HomeMy WebLinkAbout6587 CITY OF AUBURN, WASHINGTON
ORDINANCE NO. 6587
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE [SSUANCE
OF A L[MITED TAX GENERAL OBLIGATION REFUNDING
BOND OF THE CITY IN THE PRINCIPAL AMOUNT OF NOT
TO EXCEED $4,000,000 FOR THE PURPOSE OF REFUNDING
CERTAIN OUTSTANDING LIMITED TAX GENERAL
OBLIGATION BONDS OF THE CITY; PROVIDING THE
FORM OF THE BOND; AND AUTHORIZING THE SALE OF
THE BOND.
Passed Februazy 16, 2016
PREPARED BY:
PACIFICA LAW GROUP LLP
Seattle, Washington
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CITY OF AUBURN
ORDINANCE NO. 6587
TABLE OF CONTENTS*
Paee
Section 1. Defirutions and Interpretation of Terms .................................................................3
Section 2. Aa[horization of the Bond .......................................................................................6
Section3. Bond Details.............................................................................................................6
Section 4. Registration, Exchange and Payments..................................................:...............,:.7
Section5. Form of Bond..:.........:.........:::::.........�::.........:�::......:.:�:........::�:..........�.,:::::..........:�:.5
Section 6. Execution of Bond ...:�.:........:�:::........:.:.:.......:::::.........::.........::..........::..:::...........::11
Section 7. Application of Bond Proceeds; Plan of Refunding................................................1 l
Section 8. Tax Covenants .......................................................................................................13
Section 9. Pledge of Funds and Credit; General Obligation...................................................15
Section 10. Right of Prepayment..............................................................................................16
Section 11. Issuance of the Bond..............................................................................................16
Section 12. Ongoing Disclosure; Covenants ..............................................,...................,.........17
Section 13. Lost, Stolen or Destroyed Bond:...........::.........:.::........:.:..........::...........:::�::::........18
Section 14. Severability; Ratification......................:::............:........::...........:..............:.:::........18
Section 15. Effective Date of Ordinance ..................................................................................19
* This Table of Contents is provided for convenience only and is not a part of this ordinance.
CITY OF AUBURN, WASHINGTON
ORDINANCE NO. 6587
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE ISSUANCE
OF A LIMITED TAX GENERAL OBLIGATION REFUNDING
BOND OF THE CITY IN THE PRINCIPAL AMOUNT OF NOT
TO EXCEED $4,000,000 FOR THE PURPOSE OF REFUNDING
CERTAIN OUTSTANDING LIMITED TAX GENERAL
OBLIGATION BONDS OF THE CITY; PROVIDING THE
FORM OF THE BOND; AND AUTHORIZING THE SALE OF
THE BOND.
WHEREAS, the City of Aubum, Washington (the "City") has outstanding its Limited
Tax General Obligation Refunding Bonds, 2005 (the "2005 Bonds"), issued on
September 1, 2005, pursuant to Ordinance No. 5931 passed by the City Council (the "CounciP')
on August 15, 2005 (the "2005 Bond Ordinance"), which remain outstanding as follows:
Maturity Dates
(December I) Principal Amounts Interest Rates
2017* $ 315,000 4.50%
2019* 365,000 4.50
*Term Bonds.
