption Provisions and Purchase of Bonds.......................................................7
Section 10 .
Failure To Pay Bonds..............................................................................................8
Section 11 .
Pledge of Taxes........................................................................................................8
Section 12 .
Tax Covenants; Designation of Bonds as "Qualified Tax Exempt
Obligations."............................................................................................................9
Section 13 .
Refunding or Defeasance of the Bonds...................................................................9
Section 14 .
Sale and Delivery of the Bonds.............................................................................1
(]
Section 15 .
Official Statement; Continuing Disclosure............................................................1
!
Section 16 .
Supplemental and Amendatory Ordinances..........................................................1
1
Section 17 .
General Authorization and Ratification.................................................................12
Section18 .
Severability............................................................................................................
12
Section 19 .
Effective Date of Ordinance..................................................................................12
Exhibit A Parameters for Final Terms
Exhibit B Form of Undertaking to Provide Continuing Disclosure
*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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CITY OF EDMONDS, WASHINGTON
ORDINANCE NO. q js.
AN ORDINANCE of the City of Edmonds, Washington, relating to
contracting indebtedness; providing for the issuance, sale and delivery of not to
exceed $4,000,000 aggregate principal amount of limited tax general obligation
bonds to provide funds to finance improvements to Civic Park and to pay the
costs of issuance and sale of the bonds; fixing or setting parameters with respect
to certain terms and covenants of the bonds; appointing the City's designated
representative to approve the final terms of the sale of the bonds; and providing
for other related matters.
THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, DO ORDAIN
AS FOLLOWS:
Section I. Definitions. As used in this ordinance, the following capitalized terms
shall have the following meanings:
(a) "Authorized Denomination" means $5,000 or any integral multiple thereof within
a maturity of a Series.
(b) "Beneficial Owner" means, with respect to a Bond, the owner of any beneficial
interest in that Bond.
(c) "Bond" means each 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, 2019, of the
City created for the payment of the principal of and interest on the Bonds.
(f) "Bond Purchase Contract" means an offer to purchase a Series of the Bonds,
setting forth certain terms and conditions of the issuance, sale and delivery of those Bonds,
which offer is authorized to be accepted by the Designated Representative on behalf of the City,
if consistent with this ordinance. In the case of a competitive sale, the official notice of sale, the
Purchaser's bid and the award by the City shall constitute the Bond Purchase Contract for
purposes of this ordinance.
(g) "Bond Register" means the books or records maintained by the Bond Registrar for
the purpose of identifying ownership of each Bond.
(h) "Bond Registrar" means the Fiscal Agent, or any successor bond registrar
selected by the City.
(i) "City" means the City of Edmonds, Washington, a municipal corporation duly
organized and existing under the laws of the State.
(j) "City Council" means the legislative authority of the City, as duly and regularly
constituted from time to time.
(k) "Code" means the United States Internal Revenue Code of 1986, as amended, and
applicable rules and regulations promulgated thereunder.
(1) "DTC" means The Depository Trust Company, New York, New York, or its
nominee.
(m) "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).
(n) "Final Terms" means the terms and conditions for the sale of a Series of the
Bonds including the amount, date or dates, denominations, interest rate or rates (or mechanism
for determining interest rate or rates), payment dates, final maturity, redemption rights, price, and
other terms or covenants.
(o) "Finance Director" means the Finance Director or such other officer of the City
who succeeds to substantially all of the responsibilities of that office.
(p) "Fiscal Agent" means the fiscal agent of the State, as the same may be designated
by the State from time to time.
(q) "Government Obligations" has the meaning given in RCW 39.53.010, as now in
effect or as may hereafter be amended.
(r) "Issue Date" means, with respect to a Bond, the date of initial issuance and
delivery of that Bond to the Purchaser in exchange for the purchase price of that Bond.
(s) "Letter of Representations" means the Blanket Issuer Letter of Representations
between the City and DTC, dated August 6, 1996, as it may be amended from time to time, and
any successor or substitute letter relating to the operational procedures of the Securities
Depository.
(t) "MSRB" means the Municipal Securities Rulemaking Board.
(u) "Official Statement" means an offering document, disclosure document, private
placement memorandum or substantially similar disclosure document provided to purchasers and
potential purchasers in connection with the initial offering of a Series of the Bonds in
conformance with Rule 15c2-12 or other applicable regulations of the SEC.
(v) "Owner" means, without distinction, the Registered Owner and the Beneficial
Owner,
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(w) "Project" means financing improvements to Civic Park, and other capital
purposes, as deemed necessary and advisable by the City. Incidental costs incurred in
connection with carrying out and accomplishing the Project, consistent with RCW 39.46.070,
may be included as costs of the Project.
