HomeMy WebLinkAboutReg 2014-12-01 Item 6I - Ordinances - Tukwila International Boulevard Redevelopment FinancingCOUNCIL AGENDA SY1VOPSIS
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S Pc )N.( .)R':, On September 2, 2014, the Council approved a financing plan for the TIB Redevelopment
Sr\INI\R) Project (Resolution #1841). A financing proposal with both a short and a long term
component is being presented consistent with the approved plan.
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ITEM INFORMATION
ITEM No.
6.1.
S1 '\H I SI)( )Nm )R: PEGGY MCCARTHY
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\c,i \ t) \ 111 NI 1111 1 A financing proposal for the TIB Redevelopment Project comprised of approximately
$2.25M of short term debt and approximately $3.85M of long term debt.
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S Pc )N.( .)R':, On September 2, 2014, the Council approved a financing plan for the TIB Redevelopment
Sr\INI\R) Project (Resolution #1841). A financing proposal with both a short and a long term
component is being presented consistent with the approved plan.
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RECOMMENDATIONS:
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Finance Department
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COST IMPACT / FUND SOURCE
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$ $
Fund Source: MISCELLANEOUS FUNDING SOURCES, SEE DETAIL
Comments
MTG. DATE
RECORD OF COUNCIL ACTION
11/17/14
Presentation provided
Forward to next Regular
to Council
Meeting
11/24/14
12/1/14
MTG. DATE
ATTACHMENTS
11/17/14
Informational Memorandum dated 11-12-14
Attachments: PFM Memorandum and Exhibits A - E,
Resolution 1841 - TIB Redevelopment Project Financing P an
11/24/14
Informational Memorandum dated 11/19/14
2 Ordinances
12/01/14
Final ordinances
157
158
zions bank
Citv of Tukwila
Washington
Ordinance No.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, RELATING TO CONTRACTING
INDEBTEDNESS; PROVIDING FOR THE ISSUANCE, SALE AND
DELIVERY OF $3,850,000 AGGREGATE PRINCIPAL AMOUNT OF
LIMITED TAX GENERAL OBLIGATION BONDS TO PROVIDE
FUNDS TO CARRY OUT LAND ACQUISITION AND CAPITAL
COSTS OF REDEVELOPMENT ACTIVITIES WITHIN THE CITY'S
URBAN RENEWAL AREA, AND TO PAY THE COSTS OF
ISSUANCE AND SALE OF THE BONDS; FIXING CERTAIN TERMS
AND COVENANTS OF THE BONDS; AND PROVIDING FOR
OTHER RELATED MATTERS; PROVIDING FOR SEVERABILITY;
AND ESTABLISHING AN EFFECTIVE DATE.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY ORDAINS AS FOLLOWS:
Section 1. Findings and Determinations. The City takes note of the following
facts and makes the following findings and determinations:
(a) Authority and Description of Project. The City has previously passed
Ordinance No. 1898 designating an urban renewal area and finding that certain blighted
property exists within that area requiring the exercise of community renewal powers
under Chapter 35.81 RCW. The City is in need of funds to carry out those community
renewal powers including, but not limited to, land acquisition, demolition, site
preparation and other related redevelopment powers and costs incidental thereto. The
City Council therefore finds that it is in the best interests of the City to issue the Bonds
to finance the Project.
(b) Plan of Financing. Pursuant to applicable law, including, without limitation,
Chapters 35.37, 35.81, 35A.40, 39.36, 39.44 and 39.46 RCW, the City is authorized to
issue general obligation bonds for the purpose of financing the Project. The total
expected cost of the Project is approximately $6,100,000, which is expected to be made
up of proceeds of the Bonds, loans, grants and other available money of the City.
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(c) Debt Capacity. The maximum amount of indebtedness authorized by this
ordinance is $3,850,000. Based on the following facts, this amount is to be issued
within the amount permitted to be issued by the City for general municipal purposes
without a vote:
(1) The assessed valuation of the taxable property within the City as
ascertained by the last preceding assessment for City purposes for collection in the
calendar year 2014 is $4,756,373,688.
(2) As of November 1, 2014, the City has limited tax general obligation
indebtedness, consisting of bonds, notes, leases and conditional sales contracts
outstanding in the principal amount of $21,307,728, which is incurred within the limit of
up to 1'/2% of the value of the taxable property within the City permitted for general
municipal purposes without a vote.
