HomeMy WebLinkAboutOrdinance 2014-008 2004 and 2009 LTGO Bond Refinance 7-7-14AN ORDINANCE of the City of Arlington, Washington, providing for the
issuance, sale and delivery of not to exceed $9,000,000 aggregate principal
amount of limited tax general obligation refunding bonds to refund the City's
outstanding Limited Tax General Obligation Bonds, 2004, to prepay the City's
Limited Tax General Obligation Bond, 2009, and to pay the costs of issuance and
sale of the bonds; fixing or setting parameters with respect to certain terms and
covenants of the bonds; appointing the City's designated representative to
approve the final terms of the sale of the bonds; and providing for other related
mw.tters.
Foster Pepper PLLC
1111 ThirdAvenue, Suite 3400
Seattle, Washington 98101
(206) 447-4400
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Section }.
DefinitiOnm----.—...--..--.....--..'.—~.—..~.,..'.~---.--..�l
Section 2.
Findings and Determinations .... ____ ....... -----~..—.—.—.......... .--._4
Section q.
Authorization ofBonds .............. ,... —_...... --..—..--.._—._--....... ...
5
Seotioo4.
Description ofthe Bonds; Appointment of Designated Representative..._----5
Section5.
Bond Registrar; Registration and Transfer ofBonds .................................... ..~-7
Sectiou6.
Form and Execution ofBonds. .—.---.—~---........ —_---...-----�0
Sectiou7.
Payment VfBonds .... ___ ...... .—..-.---.--..--......... ---.—.—~—.......
_0
Section8.
Bond Account ................................................................................. ____ ...... --_Q
Seotimo9.
RedemptionProvisions and Purchase of Bonds ............................. --~----...9
Sectimul0.
Failure I0Pay Bonds ... -~..—..—...... ---'—'.—.......... ...-.---......... .....
l0
Section ll.
Pledge ofTaxes ........ _---.—..----...._--........ _.............. .----l0
Section l2.
Tax Covenants; Designation ufBonds om "Qualified Tax -Exempt
Obligations ....... _,.___.___.____.,,_,—_--.—...--......... -.---l0
Section l3.
Refunding or DefeOS0nceof the Bonds ....... .--.—...----'_......... --ll
Section l4.
Refunding ofthe Refunded Boudm..—... ............ -------.—.—.---.—.lZ
Sectimml5.
Call for Redemptionofthe Refunded Bonds .—...-.....—.—......... ----_.l3
Sou1ioml6.
Findings with Respect to Refunding .--..------------.—...... ----l4
Section 17;---Sale
and Ddivery-of the Bonds. ~_,,,,,,,_,__,__,~---............ .>4
Section }8.
Official Statement ........... ---.....—.—_----~----.--.—...--..--l4
Sec1oolQ.
Continuing Disclosure_ .... -----...... '.-----.---------.-._--..l5
Section 20.
Supplemental and Amendatory Ordinances ........... .-----......... ..-----l7
Seo10m2}.
General Authorization and Ratification ................... _—__--.--.-----... �l7
Section22.
S.......................... —.... .... .'......... ...... --..—.......
18
Section 23.
Effective Date of Ordinance . .... _____18
*The cover page, table of contents and section headings of this ordinance are for convenience of reference only,
and shall not be used to resolve any question of interpretation of this ordinance.
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AN ' • of of Arlington, providing for ths
issuance, sale and delivery of not to exceed $9,000,000 aggregate principal
amount of limited tax general obligation refunding bonds to refund the City's
outstanding Limited Tax General Obligation B• • 1ii! to prepay
Limited Tax General Obligation Bond, 2009, and to pay the costs of issuance and
sale of the bonds; fixing or setting parameters with respect to certain terms an4
covenants of r• • appointing designated • • •
approve the final terms of the sale of the bonds; and providing for other relateii
THE CITY COUNCIL OF THE CITY OF ALINGTO, WASHINGTON, DO
ORDAIN AS FOLLOWS:
Section 1. Definitions. As used in this ordinance, the following capitalized terms
shall have the following meanings:
"Acquired Obligations"• -• States Treasury Certificatesof
Indebtedness, • and • • and Local Government- • other direct,
noncallable obligations of the United States of America purchased to accomplish the refunding
of the Refunded Bonds as authorized by • •
(b) "Authorized Denomination" means $5,000 or any integral multiple thereof within
a maturity -of -a Series.--
(c) "BeneficialOwner" means, with respect to a Bond, the owner of any beneficial
interest in that Bond.
