HomeMy WebLinkAbout4720 Ordinance - LTGO Bond 2024 for TIF AreaFG: 102496223.4
CITY OF PASCO, WASHINGTON
ORDINANCE NO. 4720
AN ORDINANCE of the City of Pasco, Washington, relating to
contracting indebtedness; providing for the issuance, sale and delivery of not to
exceed $39,000,000 aggregate principal amount of limited tax general obligation
bonds to provide funds to make infrastructure improvements in respect of the
Broadmoor Increment Area designated by Ordinance No. 4618 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 related matters.
Passed: July 1, 2024
This document prepared by:
Foster Garvey P.C.
1111 Third Avenue, Suite 3000
Seattle, Washington 98101
(206) 447-4400
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TABLE OF CONTENTS*
Page
Section 1. Definitions............................................................................................................... 1
Section 2. Findings and Determinations .................................................................................. 4
Section 3. Authorization of Bonds ........................................................................................... 5
Section 4. Description of the Bonds; Appointment of Designated Representative ................. 5
Section 5. Bond Registrar; Registration and Transfer of Bonds .............................................. 6
Section 6. Form and Execution of Bonds ................................................................................ 7
Section 7. Payment of Bonds ................................................................................................... 7
Section 8. Funds and Accounts; Deposit of Bond Proceeds .................................................... 7
Section 9. Redemption Provisions and Purchase of Bonds ..................................................... 8
Section 10. Failure to Pay Bonds ............................................................................................... 9
Section 11. Pledge of Taxes and Tax Allocation Revenues ...................................................... 9
Section 12. Tax Covenants ...................................................................................................... 10
Section 13. Refunding or Defeasance of the Bonds ................................................................ 10
Section 14. Sale and Delivery of the Bonds ............................................................................ 11
Section 15. Official Statement; Continuing Disclosure ........................................................... 11
Section 16. Supplemental and Amendatory Ordinances.......................................................... 12
Section 17. General Authorization and Ratification ................................................................ 12
Section 18. Severability ........................................................................................................... 12
Section 19. Effective Date of Ordinance ................................................................................. 12
Exhibit A Parameters for Final Terms
Exhibit B Form of Undertaking to Provide Continuing Disclosure
*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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FG: 102496223.4
CITY OF PASCO, WASHINGTON
ORDINANCE NO. 4720
AN ORDINANCE of the City of Pasco, Washington, relating to
contracting indebtedness; providing for the issuance, sale and delivery of not to
exceed $39,000,000 aggregate principal amount of limited tax general obligation
bonds to provide funds to make infrastructure improvements in respect of the
Broadmoor Increment Area designated by Ordinance No. 4618 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 related matters.
THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON, DO ORDAIN as
follows:
Section 1. Definitions. As used in this ordinance, the following capitalized terms shall
have the following meanings:
(a)“Authorized Denomination” means $5,000 or any integral multiple thereof within
a maturity.
(b)“Beneficial Owner” means, with respect to a Bond, the owner of any beneficial
interest in that Bond.
(c)“Bond” means each bond issued pursuant to and for the purposes provided in this
ordinance.
(d)“Bond Counsel” means the firm of Foster Garvey P.C., its successor, or any other
attorney or firm of attorneys selected by the City with a nationally recognized standing as bond
counsel in the field of municipal finance.
(e)“Bond Fund” means the Limited Tax General Obligation Bond Fund, 2024, of the
City created for the payment of the principal of and interest on the Bonds.
(f)“Bond Purchase Contract” means an offer to purchase a Series of Bonds setting
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 consistent
with this ordinance.
(g)“Bond Register” means the books or records maintained by the Bond Registrar for
the purpose of identifying ownership of each Bond.
(h)“Bond Registrar” means the Fiscal Agent, or any successor bond registrar selected
by the City.
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(i) “City” means the City of Pasco, Washington, a municipal corporation duly
organized and existing under the laws of the State.
(j) “City Clerk” means the City Clerk of the City or the successor to the functions of
that officer.
(k) “City Council” means the legislative authority of the City, as duly and regularly
constituted from time to time.
