Ord 97-292
ORDINANCE NO. 97-292
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 $16,150,000 for the purpose of
providing funds to finance various capital projects; 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
Passed: April 8, 1997
Prepared By
PRESTON GATES & ELLIS LLP
5000 Columbia Center
701 Fifth Avenue
Seattle, Washington 98104-7078
(206) 623-7580
(Ç;(ö)f11
TABLE OF CONTENTS
Page
SECTION 1. Definitions .............................................................................................................1
SECTION 2. Findinl!s and Authorization of Improvements .........................................................2
SECTION 3. Authorization of Bonds................................................ ..........................................3
SECTION 4. Registration Book Entry Payment and Transfer .................................................... 3
A. Optional Redemption ..................................................................................................7
.!;!. Partial RedemDtion......................................................................................................7
ç. Notice of Redemption .................................................................................................8
.Q. Purchase of Bonds In Open Market.............................................................................9
SECTION 6. Creation of Bond Fund and Provision for Tax Levy Pavrnents """""""""""""""" 9
SECTION 7. Defeasance...........................................................................................................10
SECTION 8. Arbitral!e Covenant..............................................................................................10
SECTION 9. Lost or Destroyed Bonds .....................................................................................11
SECTION 10. Fonn of the Bonds .............................................................................................11
SECTION 11. Execution of the Bonds...................................................................................... 15
SECTION 12. Municipal Facility Fund: ADplication of Proceeds of Bonds ................................15
SECTION 13. Sale of the Bonds' Official Statement .................................................................16
SECTION 14. Official Statement ..............................................................................................16
SECTION 15. Undertaking: to Provide Onl!oinl! Disclosure.......................................................17
SECTION 16. Seyerability ........................................................................................................20
SECTION 17. Effective Date....................................................................................................20
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97/0009
ORDINANCE NO. 97-292
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 $16,150,000 for the purpose of
providing funds to finance various capital projects; 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
various community investment projects, including the design, construction and acquisition of
WHEREAS, the City of Federal Way, Washington (the "City"), will be undertaking
sports fields and other improvements at the Celebration Park; a Civic Theatre and related
improvements at the Visitation Retreat and Cultural Center; a public safety facility; and a
Downtown Revitalization Program that includes street lights, beautification and safety
improvements and other projects in the City's downtown area; and
1"\
City now desires to authorize the issuance of limited tax levy general obligation bonds in the
WHEREAS, in order to provide the funds required for such capital improyements, the
principal amount of$16, 150,000 and to authorize the sale of such bonds;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY,
W ASIDNGTON, DO ORDAIN AS FOLLOWS:
SECTION 1. Definitions. As used in this ordinance, the following words shall have the
following meanings, urness a different meaning clearly appears from the context:
"Bond Fund" means the "City of Federal Way Debt Service Fund."
"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
determine.
each Bond or nominee of such owner and such other information as the Bond Registrar shall
"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
principal of and interest on the Bonds.
"Bonds" means the $16,150,000 principal amount of the City of Federal Way,
Washington, Linùted Tax General Obligation Bonds, 1997, issued pursuant~ to and for the
purposes provided in this ordinance.
"City" means the City of Federal Way, Washington, a municipal corporation duly
organized and existing under and by virtue of the Constitution and laws of the State of
Washington.
"Comnùssion" means the Securities and Exchange Commission.
"Council" means the legislatiye authority of the City as the same shall be duly and
regularly constituted ITom time to time.
"DTC" means The Depository Trust Company of New York.
"MSRB" means the Municipal Securities Rulemaking Board or any successors to its
functions.
"NRMSIR" means a nationally recognized municipal securities infonnation repository.
Q
"Rule" means the Commission's Rule 15c2-12 under the Securities Exchange Act of 1934,
as the same may be amended ITom time to time.
"SID" means a state infonnation depository for the State of Washington (if one is
created).
SECTION 2. Findings and Authorization of Imorovements. The City Council hereby
finds that the public interest, welfare and benefit of the inhabitants of the City require that the City
design, construct and acquire the following improvements: the design, construction and
acquisition of sports fields and other improvements at the Celebration Park; a Civic Theatre and
related improvements at the Visitation Retreat and Cultural Center; a public safety facility; and a
Downtown Revitalization Program that includes street lights, beautification and safety
improvements and other projects in the City's downtown area. The estimated cost of paying the
cost of those improvements and all costs incidental thereto and the issuance of the Bonds is
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hereby declared to be as nearly as practicable the sum of $17,500,000, a portion of which shall be
provided ITOm the proceeds of sale of the Bonds.
