HomeMy WebLinkAboutOrd 2296 - Limited General Obligation Bonds for Southcenter Parkway Improvements / Emergency Response Capital Equipment2302
City of Tukwila
Washington
Ordinance No. g 96
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, RELATING TO CONTRACTING INDEBTEDNESS;
PROVIDING FOR THE ISSUANCE OF $1,900,000 PAR VALUE OF LIMITED
TAX GENERAL OBLIGATION BONDS, SERIES 2010A, AND $3,970,000 PAR
VALUE LIMITED TAX GENERAL OBLIGATION BONDS, SERIES 2010B
(TAXABLE BUILD AMERICA BONDS - DIRECT PAYMENT), OF THE CITY
FOR GENERAL CITY PURPOSES TO PROVIDE FUNDS WITH WHICH TO
PAY THE COST OF SOUTHCENTER PARKWAY IMPROVEMENTS AND
EMERGENCY RESPONSE CAPITAL EQUIPMENT; FIXING THE DATE,
FORM, MATURITIES, INTEREST RATES, TERMS AND COVENANTS OF
THE BONDS; ESTABLISHING A BOND REDEMPTION FUND AND
PROJECT FUNDS; APPROVING THE SALE AND PROVIDING FOR THE
DELIVERY OF THE BONDS TO SEATTLE - NORTHWEST SECURITIES
CORPORATION OF SEATTLE, WASHINGTON; PROVIDING FOR
SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, the City of Tukwila, Washington (the "City "), is in need of carrying out
the "Projects" (as that term is hereinafter defined), the estimated cost of which is
$6,000,000 and the City does not have available sufficient funds to pay the cost; and
WHEREAS, the City Council deems it to be in the best interest of the City to borrow
money by the issuance of limited tax general obligation bonds authorized herein (the
"Bonds "), for general City purposes, to provide funds to carry out the Projects and to
pay the costs of issuance of the Bonds; and
WHEREAS, Seattle- Northwest Securities Corporation has offered to purchase the
Bonds authorized herein under the terms and conditions set forth in this ordinance in
the form of a bond purchase contract;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY ORDAINS AS FOLLOWS:
Section 1. Definitions. For the purposes of this ordinance the words or phrases
defined in this section shall have the following meanings:
1. "Bond Fund" means the Limited Tax General Obligation Bond Fund, 2010,
created by this ordinance for the payment of the Bonds.
2. "Bond Register" means the books or records maintained by the Bond
Registrar containing the name and mailing address of the owner of each Bond and the
principal amount and number of Bonds held by each owner.
3. "Bond Registrar" means the Fiscal Agent.
4. "Bonds" means, collectively, the Series 2010A Bonds and the Series 2010B
Bonds.
5. "City" means the City of Tukwila, Washington, a municipal corporation
duly organized and existing under and by virtue of the laws of the state of Washington.
6. "Code" means the United States Internal Revenue Code of 1986, as amended,
and applicable rules and regulations promulgated thereunder.
7. "DTC" means The Depository Trust Company, New York, New York.
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8. "Finance Director" means the Finance Director of the City.
9. "Fiscal Agent" means the fiscal agent of the State of Washington, as the same
may be designated by the State from time to time.
10. "Letter of Representations" means the Blanket Issuer Letter of
Representations dated October 18, 1999, between the City and DTC, as it may be
amended from time to time.
11. "MSRB" means the Municipal Securities Rulemaking Board.
12. "Projects" means Southcenter Parkway Improvements and Emergency
Response Capital Equipment.
13. "Project Funds" means, collectively, the Southcenter Parkway Construction
Fund, the Strander Boulevard Construction Fund and the Emergency Capital Fund,
each created by this ordinance.
14. "Rating Agency" means the nationally recognized rating agency or agencies,
if any, at the time rating the Bonds at the request of the City.
15. "SEC" means the United States Securities and Exchange Commission.
16. "Series 2010A Bonds" means the $1,900,000 par value Limited Tax General
Obligation Bonds, Series 2010A, of the City issued pursuant to and for the purposes
provided in this ordinance.
17. "Series 2010B Bonds" means the $3,970,000 par value Limited Tax General
Obligation Bonds, Series 2010B (Taxable Build America Bonds Direct Payment), of the
City issued pursuant to and for the purposes provided in this ordinance.
