Ord 93-171
ORDINANCE NO. 93-171
AN ORDINANCE of the City Council of Federal Way,
Washington, providing for the issuance of
limited tax general obligation bonds of the
Ci ty in the aggregate principal amount of
$2,390,000 to finance park improvements;
fixing the date, form, terms, maturities and
covenants of said bonds; and authorizing the
sale of such bonds.
WHEREAS,
the City of Federal Way, Washington
(the "City")
has determined that it is in the best interest of the City that
park improvements be made to the Campus Center property in the
City; and
WHEREAS, in finance the park improvements the City intends
to issue limited tax general obligation bonds in the amount of
$2,390,000; and
WHEREAS, the City has received an offer from Piper Jaffray
Inc. to purchase such bonds;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY,
WASHINGTON ORDAINS as follows:
Section l.
Defini tions.
As used in this ordinance, unless
a different meaning clearly appears from the context:
"Arbitrage
Rebate
and Accounting
Certificate"
means
the
document of that name, executed and delivered by the City on the
date of closing and delivery of the Bonds.
"Bond Fund" means the Limited Tax General Obligation Bond
Fund, 1993 established pursuant to Section 4 hereof.
COpy
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IIBond Register" means the records maintained on behalf of
the City containing the name and mailing address of each owner of
the
Bonds
or
the
nominee
of
such
owner,
and
such
other
information as the Bond Registrar shall determine.
"Bond Registrar" means the fiscal agency of the State of
Washington in either Seattle, Washington, or 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 interest on and principal of the Bonds.
"Bond Year" means each one-year period
(or shorter period
from the date of issue)
that ends at the close of business on
May 31.
"Bonds" means the $2,390,000 Limited Tax General Obligation
Bonds, 1993 of the City issued pursuant to this ordinance.
"Code" means the Internal Revenue Code of 1986, as amended,
and shall include all applicable regulations and rulings relating
thereto.
"Computation Date" means the Installment Computation Date or
the Final Computation Date.
"Council"
means
the
general
legislative
authority of
the
City as the same shall be duly and regularly constituted from
time to time.
"Final Computation Date" means the date that the last Bond
is discharged.
A Bond is discharged on the date that all amounts
due under the terms of the Bond are actually and unconditionally
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due if cash is available at the place of payment and no interest
accrues with respect to the Bonds after such date.
"Government Obligations" has the meaning given to such term
in RCW Chapter 39.53,
as the same may be amended from time to
time.
"Installment Computation Date" means
the last day of the
fifth Bond Year and of each succeeding fifth Bond Year.
"Nonpurpose Receipts" means,
in general,
any receipt wi th
respect to an investment allocated to the Bonds.
The following
types of receipts are specifically included:
1.
Actual
Receipts.
Any
amount
actually
or
constructively received with respect to an investment.
Actual
receipts may not be reduced by sales commissions, administrative
expenses or similar expenses.
2.
Disposition Receipts.
An
amount
determined by
treating an investment that ceases to be allocated to the Bonds
(other than by reason of a sale or retirement)
as if sold for
fair market value on the date that the investment ceases to be
allocated to the Bonds.
3.
Installment Date Receipts.
The fair market value
(or,
for
fixed
rate
investments,
present
value)
of
all
investments allocated to the Bonds at the close of business on
any Computation Date.
4.
Imputed Receipts.
Any receipts that are required
to be imputed and taken into account pursuant to Section l.l48-5T
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of
the
Temporary
Income
Tax
Regulations
or
any
successor
Temporary or Final Income Tax Regulations.
"Nonpurpose Payments" means,
in general,
any payment with
respect to an investment allocated to the Bonds.
The following
types of payments are specifically included:
1.
Direct Payments.
The amount of gross proceeds of
the
Bonds
directly used
to
purchase
the
investment.
Direct
payments
do
not
include
brokerage
commissions,
administrative
expenses or similar expenses.
2.
Constructive Payments.
The fair market value (as
of the date of allocation to the Bonds)
of any investment that
was not directly purchased with gross proceeds of the Bonds, but
which is allocated to the Bonds.
3.
Payments of Rebatable Arbitrage.
Any payment of
rebatable arbitrage if such payment is made no later than the due
date for such payment.
"Project" means the acquisition, construction, and equipping
of park improvements to the Campus Center property,
including
sportsfields, basketball and tennis courts, walking trails, bike
paths and other improvements.
