Ord 95-256
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ORDINANCE NO. 95-256
AN ORDINANCE of the City of Federal Way, Washington, providing
for the issuance and sale of limited tax general obligation bonds of
the City in the principal sum of $5,000,000 for the purpose of
providing funds to finance transportation and street improvements;
providing the date, form, terms and maturities of the bonds;
providing for the disposition of the proceeds of sale of such bonds;
providing for the annual levy of taxes to pay the principal of and
interest on said bonds; and providing for the sale thereof.
WHEREAS, at the November 7, 1995 election the voters of the City of Federal Way,
Waslùngton (the "City"), authorized the City to levy a utility tax for the purpose of financing
transportation improvements in the City; and
WHEREAS, in order to provide the funds required for the transportation and street
improvements as provided in Ordinance No. 95-240, the City now desires to authorize the
issuance oflimited tax levy general obligation bonds in the principal amount of $5,000,000 and to
authorize the sale of such bonds;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY,
WASHINGTON, DO ORDAIN AS FOLLOWS:
SECTION 1. Definitions. As used in tlùs ordinance, the following words shall have the
following meanings, unless a different meaning clearly appears from the context:
"Bond Fund" means the "City of Federal Way Limited Tax General Obligation Bond
Redemption Fund, 1995" created by Section 6 oftlùs ordinance.
"Bond Register" means the books or records maintained by the Bond Registrar for the
registration and transfer of the Bonds containing the name and mailing address of the owner of
each Bond or nominee of such owner and such other information as the Bond Registrar shall
determine.
"Bond Registrar" means the fiscal agency of the State of Waslùngton, in either Seattle,
Waslùngton or New York, New York, for the purposes of registering and authenticating the
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Bonds, maintaining the Bond Register, effecting transfer of ownership of the Bonds and paying
principal of and interest on the Bonds.
"Bonds" means the $5,000,000 principal amount of the City of Federal Way, Washington,
Limited Tax General Obligation Bonds, 1995, issued pursuant to and for the purposes provided in
this ordinance,
"Q1y" 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.
"Commission" means the Securities and Exchange Commission.
"Council" means the legislative authority of the City as the same shall be duly and
regularly constituted from time to time.
"MSRB" means the Municipal Securities Rulemaking Board or any successors to its
functions.
"NRMSIR" means a nationally recognized municipal securities information repository.
"Rule" means the Commission's Rule 15c2-12 under the Securities and Exchange Act of
1934, as the same may be amended from time to time.
"SID" means a state information depository for the State of Washington (if one is
created).
"Transportation Construction Fund" means the "City of Federal Way Transportation
Construction Fund" created by Section 12 of this ordinance,
SECTION 2. Findings and Authorization of Improvements. The City Council hereby
finds that the public interest, welfare and benefit of the inhabitants of the City require that the City
construct a portion of the transportation and street improvements authorized by Ordinance
No. 95-240. The estimated cost of paying the cost of those improvements and all costs incidental
thereto and the issuance of the Bonds is hereby declared to be as nearly as practicable the sum of
$5,000,000, which shall be provided from the proceeds of sale of the Bonds.
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SECTION 3. Authorization of Bonds. The City hereby authorizes the issuance and sale
of the Bonds in the aggregate principal amount of $5,000,000 to provide money to finance the
transportation improvements described in Section 2 hereof, and all costs incidental thereto and to
the issuance of the Bonds. The Bonds shall be general obligations of the City; shall be designated
"City of Federal Way, Washington, Lioúted Tax General Obligation Bonds, 1995"; shall be dated
December I, 1995; shall be issued in fully registered form in the denooúnation 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 at the
rates set forth below from their date, until the Bonds have been paid or their payment duly
provided for, payable on June I, 1996, and seoúannually thereafter on the first day of each June
and December and shall mature on December 1 of each year as follows:
Maturity Year Principal Amount Interest Rates
1997 $470,000 3.90%
1998 490,000 4.00
1999 505,000 4.15
2000 530,000 4.25
2001 550,000 4.35
2002 575,000 4.45
2003 600,000 4.55
2004 625,000 4.65
2005 655,000 4.75
SECTION 4. Registration. Payment and Transfer. The City hereby specifies and adopts
the system of registration for the Bonds approved by the State Finance Committee, and the fiscal
agencies of the State of Washington in the cities of Seattle, Washington, and New York, New
York, shall act as authenticating trustee, transfer agent, paying agent and registrar for the Bonds
(collectively, 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
which 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
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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 any 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 ofBondowners.
