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HomeMy WebLinkAbout2020.03.23 Council Workshop PacketWorkshop Meeting AGENDA PASCO CITY COUNCIL 7:30 p.m. March 23, 2020 Page 1. CALL TO ORDER: 2. ROLL CALL: (a) Pledge of Allegiance 3. VERBAL REPORTS FROM COUNCILMEMBERS: 4. ITEMS FOR DISCUSSION: 3 - 49 (a) Issuance of 2020 Revenue Bond and Refunding of Previous Bonds 50 - 69 (b) Tourism Promotion Area Reserve Fund Request Presentation by Michael Novakavich, President and CEO, Visit Tri-Cities 70 - 82 (c) SG Land Management LLC/Harris Road Annexation (MF# ANX 2020- 001) 5. MISCELLANEOUS COUNCIL DISCUSSION: 6. EXECUTIVE SESSION: 7. ADJOURNMENT: (a) REMINDERS: • Thursday, MARCH 26, 4:00 PM: TRIDEC Board Meeting – 7130 W. Grandridge Blvd., Kennewick (COUNCILMEMBER DAVID MILNE, Rep.; COUNCILMEMBER CRAIG MALONEY. Alt.) This meeting is broadcast live on PSC-TV Channel 191 on Charter/Spectrum Cable in Pasco and Richland and streamed at www.pasco-wa.gov/psctvlive. Audio equipment available for the hearing impaired; contact the Clerk for Page 1 of 82 Workshop Meeting March 23, 2020 assistance. Servicio de intérprete puede estar disponible con aviso. Por favor avisa la Secretaria Municipal dos días antes para garantizar la disponibilidad. (Spanish language interpreter service may be provided upon request. Please provide two business day's notice to the City Clerk to ensure availability.) Page 2 of 82 AGENDA REPORT FOR: City Council February 19, 2020 TO: Dave Zabell, City Manager Workshop Meeting: 3/23/20 FROM: Richa Sigdel, Director Finance SUBJECT: Issuance of 2020 Revenue Bond and Refunding of Previous Bonds I. REFERENCE(S): Project List Bond Schedule Proposed Ordinance II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS: Discussion III. FISCAL IMPACT: New Bonds - Approximately $16,230,000 (PWRF Improvements) to be issued. Debt service requirements to be met from revenue generated by utility user fees (Process Water Reuse Facility users). Refunding Existing Bonds - Approximately $9,100,000 (2009 and 2010 Water/Sewer Bonds). Debt service for this bond is currently met from revenue generated by utility user fees (Water and Sewer Utility users). Once bonds are refunded (refinanced), the revenue generated by utility user fees will continue to satisfy the debt service. IV. HISTORY AND FACTS BRIEF: The Process Water Reuse Facility (PWRF) has been owned and operated by the City of Pasco since 1995. It processes wastewater from a variety of vegetable processing facilities located in Pasco. The PWRF consists of numerous mechanical components operating in a highly corrosive environment. Over the past quarter-century, many of these components have worn out or are no longer capable of handling current and future demands. Further, in the 25 years since the facility was built, the technologies employed in and treatment of such waste streams has improved, and the ecological and environmental requirements from State and Federal regulatory agencies have tightened. The facility requires major rehabilitation, replacement and/or ex pansion of major Page 3 of 82 mechanical components and systems. All debt service related to the PWRF is paid by food processors as a part of their annual operational fees. Additionally, a large portion of this issue is intended to refund bonds previously issued by the City that have become "callable". Once callable, the City has the option to refinance a bond if more favorable terms exist in the market, which is the case under the current circumstances. The bond financing team, consisting of senior staff and industry experts, have evaluated the City's callable bonds and have identified opportunities for refinancing that will save the utility and its ratepayers' money though lower interest on current debt. V. DISCUSSION: The need for significant capital investment in the PWRF has been discussed with Council during the preparation of the 2019-2020 Biennial Budget, the subsequent mid- biennium adjustment, as well as the 2019-2024 and 2020-2025 Capital Improvement Plan adoptions. As planned and previously discussed, some of the projects on the bond lists are currently under construction. Staff was awaiting cost estimates and project schedules on projects that needed to be bundled in this bond issuance to optimize bond issuance costs. The City issued revenue bonds in 2009 and 2010 that are now eligible for refinancing. Based on the current market factors, the bond financing team has identified $9,100,000 in outstanding debt that the City can refinance. Due to the significant economic impact of COVID-19, bond markets have been changing more than what is usual. Municipal bonds are very attractive to investors in times of uncertainty. The challenge that the world will face in the coming times due to COVID-19 is uncertain. The City has already invested a third of the anticipated bond proceed to construct Foster Wells Force Main and Columbia East Force Main and Lift Station. Additionally, food processors are critical economic actors for the City, region, and the State. As we evaluate the impact of COVID-19 to the City, it is imperative that we continue providing critical utility services to assist in public interest with food processing and economic interest with job sustainment/growth. The attached Ordinance gives the City Manager authority to conduct the sale of the bond within parameters defined by Council at maximum coupon rate (6.25%), true interest coupon rate (6.25%), and principal amount ($25,500,000). You can find more details on Exhibit A of the attached Ordinance. Staff will wait for the right market factors to make decisions within the parameters approved by the Council. If approved by Council, Staff will advance the issuance of the bond with an anticipated close in May 2020. Page 4 of 82 Page 5 of 82 Project Name Description Maximum Amount Columbia East Force Main & Lift Station The Columbia East Lift Station portion of this project has been designed, is under construction and will be completed in 2019. The remainder of this project is for the design and construction of two force mains that will serve multiple food processors in the Commercial Avenue-Kahlotus Highway area and direct food process water (industrial waste) to the City's Process Water Reuse Facility (PWRF). Three food processors will have use of this force main: Simplot RDO, Grimmway and Freeze Pack. This project will allow for the diversion of 1.5 MGD of industrial waste away from the municipal wastewater treatment plant and directed to the PWRF. $1,930,000 Foster Wells Force Main Construction. $4,000,000 Irrigation Pump Station The Process Water Reuse Facility (PWRF) includes an irrigation pump station (IPS). The existing IPS is in serious need of replacement due to deterioration to the point of multiple minor failures. If the current pump station were to have a major failure, there would be no way to pump the process water out of the facility to the crop fields. Complete shut down of all food processor partners would be needed until repairs could be made. This project was fully designed in 2019. $8,800,000 PWRF Primary Treatment Improvements This project will construct improvements to the Process Water Reuse Facility (PWRF) to allow for additional capacity and improved treatment of the food processors' industrial waste being pumped to the facility. This project will also address the odor issues that currently plague the facility. $1,500,000 PWRF Utility Bond $16,230,000      Page 6 of 82 11900 NE 1st Street, Suite 300 Bellevue, Washington 98005 City of Pasco, Washington Water and Sewer Improvement Refunding Revenue Bonds, 2020A Water and Sewer Improvement Revenue Bonds, 2020B (Taxable) Schedule of Events (February 7, 2020) DATE EVENT RESPONSIBILITY Complete Kick-off Call ALL Complete Data Request for Preliminary Official Statement (“POS”) Sent to the City BC Tue, Feb 18 Draft of Bond Ordinance Available BC Tue, Feb 25 Comments Due on Bond Ordinance ALL Tue, Feb 25 Data Request Returned to Bond Counsel City Mon, Mar 2 Draft of POS / Bond Ordinance Available BC Mon, Mar 9 Call / Meeting on Financing Documents ALL Wed Mar 11 Bond Ordinance Provided for Council Packets BC, City Mon, Mar 16 Draft of POS Available BC Mon, Mar 16 Council Meeting – Introduce Bond Ordinance City Mon, Mar 23 Comments Due on POS ALL Wed, Mar 25 Documents to S&P Global Ratings (Rating Agency) FA Week of Apr 6 Rating Call City, FA, UW Mon, Apr 6 Council Meeting – Approve Delegation Bond Ordinance City Publication of Bond Ordinance City Bond Ordinance Effective (5 Days after Publication) City Thu, Apr 16 Call to finalize POS / Due Diligence Call (Time TBD) ALL Thu, Apr 16 Receive Rating FA, City Fri, Apr 17 Post POS BC, UW Mon, Apr 27 Pre-Pricing Call (Time TBD) City, FA, UW Tue, Apr 28 Bond Sale ALL Tue, May 12 Closing ALL __________________________ City: City of Pasco BC: Bond Counsel (Foster Garvey PC) FA: Financial Advisor (NWMA) UW: Underwriter (D.A. Davidson) S M T W T F S S M T W T F S S M T W T F S S M T W T F S 1 2 3 4 1 1 2 3 4 5 6 7 1 2 3 4 5 6 7 8 9 10 11 2 3 4 5 6 7 8 8 9 10 11 12 13 14 5 6 7 8 9 10 11 12 13 14 15 16 17 18 9 10 11 12 13 14 15 15 16 17 18 19 20 21 12 13 14 15 16 17 18 19 20 21 22 23 24 25 16 17 18 19 20 21 22 22 23 24 25 26 27 28 19 20 21 22 23 24 25 26 27 28 29 30 31 23 24 25 26 27 28 29 29 30 31 26 27 28 29 30 JANUARY FEBRUARY MARCH APRIL Page 7 of 82 Draft of 3/11/2020 FG:53545682.3 CITY OF PASCO, WASHINGTON ORDINANCE NO. ____ AN ORDINANCE relating to the waterworks utility of the City; specifying, adopting and ordering the carrying out of a system or plan of additions to and betterments and extensions of the waterworks utility; providing for the issuance, sale and delivery of not to exceed $25,500,000 aggregate principal amount of water and sewer improvement and refunding revenue bonds to provide funds to (a) pay or reimburse all or a portion of the costs of carrying out the plan of additions, (b) refund and redeem outstanding water and sewer revenue bonds of the City, (c) make a deposit to the debt service reserve account, as needed, and (d) pay the costs of issuance and sale of the bonds and the administrative costs of the refunding; fixing or setting parameters with respect to certain terms and covenants of the bonds; appointing the City’s designated representative to approve the final terms of the sale of the bonds; and providing for related matters. Passed: April 6, 2020 This document prepared by: Foster Garvey P.C. 1111 Third Avenue, Suite 3000 Seattle, Washington 98101 (206) 447-4400 Page 8 of 82 -i- TABLE OF CONTENTS* Page Section 1. Definitions................................................................................................................1  Section 2. Findings and Determinations ...................................................................................9  Section 3. Plan of Additions ...................................................................................................10  Section 4. Authorization of the Bonds ....................................................................................11  Section 5. Appointment of Designated Representative; Description of the Bonds ................11  Section 6. Bond Registrar; Registration and Transfer of Bonds .............................................12  Section 7. Form and Execution of Bonds. ..............................................................................13  Section 8. Payment of Bonds ..................................................................................................13  Section 9. Redemption Provisions and Purchase of Bonds ....................................................14  Section 10. Failure to Pay Bonds ..............................................................................................15  Section 11. Bond Fund; Payments into Bond Fund ..................................................................15  Section 12. Rate Stabilization Account ....................................................................................17  Section 13. Pledge, Lien and Charge for Payment of the Bonds ..............................................17  Section 14. Flow of Funds ........................................................................................................17  Section 15. Covenants ...............................................................................................................18  Section 16. Provisions for Future Parity Bonds ........................................................................19  Section 17. Separate Utility Systems. .......................................................................................20  Section 18. Contract Resource Obligations. .............................................................................20  Section 19. Tax Covenants. ......................................................................................................21  Section 20. Refunding or Defeasance of Bonds .......................................................................22  Section 21. Deposit of Bond Proceeds; Creation of Construction Accounts ............................22  Section 22. Use of Refunding Proceeds; the Refunding Plan ...................................................23  Section 23. Amendatory and Supplemental Ordinances ...........................................................25  Section 24. Defaults and Remedies ..........................................................................................27  Section 25. Sale and Delivery of the Bonds .............................................................................30  Section 26. Official Statement; Continuing Disclosure ............................................................31  Section 27. General Authorization and Ratification .................................................................31  Section 28. Severability ............................................................................................................31  Section 29. Effective Date of Ordinance ..................................................................................32  Exhibit A Parameters for Final Terms Exhibit B Parity Conditions Exhibit C Form of Undertaking to Provide Continuing Disclosure *The cover page, table of contents and section headings of this ordinance are for convenience of reference only, and shall not be used to resolve any question of interpretation of this ordinance. Page 9 of 82 -1- CITY OF PASCO, WASHINGTON ORDINANCE NO. ____ AN ORDINANCE relating to the waterworks utility of the City; specifying, adopting and ordering the carrying out of a system or plan of additions to and betterments and extensions of the waterworks utility; providing for the issuance, sale and delivery of not to exceed $25,500,000 aggregate principal amount of water and sewer improvement and refunding revenue bonds to provide funds to (a) pay or reimburse all or a portion of the costs of carrying out the plan of additions, (b) refund and redeem outstanding water and sewer revenue bonds of the City, (c) make a deposit to the debt service reserve account, as needed, and (d) pay the costs of issuance and sale of the bonds and the administrative costs of the refunding; fixing or setting parameters with respect to certain terms and covenants of the bonds; appointing the City’s designated representative to approve the final terms of the sale of the bonds; and providing for related matters. THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON, DO ORDAIN as follows: Section 1. Definitions. As used in this ordinance, the following capitalized terms have the following meanings: (a) “2009 Bonds” means the outstanding Water and Sewer Revenue Bonds, 2009, of the City issued pursuant to Ordinance No. 3915. (b) “2010A Bonds” means the outstanding Water and Sewer Improvement and Refunding Revenue Bonds, 2010A, of the City issued pursuant to Ordinance No. 3962. (c) “2010T Bonds” means the outstanding Water and Sewer Refunding Revenue Bonds, 2010T (Taxable), of the City issued pursuant to Ordinance No. 3962. (d) “2013A Bonds” means the outstanding Water and Sewer Revenue Bonds, 2013A, of the City issued pursuant to Ordinance No. 4126. (e) “2013T Bonds” means the outstanding Water and Sewer Revenue Bonds, 2013T (Taxable), of the City issued pursuant to Ordinance No. 4126. (f) “2015 Bonds” means the outstanding Water and Sewer Improvement and Refunding Revenue Bonds, 2015, of the City issued pursuant to Ordinance No. 4254. (g) “2017 Bonds” means the outstanding Water and Sewer Revenue Bonds, 2017, of the City issued pursuant to Ordinance No. 4365. (h) “Acquired Obligations” means the United States Treasury Certificates of Indebtedness, Notes, and Bonds-State and Local Government Series and/or other Government Obligations, as identified in the Refunding Trust Agreement, purchased to carry out the Refunding Plan. Page 10 of 82 -2- (i) “Alternate Security” means any bond insurance, collateral, security, 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 specified Parity Bonds, issued by an institution which has been assigned a credit rating at the time of issuance of the applicable Parity Bonds, respectively, secured by such Alternate Security in the highest rating categories by both Moody’s Investors Service, Inc., and S&P Global. When the 2009 Bonds, 2010A Bonds, 2013A Bonds and 2013T Bonds are no longer outstanding “Alternate Security” shall mean any bond insurance, collateral, security, 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 specified Parity Bonds, issued by an institution which has been assigned a credit rating at the time of issuance of the applicable Parity Bonds, respectively, secured by such Alternate Security in one of the two highest rating categories by either Moody’s Investors Service, Inc. or S&P Global Ratings. (j) “Annual Debt Service” for any or all Parity Bonds for any year means all the interest, plus all principal which will mature or come due in such year, less all bond interest payable from the proceeds of any such bonds in that year. (k) “Assessment Bonds” means, at the time of determination, Parity Bonds then outstanding equal to the sum of the nondelinquent unpaid principal amount of ULID Assessments then outstanding plus any ULID Assessment payments then on deposit in the Principal and Interest Account of the Bond Fund. Assessment Bonds shall be allocated to each remaining maturity of Parity Bonds in the same proportion as the total of the Assessment Bonds relates to the total of the Parity Bonds then outstanding. (l) “Authorized Denomination” means $5,000 or any integral multiple thereof within a maturity. (m) “Average Annual Debt Service” means, at the time of its calculation, the sum of the Annual Debt Service for the remaining years to the last scheduled maturity of the applicable Parity Bonds divided by the number of those years. (n) “Beneficial Owner” means, with respect to a