Section
2. Authorization
of
Bonds.
For
the
purpose
of
providing funds necessary to finance the Project, the City shall
issue and sell the Bonds in the aggregate principal amount of
$2,390,000.
The Bonds shall be designated the "City of Federal
Way,
Washington,
Limited Tax General Obligation Bonds,
1993,"
shall be dated June l,
1993,
shall be in the denomination of
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$5,000 each or any integral multiple of $5,000, provided that no
Bond shall represent more than one maturity, shall be registered
as to both principal and interest, and shall bear interest from
June l, 1993, until the Bond bearing such interest has been paid
or its payment duly provided for, payable December 1, 1993, and
semiannually
on
the
first
days
of
each
June
and
December
thereafter.
The Bonds shall be numbered separately in the manner
and with any additional designation as the Bond Registrar deems
necessary for purposes of identification,
and shall mature on
December 1 of the years and in the amounts and bear interest at
the rates set forth below:
Maturity Dates Amounts Interest Rates
1994 $1l5,OOO 2.70%
1995 l20,000 3.45
1996 125,000 3.95
1997 l25,OOO 4.30
1998 l35,OOO 4.50
1999 140,000 4.70
2000 l45,OOO 4.90
2001 155,000 5.10
2002 160,000 5.10
2003 l70,000 5.20
2004 l80,000 5.30
2005 190,000 5.40
2006 200,000 5.50
2007 210,000 5.65
2008 220,000 5.70
Upon surrender thereof to the Bond Registrar, the Bonds are
interchangeable for other Bonds in any authorized denomination of
an ~qual aggregate principal amount and of the same interest rate
and maturity.
The Bonds may be transferred only if endorsed in
the
manner
provided
thereon
and
surrendered
to
the
Bond
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Registrar. Such exchange or transfer shall be without cost to the
owner or transferee.
The owner of any Bond redeemed in part will receive,
upon
surrender of such Bond, a new Bond in principal amount equal to
the unredeemed portion of the Bond so surrendered.
The
City
hereby
specifies
and
adopts
the
system
of
registration approved by the state Finance Committee of the State
of Washington and appoints the fiscal agency of the State of
Washington as the Bond Registrar.
The City shall cause the Bond
Register to be maintained by the Bond Registrar.
So long as any
Bonds
remain
outstanding,
the
Bond
Registrar
shall
make
all
necessary provisions to permit the exchange or registration or
transfer of Bonds at its principal office.
The Bonds shall be
transferable only upon the Bond Register by the registered owner
thereof in person or by his or her attorney duly authorized in
wri ting,
upon
surrender
thereof,
together
with
a
written
instrument of transfer satisfactory to the Bond Registrar duly
executed by the registered owner or his or her duly authorized
attorney.
Upon the transfer of any such Bond, the Bond Registrar
shall
issue
in the name
of
the
transferee,
in
an
authorized
denomination or denominations,
a new Bond or Bonds of the same
aggregate principal amount and maturity as the surrendered Bonds.
Both principal of and interest on the Bonds shall be payable
in lawful money of the United States of America.
Interest on the Bonds
shall be paid by checks or drafts
mailed
to
owners
of
Bonds
at
the
addresses
for
such
owners
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appearing on the Bond Register on the l5th day of the calendar
month preceding the
interest payment date.
Principal
of
the
Bonds shall be payable at maturity or on such dates as may be
fixed for prior redemption upon presentation and surrender of the
Bonds
by
the
owners
at
either
principal
office
of
the
Bond
Registrar in Seattle, Washington, or New York, New York, at the
option of such owners.
Section 3.
Redemption Prior to Maturity.
A.
Optional Redemption.
The City hereby reserves the
right
to
redeem
the
outstanding
Bonds
maturing
on
or
after
December l,
2004,
in whole at any time on or after December l,
2003, or in part
(maturities to be selected by the City and by
lot within each maturity in such manner as the Bond Registrar
shall determine) on December l, 2003, or on any interest payment
date thereafter,
at par plus accrued interest to the date of
redemption.
B.
Notice of Redemption.
Unless waived by any owner
of Bonds to be redeemed, official notice of any such redemption
shall be given by the Bond Registrar on behalf of the City by
mailing a copy of an official redemption notice by first class
mail, postage prepaid, at least 30 days and not more than 60 days
prior to the date fixed for redemption to the registered owner(s)
of the Bond or Bonds to be redeemed at the address shown on the
Bond Register or at such other address as is furnished in writing
by such registered owner to the Bond Registrar.