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 check or draft of the Bond Registrar
mailed (on the date such interest is due) to the registered owners or nominees at the addresses
appearing on the Bond Register on the fifteenth day of the month preceding each interest payment
date. Principal of the Bonds shall be payable upon presentation and surrender of the Bonds to the
Bond Registrar by the registered owners or nominees at the principal offices of the Bond
Registrar in the cities of Seattle, Washington, or New York, New York.
The Bonds may be transferred only on the Bond Register maintained by the Bond
Registrar for that purpose upon the surrender thereof by the registered owner or nominee or
his/her duly authorized agent and only if endorsed in the manner provided thereon, and thereupon
a new fully registered Bond of like principal amount, maturity and interest rate shall be issued to
the transferee in exchange therefor. Upon surrender thereof to the Bond Registrar, the Bonds are
interchangeable for Bonds in any authorized denomination of an equal aggregate principal amount
and of the same interest rates and maturities. Such transfer or exchange shall be without cost to
the registered owner or transferee.
The City may deem the person in whose name each Bond is registered to be the absolute
owner thereof for the purpose of receiving payment of the principal of and interest on such Bonds
and for any and all other purposes whatsoever.
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SECTION 5. No Optional Redemption: Purchases.
The Bonds are not subject to
optional redemption.
The City reserves the right at any time to purchase any of the Bonds in the open market
for retirement.
SECTION 6. Creation of Bond Fund and Provision for Tax LeVY Payments. A special
fund of the City known as the "City of Federal Way Limited Tax General Obligation Bond
Redemption Fund, 1995" (the "Bond Fund"), is hereby authorized and directed to be created in
the office of the Finance Director of the City. The Bond Fund shall be drawn upon for the sole
purpose of paying the principal of and interest on the Bonds.
The City has adopted an ordinance levying a utility tax in the City. The City intends to use
the proceeds from the utility tax to repay the Bonds. The City hereby irrevocably covenants and
agrees for as long as any of the Bonds are outstanding and unpaid that, to the extent that utility
taxes and other revenues which may legally be used and which the City may apply for such
purposes are not sufficient, that each year it will include in its budget and levy an ad valorem tax,
within and as a part of the tax millage levy permitted to cities without a vote of the people, upon
all the property within the City subject to taxation in an amount which will be sufficient to pay the
principal of and interest on the Bonds as the same shall become due. All of such taxes and any of
such other money so collected shall be paid into the Bond Fund. None of the money in the Bond
Fund shall be used for any other purpose than the payment of the 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. Any interests or profit from the investment of such money shall be
deposited in the Bond Fund.
The City hereby irrevocably pledges 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. The full faith, credit and resources of the City are hereby
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irrevocably pledged for the annual levy and collection of said taxes and for the prompt payment of
the principal of and interest on the Bonds as the same shall become due.
SECTION 7. Defeasance. In the event that money and/or "Government Obligations," as
such Obligations are now or may hereafter be defined in Chapter 39.53 RCW, maturing at such
time or times and bearing interest to be earned thereon in amounts sufficient to redeem and retire
the Bonds or a portion of the Bonds in accordance with their terms, are set aside in a special
account to effect such redemption or retirement and such money and the principal of and interest
on such Obligations are irrevocably set aside and pledged for such purpose, then no further
payments need be made into the Bond Fund for the payment of the principal of and interest on the
Bonds so provided for and such Bonds shall 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
be deemed not to be outstanding hereunder.
SECTION 8. Arbitrage Covenant.
The City hereby covenants and agrees with the
owners of the Bonds for as long as any of the same remain outstanding that it will not make use of
the proceeds of sale of the Bonds or any other funds or obligations of the City which may be
deemed to be proceeds of the Bonds pursuant to Section 148 of the Internal Revenue Code of
1986, as amended, and the applicable regulations thereunder which, if such use had reasonably
been expected on the date of delivery of the Bonds to the ilÙtial purchaser thereof, would have
caused the Bonds to be "arbitrage bonds" within the meaning of said section and said regulations.
The City will comply with the requirements of Section 148 of the Internal Revenue Code of 1986,
as amended, (or any successor provision thereof applicable to the Bonds) and the applicable
regulations thereunder throughout the term of the Bonds.
