Ord 03-451
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ORDINANCE NO. 03-451
AN ORDINANCE of the City of Federal Way, Washington, providing
for the issuance of limited tax general obligation bonds of the City in
the principal sum not to exceed $15,000,000 to finance a community
center at Celebration Park; and providing the form and terms of the
bonds.
WHEREAS, the City Council oi:ile Cy f Fed\;'~d Way, Washington (the "City") has
determined that it is in the best interest of the City to construct a community center at
Celebration Park (the "Project"); and
WHEREAS, the City enacted a 1 % utility tax to provide a primary source of debt service
payment in addition to other general tax revenues for the construction and operation of the
community center; and
WHEREAS, it appears to the City Council that it is in the best interest of the City that its
limited tax general obligation bonds be sold in the aggregate principal amount not to exceed
$15,000,000 to finance the Project; and
WHEREAS, the bond sale shall be subject to City Council approval by resolution, as
provided herein;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY,
WASHINGTON, DOES ORDAIN AS FOLLOWS:
SECTION 1. Qefinitions. As used in thJS ordinance the following words shall have the
following meanings, unless a different meaning clearly appears from the context:
"Arbitrage and Tax Certification" means the certificate executed on the day of closing of
the Bonds by the Management Services Director, or her designee, setting forth the requirements
of the Code for maintaining the tax-exemption of interest on the Bonds.
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"Bond Register" means the registration records for the Bonds maintained by the Bond
Registrar.
"Bond Registrar" means the fiscal agency of the State of Washington, currently in New
York, New York, for the purposes of registering and authenticating the Bonds, maintaining the
Bond Register, effecting transfer of ownership of the Bonds and paying principal of and interest
on the Bonds.
I "Bonds" means the not to exceed $15,000,000 principal amount of the City of Federal
Way, Washington, Limited Tax General Obligation Bonds, 2003, issued pursuant to this
ordinance.
"CEDE & Co." means the nominee of The Depository Trust Company.
"City" means the City of Federal Way, Washington, a municipal corporation duly
organized and existing under and by virtue of the Constitution and laws of the State of
Washington.
"City Council" means the legislative authority of the City as the same shall be duly and
regularly constituted from time to time.
"Code" means the Internal Revenue Code of 1986, as amended, together with
corresponding and applicable final, temporary or proposed regulations and revenue rulings
issued or amended with respect thereto by the United States Treasury Department of the Internal
Revenue Service, to the extent applicable to the Bonds.
"Commission" means the Securities and Exchange Commission.
"Debt Service Fund" means the "L TOO Bond Debt Service Fund, 2003" authorized to be
created by Section 6.
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"DTC" means The Depository Trust Company of New York, as depository for the Bonds,
or any successor or substitute depository for the Bonds.
"Letter of Representations" means the Blanket Letter of Representations from the City to
DTC.
"MSRB" means the Municipal Securities Rulemaking Board or any successor to its
functions.
"NRMSIR" means a nationally-recognized municipal securities information repository.
"Registered Owner" means the person in whose name a Bond is registered on the Bond
Register. For so long as the City utilizes the book-entry system for the Bonds, DTC shall be
deemed to be the Registered Owner.
"Rule" means the Securities and Exchange Commission's Rule 15c2-l2 under the
Securities Exchange Act of 1934.
"Sale Resolution" means the resolution or resolutions to be adopted by the City Council
approving a bid for purchase of and setting the final terms of the Bonds, in accordance with
Section 13 hereof.
"SID" means a state information repository for the State of Washington (if one is
created).
SECTION 2. Findings. The City Council hereby finds that the public interest, welfare
and benefit of the City requires the design and construction of a Community Center at
Celebration Park. For the purpose of financing the Project, the City shall issue its limited tax
general obligation bonds (the "Bonds").