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All official notices of redemption shall be dated and shall
state:
( l)
(2)
the redemption date,
the redemption price,
(3)
if less than all outstanding Bonds are to be
redeemed,
the
identification
(and,
in
the
case
of
partial
redemption, the respective principal amounts) of the Bonds to be
redeemed,
(4)
that on the redemption date the redemption
price will become due and payable upon each such Bond or portion
thereof called for redemption, and that interest thereon shall
cease to accrue from and after said date, and
(5)
the
place
where
such
Bonds
are
to
be
surrendered for payment of the redemption price, which place of
payment shall be the principal office of the Bond Registrar.
On or prior to any redemption date, the City shall deposit
with the Bond Registrar an amount of money sufficient to pay the
redemption price of all or portions of Bonds which are to be
redeemed on that date.
The requirements of this section shall be
deemed to be complied with when notice is mailed as provided,
whether or not it is actually received by the owner of any Bond.
Effect of Call.
Official
notice
of
redemption
C.
having been given as aforesaid, the Bonds or portions of Bonds to
be redeemed shall, on the redemption date, become due and payable
at the redemption price therein specified,
and from and after
such date (unless the City shall default in the payment of the
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redemption price) such Bonds or portions of Bonds shall cease to
bear interest.
Upon surrender of such Bonds for redemption in
accordance with said notice, such Bonds shall be paid by the Bond
Registrar at the redemption price.
Installments of interest due
on or prior to the redemption date shall be payable as herein
provided for payment of interest.
All Bonds which have been
redeemed shall be canceled and destroyed by the Bond Registrar
and shall not be reissued.
D.
Additional Redemption Notice.
In addition to the
foregoing notice,
further notice
shall
be
gi ven by the Bond
Registrar on behalf of the city as set forth below, but no defect
in said further notice nor any failure to give all or any portion
of
such
further
notice
shall
in
any
manner
defeat
the
effectiveness of a call for redemption if notice thereof is given
as above described.
(l)
Each
further
notice
of
redemption
given
hereunder shall contain the information required above for an
official notice of redemption plus (i) the CUSIP numbers, if any,
of all Bonds being redeemed;
(ii) the date of issue of the Bonds
as originally issued;
(iii) the rate of interest borne by each
Bond being redeemed;
(iv) the maturity dáte of each Bond being
redeemed;
and
(v) any other descriptive information needed to
identify accurately the Bonds being redeemed.
(2)
Each further notice of redemption may be sent
at least 35 days before the redemption date by registered or
certified mail or overnight delivery service to all registered
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securities
depositories
then
in
the
business
of
holding
substantial amounts of obligations of types comprising the Bonds
and shall be sent to Moody's Investors Service at its office in
New York,
New
York
and
to
one
or more
national
information
services that disseminate notices of redemption of obligations
such as the Bonds.
(3)
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
(if any)
identifying, by issue and maturity, the Bonds being redeemed with
the proceeds of such check or other transfer.
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.
E.
Open Market
Purchases.
The
City
reserves
the
right
to
purchase
any
of
the
Bonds
in
the
open market
for
retirement.
. Section
4.
Bond
Fund.
There
is
hereby
created
in
the
office of the Finance Director of the City a special fund to be
known as the "Limited Tax General Obligation Bond Fund,
1993"
(the "Bond Fund") to be drawn upon for the purpose of paying the
principal of and interest on the Bonds.
The accrued interest on
the Bonds shall be deposited in the Bond Fund at the time of
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deli very of the Bonds and shall be applied to the payment of
interest
on the Bonds.
The
taxes hereafter
levied
for
the
purpose of paying principal of and interest on the Bonds and
other funds to be used to pay the Bonds shall be deposited in the
Bond Fund no later than the date such funds are required for the
payment of principal of and interest on the Bonds.
Money in the
Bond Fund not needed to pay the interest or principal next coming
due may temporarily be deposited in such institutions or invested
in such obligations as may be lawful for the investment of City
money.
Section 5.
Pledge of Taxation and Credit.
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 an ad valorem tax upon all the property within
the
City
subject
to
taxation
in
an
amount
which
will
be
sufficient,
together with all other revenues and money of the
City legally available for such purposes, to pay the principal of
and interest on the Bonds as the same shall become due.