SECTION 9. Lost or Destroved Bonds. In case the Bonds or any of them shall be lost,
stolen or destroyed, the Bond Registrar may execute and deliver a new Bond or Bonds of like
amount, date, and tenor to the registered owner thereof upon the owner paying the expenses and
charges of the City and the Bond Registrar in connection therewith and upon hislher filing with
the Finance Director of the City and the Bond Registrar evidence satisfactory to said Finance
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Director and Bond Registrar that such Bond or Bonds were actually lost, stolen or destroyed and
of hislher ownership thereof, and upon furnishing the City and Bond Registrar with indemnity
satisfactory to the Finance Director and Bond Registrar.
SECTION 10. Form of the Bonds. The Bonds shall be in substantially the following
form:
UNITED STATES OF AMERICA
NO.
$
STATE OF WASHINGTON
CITY OF FEDERAL WAY
LIMITED TAX GENERAL OBLIGATION BOND, 1995
INTEREST RATE:
MATURITY DATE:
CUSIP NO:
SEE REVERSE SIDE FOR
ADDITIONAL PROVISIONS
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
The City of Federal Way, Washington, a municipal corporation organized and existing
under and by virtue of 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 June I, 1996, and
semiannually thereafter on each June I 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. Interest on this bond is payable by check or draft of the
Bond Registrar mailed (on the date such interest is due) to the Registered Owner hereof at the
address appearing on the records maintained by the Bond Registrar as of the fifteenth day of the
month preceding the interest payment date. Principal shall be paid to the Registered Owner
hereof upon presentation and surrender of this bond at the principal offices of the fiscal agency of
the State of Washington in 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 in
this space. Reference also is made to the Bond Ordinance (hereinafter defined) as more fully
describing the covenants with and the rights of Registered Owners of the bonds or registered
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assigns and the meanings of capitalized terms appearing on this bond which are defined in such
ordinance.
This bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Bond Ordinance (as hereinafter defined) until the Certificate of
Authentication hereon shall have been manually signed by the Bond Registrar.
The City hereby irrevocably covenants and agrees with the owner of this bond that it will
include in its annual budget and levy taxes annually, within and as a part of the tax levy permitted
to cities without a vote of the electorate, upon all the property subject to taxation in amounts
sufficient, together with utility taxes and all other money legally available therefor to pay the
principal of and interest on this bond as the same shall become due. The full faith, credit and
resources of the City are hereby irrevocably pledged for the annual levy and collection of such
taxes and the prompt payment of such principal and interest.
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, to be attested
by the manual or facsimile signature of the Clerk of the City, and the seal of the City to be
reproduced or impressed hereon, as of this 1st day of December, 1995.
CITY OF FEDERAL WAY,
WASHINGTON
By
Mayor
ATTEST:
Clerk of the City
The Certificate of Authentication for the Bonds shall be in substantially the following form
and shall appear on the front of each Bond:
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CERTIFICATE OF AUTHENTICATION
Date of Authentication:
This bond is one of the bonds described in the within-referenced Ordinance No. 95.-256 of
the City of Federal Way, Washington, and is one of the Limited Tax General Obligation Bonds,
1995, dated December I, 1995.
WASHINGTON STATE FISCAL
AGENCY, as Bond Registrar
By
Authorized Officer
ADDITIONAL BOND PROVISIONS
This bond is one of an issue of limited tax general obligation 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 $5,000,000, issued pursuant to Ordinance No. 95-256 of the City, passed
December 19, 1995 (the "Bond Ordinance"), to provide financing for street and transportation
improvements.
The bonds of this issue are not subject to redemption prior to their maturity.
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 hislher 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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -
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 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:
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 II. Execution of the Bonds. The Bonds shall be signed on behalf of the City
by the manual or facsimile signature of the Mayor, shall be attested by the manual or facsimile
signature of the City Clerk, and shall have a facsimile of the official corporate seal of the City
impressed or imprinted thereon.
Only such Bonds as shall bear thereon a Certificate of Authentication in the form
hereinbefore recited, manually executed by the Bond Registrar, shall be valid or obligatory for any
purpose or entitled to the benefits of this ordinance. Such Certificate of Authentication shall be
conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and
delivered hereunder and are entitled to the benefits of this ordinance.
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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 sall1e 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 12. Creation of TransDortation Construction Fund' ADDlication of Proceeds of
Bonds.