(x) "Project Fund" means the fiend or account of the City designated or created by the
Finance Director for the purpose of carrying out the Project.
(y) "Purchaser" means the corporation, firm, association, partnership, trust, bank,
financial institution or other legal entity or group of entities selected by the Designated
Representative to serve as purchaser in a private placement, underwriter or placement agent in a
negotiated sale or awarded as the successful bidder in a competitive sale of any Series of the
Bonds.
(z) "Rating Agency" means any nationally recognized rating agency then maintaining
a rating on the Bonds at the request of the City.
(aa) "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 redemption of a Bond prior to its
maturity, the Record Date shall mean the Bond Registrar's close of business oil the date on
which the Bond Registrar sends the notice of redemption in accordance with Section 9.
(bb) "Registered Owner" means, with respect to a Bond, the person in whose name
that Bond is registered on the Bond Register. For so long as the City utilizes the book -entry only
system for the Bonds under the Letter of Representations, Registered Owner shall mean the
Securities Depository.
(cc) "Rule 1 Sc2-12" means Rule 15c2-12 promulgated by the SEC under the
Securities Exchange Act of 1934, as amended.
(dd) "SEC" means the United States Securities and Exchange Commission.
(cc) "Securities Depository" means DTC, any successor thereto, any substitute
securities depository selected by the City that is qualified under applicable laws and regulations
to provide the services proposed to be provided by it, or the nominee of any of the foregoing.
(ff) "Series of the Bonds" or "Series" means a series of the Bonds issued pursuant to
this ordinance.
(gg) "State" means the State of Washington.
(hh) "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.
(ii) "Term Bond' means each Bond designated as a Term Bond and subject to
mandatory redemption in the years and amounts set forth in the Bond Purchase Contract.
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6j) "Undertaking" means the undertaking to provide continuing disclosure entered
into pursuant to Section 15 of this ordinance.
Section 2. Findings and Determinations. The City takes note of the following facts
and makes the following findings and determinations:
(a) Authority and Description of Project. The City is in need of certain
improvements to Civic Park. The City Council therefore finds that it is in the best interests of
the City to carry out the Project.
(b) Plan of Financing. Pursuant to applicable law, including without limitation
chapters 35.37, 35.40, 39.36, 39.44, 39.46 and 39.52 RCW, the City is authorized to issue
general obligation bonds for the purpose of financing the Project. The total expected cost of the
Project is approximately $12,385,400, which is expected to be made up of proceeds of the
Bonds, grants, contributions and other available money of the City.
(c) Debt Capacity. The maximum amount of indebtedness authorized by this
ordinance is $4,000,000. 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 2019 is $10,223,133,972.
(2) As of July 1, 2019, the City had limited tax general obligation
indebtedness, consisting of bonds and loans outstanding in the principal
amount of $7,789,453, which is incurred within the limit of up to P/2% of
the value of the taxable property within the City permitted for general
municipal purposes without a vote.
(3) As of July 1, 2019, the City had no outstanding unlimited tax general
obligation indebtedness.
(d) The Bonds. For the purpose of providing the funds necessary to carry out the
Project and to pay the costs of issuance and sale of the Bonds, the City Council finds that it is in
the best interests of the City and its taxpayers to issue and sell the Bonds to the Purchaser,
pursuant to the terms set forth in the Bond Purchase Contract as approved by the City's
Designated Representative consistent with this ordinance.
Section 3. Authorization of Bonds. The City is authorized to borrow money on the
credit of the City and issue negotiable limited tax general obligation bonds evidencing
indebtedness in one or more Series in the aggregate principal amount not to exceed $4,000,000
to provide finds necessary to carry out the Project and to pay the costs of issuance and sale of
the Bonds. The proceeds of the Bonds allocated to paying the cost of the Project shall be
deposited as set forth in Section 8 of this ordinance and shall be used to carry out the Project, or
a portion of the Project, in such order of time as the City determines is advisable and practicable.
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Section 4. Description of the Bonds; Appointment of Designated Representative.
The Finance Director, or the Assistant Finance Director in his absence, is appointed as the
Designated Representative of the City and is authorized and directed to conduct the sale of the
Bonds in the manner and upon the terms deemed most advantageous to the City, and to approve
the Final Terms of each Series of the Bonds, 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 Re istrar• Registration and Transfer of Bonds.