SECTION 3. Authorization of Bonds. The City hereby authorizes the issuance and sale
of the Bonds in the aggregate principal amount of $16,150,000 to provide money to finance the
improyements 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 the "City of
Federal Way, Washington, Limited Tax General Obligation Bonds, 1997"; shall be dated May I,
1997; shall be issued in fully registered fonn in the denomination of $5,000 or any integral
multiple thereof, provided that no Bond shall represent more than one maturity; shall be numbered
separately and in such manner and with any additional designation as the Bond Registrar deems
necessary for purposes of identification and control; shall bear interest at the rates set forth in a
resolution to be adopted by the Council, until the Bonds have been paid or their payment duly
~
provided for, payable on December 1, 1997, and semiannually thereafter on the first day of each
June and December and shall mature on June I of each year as follows:
Maturity Year Principal Amount
1998 1,090,000
1999 1,200,000
2000 1,255,000
2001 1,315,000
2002 1,375,000
2003 1,450,000
2004 1,520,000
2005 1,600,000
2006 1,685,000
2007 1,770,000
2008 340,000
2009 360,000
2010 375,000
2011 395,000
2012 420,000
SECTION 4. Registration. Book Entry 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 (collectiyely, the "Bond Registrar"). The Bond Registrar shall keep, or cause to be
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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 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 pennitted by law, may act as depositary for and pennit 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.
For so long as the Bonds are held in fully-immobilized form, payment of principal and
interest on the Bonds shall be as provided in the Letter of Representations. If Bonds are no
longer in immobilized form, interest on the Bonds shall be paid by checks or drafts mailed, or by
¿~
wire transfer, to owners of Bonds at the addresses for such owners appearing on the Bond
Register on the 15th 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
representation 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.
Interest may be paid by wire transfer to a registered owner of at least $100,000 in principal
amount of the Bonds, upon written request to the Bond Registrar at least 15 days preceding the
interest payment date.
The Bonds initially shall be held in fully immobilized form by DTC acting as depository
pursuant to the terms and conditions set forth in the form of Letter of Representations. To induce
DTC to accept the Bonds as eligible for deposit at DTC, the Management Services Director is
hereby authorized to execute the Letter of Representations.
The Bonds shall be issued in
denominations equal to the aggregate principal amount of each maturity and initially shall be
registered in the name of CEDE & Co., as the nominee ofDTC.
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Neither the City nor the Bond Registrar shall have any responsibility or obligation to DIC
participants or the persons for whom they act as nominees with respect to the accuracy of any
records maintained by DTC or any DTC participant as to the Bonds, the payment by DTC or any
DIC participant of any amount in respect of the principal or redemption price of or interest on the
Bonds, any notice that is permitted or required to be given to registered owners under this
ordinance (except any such notices as shall be required to be given by the City to the Bond
Registrar or to DIC), the selection by DIC or any DIC participant of any person to receive
payment in the event of a partial redemption of the Bonds or any consent given or other action
taken by DIC as the registered owner of the Bonds. For so long as any Bonds are held in fully
immobilized form hereunder, DTC or its successor depository shall be deemed to be the
registered owner for all purposes hereunder, and all references in this ordinance to registered
owners, bondowners or the like shall mean DIC or its nominee and shall not mean the owners of
any beneficial interests in the Bonds.
(i)
The Bonds shall be registered initially in the name of "CEDE &
Co.," as nominee of DIC, with one Bond for each maturity. Purchases of the Bonds may be
made through brokers and dealers, who must be or act through participants in DTC, in principal
amounts of $5,000 and integral multiples thereof Registered ownership of such immobilized
Bonds, or any portions thereof, may not thereafter be transferred except (a) to any successor of
DIC or its nominee, provided that any such successor shall be qualified under any applicable laws
to provide the service proposed to be provided by it; (b) to any substitute depository appointed by
the City pursuant to subsection (ii) below or such substitute depository's successor; or (c) to any
person as provided in subsection (iv) below.
