HomeMy WebLinkAboutResolution No. 2024-09 - PPFD 2024 Bond for Aquatics Facility (102846118.5)PASCO PUBLIC FACILITIES DISTRICT
RESOLUTION NO. 2024-09
A RESOLUTION of the Board of Directors of the Pasco Public Facilities
District relating to contracting indebtedness; providing for the issuance, sale, and
delivery of sales tax bonds to provide funds to pay or reimburse the payment of
the cost of acquiring, constructing, and equipping an aquatic center, to fund a debt
service reserve, and to pay costs of issuance and sale of the bonds; fixing certain
terms and covenants of the bonds; and providing for other related matters.
Passed September 17, 2024
This document prepared by:
Foster Garvey PC
1111 Third Avenue, Suite 3000
Seattle, Washington 98101
(206) 447-4400
FG: 102846118.5
TABLE OF CONTENTS*
Page
Section1.
Definitions............................................................................................................... 1
Section 2.
Findings and Determinations..................................................................................
5
Section 3.
Authorization of Bonds...........................................................................................
5
Section 4.
Designated Representative......................................................................................
5
Section 5.
Registrar; Registration and Transfer of Bonds .......................................................
6
Section 6.
Form and Execution of Bonds................................................................................
7
Section7.
Payment of Bonds...................................................................................................
7
Section 8.
Redemption and Prepayment Provisions; Purchase of Bonds ................................
7
Section9.
Failure To Pay Bonds..............................................................................................
9
Section 10.
Funds and Accounts; Flow of Funds; Deposit of Bond Proceeds ..........................
9
Section 11.
Security for Bonds................................................................................................
1 I
Section 12.
Additional Bonds..................................................................................................
12
Section 13.
Tax Covenants......................................................................................................
12
Section 14.
Refunding or Defeasance of Bonds......................................................................
13
Section 15.
Sale and Delivery of the Bonds............................................................................
13
Section 16.
Official Statement; Continuing Disclosure...........................................................
14
Section 17.
Supplemental Resolutions.....................................................................................
14
Section 18.
General Authorization and Ratification................................................................
15
Section19.
Severability...........................................................................................................
15
Section 20.
Effective Date.......................................................................................................
16
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 resolution are for convenience of reference only, and
shall not be used to resolve any question of interpretation of this resolution.
FG: 102846118.5
PASCO PUBLIC FACILITIES DISTRICT
RESOLUTION NO.2024-09
A RESOLUTION of the Board of Directors of the Pasco Public Facilities
District relating to contracting indebtedness; providing for the issuance, sale, and
delivery of sales tax bonds to provide funds to pay or reimburse the payment of
the cost of acquiring, constructing, and equipping an aquatic center, to fund a debt
service reserve, and to pay costs of issuance and sale of the bonds; fixing certain
terms and covenants of the bonds; and providing for other related matters.
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE PASCO PUBLIC
FACILITIES DISTRICT AS FOLLOWS:
Section 1. Definitions. As used in this resolution, the following capitalized terms shall
have the following meanings:
(a) "Additional Bond" means each bond issued after the Bonds that is payable from
Sales Tax Revenue on a parity with the payment when due of principal of and interest on the
Bonds.
(b) "Annual Debt Service " means, as of the date of calculation, for any Parity Bonds
for any fiscal year, all amounts scheduled to be paid in that fiscal year in respect of principal
(whether upon maturity or pursuant to mandatory sinking fund redemption or prepayment) of and
interest on the Parity Bonds, less any interest payable from the proceeds of the Parity Bonds in that
fiscal year, less any Federal Direct Payments for the Parity Bonds expected to be received in that
fiscal year.
(c) "Authorized Denomination " means $5,000 or any integral multiple thereof within
a maturity.
(d) "Average Annual Debt Service " means, as of the date of calculation, for any Parity
Bonds, the sum of the Annual Debt Service on those Parity Bonds for each fiscal year in which
any of those Parity Bonds are scheduled to be outstanding, divided by the integral number of those
fiscal years.
(e) "Beneficial Owner" means, with respect to a Bond, the owner of any beneficial
interest in the Bond, and includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares (i) voting power that includes
the power to vote, or to direct the voting of, the Bond, and/or (ii) investment power that includes
the power to dispose, or to direct the disposition of, the Bond.
(f) "Board" means the governing body of the PFD, as duly and regularly constituted
from time to time.
(g) "Bond" means each bond issued by the PFD pursuant to and for the purposes
provided in this resolution.
FG: 102846118.5
(h) "Bond Counsel" means the firm of Foster Garvey PC, its successor, or any other
attorney or firm of attorneys selected by the PFD with a nationally recognized standing as bond
counsel in the field of municipal finance.
(i) "Bond Fund" means the fund of the PFD created pursuant to Section 10 for the
purpose of paying the principal of and premium, if any, and interest on Parity Bonds.
0) "Bond Insurance" means any bond insurance, letter of credit, guaranty, surety
bond, or similar credit enhancement device providing for or securing the payment of all or part of
the principal of and interest on any Parity Bonds.
(k) "Bond Purchase Agreement" means an offer to purchase one or more Bonds,
setting forth the Final Terms of those Bonds, which offer is authorized to be accepted by the
Designated Representative on behalf of the PFD, if consistent with the parameters set forth in
Exhibit A, which is attached to this resolution and incorporated by this reference.
(1) "Bond Register" means the books or records maintained by the Registrar for the
purpose of identifying ownership of each Bond.
(m) "Code" means the United States Internal Revenue Code of 1986, as amended, and
applicable rules and regulations promulgated thereunder.
(n) "Designated Representative" means the officer of the PFD appointed in Section 4
to serve as the designated representative of the PFD in accordance with RCW 39.46.040.
(o) "DTC" means The Depository Trust Company, New York, New York, or its
nominee.