(l) “City Manager” means the City’s City Manager or such other officer of the City
who succeeds to substantially all of the responsibilities of that office.
(m) “Code” means the United States Internal Revenue Code of 1986, as amended, and
applicable rules and regulations promulgated thereunder.
(n) “Deputy City Manager” means the City’s Deputy City Manager or such other
officer of the City who succeeds to substantially all of the responsibilities of that office.
(o) “DTC” means The Depository Trust Company, New York, New York, or its
nominee.
(p) “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).
(q) “Final Terms” means the terms and conditions for the sale of a Series of 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.
(r) “Finance Director” means the City’s Finance Director or such other officer of the
City who succeeds to substantially all of the responsibilities of that office.
(s) “Fiscal Agent” means the fiscal agent of the State, as the same may be designated
by the State from time to time.
(t) “Government Obligations” has the meaning given in RCW 39.53.010, as now in
effect or as may hereafter be amended.
(u) “Increment Area” has the meaning ascribed to such term in the Increment Area
Ordinance and includes the 671 acres of land designated by Section 2 of the Increment Area
Ordinance as the “Broadmoor Increment Area.”
(v) “Increment Area Ordinance” means Ordinance No. 4618, passed by the City
Council on October 31, 2022, designating the Increment Area and providing for related matters.
(w) “Increment Value” means 100 percent of any increase in the true and fair value of
real property in the Increment Area that is placed on the tax rolls after June 1, 2023.
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(x)“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.
(y)“Letter of Representations” means the Blanket Issuer Letter of Representations
between the City and DTC dated August 31, 1998, as it may be amended from time to time, and
any successor or substitute letter relating to the operational procedures of the Securities
Depository.
(z)“Mayor” means the Mayor of the City or the successor to the functions of that
office.
(aa) “MSRB” means the Municipal Securities Rulemaking Board.
(bb) “Official Statement” means an offering document, disclosure document, private
placement memorandum or substantially similar disclosure document provided to purchasers and
potential purchasers in connection with the initial offering of the Bonds in conformance with Rule
15c2-12 or other applicable regulations of the SEC.
(cc)“Owner” means, without distinction, the Registered Owner and the Beneficial
Owner.
(dd) “Projects” means the public infrastructure improvements located within or outside
of and serving the Increment Area and identified in Section 4 of the Increment Area Ordinance.
Without limiting the foregoing, the term “Projects” includes:
(1)Water supply improvements needed to connect the Increment Area with the
City’s domestic water system to provide water service to the Increment
Area;
(2)Sewer and wastewater improvements needed to connect to the City’s
sanitary sewer system to provide sewer service to the Increment Area;
(3)Streets, roads, streetlights and other road improvements needed to serve the
Increment Area; and
(4)Costs related to the issuance, sale and delivery of the Bonds and incidental
costs incurred in connection with carrying out and accomplishing the
Projects, consistent with RCW 39.46.070.
(ee) “Project Account” means the account of the City created by the Finance Director
into which proceeds of the Bonds are deposited for the purpose of carrying out the Projects.
(ff) “Purchaser” means D.A. Davidson & Co. of Seattle, Washington, or such other
purchaser of the Bonds whose offer is accepted by the Designated Representative in accordance
with this ordinance.
(gg) “Rating Agency” means any nationally recognized rating agency then maintaining
a rating on the Bonds at the request of the City.
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FG: 102496223.4
(hh) “Record Date” means the Bond Registrar’s close of business on the 15th 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.
(ii) “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.
(jj) “Rule 15c2-12” means Rule 15c2-12 promulgated by the SEC under the Securities
Exchange Act of 1934, as amended.
(kk) “SEC” means the United States Securities and Exchange Commission.
(ll) “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.
(mm) “Series of Bonds” or “Series” means a series of the Bonds issued pursuant to this
ordinance.
(nn) “State” means the State of Washington.
(oo) “System of Registration” means the system of registration for the City’s bonds and
other obligations set forth in Ordinance No. 2845 of the City.
(pp) “Tax Allocation Revenues” means those revenues derived from the imposition of
regular property taxes on the Increment Value.
(qq) “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.
(rr) “Undertaking” means the undertaking to provide continuing disclosure entered into
pursuant to Section 15(c) of this ordinance.