Section 2. Debt Capacity. The assessed valuation of the taxable property within the
City as ascertained by the last preceding assessment for City purposes for the calendar
year 2010 is $4,982,452,351, and the City has outstanding general indebtedness
evidenced by limited tax general obligation bonds, notes, leases or conditional sales
contracts in the principal amount of $25,876,800 incurred within the limit of up to 1-
1/2% of the value of the taxable property within the City permitted for general
municipal purposes without a vote of the qualified voters therein; has no outstanding
unlimited tax general obligation bonds issued pursuant to a vote of the qualified voters
of the City; and the amount of indebtedness for which the Bonds are authorized herein
to be issued is $6,000,000.
Section 3. Authorization of Bonds. The City shall borrow money on the credit of
the City and issue negotiable limited tax general obligation bonds evidencing that
indebtedness in the aggregate principal amount of $5,870,000 for general City purposes
to provide the funds to pay the cost of the Projects and to pay the costs of issuance and
sale of the Bonds (the "costs of issuance The general indebtedness to be incurred
shall be within the limit of up to 1 -1/2% of the value of the taxable property within the
City permitted for general municipal purposes without a vote of the qualified voters
therein.
Section 4. Description of Bonds.
A. The Series 2010A Bonds shall be called Limited Tax General Obligation Bonds,
Series 2010A, of the City and shall be issued in the aggregate principal amount of
$1,900,000. The Series 201013 Bonds shall be called Limited Tax General Obligation
Bonds, Series 2010B (Taxable Build America Bonds Direct Payment), of the City and
shall be issued in the aggregate principal amount of $3,970,000. The Bonds shall be
dated the date of their initial delivery; shall be in the denomination of $5,000 or any
integral multiple thereof within a single series and maturity; shall be numbered
separately in the manner and with any additional designation as the Bond Registrar
deems necessary for purposes of identification; shall bear interest (computed on the
basis of a 360 -day year of twelve 30 -day months) payable semiannually on each June 1
and December 1, commencing December 1, 2010, to the maturity or earlier redemption
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of the Bonds; and shall mature on December 1 in years and amounts and bear interest at
the rates per annum as follows:
Series 2010A Bonds
Maturity Interest Maturity Interest
Years Amounts Rates Years Amounts Rates
2010 $115,000 2.00% 2013 $355,000 3.00%
2011 340,000 2.00 2014 365,000 3.50
2012 345,000 3.00 2015 380,000 4.00
Series 2010B Bonds
Maturity Interest Maturity Interest
Years Amounts Rates Years Amounts Rates
2016 $395,000 3.61% 2020 $435,000 4.75%
2017 405,000 3.96
2018 415,000 4.30 2024 1,895,000 5.41
2019 425,000 4.50
B. The life of the capital facilities financed with the proceeds of the Bonds exceeds
the term of the Bonds.
Section 5. Registration and Transfer of Bonds.
A. The Bonds shall be issued only in registered form as to both principal and
interest and shall be recorded on the Bond Register. The Bond Register shall contain the
name and mailing address of the owner of each Bond and the principal amount and
number of each of the Bonds held by each owner.
B. Bonds surrendered to the Bond Registrar may be exchanged for Bonds in any
authorized denomination of an equal aggregate principal amount and of the same
series, interest rate and maturity. Bonds 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 or transfer any Bond during the 15 days preceding any
principal payment or redemption date.
C. The Bonds initially shall be registered in the name of Cede Co., as the nominee
of DTC. The Bonds so registered shall be held in fully immobilized form by DTC as
depository in accordance with the provisions of the Letter of Representations. Neither
the City nor the Bond Registrar shall have any responsibility or obligation to DTC
participants or the persons for whom they act as nominees with respect to the Bonds
regarding accuracy of any records maintained by DTC or DTC participants of any
amount in respect of principal of or interest on the Bonds, or any notice which is
permitted or required to be given to registered owners hereunder (except such notice as
is required to be given by the Bond Registrar to DTC).