(a) Registration of Bonds. Each Bond shall be issued only in registered form as to
both principal and interest and the ownership of each Bond shall be recorded on the Bond
Register.
(b) Bond Registrar; Duties. The Fiscal Agent 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 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 the System of Registration. The Bond Registrar shall be responsible for
its representations contained in the Bond Registrar's Certificate of Authentication on each Bond.
The Bond Registrar may become an 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 Owners.
(c) Bond Register; Transfer and Exchange. The Bond Register shall contain the
name and mailing address of each Registered Owner and the principal amount and number of
each Bond held by each Registered Owner. A Bond surrendered to the Bond Registrar may be
exchanged for a Bond or Bonds in any Authorized Denomination of an equal aggregate principal
amount and of the same Series, interest rate and maturity. A Bond 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 any Bond or transfer registered ownership during the period between the
applicable Record Date and the next upcoming interest payment or redemption date.
(d) Securities Depository; Book -Entry Only Form. If a Bond is to be issued in book -
entry form, DTC shall be appointed as initial Securities Depository and each such Bond initially
shall be registered in the name of Cede & Co., as the norninee of DTC. Each Bond registered in
the name of the Securities Depository shall be held fully immobilized in book -entry only form by
the Securities Depository in accordance with the provisions of the Letter of Representations.
Registered ownership of any Bond registered in the name of the Securities Depository may not
be transferred except: (i) to any successor Securities Depository; (ii) to any substitute Securities
Depository appointed by the City; or (iii) to any person if the Bond is no longer to be held in
book -entry only form. Upon the resignation of the Securities Depository, or upon a termination
of the services of the Securities Depository by the City, the City may appoint a substitute
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Securities Depository. If (i) the Securities Depository resigns and the City does not appoint a
substitute Securities Depository, or (ii) the City terminates the services of the Securities
Depository, the Bonds no longer shall be held in book -entry only form and the registered
ownership of each Bond may be transferred to any person as provided in this ordinance.
Neither- the City nor the Bond Registrar shall have any obligation to participants of any
Securities Depository or the persons for whom they act as nominees regarding accuracy of any
records maintained by the Securities Depository or its participants. Neither the City nor the
Bond Registrar shall be responsible for any notice that is permitted or required to be given to a
Registered Owner except such notice as is required to be given by the Bond Registrar to the
Securities Depository.
Section 6. Form and Execution of Bonds.
(a) Form of Bonds; Signatures and Seal. Each Bond shall be prepared in a form
consistent with the provisions of this ordinance and State law. Each 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 a 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, that 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. 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 its Issue Date.
(b) Authentication. Only a Bond bearing a Certificate of Authentication in
substantially the following form, manually signed by the Bond Registrar, shall be valid or
obligatory for any purpose or entitled to the benefits of this ordinance: "Certificate Of
Authentication. This Bond is one of the fully registered City of Edmonds, Washington, Limited
Tax General Obligation Bonds, 2019, described in the Bond Ordinance." The authorized signing
of a 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 Bonds. Principal of and interest on each Bond shall be
payable in lawful money of the United States of America. Principal of and interest on each Bond
registered in the name of the Securities Depository is payable in the manner set forth in the
Letter of Representations. Interest on each Bond not registered in the name of the Securities
Depository 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 each
Bond not registered in the name of the Securities Depository is payable upon presentation and
surrender of the Bond by the Registered Owner to the Bond Registrar. The Bonds are not subject
to acceleration under any circumstances.
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Section 8. Funds and Accounts; Deposit of Proceeds.
(a) Bond Fund. The Bond Fund has been previously created as a special fund of the
City for the sole purpose of paying principal of and interest on the Bonds and other general
obligation bonds of the City. All amounts allocated to the payment of the principal of and
interest on the Bonds shall be deposited in the Bond Fund as necessary for the timely payment of
amounts due with respect to the Bonds. The principal of and interest on the Bonds 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.
(b) Project Fund. The Project Fund is created as a fund of the City for the purpose of
paying the costs of the Project. Proceeds received from the sale and delivery of the Bonds shall
be deposited into the Project Fund (or any subaccounts within such fund) and used to pay the
costs of the Project and costs of issuance of the Bonds. Until needed to pay such costs, the City
may invest those proceeds temporarily in any legal investment, and the investment earnings shall
be retained in the Project Fund and used for the purposes of that fund, except that earnings
subject to a federal tax or rebate requirement (if applicable) may be withdrawn from the Project
Fund and used for those tax or rebate purposes.
Section 9. Redemption Provisions and Purchase of Bonds.