(ii)
Upon the resignation of DIC or its successor (or any substitute
depository or its successor) ITom its functions as depository, or a determination by the City that it
is no longer in the best interests of owners of beneficial interests in the Bonds to continue the
system of book-entry transfers through DIC or its successor (or any substitute depository or its
successor), the City may appoint a substitute depository or terminate the use of a depository.
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Any such substitute depository shall be qualified under any applicable laws to provide the semces
proposed to be provided by it.
(iii)
In the case of any transfer pursuant to clause (a) or (b) of
subsection (i) aboye, the Bond Registrar shall, upon receipt of all outstanding Bonds, together
with a written request on behalf of the City, issue a single new Bond for each maturity of such
Bonds then outstanding, registered in the name of such successor or such substitute depository, or
their nominees, as the case may be, all as specified in such written request of the City.
(iy)
In the event that (a) DTC or its successor (or substitute depository
or its successor) resigns ITom its functions as depository or (b) the City determines that it is in the
best interests of the City or the beneficial owners of the Bonds that they be able to obtain Bond
certificates, the ownerslúp of Bonds may then be transferred to any person or entity as herein
provided, and the Bonds shall no longer be held in fully immobilized form. The City shall deliver
a written request to the Bond Registrar together with a supply of definitive Bonds, to issue Bonds
..
as herein provided in any authorized denomination. Upon receipt of all then outstanding Bonds
by the Bond Registrar together with a written request on behalf of the City to the Bond Registrar,
new Bonds shall be issued in such denominations and registered in the names of such persons as
are specified in such written request.
(v)
As long as DTC or its successor (or substitute depository or its
successor) is not the registered owner of the Bonds, any Bond may be transferred pursuant to its
provisions at the principal office for such purpose of the Bond Registrar by surrender of such
Bond for cancellation, accompanied by a written instrument of transfer, in form satisfactory to the
Bond Registrar, duly executed by the registered owner in person or by lús or her duly authorized
attorney, and thereupon the City will issue and the Bond Registrar will authenticate and deliver at
the principal office of the Bond Registrar (or send by registered or first class insured mail to the
owner thereof at lús or her expense), in the name of the transferee or transferees, a new Bond of
the same interest rate, principal amount and maturity, and on wlúch interest accrues ftom the last
interest payment date to which interest has been paid so that there shall result no gain or loss of
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interest as a result of such transfer, upon payment of any applicable tax or governmental charge.
To the extent of denominations authorized in respect of any such Bond by the terms of this
ordinance, one such Bond may be transfelTed for several such Bonds of the same interest rate and
maturity, and for a like aggregate principal amount, and seyeral such Bonds of thé same interest
rate and maturity may be transfelTed for one or several such Bonds, respectiyely, of the same
interest rate and maturity and for a like aggregate principal amount.
Upon the request of the City, the Bond Registrar shall notify the City of all registrations of
Bonds and all changes in registrations of Bonds.
The Bond Registrar shall maintain the
registration books on behalf of the City and make copies thereof ayailable to the City on request.
In every case of a transfer of any Bonds, the sulTendered Bonds shall be canceled by the
Bond Registrar and a certificate evidencing such cancellation shall be promptly transmitted by the
Bond Registrar to the City. As a condition of any such transfer, the City, at its option, may
require the payment by the transferor of a sum sufficient to reimburse it for any tax or other
goyernmental charge that may be imposed thereon. All Bonds executed, authenticated and
delivered in exchange for or upon transfer of Bonds so surrendered shall be valid obligations of
the City evidencing the same debt as the Bonds sulTendered, and shall be entitled to all the
benefits and protection of this ordinance to the same extent as the Bonds upon transfer of which
they were executed, authenticated and deliyered.
SECTION 5. Optional Redemption' Purchases.
A.
Optional Redemption. The City reserves the right to redeem the outstanding
Bonds maturing on and after June 1, 2007, in whole or in part (maturities to be selected by the
City and by lot within a maturity in such manner as the Bond Registrar or DTC shall determine) at
any time on or after June 1, 2006, at par, plus accrued interest to the date of redemption.
B.