SECTION 3. Authorization of Bonds. The City shall issue and sell the Bonds in the
aggregate principal amount not to exceed $15,000,000 to finance the Project and pay costs of
ORD# 03-451, Page 3
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issuing the Bonds. The Bonds shall be general obligations of the City; may be issued in one or
more series; shall be designated "City of Federal Way, Washington, Limited Tax General
Obligation Bonds, 2003" and with any appropriate series designation; shall be dated as of the
date or dates set forth in the Sale Resolution; shall be issued in fully registered form in the
denomination of $5,000 or any integral multiple thereof, provided that no Bond shall represent
more than one maturity; shall be numbered separately and in such manner and with any
additional designation as the Bond Registrar deems necessary for purposes of identification and
control; shall bear interest (calculated based on a 360-day year of 12 30-day months) at the rates
set forth in the Sale Resolution, until the Bonds have been paid or their payment duly provided
for, payable on the dates and shall mature in the years as established in the Sale Resolution.
SECTION 4. Registration, Exchange and Payments.
(a) Registrar/Bond Register. The City hereby adopts the system of
registration approved by the Washington State Finance Committee, which utilizes the fiscal
agency of the State of Washington, as registrar, authenticating agent, paying agent and transfer
agent (the "Bond Registrar"). The Bond Registrar shall keep, or cause to be kept, at its principal
corporate trust office, sufficient records for the registration and transfer of the Bonds (the "Bond
Register"), which shall be open to inspection by the City. The Bond Registrar is authorized, on
behalf of the City, to authenticate and deliver Bonds transferred or exchanged in accordance with
the provisions of such Bonds and this ordinance and to carry out all of the Bond Registrar's
powers and duties under this ordinance. The Bond Registrar shall be responsible for its
representations contained in the Certificate of Authentication on the Bonds.
(b) Registered Ownership. The City and the Bond Registrar may deem and
treat the Registered Owner of each Bond as the absolute owner for all purposes, and neither the
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City nor the Bond Registrar shall be affected by any notice to the contrary. Payment of any such
Bond shall be made only as described in Section 4(h) hereof, but such registration may be
transferred as herein provided. All such payments made as described in Section 4(h) shall be
valid and shall satisfy the liability of the City upon such Bond to the extent of the amount or
amounts so paid.
(c) DTC Acceptance/Letter of Representations. The Bonds shall initially be
held in fully immobilized form by DTC acting as depository. To induce DTC to accept the
Bonds as eligible for deposit at DTC, the City has executed and delivered to DTC a Blanket
Issuer Letter of Representations (the "Letter of Representations").
Neither the City nor the Bond Registrar will have any responsibility or obligation to DTC
participants or the persons for whom they act as nominees with respect to the Bonds for the
accuracy of any records maintained by DTC or any DTC participant, the payment by DTC or any
DTC participant of any amount in respect of the principal of or interest on Bonds, any notice that
is permitted or required to be given to Registered Owners under this ordinance (except such
notices as shall be required to be given by the City to the Bond Registrar or to DTC), the
selection by DTC or any DTC participant of any person to receive payment in the event of a
partial redemption of the Bonds, or any consent given or other action taken by DTC as the
Registered Owner. For so long as any Bonds are held in fully immobilized form hereunder, DTC
or its successor depository shall be deemed to be the Registered Owner for all purposes, and all
references in this ordinance to the Registered Owners shall mean DTC or its nominee and shall
not mean the owners of any beneficial interest in any Bonds.
(d) Use of Depository.
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(i) The Bonds shall be registered initially in the name of CEDE &
Co., as nominee of DTC, with a single Bond for each maturity in a denomination equal to the
total principal amount of such maturity. Registered ownership of such immobilized Bonds, or
any portions thereof, may not thereafter be transferred except (A) to any successor of DTC or its
nominee, provided that any such successor shall be qualified under any applicable laws to
provide the service proposed to be provided by it; (B) to any substitute depository appointed by
the City pursuant to subsection (ii) below or such substitute depository's successor; or (C) to any
person as provided in subsection (iv) below.
(ii) Upon the resignation of DTC or its successor (or any substitute
depository or its successor) from its functions as depository or a determination by the City to
discontinue the system of book entry transfers through DTC or its successor (or any substitute
depository or its successor), the City may appoint a substitute depository. Any such substitute
depository shall be qualified under any applicable laws to provide the services proposed to be
provided by it.
(iii) In the case of any transfer pursuant to clause (A) or (B) of
subsection (i) above, the Bond Registrar shall, upon receipt of all outstanding Bonds, together
with a written request on behalf of the City, issue a single new Bond for each maturity then
outstanding, registered in the name of such successor or substitute depository, or its nominee, all
as specified in such written request of the City.