(p) "Executive Director" means the Executive Director of the PFD or such other
officer of the PFD who succeeds to substantially all of the responsibilities of that office.
(q) "Federal Direct Payment" means any tax credit payment the PFD is entitled to
receive from the United States Treasury in respect of any Parity Bond designated by the PFD as a
"build America bond," "recovery zone economic development bond," or other tax credit bond
pursuant to the Code.
(r) "Final Terms " means the terms and conditions for the issuance and sale 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 or prepayment
rights, price, and other terms or covenants.
(s) "Fiscal Agent" means the fiscal agent of the State, as the same may be designated
by the State Finance Committee from time to time.
(t) "Government Obligations " means direct, noncallable obligations of the United
States of America or obligations the payment of principal of and interest on which are
unconditionally guaranteed by the United States of America.
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(u) "Issue Date " means, with respect to a Bond, the date of initial issuance and sale of
the Bond to the Purchaser in exchange for the purchase price of the Bond.
(v) "Letter of Representations " means the Blanket Issuer Letter of Representations
between the PFD and the Securities Depository, as it may be amended from time to time, and any
successor or substitute letter relating to the operational procedures of the Securities Depository.
(w) "Maximum Annual Debt Service" means, as of the date of calculation, for any
Parity Bonds, the maximum Annual Debt Service on those Parity Bonds in any fiscal year during
which any of those Parity Bonds are scheduled to remain outstanding.
(x) `MSRB"means the Municipal Securities Rulemaking Board.
(y) "Official Statement" means an offering document, disclosure document, private
placement memorandum, or 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.
Owner.
(z) "Owner" means, without distinction, the Registered Owner and the Beneficial
(aa) "Parity Bonds " means the Bonds and any Additional Bonds.
(bb) "PFD" means the Pasco Public Facilities District, a public facilities district
organized under the laws of the State, including chapter 35.57 RCW.
(cc) `Principal and Interest Account" means the account of that name in the Bond
Fund.
(dd) "Project" means an aquatic center and related capital improvements, as deemed
necessary and advisable by the PFD, including acquisition, construction, and installation of all
necessary equipment, apparatus, accessories, fixtures, and appurtenances. Incidental costs incurred
in connection with carrying out and accomplishing the Project, consistent with RCW 39.46.070,
maybe included as costs of the Project.
(ee) "Project Fund" means the fund of the PFD created pursuant to Section 10 for the
purpose of paying costs of the Project.
(ff) "Purchaser" means the financial institution or other entity or group of entities
selected by the Designated Representative (i) to serve as purchaser in a private placement or direct
purchase of the Bonds or (ii) to serve as underwriter or initial purchaser in a negotiated sale of the
Bonds.
(gg) "Rating Agency " means any nationally recognized rating agency then maintaining
a rating on the Bonds at the request of the PFD.
(hh) "Record Date" means the Registrar's close of business on the 15th day of the
month preceding an interest payment date. With respect to redemption or prepayment of a Bond
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prior to its maturity, "Record Date" means the Registrar's close of business on the date on which
the Registrar provides the notice of redemption or prepayment.
(ii) "Registered Owner" means, with respect to a Bond, the person in whose name the
Bond is registered on the Bond Register. For any Bond subject to a book -entry only system under
the Letter of Representations, "Registered Owner" means the Securities Depository.
0j) "Registrar" means, with respect to each Bond, the Fiscal Agent or any other bond
registrar selected by the PFD for the Bond.
(kk) "Reserve Account" means the account of that name in the Bond Fund.
(11) "Reserve Requirement " means:
(i) for the Bonds, the amount, if any, designated as such in the Bond Purchase
Agreement, which amount shall not exceed, as of the date of calculation, the least
of: (A) Maximum Annual Debt Service on all outstanding Parity Bonds secured by
the Reserve Account; (B) 125% of Average Annual Debt Service on all outstanding
Parity Bonds secured by the Reserve Account; and (C) 10% of the original proceeds
of each series of outstanding Parity Bonds secured by the Reserve Account, reduced
by the corresponding principal amount of any such series of Parity Bonds thereafter
redeemed, prepaid, or defeased at the option of the PFD, in whole or in part; and
(ii) for any Additional Bond, the amount, if any, designated pursuant to the resolution
authorizing its issuance.
(mm) "Reserve Security" means any bond insurance, letter of credit, guaranty, surety
bond, or similar credit enhancement device providing for all or part of the Reserve Requirement
that is issued by an institution that has been assigned a credit rating at the time of issuance in one
of the three highest rating categories of a nationally recognized rating agency (without regard to
numeric or symbolic gradations within a rating category).
(nn) "Rule 1 Sc2-12 " means Rule 15c2-12 promulgated by the SEC under the Securities
Exchange Act of 1934, as amended.
(oo) "Sales and Use Tax" means the sales and use tax imposed by the PFD at the rate
of 0.2% pursuant to RCW 82.14.048 and approved by the voters of the PFD at an election held on
April 26, 2022.
(pp) "Sales Tax Revenue" means the proceeds of the Sales and Use Tax distributed to
the PFD by the State treasurer pursuant to RCW 82.14.060.
(qq) "SEC" means the United States Securities and Exchange Commission.
(rr) "Securities Depository" means DTC, any successor thereto, any substitute
securities depository selected by the PFD 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.
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FG: 102846118.5
(ss) "State " means the State of Washington.
(tt) "Tax -Exempt" means, with respect to a Bond, that interest on the Bond is intended,
as of the Issue Date, to be excluded from gross income for federal income tax purposes.
(uu) "Term Bond" means each Bond subject to mandatory sinking fund redemption or
prepayment and designated as a Term Bond in the Bond Purchase Agreement.
(vv) "Undertaking" means the undertaking to provide continuing disclosure entered
into pursuant to Section 16.