Partial Redemotion. Portions of the principal amount of any Bond, in increments
of $5,000 or any integral multiple of $5,000, may be redeemed. If less than all of the principal
amount of any Bond is redeemed, upon sulTender 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
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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 denomination authorized by this
ordinance.
C.
Notice of Redemption. Official notice of any such redemption shall be giyen 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 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.
All official notices of redemption shall be dated and shall state: (I) the redemption date,
(2) the redemption price, (3) if less than all outstanding Bonds are to be redeemed, the
identification (and, in the case of partial redemption, the 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 £rom 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 the Bonds 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.
Official notice of redemption 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 £rom and after such date (unless the City shall default in the payment
of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon
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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. Bonds which have
bee!! redeemed shall be cancelled and destroyed by the Bond Registrar and shall not be reissued.
Portions of any Bond, in installments of $5,000 or any integral multiple of $5,000, may be
redeemed. 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 of like maturity and interest rate in any of the denominations authorized by
this ordinance.
Notice of redemption shall be sent at least 30 days before the redemption date to the SID,
if any, and to each NRMSIR or to the MSRB in accordance with Section 15 and may be sent to
all registered securities depositories then in the business of holding substantial amounts of
obligations of types comprising the Bonds.
D.
Purchase of Bonds In Open Market. 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
LTGO 1997 account in the "City of Federal Way Limited Debt Service Fund" (the "Bond Fund"),
is hereby authorized to be created. The account in 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 tTom the utility tax to repay a portion of 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
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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 ITom 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
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 irreyocably 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 Reyenue Code of
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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 initial purchaser thereof, would haye
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 Reyenue Code of 1986,
as amended (or any successor provision thereof applicable to the Bonds) and the applicable
regulations thereunder throughout the tenn 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 deliyer 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 Management Services Director of the City and the Bond Registrar evidence satisfactory to
said Management Services 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 Management Services Director and Bond Registrar.
SECTION 10. Fonn of the Bonds. The Bonds shall be in substantially the following fonn:
UNITED STATES OF AMERICA
NO.
$
STATE OF WASIllNGTON
CITY OF FEDERAL WAY
LIMITED TAX GENERAL OBLIGATION BOND, 1997
INTEREST RATE:
MATURITY DATE:
CUSIP NO:
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 aboye, 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
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97104.<>0
paid or duly provided for at the Interest Rate set forth above payable December 1, 1997, and
senùannually thereafter on each June 1 and December 1 until payment of the principal sum has
been made or duly provided for. Both principal of and interest on this bond are payable in lawful
money of the United States of America. 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"). So long as the bonds are in book entry form, the bonds shall be paid as provided in
the Letter of Representation.
Reference is hereby made to additional provisions of this bond set forth below and such
additional provisions shall for all purposes haye 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
coyenants with and the rights of Registered Owners of the bonds or registered assigns and the
meanings of capitalized terms appearing on this bond which are defined in such ordinance.
This bond shall not be yalid 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 irreyocably 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 linùtations.
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 facsinùle signature of the Mayor, to be attested
by the manual or facsinùle 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 May, 1997.
CITY OF FEDERAL WAY,
WASHINGTON
By
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ATTEST:
Clerk of the City
The Certificate of Authentication for the Bonds shall be in substantially the following form
and shall appear on the ITont of each Bond:
CERTIFICATE OF AUTHENTICATION
Date of Authentication:
This bond is one of the bonds described in the within-referenced Ordinance No. - of
the City of Federal Way, Washington, and is one of the Limited Tax General Obligation Bonds,
1997, dated May 1, 1997.
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 $16,150,000, issued pursuant to Ordinance No. - of the City, passed
April----> 1997 and Resolution No. ----' adopted April--.J 1997 (collectively, the "Bond
Ordinance"), to provide financing for yarious capital improvements.
The City has reserved the right to redeem any or all of the outstanding bonds of this issue
maturing on and after June 1, 2007, on or after June 1, 2006, in whole or in part (maturities to be
selected by the City and by lot within a maturity in such manner as DTC or the Bond Registrar
shall determine) at any time, at par plus accrued interest to the date of redemption.