A special fund of the City known as the "City of Federal Way Transportation
Construction Fund" is hereby authorized and directed to be created in the office of the Finance
Director of the City. The Transportation Construction Fund shall be used to pay the costs of the
transportation improvements described in Section 2.
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
Bond Fund and used to pay a portion of interest on the Bonds on June 1, 1996.
(b)
The remaining proceeds shall be deposited into the Transportation
Construction Fund and used to pay the costs of the transportation improvements described in
Section 2 hereof and all costs incidental thereto and to the issuance of the Bonds.
Money remaining in the Transportation Construction Fund after all of such costs have
been paid or reimbursed may be used to pay costs of other legally authorized transportation
capital expenditures of the City or shall be deposited in the Bond Fund.
Money in the
Transportation Construction Fund may be invested as permitted by law. All interest earned and
profits derived from such investments shall be retained in and become a part of the Transportation
Construction Fund or deposited into the Bond Fund.
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SECTION 13. Sale of the Bonds.
The City Council finds and determines that the
Purchase Contract that is attached to this Ordinance and incorporated herein by this reference is
fair and reasonable and in the best interest of the City and that the Bonds shall be sold upon the
terms and conditions set forth in the Purchase Contract and upon the basis of the representations
therein set forth. The City hereby accepts the Purchase Contract and hereby authorizes and
directs the Mayor to execute the Purchase Contract and deliver it to Piper Jaffray, 1nc. (the
"Purchaser"). The Bonds shall be issued and delivered to the Purchaser upon payment of the
purchase price specified in the Purchase Contract, plus accrued interest from their date to the date
of delivery.
The Mayor, Finance Director or City Manager are authorized to execute and deliver to the
Purchaser copies of an Official Statement in substantially the form of the Preliminary Official
Statement dated December 6, 1995; provided, however, that the Mayor, Finance Director or City
Manager are authorized to supplement or amend the Official Statement as the Mayor, Finance
Director or City Manager, with the approval of bond counsel to the City, deems necessary or
appropriate. The City Council represents and warrants to the Purchaser that the Preliminary
Official Statement was "deemed final" by the City as of the date thereof within the meaning of
paragraph 17 C.F.R. § 240.15c2-12 promulgated by the Securities and Exchange Comnùssion
("Rule 15c2-12), except for the omission of such information as may be permitted by
Rule 15c2-12. The City Council approves and authorizes the use of such Official Statement
(including any such supplements and amendments thereto) in connection with the public offering
and sale of the Bonds by the Purchaser.
SECTION 14. Severability. 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 separable from the remaining covenants
and agreements of this ordinance and shall in no way affect the validity of the other provisions of
this ordinance or of the Bonds.
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SECTION 15. Undertaking to Provide Ongoinl!: Disclosure.
A.
ContractlUndertakinl!:. 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/Ooeratinl!: 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 1997 for the fiscal year ended December 31, 1996):
1.
Annual financial statements prepared in accordance with the Budget
Accounting and Reporting System prescribed by the Waslúngton State Auditor pursuant to
RCW 43.09.200 (or any successor statute) and generally of the type included in the official
statement for the Bonds under the heading "General Fund Operating Statement";
2.
The assessed valuation of taxable property in the City;
Property taxes due, property taxes collected and property taxes delinquent;
3.
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 provided on or
before eight months after the end of the City's fiscal year. The City's current fiscal year ends
December 31. The City may adjust such fiscal year by providing written notice of the change of
fiscal year to each then existing 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 NRMSIR, 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 the Budget
Accounting and Reporting System prescribed by the Washington State Auditor pursuant to RCW
43.09.200 (or any successor statute) when and if available to each then existing NRMSIR and the
SID, if any.
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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
ofthe following events with respect to the Bonds, if material:
l.
2.
Principal and interest payment delinquencies;
Non-payment related defaults;
3.
Unscheduled draws on debt service reserves, if any, for the Bonds
reflecting financial difficulties;
financial difficulties;
perform;
Bonds;
Bonds; and
4.
Unscheduled draws on credit enhancements, if any, for the Bonds reflecting
5.
Substitution of credit or liquidity providers, if any, or their failure to
6.
Adverse tax opinions or events affecting the tax-exempt status of the
7.
8.
Modifications to the rights of Bond owners;
Optional redemption of Bonds prior to their maturity;
9.
10.