O "Bond" means each bond issued pursuant to and for the purposes provided in this
ordinance.
"Bond • of a Pepper PLLC, its successor,or
other attorney or of • - selected by - City with a nationallyrecognized standing as
bond counsel in the fieldof •.
• i •' •unt" means the Limited Tax GeneralObligation Refunding Bond
Account, 2014, of the City created for the payment of the principal of and interest on the Bonds.
•) "Bond Purchase Contract"offer to purchase a Series of i• •
consistentsetting forth certain terms and conditions of the issuance, sale and delivery of those Bonds,
which offer is authorized to be accepted by the Designated Representative on behalf of the City,
if •' •
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(h) "Bond Register" means the books or records maintained by the Bond Registrar for
the purpose of identifying ownership of each Bond.
(i) "Bond Registrar" means the Fiscal Agent, or any successor bond registrar
selected by the City.
0) "City" means the City of Arlington, Washington, a municipal corporation duly
organized and existing under the laws of the State.
(k) "City Council" means the legislative authority of the City, as duly and regularly
constituted from time to time.
(1) "Code" means the United States Internal Revenue Code of 1986, as amended, and
applicable rules and regulations promulgated thereunder.
(in) "DTC' means The Depository Trust Company, New York, New York, or its
nominee.
(n) "Designated Representative" means the officer of the City appointed in Section 4
of this ordinance to serve as the City's designated representative in accordance with
RCW 39.46.040(2),
(o) "Final Terms" means the terms and conditions for the sale of a Series of the
Bonds including the amount, date or dates, denominations, interest rate or rates (or mechanism
for determining interest rate or rates), payment dates, final maturity, redemption rights, price, and
other terms or covenants, including minimum savings for refunding bonds.
(p) "Fiscal 4,geni- means the fiscal agent of the State, as the same may be designated
by the State from time to time.
(q) "Government Obligations" has the meaning given in RCW 39.53.010, as now in
effect or as may hereafter be amended.
(r) "Issue Date" means, with respect to a Bond, the date of initial issuance and
delivery of that Bond to the Purchaser in exchange for the purchase price of that Bond.
(s) "Letter of Representations" means the Blanket Issuer Letter of Representations
between the City and DTC, dated July 15, 1997, as it may be amended from time to time, and
any successor or substitute letter relating to the operational procedures of the Securities
Depository.
(t) "MSRB" means the Municipal Securities Rulemaking Board,
(u) "Owner" means, without distinction, the Registered Owner and the Beneficial
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(w) "Rating Agency" means any nationally recognized rating agency then maintaining
a rating on the Bonds at the request of the City.
(x) "Record Date" means the Bond Registrar's close of business on the 15'" day of
the month preceding an interest payment date. With respect to redemption of a Bond prior to its
maturity, the Record Date shall mean the Bond Registrar's close of business on the date on
which the Bond Registrar sends the notice of redemption in accordance with Section 9.
(y) "Refunded Bonds" means all or a portion of the Refunding Candidates selected by
the Designated Representative to be refunded with proceeds of Bonds and included in a
Refunding Plan.
(z) "Refunding Candidates" means the outstanding Limited Tax General Obligation
Bonds, 2004, of the City maturing in the years 2022 through 2028, inclusive, and 2034, issued
pursuant to Ordinance No. 1321, the refunding of which has been provided for by this ordinance.
(1) the placement of sufficient proceeds of the Bonds which, with other
money of the City, if necessary, will be used to acquire the Acquired
Obligations to be deposited, with cash, if necessary, with the Refunding
Trustee;
(2) the payment of the principal of and interest on the Refunded Bonds when
due up to and including a date that is approximately 30 days from the
Issue Date, and the call, payment, and redemption on such date, of all of
the then -outstanding Refunded Bonds at a price of par; and
(3) may include the payment of the costs of issuing the Bonds and the costs of
carrying out the foregoing elements of the Refunding Plan.
(bb) "Refunding Trust Agreement" means a Refunding Trust Agreement between the
City and the Refunding Trustee.
(cc) "Refunding Trustee" means the trustee or escrow agent or any successor trustee or
escrow agent serving as refunding trustee to carry out the Refunding Plan.