All of
such taxes so collected and any other money to be used for such
purposes shall be paid into the Bond Fund.
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
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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.
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 pr~ncipal of and interest
on the Bonds as the same shall become due.
Section 6.
Tax-Exemption.
The City shall comply with the
provisions
of this
section unless,
in the written opinion of
nationally-recognized bond counsel to the City,
such compliance
is
not
required
in
order
to
maintain
the
exemption
of
the
interest on the Bonds from federal income taxation.
The City hereby covenants that it will not make any use of
the proceeds from the sale of the Bonds or any other funds of the
City which may be deemed to be proceeds of such Bonds pursuant to
Section 148 of the Code and the applicable regulations thereunder
which will cause the Bonds to be "arbitrage bonds" within the
meaning of said Section and said regulations.
The City will
comply with the applicable requirements of Section l48 of the
Code (or any successor provision thereof applicable to the Bonds)
and the applicable regulations thereunder throughout the term of
the Bonds.
The City further covenants that it will not take any action
or permit any action to be taken that would cause the Bonds to
constitute
"private
activity bonds"
under
Section
l4l
of
the
Code.
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Section 7.
Arbitrage Rebate.
A.
General Rule.
The City will pay to the United
States
of America
in accordance with the provisions
of
this
section at least 90% of the rebatable arbitrage with respect to
the Bonds as of each Installment Computation Date,
100% of the
rebatable arbitrage with respect to the Bonds as of the Final
Computation Date and any income attributable to such rebatable
arbitrage, unless the City otherwise meets the arbitrage rebate
requirements of the United states of America.
B.
Computation of Rebatable Arbitrage.
The rebatable
arbitrage with respect to the Bonds computed in accordance with
the Arbitrage Rebate and Accounting Certificate and, as of each
Computation Date, will be the excess of:
1.
The future value of all Nonpurpose Receipts
with respect to the Bonds; over
2.
The future value of all Nonpurpose Payments
with respect to the Bonds.
The future value will be computed as of each Computation Date.
C.
Payment Procedure.
1.
The payment of rebatable arbitrage due as of
each Installment Computation Date 'will be paid no later than the
date that is 60 days after the Installment Computation Date.
2.
The payment of rebatable arbitrage due as of
the Final Computation Date will be paid no later than the latest
of (a) the date that is 60 days after the Final Computation Date,
(b) the date that is 8 months after the date of issuance of the
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Bonds, or (c) the date 60 days after the earlier of (i) the date
that the City no longer expects to spend gross proceeds of the
Bonds within six months of the date of issuance of the Bonds or
(ii) 12 months after the date of issuance of the Bonds.
3.
Each payment of rebatable arbitrage will be
made
to
the
Internal
Revenue
Service
Center,
Philadelphia,
Pennsylvania 19225 and will be accompanied by IRS Form 8038-T.
D.
Other
Methodology.
Notwithstanding
this
Section 7,
payments
of
rebatable
arbitrage
will
be
made
in
accordance with instructions provided by bond counsel to the City
if necessary to maintain the federal income tax exemption for
interest payments made on the Bonds.
Section
8.
Defeasance.
In
the
event
that
money and/or
Government Obligations maturing or having guaranteed redemption
prices at the option of the holder at such time or times and
bearing interest to be earned thereon in amounts
(together with
such money,
if any) sufficient to redeem and retire part or all
of
the
Bonds
in
accordance
with
their
terms
are
hereafter
irrevocably set aside in a special account and pledged to effect
such redemption and retirement, then no further payments need be
made into the Bond Fund or any account therein for the payment of
the principal of and interest on the Bonds so provided for, and
such Bonds shall then cease to be entitled to any lien, benefit
or security of this ordinance,
except the right to receive the
funds so set aside. and pledged, and such Bonds shall no longer be
deemed to be outstanding hereunder.
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Section
9.
Construction
Fund
and
Disposition
of
Bond
Proceeds.
There is hereby created a special fund of the City to
be held by the Finance Director to be known as the "l993 Campus
Center Construction Fund," which fund is to be drawn upon for the
sole purpose of paying the costs of the Project and of paying the
costs of issuance of the Bonds.
The proceeds of sale of the
Bonds (exclusive of accrued interest thereon, if any, which shall
be paid into the Bond Fund) shall be credited to the Construction
Fund.
