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Ord 93-181 ORDINANCE NO. 93-l81 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF FEDERAL WAY, WASHINGTON, PROVIDING FOR THE ISSUANCE AND SALE OF LIMITED TAX GENERAL OBLIGATION BOND ANTICIPATION NOTES OF THE CITY IN THE AGGREGATE PRINCIPAL AMOUNT OF $955,000, IN ORDER TO PROVIDE INTERIM FINANCING FOR THE ACQUISITION AND IMPROVEMENT OF PROPERTY; FIXING THE DATE, MATURITY, FORM, TERMS AND COVENANTS OF SAID NOTES; AND AUTHORIZING THE SALE OF SAID NOTES. WHEREAS, the City of Federal Way, Washington (the "City") has determined that approximately 12.02 acres of property and appurtenances on such property at 3200 S.W. Dash Point should be acquired and improved in the City; and WHEREAS, the City has received a grant from the State of Washington in the amount of $405,000, which the City intends to use solely to fund acquisition of the improvements on the property; and WHEREAS, the City has applied to receive King County open space bond proceeds in the amount of $1,397,739, which the City intends to use to acquire a portion of the property; and WHEREAS, the City has applied to receive conservation futures to cover the price of acquiring and improving the property that is not covered by the state grant or King County bond proceeds; and WHEREAS, pending the receipt of the grant monies, it is in the best interest of the City to issue general obligation bond anticipation notes to provide interim financing for the acquisition and improvement of the property; and COpy WHEREAS, if the City does not receive grant monies sufficient to retire all of such notes, the City will use other available funds or issue general obligation bonds to repay such notes; and WHEREAS, Chapter 39.50 RCW authorizes the issuance of short- term obligations by cities in anticipation of the issuance of bonds or other funds; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY, WASHINGTON, DO ORDAIN AS FOLLOWS: SECTION 1. Definitions. As used in this ordinance, the following words shall have the following meanings: "Acquisi tion Fund" means the Acquisition Fund authorized by Section 6. "Bonds" means the Limited Tax General Obligation Bonds authorized pursuant to Section 2 of this ordinance. "City" means Federal Way, a political subdivision duly organized and existing under the laws of the State of Washington. "Council" means the City Council of Federal Way as the same shall be duly and regularly constituted from time to time. "Notes" means the bond anticipation notes in the aggregate principal amount of $955,000 to be issued pursuant to this ordinance to provide interim financing for the Project. "Note Fund" means the special fund of the City designated as the Limited Tax General Obligation Note Fund, 1993, authorized to be created by Section 7 hereof. -2- NMNO1Z-00c 030'07101 "Note Register" means the books or records maintained by the Note Registrar for the purpose of registration of the Notes. IINote Registrar" means collectively 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 Notes, maintaining the Note Register, effecting transfer of ownership of the Notes, and paying the principal of and interest on the Notes. "Project" means the acquisition and improvement of approximately l2.02 acres of property and appurtenances on such property at 3200 S.W. Dash Point in the City. SECTION 2. Authorization of Bonds. If the City does not receive grant monies or have other funds available to repay the Notes, there shall be issued and sold limited tax general obligation bonds of the City to be designated "Federal Way, Washington Limited Tax General Obligation Bonds, 199 " (the "Bonds") . The Bonds shall be in such denomination(s) and form; shall be dated and bear interest at such rate or rates; shall be payable at such place or places; and shall have such option of payment prior to maturity as provided hereafter by ordinance of the Council. The proceeds of the Bonds shall be paid into the Note Fund and shall be applied to the extent necessary, together with other available funds, to pay and redeem the Notes. SECTION 3. Authorization of Notes. In order to provide interim financing for the Project and paying costs of issuing the -3- NMNO1Z.DOC 03107101 Notes and in anticipation of the receipt of grant monies and, if necessary, the issuance of the Bonds, the City shall issue its short term obligations in the form of bond anticipation notes in the aggregate principal amount of $955,000. The Notes shall be designated "Federal Way, Washington, Limited Tax General Obligation Bond Anticipation Notes, 1993," shall be dated as of the date of their delivery to the purchaser, shall be in fully registered form, shall be in denominations of $5,000 each, or any integral multiple thereof at the option