(3) As of November 1, 2014, the City has no unlimited tax general obligation
indebtedness for general municipal purposes; for City -owned water, artificial light, and
sewers; and for acquiring or developing open space, park facilities, and capital facilities
associated with economic development.
(d) The Bonds. For the purpose of providing the funds necessary to carry out the
Project and to pay the costs of issuance and sale of the Bonds, the City Council finds
that it is in the best interests of the City and its taxpayers to issue and sell the Bonds to
the Purchaser, pursuant to the terms set forth in the Bond Purchase Agreement
consistent with this ordinance.
Section 2. Definitions. As used in this ordinance, the following capitalized terms
shall have the following meanings:
(a) "Authorized Denomination" means $1,000 or any integral multiple thereof within
a maturity.
(b) "Bond" means each bond issued pursuant to and for the purposes provided in
this ordinance.
(c) "Bond Counsel' means the firm of Foster Pepper PLLC, its successor, or any
other attorney or firm of attorneys selected by the City with a nationally recognized
standing as bond counsel in the field of municipal finance.
(d) "2014 Bond Account' means the Limited Tax General Obligation Bond Account,
2014, of the City created for the payment of the principal of and interest on the Bonds.
(e) "Bond Purchase Agreement' means an offer to purchase the Bonds, setting
forth certain terms and conditions of the issuance, sale and delivery of those Bonds,
which offer the designated representative is authorized to accept if consistent with this
ordinance.
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(f) "Bond Register" means the books or records maintained by the Bond Registrar
for the purpose of identifying ownership of each Bond.
(g) "Bond Registrar" means the Fiscal Agent, or any successor bond registrar
selected by the City.
(h) "City' means the City of Tukwila, Washington, a municipal corporation . duly
organized and existing under the laws of the State.
(i) "City Council' means the legislative authority of the City, as duly and regularly
constituted from time to time.
(j) "Code" means the United States Internal Revenue Code of 1986, as amended,
and applicable rules and regulations promulgated thereunder.
(k) "Finance Director" means the Finance Director or such other officer of the City
who succeeds to substantially all of the responsibilities of that office.
(I) "Fiscal Agent" means the fiscal agent of the State, as the same may be
designated by the State from time to time.
(m) "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.
(n) "MSRB" means the Municipal Securities Rulemaking Board.
(o) "Project" means capital expenditures relating to the exercise of community
renewal powers under chapter 35.81 RCW within the urban renewal area designated by
the City in Ordinance No. 1898, including but not limited to land acquisition, demolition,
site preparation and other redevelopment activities, and any incidental costs associated
with the foregoing, all as deemed necessary and advisable by the City Council. The
term "land" includes all real property and all appurtenant improvements, structures and
interests therein.
(p) "Purchaser" means Zions First National Bank of Salt Lake City, Utah.
(q) "Record Date" means the Bond Registrar's close of business on the 15th day of
the month preceding an interest payment date. With respect to redemption of a Bond
prior to its maturity, the Record Date shall mean the Bond Registrar's close of business
on the date on which the Bond Registrar sends the notice of redemption in accordance
with Section 8.
(r) "Registered Owner" means, with respect to a Bond, the person in whose name
that Bond is registered on the Bond Register.
(s) "State" means the State of Washington.
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(t) "System of Registration" means the system of registration for the City's bonds
and other obligations set forth in Ordinance No. 1338 of the City.
(u) "Term Bond" means each Bond designated as a Term Bond and subject to
mandatory redemption in the years and amounts set forth in the Bond Purchase
Agreement.
(v) "Urban Renewal Project Fund' means the Facilities Fund 302 of the City
created for the purpose of carrying out the Project.
Section 3. Authorization and Description of Bonds. The City is authorized to
borrow money on the credit of the City and issue negotiable limited tax general
obligation bonds evidencing indebtedness in the aggregate principal amount of
$3,850,000 to provide funds necessary to carry out the Project and to pay the costs of
issuance and sale of the Bonds. The proceeds of the Bonds allocated to paying the
cost of the Project shall be deposited as set forth in Section 7 of this ordinance and shall
be used to carry out the Project, or a portion of the Project, in such order of time as the
City determines is advisable and practicable.
The Bonds shall be called the City of Tukwila, Washington, Limited Tax General
Obligation Bonds, 2014 (Taxable), and shall be issued in the aggregate principal
amount of $3,850,000. The Bonds shall be dated the Issue Date; shall be issued in
Authorized Denominations; and shall be numbered separately in the manner and with
any additional designation as the Bond Registrar deems necessary for purposes of
identification.