Bond, the owner of any beneficial interest in that Bond. (o) “Bond” means each Project Bond and each Refunding Bond issued pursuant to and for the purposes provided in this ordinance. (p) “Bond Counsel” means the firm of Foster Garvey P.C., its successor, or any other attorney or firm of attorneys selected by the City with a nationally recognized standing as bond counsel in the field of municipal finance. (q) “Bond Fund” means the Water and Sewer Revenue and Refunding Bond Redemption Fund, 1991, of the City created and established by Ordinance No. 2846 for the payment of the principal of and interest on the Parity Bonds. (r) “Bond Purchase Contract” means an offer to purchase a Series of Bonds, setting forth certain terms and conditions of the issuance, sale and delivery of those Bonds, which offer Page 11 of 82 -3- is authorized to be accepted by the Designated Representative on behalf of the City, if consistent with this ordinance. (s) “Bond Register” means the books or records maintained by the Bond Registrar for the purpose of identifying ownership of each Bond. (t) “Bond Registrar” means the Fiscal Agent, or any successor bond registrar selected by the City. (u) “City” means the City of Pasco, Washington, a municipal corporation duly organized and existing under the laws of the State. (v) “City Clerk” means the City Clerk of the City or the successor to the functions of that officer. (w) “City Contribution” means legally available money of the City, in addition to proceeds of the Bonds, necessary or advisable to carry out the Refunding Plan, as determined by the Designated Representative. (x) “City Council” means the legislative authority of the City, as duly and regularly constituted from time to time. (y) “City Manager” means the City’s City Manager or such other officer of the City who succeeds to substantially all of the responsibilities of that office. (z) “Code” means the United States Internal Revenue Code of 1986, as amended, and applicable rules and regulations promulgated thereunder. (aa) “Contract Resource Obligation” means an obligation of the City designated as a Contract Resource Obligation in accordance with Section 18 to make payments for water supply, sewer service, water or wastewater transmission, treatment or other utility service or commodity to another person or entity (including without limitation any Separate Utility System). (bb) “Construction Accounts” means such accounts created in the Water/Sewer Fund as the Finance Director shall designate for the purpose of paying the costs of the Plan of Additions and the costs of issuance of the Bonds. (cc) “Coverage Requirement” in any year means an amount of Net Revenue, together with the ULID Assessments collected in that year, equal to at least the Maximum Annual Debt Service on all Assessment Bonds plus an amount of the Net Revenue not used to calculate the Coverage Requirement on Assessment Bonds equal to at least 1.25 times Maximum Annual Debt Service on all bonds payable from the Bond Fund that are not Assessment Bonds. When the Outstanding Bonds are no longer outstanding “Coverage Requirement” shall mean an amount of Net Revenue, together with the ULID Assessments collected in that year, equal to at least Annual Debt Service on all Assessment Bonds for that year plus an amount of the Net Revenue not used to calculate the Coverage Requirement on Assessment Bonds equal to at least 1.25 times Annual Debt Service on all bonds payable from the Bond Fund that are not Assessment Bonds in that year. Page 12 of 82 -4- (dd) “DTC” means The Depository Trust Company, New York, New York, or its nominee. (ee) “Designated Representative” means the officer of the City appointed in Section 5 of this ordinance to serve as the City’s designated representative in accordance with RCW 39.46.040(2). (ff) “Final Terms” means the terms and conditions for the sale of a Series of Bonds, including the amount, date or dates, denominations, interest rate or rates (or mechanism for determining interest rate or rates), payment dates, final maturity, redemption rights, price, and other terms or covenants, including minimum savings for refunding bonds (if the refunding bonds are issued for savings purposes). (gg) “Finance Director” means the City’s Finance Director or such other officer of the City who succeeds to substantially all of the responsibilities of that office. (hh) “Fiscal Agent” means the fiscal agent of the State, as the same may be designated by the State from time to time. (ii) “Future Parity Bonds” means any and all water and sewer revenue bonds or other obligations of the City issued or incurred after the date of the issuance of the Bonds pursuant to the provisions of the Parity Bond Ordinances, the payment of the principal of and interest on which constitutes a lien and charge upon the Net Revenue and ULID Assessments on a parity with the lien and charge upon such Net Revenue and ULID Assessments for the Outstanding Parity Bonds and the Bonds, but shall not include variable rate obligations. (jj) “Government Obligations” has the meaning given in RCW 39.53.010, as now in effect or as may hereafter be amended. (kk) “Gross Revenue” means all of the earnings and revenues received by the City from the maintenance and operation of the Waterworks Utility, all earnings from the investment of money on deposit in the Bond Fund and, when the Outstanding Parity Bonds are no longer outstanding, withdrawals from the Rate Stabilization Account, but not including: (i) ULID Assessments, (ii) government grants, (iii) proceeds from the sale of Waterworks Utility property, (iv) City taxes collected by or through the Waterworks Utility, (v) principal proceeds of bonds, (vi) earnings or proceeds from any investments in a trust, defeasance or escrow fund created to defease or refund Waterworks Utility obligations (until commingled with other earnings and revenues of the Waterworks Utility) or held in a special account for the purpose of paying a rebate to the United States Government under the Code or, when the Outstanding Parity Bonds are no longer outstanding, (vii) deposits to the Rate Stabilization Account or (viii) revenues of a Separate Utility System. (ll) “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. (mm) “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 Page 13 of 82 -5- any successor or substitute letter relating to the operational procedures of the Securities Depository. (nn) “Maximum Annual Debt Service” means, at the time of calculation, the maximum amount of Annual Debt Service that will mature or come due in the current year or any future year on the outstanding Parity Bonds. (oo) “Mayor” means the Mayor of the City or the successor to the functions of that office. (pp) “MSRB” means the Municipal Securities Rulemaking Board. (qq) “Net Revenue” means the Gross Revenue less Operating and Maintenance Expenses. (rr) “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. (ss) “Operating and Maintenance Expenses” means all reasonable expenses incurred by the City in causing the Waterworks Utility to be operated and maintained in good repair, working order and condition, including payments made to any other municipal corporation or private entity for water service and for sewage treatment and disposal service or other utility service in the event the City combines such service in the Waterworks Utility and enters into a contract for such service and, when the Outstanding Parity Bonds are no longer outstanding, payments made in respect of any Contract Resource Obligation, but not including: (i) any depreciation, (ii) taxes levied or imposed by the City or payments to the City in lieu of taxes, or (iii) capital additions or capital replacements to the Waterworks Utility. (tt) “Outstanding Parity Bonds” means the outstanding 2009 Bonds, 2010A Bonds, 2013A Bonds, 2013T Bonds, 2015 Bonds and the 2017 Bonds. Outstanding Parity Bonds do not include any Refunded Bonds. (uu) “Owner” means, without distinction, the Registered Owner and the Beneficial Owner. (vv) “Parity Bonds” means the Outstanding Parity Bonds, the Bonds and any Future Parity Bonds. (ww) “Parity Bond Ordinances” means Ordinance No. 3915, Ordinance No. 3962, Ordinance No. 4126, Ordinance No. 4254, Ordinance No. 4365 and this ordinance. (xx) “Parity Conditions” means the conditions for issuing Future Parity Bonds set forth in Exhibit B to this ordinance, which is incorporated herein by this reference. Page 14 of 82 -6- (yy) “Plan of Additions” means the system or plan of additions to and betterments and extensions of the Waterworks Utility specified, adopted and ordered to be carried out by this ordinance. (zz) “Principal and Interest Account” means the account of that name created in the Bond Fund for the payment of the principal of and interest on all Parity Bonds. (aaa) “Project Bond” means each bond issued pursuant to this ordinance for the purpose of providing money required to carry out and accomplish the Plan of Additions, including without limitation paying the allocable share of the costs related to the issuance, sale and delivery of such bond and providing for the Reserve Requirement with respect to the Project Bonds. (bbb) “Purchaser” means D.A. Davidson & Co. of Seattle, Washington, or such other purchaser of the Bonds whose offer is accepted by the Designated Representative in accordance with this ordinance. (ccc) “Rate Stabilization Account” means the account of that name created in the Water and Sewer Revenue Fund pursuant to Section 12. (ddd) “Rating Agency” means any nationally recognized rating agency then maintaining a rating on the Bonds at the request of the City. (eee) “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. (fff) “Redemption Date” means, with respect to each series of the Refunded Bonds, a date or dates selected by the Designated Representative. (ggg) “Refunded Bonds” means the Refunding Candidates selected by the Designated Representative and identified in the Refunding Plan. (hhh) “Refunding Bond” means each bond issued pursuant to this ordinance for the purpose of carrying out the Refunding Plan, including without limitation paying the administrative costs of the refunding and the allocable share of costs related to the issuance, sale and delivery of such bond and providing for the Reserve Requirement with respect to the Refunding Bonds. (iii) “Refunding Candidates” means: (1) the currently outstanding $5,005,000 principal amount of the 2009 Bonds not subject to extraordinary redemption maturing on May 1 of each of the years 2021 and 2023 through 2029; and (2) the currently outstanding $3,880,000 principal amount of the 2010A Bonds maturing on June 1 of each of the years 2020, 2025 and 2029. (jjj) “Refunding Plan” means (as further described in the Refunding Trust Agreement): Page 15 of 82 -7- (1) the deposit with the Refunding Trustee of proceeds of the Bonds in an amount, together with the City Contribution (if any), sufficient to acquire the Acquired Obligations and establish a beginning cash balance; (2) the receipt by the Refunding Trustee of the maturing principal of and interest on the Acquired Obligations, and the application of such amounts (together with any other cash held by it) to pay principal of and interest on the Refunded Bonds when due up to and including the applicable Redemption Dates, and the call, payment and redemption of the Refunded Bonds on the applicable Redemption Dates at a price equal to the principal amount to be redeemed; and (3) payment of the costs of issuing the Bonds and the costs of carrying out the foregoing elements of the Refunding Plan, if payment of such costs is so specified in the Refunding Trust Agreement. (kkk) “Refunding Trust Agreement” means the refunding trust agreement between the City and the Refunding Trustee, providing for the carrying out of the Refunding Plan. (lll) “Refunding Trustee” means the trustee, or any successor trustee, designated by the Designated Representative to serve as refunding trustee to carry out the Refunding Plan. (mmm) “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. (nnn) “Reserve Account” means the account of that name created in the Bond Fund for the purpose of securing the payment of the principal of and interest on the Parity Bonds. (ooo) “Reserve Insurance” means, in lieu of cash and investments, any insurance obtained by the City to fund all or a portion of the Reserve Requirement for any Parity Bonds then outstanding for which such insurance is obtained. When the 2009 Bonds, 2010A Bonds, 2013A Bonds and 2013T Bonds are no longer outstanding “Reserve Insurance” shall mean, in lieu of cash and investments, any bond insurance, collateral, security, letter of credit, guaranty, surety bond or similar credit enhancement device to fund, provide for or secure the payment of all or part of the Reserve Requirement on any specified Parity Bonds, issued by an institution which has been assigned a credit rating at the time of issuance of the applicable Parity Bonds, respectively, secured by such Reserve Insurance in one of the two highest rating categories by either Moody’s Investors Service, Inc. or S&P Global Ratings. (ppp) “Reserve Requirement” means: (1) For the Outstanding Parity Bonds and the Bonds, an amount equal to the least of (a) 10% of the issue price of the then-outstanding Parity Bonds, (b) Maximum Annual Debt Service on the then-outstanding Parity Bonds and (c) 1.25 times Average Annual Debt Service on the then-outstanding Parity Bonds. For the purposes of determining Maximum Annual Debt Service and Average Annual Debt Service for calculating the Reserve Requirement, all bonds payable or proposed to be paid from the Page 16 of 82 -8- Bond Fund shall be treated as a single issue and the number of years to the last scheduled maturity for any of those issues shall be used as the denominator. (2) For any Future Parity Bonds secured by the Reserve Account, an amount equal to the difference between the Reserve Requirement for the then-outstanding Parity Bonds secured by the Reserve Account and the least of (a) 10% of the issue price of the then-outstanding Parity Bonds secured by the Reserve Account and the Future Parity Bonds proposed to be issued, (b) Maximum Annual Debt Service on the then-outstanding Parity Bonds secured by the Reserve Account and the Future Parity Bonds proposed to be issued and (c) 1.25 times Average Annual Debt Service on the then-outstanding Parity Bonds secured by the Reserve Account and the Future Parity Bonds proposed to be issued, but in no event to exceed an amount equal to the least of 10% of the issue price of the proposed Future Parity Bonds, Maximum Annual Debt Service on those bonds and 1.25 times Average Annual Debt Service on the proposed bonds. For the purposes of determining Maximum Annual Debt Service and Average Annual Debt Service for calculating the Reserve Requirement, all bonds payable or proposed to be paid from the Bond Fund secured by the Reserve Account shall be treated as a single issue and the number of years to the last scheduled maturity for any of those issues shall be used as the denominator. (qqq) “Rule 15c2-12” means Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934, as amended. (rrr) “SEC” means the United States Securities and Exchange Commission. (sss) “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. (ttt) “Series of Bonds” or “Series” means a series of the Bonds issued pursuant to this ordinance. (uuu) “Separate Utility System” means any water supply, sewer service, water or wastewater transmission, treatment or other utility service, commodity or facilities that may be created, acquired or constructed by the City as provided in Section 17. (vvv) “State” means the State of Washington. (www) “System of Registration” means the system of registration for the City’s bonds and other obligations set forth in Ordinance No. 2845. (xxx) “Taxable Series” means any Series of Bonds issued as taxable bonds as determined by the Designated Representative pursuant to the parameters for Final Terms set forth in Exhibit A and identified in the Bond Purchase Contract for such Series of Bonds. (yyy) “Tax-Exempt Series” means any Series of Bonds issued as tax-exempt bonds as determined by the Designated Representative pursuant to the parameters for Final Terms set forth in Exhibit A and identified in the Bond Purchase Contract for such Series of Bonds. Page 17 of 82 -9- (zzz) “Term Bonds” means each Bond designated as a Term Bond and subject to mandatory redemption in the years and amounts set forth in the Bond Purchase Contract. For any Outstanding Parity Bonds or Future Parity Bonds, “Term Bonds” means those bonds of any single issue or series designated as Term Bonds pursuant to the ordinance authorizing their issuance or sale and which are subject to mandatory prior redemption or for which mandatory sinking fund installments are provided. (aaaa) “ULID” means utility local improvement district. (bbbb) “ULID Assessments” means all ULID assessments and installments thereof, plus interest and penalties thereon, in any ULID created to secure the payment of any Parity Bonds and pledged to be paid into the Bond Fund. (cccc) “Undertaking” means the undertaking to provide continuing disclosure entered into pursuant to Section 26(c) of this ordinance. (dddd) “Water and Sewer Revenue Fund” means that special fund of the City into which all of the Gross Revenue shall be deposited. (eeee) “Waterworks Utility” means the combined sewerage system and water system of the City, together with the storm or surface water sewers and agricultural/industrial wastewater treatment facilities heretofore or hereafter authorized to be constructed and installed as a part of such combined systems, and together with all additions thereto and betterments and extensions thereof now or hereafter made. Section 2. Findings and Determinations. The City takes note of the following facts and makes the following findings and determinations: (a) Background. The City, by Ordinance No. 531, passed March 7, 1944, provided that the system of sewerage of the City, including all additions, extensions and betterments thereto, should be operated as a part of and as belonging to the Waterworks Utility pursuant to the provisions of Chapter 193 of the Laws of 1941 of the State of Washington (RCW 35.67.320 et seq.). (b) Plan of Additions. The City has determined that it is necessary and in the best interests of the City to carry out the Plan of Additions. (c) Outstanding Parity Bonds. Pursuant to Ordinance No. 2846, the City heretofore issued and sold its 1991 Bonds (all of which have been paid and retired), and reserved the right to issue additional water and sewer revenue bonds of the City which would have a lien and charge upon the Net Revenue and ULID Assessments on a parity with those 1991 Bonds if the Parity Conditions are met. The City currently has outstanding the following water