WHEREAS, the 2005 Bond Ordinance provides that the 2005 Bo�ds maturing on or after
December 1, 2017 (the "2005 Refunding Candidates") may be refunded prior to their stated
maturities a[ [he option of the City on any date on or after December 1, 2015 as a whole or in
part, at the price of par plus accrued interest, if any, to the date of redemption; and
WHEREAS, the City has outstanding its Limited Tax General Obligation Bonds,
Series 2006A (the "2006A Bonds"), issued on August 22, 2006, pursuant to Ordinance No. 6039
passed by the Council on August 7, 2006 (the "2006A Bond Ordinance"), which remain
outstanding as follows:
Maturity Dates
(December 1) Principal Amounts Interest Rates
2016 $ 265,000 5.00%
2017 280,000 4.50
2018 290,000 4.50
2019 305,000 4.50
2020 320,000 4.50
2021 330,000 4.50
2022 345,000 4.50
2023 360,000 4.50
2024 380,000 4.50
2025 395,000 4.50
WHEREAS, the 2006A Bond Ordinance provides that the 2006A Bonds maturing on or
after December 1, 2017 (the "2006A Refundin� Candidates," and together with the 2005
Refunding Candidates, the "Refunding Candidates") may be refunded prior to their stated
maturities at the option of the City on any date on or after December 1, 2016 as a whole or in
part, at the price of paz plus accrued interest, ifany, to [he date of redemption; and
WHEREAS, after due consideratio� it appeazs that all or a portion of the Refunding
Candidates (the "Refunded Bonds") may be defeased and refunded by the proceeds of limited [ax
general obligation bonds at a savings to the City and its taxpayers; and
WHEREAS, the Counci] deems it in the best interest of the City to issue a limited tax
general obligation refunding bond in the principal amount of not to exceed $4,000,000
(the "Bond") to redeem and defease the Refunded Bonds and to pay costs of issuing the Bond;
and
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WHEREAS, the Ciry intends to issue a request for proposals from various financial
institutions to purchase the Bond; and
WHEREAS, the Council now wishes to authorize the issuance of the Bond and the sale
of the Bond to the successful respondent subject to the terms and conditions set forth in this
ordinance;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, DOES ORDAIN as follows:
Section 1. Definitions and Interoretation of Terms.
(a) Def:nitions. As used in this ordinance, the following words shall have the
following meanings:
Acquired Obligations means the Govemment Obligations acquired by the City under [he
[erms of this ordinance and the Escrow Agreement to effect [he defeasance and refunding of the
Refunded Bonds.
Bank means the financial institution that is the successful respondent to a request for
proposalsto purchase the Bond, selected by the Designated Representative.
Bond means the Limited Tax General Obligation Refunding Bond, 2016 authorized to be
issued by the City pursuant to this ordinance.
Bond Counse! means Pacifica Law Group LLP, Seattle, Washington, or any other
attomey or firm of attorneys, which is admitted to practice law before the highest court of any
state in the United States of America or the District of Columbia and nationally recognized and
experienced in legal work relating to the issuance of tax-exempt bonds who is or aze selected liy
the City.
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Boqd Fund means the `Bond Redemption Fund" authorized to be created pursuant to
Section 9 of this ordinance.
Bond Register means the registration records for the Bond maintai�ed by the Bond
Regis[rar.
Bond Regislrar means the Finance Director of the City, whose duties include registering
and authenticating the Bond, maintaining the Bond Register, Vansferring ownership of the Bond,
and paying the principal of and interest on the Bond.
Ca!l Date or Ca!! Dates means the dates set forth in the Escrow Agreement for the
refunding of each series of the Refunded Bonds.
Ci_ty means the City of Auburn, Washington, a municipal corporation duly organized and
existing under the laws of the State of Washington.
City Council or Council means [he City Council of the City as the general legislative
authority of the City, as the same shall be duly and regularly cons[ituted from time to time.
Clerk means the duly appointed and acting City Clerk or the successor to the duties of
that office.
Code means the Intemal Revenue Code of 1986, as amended, and shall include all
applicable regulations and rulings relating thereto.
Commitment means the commitment o£the Bank to purchase the Bond.
Designated Representative means the Finance Director, or his or her designee.
Escrow Agenl means U.S. Bank National Association, Seattle, Washington.
Escrow Agreement means the Escrow Deposit Agreement between [he Ciry and the
Escrow Agent authorized [o be entered into pursuant to this ordinance.
Federa! Tax Certifrcale means the Federal Tax CeRificate signed by the Finance
Director pertaining to the tax-exemption of interest on the Bond.
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Finance Direc(or means the duly appointed and acting Finance Director of the City, the
successor to the duties of that office, or his or her designee.
Goverryment Obligations mean those obligations now or hereafter defined as such in
chapter 39.53 RC W.