The Bonds are serial and term in form and shall mature on the dates and in the
principal amounts set forth in Exhibit A, which is attached to this ordinance and
incorporated by this reference. The Bonds shall bear interest at the fixed rates per
annum, which shall reset as set forth in Exhibit A, and are payable on the dates set forth
in Exhibit A. Interest on the Bonds will be paid on each June 1 and December 1,
beginning June 1, 2015. Interest will be computed on the basis of a 360 -day year
consisting of twelve 30 -day months.
Section 4. Bond Registrar; Registration and Transfer of Bonds.
(a) Registration of Bonds. Each Bond shall be issued only in registered form as
to both principal and interest and the ownership of each Bond shall be recorded on the
Bond Register. The Bonds will be initially registered in the name of the Purchaser and
will not be registered through a securities depository.
(b) Bond Registrar; Duties. The Fiscal Agent is appointed as initial Bond
Registrar. The Bond Registrar shall keep, or cause to be kept, sufficient books for the
registration and transfer of the Bonds, which shall be open to inspection by the City at
all times. The Bond Registrar is authorized, on behalf of the City, to authenticate and
deliver Bonds transferred or exchanged in accordance with the provisions of the Bonds
and this ordinance, to serve as the City's paying agent for the Bonds and to carry out all
of the Bond Registrar's powers and duties under this ordinance and the System of
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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) Bond Register; Transfer and Exchange. The Bond Register shall contain the
name and mailing address of each Registered Owner and the principal amount and
number of each Bond held by each Registered Owner. A Bond surrendered to the
Bond Registrar may be exchanged for a Bond or Bonds in any Authorized
Denomination of an equal aggregate principal amount and of the same interest rate and
maturity. A Bond may be assigned or transferred only in Authorized Denominations and
only if endorsed in the manner provided thereon and surrendered to the Bond Registrar,
accompanied by the representations of the transferor as set forth thereon. Any such
transfer shall be without cost to the owner or transferee and shall be noted in the Bond
Register. The Bond Registrar shall not be obligated to transfer the Registered
Ownership of a Bond during the 15 days preceding any principal or interest payment
date or any prepayment date.
Section 5. 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 Tukwila, Washington,
Limited Tax General Obligation Bonds, 2014 (Taxable), 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.
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Section 6. Payment of Bonds. Both principal of and interest on each Bond shall
be payable in lawful money of the United States of America. Interest on each Bond 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. Principal of each Bond is
payable upon presentation and surrender of the Bond by the Registered Owner to the
Bond Registrar. The Bonds are not subject to acceleration under any circumstances.
Section 7. Funds and Accounts; Deposit of Proceeds.
(a) 2014 Bond Account. The 2014 Bond Account is created within the City's
general obligation bond repayment fund for the sole purpose of paying principal of and
interest on the Bonds. Bond proceeds in excess of the amounts needed to pay the
costs of the Project and the costs of issuance, if any, shall be deposited into the 2014
Bond Account. All amounts allocated to the payment of the principal of and interest on
the Bonds shall be deposited in the 2014 Bond Account as necessary for the timely
payment of amounts due with respect to the Bonds. The principal of and interest on the
Bonds shall be paid out of the 2014 Bond Account. Until needed for that purpose, the
City may invest money in the 2014 Bond Account temporarily in any legal investment,
and the investment earnings shall be retained in the 2014 Bond Account and used for
the purposes of that fund.
(b) Project Fund. The Project Fund has been previously created as a fund of the
City for the purpose of paying the costs of the Project. Proceeds received from the sale
and delivery of the Bonds shall be deposited into the Project Fund and used to pay the
costs of the Project and costs of issuance of the Bonds. Until needed to pay such
costs, the City may invest those proceeds temporarily in any legal investment, and the
investment earnings shall be retained in the Project Fund and used for the purposes of
that fund, except that earnings subject to a federal tax or rebate requirement (if
applicable) may be withdrawn from the Project Fund and used for those tax or rebate
purposes.
Section 8. Redemption and Purchase of Bonds.
(a) Optional Redemption and Notice. The Bonds maturing on or after
December 1, 2019 shall be subject to redemption at the option of the City as set forth in
Exhibit A at any time upon written notice to the Registered Owner or Owners of the
Bonds to be redeemed, given at least 30 days prior to the date set for redemption.