and sewer revenue bonds issued on a parity of lien and charge on the Net Revenue and ULID Assessments with the 1991 Bonds: Page 18 of 82 -10- Name of Issue Original Principal Amount Dated Date Authorizing Ordinance Ordinance Passage Date 2009 Bonds $10,045,000 4/17/2009 3915 4/06/2009 2010A Bonds 9,070,000 6/03/2010 3962 5/17/2010 2013A Bonds 2,520,000 12/05/2013 4126 11/18/2013 2013T Bonds 7,235,000 12/05/2013 4126 11/18/2013 2015 Bonds 14,380,000 12/22/2015 4254 11/30/2015 2017 Bonds 9,415,000 12/19/2017 4365 11/20/2017 (d) Parity Conditions Met. The City Council finds and declares that (1) all payments required by the Outstanding Parity Bonds are provided for in this ordinance or have been provided for or made into the Bond Fund for those outstanding bonds and that no deficiency exists in such fund; (2) provision is hereinafter made for the deposit in the Reserve Account of the Bond Fund of the Reserve Requirement for the Bonds; and (3) that all other conditions set forth in the Parity Conditions will have been met and satisfied before the Bonds are delivered to the initial purchaser. (e) Refunding Candidates. In order to realize a debt service savings to the City and its ratepayers, the City Council wishes to refund all or a portion of the Refunding Candidates. Chapter 39.53 RCW and other laws of the State authorize the City to carry out the Refunding Plan. (f) Sufficiency of Gross Revenue; Due Regard. The City Council finds and determines that the Gross Revenue will be more than sufficient to (1) meet all Operating and Maintenance Expenses thereof (and the cost of maintenance and operation as contemplated by RCW 35.92.100), and the debt service requirements of the Outstanding Parity Bonds, and (2) permit the setting aside into the Bond Fund out of the Net Revenue of amounts sufficient to pay the principal of and interest on the Bonds when due. The City Council declares that in creating the Bond Fund and in fixing the amounts to be paid into that fund, it has exercised due regard for Operating and Maintenance Expenses (and the cost of maintenance and operation contemplated by RCW 35.92.100) and the debt service requirements of the Outstanding Parity Bonds, and the City has not bound or obligated itself to set aside and pay into the Bond Fund a greater amount or proportion of the Gross Revenue than in the judgment of the City Council will be available over and above such Operating and Maintenance Expenses and debt service requirements of the Outstanding Parity Bonds, and that the City has not pledged any portion of the Gross Revenue for any indebtedness other than the Outstanding Parity Bonds. (g) Issuance of Bonds. Based on the foregoing, the City Council finds that it is in the best interest of the City to issue and sell the Bonds to the Purchaser, pursuant to the terms set forth in the Bond Purchase Contract as approved by the Designated Representative consistent with this ordinance. Section 3. Plan of Additions. The City specifies, adopts and orders the carrying out of a system or plan of additions to and betterments and extensions of the Waterworks Utility consisting of the following improvements (the “Plan of Additions”), which are included and more particularly described in the City’s 2019-2024 Capital Improvement Plan, 2020-2025 Page 19 of 82 -11- Capital Improvement Plan and prior Capital Improvement Plans and other comprehensive and improvement plans of the City: (a) Portions of the Columbia east force main & lift station improvements, including: the remainder of the design and construction of two force mains that will serve multiple food processors and direct food process water (industrial waste) to the process water reuse facility; (b) Foster wells force main improvements, including: building a new force main from the Foster wells lift station to the process water reuse facility; (c) Process water reuse facility irrigation pump station, including: replacing the existing pump station for delivery of process water to agricultural users; and (d) Process water reuse facility primary treatment improvements, including: constructing improvements to allow for additional capacity and improved treatment of industrial waste from food processors. There shall be included in the foregoing system or plan the acquisition and installation of all necessary valves, pumps, fittings, couplings, connections, equipment and appurtenances, and replacements and improvements necessary or desirable to maintain or increase the effectiveness of the service provided by such facilities, other improvements to and extensions of the Waterworks Utility, the acquisition of any easements, rights-of-way and land that may be required and the performance of such work as may be incidental and necessary. All of the foregoing shall be in accordance with the plans and specifications therefor prepared by the staff and consulting engineers of the City. The City Council may modify the details of the Plan of Additions where, in its judgment, it appears advisable if such modifications do not substantially alter the purposes of the Plan of Additions. The estimated cost of the acquisition, construction, installation and financing of the above-described improvements to be paid from the proceeds of the Bonds is declared to be approximately $16,230,000. Any excess proceeds of the Project Bonds remaining following payment of the costs of the Plan of Additions shall be applied to costs of other improvements to the Waterworks Utility heretofore or hereafter approved in the City’s Capital Budget. Section 4. Authorization of the Bonds. The City is authorized to issue, sell and deliver water and sewer improvement and refunding revenue bonds in one or more Series for the purpose of providing funds necessary to (a) pay costs of carrying out the Plan of Additions, (b) carry out the Refunding Plan; (c) make a deposit to the Reserve Account as needed to satisfy the Reserve Requirement and (d) pay the costs of issuance and sale of the Bonds. Section 5. Appointment of Designated Representative; Description of the Bonds. The City Manager and the Finance Director each are appointed as the Designated Representative of the City and each of them acting alone is authorized and directed to conduct the sale of the Bonds in the manner and upon the terms deemed most advantageous to the City, and to approve the Final Terms of the Bonds, with such additional terms and covenants as the Designated Page 20 of 82 -12- Representative deems advisable, within the parameters set forth in Exhibit A, which is attached to this ordinance and incorporated by this reference. Section 6. Bond Registrar; Registration and Transfer of Bonds. (a) Registration of Bonds; Bond Register. Each Bond shall be issued only in registered form as to both principal and interest, and the ownership of each Bond shall be recorded on the Bond Register. The Bond Register shall contain the name and mailing address of each Registered Owner and the principal amount and number of each Bond held by each Registered Owner. (b) Bond Registrar; Duties. The Fiscal Agent is appointed as initial Bond Registrar. The Bond Registrar shall keep, or cause to be kept, the Bond Register, which shall be open to inspection by the City at all times. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver Bonds transferred or exchanged in accordance with the provisions of the Bonds and this ordinance, to serve as the City’s paying agent for the Bonds and to carry out all of the Bond Registrar’s powers and duties under this ordinance and the System of Registration. The Bond Registrar shall be responsible for its representations contained in the Bond Registrar’s Certificate of Authentication on each Bond. The Bond Registrar may become an Owner with the same rights it would have if it were not the Bond Registrar and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as members of, or in any other capacity with respect to, any committee formed to protect the rights of Owners. (c) Transfer or Exchange. A Bond surrendered to the Bond Registrar may be exchanged for a Bond or Bonds in any Authorized Denomination of an equal aggregate principal amount and of the same Series, interest rate and maturity. A Bond may be transferred only if endorsed in the manner provided thereon and surrendered to the Bond Registrar. Any exchange or transfer shall be without cost to the Owner or transferee. The Bond Registrar shall not be obligated to exchange any Bond or transfer registered ownership during the period between the applicable Record Date and the next upcoming interest payment or redemption date. (d) Securities Depository; Book-Entry Only Form. DTC is appointed as initial Securities Depository. Each Bond initially shall be registered in the name of Cede & Co., as the nominee of DTC. Each Bond registered in the name of the Securities Depository shall be held fully immobilized in book-entry only form by the Securities Depository in accordance with the provisions of the Letter of Representations. Registered ownership of any Bond registered in the name of the Securities Depository may not be transferred except: (i) to any successor Securities Depository; (ii) to any substitute Securities Depository appointed by the City; or (iii) to any person if the Bond is no longer to be held in book-entry only form. Upon the resignation of the Securities Depository, or upon a termination of the services of the Securities Depository by the City, the City may appoint a substitute Securities Depository. If (i) the Securities Depository resigns and the City does not appoint a substitute Securities Depository or (ii) the City terminates the services of the Securities Depository, the Bonds no longer shall be held in book-entry only form and the registered ownership of each Bond may be transferred to any person as provided in this ordinance. Page 21 of 82 -13- 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 7. 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, Water and Sewer [Improvement] [Refunding] [Improvement and Refunding] Bonds, 20[__] 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 8. Payment of Bonds. Principal of and interest on each Bond shall be payable in lawful money of the United States of America. Principal of and interest on each Bond registered in the name of the Securities Depository is payable in the manner set forth in the Letter of Representations. Interest on each Bond not registered in the name of the Securities Depository is payable by electronic transfer on the interest payment date, or by check or draft of the Bond Registrar mailed on the interest payment date to the Registered Owner at the address appearing on the Bond Register on the Record Date. The City is not required to make electronic transfers except pursuant to a request by a Registered Owner in writing received on or prior to the Record Date and at the sole expense of the Registered Owner. Principal of each Bond not registered in the name of the Securities Depository is payable upon presentation and surrender of the Bond by the Registered Owner to the Bond Registrar. The Bonds are payable solely out of the Bond Fund and are not be general obligations of the City. The Bonds are not subject to acceleration under any circumstances. Page 22 of 82 -14- Section 9. Redemption Provisions and Purchase of Bonds. (a) Optional Redemption. The Bonds shall be subject to redemption at the option of the City on terms acceptable to the Designated Representative, as set forth in the Bond Purchase Contract, consistent with the parameters set forth in Exhibit A. (b) Mandatory Redemption. Each Bond that is designated as a Term Bond in the Bond Purchase Contract, consistent with the parameters set forth in Exhibit A and except as set forth below, shall be called for redemption at a price equal to the stated principal amount to be redeemed, plus accrued interest, on the dates and in the amounts as set forth in the Bond Purchase Contract. If a Term Bond is redeemed under the optional redemption provisions, defeased or purchased by the City and surrendered for cancellation, the principal amount of the Term Bond so redeemed, defeased or purchased (irrespective of its actual redemption or purchase price) shall be credited against one or more scheduled mandatory redemption installments for that Term Bond. The City shall determine the manner in which the credit is to be allocated and shall notify the Bond Registrar in writing of its allocation prior to the earliest mandatory redemption date for that Term Bond for which notice of redemption has not already been given. (c) Selection of Bonds for Redemption; Partial Redemption. If fewer than all of the outstanding Bonds are to be redeemed at the option of the City, the City shall select the Series and maturities to be redeemed. If fewer than all of the outstanding Bonds of a maturity of a Series are to be redeemed, the Securities Depository shall select Bonds registered in the name of the Securities Depository to be redeemed in accordance with the Letter of Representations, and the Bond Registrar shall select all other Bonds to be redeemed randomly in such manner as the Bond Registrar shall determine. The Bond Purchase Contract may establish the manner in which any Taxable Series or portions of any Taxable Series are selected for redemption. All or a portion of the principal amount of any Bond that is to be redeemed may be redeemed in any Authorized Denomination. If less than all of the outstanding principal amount of any Bond is redeemed, upon surrender of that Bond to the Bond Registrar, there shall be issued to the Registered Owner, without charge, a new Bond (or Bonds, at the option of the Registered Owner) of the same Series, maturity and interest rate in any Authorized Denomination in the aggregate principal amount to remain outstanding. (d) Notice of Redemption. Notice of redemption of each Bond registered in the name of the Securities Depository shall be given in accordance with the Letter of Representations. Notice of redemption of each other Bond, unless waived by the Registered Owner, shall be given by the Bond Registrar not less than 20 nor more than 60 days prior to the date fixed for redemption by first-class mail, postage prepaid, to the Registered Owner at the address appearing on the Bond Register on the Record Date. The requirements of the preceding sentence shall be satisfied when notice has been mailed as so provided, whether or not it is actually received by an Owner. In addition, the redemption notice shall be mailed or sent electronically within the same period to the MSRB (if required under the Undertaking), to each Rating Agency, and to such other persons and with such additional information as the Finance Director shall determine, but these additional mailings shall not be a condition precedent to the redemption of any Bond. Page 23 of 82 -15- (e) Rescission of Optional Redemption Notice. In the case of an optional redemption, the notice of redemption may state that the City retains the right to rescind the redemption notice and the redemption by giving a notice of rescission to the affected Registered Owners at any time on or prior to the date fixed for redemption. Any notice of optional redemption that is so rescinded shall be of no effect, and each Bond for which a notice of redemption has been rescinded shall remain outstanding. (f) Effect of Redemption. Interest on each Bond called for redemption shall cease to accrue on the date fixed for redemption, unless either the notice of optional redemption is rescinded as set forth above, or money sufficient to effect such redemption is not on deposit in the Bond Fund or in a trust account established to refund or defease the Bond. (g) Purchase of Bonds. The City reserves the right to purchase any or all of the Bonds offered to the City or in the open market at any time at any price acceptable to the City plus accrued interest to the date of purchase. All Bonds so purchased shall be canceled. Section 10. Failure to Pay Bonds. If the principal of any Bond is not paid when the Bond is properly presented at its maturity or date fixed for redemption, the City shall be obligated to pay interest on that Bond at the same rate provided in the Bond from and after its maturity or date fixed for redemption until that Bond, both principal and interest, is paid in full or until sufficient money for its payment in full is on deposit in the Bond Fund, or in a trust account established to refund or defease the Bond, and the Bond has been called for payment by giving notice of that call to the Registered Owner. Section 11. Bond Fund; Payments into Bond Fund. The Bond Fund has been previously created and established as a special fund of the City known and designated as the Water and Sewer Revenue and Refunding Bond Redemption Fund, 1991, which fund has been divided into two accounts, namely, the Principal and Interest Account and the Reserve Account. So long as any Parity Bonds are outstanding against the Bond Fund, the Finance Director shall set aside and pay into the Bond Fund all ULID Assessments upon their collection and, out of the Net Revenue, certain fixed amounts without regard to any fixed proportion, namely, amounts, together with any ULID Assessments collected by the City and deposited into the applicable account in the Bond Fund and investment earnings in that account, as follows: (a) Into the Principal and Interest Account, on or before each interest or principal and interest payment date, an amount equal to the interest or the principal and interest to become due and payable on that interest or principal and interest payment date of all Parity Bonds; and (b) Into the Reserve Account, on the Issue Date of the Bonds, an amount sufficient, together with any Reserve Insurance, to fully fund the Reserve Requirement for all Parity Bonds. Money deposited in the Reserve Account for the Reserve Requirement for all Parity Bonds may be decreased for any issue of Parity Bonds when and to the extent the City has provided for an Alternate Security or Reserve Insurance for those bonds. When the 2009 Bonds, 2010A Bonds, 2013A Bonds, 2013T Bonds are no longer outstanding, the following paragraph shall become effective: The City may establish, for the Bonds and one or more series of Future Parity Bonds, a separate reserve requirement (which Page 24 of 82 -16- may be zero), to be held in a separate reserve account, for the purpose of securing those Parity Bonds, and those Parity Bonds shall not be secured by amounts in the Reserve Account or by any Reserve Insurance credited to the Reserve Account. The City may establish additional accounts in the Bond Fund for the deposit of ULID Assessments after the deposit of the required amount in the other funds. The Reserve Account for any Future Parity Bonds may be accumulated from any other funds which the City legally may have available for such purpose in addition to using ULID