(a) Optional Redemption. The Bonds shall be subject to redemption, or prepayment,
at the option of the City on terms acceptable to the Designated Representative, as set forth in the
Bond Purchase Contract, consistent with the parameters set forth in Exhibit A.
(b) Mandatory Redemption. Each Bond that is designated as a Term Bond in the
Bond Purchase Contract, consistent with the parameters set forth in Exhibit A and except as set
forth below, shall be called for redemption at a price equal to the stated principal amount to be
redeemed, plus accrued interest, on the dates and in the amounts as set forth in the Bond
Purchase Contract. If a Term Bond is redeemed under the optional redemption provisions,
defeased or purchased by the City and surrendered for cancellation, the principal amount of the
Term Bond so redeemed, defeased or purchased (irrespective of its actual redemption or
purchase price) shall be credited against one or more scheduled mandatory redemption
installments for that Term Bond. The City shall determine the manner in which the credit is to
be allocated and shall notify the Bond Registrar in writing of its allocation prior to the earliest
mandatory redemption date for that Term Bond for which notice of redemption has not already
been given.
(c) Selection of Bonds for Redemption; Partial Redemption. If fewer than all of the
outstanding Bonds are to be redeemed at the option of the City, the City shall select the Series
and maturities to be redeemed. If fewer than all of the outstanding Bonds of a maturity of a
Series are to be redeemed, the Securities Depository shall select Bonds registered in the name of
the Securities Depository to be redeemed in accordance with the Letter of Representations, and
the Bond Registrar shall select all other Bonds to be redeemed randomly in such manner as the
Bond Registrar shall determine. All or a portion of the principal amount of any Bond that is to
be redeemed may be redeemed in any Authorized Denomination. If less than all of the
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outstanding principal amount of any Bond is redeemed, upon surrender of that Bond to the Bond
Registrar, there shall be issued to the Registered Owner, without charge, a new Bond (or Bonds,
at the option of the Registered Owner) of the same Series, maturity and interest rate in any
Authorized Denomination in the aggregate principal amount to remain outstanding.
(d) Notice of Redemption. Notice of redemption of each Bond registered in the name
of the Securities Depository shall be given in accordance with the Letter of Representations.
Notice of redemption of each other Bond, unless waived by the Registered Owner, shall be given
by the Bond Registrar not less than 20 nor more than 60 days prior to the date fixed for
redemption by first-class mail, postage prepaid, to the Registered Owner at the address appearing
on the Bond Register on the Record Date. The requirements of the preceding sentence shall be
satisfied when notice has been mailed as so provided, whether or not it is actually received by an
Owner. In addition, the redemption notice shall be mailed or sent electronically within the same
period to the MSRB (if required under the Undertaking), to each Rating Agency, and to such
other persons and with such additional information as the Finance Director shall determine, but
these additional mailings shall not be a condition precedent to the redemption of any Bond.
(e) Rescission of Optional Redemption Notice. In the case of an optional redemption,
the notice of redemption may state that the City retains the right to rescind the redemption notice
and the redemption by giving a notice of rescission to the affected Registered Owners at any time
prior to the scheduled optional redemption date. Any notice of optional redemption that is so
rescinded shall be of no effect, and each Bond for which a notice of optional redemption has
been rescinded shall remain outstanding.
(f) Effect of Redemption. Interest on each Bond called for redemption shall cease to
accrue on the date fixed for redemption, unless either the notice of optional redemption is
rescinded as set forth above, or money sufficient to effect such redemption is not on deposit in
the Bond Fund or in a trust account established to refund or defease the Bond.
(g) Purchase of Bonds. The City reserves the right to purchase any or all of the
Bonds offered to the City at any time at any price acceptable to the City plus accrued interest to
the date of purchase.
Section 10. Failure To Nay Bonds. if the principal of any Bond is not paid when the
Bond is properly presented at its maturity or date fixed for redemption, 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 date fixed for redemption 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, 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 Bonds constitute a general indebtedness of the City
and are 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 Bonds, including real
estate excise taxes (REET). For as long as any of the Bonds are 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
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property tax levy amounts sufficient; together with other money that is lawfully available,
including real estate excise taxes (REET), to pay principal of and interest on the Bonds as the
same become due. The full faith, credit and resources of the City are pledged irrevocably for the
prompt payment of the principal of and interest on the Bonds and such pledge shall be
enforceable in mandamus against the City.
Section 12. Tax Covenants; Designation of Bonds as "Qualified Tax Exempt
Obliulions.".
(a) 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 that
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 requirements of Section 148
of the Code are applicable to the Bonds, take all actions necessary to comply (or to be treated as
having complied) with those requirements in connection with the Bonds.