(b) Mandatory Redemption. The Term Bond maturing in 2034 shall be redeemed
in annual installments of principal, plus accrued interest, on the dates and in the
amounts as set forth in Exhibit A. If the City opts to redeem any portion of the principal
amount of the Term Bond under the optional redemption provisions of subsection (a),
above, such optional redemption shall be credited against one or more scheduled
mandatory redemption installments for that Term Bond in the manner determined by the
City. The City shall notify the Bond Registrar in writing of its allocation of such credit
prior to the next principal installment payment date.
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(c) Selection of Bonds for Redemption; Partial Redemption. If fewer than all of
the outstanding Bonds are to be redeemed under the optional redemption provisions in
subsection (a), above, the City shall select the maturities to be redeemed. All or a
portion of the principal amount of any Bond that is to be redeemed may be redeemed in
any Authorized Denomination. If less than all of the outstanding principal amount of any
Bond is redeemed, upon surrender of that Bond to the Bond Registrar, there shall be
issued to the Registered Owner, without charge, a new Bond (or Bonds, at the option of
the Registered Owner) of the same maturity and interest rate in any Authorized
Denomination in the aggregate principal amount to remain outstanding.
Section 9. Failure To Pay Bonds. If the principal of any Bond is not paid when
the Bond is properly presented at its maturity or date fixed for redemption, 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
2014 Bond Account, 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 10. Pledge of Taxes. The Bonds constitute a general indebtedness of
the City and are payable from tax revenues of the City and such other money as is
lawfully available and pledged by the City for the payment of principal of and interest on
the Bonds. For as long as any of the Bonds are outstanding, the City irrevocably
pledges that it shall, in the manner provided by law within the constitutional and
statutory limitations provided by law without the assent of the voters, include in its
annual property tax levy amounts sufficient, together with other money that is lawfully
available, to pay principal of and interest on the Bonds as the same become due. The
full faith, credit and resources of the City are pledged irrevocably for the prompt
payment of the principal of and interest on the Bonds and such pledge shall be
enforceable in mandamus against the City.
Section 11. Sale and Delivery of the Bonds.
(a) Approval of Bond Purchase Agreement; Delivery of Bonds. The Finance
Director is appointed as the City's designated representative authorized to accept an
offer to purchase the Bonds pursuant to the terms of a written Bond Purchase
Agreement, to be presented to the City by the Purchaser if such agreement is
consistent with the terms described herein, and with such additional terms and
covenants as she deems advisable.
(b) Preparation, Execution and Delivery of the Bonds. The Bonds will be
prepared at City expense and will be delivered to the Purchaser in accordance with the
Bond Purchase Agreement, together with the approving legal opinion of Bond Counsel
regarding the Bonds.
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Section 12. Financial Reporting Requirements. The City agrees to provide to
the Purchaser:
(i) via the Electronic Municipal Market Access ( "EMMA ") system of the
Municipal Securities Rulemaking Board (the "MSRB "), its annual financial
statements by September 30 of each year prepared (except as noted in the
financial statements) in accordance with applicable generally accepted
accounting principles applicable to local governmental units of the State of
Washington such as the City, as such principles may be changed from time to
time, which statements may be unaudited, provided, that if and when audited
financial statements are prepared and available they will be provided; and
(ii) directly to the Purchaser, such additional financial information as the
Purchaser may reasonably request.
Notwithstanding the foregoing, the City and Purchaser agree and acknowledge that
this paragraph does not and is not intended to constitute an "undertaking" to provide
continuing disclosure under Rule 15c -2(12) of the United States Securities and
Exchange Commission, and the Issuer makes no representation regarding its prior
compliance with any such undertaking that it may have entered into with respect to its
outstanding bonds and obligations.
Section 13. General Authorization and Ratification. The appropriate officers of
the City are severally authorized to take such actions and to execute such documents
as in their judgment may be necessary or desirable to carry out the transactions
contemplated in connection with this ordinance, and to do everything necessary for the
prompt delivery of the Bonds to the Purchaser and for the proper application, use and
investment of the proceeds of the Bonds. All actions taken prior to the effective date of
this ordinance in furtherance of the purposes described in this ordinance and not
inconsistent with the terms of this ordinance are ratified and confirmed in all respects.