Section 2. Findings and Determinations. The Board takes note of the following facts
and makes the following findings and determinations:
(a) Pursuant to applicable law, including chaptcr 35.57 RCW, the PFD is authorized to
carry out the Project.
(b) It is in the best interests of the PFD and its taxpayers to carry out the Project. The
estimated cost of carrying out the Project is $47 million, and the PFD does not have available
sufficient funds to pay the cost of carrying out the Project. Pursuant to applicable law, including
chapters 35.57, 39.36, 39.44, and 39.46 RCW, the PFD is authorized to issue bonds payable from
Sales Tax Revenue to pay the cost of carrying out the Project, to fund the Reserve Requirement,
and to pay costs of issuance and sale of the Bonds.
(c) The assessed valuation of the taxable property within the PFD as ascertained by the
last preceding assessment for collection in calendar year 2024 is $12,331,147,293. The PFD has
no indebtedness outstanding. The maximum amount of indebtedness authorized by this resolution,
specified in Exhibit A, is within the amount permitted to be issued by the PFD without voter
approval, namely, 0.50% of the value of the taxable property in the PFD, or $61,655,736.
(d) For the purpose of providing the funds necessary to carry out the Project, to fund
the Reserve Account, and to pay costs of issuance and sale of the Bonds, it is in the best interests
of the PFD and its taxpayers to issue and sell the Bonds to the Purchaser, pursuant to the terms set
forth in the Bond Purchase Agreement as approved by the Designated Representative consistent
with this resolution.
Section 3. Authorization of Bonds. The PFD is authorized to borrow money and issue
the Bonds in one or more series to provide funds necessary to carry out the Project, to fund the
Reserve Requirement, and to pay costs of issuance and sale of the Bonds.
Section 4. Designated Representative. The Executive Director is appointed as the
Designated Representative and is authorized and directed to conduct the issuance and sale of the
Bonds in the manner and upon the terms deemed most advantageous to the PFD, and to approve
the Final Terms of the Bonds, with such additional terms and covenants as the Designated
Representative deems advisable, consistent with the parameters set forth in Exhibit A.
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FG: 102846118.5
Section 5. Registrar; Registration and Transfer of Bonds.
(a) Registration of Bonds. 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.
(b) Registrar; Duties. The Fiscal Agent is appointed as initial Registrar. The Registrar
shall keep, or cause to be kept, sufficient books for the registration and transfer of the Bonds, which
shall be open to inspection by the PFD at all reasonable times. The Registrar is authorized, on
behalf of the PFD, to authenticate and deliver Bonds transferred or exchanged in accordance with
the provisions of the Bonds and this resolution, to serve as the paying agent for the Bonds, and to
carry out all of the Registrar's powers and duties under this resolution. The Registrar shall be
responsible for its representations contained in the Certificate of Authentication on each Bond.
The Registrar may become an Owner with the same rights it would have if it were not the 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) Bond Register; Transfer and Exchange. 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. A Bond surrendered to the Registrar may be exchanged for a Bond
or Bonds in any Authorized Denomination of an equal aggregate principal amount and of the same
maturity and interest rate. A Bond may be transferred only if endorsed in the manner provided
thereon and surrendered to the Registrar. Any exchange or transfer shall be without cost to the
Owner or transferee. The Registrar shall not be obligated to exchange any Bond or transfer
registered ownership during the period between the applicable Record Date and the maturity date
or date fixed for redemption or prepayment.
(d) Securities Depository; Book -Entry Only Form. DTC is appointed as initial
Securities Depository, and 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 PFD; or (iii) to any person
as provided in this resolution 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 PFD, the PFD may appoint a substitute Securities Depository. If (i) the
Securities Depository resigns and the PFD does not appoint a substitute Securities Depository, or
(ii) the PFD 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 resolution. Neither the PFD nor the 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 PFD nor the Registrar shall be responsible for any notice that is permitted or required
to be given to the Registered Owner of a Bond registered in the name of the Securities Depository
except such notice as is required to be given by the Registrar to the Securities Depository.
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FG: 102846118.5
(e) Letter of Representations. To induce the Securities Depository to accept the Bonds
as eligible for deposit, the PFD approves the Letter of Representations. The Designated
Representative is authorized to execute the Letter of Representations, on behalf of the PFD, and to
deliver it to the Securities Depository on or before the Issue Date.
Section 6. Form and Execution of Bonds.
(a) Form of Bonds; Signatures. Each Bond shall be prepared in a form consistent with
the provisions of this resolution and State law. Each Bond shall be signed by the President and
Secretary/Treasurer of the Board, either or both of whose signatures may be manual or in facsimile.
If any officer whose manual or facsimile signature appears on a Bond ceases to be an officer of
the PFD authorized to sign bonds before the Bond bearing the manual or facsimile signature of the
officer is authenticated by the Registrar, or issued or delivered by the PFD, the Bond nevertheless
may be authenticated, issued, and delivered and, when authenticated, issued, and delivered, shall
be as binding on the PFD as though the person had continued to be an officer of the PFD authorized
to sign bonds. Any Bond also may be signed on behalf of the PFD by any person who, on the
actual date of signing of the Bond, is an officer of the PFD authorized to sign bonds, although the
officer did not hold the required office on the Issue Date.
(b) Authentication. Only a Bond bearing a Certificate of Authentication in
substantially the following form, manually signed by the Registrar, shall be valid or obligatory for
any purpose or entitled to the benefits of this resolution: "Certificate of Authentication. This Bond
is one of the fully registered Pasco Public Facilities District Sales Tax Bonds, described in
Resolution No. of the Pasco Public Facilities District." 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 resolution.