D. For as long as any Bonds are held in fully immobilized form, DTC, its nominee or
its successor depository shall be deemed to be the registered owner for all purposes
hereunder and all references to registered owners, bondowners, bondholders or the like
shall mean DTC or its nominee and, except for the purpose of the City's undertaking
herein to provide continuing disclosure, shall not mean the owners of any beneficial
interests in the Bonds. Registered ownership of such Bonds, or any portions thereof,
may not thereafter be transferred except:
1. to any successor of DTC or its nominee, if that successor shall be qualified
under any applicable laws to provide the services proposed to be provided by it;
2. to any substitute depository appointed by the City or such substitute
depository's successor; or
3. to any person if the Bonds are no longer held in immobilized form.
E. Upon the resignation of DTC or its successor (or any substitute depository or its
successor) from its functions as depository, or a determination by the City that it no
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longer wishes to continue the system of book entry transfers through DTC or its
successor (or any substitute depository or its successor), the City may appoint a
substitute depository. Any such substitute depository shall be qualified under any
applicable laws to provide the services proposed to be provided by it.
F. If 1) DTC or its successor (or substitute depository or its successor) resigns from
its functions as depository, and no substitute depository can be obtained, or 2) the City
determines that the Bonds are to be in certificated form, the ownership of Bonds may be
transferred to any person as provided herein and the Bonds no longer shall be held in
fully immobilized form.
Section 6. Payment of Bonds. Both principal of and interest on the Bonds shall be
payable in lawful money of the United States of America. Interest on the Bonds shall be
paid by checks or drafts of the Bond Registrar mailed on the interest payment date to
the registered owners at the addresses appearing on the Bond Register on the 15th day
of the month preceding the interest payment date or, if requested in writing by a
registered owner of Bonds prior to the applicable record date, by wire transfer on the
interest payment date, provided that costs of the electronic transfer will be paid by the
requesting registered owner. Principal of the Bonds shall be payable upon presentation
and surrender of the Bonds by the registered owners to the Bond Registrar.
Notwithstanding the foregoing, for as long as the Bonds are registered in the name of
DTC or its nominee, payment of principal of and interest on the Bonds shall be made in
the manner set forth in the Letter of Representations.
Section 7. Redemption Provisions and Open Market Purchase of Bonds.
A. Optional Redemption. The Series 2010A Bonds shall be issued without the right
or option of the City to redeem the Series 2010A Bonds prior to their stated maturity
dates. The City reserves the right and option to redeem the Series 2010B Bonds
maturing on or after December 1, 2010, at any time on or after June1, 2020, as a whole or
in part, (within one or more maturities selected by the City and randomly within a
maturity in such manner as the Bond Registrar shall determine), at a price equal to the
principal amount to be redeemed, without premium, plus accrued interest to the date
fixed for redemption.
B. Extraordinary Optional Redemption. The City additionally reserves the right
and option to redeem the Series 2010B Bonds prior to their stated maturity dates at any
time prior to June 1, 2020, as a whole or in part, upon the occurrence of an
Extraordinary Event, at the Extraordinary Optional Redemption Price.
1. An "Extraordinary Event" will have occurred if the City determines that a
material adverse change has occurred to Section 54AA or Section 6431 of the Code or
there is any guidance published by the Internal Revenue Service or the United States
Treasury with respect to such Sections or any other determination by the Internal
Revenue Service or the United States Treasury, which determination is not the result of
any act or omission by the City to satisfy the requirements to qualify to receive the 35%
cash subsidy payment from the United States Treasury, pursuant to which the City's
35% cash subsidy payment from the United States Treasury is reduced or eliminated.
2. "Extraordinary Optional Redemption Price" means the greater of:
a) 100% of the principal amount of the Series 2010B Bonds to be redeemed;
or
b) the sum of the present values of the remaining scheduled payments of
principal of and interest to the stated maturity date on the Series 2010B Bonds to be
redeemed, discounted to the earlier (i) the stated maturity date on the Series 2010B
Bonds to be redeemed, or (ii) the next available date on which the 2010B Bonds may be
optionally redeemed at a price of par (plus accrued interest, if any), discounted to the
date on which such Series 2010B Bonds are to be redeemed on a semiannual basis,
assuming a 360 -day year consisting of twelve 30 -day months, at the Treasury Rate plus
100 basis points, plus, in each case, accrued interest on the Series 2010B Bonds to be
redeemed to the date fixed for redemption.