(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 Bonds from being included in gross income for
federal tax purposes.
(c) Designation of Bonds as "Qualified Tax -Exempt Obligations." A Series of the
Bonds may be designated as "qualified tax-exempt obligations" for the purposes of
Section 265(b)(3) of the Code, if the following conditions are met:
(1) the Series does not constitute "private activity bonds" 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 Series is issued will not exceed $10,000,000; and
(3) the amount of tax-exempt obligations, including the Series, 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 Series
is issued does not exceed $10,000,000.
Section 13. Refunding= or Defeasance of the Bonds. The City may issue refunding
bonds pursuant to State law or use money available from any other lawful source to carry out a
refunding or defeasance plan, which may include (a) paying when due the principal of and
interest on any or all of the Bonds (the "defeased Bonds"); (b) redeeming the defeased Bonds
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prior to their maturity; and (c) paying the costs of the refunding or defeasance. If the City sets
aside in a special trust find or escrow account irrevocably pledged to that redemption or
defeasance (the "trust account"), money and/or Government Obligations maturing at a time or
times and bearing interest in amounts sufficient to redeem, refund or defease the defeased Bonds
in accordance with their terms, then all right and interest of the Owners of the defeased Bonds in
the covenants of this ordinance and in the finds and accounts obligated to the payment of the
defeased Bonds shall cease and become void. Thereafter, the Owners of defeased Bonds shall
have the right to receive payment of the principal of and interest on the defeased Bonds solely
from the trust account and the defeased Bonds shall be deemed no longer outstanding. In that
event, the City may apply money remaining in any fund or account (other than the trust account)
established for the payment or redemption of the defeased Bonds to any lawful purpose.
Unless otherwise specified by the City in a refunding or defeasance plan, notice of
refunding or defeasance shall be given, and selection of Bonds for any partial refunding or
defeasance shall be conducted, in the manner prescribed in this ordinance for the redemption of
Bonds.
Section 14. Sale and Delivery of the Bonds.
(a) Manner of Sale of Bonds; Delivery of Bonds. The Designated Representative is
authorized to sell each Series of the Bonds by negotiated sale or private placement or by
competitive sale in accordance with a notice of sale consistent with this ordinance, based on the
assessment of the Designated Representative of market conditions, in consultation with
appropriate City officials and staff, Bond Counsel and other advisors. In determining the method
of sale of a Series and accepting 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.
(b) Procedure for Negotiated Sale or Private Placement. If the Designated
Representative determines that a Series of the Bonds is to be sold by negotiated sale or private
placement, the Designated Representative shall select one or more Purchasers with which to
negotiate such sale. The Bond Purchase Contract for each Series of the Bonds shall set forth the
Final Terms. The Designated Representative is authorized to execute the Bond Purchase
Contract on behalf of the City, so long as the terms provided therein are consistent with the terms
of this ordinance.
(c) Procedure for Competitive Sale. If the Designated Representative determines that
a Series of the Bonds is to be sold by competitive sale, the Designated Representative shall cause
the preparation of an official notice of bond sale setting forth parameters for the Final Terms and
any other bid parameters that the Designated Representative deems appropriate consistent with
this ordinance. Bids for the purchase of each Series of the Bonds shall be received at such time
or place and by such means as the Designated Representative directs. On the date and time
established for the receipt of bids. the Designated Representative (or the designee of the
Designated Representative) shall open bids and shall cause the bids to be mathematically
verified. The Designated Representative is authorized to award, on behalf of the City, the
winning bid and accept the winning bidder's offer to purchase that Series of the Bonds, with
such adjustments to the aggregate principal amount and principal amount per maturity as the
-1 0-
;;d ;1,
Designated Representative deems appropriate, consistent with the terms of this ordinance, and
such award shall constitute the Bond Purchase Contract. The Designated Representative may
reject any or all bids submitted and may waive any formality or irregularity in any bid or in the
bidding process if the Designated Representative deems it to be in the City's best interest to do
so. If all bids are rejected, that Series of the Bonds may be sold pursuant to negotiated sale or in
any manner provided by law as the Designated Representative determines is in the best interest
of the City, within the parameters set forth in this ordinance.
(d) Preparation, Execution and Delivery of the Bonds. The Bonds will be prepared at
City expense and will be delivered to the Purchaser in accordance with the Bond Purchase
Contract, together with the approving legal opinion of Bond Counsel regarding the Bonds.
Section 15. Official Statement; Continuing Disclosure.