Mayor means the duly appointed and acting Mayor of [he City or the successor to the
duties of[hat oFfice.
Rejunded Bonds mean those Refunding Candidates designated by the Finance Director
forrefunding pursuantto Section 7 and Section 11.
Refunding Account means the account by that name established pursuant to Section 7.
Rejunding Candidates mean any or all of the 2005 Refunding Candidates and the 2006A
Refunding Candidates as shown in the recitals to this ordinance.
Regis{ered Owner means the person in whose name the Bond is registered on the Bond
Register.
Rule means the Securities and Exchange Commissiods Rule 15c2-12 urider the
Securities Exchange Act of 1934, as the same may be amended from time to time.
2005 Bond Ordinance means Ordinance No. 5931 passed by the Council on
August I5, 2005, authorizing the issuance of the 2005 Bonds.
1005 Bonds mean the Limited Tax General Obligation Refunding Bonds, 2005 of the
City, issued pursuant to the 2005 Bond Ordinance as described in the recitals of this ordinance.
2006A Bond Ordinance means Ordinance No. 6039 passed by the Council on
August 7, 2006, authorizing the issuance of the 2006A Bonds.
2006A Bonds mean the Limited Tax General Obligation Bonds, 2006A of the City,
issued pursuant to the 2006A Bond Ordinance as described in the recitals of this ordinance.
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(b) lnterpretation. In this ordinance, unless the context otherwise requires:
(1) The terms "hereby,`' "hereof" "hereto," "herein," "hereunder" and any
similaz terms, as used in [his ordinance, refer to this ordinance as a whole and not to any
particular article, section, subdivision or clause hereof, and the term "hereafrer" shall mean after,
and the term "heretofore" shall mean before, the date of this ordinance;
(2) Words ofthe masculine gender shall mean and include correlative words
of the feminine and neutral genders and words importing the singular number shall mean and
include the plural number and vice versa;
(3) Words importing persons shall include firms, associations, partnerships
(including limited partnerships), trusts, corporations and other legal entities, including public
bodies, as well as natural persons;
(4) Any headings preceding the text of the several articles and sections of this
ordinance, and any table ofcontents or mazginal notes appended to copies hereof, shall be solely
for convenience of reference and shall not constitute a part of this ordinance, nor shall they affect
its meaning, construction or effect; and
(5) All references herein to "articles," "sections'' and other subdivisions or
clauses are [o the corresponding articles, sections, subdivisions or clauses hereof.
Section 2. Au[horization of the Bond. For the purpose of refunding the Refunded
Bonds and paying costs of issuance and the costs of the refunding, the City is hereby authorized
to issue and sell a limited tax general obligation refunding bond in the principal amount of not to
exceed $4,000,000 (the "Bond").
Section 3. Bond Details. The Bond shall be designated the `'City of Auburn,
Washington, Limited Tax General Obligation Refunding Bond, 2016," or other such designation
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as set forth in the Bond and approved by the Finance Director.
The Bond shall be dated as of its date of delivery, shall be fully registered as to both
principal and interest, shall be in one denomination, and shall mature on [he date set forth in the
Bond. The Bond shall beaz interest from its dated date or the most recent date to which interest
has been paid at the interest rate set forth in the Commitment. Interest on the principal amount
of the Bond shall be calculated per annuin on a 30/360 basis, or as othenvise provided in the
Bond and in the Commitrnent. Principal of and interest on the Bond shall be payable at the times
and in the amounts as set forth in the Commitcnent and in the payment schedule attached to the
Bond.
Section 4. Reeis[ration, Exchan�e and Pavments.
(a) Regis�rar/l3ond Regis(rar. The Finance Director of the City shall act as Bond
Registrar. The Bond Registraz is authorized, on behalf of the City, to authenticate and deliver
the Bond if Iransferred or exchanged in accordance with the provisions of the Bond and this
ordinance and to carry out all of the Bond Registraz's powers and duties under this ordinance.