(dd) "Registered Owner" means, with respect to a Bond, the person in whose name
that Bond is registered on the Bond Register. For so long as the City utilizes the book —entry only
system for the Bonds under the Letter of Representations, Registered Owner shall mean the
Securities Depository.
(cc) "Rule 15c2-12" means Rule 15c2-12 promulgated by the SEC under the
Securities Exchange Act of 1934, as amended.
(ff) "SEC' means the United States Securities and Exchange Commission.
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(gg) "Securities Depository" means DTC, any successor thereto, any substitute
securities depository selected by the City that is qualified under applicable laws and regulations
to provide the services proposed to be provided by it, or the nominee of any of the foregoing.
(hh) "Series of the Bonds" or "Series" means a series of the Bonds issued pursuant to
this ordinance.
• =M
0j) "Term Bond" means each Bond designated as a Term Bond and subject to
mandatory redemption in the years and amounts set forth in the Bond Purchase Contract.
(kk) "2004 Bonds" means the City's outstanding Limited Tax General Obligation
Bonds, 2004, issued pursuant to Ordinance No. 1321.
(11) "2009 Bond" means the City's outstanding Limited Tax General Obligation
Bond, 2009, issued pursuant to Ordinance No. 1470.
(mm) "Undertaking" means the undertaking to provide continuing disclosure entered
into pursuant to Section 18 of this ordinance.
Section 2. Findings and Determinations. The City takes note of the following facts
and makes the following findings and determinations:
(a) Pursuant to Ordinance No. 1321, the City heretofore issued its $7,700,000 par
value Limited Tax General Obligation Bonds, 2004 (the "2004 Bonds"), for the purpose of
providing funds to finance a police station/City Hall annex, and by that ordinance reserved the
right to redeem the 2004 Bonds prior to their maturity on or after June 1, 2014, at a price of par
plus accrued interest to thedatefixed for redemption.
(c) After due consideration, it appears to the City Council that all or a portion of the
Refunding Candidates may be refunded by the issuance and sale of the limited tax general
obligation refunding bonds authorized herein so that a savings will be effected by the difference
between the principal and interest cost over the life of the Bonds and the principal and interest
cost over the life of the Refunded Bonds but for such refunding, which refunding will be effected
by carrying out the Refunding Plan.
(d) To effect that refunding in the manner that will be most advantageous to the City
it may be found necessary and advisable that certain Acquired Obligations bearing interest and
maturing at such time or times as necessary to accomplish the refunding as aforesaid be
purchased out of a portion of the proceeds of the Bonds.
(e) Pursuant to Ordinance No. 1470, the City heretofore issued its $720,448 par value
Limited Tax General Obligation Bond, 2009 (the "2009 Bond"), for the purpose of providing
part of the funds to expand the administrative building at the City's municipal airport, and by
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that ordinance reserved the right to prepay the 2009 Bond prior to its maturity date upon 15 days
written notice to Cashmere Valley Bank, purchaser of the 2009 Bond.
(f) The maximum amount of indebtedness authorized by this ordinance is
$9,000,000. Based on the following facts, this amount is to be issued within the amount
permitted to be issued by the City for general municipal purposes without a vote.
(1) The assessed valuation of the taxable property within the City as
ascertained by the last preceding assessment for City purposes for
collection in the calendar year 2014 is $1,816,314,125.
(2) As of June 1, 2014, the City has limited tax general obligation
indebtedness, consisting of bonds, notes and leases outstanding in the
principal amount of $18,385,250 which is incurred within the limit of up
to 11/2% of the value of the taxable property within the City permitted for
general municipal purposes without a vote.
(3) As of June 1, 2014, the City has no unlimited tax general obligation
indebtedness outstanding.
(g) For the purpose of providing the funds necessary to carry out the Refunding Plan,
to prepay the 2009 Bond and to pay the costs of issuance and sale of the Bonds, the City Council
finds that it is in the best interests of the City and its taxpayers to issue and sell the Bonds to the
Purchaser, pursuant to the terms set forth in the Bond Purchase Contract as approved by the
City's Designated Representative consistent with this ordinance.
Section 3. Authorization of Bonds. The City is authorized to borrow money on the
credit of the City and issue negotiable limited -tax general obligation refunding bonds evidencing
indebtedness in the amount of not to exceed $9,000,000 to provide funds necessary to carry out
the Refunding Plan and to pay the costs of issuance and sale of the Bonds.