Section 14. Corrections by City Clerk or Code Reviser. Upon approval of the
City Attorney, the City Clerk and the code reviser are authorized to make necessary
corrections to this ordinance, including the correction of clerical errors; references to
other local, state or federal laws, codes, rules, or regulations; or ordinance numbering
and section /subsection numbering.
Section 15. Severability. The provisions of this ordinance are declared to be
separate and severable. If a court of competent jurisdiction, all appeals having been
exhausted or all appeal periods having run, finds any provision of this ordinance to be
invalid or unenforceable as to any person or circumstance, such offending provision
shall, if feasible, be deemed to be modified to be within the limits of enforceability or
validity. However, if the offending provision cannot be so modified, it shall be null and
void with respect to the particular person or circumstance, and all other provisions of
this ordinance in all other respects, and the offending provision with respect to all other
persons and all other circumstances, shall remain valid and enforceable.
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Section 16. 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 day of , 2014.
ATTEST /AUTHENTICATED:
Christy O'Flaherty, MMC, City Clerk
APPROVED AS TO FORM BY:
&&'/G/'/'
Bond Counsel
Jim Haggerton, Mayor
Filed with the City Clerk:
Passed by the City Council:
Published:
Effective Date:
Ordinance Number:
Attachment: Exhibit A, Description of the Bonds
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Exhibit A
EXHIBIT A
DESCRIPTION OF THE BONDS
Principal Amount:
Purchase Price:
Interest Payment Dates:
Maturity and Interest Rates:
Maturity
(Dec 1)
2015
2016
2017
2018
2019
2020
$3,850,000
$3,850,000 (par amount of the Bonds)
June 1 and December 1, commencing June 1, 2015.
The Bonds shall mature on the dates and bear interest at
the initial rates (computed on the basis of a 360 -day year of
twelve .30 -day months), as follows:
City of Tukwila, Washington
Limited Tax General Obligation Bonds, 2014 (Taxable)
Principal
Amount
$141,000
149,000
150,000
153,000
156,000
160,000
Interest
Rate
0.85%
1.17
1.60
2.17
2.67
3.26
Maturity
(Dec 1)
2021
2022
2023
2024
Principal
Amount
$ 165,000
172,000
179,000
187,000
2034 2,238,000
Interest
Rate
3.93%
4.32
4.63
4.86
2.85(1)
(1) Commencing January 1, 2019, interest on those Bonds maturing December 1, 2034, will
be adjusted to the 5 -year Advance Fixed Bullet Rate, as quoted by the Seattle Federal
Loan Bank from time to time, divided by 0.65, which will remain in effect through and
including December 31, 2024. Commencing January 1, 2025, interest on those Bonds
maturing December 1, 2034, will be adjusted to the 5 -year Advance Fixed Bullet Rate, as
quoted by the Seattle Federal Loan Bank from time to time, divided by 0.65, which will
remain in effect through and including December 31, 2029. Commencing January 1, 2030,
interest on those Bonds maturing December 1, 2034, will be adjusted to the 5 -year
Advance Fixed Bullet Rate, as quoted by the Seattle Federal Loan Bank from time to time,
divided by 0.65, which will remain in effect through and including December 1, 2034.
(e) Optional Redemption:
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The Bonds maturing on and after December 1, 2020, are
subject to redemption in whole or in part on or after
December 1, 2019, without penalty at any time, upon 30 days
written notice to the Registered Owner(s) of the Bond(s) to be
redeemed.
A -1
(f) Mandatory Redemption: The Bond due on December 1, 2034 will be paid in annual
principal installments, plus accrued interest, on December 1
in the years and amounts as follows:
Term Bonds Maturing 2034
Mandatory Mandatory
Redemption Redemption
Years Amounts
2025 $197,000
2026 202,000
2027 208,000
2028 214,000
2029 220,000
2030 226,000
2031 233,000
2032 239,000
2033 246,000
2034* 253,000
*Maturity.
A -2 169
CERTIFICATION
1, the undersigned, City Clerk of the City of Tukwila, Washington (the "City "), hereby
certify as follows:
1. The attached copy of Ordinance No. (the "Ordinance ") is a full, true and
correct copy of an ordinance duly passed at a regular meeting of the City Council of the
City held at the regular meeting place thereof on December 1, 2014, 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 December 4, 2014.
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: December 1, 2014.