(b) Regis[ered Ownership. The City and the Bond Registraz may deem and treat the
Registered Owner of the Bond as the absolute owner for all purposes, and neither the City nor
the Bond Registrar shall be affected by any notice to the contrary. Payment of the Bond shall be
made only as described in subsection (e) below. All such payments made as described in
subsection (e) below shall be valid and shall satisfy the liability of the City upon tlie Bond to the
extent of the amount so paid.
(c) No Transjer or Exchange of Registered Ownership. The Bond shall not be
transferrable without the consent of the City unless (i) the Bank's corporate name is changed and
the transfer is necessary to reflect such change; or (ii) the transferee is a successor in interest of
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the Bank by means of a corporate merger, an exchange of stock, or a sale of assets.
Notwithstanding the foregoing, the Bond may be transferred upon satisfaction of the
requirements, if any, set forth in the Commitment and in the Bond.
(d) Registration Covenant. The City covenants that, until the Bond has been
surrendered and canceled, it will maintain a system for recording the ownership ofthe Bond that
complies with the provisions of Section 149.of the Code.
(e) Place and Medium of Payment. Both principal of and interest on the Bond shall
be payable in lawfiil money of the United States of America. Principal and interest on the Bond
shall be payable 6y check, warrant, Automated Clearing House/electronic funds transfer or by
other means mutually acceptable [o [he Registered Owner and the City. Payment of principal of
and interest on the Bond will be made by the City directly to the Registered Owner and not
through a third party paying agent. Upon final payment of principal and interest of the Bond, the
Registered Owner shall surrender the Bond foi cancellation at the office of the Bond Registrar in
accordanoe with this Section 4 and Section 13.
(fl Additional Provisions. The Bond will not be registered with The Depository
Trust Company, New York, New York, or any other securities depository. No official s(atement,
prospectus, offering circulaz or other offering statement containing material information with
respect to the City or the Bond will be provided in connection with the issuance of the Bond, the
Bond will be unrated, and the Bond will not be assigned a CUSIP number.
Section 5. Form of Bond. The Bond shall be in substantially the following form:
UNITED STATES OF AMERICA
NO. R-1 �
STATE OF WASHINGTON
CITY OF AUBURN
LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, 2016
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INTEREST RATE: %
MATURITY DATE: DECEMBER 1, 2025
REGISTERED OWNER:
PRINCIPAL AMOUNT: MILLION AND NO/100 DOLLARS
The City of Aubum, Washington, a mtinicipal corporation organized and existing under
and by virtue of the laws of the State of Washington (the "City"), hereby acknowledges iuelf to
owe and for value received promises to pay to the Registered Owner identified above, on or
before the Maturity Date identified above, the Principal Amount identified above. This bond
shall bear interest at the fixed rate stated above (the "Interest Rate"). Interest on this bond sNall
accrue from its dated date until paid and shall be compu[ed per annum on the principal amount
outstanding on a 30/360 basis. Principal of and accrued interest on this bond shall be payable on
the dates set forth in the payment schedule attached hereto.
Both principal of and interest on this bond shall be payable in lawful money of the United
States of America. Principal and interest on this bond shall be payable by check or warrant or by
other means mutually acceptable to the Registered Owner and the City. Upon final payment of
principal and interest of this bond, the Registered Owner shall surrender this bond for
canceliation at the office of the Bond Registrar in accordance with Ordinance No. 6587 of the
City (the "Bond Ordinance").
This bond is issued pursuant to the Bond Ordinance, to refund certain outstanding limited
tax general obligation bonds of the City and to pay costs of issuance and costs associated with
the refunding. Capitalized terms used in this bond have the meanings given such terms in the
Bond Ordinance.
[The City may prepay this bond without prepayment penalty or fee.]
This bond has been designated by the City as a "qualified tax-exempt obligation" within
the meaning of Section 265(b) of the Code.
The City has in the Bond Ordinance authorized the creation of a fund to be used for the
payment of debt service on this bond, designated as the "Bond Redemption Fund" (the "Bond
Fund"). The Bond Fund shall be drawn upon for the sole purpose of paying the principal of and
interes[on this bond.