Notice of any intended redemption shall be given not less than 30 nor more than 60 days
prior to the redemption date by first class mail, postage prepaid, to the registered owner of any
bond to be redeemed at the address appearing on the Bond Register. The requirements of the
Bond Ordinance shall be deemed to be complied with when notice is mailed as provided,
regardless of whether or not it is actually receiyed by the owner of any bond. Interest on all such
bonds so called for redemption shall cease to accrue on the date fixed for redemption unless such
bond or bonds so called for redemption are not redeemed upon presentation made pursuant to
such call.
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Portions of the principal sum of this bond in installments of $5,000 or any integral multiple
thereof may also be redeemed in accordance with the schedules set forth above, and ifless than all
of the principal sum hereof is to be redeemed, upon the surrender of this bond at the principal
office of the Bond Registrar there shall be issued to the registered owner, without charge therefor,
for the then unredeemed balance of the principal sum hereof, at the option of the owner, a bond or
bonds of like maturity and interest rate in any of the denominations authorized by the Bond
Ordinance.
The 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.
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:
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Notice: Signature(s) must be
guaranteed pursuant to law.
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 eyery particular,
without alteration or enlargement or any
change whatever.
SECTION 11. 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 haye 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 fonn
hereinbefore recited, manually executed by the Bond Registrar, shall be yalid or obligatory for any
purpose or entitled to the benefits of this ordinance. Such Certificate of Authentication shall be
(f,
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 haye executed the Bonds shall cease to
be such officer or officers of the City before the Bonds so signed shall have been authenticated or
delivered by the Bond Registrar, or issued by the City, such Bonds may nevertheless be
authenticated, delivered and issued and upon such authentication, delivery and issuance, shall be
as binding upon the City as though those who signed the same had continued to be such officers
of the City. Any Bond may also be signed and attested on behalf of the City by such persons as at
the 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. Municioal Facilitv Fund. Aoolication of Proceeds of Bonds. A special
fund of the City known as the "City ofFederaI Way Municipal Facility Fund" has been created in
the office of the Management Services Director of the City.
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At the time of deliyery 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
account in the Bond Fund and used to pay a portion of interest on the Bonds on December 1,
1997.
(b)
The remaining proceeds shall be deposited into the Municipal Facility Fund
and used to pay the costs of the improyements described in Section 2 hereof and all costs
incidental thereto and to the issuance of the Bonds.
The Management Services Director may transfer money ITom one Municipal Facility Fund
to the appropriate capital project fund. Money remaining in the Municipal Facility Fund after all
of such costs have been paid or reimbursed may be used to pay costs of other legally authorized
capital expenditures of the City or shall be deposited in the Bond Fund. Money in the Municipal
Facility Fund may be inyested as pennitted by law. All interest earned and profits deriyed ITom
such investments shall be retained in and become a part of the Construction Fund or deposited
into the Bond Fund.
SECTION 13. Sale of the Bonds' Official Statement. The Bonds shall be sold at public
sale and bids for the purchase of the Bonds shall be received at the offices of Preston Gates &
Ellis LLP by the Management Services Director at 9:30 a.m. on April 22, 1997, or at such other
place, time and date as the Management Services Director shall direct. Upon the date and time
established for the receipt of bids, the Management Services Director shall open the bids and
cause the bids to be yerified. The bids shall be considered and acted upon the Council in a public
meeting to be held on the same date that the bids are received. The City reseIVes the right to
reject any bids. The Council shall approve the sale of the Bonds and establish the interest rates
and other provisions by resolution.
SECTION 14. Official Statement. The Mayor, Management Services Director or City
Manager are authorized to execute and deliyer to the purchaser copies of an Official Statement in
substantially the fonn of the Preliminary Official Statement for the Bonds; provided, however,
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that the Mayor, Management Services Director or City Manager are authorized to supplement or
amend the Official Statement as the Mayor, Management Services Director or City Manager, with
the approyal of bond counsel to the City, deems necessary or appropriate. The City Council
represents and warrants to the purchaser that the Prelinñnary Official Statement was "deemed
final" by the City as of the date thereof within the meaning of the Rule, except for the onñssion of
such information as may be permitted by the Rule. 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 IS. Undertaking to Provide Ongoing Disclosure.
A.
ContractlUndertaking. This section constitutes the City's written undertaking for
the benefit of the owners of the Bonds as required by Section (b)(5) of the Rule.
B.