(iv) In the event that (A) DTC or its successor (or substitute depository
or its successor) resigns from its functions as depository, and no substitute depository can be
obtained, or (B) the City determines that it is in the best interest of the beneficial owners of the
Bonds that the Bonds be provided in certificated form, the ownership of such Bonds may then be
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transferred to any person or entity as herein provided, and shall no longer be held in fully
immobilized form. The City shall deliver a written request to the Bond Registrar, together with a
supply of definitive Bonds in certificated form, to issue Bonds in any authorized denomination.
Upon receipt by the Bond Registrar of all then outstanding Bonds, together with a written request
on behalf of the City to the Bond Registrar, new Bonds shall be issued in the appropriate
denominations and registered in the names of such persons as are provided in such written
request.
(e) Transfer or Exchange of Registered Ownership; Change in
Denominations. The registered ownership of any Bond may be transferred or exchanged, but no
transfer of any Bond shall be valid unless it is surrendered to the Bond Registrar with the
assignment form appearing on such Bond duly executed by the Registered Owner or such
Registered Owner's duly authorized agent in a manner satisfactory to the Bond Registrar. Upon
such surrender, the Bond Registrar shall cancel the surrendered Bond and shall authenticate and
deliver, without charge to the Registered Owner or transferee, a new Bond (or Bonds at the
option of the new Registered Owner) of the same date, maturity and interest rate and for the
same aggregate principal amount in any authorized denomination, naming as Registered Owner
the person or persons listed as the assignee on the assignment form appearing on the surrendered
Bond, in exchange for such surrendered and canceled Bond. Any Bond may be surrendered to
the Bond Registrar and exchanged, without charge, for an equal aggregate principal amount of
Bonds of the same date, maturity and interest rate, in any authorized denomination. The Bond
Registrar shall not be obligated to transfer or exchange any Bond during a period beginning at
the opening of business on the 15th day of the month next preceding any interest payment date
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and ending at the close of business on such interest payment date, or, in the case of any proposed
redemption of the Bonds, after the mailing of notice of the call of such Bonds for redemption.
(f) Bond Registrar's Ownership of Bonds. The Bond Registrar may become
the Registered Owner of any Bond 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 member of, or in any other capacity with respect to, any committee
formed to protect the rights of the Registered Owners of the Bonds.
(g) Registration Covenant. The City covenants that, until all Bonds have been
surrendered and canceled, it will maintain or caused to be maintained a system for recording the
ownership of each Bond that complies with the provisions of Section 149 of the Code.
(h) Place and Medium of Payment. Both principal of and interest on the
Bonds shall be payable in lawful money of the United States of America. F or so long as all
Bonds are in fully immobilized form, payments of principal and interest shall be made as
provided in accordance with the operational arrangements of DTC referred to in the Letter of
Representations. In the event that the Bonds are no longer in fully immobilized form, interest on
the Bonds shall be paid by check or draft mailed to the Registered Owners at the addresses for
such Registered Owners appearing on the Bond Register on the 15th day of the month preceding
the interest payment date, and principal of the Bonds shall be payable upon presentation and
surrender of such Bonds by the Registered Owners at the principal office of the Bond Registrar;
provided, however, that ifso requested in writing by the Registered Owner of at least $1,000,000
principal amount of Bonds, interest will be paid by wire transfer on the date due to an account
with a bank located within the United States.
SECTION 5. Redemption and Purchase.
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(a) Optional Redemption. The City reserves the right to redeem the Bonds
prior to their maturity as set forth in the Sale Resolution. If less than a whole of a maturity is
called for redemption, the Bonds to be redeemed shall be chosen randomly in integral multiples
of $5,000 by the Bond Registrar or, so long as the Bonds are registered in the name of
CEDE & Co. or its registered assign, by DTC.
(b) Mandatory Redemption. In the Sale Resolution, the City Council may
designate certain Bonds to be term bonds subject to mandatory redemption.
(c) Partial Redemption. If less than all of the principal amount of any Bond is
redeemed, upon surrender of such Bond at the principal office of the Bond Registrar, there shall
be issued to the registered owner, without charge, for the then unredeemed balance of the
; principal amount, a new Bond or Bonds, at the option of the registered owner, of like maturity
and interest rate in any authorized denomination.