of the registered owner, shall be numbered and shall mature on July l, 1994. The Notes shall bear interest on unpaid principal from their date at the rate to be set forth in the purchase contract to be accepted by the City Manager pursuant to Section l2, which rate shall not exceed 3.50% per annum. Interest shall be payable at maturity. Interest on the Notes shall be calculated on the basis of a 360- day year with twelve 30-day'months. The fiscal agencies of the State of Washington in the cities of Seattle, Washington and New York, New York, shall act as registrar for the Notes (collectively, the "Note Registrar"). Both principal of and interest on the Notes shall be payable in lawful money of the United states of America upon presentation and surrender of the Notes by the registered owners at the principal offices of the Note Registrar in the cities of Seattle, Washington or New York, New York. SECTION 4. Right of Prior Redemption. The Notes are subject to prepayment prior to their scheduled maturity in whole -4- NMNO1z.COC 03107101 or in part on December l, 1993 and on the first day of any month thereafter at a price of par plus accrued interest to the date of redemption. Notice of any intended redemption shall be sent by first class mail at least 30 days prior to the redemption date to the registered owners of the Note to be redeemed at the addresses shown on the Note Registrar. SECTION 5. Payment of the Notes. Both the principal of and interest on the Notes are payable solely from the proceeds of the sale of the Bonds or refunding bond anticipation notes to be issued by the Ci ty or from any funds of the City legally available therefor, including proceeds from any sales of property. The City hereby covenants with the registered owner of each Note that it will issue the Bonds, refunding bond anticipation notes or a combination of the foregoing in an amount sufficient, with any legally available funds, to pay when due the principal of and interest on the Notes and will thereupon redeem the Notes. The City hereby covenants to pay and redeem the Notes, as the same becomes due and payable, with other legally available funds of the City, including but not limited to the levying of sufficient taxes upon all taxable property within the City subject to taxation in amounts within and as a part of the levy permitted to cities without a vote of the electors. SECTION 6. Acquisition Fund. The city Manager or his designee is hereby authorized to create a special fund of the City to be known as the "Property Acquisition Fund, 1993" ("Acquisi tion Fund") . The proceeds of the Notes shall be -5- NMNO1Z.DOC 03107/0' deposited into the Acquisition Fund and shall be utilized to pay the costs of acquiring and improving the Project described in Section 2, and costs incidental thereto, and all costs incurred in connection with the issuance of the Notes. Note proceeds on hand in the Acquisition Fund not immediately needed to pay the costs of the Project and the costs of the issuance and sale of the Notes shall be deposited in or with such institutions or shall be invested by the City Manager or his designee in such obligations as may now or hereafter be permitted to cities of the State of Washington by law and which will mature prior to the date on which the money so invested is anticipated to be needed. All interest earned and income or profits derived by virtue of such investments shall remain in the Acquisition Fund and be used for the purposes for which the Notes are being issued, except that such money may be transferred to the Note Fund to pay the interest or principal of the Notes as the same comes due. Note proceeds, or income therefrom, not expended upon acquisition or improvement of the Project, shall be deposited into the Note Fund to pay the principal of and interest on the Notes. SECTION 7. Note Fund. The City Manager or his designee is hereby authorized and directed to create a special fund of the City to be known as the "Limited Tax General Obligation Note Fund, 1993" (the "Note Fund"), which Note Fund shall be drawn upon for the sole purpose of paying the principal of and interest on the Notes. Money on deposit in the Note Fund not immediately -6- NMNO1Z.00c 030'D7", needed to pay such interest or principal may be temporarily deposi ted in such institutions or invested in any obligations which are legal investments for City funds. Any interest or profit from the investment of such money shall be deposited into the Note Fund. The City hereby covenants that it will deposit money into the Note Fund as provided in Section 5 of this ordinance in amounts and at times sufficient to pay the interest or principal on the Notes as the same becomes due and payable. SECTION 8. Tax Covenants. The City covenants