HomeMy WebLinkAbout4228 OrdinanceCITY OF PASCO, WASHINGTON
ORDINANCE NO. 4228
AN ORDINANCE of the City of Pasco, Washington, relating to
contracting indebtedness; providing for the issuance, sale and delivery of not to
exceed $9,000,000 aggregate principal amount of limited tax general obligation
bonds to provide funds to design, construct and equip a new police facility and
other capital purposes, as deemed necessary and advisable by the City, and to
pay the costs of issuance and sale of the bonds; fixing or setting parameters with
respect to certain terms and covenants of the bonds; appointing the City's
designated representative to approve the final terms of the sale of the bonds; and
providing for other related matters.
Passed June 15, 2015
This document prepared by:
Foster Pepper PLLC
1111 Third Avenue, Suite 3400
Seattle, Washington 98101
(206) 447-4400
51398050.3
TABLE OF CONTENTS*
*The cover page, table ofcontents 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.
-1-
51398050.3
Page
Section1 .
Definitions...............................................................................................................
1
Section 2 .
Findings and Determinations..................................................................................
4
Section 3 .
Authorization of Bonds...........................................................................................
4
Section 4.
Description of Bonds; Appointment of Designated Representative .......................
5
Section 5 .
Bond Registrar; Registration and Transfer of Bonds ..............................................
5
Section 6 .
Form and Execution of Bonds................................................................................
6
Section7 .
Payment of Bonds...................................................................................................
6
Section 8 .
Funds and Accounts; Deposit of Proceeds..............................................................
7
Section 9 .
Redemption Provisions and Purchase of Bonds .....................................................
7
Section 10.
Failure To Pay Bonds..............................................................................................
8
Section11 .
Pledge of Taxes.......................................................................................................
8
Section12 .
Tax Covenants........................................................................................................
9
Section 13.
Refunding or Defeasance of the Bonds..................................................................
9
Section 14.
Sale and Delivery of the Bonds............................................................................
10
Section 15 .
Official Statement; Continuing Disclosure...........................................................
10
Section 16.
Supplemental and Amendatory Ordinances..........................................................
10
Section 17 .
General Authorization and Ratification................................................................
11
Section18 .
Severability..................................................... ...................
...................................
11
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 ofcontents 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.
-1-
51398050.3
CITY OF PASCO, WASHINGTON
ORDINANCE NO. 4228
AN ORDINANCE of the City of Pasco, Washington, relating to
contracting indebtedness; providing for the issuance, sale and delivery of not to
exceed $9,000,000 aggregate principal amount of limited tax general obligation
bonds to provide funds to design, construct and equip a new police facility and
other capital purposes, as deemed necessary and advisable by the City, and to
pay the costs of issuance and sale of the bonds; fixing or setting parameters with
respect to certain terms and covenants of the bonds; appointing the City's
designated representative to approve the final terms of the sale of the bonds; and
providing for other related 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 Pepper PLLC, 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, 2015, of the
City created for the payment of the principal of and interest on the Bonds.
(f) "Bond Purchase Agreement" means an offer to purchase the 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.
-1-
51398050.3
(i) "City" means the City of Pasco, Washington, a municipal corporation duly
organized and existing under the laws of the State.
0) "City Council" means the legislative authority of the City, as duly and regularly
constituted from time to time.
(k) "Code" means the United States Internal Revenue Code of 1986, as amended, and
applicable rules and regulations promulgated thereunder.
0) "DTC" means The Depository Trust Company, New York, New York, or its
nominee.
(m) "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).
(n) "Final Terms" means the terms and conditions for the 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 rights, price, and other terms or
covenants.
(o) "Deputy Director" means the City's Deputy Director of Administrative and
Community Services or such other officer of the City who succeeds to substantially all of the
responsibilities of that office.
(p) "Fiscal Agent" means the fiscal agent of the State, as the same may be designated
by the State from time to time.
(q) "Government Obligations" has the meaning given in RCW 39.53.010, as now in
effect or as may hereafter be amended.
(r) "Issue Date" means, with respect to a Bond, the date of initial issuance and
delivery of that Bond to the Purchaser in exchange for the purchase price of that Bond.