(a) Preliminary Of.f cial Statement Deemed Final. The Designated Representative
shall review and, if acceptable to him or her, approve the preliminary Official Statement
prepared in connection with each sale of a Series of the Bonds to the public or through a
Purchaser as a placement agent. For the sole purpose of the Purchaser's compliance with
paragraph (b)(1) of Rule 15c2-12, if applicable, the Designated Representative is authorized to
deem that preliminary Official Statement final as of its date, except for the omission of
information permitted to be omitted by Rule 15c2-12. The City approves the distribution to
potential purchasers of the Bonds of a preliminary Official Statement that has been approved by
the Designated Representative and been deemed final, if applicable, in accordance with this
subsection.
(b) Approval of Final Off cial Statement. The City approves the preparation of a final
Official Statement for each Series of the Bonds to be sold to the public in the form of the
preliminary Official Statement that has been approved and deemed final in accordance with
subsection (a), with such modifications and amendments as the Designated Representative deems
necessary or desirable, and further authorizes the Designated Representative to execute and
deliver such final Official Statement to the Purchaser if required under Rule 15c2-12. The City
authorizes and approves the distribution by the Purchaser of the final Official Statement so
executed and delivered to purchasers and potential purchasers of a Series of the Bonds.
(c) Undertaking to Provide Continuing Disclosure. If necessary to meet the
requirements of paragraph (b)(5) of Rule 15c2-12, as applicable to the Purchaser acting as a
participating underwriter for a Series of the Bonds, the Designated Representative is authorized
to execute a written undertaking to provide continuing disclosure for the benefit of holders of a
Series of the Bonds in substantially the form attached as Exhibit B.
Section 16. Supplemental and Amendatory Ordinances. The City may supplement or
amend this ordinance for any one or more of the following purposes without the consent of any
Owners of the Bonds:
(a) To add covenants and agreements that do not materially adversely affect the
interests of Owners, 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 Beneficial Owners of the Bonds.
Section 17. 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 each Series of the Bonds to the Purchaser thereof and for the proper
application, use and investment of the proceeds of the Bonds. 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.18. Severabil 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 19. 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 ail open public meeting thereof, this 16t" day of July, 2019.
4A;l 04, &-iw
Mayor
AI' II:..
C lerk
APPROVED AS TO FORM:.
al G �
Bond Counsel
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�;4:1,,,
Exhibit A
EXHIBIT A
DESCRIPTION OF THE BONDS
(a) Principal Amount. The Bonds may be issued in one or more Series and
shall not exceed the aggregate principal amount of
$4,000,000.
(b) Date or Dates. Each Bond shall be dated its Issue Date, which date may
not be later than one year after the effective date of this
ordinance.
(c) Denominations, Name, etc. The Bonds shall be issued in Authorized Denominations
and shall be numbered separately in the manner and
shall bear any name and additional designation as
deemed necessary or appropriate by the Designated
Representative.
(d) Interest Rate(s). Each Bond shall bear interest at a fixed rate 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. One or more rates of interest
may be fixed for the Bonds. No rate of interest for any
Bond may exceed 6.00%, and the true interest cost to the
City for each Series of the Bonds may not exceed
5.00%.
(e) Payment Dates. Interest shall be payable semiannually on dates
acceptable to the Designated Representative,
commencing no later than one year following the Issue
Date. Principal payments shall commence on a date
acceptable to the Designated Representative and shall be
payable at maturity or in mandatory redemption
installments annually thereafter, on dates acceptable to
the Designated Representative.
(f) Final Maturity. Each Series shall mature no later than the date that is
21 years after the Issue Date of that Series.
(g) Redemption Rights. The Designated Representative may approve in the
Bond Purchase Contract provisions for the optional and
mandatory redemption of Bonds, subject to the
following:
A-]
(1) Optional Redemption. Any Bond may be
designated as being (A) subject to redemption at
the option of the City prior to its maturity date on
the dates and at the prices set forth in the Bond
Purchase Contract; or (B) not subject to
redemption prior to its maturity date. If a Bond is
subject to optional redemption prior to its maturity,
it must be subject to such redemption on one or
more dates occurring not more than 101/2 years
after the Issue Date.
(2) Mandatory Redemption. Any Bond may be
designated as a Term Bond, subject to mandatory
redemption prior to its maturity on the dates and in
the amounts set forth in the Bond Purchase
Contract.
(h) Price. The purchase price for each Series of the Bonds may not
be less than 90% or more than 130% of the stated
principal amount of that Series.
(1) Other Terms and Conditions. (1) A Series of the Bonds 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.