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3. "Treasury Rate" means, with respect to any date fixed for redemption for a
particular Series 2010B Bond, the yield to maturity as of such date of United States
Treasury securities with a constant maturity (excluding inflation indexed securities, and
as compiled and published in the most recent Federal Reserve Statistical Release H.15
(519) that has become publicly available as of the first business day that is at least two
business days prior to such date or, if such Statistical Release is no longer published,
any publicly available source of similar market data) most nearly equal to the period
from such date to the stated maturity date of such Series 2010B Bond.
4. At the request of the Bond Registrar, the Extraordinary Optional Redemption
Price shall be determined by an independent accounting firm, investment banking firm
or financial advisor retained by the City at the City's expense. Absent manifest error,
such determination shall be conclusive and binding on the City, the Bond Registrar and
the Registered Owners, and neither the City nor the Bond Registrar shall be liable for
relying on such determination.
C. Mandatory Redemption.
1. The Series 2010B Bonds maturing in 2024 are Term Bonds and, if not
redeemed under the optional or extraordinary optional redemption provisions set forth
above or purchased in the open market under the provisions set forth below, shall be
called for redemption randomly within a maturity in such manner as the Bond
Registrar shall determine at par plus accrued interest on December 1 in years and
amounts as follows:
2010B Term Bonds Maturing
in 2024
Mandatory
Redemption Mandatory
Dates Redemption
(December 1) Amounts
2021 $450,000
2022 465,000
2023 480,000
2024* 500,000
Maturity
2. If the City redeems under Section 7.A or B, purchases in the open market or
defeases Term Bonds, the par amount of the Term Bonds so redeemed, purchased or
defeased (irrespective of their actual redemption or purchase prices) shall be credited
against one or more scheduled mandatory redemption amounts for those Term Bonds.
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 at least 60 days prior to the earliest
mandatory redemption date for that maturity of Term Bonds for which notice of
redemption has not already been given.
D. Partial Redemption of Bonds. Portions of the principal amount of any Bond, in
installments of $5,000 or any integral multiple thereof, may be redeemed. If less than all
of the 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 therefor, a
new Bond (or Bonds, at the option of the registered owner) of the same series, maturity
and interest rate in any of the denominations authorized by this ordinance in the
aggregate principal amount remaining unredeemed.
E. Open Market Purchase. The City further reserves the right and option to
purchase any or all of the Bonds in the open market at any time at any price plus
accrued interest to the date of purchase.
F. Selection of Bonds for Redemption. If fewer than all of the outstanding Bonds
are to be redeemed prior to maturity, then Bonds shall be redeemed within one or more
maturities selected by the City and randomly within a maturity in such manner as the
Bond Registrar shall determine. Notwithstanding the foregoing, for as long as the
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Bonds are registered in the name of DTC or its nominee, selection of Bonds for
redemption shall be in accordance with the Letter of Representations.
G. Cancellation of Bonds. All Bonds purchased or redeemed under this section
shall be canceled.
Section 8. Notice of Redemption.
A. While the Bonds are held by DTC in book -entry only form, any notice of
redemption shall be given at the time, to the entity and in the manner required by DTC
in accordance with the Letter of Representations, and the Bond Registrar shall not be
required to give any other notice of redemption. If the Bonds cease to be in book -entry
only form, the City shall cause notice of any intended redemption of Bonds to 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 of any Bond to
be redeemed at the address appearing on the Bond Register at the time the Bond
Registrar prepares the notice, and the requirements of this sentence shall be deemed to
have been fulfilled when notice has been mailed as so provided, whether or not it is
actually received by the owner of any Bond.
B. In the case of an optional redemption, the notice may state that the City retains
the right to rescind the redemption notice and the related optional redemption of Bonds
by giving a notice of rescission to the affected registered owners at any time prior to the
scheduled optional redemption date. Any notice of optional redemption that is so
rescinded shall be of no effect, and the Bonds for which the notice of optional
redemption has been rescinded shall remain outstanding.
C. Interest on Bonds called for redemption shall cease to accrue on the date fixed for
redemption unless the Bond or Bonds called are not redeemed when presented
pursuant to the call. In addition, the redemption notice shall be mailed within the same
period, postage prepaid, to the MSRB 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 Bonds.
Section 9. Failure to Redeem Bonds. If any Bond is not redeemed when properly
presented at its maturity or call date, 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 call date 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 and the Bond has been called for
payment by giving notice of that call to the registered owner of each of those unpaid
Bonds.
