HomeMy WebLinkAbout4487 Ordinance - Waterworks Utility Bond for water and sewer projectsCITY OF PASCO, WASHINGTON
ORDINANCE NO. 4487
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.
FG:53545682.4
Passed: April 6, 2020
This document prepared by:
Foster Garvey P.C.
1111 Third Avenue, Suite 3000
Seattle, Washington 98101
(206) 447-4400
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 13.
Section 14.
Section 15.
Section 16.
Section 17.
Section 18.
Section 19.
Section 20.
Section 21.
Section 22.
Section 23.
Section 24.
Section 25.
Section 26 .
Section 27.
Section 28.
Section 29.
Exhibit A
Exhibit B
Exhibit C
TABLE OF CONTENTS*
Page
Definitions ................................................................................................................ 1
Findings and Determinations ................................................................................... 9
Plan of Additions ................................................................................................... 10
Authorization of the Bonds .................................................................................... 11
Appointment of Designated Representative; Description of the Bonds ................ 11
Bond Registrar; Registration and Transfer ofBonds ............................................ .12
Form and Execution of Bonds ............................................................................... 13
Payinent of Bonds .................................................................................................. 13
Redemption Provisions and Purchase of Bonds .................................................... 13
Failure to Pay Bonds .............................................................................................. 15
Bond Fund; Payinents into Bond Fund .................................................................. 15
Rate Stabilization Account .................................................................................... 16
Pledge, Lien and Charge for Payinent of the Bonds .............................................. 17
Flow of Funds ........................................................................................................ 17
Covenants ............................................................................................................... 17
Provisions for Future Parity Bonds ........................................................................ 19
Separate Utility Systems ........................................................................................ 19
Contract Resource Obligations .............................................................................. 19
Tax Covenants ....................................................................................................... 20
Refunding or Defeasance of Bonds ....................................................................... 21
Deposit of Bond Proceeds; Creation of Construction Accounts ............................ 22
Use of Refunding Proceeds; the Refunding Plan ................................................... 22
Amendatory and Supplemental Ordinances ........................................................... 24
Defaults and Remedies .......................................................................................... 26
Sale and Delivery of the Bonds ............................................................................. 29
Official Statement; Continuing Disclosure ........................................................... .30
General Authorization and Ratification ................................................................ .30
Severability ............................................................................................................ 31
Effective Date of Ordinance .................................................................................. 31
Parameters for Final Terms
Parity Conditions
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 inte,pretation of this ordinance.
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CITY OF PASCO, WASHINGTON
ORDINANCE NO. 4487
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.
(t) "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.
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(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.
(i) "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 ofULID 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.
(1) "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 is
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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 Clede' 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 Councif' 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 Parity 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.
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(dd) "DTC' means The Depository Trust Company, New York, New York, or its
nommee.
( 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).
(fl) "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.
(11) "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 OTC dated August 31, 1998, as it may be amended from time to time, and
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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
l 5c2-12 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.
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(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 I 5th 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.
(ffi) "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 201 0A Bonds maturing on June 1 of each of the years 2020, 2025 and 2029.
(ill) "Refunding Plan" means (as further described in the Refunding Trust Agreement):
(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;
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(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.
(111) "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
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.
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(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 l 5c2-l 2" means Rule 15c2-12 promulgated by the SEC under the Securities
Exchange Act of 1934, as amended.
(m) "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.
(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
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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:
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Original Ordinance
Principal Dated Authorizing Passage
Name oflssue Amount Date Ordinance Date
2009 Bonds $10,045,000 4/17/2009 3915 4/06/2009
2010ABonds 9,070,000 6/03/2010 3962 5/17/2010
2013ABonds 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.
(t) 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 3 5.92.100),
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 Capital
Improvement Plan and prior Capital Improvement Plans and other comprehensive and
improvement plans of the City:
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(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 Representative
deems advisable, within the parameters set forth in Exhibit A, which is attached to this ordinance
and incorporated by this reference.