(2) The Designated Representative may determine
whether it is in the City's best interest to provide
for bond insurance or other credit enhancement;
and may accept such additional terms, conditions
and covenants as he or she may determine are in
the best interests of the City, consistent with this
ordinance.
A-2
1;: 17,:
Exhibit B
[Form of]
UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE
City of Edmonds, Washington
Limited Tax General Obligation Bonds, 2019
The City of Edmonds, Washington (the "City"), makes the following written Undertaking
for the benefit of holders of the above -referenced bonds (the `Bonds"), for the sole purpose of
assisting the Purchaser in meeting the requirements of paragraph (b)(5) of Rule 15c2-12, as
applicable to a participating underwriter for the Bonds. Capitalized terms used but not defined
below shall have the meanings given in Ordinance No. of the City (the "Bond Ordinance").
(a) Undertaking to Provide Annual Financial Information and Notice of Listed
Events. The City undertakes to provide or cause to be provided, either directly or through a
designated agent, to the MSRB, in an electronic format as prescribed by the MSRB,
accompanied by identifying information as prescribed by the MSRB:
(i) Annual financial information and operating data of the type included in the final
official statement for the Bonds and described in paragraph (b)(i) ("annual
financial information");
(ii) Timely notice (not in excess of 10 business days after the occurrence of the event)
of the occurrence of any of the following events with respect to the Bonds:
(1) principal and interest payment delinquencies; (2) non-payment related
defaults, if material; (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, the issuance by the Internal Revenue
Service of proposed or final determinations of taxability, Notice of Proposed Issue
(IRS Form 5701 — TEB) or other material notices or determinations with respect
to the tax status of the Bonds, or other material events affecting the tax status of
the Bonds; (7) modifications to rights of holders of the Bonds, if material;
(8) bond calls (other than scheduled mandatory redemptions of Term Bonds), if
material, and tender offers; (9) defeasances; (10) release, substitution, or sale of
property securing repayment of the Bonds, if material; (11) rating changes;
(12) bankruptcy, insolvency, receivership or similar event of the City, as such
"Bankruptcy Events" are defined in Rule 15c2-12; (13) the consummation of a
merger, consolidation, or acquisition involving the City or the sale of all or
substantially all of the assets of the City other than in the ordinary course of
business, the entry into a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material; (14) appointment of a successor or additional
trustee or the change of name of a trustee, if material; (15) incurrence of a
financial obligation of the City or obligated person, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a
financial obligation of the City or obligated person, any of which affect security
holders, if material; and (16) default, event of acceleration, termination event,
B-1
modification of terms, or other similar events under the terms of the financial
obligation of the City or obligated person, any of which reflect financial
difficulties. The term "financial obligation" means a (1) debt obligation;
(ii) derivative instrument entered into in connection with, or pledged as security
or a source of payment for, an existing or planned debt obligation; or (iii)
guarantee of (1) or (ii). The term "financial obligation" shall not include
municipal securities as to which a final official statement has been provided to the
MSRB consistent with Rule 15c2-12.
(iii) Timely notice of a failure by the City to provide the required annual financial
information described in paragraph (b)(i) on or before the date specified in
paragraph (b)(ii).
(b) Type of Annual Financial Information Undertaken to be Provided. The annual
financial information that the City undertakes to provide in paragraph (a):
(i) Shall consist of (1) annual financial statements prepared (except as noted in the
financial statements) in accordance with applicable generally accepted accounting
principles applicable to local governmental units of the State such as the City, as
such principles may be changed from time to time; (2) general obligation debt that
has been authorized and the amount outstanding; (3) assessed valuation for that
fiscal year; (4) assessed valuation for the fiscal year regular ad valorem property
tax levy rate amount rate limitation and percentage of tax collected during the
fiscal year; and (5) amount of general fund revenues from other major tax
sources;
(ii) Shall be provided 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, 20[19]; and
(iii) May be provided in a single or multiple documents, and may be incorporated by
specific reference to documents available to the public on the Internet website of
the MSRB or filed with the SEC.
If not submitted as part of the annual financial information described in paragraph (b)(i)
above, the City will provide or cause to be provided to the MSRB audited financial statements,
when and if available.
(c) Amendment of Undertakin . This 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 or the MSRB,
under the circumstances and in the manner permitted by Rule 15c2-12. The City will give notice
to the MSRB 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
B-2
>I;; 17-6
financial information will include a narrative explanation of the effect of that change on the type
of information to be provided.