Section 7. Payment of Bonds. Principal of and premium, if any, and interest on each
Bond shall be payable in lawful money of the United States of America. Principal of and premium,
if any, and interest on each Bond registered in the name of the Securities Depository are payable
in the manner set forth in the Letter of Representations. Principal of and premium, if any, and
interest on each Bond not registered in the name of the Securities Depository are payable by
electronic transfer on the payment date, or by check or draft of the Registrar mailed on the payment
date to the Registered Owner at the address appearing on the Bond Register on the Record Date.
The PFD is not required to make electronic transfers except at the sole expense of the Registered
Owner and pursuant to a request by a Registered Owner in writing received on or prior to the
Record Date. The final installment of principal of each Bond not registered in the name of the
Securities Depository is payable only upon presentation and surrender of the Bond by the
Registered Owner to the Registrar. The Bonds are not subject to acceleration under any
circumstances.
Section 8. Redemption and Prepayment Provisions, Purchase of Bonds.
(a) Optional Redemption or Prepayment. The Bonds shall be subject to redemption or
prepayment at the option of the PFD on terms acceptable to the Designated Representative, as set
forth in the Bond Purchase Agreement, consistent with the parameters set forth in Exhibit A.
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FG: 102846118.5
(b) Mandatory Redemption or Prepayment. Each Bond that is designated as a Term
Bond in the Bond Purchase Agreement, consistent with the parameters set forth in Exhibit A and
except as set forth below, shall be called for redemption or prepayment at a price equal to the stated
principal amount to be redeemed or prepaid, plus accrued interest, on the dates and in the amounts
set forth in the Bond Purchase Agreement. If a Term Bond is redeemed or prepaid under the
optional redemption or prepayment provisions, defeased, or purchased by the PFD and surrendered
for cancellation, the stated principal amount of the Term Bond so redeemed, prepaid, defeased, or
purchased (irrespective of its actual redemption, prepayment, or purchase price) shall be credited
against one or more scheduled mandatory redemption or prepayment installments for the Term
Bond. The PFD shall determine the manner in which the credit is to be allocated and shall notify
the Registrar in writing of its allocation prior to the earliest mandatory redemption or prepayment
date for the Term Bond for which notice of redemption or prepayment has not already been given.
(c) Selection of Bonds for Redemption or Prepayment; Partial Redemption or
Prepayment. If fewer than all of the outstanding Bonds are to be redeemed or prepaid at the option
of the PFD, the PFD shall select the maturities to be redeemed or prepaid. If fewer than all of the
outstanding Bonds of a maturity are to be redeemed or prepaid: (i) the Bond Purchase Agreement
shall specify whether partial redemption or prepayment of Bonds is to be determined pro rata or
randomly; (ii) the Registrar shall instruct the Securities Depository to select Bonds registered in
the name of the Securities Depository in accordance with the provisions of the Bond Purchase
Agreement and the Letter of Representations; and (iii) the Registrar shall select all other Bonds in
accordance with the provisions of the Bond Purchase Agreement in such manner as the Registrar
shall determine. All or a portion of the principal amount of any Bond that is to be redeemed or
prepaid may be redeemed or prepaid in any Authorized Denomination. If less than all of the
outstanding principal amount of any Bond is redeemed or prepaid, upon surrender of the Bond to
the 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 maturity and interest rate in any Authorized
Denomination in the aggregate principal amount to remain outstanding.
(d) Notice of Redemption or Prepayment. Notice of redemption or prepayment of each
Bond registered in the name of the Securities Depository shall be given in accordance with the
Letter of Representations. Notice of redemption or prepayment of each other Bond, unless waived
by the Registered Owner, shall be given by the Registrar not less than 20 nor more than 60 days
prior to the date fixed for redemption or prepayment 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 addition, the redemption or
prepayment 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 Executive Director shall determine, but these additional mailings
shall not be a condition precedent to the redemption or prepayment of any Bond.
(e) Rescission of Optional Redemption or Prepayment Notice. In the case of an
optional redemption or prepayment, notice of redemption or prepayment that has not been given
irrevocably may state that the PFD retains the right to rescind the redemption or prepayment notice
and the redemption or prepayment by giving a notice of rescission to the affected Registered
Owners at any time on or prior to the date fixed for redemption or prepayment. Any notice of
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FG: 102846118.5
optional redemption or prepayment that is not irrevocable and is so rescinded shall be of no effect,
such rescission shall not constitute a default under this resolution, and each Bond for which notice
of optional redemption or prepayment has been so rescinded shall remain outstanding.
(f) Effect of Redemption or Prepayment Notice. Interest on each Bond duly called for
redemption or prepayment shall cease to accrue on the date fixed for redemption or prepayment,
unless either the notice of optional redemption or prepayment is duly rescinded, or money
sufficient to effect such redemption or prepayment 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 PFD reserves the right to purchase any or all of the Bonds
offered to the PFD or in the open market at any time at any price acceptable to the PFD plus
accrued interest to the date of purchase.
Section 9. 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 or prepayment, the PFD
shall be obligated to pay, but only from the sources pledged by this resolution, interest on the Bond
at the same rate provided in the Bond from and after its maturity or date fixed for redemption or
prepayment until the 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 the call to the
Registered Owner.
Section 10. Funds and Accounts, Flow of Funds, Deposit of Bond Proceeds.
(a) Bond Fund. The Bond Fund is established and shall be held and administered by
the PFD for the sole purpose of paying when due principal of and premium, if any, and interest on
the Parity Bonds. The Bond Fund shall consist of the Principal and Interest Account and the
Reserve Account.
(b) Project Fund. The Project Fund is established and shall be held and administered
by the PFD for, among other purposes, paying the costs of the Project. Until needed to pay such
costs, the PFD may invest money in the Project Fund in any legal investment, and the investment
earnings may be used to carry out the Project or for use in accordance with subsection (c) of this
Section. After completion of the Project, any money remaining in the Project Fund shall be
transferred to the Principal and Interest Account and used to pay principal of or premium, if any,
or interest on the Bonds.