Zions Bank
170
CITY OF TUKWILA, WASHINGTON
Christy O'Flaherty, MMC, City Clerk
City of Tukwila
Washington
bank of the west
Ordinance No.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, RELATING TO CONTRACTING
INDEBTEDNESS; AUTHORIZING THE ISSUANCE OF THE CITY'S
NOT TO EXCEED $2,250,000 PRINCIPAL AMOUNT LIMITED TAX
GENERAL OBLIGATION BOND ANTICIPATION NOTE, 2014
(TAXABLE NON - REVOLVING LINE OF CREDIT), TO PROVIDE
INTERIM FINANCING TO CARRY OUT LAND ACQUISITION AND
CAPITAL COSTS OF REDEVELOPMENT ACTIVITIES WITHIN THE
CITY'S URBAN RENEWAL AREA, AND PAY THE COSTS OF
ISSUANCE AND SALE OF THE NOTE; FIXING THE DATE, FORM,
MATURITY, INTEREST RATE, TERMS AND COVENANTS OF THE
NOTE; APPROVING THE SALE AND DELIVERY OF THE NOTE TO
THE BANK IDENTIFIED HEREIN; PROVIDING FOR SEVERABILITY;
AND ESTABLISHING AN EFFECTIVE DATE.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY ORDAINS AS FOLLOWS:
Section 1. Findings and Determinations. The City takes note of the following
facts and makes the findings and determinations set forth below. Capitalized terms
have the meanings given in Section 2.
A. Authority and Description of Project. The City has previously passed
Ordinance No. 1898 designating an urban renewal area and finding that certain blighted
property exists within that area requiring the exercise of community renewal powers
under Chapter 35.81 RCW. The City is in need of funds to carry out those community
renewal powers including, but not limited to, land acquisition, demolition, site
preparation and other related redevelopment powers and costs incidental thereto. The
City Council therefore finds that it is in the best interests of the City to issue the Note
and the Bonds to finance the Project.
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B. Plan of Financing. Pursuant to applicable law, including, without limitation,
Chapters 35.37, 35.81, 35A.40, 39.36, 39.44 and 39.46 RCW, the City is authorized to
issue general obligation bonds for the purpose of financing the Project. The total
expected cost of the Project is approximately $6,100,000, which is expected to be made
up of proceeds of the Bonds authorized herein, additional limited tax general obligation
bonds, and such other loans, grants and other money of the City as may be available.
Pending the issuance of the Bonds authorized herein and obtaining other available
sources of funds, the City is in need of interim financing in the form of the Note
authorized herein.
C. Debt Capacity. The maximum amount of indebtedness authorized by this
ordinance is $2,250,000. Based on the following facts, this amount . is to be issued
within the amount permitted to be issued by the City for general municipal purposes
without a vote:
1. The assessed valuation of the taxable property within the City as
ascertained by the last preceding assessment for City purposes for collection in the
calendar year 2014 is $4,756,373,688.
2. As of November 1, 2014, the City has limited tax general obligation
indebtedness, consisting of bonds, notes, leases and conditional sales contracts
outstanding in the principal amount of $21,307,728, which is incurred within the limit of
up to 1'A2% of the value of the taxable property within the City permitted for general
municipal purposes without a vote.
3. As of November 1, 2014, the City has no unlimited tax general obligation
indebtedness for general municipal purposes; for City -owned water, artificial Tight, and
sewers; and for acquiring or developing open space, park facilities, and capital facilities
associated with economic development.
Section 2. Definitions. As used in this ordinance, the following capitalized terms
have the following meanings:
A. "Authorized lncremenf' means $100,000 or any greater amount.
B. "Authorized Office!" means the Finance Director.
C. "Bank" means Bank of the West, a California banking corporation organized
under the laws of the State of California.
D. "Bonds" means the limited tax general obligation bonds to be issued pursuant
to Section 3.A of this ordinance.
E. "Business Day' means any day except a Saturday, Sunday, or other day, as
determined by the Bank, on which commercial banks are authorized or required by law
to close.
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F. "City' means the City of Tukwila, Washington, a municipal corporation duly
organized and existing under the laws of the State of Washington.
G. "City Council' means the legislative authority of the City, as duly and regularly
constituted from time to time.
H. "Date of Delivery' means the date of the delivery of the Note to the Bank.
I. "Dray✓' means each incremental draw upon the Note in an Authorized
Increment.
J. "Draw Request" means a request for a Draw submitted to the Bank by the
person authorized in Section 4 to make Draws on behalf of the City, in a form attached
to the Line of Credit Agreement.