Money
in
the
Construction
Fund
shall
be
invested
as
provided
by
direction
of
the
Finance
Director
in
legal
investments for City funds.
Upon completion of the Project, any
remaining money in the Construction Fund shall be transferred to
the
Bond
Fund
or
used
for
other
park
purposes,
and
the
Construction Fund shall be closed
Section lO.
Lost, Stolen or Destroyed Bonds.
In case any
Bond or
Bonds
shall
be
lost,
stolen
or
destroyed,
the
Bond
Registrar may execute and deliver a new Bond or Bonds of like
date, number and tenor to the owner thereof upon the owner paying
the expenses and charges of the City and the Bond Registrar in
connection therewith and upon his or her filing with the Bond
Registrar evidence satisfactory to the Bond Registrar that such
Bond was actually lost,
stolen or destroyed and of his or her
ownership thereof,
and upon furnishing the City with indernni ty
satisfactory to the City.
Section
ll.
Form of
Bonds
and Registration
Certificate.
The Bonds shall be in substantially the following form:
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UNITED STATES OF AMERICA
NO.
$
STATE OF WASHINGTON
CITY OF FEDERAL WAY
LIMITED TAX GENERAL OBLIGATION BOND, 1993
Maturity Date:
CUSIP No.
Interest Rate:
Registered Owner:
Principal Amount:
THE CITY OF FEDERAL WAY, a municipal corporation organized
and existing under and by virtue of the laws of the State of
Washington (the "City") , hereby acknowledge itself to owe and for
value received promises to pay, but only from the sources and as
hereinafter provided, to the Registered Owner identified above,
or registered assigns, on the Maturity Date identified above, the
Principal Amount indicated above and to pay interest thereon from
the Bond Fund from June l, 1993, or the most recent date to which
interest has been paid or duly provided for, at the Interest Rate
set forth above, payable December l, 1993, and semiannually
thereafter on the first days of each June and December until such
principal sum is paid or payment has been duly provided for.
Both principal of and interest on this bond are payable in
lawful money of the United states of America. Interest shall be
paid by mailing a check or draft to the Registered Owner or
assigns at the address shown on the Bond Register as of the l5th
day of the month prior to the interest payment date. Principal
shall be paid to the Registered Owner or assigns upon
presentation and surrender of this bond at the principal office.
of the fiscal agency of the state of Washington in either
Seattle, Washington, or New York, New York (collectively the
"Bond Registrar").
Reference is hereby made to additional provisions of this
bond set forth on the reverse side hereof and such additional
provisions shall for all purposes have the same effect as if set
forth on this space. Capitalized terms used on the face and the
reverse side hereof have the meanings given such terms in the
Bond Ordinance (as hereinafter defined).
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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 or its duly
authorized agent.
It is hereby certified and declared that this bond and the
bonds of this issue are issued pursuant to and in strict
compliance with the Constitution and laws of the State of
Washington and ordinances of the City and that all acts,
conditions and things required to be done precedent to and in the
issuance of this bond have happened, been done and performed.
IN WITNESS WHEREOF, the City of Federal Way, Washington, has
caused this bond to be executed by the facsimile signature of its
Mayor and attested by the City Clerk, and a facsimile corporate
seal of the City to be imprinted hereon as of the 1st day of
June, 1993.
CITY OF FEDERAL WAY, WASHINGTON
By
Mayor
ATTEST:
City Clerk
CERTIFICATE OF AUTHENTICATION
Date of Authentication:
This bond is one of the bonds described in the wi thin
mentioned Bond Ordinance and is one of the Limited Tax General
Obligation Bonds, 1993 of the City of Federal Way, Washington,
dated June 1, 1993.
WASHINGTON STATE FISCAL
AGENCY, Bond Registrar
By
Authorized Signer
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ADDITIONAL BOND AND REDEMPTION PROVISIONS
This bond is one of an authorized issue of bonds of the City
of like date, tenor and effect, except as to number, amount, rate
of interest and date of maturity in the aggregate principal
amount of $2,390,000 and is issued pursuant to Ordinance No.
of the City passed May 4, 1993 (the "Bond Ordinance") to finance
park improvements.