that it will not take or permit to be taken on its behalf any action that would adversely affect the exemption from federal income taxation of the interest on the Notes and will take or require to be taken such acts as may reasonably be within its ability and as may from time to time be required under applicable law to continue the exemption from federal income taxation of the interest on the Notes. wi thout limiting the generality of the foregoing, the City covenants that it will not take any action or fail to take any action with respect to the investment of the proceeds of any Notes or other funds that would result in constituting the Notes "arbitrage bonds" within the meaning of such term as used in Section l48 of the Internal Revenue Code of 1986, as amended (the "Code") . The City further covenants that it will not take any action or permit any action to be taken that would cause the Notes to constitute "private activity bonds" under Section l4l of the Code. -7- NMNO1Z.00c 03107101 SECTION 9. Form of Notes. The Notes shall be in substantially the following form: UNITED STATES OF AMERICA $ No. STATE OF WASHINGTON FEDERAL WAY, WASHINGTON LIMITED TAX GENERAL OBLIGATION BOND ANTICIPATION NOTE, 1993 MATURITY DATE: July 1, 1994 CUSIP NUMBER: REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS Federal Way, Washington, a political subdivision 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 the Principal Amount specified above and to pay interest thereon from the date hereof, or the most recent date to which interest has been paid or duly provided for until payment of this note, at the rate of % per annum. Both principal of and interest on this note are payable in lawful money of the United States of America. Interest shall be calculated on the basis of a year of 360 days and twelve 30-day months and shall be paid on the Maturity Date. The Principal Amount hereof shall be paid on the Maturity Date upon presentation and surrender of this note at the office of the fiscal agency of the State of Washington in either Seattle, Washington or New York, New York (the "Note Registrar") . This note is one of an authorized issue of notes of like date and tenor, except as to number and amount, in the aggregate principal amount of $955,000. The notes of this issue are issued under and in accordance with the provisions of the Constitution and applicable statutes of the State of Washington and Ordinance No. - (herein called the "Note Ordinance") of the City for the purpose of providing interim financing for the acquisition and improvement of property. -8- NMNO1Z-00c 03107101 Both principal of and interest on this note are payable from grants, land sale proceeds, and other legally available funds of the City, the proceeds of limited tax general obligation bonds or refunding bond anticipation notes to be issued by the City, within and as a part of the tax levy permitted to cities without a vote of the electors. This note is subj ect to redemption prior to its scheduled maturity in whole or in part on December l, 1993 and on the first day of each month thereafter upon at least 30 days notice to each owner of a note to be redeemed. The City hereby irrevocably covenants and agrees with the Registered Owner of this note that it will keep and perform all the covenants of this note and of the Note Ordinance to be by it kept and performed. Reference is hereby made to the Note Ordinance for a complete statement of such covenants and for the definition of capitalized terms used herein. Notes are interchangeable for notes of any authorized denomination of equal aggregate principal amount upon presentation and surrender to the Note Registrar. This note shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Note Ordinance until the Certificate of Authentication hereon shall have been manually signed by the Note Registrar. It is hereby certified that all acts, conditions and things required by the Constitution and statutes of the state of Washington to exist, to have happened, been done and performed precedent to and in the issuance of this note have happened, been done and performed and that the issuance of this note and the notes of this series does not violate any constitutional, statutory or other limitation upon the amount of indebtedness that the City may incur. IN WITNESS WHEREOF, Federal Way, Washington, has caused this note to be signed with the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk, and the seal of the City to be impressed or a facsimile thereof to be imprinted hereon, as of this day of July, 1993. [SEAL] -9- NMNO1ZDOC 03107101 FEDERAL WAY, WASHINGTON By Mayor ATTEST: City Clerk CERTIFICATE OF AUTHENTICATION This note is one of the notes described in the within- mentioned Note Ordinance and is