The City hereby irrevocably covenants and agrees with the owner of this bond that it will
include in its annual budget and levy taxes annually, within and as a part of the tax levy
permitted to the City without a vote of the electorate, upon all the property subject to taxation in
amounts sufficient, together with other money legally available therefor, to pay the principal of
and interest on this bond as the same shall become due. The full faith, credit and resources of the
City aze hereby irrevocably pledged for the annual levy and collection of such taxes and the
prompt payment of such principal and interest.
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This bond shall not be valid or become obligatory for any purpose or be entided to any
security or benefit under the Bond Ordinance until the Certificate of Authentication hereon shall
have been manually signed by or on behalf of the Bond Registrar or its duly designated agent.
This bond is issued pursuant to the Constitution and laws of the State of Washington, and
duly adopted ordinances of the City. This bond is transferable upon compliance with the
conditions set forth in the Bond Ordinance.
It is hereby certified tha[ all acts, conditions and things required by the Constitution and
statutes of the State of Washington to exist, [o have happened, been done and performed
precedent to and in the issuance of this bond exist, have happened, been done and performed and
that the issuance of this bond does not violate any constitutional, statutory or other limitation
upon the amount of bonded indebtedness that the Ciry may incur.
IN WITNESS WHEREOF, the City of Aubum, Washington, has caused this bond to be
executed by the manual or facsimile signature of the Mayor of the City Council and attested by
the manual or facsimile signature of the Clerk, as of this day of , 2016.
[SEAL] CITY OF AUBURN, WASHINGTON
By /s/
Mayor
ATTEST:
/s/
Ciry Clerk
REGISTRATION CERTIFICATE
This bond is registered in the name of the Registered Owner on the books of the City, in
the office of the Finance Director of the City (the "Bond Registraz"), as to both principal and
interest, as noted in the registration blank below. All payments of principal of and interest on
this bond shall be made by the Ciry from the Bond Fund.
Date of Name and Address of Signature of
Registration Registered Owner B d Regi az
. 2016 ��.
Fin e Director
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PAYMENTSCHEDULE
Principal and interest on this bond shall be payable as set forth in the following schedule:
Date Principal Interest Total Payment
Section 6. Execution of Bond. The Bond shall be executed on behalf of the City with
the manual or facsimile signature of the Mayor, and shall be attested by the manual or facsimile
signature ofthe Clerk.
Only such Bond as shall bear thereon a Certificate of Authentication in the form eazlier
recited, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or
entitled to the benefits of this ordinance. Such Certificate of Authentication shall be conclusive
evidence that the Bond so authenticated has been duly executed, authenticated and delivered
hereunder and is entitled to the benefits of this ordinance.
In case either of the officers who shall have executed the Bond shall cease to be an
officer or officers of the City before the Bond so signed shall have been authenticated or
delivered by the Bond Registrar, or issued by the City, such Bond may nevertheless be
authenticated, delivered and issued and upon such authentication, delivery and issuance, shall be
as binding upon the City as though those who signed the same had continued to be such officers
of [he City. The Bond may also be signed and attes[ed on behalf of the City by such persons
who at the date of the actual execution of the Bond, aze the proper officers of the City, although
at the original date of such Bond any such person shall not have been such officer of the City.
Section 7. Apnlication of Bond Proceeds; Plan of Refundin�. For the purpose of
debt service savings, the City proposes to defease and/or refund each series of the Refunded
Bonds as set forth herein. The Finance Director shall designate all or a portion of each series of
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the Refunding Candidates as Refunded Bonds and such designation shall be set forth in the
Escrow Agreement.
A portion of the proceeds of the Bond shall be deposited with the Escrow Agent pursuant
to the Esccow Agreemen[ to be used immediately upon receipt thereof to defease the Refunded
Bonds as authorized by the 2005 Bond Ordinance and [he 2006A Bond Ordinance, as applicable,
and to pay costs of issuance of the Bond. The net proceeds deposited with the Escrow Agent and
any interest eamings on any Acquired Obligations will provide for the payment of:
(1) interest on each series of Refunded Bonds as such becomes due on
and prior to the applicable Call Date; and
(2) the redemption price (100 percent of the principal amount) of each
series ofRefunded Bonds on the applicable Call Date.