Section 4. Descrimion of the lionds, Appointment ot'Q��sigggl& RU2jLesentative. The
Finance Director, or in his absence, the City Administrator, is appointed as the Designated
Representative of the City and is authorized and directed to conduct the sale of the Bonds in the
manner and upon the terms deemed most advantageous to the City, and to approve the Final
Terms of the Bonds, with such additional terms and covenants as the Designated Representative
deems advisable, within the following parameters:
(a) Principal Amount. The Bonds may be issued in one or more Series and shall not
exceed the aggregate principal amount of $9,000,000.
(b) Date or Dates. Each Bond shall be dated the Issue Date, which date may not be
later than June 1, 2015.
(c) Denominations, Series Designation, etc. The Bonds shall be issued in Authorized
Denominations and shall be numbered separately in the manner and shall bear any name and
additional designation as deemed necessary or appropriate by the Designated Representative.
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(d) Interest Rate(s). Each Bond shall bear interest at a fixed rate per annum
,�comCwcuted on the basis of a 360-da- - ear of twelve 30-dU, months�, from the Issue Date or from
the most recent date for which interest has been paid or duly provided for, whichever is later.
One or more rates of interest may be fixed for the Bonds. No rate of interest for any Bond may
exceed 5.5%, and the true interest cost to the City for each Series of Bonds may not excee4--
5.0%.
(e) Payment Dates. Interest shall be payable at fixed rates semiannually on dates
acceptable to the Designated Representative, commencing no later than one year following the
Issue Date. Principal payments shall commence on a date acceptable to the Designated
Representative and shall be payable at maturity or in mandatory redemption installments on
dates acceptable to the Designated Representative.
(g) Redemption Rights. The Designated Representative may approve in the Bond
Purchase Contract provisions for the optional and mandatory redemption of Bonds, subject to the
following:
(1) Optional Redemptio . Any Bond may be designated as being (A) subject
to redemption at the option of the City prior to its maturity date on the
dates and at the prices set forth in the Bond Purchase Contract; or (B) not
subject to redemption prior to its maturity date. If a Bond is designated as
subject to optional redemption prior to its maturity, it must be subject to
such redemption on one or more dates occurring not more than IOV2years
after the Issue Date.
(2) Mandatory- Redemptio . Any Bond may be designated as a Term Bond,
subject to mandatory redemption prior to its maturity on the dates and in
the amounts set forth in the Bond Purchase Contract.
(h) Price. The purchase price for each Series of Bonds may not be less than 95% or
more than 120% of the stated principal amount of that Series.
VITI "41
(i) Savings. There is a minimum net present value savings of 3.0% of the Refunded
0) Other Terms and Conditions
(1) A Series of Bonds may not be issued if it would cause the indebtedness of
the City to exceed the City's legal debt capacity on the Issue Date.
(2) The Designated Representative may determine whether it is in the City's
best interest to provide for bond insurance or other credit enhancement;
and may accept such additional terms, conditions and covenants as he may
determine are in the best interests of the City, consistent with this
ordinance.
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Registrar shall be responsible for any notice that is permitted or required to be given to z
Registered Owner except such notice as is required to be given by the Bond Registrar to the
Securities Depository.
Section 6. Form and Execution of Bonds,
(a) Form of Bonds; Signatures and Seal. Each Bond shall be prepared in a form
consistent with the provisions of this ordinance and State law, Each Bond shall be signed by the
Mayor and the City Clerk, either or both of whose signatures may be manual or in facsimile, and
the seal of the City or a facsimile reproduction thereof shall be impressed or printed thereon. If
f 2- iog I ignature a ears on a Bond ceases to be an officer of the
for that purpose, the City may invest money in the Bond Account temporarily in any legal
investment, and the investment earnings shall be retained in the Bond Account and used for the
purposes • that account.
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determine, but these additional mailings shall not be a condition precedent to the redemption of
any Bond.
(e) Rescission of Optional Redemption Notice. In the case of an optional redemption,
the notice of redemption may state that the City retains the right to rescind the redemption notice
and the redemption by giving a notice of rescission to the affected Registered Owners at any time
on or prior to the date fixed for redemption. Any notice of optional redemption that is so
rescinded shall be of no effect, and each Bond for which a notice of redemption has been
rescinded shall remain outstanding,
(f) Effect of Redemption. Interest on each Bond called for redemption shall cease to
accrue on the date fixed for redemption, unless either the notice of optional redemption is
rescinded as set forth above, or money sufficient to effect such redemption is not on deposit in
the Bond Fund or in a trust account established to refund or defease the Bond.