Assessments and Net Revenue. The City further agrees that when the required amounts have been paid into the Reserve Account in the Bond Fund, the City will maintain those amounts therein at all times, except for withdrawals therefrom as authorized herein, until there is sufficient money in the Bond Fund, including the Reserve Account therein, to pay the principal of and interest to maturity on all outstanding bonds payable from the Bond Fund, at which time no further payments need be made into the Bond Fund, and the money in the Bond Fund, including the Reserve Account, may be used to pay that principal and interest. If there shall be a deficiency in the Principal and Interest Account to meet maturing installments of either principal or interest, as the case may be, on the Bonds, the deficiency shall be made up from the Reserve Account by first the withdrawal of cash and investments therefrom and after all cash and investments have been depleted, then by the draws on any Reserve Insurance for that purpose on a pro rata basis. Any deficiency created in the Reserve Account by reason of any withdrawal shall then be made up from the Net Revenue first available after making necessary provisions for the required payments into the Principal and Interest Account. When the Outstanding Parity Bonds are no longer outstanding, the preceding sentence shall be replaced with the following: Any deficiency created in the Reserve Account by reason of any withdrawal shall then be made up in not more than 12 approximately equal monthly installments from Net Revenue in accordance with the flow of funds set forth in Section 14, first, to reinstate each Reserve Insurance pro rata, and second, to make up any remaining deficiency. All money in the Reserve Account not needed to meet the payments of principal and interest when due may be kept on deposit in the official bank depository of the City or in any national bank or may be invested in any legal investment for City funds maturing not later than the interest or principal and interest payment date when the money will be needed. Interest on any of those investments or on that bank account shall be deposited in and become a part of the Reserve Account until the Reserve Requirement shall have been accumulated therein, after which time the interest shall be deposited in the Principal and Interest Account. Notwithstanding the provisions for the deposit or maintenance of earnings in accounts of the Bond Fund, any earnings which are subject to a federal tax or rebate requirement may be withdrawn from the Bond Fund for deposit into a separate fund or account for that purpose. If the City shall fail to set aside and pay into the Bond Fund the amounts which it has obligated itself by this section to set aside and pay therein, the Owner of any Bond may bring suit against the City to compel it to do so. Page 25 of 82 -17- Section 12. Rate Stabilization Account. When the Outstanding Parity Bonds are no longer outstanding, this Section 12 shall become effective: The City is authorized to create the Rate Stabilization Account in the Water and Sewer Revenue Fund. The City may at any time, consistent with the flow of funds in Section 14, deposit in the Rate Stabilization Account Gross Revenue and any other money received by the Waterworks Utility available to be used therefor, excluding principal proceeds of bonds or other obligations. The City may at any time withdraw money from the Rate Stabilization Account for use in accordance with Section 14. Deposits into the Rate Stabilization Account shall reduce Net Revenue for the year in which the deposit is made or, at the option of the City, for the preceding year if the deposit is made within three months after the end of the preceding year. Withdrawals from the Rate Stabilization Account shall increase Net Revenue for the year in which the withdrawal is made or, at the option of the City, for the preceding year if the withdrawal is made within three months after the end of the preceding year. Section 13. Pledge, Lien and Charge for Payment of the Bonds. The Net Revenue and ULID Assessments are pledged to the payment of the principal of and interest on the Bonds when due and shall constitute a lien and charge upon that Net Revenue and ULID Assessments prior and superior to any other charges whatsoever, except that the lien and charge upon such Net Revenue and ULID Assessments for the Bonds shall be on a parity with the lien and charge thereon for any outstanding Parity Bonds. Section 14. Flow of Funds. Funds in the Water and Sewer Revenue Fund shall be used in the following order of priority: (1) To pay Operating and Maintenance Expenses; (2) To make all payments required to be made into the Bond Fund to pay and secure the payment of the Annual Debt Service on all outstanding Parity Bonds; (3) To make all payments required to be made into the Reserve Account and to make all payments (principal and interest) required to be made in connection with Reserve Insurance and any Alternate Security, except if there is not sufficient money to make all payments for Reserve Insurance and any Alternate Security, the payments shall be made on a pro rata basis with deposits in the Reserve Account; (4) To make all payments required to be made into the loan redemption funds or accounts, and other revenue bond redemption funds created to pay the debt service on any revenue obligation having a lien upon the Net Revenue subordinate to the lien of the Bonds; and (5) To make necessary additions, betterments, improvements or repairs to the Waterworks Utility, to retire by redemption or purchase any outstanding Parity Bonds, and when the Outstanding Parity Bonds are no longer outstanding, to make deposits into the Rate Stabilization Account, or for any other lawful purpose. Page 26 of 82 -18- Section 15. Covenants. The City covenants and agrees with the Owner of each of the Bonds as follows: (a) It will not sell, lease, mortgage, or in any manner encumber or dispose of all the properties of the Waterworks Utility unless provision is made for payment into the Bond Fund of an amount sufficient either to defease all outstanding Parity Bonds or to pay the principal of and interest on all the outstanding Parity Bonds in accordance with the terms thereof; and further binds itself irrevocably not to mortgage, sell, lease or in any manner dispose of any part of the Waterworks Utility that is used, useful and material to the operation of such utility unless provision is made for replacement thereof or for payment into the Bond Fund of an amount which shall bear the same ratio to the amount of outstanding Parity Bonds as the Net Revenue available for debt service for such bonds for the twelve months preceding such sale, lease, encumbrance or disposal from the portion of the Waterworks Utility so leased, encumbered or disposed of bears to the Net Revenue available for debt service for such bonds from the entire Waterworks Utility for the same period. Any such money so paid into the Bond Fund shall be used to retire outstanding Parity Bonds at the earliest possible date. (b) It will maintain and keep the Waterworks Utility in good repair, working order and condition and to operate such utility and the business in connection therewith in an efficient manner and at a reasonable cost. (c) It will maintain and collect such rates as will produce sufficient Net Revenue, together with ULID Assessment collections, as will make available for the payment of the principal of and interest on the Parity Bonds as they come due and for payments as required to be made into the Reserve Account therein an amount at least equal to the Coverage Requirement and, in addition thereto, that it will pay all Operating and Maintenance Expenses and otherwise meet the obligations of the City as herein set forth. When the Outstanding Parity Bonds are no longer outstanding, the following sentence shall become effective: A failure to comply with this covenant is not a default of this covenant (or an Event of Default as described in Section 24) if the City, before the date 90 days after the end of the calendar year, (i) employs a licensed professional engineer experienced in the design, construction and operation of municipal utilities or an independent certified public accountant to recommend changes in the City’s rates and (ii) imposes rates at least as high as those recommended by the consultant. (d) It will keep proper books of accounts and records separate and apart from other accounts and records, in which complete and correct entries will be made of all transactions relating to the Waterworks Utility, and it will make available to any Owner on written request the annual operating and income statements of the Waterworks Utility. (e) Except to aid the poor or infirm, to provide for resource conservation or to provide for the proper handling of hazardous materials, it will not furnish water or sewerage service to any customer whatsoever free of charge and it shall, not later than 60 days after the end of each calendar year, take such legal action as may be feasible to enforce collection of all collectible delinquent accounts and, in addition thereto, shall promptly avail itself of its utility lien rights, as set forth in applicable statutes. Page 27 of 82 -19- (f) It will carry the types of insurance on its Waterworks Utility properties in the amounts normally carried by private water and sewer companies engaged in the operation of water and sewerage systems, and the cost of such insurance shall be considered a part of Operating and Maintenance Expenses, or it will implement and maintain a self-insurance program or an insurance pool program with reserves adequate, in the judgment of the City Council, to protect the owners of the Parity Bonds against loss. (g) To the extent permitted by State law, it will maintain its corporate identity and existence so long as any Bonds remain outstanding. (h) It will not grant any competing utility service franchise and will use all legal means to prevent competition with the Waterworks Utility. (i) If on the first day of January in any year, two installments of any ULID Assessment are delinquent, or the final installment of any ULID Assessment has been delinquent for more than one year, the City shall proceed with the foreclosure of the delinquent assessment or delinquent installments thereof in the manner provided by law. Section 16. Provisions for Future Parity Bonds. The City reserves the right to issue Future Parity Bonds if the Parity Conditions set forth in Exhibit B are met and complied with at the time of the issuance of those Future Parity Bonds. Nothing herein contained shall prevent the City from issuing Future Parity Bonds to refund any maturing Parity Bonds then outstanding, money for the payment of which is not otherwise available. Nothing herein contained shall prevent the City from issuing revenue bonds or incurring other obligations that are a charge upon the Net Revenue subordinate or inferior to the payments required to be made therefrom into the Bond Fund for the payment of Parity Bonds or from pledging the payment of utility local improvement district assessments into a redemption fund created for the payment of the principal of and interest on those subordinate lien bonds or obligations as long as such utility local improvement district assessments are levied for improvements constructed from the proceeds of those subordinate lien bonds or obligations. Page 28 of 82 -20- Section 17. Separate Utility Systems. When the Outstanding Parity Bonds are no longer outstanding, this Section 17 shall become effective: The City may at any time create, acquire, construct, finance, own and operate one or more systems for water supply, sewer service, water or wastewater transmission, treatment or other utility service, commodity or facilities, which systems are separate from and in addition to the Waterworks Utility. The revenues of that Separate Utility System, and any utility local improvement district assessments payable solely with respect to improvements to a Separate Utility System, are not included in Gross Revenue and may be pledged to the payment of revenue obligations issued to purchase, construct, condemn or otherwise acquire or expand the Separate Utility System. The City may not pledge Gross Revenue or Net Revenue to the payment of any obligations of a Separate Utility System, except that Net Revenue may be pledged on a basis subordinate to the lien of the Parity Bonds. Section 18. Contract Resource Obligations. When the Outstanding Parity Bonds are no longer outstanding, this Section 18 shall become effective: The City may at any time enter into one or more Contract Resource Obligations for the acquisition, from facilities to be constructed or improved by the use of payments under such Contract Resource Obligations, of water supply, sewer service, water or wastewater transmission, treatment or other utility service or commodity relating to the Waterworks Utility, as follows: (a) The City may agree under a contract containing a Contract Resource Obligation that all payments in respect of that Contract Resource Obligation (including payments prior to the time that water or wastewater service is being provided, or during a suspension or after termination of supply or service) shall be deemed Operating and Maintenance Expenses, so long as the payments required to be made under the Contract Resource Obligation are not subject to acceleration and the following additional requirements are met at the time such obligation is designated as a Contract Resource Obligation: (1) No material default (or Event of Default as defined in Section 24) has occurred and is continuing under the terms of any debt obligation of the City in respect of the Waterworks Utility; and (2) The City has obtained a certificate of an independent utility consultant stating that in its professional opinion: (A) the payments to be made by the City in connection with the Contract Resource Obligation are reasonable for the service rendered; (B) the source of any new supply, and any facilities to be constructed to provide the supply, service or transmission, are sound from a supply or planning standpoint, are technically and economically feasible in accordance with prudent utility practice, and are likely to provide supply, service or transmission no later than a date set forth in the certification; and (C) the Net Revenue will be sufficient to meet the Coverage Requirement for each of the five calendar years following the calendar year in which the Contract Resource Obligation is incurred, where the calculation of Net Revenue (i) takes into account the adjustments permitted in connection with a coverage certification given under the conditions for Future Parity Bonds and (ii) adjusts the Operating and Maintenance Expenses by the consultant’s estimate of the payments to be made in accordance with the Contract Resource Obligation. Page 29 of 82 -21- (b) Nothing in this section prevents the City from entering into agreements for the acquisition of water supply, sewer service, water or wastewater transmission, treatment or other utility service or commodity relating to the Waterworks Utility from then-existing facilities and from treating those payments as Operating and Maintenance Expenses. Nothing in this section prevents the City from entering into other agreements for the acquisition of water supply, sewer service, water or wastewater transmission, treatment or other utility service or commodity from facilities to be constructed and from agreeing to make payments with respect thereto, such payments to be made on a basis subordinate to the lien of the Parity Bonds until such time as the facilities are placed in service. Section 19. Tax Covenants. (a) Interest on Taxable Series. Interest on any Bonds of a Taxable Series will not be excluded from gross income of the Owners of such Bonds of a Taxable Series for federal income tax purposes. (b) Preservation of Tax Exemption for Interest on Tax-Exempt Series. The City covenants that it will take all actions necessary to prevent interest on any Tax-Exempt Series 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 such Tax-Exempt Series or other funds of the City treated as proceeds of such Tax-Exempt Series that will cause interest such Tax-Exempt Series 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 any Tax-Exempt Series, take all actions necessary to comply (or to be treated as having complied) with those requirements in connection with such Tax-Exempt Series. (c) Post-Issuance Compliance. The Finance Director is authorized and directed to review and update the City’s written procedures to facilitate compliance by the City with the covenants in this ordinance and the applicable requirements of the Code that must be satisfied after the Issue Date to prevent interest on any Tax-Exempt Series from being included in gross income for federal tax purposes. (d) Designation of Tax-Exempt Series as “Qualified Tax-Exempt Obligations.” The Designated Representative may designate any Tax-Exempt Series as “qualified tax-exempt obligations” for the purposes of Section 265(b)(3) of the Code, if the following conditions are met: (1) the Tax-Exempt Series does not constitute “private activity bonds” within the meaning of Section 141 of the Code; (2) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds and other obligations not required to be included in such calculation) that the City and any entity subordinate to the City (including any entity that the City controls, that derives its authority to issue tax-exempt obligations from the City, or that issues tax-exempt obligations on behalf of the City) will issue during the calendar year in which the Tax-Exempt Series is issued will not exceed $10,000,000; and Page 30 of 82 -22- (3) the amount of tax-exempt obligations, including the Tax-Exempt Series, designated by the City as “qualified tax-exempt obligations” for the purposes of Section 265(b)(3) of the Code during the calendar year in which the Tax-Exempt Series is issued does not exceed $10,000,000. Section 20. Refunding or Defeasance of 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, subject only to the rights of the Owners of any other Parity Bonds then outstanding. If the refunding or defeasance plan provides that the defeased Bonds or the refunding bonds to be issued be secured by money and/or Government Obligations pending the prior redemption of the defeased Bonds and if such refunding plan also provides that certain money and/or Government Obligations are pledged irrevocably for the prior redemption of the defeased Bonds included in that refunding plan, then only the debt service on the Bonds which are not defeased Bonds and the refunding bonds, the payment of which is not so secured by the refunding plan, shall be included in the computation of the Coverage Requirement