Section 10. Pledge of Taxes. For as long as any of the Bonds are outstanding, the
City irrevocably pledges to include in its budget and levy taxes annually within the
constitutional and statutory tax limitations provided by law without a vote of the
electors of the City on all of the taxable property within the City in an amount sufficient,
together with other money legally available and to be used therefor, to pay when due
the principal of and interest on the Bonds, and the full faith, credit and resources of the
City are pledged irrevocably for the annual levy and collection of those taxes and the
prompt payment of that principal and interest.
Section 11. Form and Execution of Bonds.
A. The Bonds shall be prepared in a form consistent with the provisions of this
ordinance and state law and shall be signed by the Mayor and 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.
B. Only Bonds bearing a Certificate of Authentication in 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:
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CERTIFICATE OF AUTHENTICATION
This Bond is one of the fully registered City of Tukwila, Washington, Limited Tax
General Obligation Bonds, [Series 2010A /Series 2010B (Taxable Build America Bonds
Direct Payment)], described in the Bond Ordinance.
WASHINGTON STATE FISCAL AGENT
Bond Registrar
By [SPECIMEN1
Authorized Signer
C. 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.
D. If any officer whose facsimile signature appears on the Bonds ceases to be an
officer of the City authorized to sign bonds before the Bonds bearing his or her facsimile
signature are authenticated or delivered by the Bond Registrar or issued by the City,
those Bonds 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 the date of issuance of the Bonds.
Section 12. Duties of Bond Registrar.
A. The Bond Registrar shall keep, or cause to be kept, sufficient books for the
registration and transfer of the Bonds, which shall be open to inspection by the City at
all times. The Bond Registrar is authorized, on behalf of the City, to authenticate and
deliver Bonds transferred or exchanged in accordance with the provisions of the Bonds
and this ordinance, to serve as the City's paying agent for the Bonds and to carry out all
of the Bond Registrar's powers and duties under this ordinance and City Ordinance No.
1338 establishing a system of registration for the City's bonds and obligations.
B. The Bond Registrar shall be responsible for its representations contained in the
Bond Registrar's Certificate of Authentication on the Bonds. The Bond Registrar may
become the owner of Bonds 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 Bond owners.
Section 13. Preservation of Tax Exemption for Interest on Series 2010A Bonds.
The City covenants that it will take all actions necessary to prevent interest on the Series
2010A Bonds from being included in gross income for federal income tax purposes, and
it will neither take any action nor make or permit any use of proceeds of the Series
2010A Bonds or other funds of the City treated as proceeds of the Series 2010A Bonds at
any time during the term of the Series 2010A Bonds which will cause interest on the
Series 2010A Bonds to be included in gross income for federal income tax purposes.
The City also covenants that it will, to the extent the arbitrage rebate requirement of
Section 148 of the Code is applicable to the Series 2010A Bonds, take all actions
necessary to comply (or to be treated as having complied) with that requirement in
connection with the Series 2010A Bonds, including the calculation and payment of any
penalties that the City has elected to pay as an alternative to calculating rebatable
arbitrage, and the payment of any other penalties if required under Section 148 of the
Code to prevent interest on the Series 2010A Bonds from being included in gross
income for federal income tax purposes.
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Section 14. Designation of Series 2010A Bonds as "Qualified Tax Exempt
Obligations." The City has determined and certifies that:
1. the Series 2010A Bonds are not "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) which 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 Series 2010A Bonds are issued will not exceed $30,000,000;
and
3. the amount of tax exempt obligations, including the Series 2010A Bonds,
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 Series 2010A Bonds are
issued does not exceed $30,000,000. The City designates the Series 2010A Bonds as
"qualified tax exempt obligations" for the purposes of Section 265(b)(3) of the Code.
Section 15. Election to Treat Series 2010B Bonds as "Build America Bonds Tax
Covenants.