Section 2. Findings and Determinations. The City takes note of the following facts
and makes the following findings and determinations:
(a) Authority and Description of Projects. Pursuant to the Increment Area Ordinance,
the City designated the Increment Area and identified the Projects to be paid, repaid or reimbursed
from Tax Allocation Revenues and/or limited tax general obligation bonds secured by Tax
Allocation Revenues and other regular property tax revenues, other lawfully available revenues
and the full faith, credit and resources of the City, including without limitation the Bonds. The
City is in need of the Projects to encourage major private development that will not occur without
the construction of the Projects. The City Council therefore finds that it is in the best interests of
the City to carry out the Projects.
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FG: 102496223.4
(b) Plan of Financing. Pursuant to applicable law, including without limitation
chapters 39.36, 39.44, 39.46 and 39.114 RCW, the City is authorized to issue general obligation
bonds for the purpose of paying, repaying or reimbursing costs of the Projects. The total expected
cost of the Projects is approximately $39,000,000, which is expected to be financed with proceeds
of the Bonds, other funds of the City and other sources.
(c) Debt Capacity. The maximum amount of indebtedness authorized by this
ordinance is $39,000,000. 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 2024 is $12,331,147,293.
(2) As of March 31, 2024, the City had limited tax general obligation
indebtedness, consisting of bonds, notes, leases and conditional sales
contracts outstanding in the principal amount of $37,876,000, which is
incurred within the limit of up to 1½% of the value of the taxable property
within the City permitted for general municipal purposes without a vote.
(3) As of March 31, 2024, the City had no outstanding unlimited tax general
obligation indebtedness.
(d) The Bonds. For the purpose of providing the funds necessary to pay or reimburse
costs of the Projects 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 bonds in one or more Series
evidencing indebtedness in the aggregate principal amount not to exceed $39,000,000 to provide
funds necessary to carry out the Projects and to pay the costs of issuance and sale of the Bonds.
The proceeds of the Bonds allocated to paying the cost of the Projects shall be deposited as set
forth in Section 8 of this ordinance and shall be used to carry out the Projects, or a portion of the
Projects, in such order of time as the City determines is advisable and practicable.
Section 4. Description of the Bonds; Appointment of Designated Representative. The
City Manager, the Deputy City Manager and the Finance Director each are appointed as the
Designated Representative of the City and each of them acting alone 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 parameters set forth in Exhibit A,
which is attached to this ordinance and incorporated by this reference.
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FG: 102496223.4
Section 5. Bond Registrar; Registration and Transfer of Bonds.
(a)Registration of Bonds; Bond Register. Each Bond shall be issued only in registered
form as to both principal and interest and the ownership of each Bond shall be recorded on the
Bond Register. The Bond Register shall contain the name and mailing address of each Registered
Owner and the principal amount and number of each Bond held by each Registered Owner.
(b)Bond Registrar; Duties. The Fiscal Agent is appointed as initial Bond Registrar.
The Bond Registrar shall keep, or cause to be kept, the Bond Register, which shall be open to
inspection by the City at all times. The Bond Registrar is authorized, on behalf of the City, to
authenticate and deliver Bonds transferred or exchanged in accordance with the provisions of the
Bonds and this ordinance, to serve as the City’s paying agent for the Bonds and to carry out all of
the Bond Registrar’s powers and duties under this ordinance and the System of Registration. The
Bond Registrar shall be responsible for its representations contained in the Bond Registrar’s
Certificate of Authentication on each Bond. The Bond Registrar may become an Owner with the
same rights it would have if it were not the Bond Registrar and, to the extent permitted by law,
may act as depository for and permit any of its officers or directors to act as members of, or in any
other capacity with respect to, any committee formed to protect the rights of Owners.
(c)Transfer or Exchange. A Bond surrendered to the Bond Registrar may be
exchanged for a Bond or Bonds in any Authorized Denomination of an equal aggregate principal
amount and of the same interest rate and maturity. A Bond may be transferred only if endorsed in
the manner provided thereon and surrendered to the Bond Registrar. Any exchange or transfer
shall be without cost to the Owner or transferee. The Bond Registrar shall not be obligated to
exchange any Bond or transfer registered ownership during the period between the applicable
Record Date and the next upcoming interest payment or redemption date.