(d) Notice of Redemption. Written notice of any redemption of Bonds shall be
'given by the Bond Registrar on behalf of the City by first class mail, postage prepaid, not less
than 30 days nor more than 60 days before the redemption date to the registered owners of Bonds
that are to be redeemed at their last addresses shown on the Bond Register or other address
designated in writing by the registered owner. So long as the Bonds are in book-entry form,
notice of redemption shall be given as provided in the Letter of Representations.
The requirements of this section shall be deemed complied with when notice is mailed,
whether or not it is actually received by the owner.
Each notice of redemption shall contain the following information: (1) the redemption
date, (2) the redemption price, (3) if less than all outstanding Bonds are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts) of the Bonds to be
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redeemed, (4) that on the redemption date the redemption price will become due and payable
upon each Bond or portion called for redemption, and that interest shall cease to accrue from the
redemption date, (5) that the Bonds are to be surrendered for payment at the principal office of
the Bond Registrar, (6) the CUSIP numbers of all Bonds being redeemed, (7) the dated date of
the Bonds, (8) the rate of interest for each Bond being redeemed, (9) the date of the notice, and
(10) any other information needed to identify the Bonds being redeemed.
Upon the payment of the redemption price of Bonds being redeemed, each check or other
transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and
maturity, the Bonds being redeemed with the proceeds of such check or other transfer.
(e) Effect of Redemption. Unless the City has revoked a notice of redemption,
the City shall transfer to the Bond Registrar amounts that, in addition to other money, if any, held
by the Bond Registrar, will be sufficient to redeem, on the redemption date, all the Bonds to be
redeemed. From the redemption date interest on each Bond to be redeemed shall cease to accrue.
(f) Amendment of Notice Provisions. The foregoing notice provisions of this
section, including but not limited to the information to be included in redemption notices and the
persons designated to receive notices, may be amended by additions, deletions and changes in
order to maintain compliance with duly promulgated regulations and recommendations regarding
notices of redemption of municipal securities.
(g) Purchase on Open Market. The City reserves the right to purchase any of
the Bonds in the open market at any time and at any price.
SECTION 6. Creation of Debt Service Fund and Provision for Tax Levy Payments. A
special fund of the City known as the "L TGO Bond Debt Service Fund, 2003" (the "Debt
Service Fund"), is hereby authorized to be created. The Management Services Director may
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create subaccounts in the Debt Service Fund for each series of Bonds. The Debt Service Fund
shall be drawn upon for the sole purpose of paying the principal of and interest on the Bonds.
The City hereby irrevocably covenants and agrees for as long as any of the Bonds are
outstanding and unpaid that each year it will include in its budget and levy ad valorem taxes
upon all the property within the City subject to taxation in an amount that will be sufficient,
together with revenues from the 1 % utility tax, to pay the principal of and interest on the Bonds
as the same shall become due.
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 tax levy
permitted to cities without a vote of the people, and that a sufficient portion of each annual levy
to be levied and collected by the City prior to the full payment of the principal of and interest on
the Bonds will be and is hereby irrevocably set aside, pledged and appropriated for the payment
of the principal of and interest on the Bonds to the extent that other legally available funds are
":not deposited into the Debt Service Fund. The full faith, credit and resources of the City are
hereby irrevocably pledged for the annual levy and collection of the taxes and for the prompt
payment of the principal of and interest on the Bonds as the same shall become due.
SECTION 7. Bonds Deemed To Be No Longer Outstanding. In the event that the City,
in order to effect the payment, retirement or redemption of any Bond, sets aside in the Debt
Service Fund or in another special account, held in trust by a trustee, cash or noncallable
government obligations, as such obligations are now or hereafter defined in RCW 39.53, or any
combination of cash and/or noncallable government obligations, in amounts and maturities
which, together with the known earned income therefrom, are sufficient to redeem or pay and
retire such Bond in accordance with its terms and to pay when due the interest and redemption
ORD# 03-451, Page 11
premium, if any, thereon, and such cash and/or noncallable government obligations are
irrevocably set aside and pledged for such purpose, then no further payments need be made into
the Debt Service Fund for the payment of the principal of and interest on such Bond. The owner
of a Bond so provided for shall cease to be entitled to any lien, benefit or security of this
ordinance except the right to receive payment of principal, premium, if any, and interest from
such special fund, and such Bond shall be deemed to be not outstanding under this ordinance.