one of the Limited Tax General Obligation Bond Anticipation Notes, 1993 of Federal Way, Washington, dated as of July --' 1993. WASHINGTON STATE FISCAL AGENCY Note Registrar By Authorized Officer The following abbreviations, when used in the inscription on the face of the within note, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM- TEN ENT - JT TEN- as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common (TRANSFERS) MIN ACT - custodian UNIF GIFT (Cust) (Minor) under Uniform Gifts (Transfers) to Minors Act (State) Additional abbreviations may also be used though not in list above. -lO- NMNO1Z.DOC 03107101 ASSIGNMENT FOR VALUE RECEIVED, assigns and transfers unto the undersigned hereby sells, PLEASE INSERT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER OF TRANSFEREE / / (Please print or typewrite name and address, including zip code, of Transferee) the within note and does hereby irrevocably constitute and appoint , attorney in fact to transfer said note on the books kept for registration thereof with full power of substitution in the premises. DATED: SIGNATURE GUARANTEED: NOTE: The signature on this Assignment must correspond wi th the name of the Registered Owner as it appears upon the face of the wi thin note in every particular, without alteration or enlargement or any change whatever. SECTION lO. Execution and Deli very of Notes. The Notes shall be executed on behalf of the City by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk. The official seal of the City shall be impressed or a facsimile thereof imprinted on each Note. In case any officer whose signature shall appear on any Note shall cease to be an officer before the delivery of such Note, such signature shall nevertheless be valid and sufficient for all purposes, and such Note may be authenticated and -11- NMNO1ZJ)OC 03107101 delivered the same as if such officer had remained in office until such delivery. Only such Notes as shall bear thereon a Certificate of Authentication in the form hereinbefore recited, manually executed by the Note 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 Notes so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this ordinance. SECTION 11. Note Registrar. The City hereby specifies and adopts the system of registration for the Notes approved by the Washington State Finance Committee. The Note Registrar shall keep, or cause to be kept, at its principal corporate trust office sufficient books for the registration and transfer of the Notes which shall at all times be open to inspection by the City. The Note Registrar is authorized, on behalf of the City, to authenticate and deliver the Notes transferred or exchanged in accordance with the provisions of such Notes and this ordinance and to carry out all of the Note Registrar's powers and duties under this ordinance. The Note Registrar shall be responsible for its representations contained in the Certificate of Authentication on the Notes. The Note Registrar may become the owner of Notes with the same rights it would have if it were not the Note Registrar, and to the extent permitted by law, may act as depositary for and -12- NMNO1Z.00c 93107101 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 Note owners. SECTION 12. Sale of the Notes. The City Manager is hereby authorized to execute and deliver a purchase contract with Piper Jaffray Inc. for the sale of the Notes. Such offer shall set forth the interest rate for the Notes and the purchase price for the Notes. SECTION 13. Agreements Severable. If anyone 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 severable 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 the Notes. SECTION l4. Effecti ve Date. This ordinance shall be in full force and effect thirty days from and after its passage as provided by law. PASSED AND APPROVED at a regular meeting, this 6th day of July, 1993. FEDERAL WAY, WASHINGTON ~M~(~ May~r Robert Stead -13- NMNO"'DOC 03IC71O1 C~ty Clerk APPROVED AS TO FORM: I\"---'~ (\p.a~ Nancy. Neraas Bond Counsel for City of Federal Way -l4- NM""l.00c .3107101 CLERK'S CERTIFICATE I, the undersigned, the duly chosen, qualified and acting Clerk of the City of Federal Way, Washington, and keeper of the records of the City (hereinafter called the "City"), DO HEREBY CERTIFY: 1. That the attached ordinance numbered 93-/J>/ (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 City held on the 6th day of July, 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 legal quorum was present throughout the meeting and a legally sufficient number of members of the city voted in the proper manner for the passage of the Ordinance; that all other requirements and proceedings incident to the proper passage of the 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 [SEAL]