(c) Flow of Funds. The PFD shall pay, or cause to be paid, into the Bond Fund, as
promptly as practicable after receipt thereof, all Sales Tax Revenue. The PFD shall apply Sales
Tax Revenue each month in the following order of priority:
First, to pay into the Principal and Interest Account: (i) the amount, taking into
account other money then on deposit therein, that if multiplied by the number of remaining
monthly payments to be made before the next interest payment date for the Parity Bonds,
equals the amount of interest on the Parity Bonds then payable; (ii) the amount, taking into
account other money then on deposit therein, that if multiplied by the number of remaining
monthly payments to be made before the next principal payment date for the Parity Bonds,
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FG: 102846118.5
equals the amount of principal of the Parity Bonds then payable; and (iii) the amount, if
any, then due under any reimbursement agreement entered into in connection with Bond
Insurance;
Second, (i) to pay into the Reserve Account the amount, if any, required to make
the balance therein equal to the Reserve Requirement in accordance with the provisions of
subsection (e) of this Section; and (ii) to pay any amount then due under any
reimbursement agreement entered into in connection with a Reserve Security; provided,
that if there is not sufficient money to make all such payments under reimbursement
agreements, payments will be made to the providers on a pro rata basis; and
Third, for transfer to any other fund or account of the PFD, to be used for any lawful
purpose of the PFD, in any priority that the PFD may establish within this order of priority.
(d) Principal and Interest Account. The PFD shall deposit all Federal Direct Payments
into the Principal and Interest Account promptly upon receipt and shall transfer to the Registrar
from the Principal and Interest Account money in the amounts and on the dates required for the
Registrar to pay when due the principal of and premium, if any, and interest on the Parity Bonds.
(e) Reserve Account. Except as otherwise expressly provided in this resolution, the
amount in the Reserve Account shall be maintained at the Reserve Requirement at all times.
If there is a deficiency in the Principal and Interest Account to pay when due the
principal of or premium, if any, or interest on any Parity Bond secured by the Reserve Account,
the deficiency shall be made up from the Reserve Account first, by the withdrawal of money
therefrom and second, by pro rata draws on each Reserve Security.
The PFD may provide for all or any part of the Reserve Requirement through one
or more Reserve Securities, and the amount available to be drawn under any Reserve Security shall
be credited against the Reserve Requirement.
Any deficiency in the Reserve Account resulting from a withdrawal or draw shall
be made up within twelve months in approximately equal monthly installments in accordance with
subsection (c) of this Section, first, to reinstate each Reserve Security, pro rata, and second, to
make up any remaining deficiency.
The PFD shall value the Reserve Account at least once each fiscal year, and may
value the Reserve Account more frequently, including upon issuance, redemption, prepayment, or
defeasance of Parity Bonds and upon crediting any Reserve Security to the Reserve Account. In
valuing the Reserve Account, each Reserve Security shall be valued at the amount available to be
drawn thereon, and all other investments shall be valued at market. Any excess in the Reserve
Account resulting from a valuation may be withdrawn from the Reserve Account and credited to
the Principal and Interest Account or used in accordance with subsection (c) of this Section. Any
deficiency in the Reserve Account resulting from a valuation shall be made up within six months
in approximately equal monthly installments in accordance with subsection (c) of this Section.
The PFD may establish one or more separate subaccounts in the Reserve Account
for any or all Parity Bonds, and money in a subaccount in the Reserve Account or any Reserve
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FG: 102846118.5
Security credited to a subaccount in the Reserve Account shall be used only to pay principal of
and premium, if any, and interest on the Parity Bonds secured by the subaccount in the Reserve
Account.
The money in the Reserve Account may be used to pay principal of and premium,
if any, and interest on the last outstanding Parity Bonds secured by the Reserve Account.
(f) Investments. Money in the Bond Fund may be held uninvested or invested in legal
investments. Earnings from investments in the Principal and Interest Account shall be retained
therein. Earnings from investments in the Reserve Account shall be retained therein until the
amount therein is equal to the Reserve Requirement and thereafter shall be credited to the Principal
and Interest Account. Notwithstanding any other provision of this Section, any investment
earnings that are subject to a federal tax or rebate requirement may be withdrawn from the Bond
Fund for deposit in a separate fund or account and used for that purpose.
(g) Purchase, Redemption, Prepayment, or Defeasance of Parity Bonds. The PFD
may provide for the purchase, redemption, prepayment, or defeasance of Parity Bonds by the use
of money on deposit in any account in the Bond Fund so long as there is no deficiency in any
account in the Bond Fund for the Parity Bonds that remain outstanding.
(h) Deposit of Bond Proceeds. On the Issue Date, the PFD shall deposit proceeds
received from the sale and delivery of the Bonds as follows:
(i) into the Reserve Account, the amount, if any, required to satisfy the Reserve
Requirement; and
(ii) into the Project Fund, the remaining proceeds, to pay costs of the Project
and costs of issuance and sale of the Bonds.
Section 11. Security for Bonds. The Bonds are special, limited obligations of the PFD
payable from and secured solely by Sales Tax Revenue and amounts, if any, in the Principal and
Interest Account and, if applicable, in the Reserve Account. The PFD hereby pledges to the
payment when due of the principal of and interest on the Bonds all Sales Tax Revenue, subject to
application in accordance with the provisions of this resolution, and amounts, amounts, if any, in
the Principal and Interest Account and, if applicable, in the Reserve Account. The PFD shall
impose the Sales and Use Tax at a rate of not less than 0.2% and shall provide for the continued
collection of the Sales and Use Tax. The PFD may, but is not required to, pledge additional
revenues to the payment of the Bonds. Prior to the commencement of each fiscal year, the Board
shall adopt a budget appropriating sufficient money to pay the principal of and interest on the
Parity Bonds scheduled to be paid in the fiscal year plus any deposit into the Reserve Account
required to be made in the fiscal year. The full faith and credit of the PFD, Franklin County, the
State, or any other political subdivision of the State are not pledged to the payment of the Bonds.