(d)Securities Depository; Book-Entry Only Form. DTC is appointed as initial
Securities Depository. Each Bond initially shall be registered in the name of Cede & Co., as the
nominee of DTC. Each Bond registered in the name of the Securities Depository shall be held
fully immobilized in book-entry only form by the Securities Depository in accordance with the
provisions of the Letter of Representations. Registered ownership of any Bond registered in the
name of the Securities Depository may not be transferred except: (i) to any successor Securities
Depository; (ii) to any substitute Securities Depository appointed by the City; or (iii) to any person
if the Bond is no longer to be held in book-entry only form. Upon the resignation of the Securities
Depository, or upon a termination of the services of the Securities Depository by the City, the City
may appoint a substitute Securities Depository. If (i) the Securities Depository resigns and the
City does not appoint a substitute Securities Depository, or (ii) the City terminates the services of
the Securities Depository, the Bonds no longer shall be held in book-entry only form and the
registered ownership of each Bond may be transferred to any person as provided in this ordinance.
Neither the City nor the Bond Registrar shall have any obligation to participants of any
Securities Depository or the persons for whom they act as nominees regarding accuracy of any
records maintained by the Securities Depository or its participants. Neither the City nor the Bond
Registrar shall be responsible for any notice that is permitted or required to be given to a Registered
Owner except such notice as is required to be given by the Bond Registrar to the Securities
Depository.
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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
any officer whose manual or facsimile signature appears on a Bond ceases to be an officer of the
City authorized to sign bonds before the Bond bearing his or her manual or facsimile signature is
authenticated by the Bond Registrar, or issued or delivered by the City, that Bond nevertheless
may be authenticated, issued and delivered and, when authenticated, issued and delivered, shall be
as binding on the City as though that person had continued to be an officer of the City authorized
to sign bonds. Any Bond also may be signed on behalf of the City by any person who, on the
actual date of signing of the Bond, is an officer of the City authorized to sign bonds, although he
or she did not hold the required office on its Issue Date.
(b)Authentication. Only a Bond bearing a Certificate of Authentication in
substantially the following form, manually signed by the Bond Registrar, shall be valid or
obligatory for any purpose or entitled to the benefits of this ordinance: “Certificate of
Authentication. This Bond is one of the fully registered City of Pasco, Washington, Limited Tax
General Obligation Bonds, [Series], described in the Bond Ordinance.” The authorized signing of
a Certificate of Authentication shall be conclusive evidence that the Bond so authenticated has
been duly executed, authenticated and delivered and is entitled to the benefits of this ordinance.
Section 7. Payment of Bonds. Principal of and interest on each Bond shall be payable
in lawful money of the United States of America. Principal of and interest on each Bond registered
in the name of the Securities Depository is payable in the manner set forth in the Letter of
Representations. Interest on each Bond not registered in the name of the Securities Depository is
payable by electronic transfer on the interest payment date, or by check or draft of the Bond
Registrar mailed on the interest payment date to the Registered Owner at the address appearing on
the Bond Register on the Record Date. The City is not required to make electronic transfers except
pursuant to a request by a Registered Owner in writing received on or prior to the Record Date and
at the sole expense of the Registered Owner. Principal of each Bond not registered in the name of
the Securities Depository is payable upon presentation and surrender of the Bond by the Registered
Owner to the Bond Registrar. The Bonds are not subject to acceleration under any circumstances.
Section 8. Funds and Accounts; Deposit of Bond Proceeds.
(a)Bond Fund. The Bond Fund is created as a special fund of the City for the sole
purpose of paying principal of and interest on the Bonds. Accrued interest on the Bonds, if any,
shall be deposited into the Bond Fund. All amounts allocated to the payment of the principal of
and interest on the Bonds shall be deposited in the Bond Fund as necessary for the timely payment
of amounts due with respect to the Bonds. The principal of and interest on the Bonds shall be paid
out of the Bond Fund. Until needed for that purpose, the City may invest money in the Bond Fund
temporarily in any legal investment, and the investment earnings shall be retained in the Bond
Fund and used for the purposes of that fund.