Financial Statements/Operating Data. The City agrees to provide or cause to be
provided to each NRMSIR and to the SID, if any, in each case as designated by the Comnússion
5.1'
in accordance with the Rule, the following annual financial information and operating data for the
prior fiscal year (commencing in 1998 for the fiscal year ended December 31, 1997):
I.
Annual financial statements showing ending fund balances for the City's
general fund 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) and generally of the type included in the official statement for the Bonds under the
heading "General Fund Operating Statement";
2.
3.
The assessed valuation of taxable property in the City;
Property taxes due, property taxes collected and property taxes delinquent;
4.
5.
Property tax levy rate per $1,000 of assessed valuation; and
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
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97I04IO9
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, ayailable ITom 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 ayailable to each then existing NRMSIR
and the SID, if any.
C.
Material Events. The City agrees to provide or cause to be provided, in a timely
manner, to the SID, if any, and to each NRMSIR or to the MSRB notice of the OCCUITence of any
of the following events with respect to the Bonds, ifmaterial:
Bonds;
7.
8.
9.
Bonds; and
11.
1.
2.
Principal and interest payment delinquencies;
Non-payment related defaults;
3.
4.
Unscheduled draws on debt service reserves reflecting financial difficulties;
Unscheduled draws on credit enhancements reflecting financial difficulties;
5.
6.
Substitution of credit or liquidity providers or their failure to perform;
Adverse tax opinions or events affecting the tax-exempt status of the
Modifications to the rights of Bond owners;
Bond calls;
Defeasances;
10.
Release, substitution or sale of property, if any, securing repayment of the
Rating changes.
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Solely for purposes of disclosure, and not intending to modifY this undertaking, the City
advises that no debt service reserves, . credit enhancement or property secures payment of the
Bonds and the Bonds are not subject to optional redemption.
D.
Notification Uoon 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
any, notice of its failure to provide the annual financial infonnation described in Subsection B
above on or prior to the date set forth in Subsection B above.
E.
TenninationIModification.
The City's obligations to provide annual financial
infonnation and notices of material events shall tenninate 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 opinion of nationally recognized bond counsel to the effect
that those portions of the Rule which require this section, or any such provision, are invalid, haye
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 opinion and the cancellation of this section.
The City may amend this Section 15 with an opinion of bond counsel in accordance with
the Rule. In the event of any amendment 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 waiyer and its impact on the type (or in the case of a change of
accounting principles, on the presentation) of financial infonnation or operating 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 giyen 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 narratiye fonD and also, if feasible, in
quantitative fonD) between the financial statements as prepared on the basis of the new
accounting principles and those prepared on the basis of the fonDer 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
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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.
SECTION 16. 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 ITom the remaining covenants
and agreements of this ordinance and shall in no way affect the validity of tþe other provisions of
this ordinance or of the Bonds.
SECTION 17. Effective Date. This ordinance shall be effective fiye days after its passage
and publication as required by law.
PASSED by the City Council of the City of Federal Way, Washington, this 8th day of
April, 1997.
¡'
1;~~~xa ¿C
City Clerk
CITY OF FEDERAL WAY,
WASHINGTON
.~-- -/ ;:L{lT
Mayor
APPROVED AS TO FORM:
;( 4,~171 ~ úv
Sp cIa! Attorney to the CIty
Preston Gates & Ellis LLP
FILED WITH THE CITY CLERK:
04-01-97
PASSED BY THE CITY COUNCIL:
04-08-97
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PUBLISHED: 04-12-97
EFFECTIVE DATE: 04-l7-97
ORDINANCE NO.: 97-292
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CERTIFICATE
I, the undersigned, Clerk of the City of Federal Way, Waslúngton (herein called the
"City") and keeper of the records of the City Council of the City (herein called the "Council"), DO
HEREBY CERTIFY:
1.
That the attached ordinance is a true and correct copy of Ordinance No.9'7-..;>5Qof
the City (herein called the "Ordinance"), as finally passed at a regular meeting of the City Council
of the City held on the 8th of April, 1997, 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 tlús certificate.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the
-:ti~
Citytlús/O'-ofApril,1997,
)7 ' C1< ~';;/:A ~
N. Christine Green, City Clerk
[City Seal]
NMNONS.OOC
97/0000