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*f the Code are applicable to the Bonds, take all actions necessary to comply (or to be treated as
having complied) with those requirements in connection with the Bonds.
(b) Post -Issuance Compliance. The Designated Representative is authorized and
firected to adopt and implement the City's written procedures to facilitate compliance by the
City with the covenants in this ordinance and the applicable requirements of the Code that must
be satisfied after the Issue Date to prevent interest on the Bonds from being included in gross
income for federal tax purposes.
(c) Designation of Bonds as "Qualified Tax -Exempt Obligations. " The Bonds may
be designated as "qualified tax-exempt obligations" for the purposes of Section 265(b)(3) of ths
Code, if the following conditions are met:
(1) the Bonds do not constitute "private activity bonds" within the meaning of
Section 141 of the Code;
(2) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds and other obligations not required to be included in
such calculation) that the City and any entity subordinate to the City
(including any entity that the City controls, that derives its authority to
issue tax-exempt obligations from the City, or that issues tax-exempt
obligations on behalf of the City) will issue during the calendar year in
which the Bonds are issued will not exceed $ 10,000,000; and
(3) the amount of tax-exempt obligations, including the Bonds, designated b
the City as "qualified tax-exempt obligations" for the purposes•
Section 265(b)(3) of the Code during the calendar year in which the Bon
are issued does not exceed $10,000,000.
Section 13. Refunding or Defeasance of the Bonds. The City may issue refunding
bonds pursuant to State law or use money available from any other lawful source to carry out a
refunding or defeasance plan, which may include (a) paying when due the principal of and
interest on any or all of the Bonds (the "defeased Bonds"); (b) redeeming the defeased Bonds
prior to their maturity; and (c) paying the costs of the refunding or defeasance. If the City sets
aside in a special trust fund or escrow account irrevocably pledged to that redemption or
defeasance (the "trust account"), money and/or Government Obligations maturing at a time or
times and bearing interest in amounts sufficient to redeem, refund or defease the defeased Bonds
in accordance with their terms, then all right and interest of the Owners of the defeased Bonds in
the covenants of this ordinance and in the funds and accounts obligated to the payment of the
defeased Bonds shall cease and become void. Thereafter, the Owners of defeased Bonds shall
have the right to receive payment of the principal of and interest on the defeased Bonds solely
from the trust account and the defeased Bonds shall be deemed no longer outstanding. In that
event, the City may apply money remaining in any fund or account (other than the trust account)
established for the payment or redemption of the defeased Bonds to any lawful purpose,
Unless otherwise specified by the City in a refunding or defeasance plan, notice of
refunding or defeasance shall be give, and selection of Bonds for any partial refunding or
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defeasance shall be conducted, in the manner prescribed in this ordinance for the redemption of
Bonds.
• . I• -'- I•-• :• •
(a) Appointment of Refunding Trustee. The Designated Representative is authorized
to appoint a Refunding Trustee in connection with the Bonds.
• e of '♦ i ♦ •ss; Acquisition of i Obligations, A suffici-amount
of the proceeds of the sale of the Bonds shall be deposited immediately upon the receipt thereof
with the Refunding Trustee and used to discharge the obligations of the City relating to the
Refunded Bonds under Ordinance No. 1321 by providing for the payment of the amounts
required to be paid by the Refunding Plan. To the extent practicable, such obligations shall be
discharged fully by Refunding `• purchase of • • Obligations,
bearing such interest and maturing as to principal and interest in such amounts and at such times
so as to provide, together with a beginning cash balance, if necessary, for the payment of the
amount required to be paid by the Refunding Plan. The Acquired Obligations, if acquired, will be
listed and more particularly described in an exhibit to be attached to the Refunding Trust
Agreement between the City and the Refunding Trustee, but are subject to substitution as set
forth below. Any Bond proceeds or other money deposited with the Refunding Trustee not
needed to purchase the Acquired Obligations and provide a beginning cash balance, if any, and
pay the costs of issuance of the Bonds shall be returned to the City at the time of delivery of the
Bonds to the initial purchaser thereof and deposited in the Bond Account to pay interest on the
Bonds.