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Section 6. Bond Re gi strar; Re gi stration 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 ofDTC. Each Bond registered in the name of the Securities Depository shall be held fully
immobilized in book-entry only form by the Securities Depository in accordance with the
provisions of the Letter of Representations. Registered ownership of any Bond registered in the
name of the Securities Depository may not be transferred except: (i) to any successor Securities
Depository; (ii) to any substitute Securities Depository appointed by the City; or (iii) to any person
if the Bond is no longer to be held in book-entry only form. Upon the resignation of the Securities
Depository, or upon a termination of the services of the Securities Depository by the City, the City
may appoint a substitute Securities Depository. If (i) the Securities Depository resigns and the City
does not appoint a substitute Securities Depository or (ii) the City terminates the services of the
Securities Depository, the Bonds no longer shall be held in book-entry only form and the registered
ownership of each Bond may be transferred to any person as provided in this ordinance.
Neither the City nor the Bond Registrar shall have any obligation to participants of any
Securities Depository or the persons for whom they act as nominees regarding accuracy of any
records maintained by the Securities Depository or its participants. Neither the City nor the Bond
Registrar shall be responsible for any notice that is permitted or required to be given to a Registered
Owner except such notice as is required to be given by the Bond Registrar to the Securities
Depository.
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Section 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[_J 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.
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.
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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.
( 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.
(t) Effect of Redemption. Interest on each Bond called for redemption shall cease to
accrue on the date fixed for redemption, unless either the notice of optional redemption is rescinded
as set forth above, or money sufficient to effect such redemption is not on deposit in the Bond
Fund or in a trust account established to refund or defease the Bond.
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(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; Paym ents 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 o_f Future Parity Bonds, a separate reserve requirement (which 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.
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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 offunds 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.
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 afier
the end of the preceding year. Withdrawals.from th e Rate Stabilization Account shall increase Net
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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. Pled ge, Lien and Charge for Paym ent 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.
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
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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.
(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
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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.
Section 17. Separate Utility Svstems. 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 o_fthat 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 o_f 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:
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(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 cert(ficate 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.
(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.
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(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
(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
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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.
( 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
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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 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.
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(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 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:
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(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
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.
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(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 (BJ 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 Su pp lemental Ordinances Requiring Consent o f 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.
(2)
bonds.
(3)
A preference of priority of any Parity Bonds or any other bond or
A reduction in the aggregate principal amount of any Parity Bond.
(d) E ffect o(Passage o(Amendatory or Su pp lemental 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 o(D e(ault. 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
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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 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
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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 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 o(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 o.f priority:
(1) First, to the payment of the charges, expenses, advances and
compensation of the Bondowners' Trustee and the charges, expenses, counselfees,
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 o.f 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.
(t) Duties and Obligations o(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 o.f Default, the Bondowners' Trustee shall exercise such of the rights and powers vested
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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 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.
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(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.
(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)(l) 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
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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 6.25%, and the true interest
cost to the City for each Series of Bonds may not exceed 6.25%.
(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 1 O½ 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.
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(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 3.00% (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.
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EXHIBIT B
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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.
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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)
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[Form of]
UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE
City of Pasco, Washington
[Name of Series I
EXHIBIT C
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 l 5c2-12; ( 13) the consummation of a merger, consolidation, or acquisition
involving the City or the sale of all or substantially all of the assets of the City other than
in the ordinary course of business, the entry into a definitive agreement to undertake such
an action or the termination of a definitive agreement relating to any such actions, other
than pursuant to its terms, if material; (14) appointment of a successor or additional trustee
or the change of name of a trustee, if material; (15) incurrence of a financial obligation of
the City or obligated person, if material, or agreement to covenants, events of default,
remedies, priority rights, or other similar terms of a financial obligation of the City or
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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 l 5c2-l 2.
(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
infonnation will include a narrative explanation of the effect of that change on the type of
information to be provided.
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(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.
(t) 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.
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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 .44i'r(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 ~-/ CJ _, 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
Debra Barham, City Clerk