A. The City hereby irrevocably elects to have Section 54AA of the Code apply to the
Series 2010B Bonds so that the Series 2010B Bonds are treated as "build America
bonds," and further to have Subsection 54AA(g) of the Code apply to the Series 2010B
Bonds so that the Series 2010B Bonds are treated as "qualified bonds" with respect to
which the City will be allowed a credit payable by the United States Treasury to the
City pursuant to Section 6431 of the Code in an amount equal to 35 of the interest
payable on the Series 2010B Bonds on each interest payment date. The City authorizes
and directs the Finance Director (or his or her designee) to take such actions and enter
into such agreements as are necessary or appropriate for the City to receive from the
United States Treasury the applicable federal credit payments in respect of the Series
2010B Bonds, including, but not limited to, entering into a calculation agency agreement
with a calculation agent and the timely filing with the Internal Revenue Service of Form
8038 -CP- "Return for Credit Payments to Issuers of Qualified Bonds" in the manner
prescribed by Internal Revenue Service Notice 2009 -26.
B. The City covenants that it will comply with the provisions of the Code,
compliance with which would result in the interest on the Series 2010B Bonds being
excluded from gross income for federal tax purposes but for the City's irrevocable
election to have Section 54AA of the Code apply to the Series 2010B Bonds.
Section 16. Refunding or Defeasance of the Bonds.
A. The City may issue refunding bonds pursuant to the laws of the State of
Washington or use money available from any other lawful source to pay when due the
principal of and interest on the Bonds, or any portion thereof included in a refunding or
defeasance plan, and to redeem and retire, refund or defease all such then outstanding
Bonds (hereinafter collectively called the "defeased Bonds and to pay the costs of the
refunding or defeasance. If money and or "government obligations" (as defined in
chapter 39.53 RCW, as now or hereafter amended) maturing at a time or times and
bearing interest in amounts (together with money, if necessary) sufficient to redeem and
retire, refund or defease the defeased Bonds in accordance with their terms are set aside
in a special trust fund or escrow account irrevocably pledged to that redemption,
retirement or defeasance of defeased Bonds (hereinafter called the "trust account 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. The owners of defeased Bonds shall have the right
to receive payment of the principal of and interest on the defeased Bonds from the trust
account. The City shall include in the refunding or defeasance plan such provisions as
the City deems necessary for the random selection of any defeased Bonds that
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constitute less than all of a particular maturity of a series of Bonds, for notice of the
defeasance to be given to the owners of the defeased Bonds and to such other persons
as the City shall determine, and for any required replacement of Bond certificates for
defeased Bonds. The defeased Bonds shall be deemed no longer outstanding, and the
City may apply any money in any other fund or account established for the payment or
redemption of the defeased Bonds to any lawful purposes as it shall determine.
B. If the Bonds are registered in the name of DTC or its nominee, notice of any
defeasance of Bonds shall be given to DTC in the manner prescribed in the Letter of
Representations for notices of redemption of Bonds.
Section 17. Bond Fund; Project Funds; and Deposit of Bond Proceeds.
A. The Bond Fund is hereby created and established in the office of the Finance
Director as a special fund designated the Limited Tax General Obligation Bond Fund,
2010, for the purpose of paying principal of and interest on the Bonds. All taxes
collected for and allocated to the payment of the principal of and interest on the Bonds
shall be deposited in the Bond Fund.
B. The Project Funds also are hereby created and established in the office of the
Finance Director as special funds designated the Southcenter Parkway Construction
Fund, the Strander Boulevard Construction Fund and the Emergency Capital Fund.
The principal proceeds and premium, if any, received from the sale and delivery of the
Bonds shall be paid into the Project Funds and used to pay the costs of the Projects and
costs of issuance of the Bonds. Until needed to pay such costs, the City may invest
principal proceeds temporarily in any legal investment, and the investment earnings
may be retained in the Project Funds and be spent for the purposes of those funds
except that earnings subject to a federal tax or rebate requirement may be withdrawn
from the Project Funds and used for those tax or rebate purposes. Any amounts
remaining in the Project Funds after payment of the costs of the Projects and costs of
issuance of the Bonds may be used for any other proper City purpose.
Section 18. Approval of Bond Purchase Contract.
A. Seattle Northwest Securities Corporation of Seattle, Washington, has presented a
purchase contract (the "Bond Purchase Contract to the City offering to purchase the
Bonds under the terms and conditions provided in the Bond Purchase Contract, which
written Bond Purchase Contract is on file with the Finance Director and is incorporated
herein by this reference. The City Council finds that entering into the Bond Purchase
Contract is in the City's best interest and therefore accepts the offer contained therein
and authorizes its execution by City officials.