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(b)Project Account. The Project Account has been previously created as an account
of the City for the purpose of paying the costs of the Projects. Proceeds received from the sale and
delivery of the Bonds shall be deposited into the Project Account and used to pay the costs of the
Projects and costs of issuance of the Bonds. Until needed to pay such costs, the City may invest
those proceeds temporarily in any legal investment, and the investment earnings shall be retained
in the Project Account and used for the purposes of that fund, except that earnings subject to a
federal tax or rebate requirement (if applicable) may be withdrawn from the Project Account and
used for those tax or rebate purposes.
Section 9. Redemption Provisions and Purchase of Bonds.
(a)Optional Redemption. The Bonds shall be subject to redemption at the option of
the City on terms acceptable to the Designated Representative, as set forth in the Bond Purchase
Contract, consistent with the parameters set forth in Exhibit A.
(b)Mandatory Redemption. Each Bond that is designated as a Term Bond in the Bond
Purchase Contract, consistent with the parameters set forth in Exhibit A and except as set forth
below, shall be called for redemption at a price equal to the stated principal amount to be redeemed,
plus accrued interest, on the dates and in the amounts as set forth in the Bond Purchase Contract.
If a Term Bond is redeemed under the optional redemption provisions, defeased or purchased by
the City and surrendered for cancellation, the principal amount of the Term Bond so redeemed,
defeased or purchased (irrespective of its actual redemption or purchase price) shall be credited
against one or more scheduled mandatory redemption installments for that Term Bond. The City
shall determine the manner in which the credit is to be allocated and shall notify the Bond Registrar
in writing of its allocation prior to the earliest mandatory redemption date for that Term Bond for
which notice of redemption has not already been given.
(c)Selection of Bonds for Redemption; Partial Redemption. If fewer than all of the
outstanding Bonds are to be redeemed at the option of the City, the City shall select the Series and
maturities to be redeemed. If fewer than all of the outstanding Bonds of a maturity are to be
redeemed, the Securities Depository shall select Bonds registered in the name of the Securities
Depository to be redeemed in accordance with the Letter of Representations, and the Bond
Registrar shall select all other Bonds to be redeemed randomly in such manner as the Bond
Registrar shall determine. All or a portion of the principal amount of any Bond that is to be
redeemed may be redeemed in any Authorized Denomination. If less than all of the outstanding
principal amount of any Bond is redeemed, upon surrender of that Bond to the Bond Registrar,
there shall be issued to the Registered Owner, without charge, a new Bond (or Bonds, at the option
of the Registered Owner) of the same Series, maturity and interest rate in any Authorized
Denomination in the aggregate principal amount to remain outstanding.
(d)Notice of Redemption. Notice of redemption of each Bond registered in the name
of the Securities Depository shall be given in accordance with the Letter of Representations.
Notice of redemption of each other Bond, unless waived by the Registered Owner, shall be given
by the Bond Registrar not less than 20 nor more than 60 days prior to the date fixed for redemption
by first-class mail, postage prepaid, to the Registered Owner at the address appearing on the Bond
Register on the Record Date. The requirements of the preceding sentence shall be satisfied when
notice has been mailed as so provided, whether or not it is actually received by an Owner. In
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addition, the redemption notice shall be mailed or sent electronically within the same period to the
MSRB (if required under the Undertaking), to each Rating Agency, and to such other persons and
with such additional information as the Finance Director shall 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.
(g)Purchase of Bonds. The City reserves the right to purchase any or all of the Bonds
offered to the City or in the open market at any time at any price acceptable to the City plus accrued
interest to the date of purchase. All Bonds so purchased shall be canceled.
Section 10. Failure to Pay Bonds. If the principal of any Bond is not paid when the
Bond is properly presented at its maturity or date fixed for redemption, the City shall be obligated
to pay interest on that Bond at the same rate provided in the Bond from and after its maturity or
date fixed for redemption until that Bond, both principal and interest, is paid in full or until
sufficient money for its payment in full is on deposit in the Bond Fund, or in a trust account
established to refund or defease the Bond, and the Bond has been called for payment by giving
notice of that call to the Registered Owner.