Such Acquired Obligations shall be purchased at a yield �ot greater than the yield
permitted by the Code and regulations relating to acquired obliga[ions in connection with
refunding bond issues.
A beginning cash balance, if any, and [he Acquired Obliga[ions, if any, shall be deposited
irrevocably with the Escrow Agent in an amount sufficien[ to defease the Refunded Bonds. In
order to carry out the purposes of this Section 7, the Finance Director is authorized and directed
to execute and deliver to the Escrow Agent, an Escrow Agreement.
The City hereby calls the Refunded Bonds for redemption on their respectide Call Dates
in accordance with the provisions of the bond ordinance au[horizing the redemption and
retirement of the applicable 2005 Bonds and 2006A Bonds prior to their fixed maturities.
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Said defeasance and call for redemption of the Refunded Bonds shall be irrevocable after
the issuance of the Bond and delivery of the proceeds of such Bond and/or Acquired Obligations
to the Escrow Agent.
The Escrow Agent is hereby authorized and directed to provide for the giving of notices
of the defeasance and/or redemption of the Refunded Bonds in accordance with the applicable
provisions of the 2005 Bond Ordinance and the 2006A Bond Ordinance. The costs of
publication of such notices shall be an expense of the City.
The City will take such actions as aze found necessary to see that all necessary and proper
fees, coinpensation and expenses of the Escrow Agent for the Refunded Bonds shall be paid
when due.
Section 8. Tax Covenants. The City will take all actions necessary to assure the
exclusion of interest on the Bond from the gross income of the owners of the Bond to the same
extent as such interest is perrrtitted to be excluded from gross income under the Code as in effect
on the date of issuance of the Bond, including but not limited to the following:
(a) Prrvale Acdvrry Bond Limitalion. The City will assure that the proceeds of [he
Bond are not so used as to cause the Bond to satisfy the private business [ests of Section 141(b)
of the Code or the private loan financing test of Section 141(c) of the Code.
(b) Limita[rons on Disposition of Project. The City will not sell or otherwise transfer
or dispose of(i) any personal property components of the projects financed with proceeds ofthe
Refunded Bonds (the "Projects") other than in the ordinary course of an established govemment
program under Treasury Regulation 1.141-2(d)(4) or (ii) any real property components of the
Projects, unless it has received an opinion of Bond Counsel to the effect that such disposition
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will not adversely affect the treatment of interest on the Bond as excludable from gross income
for federal income tax purposes.
(c) Federal Guarun[ee Prohibition. The City will not take any action or permit or
suffer any action to be taken iF the result of such action would be to cause the Bond to be
"federally guaranteed" within the meaning of Section 149(b) of the Code.
(d) Rebate Requirement. The City will take any and all actions necessary to assure
compliance with Section 148(� of the Code, relating to the rebate of excess investment earnings,
if any, to the federal govemment, to the extent that such section is applicable to [he Bond.
(e) No Arbi(rage. The City will not [ake, or permit or suffer to be taken by the
Escrow Agent or otherwise, any action with respect to the proceeds of the Bond which, if such
action had been reasonably expected to have been taken, or had been deliberately and
intentionally taken, on lhe date of issuance of [he Bond would have caused the Bond to be an
"azbitrage bond"within the meaning of Sec[ion 148 of the Code.
(� Registrarion Covenant. The City will maintain a system for recording the
ownership of the Bond that complies with [he provisions of Section l49 of the Code until the
Bond kas been surrendered and canceled.
(g) Record Re[ention. The City will retain its records of all accounting and
monitoring it carries out with respect to the Bond for at least three yeazs after the Bond matures
or is redeemed (whichever is eazlier); however, if the Bond is redeemed and refunded, the City
will retain its records of accounting and monitoring at least three yeazs afrer the eazlier of the
maturity or redemption of the obligations that refunded the Bond.