SECTION 8. Tax Covenant; Special Designation. The City covenants to undertake all
actions required to maintain the tax-exempt status of interest on the Bonds under Section 103 of
the Code as set forth in the Arbitrage and Tax Certification that will be executed at the closing of
the Bonds.
SECTION 9. Lost or Destroyed Bonds. If any Bonds are lost, stolen or destroyed, the
Bond Registrar may authenticate and deliver a new Bond or Bonds of like amount, maturity and
tenor to the Registered Owner upon the owner paying the expenses and charges of the Bond
Registrar and the City in connection with preparation and authentication of the replacement
Bond or Bonds and upon his or her filing with the Bond Registrar and the City evidence
satisfactory to both that such Bond or Bonds were actually lost, stolen or destroyed and of his or
her ownership, and upon furnishing the City and the Bond Registrar with indemnity satisfactory
to both.
SECTION 10. Form of the Bonds. The Bonds shall be in substantially the following
form:
[STATEMENT OF INSURANCE]
UNITED STATES OF AMERICA
NO. $
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STATE OF WASHINGTON
CITY OF FEDERAL WAY
LIMITED TAX GENERAL OBLIGATION BOND, 2003
INTEREST RATE: MATURITY DATE: CUSIP NO:
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Federal Way, Washington, a municipal corporation organized and existing
under the laws and Constitution of the State of Washington (the "City"), hereby acknowledges
itself to owe and for value received promises to pay to the Registered Owner identified above, or
registered assigns, on the Maturity Date identified above, the Principal Amount specified above,
unless redeemed prior thereto as provided herein, together with interest on such Principal
Amount from the date hereof or the most recent date to which interest has been paid or duly
provided for at the Interest Rate set forth above payable 1, 200_, and
semiannually thereafter on each June 1 and December 1 until payment of the principal sum has
been made or duly provided for. Both principal of and interest on this bond are payable in lawful
money of the United States of America. For so long as the bonds of this issue are held in fully
immobilized form, payments of principal and interest thereon shall be made as provided in
accordance with the operational arrangements of DTC referred to in the Blanket Issuer Letter of
Representations from the City to The Depository Trust Company. In the event that the bonds of
this issue are no longer held in fully immobilized form, interest on this bond shall be paid by
check or draft mailed to the'Registered Owner at the address appearing on the Bond Register on
the 15th day of the month preceding the interest payment date, and principal of this bond shall be
payable upon presentation and surrender of this bond by the Registered Owner at the principal
office of the fiscal agency of the State of Washington in New York, New York (the "Bond
Registrar"); provided, however, that if so requested in writing by the Registered Owner of at
least $1,000,000 principal amount of bonds, interest will be paid by wire transfer on the date due
to an account with a bank located within the United States.
This bond is one of an issue of limited tax general obligation refunding bonds of the City
of like date and tenor, except as to number, interest rate and date of maturity, in the aggregate
principal amount of $ , issued pursuant to Ordinance No. _ of the City, passed
on , 2003, and Resolution No. _, adopted on , 2003 (the "Bond
Ordinance"), to finance capital improvements.
The City has reserved the right to redeem the bonds of this issue maturing on and after
December 1, 20_, on or after December 1, 20_, in whole or in part (maturities to be selected
by the City and by lot within a maturity in such manner as DTC or the Bond Registrar shall
determine), at par plus accrued interest to the date of redemption.
Notice of any such intended redemption shall be given not less than 30 nor more than
60 days prior to the redemption date by first class mail, postage prepaid, to the Registered Owner
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of any bond to be redeemed at the address appearing on the Bond Register. The requirements of
the Bond Ordinance shall be deemed to be complied with when notice is mailed as herein
provided, regardless of whether or not it is actually received by the owner of any bond. Interest
on all such bonds so called for redemption shall cease to accrue on the date fixed for redemption
unless such bond or bonds so called for redemption are not redeemed upon presentation made
pursuant to such call.