K. "Event of Default" means an event described as an event of default under the
Line of Credit Agreement.
L. "Fixed Rate" means the higher of (1) the Federal Funds Rate then in effect plus
0.5 %, or (2) Bank's prevailing Prime Rate then in effect.
M. "Interest Rate" means, at the option of the City as designated at the time of
making each Draw on each Draw Request, either (1) a Fixed Rate, or (2) a Variable
Rate.
N. "LIBOR" means the rate per annum (rounded upward, if necessary, to the
nearest 1/1000 of 1 %) determined pursuant to the following formula: LIBOR equals
Base LIBOR divided by (100% minus the LIBOR Reserve Percentage). For such
purposes, (1) "Base LIBOR" means the rate per annum for United States dollar deposits
quoted by the Bank as the Inter -Bank Market Offered Rate, with the understanding that
such rate is quoted by the Bank for the purpose of calculating effective rates of interest
for loans making reference thereto, on the first day of a Variable Rate Term for delivery
of funds on said date for a period of time approximately equal to the number of days in
such Variable Rate Term and in an amount approximately equal to the principal amount
to which such Variable Rate Term applies. The City understands and agrees that the
Bank may base its quotation of the Inter -Bank Market Offered Rate upon such offers or
other market indicators of the Inter -Bank Market as the Bank in its discretion deems
appropriate including, but not limited to, the rate offered for U.S. dollar deposits on the
London Inter -Bank Market; and (2) "LIBOR Reserve Percentage" means any reserve
percentage, as may be prescribed by the Board of Governors of the Federal Reserve
System (or any successor) for "Eurocurrency Liabilities" (as defined in Regulation D of
the Federal Reserve Board, as amended), adjusted by the Bank for expected changes
in such reserve percentage during the applicable Variable Rate Term.
O. "Line of Credit Agreement' means a written agreement between the City and
the Bank setting forth certain terms and conditions of the issuance, sale and delivery of
the Note, and the terms of the line of credit evidenced thereby.
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P. "Maturity Date" means December 1, 2017, which date shall be extended to
December 1, 2018 in accordance with Section 5.
Q. "Note" means the "City of Tukwila, Washington Limited Tax General Obligation
Bond Anticipation Note, 2014 (Taxable Non - Revolving Line of Credit)" authorized by this
ordinance.
R. "Note Repayment Account' means the Limited Tax General Obligation Bond
Anticipation Note Repayment Account, 2014, of the City created for the payment of the
principal of and interest on the Note.
S. "Note Register" means the registration records for the Note maintained by the
Note Registrar.
T. "Note Registrar" means the City Finance Director, whose duties include
registering and authenticating the Note, maintaining the Note Register, transferring
ownership of the Note, and paying the principal of and interest on the Note.
U. "Project" means capital expenditures relating to the exercise of community
renewal powers under Chapter 35.81 RCW within the urban renewal area designated
by the City in Ordinance No. 1898 including, but not limited to, land acquisition,
demolition, site preparation and other redevelopment activities, and any incidental costs
associated with the foregoing, all as deemed necessary and advisable by the City
Council. The term "land" includes all real property and all appurtenant improvements,
structures and interests therein.
V. "Record Date" means the Note Registrar's close of business on the 15th day of
the month preceding an interest payment date. With respect to redemption of a Note
prior to its maturity, the Record Date shall mean the Note Registrar's close of business
on the date on which the Note Registrar provides notice of prepayment.
W. "Registered Owner" means the person in whose name the Note is registered on
the Note Register.
X. "System of Registration" means the system of registration for the City's bonds
and other obligations set forth in Ordinance No. 1338 of the City.
Y. "Urban Renewal Project Fund' means the Facilities Fund 302 of the City
designated for the purpose of carrying out the Project.
Z. "Variable Rate" means a rate per annum that is fixed for a one, three or six
month period, as designated by the City in connection with any Variable Rate Draw,
based on 100% of LIBOR at the start of each period, plus 1.0 %. No LIBOR period
designated by the City may extend beyond the Maturity Date.
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AA. "Variable Rate Period' means a one, three or six month period with respect to a
Draw which is to bear interest at a Variable Rate, to commence on a Business Day and
continue for one, three or six months, as applicable, during which the entire outstanding
principal balance of such Draw shall bear interest determined in relation to LIBOR as
adjusted as provided herein. If any Variable Rate Period would end on a day which is
not a Business Day, then such Variable Rate Period shall be extended, if necessary, to
the next day that is followed by a Business Day, and further provided that, if on the first
day of the last Variable Rate Period applicable hereto the remaining term of this Note is
less than one month, said Variable Rate Period shall be in effect only until the
scheduled maturity date thereof.