(h) Compliance wi(h Federal Tax Certificate. The City will comply with the
provisions of the Federal Ta�c Certificate with respect to the Bond, which are incorporated herein
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as if fully set forth herein. The covenants of this Section will survive payment in full or
defeasance of the Bond.
(i) Bank Qualification. The City hereby designates the Bond for purposes of
pazagraph (3) oF Section 265(b) of the Code and represents that not more than $10,000,000
aggregate principal amount of obligations the interest on which is excludable (under Section
103(a) of [he Code) from gross income for federal income tax pwposes (excluding (i) private
activity bonds, as defined in Section 141 of the Code, except qualified 501(c)(3) bonds as
defined in Sec[ion 145 of the Code and (ii) current refunding obligations to the extent the amount
of the refunding obligation does not exceed the outstanding amount of the refunded obligation),
has been or will be issued by the City, including all subordinate entities of[he City, during the
calendaz year 2016.
Section 9. Pledpe of Funds and Credit; General Obli¢ation. The City hereby
authorizes the creation of a fund to be used for the payment of debt service on the Bond,
designated as the "Bond Redemption Fund" (the "Bond Fund"). No later than the date each
payment of principal of or interest on the Bond becomes due, the City shall transmit su�cient
funds, from the Bond Fund or from other legally available sources, to the Bond Registraz for tlie
payment of such principal or interest. Money in the Bond Fund may be invested in legal
investments for City funds.
The City hereby irrevocably covenants and agrees for as long as [he Bond is outstanding
and unpaid that each year it will include in its budget and levy an ad valorem tax upon all the
property within the City subject to ta�cation in an amount that will be sufficient, together with
other revenues and money of the City legally a4ailable for such purposes, to pay the principal of
and interest on the Bond when due.
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The City hereby irrevocably pledges that the annual tax provided for herein to be levied
for the payment of such principal and interest shall be within and as a part of the ta�c levy
permitted to cities without a vote of the people, and that a sufficient portion of each annual ]evy
to be levied and collected by the City prior to the full payment of the principal of and interest on
the Bond will be and is hereby irrevocably set aside, pledged and appropriated for the payment
of the principal of and interest on the Bond. The full faith, credit and resources of the City are
hereby irrevocably pledged for the annual levy and collection of said taxes and for the prompt
payment of the principal of and interest on the Bond when due.
Section 10. Rieht of Prepavment. The City may prepay the Bond in whole or in part
on any date as set forth in the CommiGnent and approved by the Designated Representative
pursuant to Section 1 L If the Bond is prepaid in full, interest shall cease to accrue on the date
such prepayment occurs.
Section 11. Issuance of the Bond. The Council has determined that it would be in the
best interest of the City to delegate to the Designated Representative for a limited time the
authority to request proposals from financial institutions and/or other qualified buyers to
pucchase the Bond and to approve the final terms of the Bond, as set forth in the Commitment of
the successful respondent. The Designa[ed Representa[ive shall solicit proposals to purchase the
Bond and shall select the Bank that submits the proposal that is in the best interest of the City.
Subject to the terms and conditions set forth in this Section I1, the Designated
Representative is hereby authorized (a) ro select the Bank, (b) to select the Refunded Bonds,
(c) to approve the principal amount, principal payment dates, dated date, denominations, interest
payment dates, redemption/prepayment provisions and interest rate or rates for the Bond, (d) to
accept the Commitment, and (e) to execute the sale of the Bond to the Bank; provided that (1)
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the principal amount of the Bond does not exceed $4,000,000, (2) the final maturity of the Bond
is no later than December 1, 2025, (3) the Bopd is sold for a price that results in a minimum net
present value debt service savings over the Refunded Bonds (in the aggregate) of 4.00%, and (4)
the true interest cost for the Bond does not exceed 3.00%.