If payment of • of of Bonds is nota-ai in the Refunding Plan,
the Bond proceeds that are not deposited with the Refunding Trustee will be deposited with th'i
City to be used to pay the costsof of Bonds.
The remaining proceeds of - sale of Bonds shall be used to prepay 10• Bond
on or about the Issue Date of on
(c) Substitution of Acquired Obligations. Prior to the purchase of any Acquired
Obligations by the Refunding Trustee, the City reserves the right to substitute other direct,
noncallable obligations of the United States of America ("Substitute Obligations") for any of the
Acquired Obligations and to use any savings created thereby forpurpose
` opinion of bond counsel,on Bonds and the Refunded Bonds
will remain excluded from gross income for federal income tax purposes under Sections 103,
148, and 149(d) of the Code, and (b) such substitution shall not impair the timely payment of the
amounts required to be paid by the Refunding Plan, as verified by a nationally recognized
independent -• public •
After the purchase of the Acquired Obligations by the Refunding Trustee, the City
reserves the right to substitute therefor cash or r ` Obligations sur • the conditions
moneythat such or f by - Refunding be sufficient to carry out the
Refunding Plan, that such substitution will not cause the Bonds or the Refunded Bonds to be
arbitrage bonds within the meaning of Section 148 of the Code and regulations thereunder in
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m
The proper City officials are authorized and directed to give or cause to be given such
notices as required, at the times and in the manner required, pursuant to Ordinance No. 1321 in
*rder to effect the redemption prior to their maturity of the Refunded Bonds.
Section 16. Findings with Respect to Refunding. The City Council authorizes the
Designated Representative to issue the Bonds if it will achieve debt service savings to the City
and is in the best interest of the City and its taxpayers. In making such finding and determination,
the Designated Representative will give consideration to the fixed maturities of the Bonds and
the Refunded Bonds, the costs of issuance of the Bonds and the known earned income from the
investment of the proceeds of the issuance and sale of the Bonds and other money of the City
used in the Refunding Plan, if any, pending payment and redemption of the Refunded Bonds.
The Designated Representative may also purchase Acquired Obligations to be deposited
with the Refunding Trustee, together with the income therefrom, and with any necessary
beginning cash balance, which will be sufficient to redeem the Refunded Bonds and will
discharge and satisfy the obligations of the City under Ordinance No. 1321 with respect to the
Refunded Bonds, and the pledges, charges, trusts, covenants, and agreements of the City therein
made or provided for as to the Refunded Bonds, and that the Refunded Bonds shall no longer be
deemed to be outstanding under such ordinance immediately upon the deposit of such money
with the Refunding Trustee.
(a) Manner of Sale of Bonds; Delivery of Bonds. The Designated Representative is
authorized to sell each Series of the Bonds by negotiated sale based on the assessment of the
Designated Representative of market conditions, in consultation with appropriate City officials
and staff, Bond Counsel and other advisors. In determining and accepting the Final Terms, the
Designated Representative shall take into account those factors that, in the judgment of the
Designated Representative, may be expected to result in the lowest true interest cost to the City.
(b) Preparation, Execution and Delivery of the Bonds. The Bonds will be prepared at
City expense and will be delivered to the Purchaser in accordance with the Bond Purchase
Contract, together with the approving legal opinion of Bond Counsel regarding the Bonds.
(a) Preliminary Of
ficial Statement Deemed Final. The Designated Representative
shall review and, if acceptable to him, approve the form of the preliminary official statement
prepared in connection with each sale of a Series of the Bonds to the public. For the sole purpose
of the Purchaser's compliance with paragraph (b)(1) of Rule 15c2-12, the Designated
Representative is authorized to deem that preliminary official statement final as of its date,
except for the omission of information permitted to be omitted by Rule 15c2-12, The City
approves the distribution to potential purchasers of the Bonds of a preliminary official statement
that has been approved by the Designated Representative and deemed final in accordance with
this subsection.
(b) Approval of Final Official Statement. The City approves the preparation of a final
official statement for each Series of the Bonds to be sold to the public in the form of the
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preliminary official statement that has been approved and deemed final in accordance with
subsection (a), with such modifications and amendments as the Designated Representative deems
necessary or desirable, and further authorizes Designated Representative to execute and deliver
such final official statement to the Purchaser. The City authorizes and approves the distribution
by the Purchaser of the final official statement to purchasers and potential purchasers of the
Bonds.