The Bonds do not constitute a debt or obligation of Franklin County, the State, or any political
subdivision of the State other than the PFD. The PFD is organized pursuant to RCW 35.57.010
and City of Pasco Ordinance No. 3558 (the "Formation Ordinance"). The Formation Ordinance
provides as follows: "All liabilities incurred by the PFD shall be satisfied exclusively from the
assets, credit, and properties of the PFD, and no creditor or other person shall have any right of
FG: 102846118.5
action against or recourse to the City of Pasco, its assets, credit, or services, on account of any
debts, obligations, liabilities, or acts or omissions of the PFD."
Section 12. Additional Bonds. The PFD shall not issue any bonds or incur any other
obligation payable from Sales Tax Revenue prior or superior to the payment when due of principal
of and interest on the Bonds. The PFD may issue Additional Bonds from time to time in one or
more series for any lawful purpose of the PFD that are payable from Sales Tax Revenue on a parity
with the payment when due of principal of and interest on the Bonds subject to the following
conditions:
(a) the PFD is not in default under this resolution or any resolution authorizing the
issuance of Additional Bonds then outstanding;
(b) the principal of and premium, if any, and interest on the Additional Bonds shall be
payable out of the Bond Fund;
(c) upon the issuance of the Additional Bonds, the balance in the Reserve Account will
be equal to the Reserve Requirement; and
(d) there is on file with the Secretary/Treasurer of the Board a certificate of the
Executive Director stating that: (i) the amount of Sales Tax Revenue for a period of 12 consecutive
months within the 30 consecutive months preceding the date of issuance and delivery of the
Additional Bonds is not less than (A) 1.50 times Maximum Annual Debt Service on all Parity
Bonds for the current fiscal year and each future fiscal year in which any Parity Bond is scheduled
to be outstanding plus (B) any required deposit into the Reserve Account; or (ii) the Additional
Bonds are being issued for the purpose of refunding outstanding Parity Bonds and, after taking
into account the issuance of such Additional Bonds and the refunding of such Parity Bonds, the
Annual Debt Service for the current fiscal year and each future fiscal year in which any Parity
Bond is scheduled to be outstanding will not increase by more than $5,000 in any such fiscal year;
or (iii) the Additional Bonds are being issued for the purpose of completing the Project, upon
issuance of the Additional Bonds the PFD will have sufficient money to complete the Project, and
the aggregate principal amount of Additional Bonds issued pursuant to this clause does not exceed
$3,000,000.
Nothing in this resolution shall prevent the PFD from issuing bonds or incurring other
obligations payable from Sales Tax Revenue in the third order of priority established under
Section 9(d), so long as such bonds or obligations are not subject to acceleration.
Section 13. Tax Covenants.
(a) Preservation of Tax Exemption for Interest on Tax -Exempt Bonds. The PFD will
take all actions necessary to prevent interest on the Tax -Exempt 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 PFD treated as proceeds of the Bonds
that will cause interest on the Tax -Exempt Bonds to be included in gross income for federal income
tax purposes. The PFD will, to the extent the arbitrage rebate requirements of section 148 of the
Code are applicable to the Tax -Exempt Bonds, take all actions necessary to comply (or to be
treated as having complied) with those requirements in connection with the Tax -Exempt Bonds.
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FG: 102846118.5
(b) Post -Issuance Compliance. The Designated Representative is authorized and
directed to review, update, and implement written procedures to facilitate compliance by the PFD
with the covenants in this Section and the applicable requirements of the Code that must be
satisfied after the Issue Date to prevent interest on the Tax -Exempt Bonds from being included in
gross income for federal tax purposes.
Section 14. Refunding or Defeasance of Bonds. The PFD 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 or prepaying the defeased Bonds prior to
their maturity; and (c) paying the costs of the refunding or defeasance. If the PFD sets aside in a
special trust fund or escrow account irrevocably pledged to that redemption, prepayment, or
defeasance (the "trust account"), money and/or Government Obligations maturing at a time or
times and bearing interest in amounts sufficient to redeem, prepay, 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 resolution and in the funds and accounts obligated to the payment
of the defeased Bonds shall cease and become void. Thereafter, the Registered 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 PFD may apply money remaining in any fund or account (other than the trust
account) established for the payment, redemption, or prepayment of the defeased Bonds to any
lawful purpose. Unless otherwise specified by the PFD 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 resolution for the redemption or
prepayment of Bonds.
Section 15. Sale and Delivery of the Bonds. The Designated Representative is
authorized to sell the Bonds by negotiated sale, private placement, or direct purchase, based on the
assessment of the Designated Representative of market conditions, in consultation with
appropriate PFD officials and staff, Bond Counsel, and other advisors. In determining the method
of sale of the Bonds 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 PFD. The Designated Representative is authorized and
directed to execute and deliver agreements with such advisors as the Designated Representative
deems to be in the best interests of the PFD in selling the Bonds, including engaging municipal
advisors, Bond Counsel, underwriters, Registrars, Rating Agencies, printers, and electronic
distribution platforms. The Board ratifies and confirms the execution and delivery of any such
agreement prior to the effective date of this resolution in furtherance of the purposes described in
this resolution and not inconsistent with the terms of this resolution. The Designated
Representative shall select one or more Purchasers with which to negotiate the sale. The Bond
Purchase Agreement for the Bonds shall set forth the Final Terms. The Designated Representative
is authorized to execute the Bond Purchase Agreement on behalf of the PFD, so long as the Final
Terms provided therein are consistent with the parameters set forth in Exhibit A. The Bonds shall
be prepared at the expense of the PFD and shall be delivered to the Purchaser in accordance with
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FG: 102846118.5
the Bond Purchase Agreement, together with the approving legal opinion of Bond Counsel
regarding the Bonds.