Section 11. Pledge of Taxes and Tax Allocation Revenues. The Bonds constitute a
general indebtedness of the City and are payable from tax revenues of the City, Tax Allocation
Revenues and such other money as is lawfully available and pledged by the City for the payment
of principal of and interest on the Bonds.
(a)Property Taxes. For as long as any of the Bonds are outstanding, the City
irrevocably pledges that it shall, in the manner provided by law within the constitutional and
statutory limitations provided by law without the assent of the voters, include in its annual property
tax levy amounts sufficient, together with other money that is lawfully available, to pay principal
of and interest on the Bonds as the same become due. The full faith, credit and resources of the
City are pledged irrevocably for the prompt payment of the principal of and interest on the Bonds
and such pledge shall be enforceable in mandamus against the City.
(b)Tax Allocation Revenues. The City irrevocably pledges to apply the Tax Allocation
Revenues to the payment of the principal of and premium, if any, and interest on the Bonds when
due. The City pledges and covenants to the fullest extent permitted by law, that the City’s
entitlement to the Tax Allocation Revenues shall be maintained, continued and enforced until the
Bonds, including all principal and premium, if any, and interest, are fully paid and retired. Upon
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receipt, Tax Allocation Revenues shall be used for the following purposes only and shall be applied
in the following order of priority:
(1)To pay interest on the Bonds when due;
(2)To pay principal of and premium, if any, on the Bonds when due, whether
at maturity or pursuant to mandatory sinking fund redemption or optional
redemption;
(3)To make payments when due under any reimbursement agreement entered
into in connection with bond insurance;
(4)To pay, repay or reimburse costs of the Projects;
(5)To repay or reimburse the City for payments of principal of and premium,
if any, and interest on the Bonds at any time made by the City from any
source other than Tax Allocation Revenues; and
(6)To retire by redemption or purchase any outstanding Bonds.
Section 12. Tax Covenants.
(a)Preservation of Tax Exemption for Interest on Bonds. The City covenants that it
will take all actions necessary to prevent interest on the Bonds from being included in gross income
for federal income tax purposes, and it will neither take any action nor make or permit any use of
proceeds of the Bonds or other funds of the City treated as proceeds of the Bonds that will cause
interest on the Bonds to be included in gross income for federal income tax purposes. The City
also covenants that it will, to the extent the arbitrage rebate requirements of Section 148 of 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 Finance Director is authorized and directed to
review and update 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.
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
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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 given, and selection of Bonds for any partial refunding or
defeasance shall be conducted, in the manner prescribed in this ordinance for the redemption of
Bonds.
Section 14. Sale and Delivery of the Bonds.
(a)Manner of Sale of Bonds; Delivery of Bonds. The Designated Representative is
authorized to sell the Bonds in one or more Series by negotiated sale to the Purchaser, 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 accepting the Final Terms
of each Series, 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. The Bond Purchase Contract for each Series shall set forth the Final Terms. The
Designated Representative is authorized to execute the Bond Purchase Contract for each Series on
behalf of the City, so long as the terms provided therein are consistent with the terms of this
ordinance.
(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.
Section 15. Official Statement; Continuing Disclosure.
(a)Preliminary Official Statement Deemed Final. The Designated Representative
shall review and, if acceptable to him or her, approve the preliminary Official Statement prepared
in connection with each sale 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 been deemed final, if applicable, in accordance with this
subsection.
(b)Approval of Final Official Statement. The City approves the preparation of a final
Official Statement for the Bonds to be sold to the public in the form of the 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 the Designated Representative to execute and deliver such final Official
Statement to the Purchaser if required under Rule 15c2-12. The City authorizes and approves the
distribution by the Purchaser of the final Official Statement so executed and delivered to
purchasers and potential purchasers of the Bonds.
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FG: 102496223.4
(c)Undertaking to Provide Continuing Disclosure. If necessary to meet the
requirements of paragraph (b)(5) of Rule 15c2-12, as applicable to the Purchaser acting as a
participating underwriter for the Bonds, the Designated Representative is authorized to execute a
written undertaking to provide continuing disclosure for the benefit of holders of the Bonds in
substantially the form attached as Exhibit B.