Section 19. Continuing Disclosure. To meet the requirements of paragraph (b)(5) of
&ule l5c2-12, as applicable to a participating underwriter for the Bonds, the City makes the
following written Undertaking for the benefit of holders of the Bonds:
(a) Undertaking to Provide Annual Financial Information and Notice of Listed
Events. The City undertakes to provide or cause to be provided, either directly or through a
designated agent, to the MSRB, in an electronic format as prescribed by the MSRB,
accompanied by identifying information as prescribed by the MSRB:
(1) Annual financial information and operating data of the type included in
the final official statement for the Bonds and described in paragraph (b)
("annual financial information");
(2) Timely notice (not in excess of 10 business days after the occurrence c
the event) of the occurrence of any of the following events with respect t
the Bonds: (1) principal and interest payment delinquencies; (2) nor
payment related defaults, if material; (3) unscheduled, draws on del
service reserves reflecting financial difficulties; (4) unscheduled draws o
credit enhancements reflecting- financial- difficulties; (5) substitution c
credit or liquidity providers, or their failure to perform; (6) adverse ta
opinions, the issuance by the Internal Revenue Service of proposed c
final determinations of taxability, Notice of Proposed Issue (IRS Forl
5701 — TEB) or other material notices or determinations with respect t
the tax status of the Bonds; (7) modifications to rights of holders of th
Bonds, if material; (8) bond calls (other than scheduled mandator
redemptions of Term Bonds), if material, and tender offer!
(9) defeasances; (10) release, substitution, or sale of property securin•
repayment of the Bonds, if material; (11) rating changes; (12) bankruptcl,
insolvency, receivership or similar event of the City, as such "Bankruptc
Events" are defined in Rule 15c2-12; (13) the consummation of a merge.
consolidation, or acquisition involving the City or the sale of all c
substantially all of the assets of the City other than in the ordinary cours
of business, the entry into a definitive agreement to undertake such a
action or the termination of a definitive agreement relating to any sue
actions, other than pursuant to its terms, if material; and (14) appointmer
of a successor or additional trustee or the change of name of a trustee,
material.
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(3) Timely notice of a failure by the City to provide required annual financial
information on or before the date specified in paragraph (b).
(b) Type of Annual Financial Information Undertaken to be Provided, The annual
financial information that the City undertakes to provide in paragraph (a):
(4) Shall consist of (1) annual financial statements prepared (except as notes
in the financial statements) in accordance with applicable generallN
accepted accounting principles applicable to local governmental units C
the State such as the City, as such principles may be changed from time t
time, which statements may be unaudited, provided, that if and whie
audited financial statements are prepared and available they will
provided; (2) principal amount of general obligation bonds outstanding
the end of the applicable fiscal year; (3) assessed valuation for that fisc
year; and (4) property tax levy amounts and rates for that fiscal year;
(5) Shall be provided not later than the last day of the ninth month after the
end of each fiscal year of the City (currently, a fiscal year ending
December 31), as such fiscal year may be changed as required or
permitted by State law, commencing with the City's fiscal year ending
December 31, 2014; and
(6) May be provided in a single or multiple documents, and may be
incorporated by specific reference to documents available to the public on
the Internet website of the MSR13 or filed with the SEC.
(c) Amendment of Undertaking. The Undertaking is subject to amendment after the
primary offering of the Bonds without the consent -of any holder of any Bond, or -of any broker,
dealer, municipal securities dealer, participating underwriter, Rating Agency or the MSRB,
under the circumstances and in the manner permitted by Rule 15c2-12. The City will give notice
to the MSRB of the substance (or provide a copy) of any amendment to the Undertaking and a
brief statement of the reasons for the amendment. If the amendment changes the type of annual
financial information to be provided, the annual financial information containing the amended
financial information will include a narrative explanation of the effect of that change on the type
of information to be provided.
(d) Beneficiaries. The Undertaking evidenced by this section shall inure to the benefit
of the City and the Beneficial Owner holder of a Bond, and shall not inure to the benefit of or
create any rights in any other person.