Section 16. Official Statement; Continuing Disclosure.
(a) Preliminary Official Statement. The Designated Representative shall review and,
if acceptable to the Designated Representative, approve the preliminary Official Statement
prepared in connection with the sale of the Bonds to the public or through a Purchaser. For the sole
purpose of the Purchaser's compliance with paragraph (b)(1) of Rule 15c2-12, if applicable, the
Designated Representative is authorized to deem the preliminary Official Statement final as of its
date, except for the omission of information permitted to be omitted by Rule 15c2-12. The PFD
approves the distribution to potential purchasers of the Bonds of a preliminary Official Statement
that has approved by the Designated Representative and been deemed final, if applicable, in
accordance with this subsection.
(b) Final Official Statement. The PFD approves the preparation of a final Official
Statement prepared in connection with the sale of the Bonds to the public or through a Purchaser,
in the form of the preliminary Official Statement that has been approved and deemed final, if
applicable, in accordance with subsection (a) of this Section, with such modifications and
amendments as the Designated Representative deems necessary or desirable, and further
authorizes the Designated Representative to execute and deliver the final Official Statement to the
Purchaser if required under Rule 15c2-12 or the Bond Purchase Agreement. The PFD 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.
(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. The
Designated Representative is authorized to review, update, and implement written procedures to
facilitate compliance by the PFD with the provisions of this Section and the applicable
requirements of the Undertaking and Rule 15c2-12.
Section 17. Supplemental Resolutions.
(a) This resolution shall not be amended or supplemented in any respect subsequent to
the issuance of the Bonds, except as provided in and in accordance with and subject to the
provisions of this Section.
(b) The PFD, from time to time, and at any time, without the consent of or notice to the
Owners, may pass supplemental resolutions as follows:
(i) To cure any formal defect, omission, inconsistency, or ambiguity in this
resolution in a manner not materially adverse to the interests of registered owners of the Parity
Bonds;
(ii) To grant, confer, or impose upon the Registrar (with its consent) for the
benefit of the Registered Owners any additional rights, remedies, powers, authority, security,
14
FG: 102846118.5
liabilities, or duties that may lawfully be granted, conferred, or imposed and that are not contrary
to or inconsistent with this resolution as theretofore in effect;
(iii) To add to the covenants and agreements of, and limitations and restrictions
upon, the PFD in this resolution, other covenants, agreements, limitations, and restrictions to be
observed by the PFD that are not contrary or inconsistent with this resolution as theretofore in
effect;
(iv) To confirm, as further assurance, any pledge under, and the subjection to
any claim, lien, or pledge created or to be created by this resolution of any other money, securities,
or funds;
(v) To amend or supplement this resolution in any other respect that is not
materially adverse to the interests of the registered owners of the Parity Bonds;
(vi) Because of change in federal law or rulings, to maintain the exclusion from
gross income of the interest on the Tax -Exempt Bonds from federal income taxation; and
(vii) To add to the covenants and agreements of, and limitations and restrictions
upon, the PFD in this resolution, other covenants, agreements, limitations and restrictions to be
observed by the PFD in connection with the acquisition of Bond Insurance or any Reserve Security
and which are not materially adverse to the interests of registered owners of the Parity Bonds.
Section 18. General Authorization and Ratification. This resolution may be executed
in tangible medium, manual, facsimile, or electronic form under any security procedure or
platform, and notwithstanding any other resolution, rule, policy, or procedure of the PFD, or in
any other manner evidencing its passage. The President and Secretary/Treasurer of the Board, the
Executive Director, their respective designees, and each other appropriate officer of the PFD are
each individually authorized to take such actions and to create, accept, execute, send, use, and rely
upon such tangible medium, manual, facsimile, or electronic documents, records, and signatures
under any security procedure or platform, and notwithstanding any other resolution, rule, policy,
or procedure of the PFD, as in their judgment may be necessary or desirable to carry out the terms
of and transactions contemplated by this resolution and the Bond Purchase Agreement, including
everything necessary for the prompt delivery of the Bonds to the Purchaser thereof and for the
proper application, use, and investment of the proceeds of the Bonds. All actions taken prior to the
effective date of this resolution in furtherance of the purposes described in this resolution and not
inconsistent with the terms of this resolution are ratified and confirmed in all respects.
Section 19. Severability. The provisions of this resolution 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 resolution 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. 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 resolution in all other respects, and the offending provision with respect to all
other persons and all other circumstances, shall remain valid and enforceable.
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FG: 102846118.5
Section 20. Effective Date. This resolution shall take effect and be in force
immediately upon its passage.
PASSED by the Pasco Public Facilities District Board of Directors, of Pasco, Washington,
this 171h day of September, 2024.
PASCO PUBLIC FACILITIES DISTRICT
Mark Niorrissette, board President
ATTEST:
Caroline Bowdish, oard Secretary/Treasurer
Pasco Public Facilities District
APPROVED AS TO FORM:
Foster Garvey PC
Bond Counsel
16
FG: 102846118.5
Exhibit A
PARAMETERS FOR FINAL TERMS
(a) Principal Amount. The Bonds may be issued in one or more series and shall
not exceed the aggregate principal amount of
$52,000,000.
(b) Date. Each Bond shall be dated the Issue Date, which date may
not be later than one year after the effective date of this
resolution.
(c) Denominations, Name. 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 Rates. Each Bond shall bear interest at a fixed rate per annum
(computed on the basis of a 360-day year consisting of
twelve 30-day months) from the Issue Date or from the
most recent date to 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 7.00%, and the true interest cost to
the PFD for the Bonds may not exceed 5.50%.