Section 16. 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:
(a)To add covenants and agreements that do not materially adversely affect the
interests of Owners, or to surrender any right or power reserved to or conferred upon the City.
(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 17. General Authorization and Ratification. The 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 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 18. 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 provision with respect to
all other persons and all other circumstances, shall remain valid and enforceable.
Section 19. Effective Date of Ordinance. This ordinance shall take effect and be in
force from and after its passage and five days following its publication as provided by law.
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FG: 102496223.4
PASSED by the City Council and APPROVED by the Mayor of the City of Pasco,
Washington, at a regular open public meeting, this 1st day of July, 2024.
David Milne, Mayor Pro Tem
ATTEST:
Krystle Shanks, Deputy City Clerk
APPROVED AS TO FORM:
Foster Garvey P.C.
Bond Counsel
Exhibit A
A-1
FG: 102496223.4
EXHIBIT A
DESCRIPTION OF THE BONDS
(a)Principal Amount.The Bonds may be issued in one or more Series and shall
not exceed the aggregate principal amount of
$39,000,000.
(b)Date or Dates.Each Bond of a Series shall be dated its Issue Date.
(c)Denominations, Name, 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.
(d)Interest Rate(s).Each Bond shall bear interest at a fixed rate per annum
(computed on the basis of a 360-day year of twelve 30-
day 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 each Series of Bonds. No rate of interest for any
Bond may exceed 6.00%, and the true interest cost to the
City for each Series of Bonds may not exceed 5.50%.
(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 of such Series of Bonds. Principal payments shall
commence on a date acceptable to the Designated
Representative and shall be payable at maturity or in
mandatory redemption installments annually thereafter,
on dates acceptable to the Designated Representative.
(f)Final Maturity.The Bonds shall mature no later than the date that is 25
years after the Issue Date.
(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 Redemption. 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 subject to optional
redemption prior to its maturity, it must be subject
A-2
FG: 102496223.4
to such redemption on one or more dates occurring
not more than 10½ years after the Issue Date.
(2)Mandatory Redemption. 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 aggregate purchase price for the Bonds may not be
less than 98% or more than 140% of the stated principal
amount of the Bonds.
(i)Other Terms and Conditions. (1) The 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 or she may determine are in the best
interests of the City, consistent with this ordinance.
Exhibit B
B-1
FG: 102496223.4
[Form of]
UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE
City of Pasco, Washington
Limited Tax General Obligation Bonds, [Series]
The City of Pasco, Washington (the “City”), makes the following written Undertaking for
the benefit of holders of the above-referenced bonds (the “Bonds”), for the sole purpose of assisting
the Purchaser in meeting the requirements of paragraph (b)(5) of Rule 15c2-12, as applicable to a
participating underwriter for the Bonds. Capitalized terms used but not defined below shall have
the meanings given in Ordinance No. 4720 of the City (the “Bond Ordinance”).
(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:
(i)Annual financial information and operating data of the type included in the final
official statement for the Bonds and described in paragraph (b)(i) (“annual financial
information”);
(ii)Timely notice (not in excess of 10 business days after the occurrence of the event)
of the occurrence of any of the following events with respect to the Bonds:
(1)principal and interest payment delinquencies; (2) non-payment related defaults,
if material; (3) unscheduled draws on debt service reserves reflecting financial
difficulties; (4) unscheduled draws on credit enhancements reflecting financial
difficulties; (5) substitution of credit or liquidity providers, or their failure to
perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notice of Proposed Issue (IRS Form
5701 – TEB) or other material notices or determinations with respect to the tax
status of the Bonds, or other material events affecting the tax status of the Bonds;
(7)modifications to rights of holders of the Bonds, if material; (8) bond calls (other
than scheduled mandatory redemptions of Term Bonds), if material, and tender
offers; (9) defeasances; (10) release, substitution, or sale of property securing
repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy,
insolvency, receivership or similar event of the City, as such “Bankruptcy Events”
are defined in Rule 15c2-12; (13) the consummation of a merger, consolidation, or
acquisition involving the City or the sale of all or substantially all of the assets of
the City other than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive agreement
relating to any such actions, other than pursuant to its terms, if material;
(14)appointment of a successor or additional trustee or the change of name of a
trustee, if material; (15) incurrence of a financial obligation of the City or obligated
person, if material, or agreement to covenants, events of default, remedies, priority
rights, or other similar terms of a financial obligation of the City or obligated
person, any of which affect security holders, if material; and (16) default, event of
acceleration, termination event, modification of terms, or other similar events under
B-2
FG: 102496223.4
the terms of the financial obligation of the City or obligated person, any of which
reflect financial difficulties. The term “financial obligation” means a (i) debt
obligation; (ii) derivative instrument entered into in connection with, or pledged as
security or a source of payment for, an existing or planned debt obligation; or (iii)
guarantee of (i) or (ii). The term “financial obligation” shall not include municipal
securities as to which a final official statement has been provided to the MSRB
consistent with Rule 15c2-12.