for the issuance of Future Parity Bonds and the annual computation of the Coverage Requirement for determining compliance with the rate covenants in this ordinance. Unless otherwise specified by the City in a refunding or defeasance plan, notice of refunding or defeasance shall be given, and selection of Bonds for any partial refunding or defeasance shall be conducted, in the manner prescribed in this ordinance for the redemption of Bonds. Section 21. Deposit of Bond Proceeds; Creation of Construction Accounts. Immediately upon the issuance and delivery of the Bonds, the City shall cause the following to occur: (a) Reserve Account. Proceeds of the Bonds as needed to satisfy the Reserve Requirement shall either be deposited in the Reserve Account or used to acquire Reserve Insurance in an amount sufficient to satisfy the Reserve Requirement with respect to the Bonds. (b) Refunding Plan. The remaining proceeds of the Refunding Bonds shall be deposited with the Refunding Trustee as set forth in Section 22. Page 31 of 82 -23- (c) Construction Accounts. The Finance Director is authorized to establish one or more special accounts within the Water/Sewer Fund, designated as the Construction Accounts. The remaining proceeds of the Project Bonds shall be paid into the Construction Accounts and used to pay the costs of the Plan of Additions and the costs of issuing the Project Bonds (if not included in the Refunding Plan). Until needed to pay those costs, the City may invest proceeds deposited in the Construction Accounts temporarily in any legal investment, and the investment earnings may be retained in such accounts and be spent for the purposes of those accounts, except that earnings subject to a federal tax or rebate requirement may be withdrawn therefrom and used for those tax or rebate purposes. Section 22. Use of Refunding Proceeds; the Refunding Plan. (a) Appointment of Refunding Trustee. The Designated Representative is authorized and directed to appoint a financial institution to serve as the Refunding Trustee and to perform the duties of Refunding Trustee under this ordinance. (b) Selection of Refunded Bonds. The Designated Representative is authorized and directed to select the Refunding Candidates to be refunded by the Bonds. The Designated Representative may choose to refund fewer than all of the Refunding Candidates. The Refunded Bonds, as selected by the Designated Representative, shall be identified in the Refunding Plan set forth in the Refunding Trust Agreement. (c) Use of Refunding Proceeds; Purchase of Acquired Obligations. On the Issue Date, sufficient proceeds of the sale of the Refunding Bonds, together with any City Contribution, shall be deposited with the Refunding Trustee and used to discharge the obligations of the City relating to the Refunded Bonds under the applicable Parity Bond Ordinances by providing for the payment of the amounts required to be paid by the Refunding Plan. To the extent practicable, such obligations shall be discharged fully by the Refunding Trustee’s simultaneous purchase of the Acquired Obligations, bearing such interest and maturing as to principal and interest in such amounts and at such times so as to provide, together with a beginning cash balance, if necessary, for the payment of the amount required to be paid by the Refunding Plan. The Acquired Obligations shall be listed and more particularly described in a schedule attached to the Refunding Trust Agreement, but are subject to substitution as set forth below. The Designated Representative is authorized and directed to approve the Acquired Obligations, if any, to be purchased. Any Project Bond proceeds deposited with the Refunding Trustee and not used to pay the costs of issuance of the Project Bonds shall be returned to the City for deposit in the Construction Accounts. Any Refunding Bond proceeds or other money deposited with the Refunding Trustee not needed to carry out the Refunding Plan shall be returned to the City for deposit in the Principal and Interest Account to pay interest on the Refunding Bonds on the next upcoming interest payment date. (d) Substitution of Acquired Obligations. The City reserves the right at any time to substitute cash or other direct, noncallable obligations of the United States of America (“Substitute Obligations”) for any of the Acquired Obligations if the City obtains (1) an opinion of Bond Counsel to the effect that the interest on the Refunding Bonds and the Refunded Bonds Page 32 of 82 -24- will remain excluded from gross income for federal income tax purposes under Sections 103, 148 and 149(d) of the Code, and (2) a verification by a nationally recognized independent certified public accounting firm that such substitution will not impair the timely payment of the amounts required to be paid by the Refunding Plan. Any surplus money resulting from the sale, transfer, other disposition or redemption of the Acquired Obligations and the substitutions therefor shall be released from the trust estate and transferred to the City to be used for any lawful purpose. (e) Administration of Refunding Plan. The Refunding Trustee is authorized and directed to purchase the Acquired Obligations (or Substitute Obligations) and to make the payments required to be made pursuant to the Refunding Plan from the Acquired Obligations (or Substitute Obligations) and money deposited with the Refunding Trustee pursuant to this ordinance and the Refunding Trust Agreement. All Acquired Obligations (or Substitute Obligations) and money deposited with the Refunding Trustee and any income therefrom shall be held irrevocably, invested and applied in accordance with the provisions of the applicable Parity Bond Ordinance authorizing the Refunded Bonds, this ordinance, chapter 39.53 RCW and other applicable laws of the State and the Refunding Trust Agreement. All necessary and proper fees, compensation and expenses of the Refunding Trustee and all other costs incidental to the setting up of the escrow to accomplish the Refunding Plan and costs related to the issuance, sale and delivery of the Bonds, including bond printing, rating agency fees, verification fees, Bond Counsel's fees and other related expenses, shall be paid out of the proceeds of the Bonds. (f) Authorization for Refunding Trust Agreement. To carry out the Refunding Plan, the Designated Representative is authorized and directed to execute and deliver to the Refunding Trustee the Refunding Trust Agreement setting forth the duties, obligations and responsibilities of the Refunding Trustee in connection with the payment, redemption and retirement of the Refunded Bonds as provided herein and stating that the provisions for payment of the fees, compensation and expenses of the Refunding Trustee set forth therein are satisfactory to it. (g) Call for Redemption of the Refunded Bonds. The Designated Representative is authorized to call the Refunded Bonds for redemption on their applicable Redemption Dates at par, plus accrued interest. Such call for redemption shall be irrevocable after the delivery of the Bonds to the Purchaser. The Refunding Trustee is authorized and directed to give or cause to be given such notices as required, at the times and in the manner required, pursuant to the ordinances authorizing the issuance of the Refunded Bonds and the Refunding Trust Agreement to carry out the Refunding Plan. (h) Additional Finding with Respect to Refunding. Prior to the execution and delivery of the Bond Purchase Contract, the Designated Representative shall determine, on behalf of the City, that the issuance, sale and delivery of the Refunding Bonds will effect a net present value savings to the City and its ratepayers as set forth in paragraph (i)(2) of Exhibit A. The City Council finds and determines that such net present value savings is a substantial savings and that achieving such net present value savings by issuing the Bonds is in the best interest of the City and in the public interest. In making the finding and determination that the issuance, sale and delivery of the Bonds will effect such net present value savings, the Designated Representative shall give consideration to the fixed maturities of the Refunding Bonds and the Refunded Bonds, the costs related to the issuance, sale and delivery of the Refunding Bonds and the known earned Page 33 of 82 -25- income from the investment of the proceeds of the issuance and sale of the Refunding Bonds and the City Contribution, if any, used in the Refunding Plan pending payment and redemption of the Refunded Bonds. The Designated Representative further shall find and determine that the money to be deposited with the Refunding Trustee to carry out the Refunding Plan will discharge and satisfy the obligations of the City under the applicable Parity Bond Ordinance, and the pledges, charges, trusts, covenants and agreements of the City therein made or provided for as to the Refunded Bonds, and that the Refunded Bonds will no longer be deemed to be outstanding under applicable Parity Bond Ordinance immediately upon the deposit of such money with the Refunding Trustee. Section 23. Amendatory and Supplemental Ordinances. When the Outstanding Parity Bonds are no longer outstanding, this Section 23 shall become effective: This ordinance shall not be modified or amended in any respect so long as the Bonds are outstanding, except as provided in and in accordance with and subject to the provisions of this section. For purposes of this provision, the passage of an ordinance authorizing the issuance of Future Parity Bonds shall not be considered an amendatory or supplemental ordinance. (a) Certain Amendatory or Supplemental Ordinances Permitted Without Bond Owner Consent. The City, from time to time, and at any time, without the consent of or notice to the registered owners of the Parity Bonds, may pass amendatory or supplemental ordinances as set forth in this subsection (a). Before passing any such amendatory or supplemental ordinance, the City must have delivered to it an opinion of Bond Counsel, stating that such ordinance is authorized or permitted by this ordinance and, upon its effective date, will be valid and binding upon the City in accordance with its terms and will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any tax-exempt Parity Bonds then outstanding. The permitted purposes under this subsection (a) are: (1) To cure any formal defect, omission, inconsistency or ambiguity in this ordinance in a manner not adverse to the owner of any Parity Bond. (2) To impose upon the Bond Registrar (or a bond trustee, if any), with its consent, any additional rights, remedies, powers, authority, security, liabilities or duties which may lawfully be granted, conferred or imposed and which are not contrary to or inconsistent with this ordinance as theretofore in effect. (3) To add covenants, agreements, limitations and restrictions to be observed by the City which are not contrary or inconsistent with this ordinance as theretofore in effect. (4) To confirm, as further assurance, any pledge under this ordinance (and the subjection to any claim, lien or pledge created or to be created by this ordinance) of any other money, securities or funds. (5) To authorize different denominations of the Bonds and to make correlative amendments and modifications to this ordinance regarding exchangeability of Bonds of different authorized denominations, redemptions of Page 34 of 82 -26- portions of Bonds of particular authorized denominations and similar amendments and modifications of a technical nature. (6) To amend or supplement this ordinance in any other respect which is not materially adverse to the registered owners of the Parity Bonds and which does not involve a change described in subsections (b) or (c). (7) To maintain the exclusion from gross income of the interest on any Tax-Exempt Series of Bonds from federal income taxation in light of a change in federal law, regulations or rulings. (b) Amendatory or Supplemental Ordinances Requiring Consent of Registered Owners of 50% of Parity Bonds Outstanding. In addition to any ordinance permitted pursuant to subsection (a) and subject to the terms and conditions contained in subsection (c) and not otherwise, the City, upon the consent of registered owners of not less than 50% in aggregate principal amount of the Parity Bonds then outstanding, shall have the right from time to time to consent to and approve any amendatory or supplemental ordinance deemed necessary or desirable by the City. Such an ordinance may amend or supplement, in any particular, any of the terms or provisions contained in this ordinance. If at any time the City passes an amendatory or supplemental ordinance under this subsection (b), the effective date shall be conditioned on the following: (1) The City must cause notice of the amendatory or supplemental ordinance to be provided in electronic format through the Electronic Municipal Market Access or other website then authorized by the MSRB for the Undertaking to all registered owners of any then outstanding Parity Bonds and to each Rating Agency. Such notice shall briefly summarize the ordinance and shall state that a copy is available for review by request or on the City’s website. (2) The ordinance may go into effect upon receipt by the City of (A) the consents, in writing, of the required percentage of registered owners of the Parity Bonds, and (B) an opinion of Bond Counsel to the effect that (i) such ordinance is permitted by this ordinance, (ii) upon its effective date it will be valid and binding upon the City in accordance with its terms and (iii) it will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any tax-exempt Parity Bonds then outstanding. (c) Amendatory or Supplemental Ordinances Requiring Consent of All Registered Owners. Unless approved in writing by the registered owners of all Parity Bonds then outstanding, nothing contained in this section shall permit, or be construed as permitting: (1) A change in the times, amounts or currency of payment of the principal of or interest on any outstanding Parity Bond or a reduction in the principal amount or redemption price of any outstanding Parity Bond or a change in the redemption price of any outstanding Parity Bond or a change in the method of determining the rate of interest thereon. Page 35 of 82 -27- (2) A preference of priority of any Parity Bonds or any other bond or bonds. (3) A reduction in the aggregate principal amount of any Parity Bond. (d) Effect of Passage of Amendatory or Supplemental Ordinance. Upon the adoption of the amendatory or supplemental ordinance pursuant to the provisions of this section, this ordinance shall be, and shall be deemed to be, amended and supplemented accordingly. No owner of outstanding Parity Bonds shall have any right (1) to object to the passage of such ordinance, (2) to object to any of the terms and provisions contained therein or the operation thereof, (3) in any manner to question the propriety of the passage thereof or (4) to enjoin or restrain the City from passing the same or taking any action pursuant thereto. The respective rights, duties and obligations under this ordinance of the City, the Bond Registrar and all registered owners of Parity Bonds, shall thereafter be determined, exercised and enforced under this ordinance subject in all respects to such supplements and amendments. Section 24. Defaults and Remedies. When the Outstanding Parity Bonds are no longer outstanding, this Section 24 shall become effective: (a) Events of Default. Each of the following constitutes an “Event of Default” with respect to the Parity Bonds: (1) If a default is made in the payment of the principal of or interest on any of the Parity Bonds when the same shall become due and payable. (2) If the City defaults in the observance and performance of any other of its covenants, conditions and agreements set forth in this ordinance and such default or defaults have continued for a period of six months after the City has received from the registered owners of not less than 25% in outstanding principal amount of Parity Bonds a written notice specifying and demanding the cure of such default. However, if the default in the observance and performance of any other of the covenants, conditions and agreements is one which cannot be completely remedied within the six month period, it shall not be an Event of Default with respect to the Bonds as long as the City has taken active steps within 90 days to remedy the default and is diligently pursuing such remedy. (3) If the City files a petition in bankruptcy or is placed in receivership under any State or federal bankruptcy or insolvency law. (b) Bondowners’ Trustee. So long as an Event of Default has not been remedied, a bondowners’ trustee (the “Bondowners’ Trustee”) may be appointed by the registered owners of 25% in principal amount of Parity Bonds then outstanding by an instrument or concurrent instruments in writing signed and acknowledged by such registered owners of Parity Bonds or by their attorneys-in-fact, duly authorized and delivered to such Bondowners’ Trustee, and after notice of such appointment has been delivered to the City. That appointment shall become effective immediately upon acceptance thereof by the Bondowners’ Trustee. Any Bondowners’ Trustee must be a bank or trust company organized under the laws of the State of Washington or the State of New York or a national banking association. The bank or trust company acting as Page 36 of 82 -28- Bondowners’ Trustee may be removed at any time, and a successor Bondowners’ Trustee may be appointed, by the registered owners of a majority in principal amount of Parity Bonds, by an instrument or concurrent instruments in writing signed and acknowledged by such registered owners of the Bonds or by their attorneys-in-fact duly authorized. The Bondowners’ Trustee may require such security and indemnity as may be reasonable against the costs, expenses and liabilities that may be incurred in the performance of its duties. If any Event of Default is, in the sole judgment of the Bondowners’ Trustee, cured and the Bondowners’ Trustee furnishes to the City a certificate so stating, that Event of Default shall be conclusively deemed to be cured and the City, the Bondowners’ Trustee and the registered owners of the Parity Bonds shall be restored to the same rights and position which they would have held if no Event of Default had occurred. The Bondowners’ Trustee appointed in the manner herein provided, and each successor thereto, is declared to be a trustee for the registered owners of all the Parity Bonds and is empowered to exercise all the rights and powers herein conferred on the Bondowners’ Trustee. (c) Suits at Law or in Equity. Upon the happening of an Event of Default and during the continuation thereof, the Bondowners’ Trustee may (and, upon the written request of the registered owners