Portions of the principal sum of this bond in installments of $5,000 or any integral
multiple thereof may also be redeemed in accordance with the schedule set forth above, and if
less than all of the principal sum hereof is to be redeemed, upon the surrender of this bond at the
principal office of the Bond Registrar there shall be issued to the Registered Owner, without
charge therefor, for the then unredeemed balance of the principal sum hereof, at the option of the
owner, a bond or bonds of like maturity and interest rate in any of the denominations authorized
by the Bond Ordinance.
[The City has not designated the bonds of this issue as "qualified tax-exempt obligations"
for purchase by financial institutions.]
The City has irrevocably covenanted with the owner of this bond that it will annually
include in its budget and levy taxes, within and as a part of the tax levy permitted to cities
without a vote of the electorate, upon all the property subject to taxation in amounts sufficient,
together with the revenues from the 1 % utility tax, 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 are hereby
irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of
such principal and interest.
. The pledge of tax levies for payment of principal of and interest on the bonds may be
discharged prior to maturity of the bonds by making provision for the payment thereof on the
terms and conditions set forth in the Bond Ordinance.
The bonds of this issue are issued in fully registered form in the denomination of $5,000
each or any integral multiple thereof, provided that no bond shall represent more than one
maturity. Upon surrender to the Bond Registrar, bonds are interchangeable for bonds in any
authorized denomination of an equal aggregate principal amount and of the same interest rate
and maturity. This bond is transferable only on the records maintained by the Bond Registrar for
that purpose upon the surrender of this bond by the registered owner hereof or his/her duly
authorized agent and only if endorsed in the manner provided hereon, and thereupon a new fully
registered bond of like principal amount, maturity and interest rate shall be issued to the
transferee in exchange therefor. Such exchange or transfer shall be without cost to the registered
owner or transferee. The City may deem the person in whose name this bond is registered to be
the absolute owner hereof for the purpose of receiving payment of the principal of and interest on
this bond and for any and all other purposes whatsoever.
Reference is made to the Bond Ordinance as more fully describing the covenants with
and the rights of Registered Owners of the bonds or registered assigns and the meanings of
capitalize~ terms appearing on this bond which are defined in such ordinance.
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This bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Bond Ordinance until the Certificate of Authentication hereon shall
have been manually signed by the Bond Registrar.
It is hereby certified and declared that this bond is issued pursuant to and in strict
compliance with the Constitution and laws of the State of Washington and ordinances of the
City, that all acts, conditions and things required to be done precedent to and in the issuance of
this bond and the bonds of this issue have happened, been done and performed, and that this
bond and the bonds of this issue do not exceed any constitutional or statutory limitations.
IN WITNESS WHEREOF, the City of Federal Way, Washington, has caused this bond to
be signed on behalf of the City with the manual or facsimile signature of the Mayor and to be
attested by the manual or facsimile signature of the Clerk of the City, as of this ,2003.
CITY OF FEDERAL WAY,
WASHINGTON
By Isl manual or facsimile
Mayor
ATTEST:
Isl manual or facsimile
Clerk of the City
;, .The Certificate of Authentication for the Bonds shall be in substantially the following
form and shall appear on each Bond:
CERTIFICATE OF AUTHENTICATION
Date of Authentication:
This bond is one of the City of Federal Way, Washington, Limited Tax General
Obligation Bonds, 2003, dated ,2003.
WASHINGTON STATE FISCAL
AGENCY, as Bond Registrar
By
Authorized Signer
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ASSIGNMENT
FOR V ALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _
PLEASE INSERT SOCIAL SECURITY OR TAXPAYER
IDENTIFICATION NUMBER OF TRANSFEREE
I I
(Please print or typewrite name and address, including zip code of Transferee)
the within bond and all rights thereunder and does hereby irrevocably constitute and appoint
of , or its successor,
as Agent to transfer said bond on the books kept by the Bond Register for registration thereof,
with full power of substitution in the premises.
DATED: ,
SIGNATURE GUARANTEED:
NOTICE: Signature(s) must be
guaranteed pursuant to law.