(e) Termination of Undertaking. The City's obligations under the Undertaking shall
terminate upon the legal defeasance of all of the Bonds. In addition, the City's obligations under
the Undertaking shall terminate if the provisions of Rule 15c2-12 that require the City to comply
with the Undertaking become legally inapplicable in respect of the Bonds for any reason, as
confirmed by an opinion of Bond Counsel delivered to the City, and the City provides timely
notice of such termination to the MSRB.
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51293098 5
(f) Remedyfor Failure to Comply with Undertaking. As soon as practicable after the
City learns of any failure to comply with the Undertaking, the City will proceed with due
diligence to cause such noncompliance to be corrected. No failure by the City or other obligated
person to comply with the Undertaking shall constitute a default in respect of the Bonds, The
sole remedy of any holder of a Bond shall be to take action to compel the City or other obligated
person to comply with the Undertaking, including seeking an order of specific performance from
an appropriate court,
(g) Designation of Official Responsible to Administer Undertaking. The Designated
Representative of the City (or such other officer of the City who may in the future perform the
duties of that office) or his or her designee is authorized and directed in his or her discretion to
take such further actions as may be necessary, appropriate or convenient to carry out the
Undertaking and in accordance with Rule 15c2-12 including the following actions:
(1) Preparing and filing the annual financial information undertaken to be
provided;
(2) Determining whether any event specified in paragraph (a) has occurred,
assessing its materiality, where necessary, with respect to the Bonds, and
preparing and disseminating any required notice of its occurrence;
(3) Determining whether any person other than the City is an "obligated
person" within the meaning of Rule 15c2-12 with respect to the Bonds,
and obtaining from such person an undertaking to provide any annual
financial information and notice of listed events for that person required
under Rule 15c2-12;
(4)_ -Selecting, engaging and compensating designated agents and consultants,
including financial advisors and legal counsel, to assist and advise the City
in carrying out the Undertaking; and
(5) Effecting any necessary amendment of the Undertaking.
Section 20. Supplemental and Amendatory Ordinances, The City may supplement or
amend this ordinance for any one or more of the following purposes without the consent of any
Owners of the Bonds:
(b) To cure any ambiguities, or to cure, correct or supplement any defective provision
contained in this ordinance in a manner that does not materially adversely affect the interest of
the Beneficial Owners of the Bonds.
Section 2 1. General Authorization and Ratification. The Mayor, City Clerk,
Designated Representative and other appropriate officers of the City are severally authorized to
take such actions and to execute such documents as in their judgment may be necessary or
desirable to carry out the transactions contemplated in connection with this ordinance, and to do
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5 129109?, 5
everything necessary for the prompt delivery of the Bonds to the Purchaser and for the proper
application, use and investment of the proceeds of the Bonds. All actions taken prior to the
effective date of this ordinance in furtherance of the purposes described in this ordinance and not
inconsistent with the terms of this ordinance are ratified and confirmed in all respects.
Section 22. Severability. The provisions of this ordinance are declared to be separate
and severable. If a court of competent jurisdiction, all appeals having been exhausted or all
appeal periods having run, finds any provision of this ordinance to be invalid or unenforceable as
to any person or circumstance, such offending provision shall, if feasible, be deemed to be
modified to be within the limits of enforceability or validity. However, if the offending provision
cannot be so modified, it shall be null and void with respect to the particular person or
circumstance, and all other provisions of this ordinance in all other respects, and the offending
[arovision with respect to all other persons and all other circumstances, shall remain valid and
enforceable.
111101INWArt
PASSED by the City Council and APPROVED by the Mayor of the City of Arlington,
Washington, at an open public meeting thereof, this 7 1h day of July, 2014.
Mayor
ENNENUMS
Cityy�Ok
APPROVED AS TO FORM:
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51293098 5
FKWIMMS�lw
1, the undersigned, City Clerk of the City of Arlington, Washington (the "City"), hereby
certify as follows:
1. The attached copy of Ordinance No. 2014-008 (the "Ordinance") is a full, true and
correct copy of an ordinance duly passed at a regular meeting of the City Council of the City
held at the regular meeting place thereof on July 7, 2014, as that ordinance appears on the minute
book of the City.
2. The Ordinance will be in full force and effect five days after publication in the City's
official newspaper, which publication date was July 10, 2014,
3. A quorum of the members of the City Council was present throughout the meeting
and a majority of the members voted in the proper manner for the passage of the Ordinance,
MEMBEMAKINAIM,
CITY OF ARLINGTON, WASHINGTON
City C4
all -MR=