of not less than 25% in principal amount of Parity Bonds outstanding, must) take such steps and institute such suits, actions or other proceedings, all as it may deem appropriate for the protection and enforcement of the rights of the registered owners of Parity Bonds, to collect any amounts due and owing to or from the City, or to obtain other appropriate relief, and may enforce the specific performance of any covenant, agreement or condition contained in this ordinance or in any of the Parity Bonds. Any action, suit or other proceedings instituted by the Bondowners’ Trustee hereunder shall be brought in its name as trustee for the owners of Parity Bonds and all such rights of action upon or under any of the Parity Bonds or the provisions of this ordinance may be enforced by the Bondowners’ Trustee without the possession of any of those Parity Bonds and without the production of the same at any trial or proceedings relative thereto except where otherwise required by law. Any such suit, action or proceeding instituted by the Bondowners’ Trustee shall be brought for the ratable benefit of all of the registered owners of those Parity Bonds, subject to the provisions of this ordinance. The respective registered owners of Parity Bonds, by taking and holding the same, shall be conclusively deemed irrevocably to appoint the Bondowners’ Trustee the true and lawful trustee of the respective registered owners of those Parity Bonds, with authority to institute any such action, suit or proceeding; to receive as trustee and deposit in trust any sums becoming distributable on account of those Parity Bonds; to execute any paper or documents for the receipt of money; and to do all acts with respect thereto that the registered owner himself or herself might have done in person. Nothing herein shall be deemed to authorize or empower the Bondowners’ Trustee to consent to accept or adopt, on behalf of any registered owner of Parity Bonds, any plan of reorganization or adjustment affecting Parity Bonds or any right of any registered owner thereof, or to authorize or empower the Bondowners’ Trustee to vote the claims of the registered owners thereof in any receivership, insolvency, liquidation, bankruptcy, reorganization or other proceeding to which the City is a party. (d) No Acceleration. Nothing contained in this section shall, in any event or under any circumstance, be deemed to authorize the acceleration of maturity of principal of the Parity Page 37 of 82 -29- Bonds. The remedy of acceleration is expressly denied to the owners of the Parity Bonds under any circumstances including, without limitation, upon the occurrence and continuance of an Event of Default. (e) Application of Money Collected by Bondowners’ Trustee. Any money collected by the Bondowners’ Trustee at any time pursuant to this section shall be applied in the following order of priority: (1) First, to the payment of the charges, expenses, advances and compensation of the Bondowners’ Trustee and the charges, expenses, counsel fees, disbursements and compensation of its agents and attorneys. (2) Second, to the payment to the persons entitled thereto of all installments of interest then due on Parity Bonds in the order of maturity of such installments and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon to the persons entitled thereto, without any discrimination or preference. (3) Third, to the payment to the persons entitled thereto of the unpaid principal amounts of any Parity Bonds which shall have become due (other than Parity Bonds previously called for redemption for the payment of which money is held pursuant to the provisions hereto), whether at maturity or by proceedings for redemption or otherwise, in the order of their due dates and, if the amount available shall not be sufficient to pay in full the principal amounts due on the same date, then to the payment thereof ratably, according to the principal amounts due thereon to the persons entitled thereto, without any discrimination or preference. (f) Duties and Obligations of Bondowners’ Trustee. The Bondowners’ Trustee shall not be liable except for the performance of such duties as are specifically set forth herein. During an Event of Default, the Bondowners’ Trustee shall exercise such of the rights and powers vested in it hereby, and shall use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. The Bondowners’ Trustee shall have no liability for any act or omission to act hereunder except for the Bondowners’ Trustee’s own negligent action, its own negligent failure to act or its own willful misconduct. The duties and obligations of the Bondowners’ Trustee shall be determined solely by the express provisions of this ordinance, and no implied powers, duties or obligations of the Bondowners’ Trustee shall be read into this ordinance. The Bondowners’ Trustee shall not be required to expend or risk its own funds or otherwise incur individual liability in the performance of any of its duties or in the exercise of any of its rights or powers as the Bondowners’ Trustee, except as may result from its own negligent action, its own negligent failure to act or its own willful misconduct. The Bondowners’ Trustee shall not be bound to recognize any person as a registered owner of any Parity Bonds until his or her title thereto, if disputed, has been established to its reasonable satisfaction. The Bondowners’ Trustee may consult with counsel and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in Page 38 of 82 -30- accordance with the opinion of such counsel. The Bondowners’ Trustee shall not be answerable for any neglect or default of any person, firm or corporation employed and selected by it with reasonable care. (g) Suits by Individual Owners of Parity Bonds Restricted. Neither the registered owner nor the beneficial owner of any one or more of Parity Bonds have any right to institute any action, suit or proceeding at law or in equity for the enforcement of same unless: (1) an Event of Default has happened and is continuing; and (2) a Bondowners’ Trustee has been appointed; and (3) such owner previously shall have given to the Bondowners’ Trustee written notice of the Event of Default on account of which such suit, action or proceeding is to be instituted; and (4) the registered owners of 25% in principal amount of the then outstanding Parity Bonds have made, after the occurrence of such Event of Default, written request of the Bondowners’ Trustee and have afforded the Bondowners’ Trustee a reasonable opportunity to institute such suit, action or proceeding; and (5) there has been offered to the Bondowners’ Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby; and (6) the Bondowners’ Trustee has refused or neglected to comply with such request within a reasonable time. No owner of any Parity Bond shall have any right in any manner whatever by his or her action to affect or impair the obligation of the City to pay from the Net Revenue the principal of and interest on Parity Bonds to the respective owners thereof when due. Section 25. Sale and Delivery of the Bonds. (a) Manner of Sale of Bonds; Delivery of Bonds. The Designated Representative is authorized to sell the Bonds in one or more Series by negotiated sale to the Purchaser based on the assessment of the Designated Representative of market conditions, in consultation with appropriate City officials and staff, Bond Counsel and other advisors. In accepting the Final Terms, the Designated Representative shall take into account those factors that, in the judgment of the Designated Representative, may be expected to result in the lowest true interest cost to the City. The Bond Purchase Contract for each Series of Bonds shall set forth the Final Terms for such Series of Bonds. The Designated Representative is authorized to execute the Bond Purchase Contract on behalf of the City, so long as the terms provided therein are consistent with the terms of this ordinance. Page 39 of 82 -31- (b) Preparation, Execution and Delivery of the Bonds. The Bonds will be prepared at City expense and will be delivered to the Purchaser in accordance with the Bond Purchase Contract, together with the approving legal opinion of Bond Counsel regarding the Bonds. Section 26. Official Statement; Continuing Disclosure. (a) Preliminary Official Statement Deemed Final. The Designated Representative shall review and, if acceptable to him or her, approve the preliminary Official Statement prepared in connection with 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 C. Section 27. General Authorization and Ratification. The Designated Representative and other appropriate officers of the City are severally authorized to take such actions and to execute such documents as in their judgment may be necessary or desirable to carry out the transactions contemplated in connection with this ordinance, and to do everything necessary for the prompt delivery of the Bonds to the Purchaser and for the proper application, use and investment of the proceeds of the Bonds. All actions taken prior to the effective date of this ordinance in furtherance of the purposes described in this ordinance and not inconsistent with the terms of this ordinance are ratified and confirmed in all respects. Section 28. 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 Page 40 of 82 -32- provision with respect to all other persons and all other circumstances, shall remain valid and enforceable. Section 29. Effective Date of Ordinance. This ordinance shall take effect and be in force from and after its passage and five days following its publication as provided by law. PASSED by the City Council and APPROVED by the Mayor of the City of Pasco, Washington, at a regular open public meeting, this 6th day of April, 2020. Saul Martinez, Mayor ATTEST: Debby Barham, City Clerk APPROVED AS TO FORM: Foster Garvey P.C. Bond Counsel Page 41 of 82 A-1 EXHIBIT A PARAMETERS FOR FINAL TERMS (i) Principal Amount. The Bonds may be issued in one or more Series and shall not exceed the aggregate principal amount of $25,500,000. (ii) 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. (iii) 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. (iv) Interest Rate(s). Each Bond shall bear interest at a fixed rate per annum (computed on the basis of a 360-day year of twelve 30-day months) from the Issue Date or from the most recent date for which interest has been paid or duly provided for, whichever is later. One or more rates of interest may be fixed for each Bond or any Series of Bonds. No rate of interest for any Bond or any Series of Bonds may exceed 5.00%, and the true interest cost to the City for each Series of Bonds may not exceed 4.50%. (v) Payment Dates. Interest shall be payable semiannually on each June 1 and December 1 (or such other semiannual dates acceptable to the Designated Representative), commencing no later than one year following the Issue Date of such Series of Bonds. Principal payments shall commence on a date acceptable to the Designated Representative and shall be payable at maturity or in mandatory redemption installments annually thereafter, on dates acceptable to the Designated Representative. (vi) Final Maturity. The final maturity date of the Project Bonds following allocation, if necessary under (xi) below, shall be no later than December 1, 2050. The final maturity date of the Refunding Bonds following allocation, if necessary under (xi) below, shall be no later than the final maturity date of the Refunded Bonds refunded by such Refunding Bonds. (vii) Redemption Rights. The Designated Representative may approve in the Bond Purchase Contract provisions for the optional and mandatory redemption of Bonds, subject to the following: (1) Optional Redemption. Any Bond may be designated as being (A) subject to redemption at the option of the City prior to its maturity date on the dates and at the prices set forth in the Bond Purchase Contract; or (B) not subject to redemption prior to its maturity date. If a Bond is subject to optional redemption prior to its maturity, it must be subject to such redemption on one or more dates occurring not more than 10½ years after the Issue Date. (2) Mandatory Redemption. Any Bond may be designated as a Term Bond, subject to mandatory redemption prior to its maturity on the dates and in the amounts set forth in the Bond Purchase Contract. Page 42 of 82 A-2 (viii) Price. The purchase price for each Series of Bonds may not be less than 98% or more than 135% of the stated principal amount of that Series. (ix) Section 265(b)(3) Designation. Pursuant to Section 19(d) of this ordinance, the Designated Representative may designate any qualifying Series of Bonds as “qualified- tax-exempt obligations” for purposes of Section 265(b)(3) of the Code. (x) Selection of Refunded Bonds. Under the terms and conditions of this ordinance, the Designated Representative is authorized to select the Refunded Bonds to be refunded by the Refunding Bonds. Refunded Bonds, as selected by the Designated Representative, shall be identified in the applicable Bond Purchase Contract and/or the applicable Refunding Trust Agreement. (xi) Allocation of Bonds. For any combined Series of Bonds, the Designated Representative shall allocate the maturing principal amounts to the Project Bonds and the Refunding Bonds in such manner as will comply with applicable requirements of the Code, meet restrictions of State law and effectuate any other allocation deemed necessary or advisable for accounting and debt administration purposes. (xii) Minimum Savings. Each Series of Refunding Bonds shall produce a minimum net present value savings to the City and its ratepayers of 5.00% (as a percentage of the Refunded Bonds refunded by such Series of Refunding Bonds). Net present value savings means the aggregate of (i) annual debt service on the Refunded Bonds, less (ii) annual debt service on the Refunding Bonds (including expenses related to costs of issuance of such Refunding Bonds) discounted to the Issue Date using the yield on the applicable Series of Bonds that includes such Refunding Bonds as the discount rate, plus (iii) excess cash, if any distributed to the City on the Issue Date, and less (iv) the amount of the City Contribution, if any, made on such Issue Date. (xiii) Tax Status. The Designated Representative is authorized to determine whether any Series of Bonds will be issued as a Taxable Series or a Tax-Exempt Series and to confirm the identification of any such Taxable Series or Tax-Exempt Series in the Bond Purchase Contract applicable to such Series of Bonds. (xiv) Other Terms and Conditions. (1) 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. (2) The Designated Representative must have determined that the Parity Conditions have been met and satisfied as of the Issue Date of the Bonds. Page 43 of 82 B-1 EXHIBIT B PARITY CONDITIONS (a) There shall be no deficiency in the Bond Fund. (b) The ordinance providing for the issuance of the Future Parity Bonds shall provide that all ULID Assessments shall be paid directly into the Bond Fund, except for any prepaid assessments permitted by law to be paid into a construction fund or account. (c) The ordinance providing for the issuance of such Future Parity Bonds shall provide for the deposit into the Reserve Account (if such Future Parity Bonds are secured by the Reserve Account) of (i) an amount equal to the Reserve Requirement for those Future Parity Bonds from the Future Parity Bond proceeds, or (ii) Reserve Insurance or Alternate Security or an amount plus Reserve Insurance or Alternate Security equal to the Reserve Requirement for those Future Parity Bonds, or (iii) to the extent that the Reserve Requirement is not funded from Future Parity Bond proceeds or Reserve Insurance or Alternate Security at the time of issuance of those Future Parity Bonds, by no later than the fifth anniversary date from the dated date of the respective issue of Future Parity Bonds from ULID Assessments, if any, levied and first collected for the payment of the principal of and interest on those Future Parity Bonds and, to the extent that ULID Assessments are insufficient, then from the Net Revenue in approximately equal annual payments, the Reserve Requirement for those Future Parity Bonds. No Reserve Insurance or Alternate Security may be used to satisfy the Reserve Requirement for Future Parity Bonds unless (i) the insurance policy or Alternate Security is non-cancelable and (ii) the insurer or provider of the Alternate Security as of the time of issuance of such insurance or Alternate Security is rated in the highest rating categories by both Moody’s Investors Service, Inc., and Standard & Poor’s Ratings Services; however, when the 2009 Bonds, 2010A Bonds, 2013A Bonds and 2013T Bonds are no longer outstanding, the Reserve Insurance or Alternate Security may be rated as of the time of issuance of such insurance or Alternate Security in one of the two-highest categories by either Moody’s Investors Service, Inc., or S&P Global. (d) The ordinance authorizing the issuance of such Future Parity Bonds shall provide for the payment of mandatory redemption or sinking fund requirements into the Bond Fund for any Term Bonds to be issued and for regular payments to be made for the payment of the principal of such Term Bonds on or before their maturity, or, as an alternative, the mandatory redemption of those Term Bonds prior to their maturity date from money in the Principal and Interest Account. (e) There shall be on file from a licensed professional engineer experienced in the design, construction and operation of municipal utilities, or from an independent certified public accountant, a certificate showing that in his or her professional opinion the Net Revenue for any 12 consecutive calendar months out of the immediately preceding 24 calendar months shall be equal to the Coverage Requirement for each year thereafter, except that such certificate may be provided by a City representative if it is based solely upon actual historical Net Revenue without any adjustment. Page 44 of 82 B-2 The certificate, in estimating the Net Revenue available for debt service, shall use the historical Net Revenue for any 12 consecutive months out of the 24 months immediately preceding the month of delivery of the Future Parity Bonds. Net Revenue may be adjusted to reflect: (1) Any changes in rates in effect and being charged or expressly adopted by ordinance to take effect within 180 days after the date of this Certificate; (2) Income derived from customers of the Waterworks Utility that have become customers during the 12 consecutive month period or thereafter adjusted to reflect one year’s net revenue from those customers; (3) Revenue from any customers to be connected to the Waterworks Utility who have paid the required connection charges; (4) Revenue received or to be received which is derived from any person, firm, corporation