B. The Bonds will be printed at City expense and will be delivered to the purchaser
in accordance with the Bond Purchase Contract, with the approving legal opinion of
Foster Pepper PLLC, municipal bond counsel of Seattle, Washington, regarding the
Bonds.
C. The proper City officials are authorized and directed to do everything necessary
for the prompt delivery of the Bonds to the purchaser and for the proper application
and use of the proceeds of the sale thereof.
Section 19. Preliminary Official Statement Deemed Final. The City Council has
been provided with copies of a preliminary official statement dated July 12, 2010 (the
"Preliminary Official Statement prepared in connection with the sale of the Bonds.
For the sole purpose of the Bond purchaser's compliance with SEC Rule 15c2- 12(b)(1),
the City "deems final" that Preliminary Official Statement as of its date, except for the
omission of information as to offering prices, interest rates, selling compensation,
aggregate principal amount, principal amount per maturity, maturity dates, options of
redemption, delivery dates, ratings and other terms of the Bonds dependent on such
matters.
Section 20. Undertaking to Provide Continuing Disclosure. To meet the
requirements of SEC Rule 15c2- 12(b)(5) (the "Rule as applicable to a participating
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underwriter for the Bonds, the City makes the following written undertaking (the
"Undertaking for the benefit of holders of the Bonds:
1. Undertaking to Provide Annual Financial Information and Notice of
Material 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:
a. Annual financial information and operating data of the type included in
the final official statement for the Bonds and described in subsection 2 of this section
"annual financial information
b. Timely notice of the occurrence of any of the following events with respect
to the Bonds, if material:
(1) principal and interest payment delinquencies;
(2) non payment related defaults;
difficulties;
difficulties;
perform;
Bonds);
Bonds; and
(3)
(4) unscheduled draws on credit enhancements reflecting financial
(5)
unscheduled draws on debt service reserves reflecting financial
substitution of credit or liquidity providers, or their failure to
(6) adverse tax opinions or events affecting the tax exempt status of the
Series 201OA Bonds;
modifications to rights of holders of the Bonds;
Bond calls (other than scheduled mandatory redemptions of Term
(9) defeasances;
(10) release, substitution, or sale of property securing repayment of the
(11) rating changes; and
c. Timely notice of a failure by the City to provide required annual financial
information on or before the date specified in subsection 2 of this section.
2. Type of Annual Financial Information Undertaken to be Provided. The
annual financial information that the City undertakes to provide in subsection 1 of this
section:
a. Shall consist of:
(1) annual financial statements prepared (except as noted in the financial
statements) in accordance with the generally accepted accounting principles applicable
to Washington State local governmental units, as such principles may be changed from
time to time, which statements shall not be audited, except, however, that if and when
audited financial statements are otherwise prepared and available to the City they will
be provided;
bonds;
(2) authorized, issued and outstanding balance of general obligation
(3) assessed valuation of property within the City for the fiscal year; and
(4) regular property tax levy rates and amounts and percentage of taxes
collected;
b. 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
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fiscal year may be changed as required or permitted by State law, commencing with the
City's fiscal year ending December 31, 2009; and
c. 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.
3. Amendment of Undertaking. The 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 the Rule.
The City will give notice to the MSRB of the substance (or provide a copy) of any
amendment to the Undertaking and a brief statement of the reasons for the amendment.
If the amendment changes the type of annual financial information to be provided, the
annual financial information containing the amended financial information will include
a narrative explanation of the effect of that change on the type of information to be
provided.
4. Beneficiaries. The Undertaking evidenced by this section shall inure to the
benefit of the City and any holder of Bonds, and shall not inure to the benefit of or
create any rights in any other person.
5. Termination of Undertaking. The City's obligations under this Undertaking
shall terminate upon the legal defeasance of prior redemption or payment in full of all
the then outstanding Bonds. In addition, the City's obligations under this Undertaking
shall terminate if those provisions of the Rule which 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 nationally recognized bond counsel or other counsel
familiar with federal securities laws delivered to the City, and the City provides timely
notice of such termination to the MSRB.
6. Remedy for Failure to Comply with Undertaking. As soon as practicable
after the City learns of any failure to comply with the 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 the Undertaking shall constitute a
default in respect of the Bonds. The sole remedy of any holder of a Bond shall be to
take such actions as that holder deems necessary, including seeking an order of specific
performance from an appropriate court, to compel the City or other obligated person to
comply with the Undertaking.