(e) Payment Dates. Interest shall be payable at fixed rates 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 or prepayment
installments annually thereafter, on dates acceptable to
the Designated Representative.
(f) Final Maturity. The Bonds shall mature no later than the date that is
31 years after the Issue Date.
A-1
FG: 102846118.5
(g)
(h)
(i)
Redemption and Prepayment (i) Optional Redemption or Prepayment. Any Bond may
Rights. be designated as being (A) subject to redemption or
prepayment at the option of the PFD prior to its
maturity date on the dates and at the prices set forth
in the Bond Purchase Agreement; or (B) not subject
to redemption or prepayment at the option of the PFD
prior to its maturity date. If a Tax -Exempt Bond is
subject to optional redemption or prepayment prior to
its maturity, it must be subject to such redemption or
prepayment on one or more dates occurring not more
than 10'/2 years after the Issue Date.
(2) Mandatory Redemption or Prepayment. Any Bond
may be designated as a Term Bond, subject to
mandatory redemption or prepayment prior to its
maturity on the dates and in the amounts set forth in
the Bond Purchase Agreement.
Price. The purchase price for the Bonds may not be less than
95% or more than 130% of the stated principal amount of
the Bonds.
Other Terms and Conditions. (i) The Bonds may not be issued if their issuance would
cause the indebtedness of the PFD to exceed the legal
debt capacity of the PFD on the Issue Date.
(ii) Credit Enhancement. The Designated Representative
may determine whether it is in the best interests of the
PFD to provide for Bond Insurance or one or more
Reserve Securities and may accept such additional
terms, conditions, and covenants and execute and
deliver such agreements in connection therewith as
the Designated Representative may determine are in
the best interests of the PFD, consistent with this
resolution.
(iii)Tax Status. The Designated Representative shall
determine whether or not the Bonds are to be
Tax -Exempt.
(iv)Reserve Requirement. The Designated
Representative shall determine the Reserve
Requirement for the Bonds.
A-2
FG: 102846118.5
Exhibit B
[Form ofJ
UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE
PASCO PUBLIC FACILITIES DISTRICT
(FRANKLIN COUNTY, WASHINGTON)
SALES TAX BONDS, 2024
The Pasco Public Facilities District (the "PFD") 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 in
this Undertaking shall have the meanings given in Resolution No. of the PFD (the "Bond
Resolution").
(a) Undertaking to Provide Annual Financial Information and Notice of Listed
Events. The PFD 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, as 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; (II)rating changes; (12) bankruptcy,
insolvency, receivership, or similar event of the PFD, as such "Bankruptcy Events"
are defined in Rule 15c2-12; (13) the consummation of a merger, consolidation, or
acquisition involving the PFD or the sale of all or substantially all of the assets of
the PFD 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 PFD 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 PFD or obligated
B-1
FG: 102846118.5
person, any of which affect Bond holders, if material; and (16) default, event of
acceleration, termination event, modification of terms, or other similar events under
the terms of the financial obligation of the PFD 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" does 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 PFD to provide 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 PFD 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 PFD, as
such principles may be changed from time to time; (2) principal amount of bonds
secured by Sales Tax Revenue outstanding at the end of the applicable fiscal year;
(3) Sales Tax Revenue for that fiscal year; (4) debt service coverage on Parity
Bonds for that fiscal year; and (5) Sales and Use Tax rate for that fiscal year;
(ii) Shall be provided not later than the last day of the ninth month after the end of each
fiscal year of the PFD (currently, a fiscal year ending December 31), as such fiscal
year may be changed as required or permitted by State law, commencing with the
fiscal year ending December 31, ; 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 PFD 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 PFD will give notice to the
MSRB of the substance (or provide a copy) of any amendment to this 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.
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FG: 102846118.5
(d) Beneficiaries. This Undertaking shall inure to the benefit of the PFD and the holder
of each Bond, and shall not inure to the benefit of or create any rights in any other person.
. (e) Tennination of Undertakinf;. The obligations of the PFD under this Undertaking
shall terminate upon the payment in full or legal defeasance of all of the Bonds. In addition, the
obligations of the PFD under this Undertaking shall terminate if the provisions of Rule 15c2-12
that require the PFD 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 PFD, and
the PFD provides timely notice of such termination to the MSRB.
(f) Remedy for Failure to Comply with Undertaking. As soon as practicable after the
PFD learns of any failure to comply with this Undertaking, the PFD will proceed with due
diligence to cause such noncompliance to be corrected. No failure by the PFD 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 PFD 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 Executive
Director or the designee of the Executive Director is the person designated, in accordance with the
Bond Resolution, to carry out this Undertaking in accordance with Rule 15c2-12, including the
following actions:
(i) Preparing and filing the annual financial information undertaken to be provided;
(ii) 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;
(iii) Determining whether any person other than the PFD 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;
(iv) Selecting, engaging, and compensating designated agents and consultants,
including financial advisors and legal counsel, to assist and advise the PFD in
carrying out this Undertaking; and
(v) Effecting any necessary amendment of this Undertaking.
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FG: 102846118.5
CERTIFICATION
I, the undersigned, Secretary/Treasurer of the Board of Directors of the Pasco Public
Facilities District (the "PFD"), hereby certify as follows:
1. The attached copy of Resolution No. 2024-09 (the "Resolution") is a full, true, and
correct copy of a resolution duly passed at a regular meeting of the Board of Directors of the PFD
held at the regular meeting place thereof on September 17, 2024, as that resolution appears on the
minute book of the PFD.
2. A quorum of the members of the Board of Directors was present throughout the
meeting and a majority of the members voted in the proper manner for the passage of the
Resolution.
Dated: September 17, 2024.
PASCO PUBLIC FACILITIES DISTRICT
Secretary/Treasur of the Board of Directors
FG: 102846118.5