or municipal corporation under any executed contract for water, sewage disposal or other utility service, which revenue was not included in the historical Net Revenue; (5) The engineer’s or accountant’s estimate of the Net Revenue to be derived from customers to connect within 180 days after the date of the completion of the additions to and improvements and extensions of the Waterworks Utility to be paid for out of the proceeds of the sale of the additional Future Parity Bonds or from other additions to and improvements and extensions of the Waterworks Utility then under construction and not fully connected to the facilities of the Waterworks Utility when such additions, improvements and extensions are completed; (6) Any increases or decreases in Net Revenue as a result of any actual or reasonably anticipated changes in Operating and Maintenance Expenses subsequent to the 12 month period; and (7) When the Outstanding Parity Bonds are no longer outstanding, estimated deposits to and withdrawals from the Rate Stabilization Account. If Future Parity Bonds proposed to be so issued are for the sole purpose of refunding outstanding bonds payable from the Bond Fund, such certification of coverage shall not be required if the amount required for the payment of the principal and interest in each year for the refunding bonds is not increased over the amount for that year required for the bonds to be refunded thereby and if the maturities of such refunding bonds are not extended beyond the maturities of the bonds to be refunded thereby. Prior: Ordinance No. 3915, Section 18 (2009 Bonds) Ordinance No. 3962, Section 21 (2010A Bonds; 2010T Bonds) Ordinance No. 4126, Section 16 (2013A Bonds; 2013T Bonds) Ordinance No. 4254, Section 15 (2015 Bonds) Ordinance No. 4365, Section 15 (2017 Bonds) Page 45 of 82 C-1 EXHIBIT C [Form of] UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE City of Pasco, Washington [Name of Series] The City of Pasco, Washington (the “City”), makes the following written Undertaking for the benefit of holders of the above-referenced bonds (the “Bonds”), for the sole purpose of assisting the Purchaser in meeting the requirements of paragraph (b)(5) of Rule 15c2-12, as applicable to a participating underwriter for the Bonds. Capitalized terms used but not defined below shall have the meanings given in Ordinance No. ____ of the City (the “Bond Ordinance”). (a) Undertaking to Provide Annual Financial Information and Notice of Listed Events. The City undertakes to provide or cause to be provided, either directly or through a designated agent, to the MSRB, in an electronic format as prescribed by the MSRB, accompanied by identifying information as prescribed by the MSRB: (i) Annual financial information and operating data of the type included in the final official statement for the Bonds and described in paragraph (b)(i) (“annual financial information”); (ii) Timely notice (not in excess of 10 business days after the occurrence of the event) of the occurrence of any of the following events with respect to the Bonds: (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notice of Proposed Issue (IRS Form 5701 – TEB) or other material notices or determinations with respect to the tax status of the Bonds or other material events affecting the tax status of the Bonds; (7) modifications to rights of holders of the Bonds, if material; (8) bond calls (other than scheduled mandatory redemptions of Term Bonds), if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the City, as such “Bankruptcy Events” are defined in Rule 15c2-12; (13) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) appointment of a successor or additional trustee or the change of name of a trustee, if material; (15) incurrence of a financial obligation of the City or obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms Page 46 of 82 C-2 of a financial obligation of the City or obligated person, any of which affect security holders, if material; and (16) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the financial obligation of the City or obligated person, any of which reflect financial difficulties. The term “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term “financial obligation” shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with Rule 15c2-12. (iii) Timely notice of a failure by the City to provide the required annual financial information described in paragraph (b)(i) on or before the date specified in paragraph (b)(ii). (b) Type of Annual Financial Information Undertaken to be Provided. The annual financial information that the City undertakes to provide in paragraph (a): (i) Shall consist of (1) annual financial statements prepared (except as noted in the financial statements) in accordance with applicable generally accepted accounting principles applicable to local governmental units of the State such as the City, as such principles may be changed from time to time; (2) outstanding debt secured by the Net Revenue and ULID Assessments; (3) debt service coverage ratio for the year; [(4) Waterworks Utility number of customers; and (5) 10 largest water customers and 10 largest sewer customers of the Waterworks Utility by amount billed]; (ii) Shall be provided not later than the last day of the ninth month after the end of each fiscal year of the City (currently, a fiscal year ending December 31), as such fiscal year may be changed as required or permitted by State law, commencing with the City’s fiscal year ending December 31, 20[__]; and (iii) May be provided in a single or multiple documents, and may be incorporated by specific reference to documents available to the public on the Internet website of the MSRB or filed with the SEC. If not submitted as part of the annual financial information described in paragraph (b)(i) above, the City will provide or cause to be provided to the MSRB audited financial statements, when and if available. (c) Amendment of Undertaking. This Undertaking is subject to amendment after the primary offering of the Bonds without the consent of any holder of any Bond, or of any broker, dealer, municipal securities dealer, participating underwriter, Rating Agency or the MSRB, under the circumstances and in the manner permitted by Rule 15c2-12. The City will give notice to the MSRB of the substance (or provide a copy) of any amendment to the Undertaking and a brief statement of the reasons for the amendment. If the amendment changes the type of annual financial information to be provided, the annual financial information containing the amended financial information will include a narrative explanation of the effect of that change on the type of information to be provided. Page 47 of 82 C-3 (d) Beneficiaries. This Undertaking shall inure to the benefit of the City and the holder of each Bond, and shall not inure to the benefit of or create any rights in any other person. (e) Termination of Undertaking. The City’s obligations under this Undertaking shall terminate upon the legal defeasance of all of the Bonds. In addition, the City’s obligations under this Undertaking shall terminate if the provisions of Rule 15c2-12 that require the City to comply with this Undertaking become legally inapplicable in respect of the Bonds for any reason, as confirmed by an opinion of Bond Counsel delivered to the City, and the City provides timely notice of such termination to the MSRB. (f) Remedy for Failure to Comply with Undertaking. As soon as practicable after the City learns of any failure to comply with this Undertaking, the City will proceed with due diligence to cause such noncompliance to be corrected. No failure by the City or other obligated person to comply with this Undertaking shall constitute a default in respect of the Bonds. The sole remedy of any holder of a Bond shall be to take action to compel the City or other obligated person to comply with this Undertaking, including seeking an order of specific performance from an appropriate court. (g) Designation of Official Responsible to Administer Undertaking. The Finance Director or 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 in paragraph (a)(i); (ii) Determining whether any failure to provide the annual financial information undertaken to be provided in paragraph (a)(i) has occurred and providing any notice undertaken to be provided in paragraph (a)(iii); (iii) Determining whether any event specified in items (1)-(16) of paragraph (a)(ii) has occurred, assessing its materiality, where necessary, with respect to the Bonds, and preparing and disseminating any notice undertaken to be provided in paragraph (a)(ii) of its occurrence; (iv) Determining whether any person other than the City is an “obligated person” within the meaning of Rule 15c2-12 with respect to the Bonds, and obtaining from such person an undertaking to provide any annual financial information and notice of listed events for that person required under Rule 15c2-12; (v) Selecting, engaging and compensating designated agents and consultants, including but not limited to financial advisors and legal counsel, to assist and advise the City in carrying out this Undertaking; and (vi) Effecting any necessary amendment of this Undertaking. Page 48 of 82 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. ____ (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 April 6, 2020, 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 __________ __, 2020. 3. A quorum of the members of the City Council was present throughout the meeting and a majority of the members voted in the proper manner for the passage of the Ordinance. Dated: April 6, 2020. CITY OF PASCO, WASHINGTON Angela Pashon, City Clerk Page 49 of 82 AGENDA REPORT FOR: City Council March 18, 2020 TO: Dave Zabell, City Manager Workshop Meeting: 3/23/20 FROM: Dave Zabell, City Manager Executive SUBJECT: Tourism Promotion Area Reserve Fund Request I. REFERENCE(S): Letter from Visit Tri-Cities dated March 16, 2020 II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS: Presentation by Michael Novakavich, President and CEO, Visit Tri-Cities III. FISCAL IMPACT: IV. HISTORY AND FACTS BRIEF: Visit Tri-Cities provides an annual report for the prior year plus an outline of the current year work plan. Michael Novakovich, President and CEO will present the reports, as well as a request for approval to spend from the Tourism Promotion Area (TPA) Reserve Account. The TPA was formed in late 2004 to generate and administer the proceeds of a "per room night assessment" on hotels/motels in the Tri-Cities, imposed by the hotels themselves. The interlocal agreement (between Pasco, Kennewick and Richland), that created the TPA, requires the annual budget, and any expenditures from the TPA reserve account, to be first approved by the City Councils. V. DISCUSSION: The TPA "assessment" is remitted by the hotels to the state which, in turn, distributes it to the City in which it was collected. The City is obligated to pass the funds to the TPA, for use in accordance with the approved budget. Page 50 of 82 The TPA Commission has voted unanimously to request the transfer of an additional $417,700 for special project expenditures for 2020 from the reserve account for the following: • TBEX 2021 Conference - $75,000 • IRONMAN Event Support - $75,000 • Contract Staff Position - $75,000 • Digital Displays - $86,600 • Omni Visitor Itinerary App - $10,100 • New Market Advertising - Chicago - $18,000 • Increase 2020 Opportunity Fund - $48,000 • Increase Quick Response Fund - $15,000 • Wine Tourism Tradeshow Booth Upgrade - $10,000 • Media Outreach Fam Tours - $5,000 Council may approve the additional allocations of the reserve account or indicate changes necessary to gain approval. Page 51 of 82 P.O. Box 2241 Tri-Cities, WA 99302-2241 509-735-8486 1-800-254-5824 www.VisitTRI-CITIES.com info@VisitTRI-CITIES.com March 16, 2020 Mr. Dave Zabell City of Pasco P.O. Box 293 Pasco, WA 99301 Dear Mr. Zabell: Thank you for the opportunity to present the Visit Tri-Cities 2019 Annual Report, 2020 Work Plan and to make a request to utilize Tourism Promotion Area reserve funds to the Pasco City Council on Monday, March 23, 2020. On behalf of the Tri-City Regional Hotel-Motel Commission, Visit Tri-Cities would like to request the transfer of $417,700 from Tourism Promotion Area Reserve Account to be used for supplemental tourism related projects. We prepare the Tourism Promotion Area (TPA) budget in July of each year for the following calendar year. As is the case with most every budget process, there are always more worthy projects to be considered than funds to support them. We manage our resources carefully to ensure our expenses never exceed our projected income and we budget conservatively. As a result, the TPA Commissioners have identified $428,525 in funds available for reinvestment in tourism related projects. The funds available for project investment are in addition to the minimum reserve requirement of $500,000, the amount set based on the recommendation of the City Managers who participate in at Commission meetings as Ex- Officios. It is the Commission’s position that once the reserve account reaches this level, that any additional funds should actively be used to promote the Tri-Cities as a destination; creating increased visitor spending in the community. The projects under consideration accomplishes that goal. Given that the balance of the Tourism Promotion Area Reserve Account exceeds the level of $500,000; the Commissioners of the Tri-City Regional Hotel-Motel Commission have voted in favor of re-investing the surplus revenues, in the amount of $417,700 that will help tourism related projects including digital, print and television advertising and promotions to increase leisure travel stays and secure new conventions and sports tournaments. Additional projects include digital displays, a mobile application for building itineraries, and support for media outreach and iconic citywide events. A summary of the projects and the associated expenditures is attached for your review. Again, thank you for your consideration and support of the tourism industry. I am available for any questions or comments you may have. Sincerely, Michael Novakovich President and CEO Enclosure Page 52 of 82 1 TPA Proposed Reinvestments TBEX 2021 Conference $75,000 The Tri-Cities has the opportunity to host the Travel Blog Exchange (TBEX) North America 2021 Conference. TBEX is the largest conference and networking event for travel writers, online travel journalists, new media content creators, travel brands and industry professionals. This conference has the potential to bring more than 450 qualified travel writers to our community, not only for the educational component offered at the conference, but to experience all the Tri-Cities has to offer. This group of content creators has a reach of more than 300 million consumers worldwide. Bringing this event to the Tri-Cities would have a substantial impact for tourism and boon to our local economy. The criteria for selection is the host destination must be able to demonstrate they can meet all the event specifications, offer creative and unique story potential, and provide a resourceful and efficient team (Visit Tri-Cities staff) to work with TBEX. The destination and their sponsors are responsible for providing the following: Platinum Sponsorship at 2020 Conference ($12,500) Attend conference prior to the one we are hosting as a platinum sponsor. Transportation Costs ($62,500) Host Roundtrip airfare and ground transportation for 50 VIPs, speakers and staff during conference. IRONMAN Event Support $75,000 Visit Tri-Cities is pursuing a bid to host a world-renowned IRONMAN event. As with most large national/international sporting events there is a requirement for financial support from the organizers. This financial support would only be incurred if the event is awarded to the destination. IRONMAN is one of the world’s strongest brands, famous for being the premier full-distance and half-distance triathlon series. Every IRONMAN race consists of a unique 2.4-mile swim, 112-mile bike, and 26.2-mile run. IRONMAN events typically attracts more than 2,000 participants and over 5,000 spectators for each event and generate between $4-7 million in economic impact for host destinations. Contract Staff Position $75,000 Contract person/company to sell TBEX sponsorships to offset costs associated with hosting the conference and act as event planner/coordinator. This person would also be used to assist with Ironman fundraising, partnerships and event logistics. Digital Displays $86,600 By investing in digital displays, staff will have the ability to captivate audiences with custom dynamic promotions, pre-developed interactive content, or immediate uploads. Digital signage will create a one-of- a-kind visual experience and engage customers in ways that our competition isn’t. Social Wall ($3,300) A custom social wall displayed in the Visit Tri-Cities Visitor Center that integrates with social networks to display real-time engagement and social connections. Highlight current campaigns and activities through a digital reach. Page 53 of 82 2 Outdoor Kiosk ($47,700) • Kiosk - $13,500 • Kiosk Display - $2,000 • Data integration, analytics, CMS, data tools - $14,500 • Maps, events, guestbook, itinerary - $10,500 • Annual Support - $7,200 Integration of Existing Airport and Convention Center Kiosk ($8,600) • Integration to OMNI systems from current - $5,000 • Annual Support - $3,600 LED Digital Tradeshow Display - $27,000 A portable LED digital display will be utilized to enhance our current tradeshow booth atmosphere with the most up-to-date technology. The LED is a self-contained turnkey video display stand with an integrated media player and local storage that can play back any jpeg, video or visual media via USB or Wi-Fi. Due to its custom features, the display will have the capacity to be utilized at multiple tradeshows covering a variety of markets, including golf, wine, sports and conventions. Omni Visitor Itinerary App $10,100 Mobile app (for iOS and Android) for travel and tourism. Custom built that integrates with existing CRM/CMS systems. Features include custom, interactive maps, trails, transportation options to connect locals and visitors. Unique tools to allow reward-based engagement from scavenger hunts, interactive trails, ale trails. The ability to control and share options between kiosk, digital signage bringing to life the connection between personal devices and onsite engagement. • OMNI App - $6,500 • Annual Support - $3,600 • Maps, events, guestbook, itinerary (included in kiosk above) New Market Advertising - Chicago $18,000 Visit Tri-Cities is expanding into new geographic markets to increase awareness of the Tri-Cities as a premier destination for wine, outdoor recreation and STEM tourism. Digital Advertising ($10,000) - Advertising to increase