This bond and the bonds of this issue are payable solely
from the special fund of the City known as the Limited Tax
General Obligation Bond Fund, 1993 (the "Bond Fund") created by
the Bond Ordinance. The City has irrevocably obligated and bound
itself to levy taxes, in an amount permitted to cities without a
vote, upon all of the taxable property within the City in amounts
sufficient, together with other money legally available therefor,
to pay and secure the payment of the principal and interest on
such bonds.
The City hereby covenants and agrees with the owner of this
bond that it will keep and perform all the covenants of this bond
and the Bond Ordinance to be kept and performed by the City, and
reference is hereby made to the Bond Ordinance for a complete
statement of such covenants.
The pledge of taxes and other revenues of the City under the
Bond Ordinance may be discharged at or prior to the maturity or
redemption of the bonds of this issue upon the making of
provision for the payment thereof on the terms and conditions set
forth in the Bond Ordinance.
The City has reserved the right to redeem the outstanding
bonds maturing on or after December 1, 2004, in whole at any time
on or after December l, 2003, or in part (maturities to be
selected by the District and by lot wi thin each maturity), on
December 1, 2003, or on any interest payment date thereafter, at
par plus accrued interest to the date of redemption.
Notice of any call for redemption shall be given not less
than 30 nor more than 60 days prior to the date fixed for
redemption by first class mail, postage prepaid, to the
registered owner of any bond to be redeemed at the address
appearing on the Bond Register. The requirements of the Bond
Ordinance shall be deemed to have been complied with when notice
is mailed as herein provided, regardless of whether or not it is
actually received by the owner of any bond.
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NHNOlU.DOC
93/05/04
Interest on any bonds so called for redemption shall cease
on such redemption date unless the same shall not be paid in full
upon presentation made pursuant to such call. The Bond Registrar
shall not be required to register, transfer or exchange any bond
called for redemption within l5 days next preceding the date
fixed for such redemption.
Portions of any bond, in installments of $5, 000 or any
integral multiple of $5,000, may also be redeemed in accordance
wi th the schedule set forth above. 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 therefor, for the
then unredeemed balance of the principal amount thereof, a new
bond or bonds, at the option of the registered owner, of like
maturity and interest rate in any of the denominations authorized
by the Bond Ordinance.
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 and Bond
'Registrar 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 the bond
and for any and all other purposes whatsoever.
The Bond Registrar is not required to issue, register,
transfer or exchange any of the bonds during a period beginning
at the opening of business on the l5th day of the month next
preceding any interest payment date and ending at the close of
business on the 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.
The following abbreviations, when used in the inscription on
the face of the within bond, shall be construed as though they
were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
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NMNO1U.DOC
'" 05/ 01
UNIF GIFT (TRANSFER)
MIN ACT -
(Cust)
under Uniform Gifts (Transfer) to Minors Act
Custodian
(Minor)
(State)
Additional
listed above.
abbreviations
may
also
be
used
although
not
(Form of Assignment)
ASSIGNMENT
FOR VALUE RECEIVED,
and transfers unto
the undersigned hereby sells,
assigns
PLEASE INSERT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER
OF TRANSFEREE
(Please print or typewrite name and address, including zip code
of Transferee)
the within bond and all rights
irrevocably constitute and appoint
of
transfer said bond on
registration thereof,
premises.
thereunder
and
does
hereby
, or its successor, as Agent to
the books kept by the Bond Registrar for
wi th full power of substitution in the
DATED:
SIGNATURE GUARANTEED:
NOTE: The signature of 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 12.
Execution.
The Bonds
shall be executed on
behalf of the City with the manual or facsimile signature of its
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NMNOlV.DOC
93/05/04
Mayor, shall be attested by the manual or facsimile signature of
the City Clerk and shall have the seal of the City impressed or a
facsimile thereof imprinted thereon.
Only
such Bonds
as
shall
bear
thereon
a
Certificate
of
Authentication
in
the
form
hereinbefore
reci ted,
manually
executed by the Bond Registrar or its designated agent, 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
hereunder
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,
deli very 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 actual 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 13.
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
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NMNOW.roc
931 05 lOt
that shall at all times 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. The Bond Registrar may become the owner of Bonds with
the same rights it would have if it were not the Bond Registrar,
and to the extent permitted by law, may act as depositary for and
permit any of its officers or directors to act as a member of, or
in any other capacity with respect to,
any committee formed to
protect the rights of registered owners of the Bonds.
Section 14.
Sale of Bonds.