7. Designation of Official Responsible to Administer Undertaking. The
Finance Director (or such other officer of the City who may in the future perform the
duties of that office) or his or her designee is authorized and directed in his or her
discretion to take such further actions as may be necessary, appropriate or convenient
to carry out the Undertaking of the City in respect of the Bonds set forth in this section
and in accordance with the Rule, including, without limitation, the following actions:
a. Preparing and filing the annual financial information undertaken to be
provided;
b. Determining whether any event specified in subsection 1 has occurred,
assessing its materiality with respect to the Bonds, and, if material, preparing and
disseminating notice of its occurrence;
c. Determining whether any person other than the City is an "obligated
person" within the meaning of the Rule with respect to the Bonds, and obtaining from
such person an undertaking to provide any annual financial information and notice of
material events for that person in accordance with the Rule;
d. 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 the Undertaking; and
e. Effecting any necessary amendment of the Undertaking.
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Section 21. Severability. If any section, subsection, paragraph, sentence, clause or
phrase of this ordinance or its application to any person or situation should be held to
be invalid or unconstitutional for any reason by a court of competent jurisdiction, such
invalidity or unconstitutionality shall not affect the validity or constitutionality of the
remaining portions of this ordinance or its application to any other person or situation.
Section 22. Effective Date. This ordinance or a summary thereof shall be published
in the official newspaper of the City, and shall take effect and be in full force five days
after passage and publication as provided by law.
PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON,
at a Regular Meeting thereof this 19th day of July, 2010.
ts 2 Wag
ATTEST/ AUTHENTICATED:
Christy O'Flaherty, CMC, City C1-rk
APPROVED
Jim Haggerton Mayor
Shelley Kerslake City Attorney
Filed with the City Clerk: 1- it-1-10
Passed by the City Council: fl-- 1 ci- 111
Published: 1 -e _s-in
Effective Date: 'l —c)-)0
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CERTIFICATION
I, the undersigned, City Clerk of the City of Tukwila, Washington (the "City
hereby certify as follows:
1. The attached copy of Ordinance No. _a4 L the "Ordinance is a full, true and
correct copy of an ordinance duly passed at a regular meeting of the City Council of the
City held at the regular meeting place thereof on July 19, 2010, as that ordinance
appears on the minute book of the City; and the ordinance will be in full force and effect
five days after publication in the City's official newspaper;
2. A quorum of the members of the City Council was present throughout the
meeting and a majority of those members present voted in the proper manner for the
passage of the ordinance.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of July, 2010.
CITY OF TUKWILA, WASHINGTON
Christy O'Flahe y, CMC, City Cler
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Published Seattle Times: July 22, 2010
SUMMARY OF
Ordinance No. 2296
City of Tukwila, Washington
On July 19, 2010 the City Council of the City of Tukwila, Washington, adopted
Ordinance No. 2296, the main points of which are summarized by its title as follows:
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, RELATING TO CONTRACTING INDEBTEDNESS;
PROVIDING FOR THE ISSUANCE OF $1,900,000 PAR VALUE OF
LIMITED TAX GENERAL OBLIGATION BONDS, SERIES 2010A, AND
$3,970,000 PAR VALUE LIMITED TAX GENERAL OBLIGATION BONDS,
SERIES 2010B (TAXABLE BUILD AMERICA BONDS DIRECT
PAYMENT), OF THE CITY FOR GENERAL CITY PURPOSES TO
PROVIDE FUNDS WITH WHICH TO PAY THE COST OF
SOUTHCENTER PARKWAY IMPROVEMENTS AND EMERGENCY
RESPONSE CAPITAL EQUIPMENT; FIXING THE DATE, FORM,
MATURITIES, INTEREST RATES, TERMS AND COVENANTS OF THE
BONDS; ESTABLISHING A BOND REDEMPTION FUND AND
PROJECT FUNDS; APPROVING THE SALE AND PROVIDING FOR THE
DELIVERY OF THE BONDS TO SEATTLE NORTHWEST SECURITIES
CORPORATION OF SEATTLE, WASHINGTON; PROVIDING FOR
SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE.
The full text of this ordinance will be mailed upon request.
Approved by the City Council at a Regular Meeting thereof on July 19, 2010.
OTA14
Christy O'Flaherty, CMC, City C1rk