awareness of the Tri-Cities region as a premier destination in the Pacific Northwest and support media relations efforts in the Chicago area. Tactics may include programmatic, OTT (streaming television), social advertising and more. Chicago Fam Tour ($8,000) - A direct daily flight will debut in June and Visit Tri-Cities has the opportunity to promote the region in tandem with the Port of Pasco’s advertising efforts. The FAM would host up to five travel writers and content creators associated with Chicago travel and/or lifestyle publications. Increase 2020 Opportunity Fund $48,000 In recent years the number of applicants for opportunity funds has increased and there has been some concern that budget constraints would cause the funds committed to be depleted before all requests for the year are considered. The 2020 budget did not allow for an increase to the opportunity fund due to Page 54 of 82 3 other commitments. This increase would be applied to grants for events taking place in 2020 above the budgeted $90,000. Increase Quick Response Fund $15,000 The quick response fund allows the CEO to make opportunity fund grants to qualified groups if there is an immediate need before the next Tri-City Hotel-Motel Commission is scheduled. It allows for flexibility and ensures groups are not lost due to timing. Wine Tourism Tradeshow Booth Upgrade $10,000 Visit Tri-Cities hosts a booth at Taste Washington and other consumer wine events in the Pacific Northwest to promote the region as a premier wine destination. Upgrades would include new décor and interactive components to engage attendees and increase awareness of the Tri-Cities. Media Outreach Fam Tours $ 5,000 Visit Tri-Cities is putting an emphasis on media relations efforts in 2020 with a goal of hosting 22 travel writers in the destination for various themed FAM tours including focuses on STEM, wine and outdoor recreation. Targeted publications include regional travel and/or lifestyle publications such as SIP Northwest, Seattle Met, Portland Monthly, Sunset Magazine as well as writers associated with travel sections for metropolitan newspapers such as The San Francisco Chronicle. TOTAL: $417,700 Page 55 of 82 Page 56 of 82 ITEMS FOR DISCUSSION •2019 State of the •2020 Work Plan •TPA Reserve Request Tourism Industry Page 57 of 82 Page 58 of 82 TRI-CITIES GUEST ROOMS SOLD 2018 2019 Variance Richland 320,801 rooms 342,403 rooms +21,602 (+6.7%) Kennewick 340,070 rooms 341,580 rooms +1,510 (+.4%) Pasco 244,427 rooms 232,359 rooms –12,068 (–3.5%) Tri-Cities 905,298 rooms 916,342 rooms +11,044 (+1.2%) Source: December 2019 STR ReportPage 59 of 82 Page 60 of 82 CONVENTION & SPORTS •Hosted 209 conventions & sporting events in 2019 •$33.6 million in visitor spending •216 new events secured for 2020 and beyond •Estimated future visitor spending $48.3 million Page 61 of 82 MEDIA •57 Tri-Cities travel related stories •12 Travel writers and bloggers hosted •5,644,966 positive media views OUTREACH Page 62 of 82 DIGITAL AND SOCIAL MEDIA Social Media More than 1.5 million social media impressions! MARKETING 24,780 5,974 7,455 Page 63 of 82 OTT & TRADITIONAL BROADCAST 9,445,913 impressions Tri-Cities commercials aired in the Puget Sound, Portland, Spokane, Boise and Minneapolis earning Page 64 of 82 VISIT TRI-CITIES PUBLICATIONS •Official Tri-Cities Visitor Guide •Golf & Wine Brochure •Tourism News •Shop Map •Dine Map •Wine Map Page 65 of 82 WORK PLAN FOR 2020 Page 66 of 82 TPA funds available $740,629 Previously approved projects $312,104 Funds available for reinvestment:$428,525 TPA Reserves Available Page 67 of 82 TPA RESERVE ACCOUNT REQUESTS PROPOSED PROJECTS: TBEX 2021 Conference $75,000 IRONMAN Event Support $75,000 Contract Staff Position $75,000 Digital Displays $86,600 Omni Visitor Itinerary App $10,100 New Market Advertising –Chicago $18,000 Increase 2020 Opportunity Fund $48,000 Increase Quick Response Fund $15,000 Wine Tourism Tradeshow Booth Upgrade $10,000 Media Outreach Fam Tours $ 5,000 Reserve Request Total $417,700 FUNDS AVAILABLE FOR REINVESTMENT $428,525 Page 68 of 82 Page 69 of 82 AGENDA REPORT FOR: City Council March 19, 2020 TO: Dave Zabell, City Manager Rick White, Director Community & Economic Development Workshop Meeting: 3/23/20 FROM: Jeff Adams, Associate Planner Community & Economic Development SUBJECT: SG Land Management LLC/Harris Road Annexation (MF# ANX 2020-001) I. REFERENCE(S): Overview Map Vicinity Map Current Comprehensive Plan map Proposed Comprehensive Plan Map Notice of Intent to Commence Annexation II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS: Discussion III. FISCAL IMPACT: None IV. HISTORY AND FACTS BRIEF: The owners of property located near the corner of West Court Street and Harris Road have submitted a Notice of Intent to Commence Annexation. The Notice of Intent has been reviewed by staff and has been determined to contain sufficient signatures to initiate the annexation process. Notices of Intent are required to contain the signatures of property owners representing at least 10 percent of the assessed value of an area proposed for annexation. In this case, the Notice of Intent contains the signatures of owners representing 100 percent of the assessed value within the proposed annexation area and approximately 50 percent of the total assessed valuation of the County island in this vicinity. Page 70 of 82 V. DISCUSSION: The petition method of annexation is a two-step process requiring the submittal of a Notice of Intent to Commence Annexation proceedings, followed at a later date by an actual annexation petition. Upon receipt of a Notice of Intent to Commence Annexation the Council is required by law to set a date to hold a public meeting to consider the annexation request. The next available date for a public meeting is April 6, 2020. Typically, following Council review of the proposed annexation and passage of a resolution generally accepting the boundary, staff would prepare the annexation petition for the proponent to circulate within the annexation area; upon return of the petition the petition would be forwarded to the County Assessor for certification; following the certification a date would be set for a public hearing for Council to formally consider the annexation. In this case staff recommends denial of the request for annexation until the updated Comprehensive Plan Land Use Map is implemented, as the current land use designation conflicts with the proposed Comprehensive Plan Land Use Map, as well as the proposed Broadmoor Area Plan. The owner's representative has also indicated the intent is to develop the property at a much higher density than that permitted under the existing land use designation. Delaying the acceptance of the Intent to Annex allows staff and owner to create a Development Agreement that addresses density, design standards, infrastructure needs and requirements and public services. In this case - the future Development Agreement would be intended to also include the remaining property within the County island that has not submitted or signed a Notice of Intent for annexation. Legal counsel has advised that the creation of a Development Agreement must be in conformance with the Comprehensive Plan. Assuming a September adoption date of the Comprehensive Plan - work on a Development Agreement addressing the above issues can occur this summer so adoption of the Comprehensive Plan and the intended annexation can be processed concurrently. Council discussion of this approach is requested by staff. Page 71 of 82 Page 72 of 82 Page 73 of 82 Item:HartCompPlanApplicant:MapFile#:ANRESIDENTIAL6II-.I-__n_mLmCMIXEDRESIDENTI—c-I-T-Y-L-I-M-I-T-ST-aPage 74 of 82 MediumDensity$1;>WEProposedCompPlanFile#:ANItem:HartApplicant:Kji.44‘I’?20____‘F—c-I-¥\mefeiai.,¢(IVOWenisiden'/\sityResidentia160320Page 75 of 82 NOTICE OF INTENTION TO COMMENCE ANNEXATION PROCEDURES TO: The City Council of the City of Pasco 525 North Third Avenue Pasco, Washington 99301 Council Members: The undersigned, who are the owners of not less than ten percent in value, according to the assessed valuation for general taxation of the property for which annexation is sought, hereby advise the City Council of the City of Pasco that it is the desire of the undersigned owners of the following area to commence annexation proceedings. The property herein referred to is described on Exhibit "1" attached hereto and is depicted on Exhibit "2" further attached hereto. It is requested that the City Council of the City of Pasco set a date not later than sixty days after the filing of this request for a meeting with the undersigned to determine: (1)Whether the City Council will accept the proposed annexation; and, (2)Whether the City Council will require the assumption of existing City indebtedness by the area to be annexed; and, (3)Whether the City Council will require simultaneous zoning. This page is one of a group of pages containing identical text material and is intended by the signers of this Notice of Intention to be presented and considered as one Notice of Intention and may be filed with other pages containing additional signatures which cumulatively may be considered as a single Notice of Intention. Page 76 of 82 Parcel "A" (APN #118 180 068): EXHIBIT "1" Harris Annexation Legal THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 18, TOWNSHIP 9 NORTH, RANGE 29 EAST AND THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 13, TOWNSHIP 9 NORTH RANGE 28 EAST, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 18; THENCE SOUTH 00°19'39" WEST, 40.00 FEET ALONG THE WEST LINE OF SAID SECTION 18 TO A 5/8" REBAR STAMPED "WORLEY" ON THE SOUTHERLY RIGHT OF WAY OF HARRIS ROAD; THENCE NORTH 89 °38'39" EAST, 177.98 FEET ALONG SAID RIGHT OF WAY TO A 5/8" REBAR STAMPED "WORLEY" AND THE TRUE POINT OF BEGINNING: (SAID CORNER BEING THE NORTHEAST CORNER OF PARCEL 1 OF RECORD SURVEY NO. 978 RECORDED IN AUDITOR'S FILE NO. 1686716, RECORDS OF FRANKLIN COUNTY); THENCE SOUTH 89 °55'20" EAST, 477.00 FEET ALONG SAID RIGHT OF WAY; THENCE SOUTH 00°19'30" WEST, 1021.10 FEET PARALLEL WITH THE WEST LINE OF SAID PARCEL; THENCE SOUTH 34 °08'44" WEST, 532.53 FEET TO THE NORTHERLY RIGHT OF WAY OF COURT STREET; THENCE NORTH 55°51'17" WEST, 467.81 FEET ALONG SAID RIGHT OF WAY TO A 5/8" REBAR STAMPED "WORLEY" MARKING THE MOST SOUTHERLY CORNER OF SAID PARCEL 1 AFOREMENTIONED; THENCE NORTH 21°47'33" EAST, 82.11 FEET ALONG THE EASTERLY LINE OF SAID PARCEL TO A 5/8" REBAR ON THE WEST LINE OF SAID SECTION 18; THENCE CONTINUING ALONG SAID EASTERLY LINE, NORTH 74 °31'02" EAST, 185.00 FEET; THENCE NORTH 00'19'30" EAST, 1074.27 FEET ALONG SAID EAST LINE OF SAID PARCEL TO THE TRUE POINT OF BEGINNING. TOGETHER WITH THAT PORTION OF SAID NORTHWEST QUARTER OF SECTION 18, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 18; THENCE SOUTH 00 °19'39" WEST, 1162.58 FEET ALONG THE WEST LINE THEREOF TO A 5/8" REBAR MARKING AN ANGLE POINT IN THE EASTERLY LINE THE ABOVE DESCRIBED PARCEL; THENCE CONTINUING ALONG THE WEST LINE OF SECTION 18, SOUTH 00°21'56" WEST, 168.59 FEET TO THE NORTHERLY RIGHT OF WAY OF COURT STREET AND THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 00°21'56" WEST, 216.68 FEET TO A U.S.A.C.E. BRASS CAP ON THE McNARY PROJECT BOUNDARY; THENCE SOUTH 55°07'35" EAST, 154.46 FEET ALONG SAID BOUNDARY TO THE MOST WESTERLY CORNER OF LOT 14, PLAT OF HARRIS SUBDIVISION ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME C OF PLATS, PAGE 92, RECORDS OF FRANKLIN COUNTY; THENCE NORTH 35'08'12" EAST, 170.80 FEET ALONG THE WEST LINE OF SAID LOT 14; THENCE NORTH 87°50'12" EAST, 19.06 FEET TO THE SOUTHERLY RIGHT OF WAY OF COURT STREET; THENCE NORTH 55°51'16" WEST, 293.23 FEET ALONG SAID RIGHT OF WAY TO THE TRUE POINT OF BEGINNING. CONTAINING 15.93 ACRES, MORE OR LESS. Parcel "B" (APN #118 180 139): THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 18. TOWNSHIP 9 NORTH, RANGE 29 EAST DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 18; THENCE SOUTH 00°19'39" WEST, 40.00 FEET ALONG THE WEST LINE OF SAID SECTION 18 TO THE SOUTHERLY RIGHT OF WAY OF HARRIS ROAD; THENCE NORTH 89°38'39" EAST 177.98 FEET ALONG SAID RIGHT OF WAY; SOUTH 89°55'20" EAST, 477.00 FEET ALONG SAID RIGHT OF WAY TO THE TRUE POINT OF BEGINNING: Page 77 of 82 THENCE CONTINUING SOUTH 89°55'20" EAST. 405.75 FEET TO A 5/8" REBAR STAMPED "STRATTON" MARKING THE NORTHWEST CORNER OF LOT 2, SHORT PLAT NO. 2010-13 ACCORDING TO THE SURVEY THEREOF, RECORDED IN VOLUME 1 OF SHORT PLATS, PAGE 834, RECORDS OF FRANKLIN COUNTY; THENCE SOUTH 01°20'30" WEST, 437.43 FEET ALONG THE WEST LINE OF SAID LOT 2 TO THE SOUTHWEST CORNER THEREOF; THENCE SOUTH 89°59'51" EAST, 686.68 FEET ALONG THE SOUTH LINE OF SAID LOT TO A 5/8" REBAR STAMPED "STRATTON" MARKING THE SOUTHEAST CORNER OF SAID LOT 2; THENCE SOUTH 03°04'35" EAST, 216.66 FEET ALONG THE SOUTHERLY PROLONGATION OF THE EAST LINE OF SAID SHORT PLAT TO A 5/8" REBAR STAMPED "ROGERS" ON THE WESTERLY RIGHT OF WAY OF STATE ROUTE 182; THENCE SOUTHWESTERLY ALONG SAID RIGHT OF WAY THE FOLLOWING FIVE COURSES: THENCE SOUTH 49°14'59" WEST, 250.70 FEET; THENCE SOUTH 53°09'39" WEST, 150.33 FEET; THENCE SOUTH 51°38'31" WEST, 1000.40 FEET; THENCE SOUTH 32°59'13" WEST, 104.95 FEET; THENCE SOUTH 21°44'58" WEST, 12.90 FEET TO A POINT OF NON-TANGENT CURVE CONCAVE TO THE SOUTHWEST ON THE NORTHERLY RIGHT OF WAY OF WEST COURT STREET; (THE LONG CHORD OF SAID CURVE BEARS NORTH 54°59'24" WEST, 164.44 FEET) THENCE WESTERLY, 164.45 FEET ALONG SAID RIGHT OF WAY ON THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 02 °12'37"; THENCE NORTH 55°51'17" WEST, 129.54 FEET ALONG SAID RIGHT OF WAY; THENCE NORTH 34°08'44" EAST, 532.53 FEET; THENCE NORTH 00°19'30" EAST, 1021.10 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 22.77 ACRES, MORE OR LESS. Page 78 of 82 SURIIEYOR'S NARRAIIYf· l000( RECORD SURVEY �� !iii� 1,1 FOR BOUNDARY LINE ADJUSTMENT IN THE NW 1/4, SEC. 18, TOWNSHIP 9 NORTH, RANGE 29 EAST. & IN THE NE 1/4, SEC. 13, TOWNSHIP 9 NORTH, RANGE 28 EAST, W.M. FRANKLIN COUNTY, WASHINGTON f)I), 2" WA9i. DOT. POSITlON CX>WPIJTf.D / :�MO:.PE� HNI. � FRON :MM:'Y 159& / / / / �1fr I I I NOT F'OUNO THIS SURYEY X / ...-1!'.�'.1'2.'17.11.:__ 12, ___________ ..!:f!,l?R§._R�P, _____ j ______ �,0•2 n_2040�•---·--··--·-··-··-··-··---·-./-13 18 SM'55'20"E SM"55'20"'E: _ -/ 19 us •n.od 405.75· - - - - - - -/ IDT 1 �·22-w 175.12' / 1•-200' -+- 111I III l I I I� I �'1' 18 I I I, I , I l \ I I -Jl', .. ;t.J..�� '1) �-·� ..... ) :,.,,�"" ���- \\\ CAP I\.'' '" \\\��� I ' '-: ', ' I ''� I �:11>,• '-. '..._,_ I ,_,., �� '-l q,. j' ',, �->.}'-tr� �Oi, ', 'tl) • ''tt).-',,,. 1.-r:,,.�-\;, ',,.... �', ', � I . 1 �-.r �I f'-fl �I I �i �i PARCEL •t,,.• 15,UJ ACRES 3� ;;�;!i """"'-,,. 22.T7 ACRES �I�! S.P.f 2010-13 savsa·�-w J09,32" t.ar 2, SHORT Pl.AT f2010-13 SM"st'51 "E 886.88' 30· UTILITY [SM�. 111, A.F.f1enoo• I I I�� ,�,�Ii. 111 -------�PNici:i-tK-------rir-�:--�j .�· �-<,_t­c)r ,.,,. ,'oi 0"'-t- iO F'OOP£R'lY UNE T.ta.£ lM l)ftC1l(lN LfMCTH L1 SJ"04'35"E 21&.H u S29"48'08-W 00.27 / / / PARCQ.. 1, R.OS. '598 / NOT A PMT Of THIS SUIM.Y / / / / / / / / / NOTES: / SECTION 13 ltMNSHI' • """"' RANCE 26 EAST W.M. SECTION 18 11lWNSHIP • NORTli RANGE 29 fASf WM. r··,--·-,-··....,.�%�--· ··-r-·7 . I I V.1. � I . · I I I · r--�---L..--¼--�--iI I I � I I : I I I . I I : r--➔--+--l---�--+--l---i : : :. : : :. r--;---r----r--+--;---r----r--i . I I I . I I I I I I I I I L .. ..L .. ...J.... •. ...L.. .. ...L .. ...1... .. ..L .. ...L..,.J SECTION INDEX fWi!S Of 81:MNC IS WASHltrtGTON STAT[ Pl.ME <iRO (S01m4 ZONE) IW)_SJ{2011), DA1'\JM M.SEI) ON GNSS 08SERYA1lONS 0� THE OONTROlUNG CORNERS SHOWN HEREON. 1. 0 •DOICJTES SET s;e•,:2,4• REBM: 'Mffl YEllDW PlASTIC C>P STAMPE> � LSfJ0440 2. e -DEHCJTES FWND 5/8" REat.R: PER SURVEY NO. 178 J. • •ODKn'ES f'OUND s;a• REHM STNl!Pm -slRAffl)N" AS SHOWN ON SHORT PUT 2010-13 FND. U.S.A.C.E. BRASS CW STAMPED: SS 22-22 0ELD fOR SECTllN UNE) ',, lJ NOO'J3'22"E 11.3& 4. 0•0ENOTES CALCULATED POSmoN ONLY-CORNER NOT SCT PER SHORT PLAT 2010-13 Oft PU 'THIS SURVEY CWW.Tot,1• CURVE l£NGTH RADIUS DELTA Qi. BRNG. 010RO C1 164.45 4252.75 2'12"Jr NM'59'24"'W 154.4-4 SURVE YOR'S CERTIFJCATE THIS MN' COAR£CTLY REPRESEN'1S A SU� M.trDE: 8'f ME OR WUR MY DIRECTION ... COHfORW,NCE WfTH THE R£QUIRDIENTS CE 1HE SUfNEY RECORDING N:r AT ll-!E REQUEST OF HMRIS fJIMILY TRUST .. OCTOBER, 2011. GARY 8. WACN£A PlSf30440 0,1[ 200 100 l4 S!Si5'51'f7"E LO S55'51'1TE l4 S21"47"33"W l7 N74"31'02"E ,.. HW3B'3i"E u H87'50'12"E l10 N35'08'12"E l11 S5507'35"E L13 S55'51'18"E ' I"' S0'21'51"W "'- 200 400 SCALEINFID 129.b4 =,11 82.11 185.00 177.H ,. ... 170.80 154.48 203.23 1 ..... 000 5. (M) • MfASURED PER MS SlM\C' (RI) • RECORD PER SURVEY #978 S. TI-IS SURVEY DOES NOT PUIIPORT ID SHOW Al..l EASEWMS or RECORD. 7, COURT STRffi RIGHT Of WI« IN SEC110N 18 WAS OCT'ERMINED FROM A flEl.D AS-BUILD Of lME EXISTING CENTERl..JNE WHICH VARIES CONSIOEFW!l.Y FROM & FROM lHE AIJGfMENT SHOWN OM tWtilS SUBDMSK>N. 19. THIS SUIM:Y '-.s PEN'OF.tilED UTUZlHG 'TRIMBI.E MULTI FREQUENCY GNSS REC£NERS CONFIGURED FOR R£AI.. TIME KIHEW.TIC � AUDITOR'S CERT IFICATE AL£D fOR RECORD THIS __ MY Of ____ _ 20--AT __M. IN ""'-'"" __ OF SURVEYS. AT PN:iE __ AT lH£ REQUEST OF ROGERS SURVEYING. F'RNOQJN COUNT'r AI.OTOR !iJc��ROGERS - SURYltYINC INC., P.S, 1466 co.tUDIA pjltl rlU1l, AICIIUJQ, ..... � �<J:.°!>1:l�i�1 YW.r•••w�oom. Cl.ENT PROJECT MH>frOR's FlL.L NUMBER -NONC HARRIS IJVJNG TRUST BOUNDARY LINE ADJUSTMENT PORTION OF SEC. 1 B, T9N., R29E DRN.'1iY 1------G8W I SCALE ,._ 200· I F. ·a.-NO. � I APPR<MD GBW MlE 10 /07 /19 � VER:,1 4�11 JOO 31419 stEET...! � Page 79 of 82 NEW LfGAL DESCR1PTIONS· FOR BOUNDARY LINE ADJUSTMENT IN THE NW 1/4, SEC. 18, TOWNSHIP 9 NORTH, RANGE 29 EAST, & IN THE NE 1/4, SEC. 13, TOWNSHIP 9 NORTH, RANGE 28 EAST, W.M. FRANKLIN COUNTY, WASHJNGTON Al/DITOR'S CERTIFICATE Page 80 of 82 Affidavit of Signature for Annexation Notice of Intent and Petition Under the penalty of perjury, I declare under oath, that I am authorized to sign deeds and encumbrances on behalf of .SC--/Jvo p<-,,.J,'e.� llc__, and I am further authorized to sign other documents including Notices of Intent and Petitions. Signature State of Washington County of f, c.v\..\c,1' ): ss. ) I /2'3/2.o-Z. 0== Date I certify that I know or have satisfactory evidence that £t.:\<-< 5 ;,-r.-t.'r-... "'--is the person who appeared b fore me, and said person acknowledged that�she) signed this instrument, on oath stated that she) was authorized to execute the instrument and acknowledged it as ____________ of _____________ to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument . .,. "' Given under my hand and official seal this 1..!__ day of 'J "'"'½K':f a� I 2020 NOTARY PUBLIC in and for the State of Washington Residing at: -�-'--'-'�,....,.__,,_u ________ _ My Commission Expires: i \-'2. C..- '2 I.) Page 81 of 82 1.Please print your name in addition to signing. PRINT NAME SIGNATURE ADDRESS DATE Page 82 of 82