(s) "Letter of Representations" means the Blanket Issuer Letter of Representations
between the City and DTC, dated 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.
(t) "MSRB" means the Municipal Securities Rulemaking Board.
(u) "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.
(v) "Owner" means, without distinction, the Registered Owner and the Beneficial
Owner.
-2-
51398050.3
(w) "Project" means the design, construction and equipping of a new police facility
located on property owned by the City adjacent to City Hall, and other capital purposes, as
deemed necessary and advisable by the City. Incidental costs incurred in connection with
carrying out and accomplishing the Project, consistent with RCW 39.46.070, may be included as
costs of the Project. The Project includes acquisition, construction and installation of all
necessary furniture, equipment, apparatus, accessories, fixtures and appurtenances.
(x) "Project Account" means the Police Community Services Building Account of the
City created for the purpose of carrying out the Project.
(y) "Purchaser" means Piper Jaffray & Co. of Seattle, Washington, or such other
purchaser of the Bonds whose offer is accepted by the Designated Representative in accordance
with this ordinance.
(z) "Rating Agency" means any nationally recognized rating agency then maintaining
a rating on the Bonds at the request of the City.
(aa) "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.
(bb) "Registered Owner" means, with respect to a Bond, the person in whose name
that Bond is registered on the Bond Register. For so long as the City utilizes the book -entry only
system for the Bonds under the Letter of Representations, Registered Owner shall mean the
Securities Depository.
(cc) "Rule 15c2-12" means Rule 15c2-12 promulgated by the SEC under the
Securities Exchange Act of 1934, as amended.
(dd) "SEC" means the United States Securities and Exchange Commission.
(cc) "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.
(ff) "State" means the State of Washington.
(gg) "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.
(hh) "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 Agreement.
(ii) "Undertaking" means the undertaking to provide continuing disclosure entered
into pursuant to Section 15(c) of this ordinance.
-3-
51398050.3
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 Project. The City is in need of a new police facility,
and the City under State law has broad authority to acquire and construct facilities appropriate to
the good government of the City. The City Council therefore finds that it is in the best interests
of the City to carry out the Project.
(b) Plan of Financing. Pursuant to applicable law, including without limitation
chapters 39.36 and 39.46 RCW, the City is authorized to issue general obligation bonds for the
purpose of financing the Project. The total expected cost of the Project is approximately
$8,500,000, which is expected to be made up of proceeds of the Bonds.
(c) Debt Capacity. The maximum amount of indebtedness authorized by this
ordinance is $9,000,000. Based on the following facts, this amount is to be issued within the
amount permitted to be issued by the City for general municipal purposes without a vote:
(1) The assessed valuation of the taxable property within the City as
ascertained by the last preceding assessment for City purposes for
collection in the calendar year 2015 is $3,679,413,343.
(2) As of December 31, 2014, the City has limited tax general obligation
indebtedness, consisting of bonds, notes, leases and conditional sales
contracts outstanding in the principal amount of $4,063,122, which is
incurred within the limit of up to 1 %2% of the value of the taxable property
within the City permitted for general municipal purposes without a vote.
(3) As of May 1, 2015, the City has unlimited tax general obligation
indebtedness for capital purposes only outstanding in the principal amount
of $500,000 for general municipal purposes. The indebtedness described
in this paragraph has been incurred with the approval of the requisite
proportion of the City's qualified voters at an election meeting the
minimum turnout requirements, within the limit of up to 21/2% of the value
of the taxable property within the City for general municipal purposes
(when combined with the outstanding limited tax general obligation
indebtedness), 23/2% for utility purposes and 2%2% for open space, parks
and economic development purposes.
(d) The Bonds. For the purpose of providing the funds necessary to carry out the
Project 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 Agreement 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 evidencing
indebtedness in the principal amount not to exceed $9,000,000 to provide funds necessary to
carry out the Project and to pay the costs of issuance and sale of the Bonds. The proceeds of the
-4-
51398050.3
Bonds allocated to paying the cost of the Project shall be deposited as set forth in Section 8 of
this ordinance and shall be used to carry out the Project, or a portion of the Project, in such order
of time as the City determines is advisable and practicable.