(iii) Timely notice of a failure by the City to provide the required annual financial
information described in paragraph (b)(i) on or before the date specified in
paragraph (b)(ii).
(b) Type of Annual Financial Information Undertaken to be Provided. The annual
financial information that the City undertakes to provide in paragraph (a):
(i) Shall consist of (1) annual financial statements prepared (except as noted in the
financial statements) in accordance with applicable generally accepted accounting
principles applicable to local governmental units of the State such as the City, as
such principles may be changed from time to time; (2) principal amount of general
obligation bonds outstanding at the end of the applicable fiscal year; (3) assessed
valuation for that fiscal year; (4) property tax levy amounts and rates for that fiscal
year; and (5) a statement of revenues for that fiscal year from any other revenue
sources pledged to the Bonds;
(ii) 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, 20[__]; and
(iii) 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 MSRB or filed with the SEC.
If not submitted as part of the annual financial information described in paragraph (b)(i)
above, the City will provide or cause to be provided to the MSRB audited financial statements,
when and if available.
(c) Amendment of Undertaking. This 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.
B-3
FG: 102496223.4
(d)Beneficiaries. This Undertaking shall inure to the benefit of the City and the holder
of each 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 this Undertaking shall
terminate upon the legal defeasance, maturity or prior redemption of all of the Bonds. In addition,
the City’s obligations under this Undertaking shall terminate if the provisions of Rule 15c2-12 that
require the City to comply with this 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.
(f)Remedy for Failure to Comply with Undertaking. As soon as practicable after the
City learns of any failure to comply with this 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 this 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 this Undertaking, including seeking an order of specific performance from an
appropriate court.
(g)Designation of Official Responsible to Administer Undertaking. The Finance
Director or designee is the person designated, in accordance with the Bond Ordinance, to carry out
the Undertaking in accordance with Rule 15c2-12, including, without limitation, the following
actions:
(i)Preparing and filing the annual financial information undertaken to be provided in
paragraph (a)(i);
(ii)Determining whether any failure to provide the annual financial information
undertaken to be provided in paragraph (a)(i) has occurred and providing any notice
undertaken to be provided in paragraph (a)(iii);
(iii)Determining whether any event specified in items (1)-(16) of paragraph (a)(ii) has
occurred, assessing its materiality, where necessary, with respect to the Bonds, and
preparing and disseminating any notice undertaken to be provided in paragraph
(a)(ii) of its occurrence;
(iv)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;
(v)Selecting, engaging and compensating designated agents and consultants,
including, but not limited to financial advisors and legal counsel, to assist and
advise the City in carrying out this Undertaking; and
(vi)Effecting any necessary amendment of this Undertaking.
FG: 102496223.4
CERTIFICATION
I, the undersigned, City Clerk of the City of Pasco, Washington (the “City”), hereby certify
as follows:
1.The attached copy of Ordinance No. 4720 (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 1, 2024 (the “Meeting”), 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 is July 7, 2024.
3.The Meeting was duly convened, held and included an opportunity for public
comment, in all respects in accordance with law; 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.
Dated: July 1, 2024
CITY OF PASCO, WASHINGTON
Krystle Shanks, Deputy City Clerk