NOTE: The signature on this Assignment
must correspond with the name of the
Registered Owner as it appears upon the
face of the within bond in every particular,
without alteration or enlargement or any
change whatever.
SECTION 11. Execution of the Bonds. The Bonds shall be executed on behalf of the
City with the manual or facsimile signature of the Mayor and attest~d by the manual or facsimile
signature of the City Clerk. In case either or both of the officers who have signed or attested any
of the Bonds cease to be such officer before such Bonds have been actually issued and delivered,
such Bonds shall be valid nevertheless and may be issued by the City with the same effect as
though the persons who had signed or attested such Bonds had not ceased to be such officers,
and any Bond may be signed or attested on behalf of the City by officers who at the date of
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actual execution of such Bond are the proper officers, although at-the nominal date of execution
of such Bond such officer was not an officer of the City.
Only Bonds that bear a Certificate of Authentication in the form set forth in Section 10,
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 Bonds so authenticated have been duly executed, authenticated and delivered and are
entitled to the benefits of this ordinance.
In case either of the officers of the City who shall have executed the Bonds shall cease to
be such officer or officers of the City before the Bonds so signed shall have been authenticated
or delivered by the Bond Registrar,' or issued by the City, such Bonds 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 the City . Any Bond may also be signed and attested on behalf of the City by such persons as
at the.ac;tual date of execution of such Bond shall be the proper officers of the City although at
the original date of such Bond any such person shall not have been such officer.
SECTION 12. Application of Bond Proceeds. At the time of delivery of the Bonds, the
proceeds of the Bonds shall be deposited as follows:
(a) The accrued interest, if any, to the date of delivery shall be deposited to
the Debt Service Fund and used to pay interest on the Bonds on their first interest payment date.
(b) The amount necessary to finance the Project and pay costs of issuing the
Bonds shall be deposited into an account designated by the Management Services Director.
SECTION 13. Sale of the Bonds. To accomplish the plan of capital improvements
authorized by this ordinance, the City Council shall adopt the Sale Resolution, which will set the
ORD# 03-451, Page 17
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interest rates, maturity amounts and years of the Bonds and approve the purchase contract and
official statement for the Bonds. The Sale Resolution also may establish redemption provisions,
approve bond insurance and set any other terms for the Bonds. The Bonds may be sold by
negotiated or competitive sale.
SECTION 14. Undertaking to Provide Ongoing Disclosure.
(a) Contract/Undertaking. This section constitutes the City's written
undertaking for the benefit of the owners of the Bonds as required by Section (b)(5) of the Rule.
(b) Financial Statements/Operating Data. The City agrees to provide or
cause to be provided to each NRMSIR and to the SID, if any, in each case as designated by the
Commission in accordance with the Rule, the following annual financial information and
operating data for the prior fiscal year (commencing in 2004 for the fiscal year ended
December 31, 2003):
1. Annual financial statements showing ending fund balances prepared in
accordance with regulations prescribed by the Auditor of the State of Washington from time to
time.
2. The assessed valuation of taxable property in the City;
3. Property taxes due, property taxes collected and property taxes delinquent;
4. Property tax levy rate per $1,000 of assessed valuation; and
5. Outstanding general obligation debt of the City.
Such annual information and operating data described above shall be so provided on or
before the expiration of nine months after the end of the City's fiscal year (which now ends
December 31). The City may adjust such date if the City changes its fiscal year by providing
written notice of the change of fiscal year and the new reporting date to each then existing
ORD#03-451, Page 18
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NRMSIR and the SID, if any. In lieu of providing such annual financial information and
operating data, the City may cross-reference to other documents provided to the NRMSIRs, the
SID or to the Commission and, if such document is a final official statement within the meaning
of the Rule, available from the MSRB.
If not provided as part of the annual financial information discussed above, the City shall
provide the City's audited annual financial statement prepared in accordance with regulations
prescribed by the Washington State Auditor pursuant to RCW 43.09.200 (or any successor
statutes), when and if available, to each then existing NRMSIR and the SID, if any.