The sale of the Bonds to Piper
Jaffray Inc.. in accordance with its offer dated May 4,
1993,
a
copy of which is
attached hereto
and incorporated herein,
is
hereby authorized and approved.
Section lS.
Approval
of
Preliminary Official
Statement.
The
City
hereby
approves
the
Preliminary
Official
Statement
presented herewith to the Council and authorizes the distribution
of
the
Preliminary
Official
Statement
by
the
underwriter
in
connection
with
the
offering
of
the
Bonds.
Pursuant
to
Securities and Exchange Commission Rule 15c2-12 ("Rule 1Sc2-l2") ,
the City hereby deems the Preliminary Official Statement as final
as of its date except for the omission of information dependent
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NMNClU.DOC
93/05/01
upon
the
pricing
of
the
issue
and
the
completion
of
the
underwriting agreement, such as offering prices, interest rates,
selling
compensation,
aggregate
principal
amount,
principal
amount per maturity, delivery date, and other terms of the Bonds
dependent on the foregoing matters. The City agrees to cooperate
with the underwriter to deliver or cause to be delivered, within
seven business days from the date of the purchase contract and in
sufficient
time
to
accompany
any
confirmation
that
requests
payment from any customer of the underwriter, copies of a final
official
statement
in
sufficient
quantity
to
comply
with
paragraph (b) (4)
of Rule l5c2-l2 and the rules of the Municipal
Securities Rulemaking Board.
Section 16.
Authorization of Temporary Bond.
Until the
definitive Bonds are prepared, the City may, if deemed necessary
by the Finance Director, utilize a temporary Bond, which shall be
typewritten and shall be delivered to the purchaser or purchasers
of the Bonds in lieu of definitive Bonds, but subject to the same
provisions,
limi tat ions and conditions as the defini ti ve Bonds.
The temporary Bond shall be dated June 1,
1993, shall be in the
denomination of $2,390,000, shall be substantially of the tenor
of such definitive Bonds, but with such omissions, insertions and
variations as may be appropriate to temporary bonds, and shall be
signed by the Mayor and City Clerk.
Upon surrender to the City of a temporary Bond,
the City,
wi thout charge to the holder,
shall execute and deliver to the
holder of such temporary Bond,
in exchange therefor, definitive
-23-
"""OlV.DOC
9310'10<
Bonds
of
the
same
maturities,
interest
rates,
redemption
provisions and aggregate principal amount as the temporary Bond,
if any,
surrendered. Until so exchanged,
a temporary Bond shall
be in all respects entitled to the same benefit and security as
definitive Bonds executed and issued pursuant to this ordinance.
Section
l7.
Severability.
If
any
one
or
more
of
the
covenants
or
agreements
provided
in
this
ordinance
to
be
performed on the part of the City shall be declared by any court
of
competent
jurisdiction
to
be
contrary
to
law,
then
such
covenant or covenants, agreement or agreements, shall be null and
void and shall be deemed separable from the remaining covenants
and agreements in this ordinance and shall in no way affect the
validity of the other provisions of this ordinance or of any
Bonds.
Section
18.
Effective
Date.
This
ordinance
shall
be
effective from and after its passage, approval and publication as
required by law.
-24-
"/05/ "
PASSED by the Council of the City of Federal Way, Washington
at a regular meeting held this 4th day of May, 1993.
C~&:Cy ~~
~ L~--{
CITY OF FEDERAL WAY, WASHINGTON
~~~~
Mayor
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NMNO1U.OOC
93/05/01
CERTIFICATE
I,
the
undersigned,
Clerk
of
the
City
of
Federal
Way,
Washington (herein called the "City"), DO HEREBY CERTIFY:
1.
That
the
attached
ordinance
numbered
93-171
(herein
called
the
"Ordinance")
is
a
true
and
correct
copy
of
an
ordinance of the City, as finally passed at a regular meeting of
the Council held on the 4th day of May, 1993, 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 Council was present throughout the meeting and a
legally sufficient number of members of the Council voted in the
proper manner for the passage of said Ordinance; that all other
requirements and proceedings incident to the proper passage of
said
Ordinance
have
been
duly
fulfilled,
carried
out
and
otherwise observed,
and that
I am authorized to execute this
certificate.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the official seal of the City of Federal Way, Washington this 4th
day of May, 1993.
[City Seal]
./-~
. \
J~