Section 4. Description of Bonds; Appointment of Designated Representative. The
City Manager is appointed as the Designated Representative of the City and is authorized and
directed to conduct the sale of the Bonds in the manner and upon the terns 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.
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, sufficient books for the registration and
transfer of the Bonds, 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
-5-
51398050.3
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.
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, 2015, 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. However, 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
-6-
51398050.3
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 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.
(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 Project. 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 Project 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
Agreement, 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 Agreement, 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 Agreement. 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
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
-7-
51398050.3
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 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 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 Deputy 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 at any time at any price acceptable to the City plus accrued interest to
the date of purchase.
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. The Bonds constitute a general indebtedness of the City
and are payable from tax revenues of the City and such other money as is lawfully available and
-8-
51398050.3
pledged by the City for the payment of principal of and interest on the Bonds. 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.
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 Deputy 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 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.
-9-
51398050.3
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 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, 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 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 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
Agreement, together with the approving legal opinion of Bond Counsel regarding the Bonds.
Section 15. Official Statement; Continuing Disclosure.
(a) Preliminary Oficial Statement Deemed Final. The Designated Representative
shall review and, if acceptable to him or her, approve the preliminary Official Statement
prepared in connection with the 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.
(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:
-10-
513980503
(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 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
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.
-11-
51398050.3
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 required by law.
PASSED by the City Council and APPROVED by the Mayor of the City of Pasco,
Washington, at a regular open public meeting thereof, this 15th day of June, 2015.
Matt Watkins, Mayor
A ES
Debra L. Clark, City Clerk --
APPROVED AS TO FORM:
Foster Pepper PLLC
Bond Counsel
-12-
$1398050.3
Exhibit A
EXHIBIT A
DESCRIPTION OF THE BONDS
(a) Principal Amount. The Bonds may be issued in an amount not to exceed
the aggregate principal amount of $9,000,000.
(b) Date or Dates. Each Bond shall be dated its Issue Date, which date may
not be later than one year after the effective date of this
ordinance.
(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 the Bonds. No rate of interest for any
Bond may exceed 5.0%, and the true interest cost to the
City for the Bonds may not exceed 5.0%.
(e) Payment Dates. Interest shall be payable at fixed rates semiannually on
dates acceptable to the Designated Representative,
commencing no later than December 1, 2015. 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 21
years after the Issue Date.
(g) Redemption Rights. The Designated Representative may approve in the
Bond Purchase Agreement 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 Agreement; or (B) not subject to
A-1
51398050.3
redemption prior to its maturity date. If a Bond is
subject to optional redemption prior to its maturity,
it must be subject to such redemption on one or
more dates occurring not more than 10%2 years
after the Issue Date.
(2) Mandatory Redemption. Any Bond may be
designated as a Terre Bond, subject to mandatory
redemption prior to its maturity on the dates and in
the amounts set forth in the Bond Purchase
Agreement.
(h) Price. The purchase price for the Bonds may not be less than
96% or more than 120% 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.
A-2
51399050.3
Exhibit B
[Form of]
UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE
City of Pasco, Washington
Limited Tax General Obligation Bonds, 2015
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. 4228 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) ("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; and (14) appointment of a successor or
additional trustee or the change of name of a trustee, if material.
(iii) Timely notice of a failure by the City to provide required annual financial
information on or before the date specified in paragraph (b).
B-1
51399050.3
(b) Tyne 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, which statements may be
unaudited, provided, that if and when audited financial statements are prepared
and available to the City they will be provided; (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, 2014; 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.
(c) Amendment of Undertakine. 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.
(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 Undertakine. The City's obligations under this Undertaking shall
terminate upon the legal defeasance 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 Undertakine. 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
B-2
51398050.3
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 Deputy
Director or his or her 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;
(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 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;
(iv) Selecting, engaging and compensating designated agents and consultants,
including financial advisors and legal counsel, to assist and advise the City in
carrying out this Undertaking; and
(v) Effecting any necessary amendment of this Undertaking.
B-3
51398050.3
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. 4228 (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 June 15, 2015, 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 ]Vn-?- 17 , 2015.
5. 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: JUky- IS, 2015.
51398050.3
CzM6COWAS INT1
Debra L.Clark, City Clerk