(c) Material Events. The City agrees to provide or cause to be provided, in a
timely manner, to the SID, if any, and to each NRMSIR or to the MSRB notice of the occurrence
of any of the following events with respect to the Bonds, ifmaterial:
. Principal and interest payment delinquencies;
. Non-payment related defaults;
. Unscheduled draws on debt service reserves reflecting financial
difficulties;
. Unscheduled draws on credit enhancements reflecting financial
difficulties;
. Substitution of credit or liquidity providers, or their failure to
perform;
. Adverse tax opinions or events affecting the tax-exempt status of
the Bonds;
. Modifications to the rights of Bond owners;
ORD# 03-451, Page 19
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. Bond calls (optional, contingent or unscheduled Bond calls other
than scheduled sinking fund redemptions for which notice is given
pursuant to Exchange Act Release 34-238560);
. Defeasances;
. Release, substitution or sale of property, securing repayment of the
Bonds; and
. Rating changes.
The City agrees to provide or cause to be provided, in a timely manner, to each NRMSIR
or to the MSRB and to the SID, if any, notice of its failure to provide the annual financial
information described in subsection (b) above on or prior to the date set forth in subsection (b)
above.
(d) T erminationlModification. The City's obligations to provide notices of
material events shall terminate upon the legal defeasance, prior redemption or payment in full of
all of the Bonds. Any provision of this section shall be null and void if the City (1) obtains an
opinion of nationally recognized bond counsel to the effect that the portion of the Rule that
requires that provision is invalid, has been repealed retroactively or otherwise does not apply to
the Bonds and (2) notifies each NRMSIR and the SID, if any, of such opinion and the
cancellation of this section. The City may amend this section with an approving opinion of
nationally recognized bond counsel in accordance with the Rule.
(e) Bond Owner's Remedies Under This Section. The right of any bondowner
or beneficial owner of Bonds to enforce the provisions of this section shall be limited to a right to
obtain specific enforcement of the City's obligations under this section, and any failure by the
City to comply with the provisions of this undertaking shall not be an event of default with
ORD# 03-451, Page 20
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.
.
respect to the Bonds. For purposes of this section, "beneficial owner" means any person who has
the power, directly or indirectly, to vote or consent wIth respect to, or to dispose of ownership of,
any Bonds, including persons holding Bonds through nominees or depositories.
SECTION 15. General Authorization; Ratification of Prior Acts. The Management
Services Director and City Manager and other appropriate officers of the City are authorized to
take any actions and to execute documents as in their judgment may be necessary or desirable in
order to carry out the terms of, and complete the transactions contemplated by, this ordinance.
All acts taken pursuant to the authority of this ordinance but prior to its effective date are hereby
ratified.
SECTION 16. Severability. If any provision in this ordinance is declared by any court of
competent jurisdiction to be contrary to law, then such provision shall be null and void and shall
be deemed separable from the remaining provisions'ofthis ordinance and shall in no way affect
the validity of the other provisions of this. ordinance or of the Bonds.
SECTION 17. Effective Date. This ordinance shall be effective five days after its
publication as provided by law.
PASSED by the City Council of the City of Federal Way at a regular meeting thereof,
held this ---1.1.b.dayof October ,2003.
CITY OF FEDERAL WAY,
WASHINGTON
~~~
. . Mayor
31
~ ~-
City Clerk
ORD# 03-451 . Page 21
,
APPROVED AS TO FORM:
Special Attorney to the City
Preston Gates & Ellis LLP
FILED WITH THE CITY CLERK:
PASSED BY THE CITY COUNCIL:
PUBLISHED:
EFFECTIVE DATE:
ORDINANCE NO.:
ORD# 03-451, Page 22
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.
.
CERTIFICATE
I, the undersigned, Clerk of the City of Federal Way, Washington (herein called the
"City") and keeper of the records of the City Council of the City (the "City Council"), DO
HEREBY CERTIFY:
1. That the attached ordinance is a true and correct copy of Ordinance No. _ of
the City (the "Ordinance"), as finally passed at a regular meeting of the City Council held on
, 2003, and duly recorded in my office.
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
quorum of the City Council was present throughout the meeting and a legally sufficient number
of members of the City Council voted in the proper manner for the passage of said Ordinance;
that all other requirements and proceedings incident to the proper adoption or passage of said
Ordinance have been duly fulfilled, carried out and otherwise observed, and that I am authorized
to execute this certificate.
DATED ,2003.
City Clerk