(d) Beneficiaries. This Undertaking shall inure to the benefit of the City and the
holder of each Bond, and shall not inure to the benefit of or create any rights in any other person.
(e) Termination of Undertakii . 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 the provisions of Rule 15c2-12 that 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 Bond Counsel delivered to the City, and the City provides timely
notice of such termination to the MSRB.
(f) Remedy for Failure to Comply with Undertaking. As soon as practicable after the
City learns of any failure to comply with this 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 this Undertaking shall constitute a default in respect of the Bonds. The
sole remedy of any holder of a Bond shall be to take action to compel the City or other obligated
person to comply with this Undertaking, including seeking an order of specific performance from
an appropriate court.
(g) Designation of Official Responsible to Administer Undertaking. The Finance
Director or his or her designee is the person designated, in accordance with the Bond Ordinance,
to carry out the Undertaking in accordance with Rule 15c2-12, including, without limitation, the
following actions:
(1) Preparing and filing the annual financial information undertaken to be provided;
(ii) Determining whether any event specified in paragraph (a) has occurred, assessing
its materiality, where necessary, with respect to the Bonds, and preparing and
disseminating any required notice of its occurrence;
(ill) Determining whether any person other than the City is an "obligated person"
within the meaning of Rule 15c2-12 with respect to the Bonds, and obtaining
from such person an undertaking to provide any annual financial information and
notice of listed events for that person required under Rule 15c2-12;
(iv) Selecting, engaging and compensating designated agents and consultants,
including financial advisors and legal counsel, to assist and advise the City in
carrying out this Undertaking; and
(v) Effecting any necessary amendment of this Undertaking.
B - 3
51 ;517256
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.$/Slthe "Ordinance") is a full, true and
correct copy of an ordinance duly passed at a re a ar meeting of the City Council of the City
held at the regular meeting place thereof on t4 2019, as that ordinance
appears on the minute book of the City.
2. The Ordinance will be in full force and effect five days iftci- publication in the
City's official newspaper, which publication date is expected to be T 2019.
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: TM I , 2019.
CITY EDM , WASHINGTON
Sc ssey, City derk
1;4;,7,7
Everett Daily Herald
Affidavit of Publication
State of Washington }
County of Snohomish } ss
Dicy Sheppard 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 EDH866035 ORD. 4155, 4156 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 07/19/2019 and
ending on 07/19/2019 and that said newspaper
was regularly distributed to its subscribers
during all of said period.
The am sit of the fee for such publication is
$54.30.
Subscribed and sworn efore me on this
day of
City of Edmonds - LEGALADS 114101416
SCOTT PASSEY
Linda Phillips
Notary Public
State of Washington
My Appointment Expires 0812912021
Classified Proof
ORDINANCE SUMMARY
of tM1a GIIy of Edmonds. Wasr -&,
On the "" " of Jo 2019, the City Connell of she CR of
Edmonds, Paused IN fa owing Ordlnanus. Ina summahes of a
ordinances r'onalaunq of tittea are Provided al; follows:
AN ORDINANCE--iNA E N 41 5_
Oi EDMONDS.
WASHIkGiON, RELAYING TO CONTRACTING
INDEST£DNESS; PROVIDING FOR THE ISSUANCE. SALE
AND DELIVERY OF NOT TO EXCEED $4,000,000
AGGREGATE PRINCIPAL AMOUNT OF LIMITED TAX
GE NERAI OBLIGATION BONDS TO PROVIDE FUNDS TO
FINANCE IMPROVEMENTS TO CIVIC PARK AND TO PAY
THE COSTS OF ISSUANCE AND SALE OF THE BONDS.
FIXING .OR SETTING PARAMETERS WITH RESPECT TO
CERTAIN TERMS AND COVENANTS OF THE BONDS;
APPOINTING THE CITYS DESIGNATED
REPRESENTATIVE TO APPROVE THE FINAL TERMS OF
THE SALE OF THE BONDS; AND PROVIDING FOR OTHER
RELATED MATTERS
ORDINANCE NO 4158
AN ORDINANCE O T�F—E CITY OF EDMONDS.
WASHINGTON, AMENDING ORDINANCE NO. 4148 AS A
RESULT OF UNANTICIPATED TRANSFERS AND
EXPENDITURES OF VARIOUS FUNDS, AND FtXINO A
TIME WHEN THE SAME SHALL BECOME EFFECTIVE,
The felt teat of Thus C;dtVnC®C Wlll he mailed WOft regUIML
DATED this 171h day of Juy.2019.
CITY CLERK, SCOTT PASSE Y
Putllshod: July 19, 2019 EOMBU035
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