Defeasance of the Bonds;
Release, substitution or sale of property, if any, securing repayment of the
11.
Rating change for the Bonds.
With reference to items 3, 4, 5 and 10 above, no debt service reserves or credit
enhancements secure payment of the Bonds and no property secures repayment of the Bonds. If
the City subsequently chooses to establish any debt service reserves or to provide credit
enhancement or property as security for the Bonds, the City will provide notice of such
establishment or provision and will provide notice of material events relating thereto, should such
events occur. There are no non-payment related defaults.
D.
Notification Upon Failure to Provide Financial Data. 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
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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.
E.
T erminati 0 nlModifi cation.
The City's obligations to provide annual financial
information and notices of material events shall terminate upon the legal defeasance, prior
redemption or payment in full of all of the Bonds. This section, or any provision hereof, shall be
null and void if the City (I) obtains an opilÙon of nationally recoglÙzed bond counsel to the effect
that those portions of the Rule which require this section, or any such provision, are invalid, have
been repealed retroactively or otherwise do not apply to the Bonds; and (2) notifies each then
existing NRMSIR and the SID, if any, of such opilÙon and the cancellation of this section.
Notwithstanding any other provision of this motion, the City may amend this Section 4,
and any provision of this Section 4 may be waived, provided that the following conditions are
satisfied:
1.
If the
amendment
or
waiver
relates
to
the
provisions
of
Sections 15 B.(I)-(5) or C, it may only be made in connection with a change in circumstances that
arises ITom a change in legal requirements, change in law, or change in the identity, nature or
status of the City with respect to the Bonds, or the type of business conducted;
2.
The undertaking, as amended or taking into account such waiver, would, in
the opilÙon of nationally recoglÙzed bond counsel, have complied with the requirements of the
Rule at the time of the original issuance of the Bonds, after taking into account any amendments
or interpretations of the Rule, as well as any change in circumstances; and
3.
The amendment or waiver either (i) is approved by the owners of the
Bonds or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the
interests of the owners or beneficial owners of the Bonds.
In the event of any amendment or waiver of a provision of this Section 15, the City shall
describe such amendment in the next annual report, and shall include, as applicable, a narrative
explanation of the reason for the amendment or waiver and its impact on the type (or in the case
of a change of accounting principles, on the presentation) of financial information or operating
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...'...."'.""....M"."'.,,..
data being presented by the City.
In addition, if the amendment relates to the accounting
principles to be followed in preparing financial statements, (i) notice of such change shall be given
in the same manner as for a material event under subsection C, and (ii) the annual report for the
year in which the change is made should present a comparison (in narrative form and also, if
feasible, in quantitative form) between the financial statements as prepared on the basis of the new
accounting principles and those prepared on the basis of the former accounting principles.
F.
Bond Owner's Remedies Under This Section, The right of any Bond Owner 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 hereunder, and any failure by the City to
comply with the provisions of this undertaking shall not be an event of default with respect to the
Bonds hereunder. 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.
-16-
NMNOM7.DOC
95112119
"""""""""-"""""'~""""""""""""" .
SECTION 16, Effective Date, This ordinance shall be effective five days after its passage
and publication as required by law,
PASSED by the City Council of the City of Federal Way, Washington, this 19th day of
December, 1995,
CITY OF FEDERAL WAY,
WASHINGTON
'7?Zu-y ~ dd.4d
( Mayor
ATTEST:
Q /GL:L.~~
N. Christine Green
City Clerk
APPROVED AS TO FORM:
~;;~
~../ h . ~
,,--/./"'" P cial Attorney to the City
Preston Gates & Ellis
-"""',
FILED WITH THE CITY CLERK:
11/28/95
PASSED BY THE CITY COUNCIL:
12/19/95
PUBLISHED:
12/23/95
EFFECTIVE DATE:
12/28/95
ORDINANCE NO.:
95-256
-17-
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95112119
"""",,"""""""
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 (herein called the "Council"), DO
HEREBY CERTIFY:
L
That the attached ordinance is a true and correct copy of Ordinance No, 95-256 of
the City (herein called the "Ordinance"), as finally passed at a regular meeting of the City Council
of the City held on the 19th of December, 1995, 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 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,
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the
Citythis_ofDecember,1995,
~ ~~~J, ~'
N, Christine Green, City Clerk
[City Seal]
NMNOM7.DOC
95112119