Following the sale of the Bond, the Designated Representative shall prbvide a report to
Council describing the sale and final terms of the Bond approved pursuant to the authority
delegated in this section. The authority granted to the Designated Representative by this
Section 11 shall expire on June 1, 2016. If the Bond has not been sold by June 1, 2016, the
authbrization for the issuance of the Bond shall be rescinded, and the Bond shall not be issued
nor its sale approved unless such Bond shall have been re-authorized by ordinance of the
CounciL The ordinance re-authorizing the issuance and sale of such Bond may be in the form of
a new ordinance repealing this ordinance in whole or in part or may be in the form of an
amendatory ordinance approving a Commitment or establishing terms and conditions for the
authority delegated under this Section 11.
Upon the passage and approval of this ordinance, the proper officials of the City
including the Designated Representative, are authorized and directed to undertake all action
necessary for the promp[ execution and delivery of the Bond to the Bank and further to execute
all closing cer[ificates, agreements, loan agreement, and documents required to effect the closing
and delivery of the Bond in accordance with the terms of[he Commitment.
Section 12. Ongoing Disclosure; Covenants.
(a) Ongoing Disclosure. The Bond is exempt from ongoing disclosure requirements
of the Rule.
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(b) Covenants. The City may agree to provide the Bank certain financial or other
information and agree to such covenants as determined to be necessary by the Designated
Representative and as set forth in the Commitment and approved liy the Designated
Representative pursuant to Section 1 I.
Section 13. Lost, Stolen or Destroved Bond. In case the Bond shall be lost, stolen or
destroyed while in the Registered Owner's possession, the Bond Registrar may at the request of
the Registeied Owner execute and deliver a new Bond of like date, number and tenor to the
Registered Owner thereof upon the Registered O�+iner's paying the expenses and charges of the
City and the Bond Registrar in connection therewith and upon its filing with the City written
certification that such Bond was actually lost, stolen or desVOyed and of its ownership thereof.
In the case the Bond shall be lost, stolen, or destroyed while in the Regis[ered Owner's
possession, the Registered Owner may elect upon final payment of principal and interest of the
Bond to surrender a photocopy of the Bond for cancellation at the office of the Bond Registraz
together with written ceRification that such Bond was actually lost, stolen or destroyed and of its
ownership thereof.
Section 14. Severabilitv: Ratification. If any one or more of the covenants or
agreements provided in [his ordinance to be performed on the part of the City shall be declared
by any court of competent jurisdiction to be contrazy to law, then such covenant or covenants,
agreement or agreements, shall be null and void and shall be deemed sepazable from the
remaining covenants and agreements of this ordinance and shall in no way affect the validity of
the other provisions of [his ordinance or of the Bond. All acts taken pursuant to the authority
granted in this ordinance but prior to its effective date aze hereby ratified and confirmed.
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Section I5. Effective Date oF Ordinance. This ordinance will become effective five
days from and after its passage, approval and publication.
PASSED by the City Council of the City of Aubum, Washington, at a regulaz meeting of
the Ciry Council held on Februazy 16, 2016.
FIRST�ADtrrG: FEB 1 2016
SECOND READING: 16
PASSED: �€$T���
APPROVED: GGR t n �n�c
CITY OF AUBURN, WASHINGTON
Na ackus, Mayor
ATTEST:
,��,�,�
Danielle E. Daskam, City Clerk .
APPROVED AS TO FORM:
�` 1 )l�GY,�.t ��
Paci ica Law Group LL Bo Cr�ounsel
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_ CERTIFICATE
I, the undersigned, City Clerk of the City of Auburn, Washington, DO HEREBY
CERTIFY:
1. Tha[ the attached is a true and correct copy of Ordinance No. 6587
(the "Ordinance") of the City, duly passed at a regular meeting of the City Council
(the "Council") of the City held on Februazy 16, 2016.
2. That said meeting was duly convened and held in all respects in accordance with
law, and to the extent required by law, due and proper notice of such meeting was given; that a
legal quonun was present throughout the meeting and a legally sufficient number of inembers of
the Council voted in [he proper manner for the passage of said Ordinance; that all other
requirements and proceedings incident to the proper passage of said Ordinance have been fully
fulfilled;carried out and otherwise obserded; and tha[ I am authorized to execute this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of Februazy, 2016.
����
� c City Clerk
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