Section 3. Authorization of Indebtedness.
A. The 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
amount of not to exceed $2,250,000 for general City purposes to provide the funds for
the Project and to pay the costs of issuance and sale of the Bonds. The general
indebtedness to be incurred shall be within the limit of up to 11/2% of the value of the
taxable property within the City permitted for general municipal purposes without a vote
of the qualified voters therein.
B. The Note. Pending the issuance of the Bonds and the resale of the
redeveloped properties, the City is authorized to issue the Note in the principal amount
not to exceed $2,250,000 for the Project. The Note shall be designated the Limited Tax
General Obligation Bond Anticipation Note, 2014 (Taxable Non - Revolving Line of
Credit) of the City. It shall be issued in registered form, numbered R -1, dated its date of
delivery to the Bank and mature on the Maturity Date. The aggregate amount of Draws
on the Note shall not exceed $2,250,000. The Note shall not be a revolving facility;
amounts that are drawn under the Note and repaid may not be drawn again.
Section 4. Terms of the Note.
A. Principal; Designation of Officer to Make Draws on Note. The City Council
determines that it is in the best interest of the City that the Finance Director (or her
designee) be authorized to make Draws on the Note in such Authorized Increments and
at such times, and bearing interest at the Interest Rates, as she may in her discretion
determine are necessary or convenient to carrying out the Project. A Draw Request
may be made on any Business Day and will be funded on the same Business Day if
received by the Bank prior to the time set forth in the Line of Credit Agreement.
Principal of the Note is due in full on the Maturity Date, subject to the provisions of
Section 5. Principal may be prepaid prior to the Maturity Date as set forth in Section 6.
B. Interest. Each Draw shall bear interest at the Interest Rate selected by the
City from the Date of each Draw, which shall be computed on the basis of a year of 360
days for the actual number of days elapsed. The City Finance Director shall designate
the Fixed Rate or the applicable Variable Rate Period with respect to each Draw in the
Draw Request. So long as no Event of Default has occurred and is continuing, interest
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shall accrue on each Draw at the applicable Interest Rate. Upon the occurrence of an
Event of Default and until such default is cured, the Bank may, at its option, impose the
Default Rate.
Interest on the outstanding principal amount of the Note will be paid quarterly,
beginning April 1, 2015, and each April 1, June 1, September 1 and December 1
thereafter, to and including the Maturity Date. If the first day of a calendar month is not
a Business Day, the payment shall be due on the next succeeding Business Day.
The City may elect to convert any Fixed Rate Draw to a Variable Rate as set forth
in the Line of Credit Agreement, and may convert any Variable Rate Draw to a different
Variable Rate Period or to a Fixed Rate at the expiration of any Variable Rate Period.
Unless the City affirmatively elects a new Variable Rate Period in writing received by the
Bank on or before 2:00 p.m. (Pacific Time) on the last Business Day of a Variable Rate
Period for a specific Draw, the Interest Rate for such Draw shall be renewed for a
successive Variable Rate Period of the same length as the expiring Variable Rate
Period. Notwithstanding the foregoing, the Finance Director may consent to different
terms in the Line of Credit Agreement regarding the Variable Rate Periods and indices
available and regarding conversion of interest rate modes, if she deems the terms in the
Line of Credit Agreement to be in the City's best interests.
C. Commitment Fee. The City agrees to pay a commitment fee of 0.50% on the
average daily balance of the unused portion of the commitment amount (Le., the
maximum stated amount of the Note, less the sum of all Draws) calculated on the basis
of a 360 -day year and the actual days elapsed. The commitment fee shall be payable
quarterly in arrears on each interest payment date, commencing on April 1, 2015.
D. Finding. The City Council finds and determines that the rate or rates of
interest, the standards for the indices for the variable interest rates, and the commitment
fee described in this ordinance are in the best interest of the City.
Section 5. Term Out Provision. If, on the Maturity Date, the City is unable to pay
the principal of or interest on the Note then due and payable in full and no Event of
Default has occurred and is continuing, the Maturity Date shall be extended for a term of
one year, to December 1, 2018. This period shall be referred to as the "Term Out
Period." Interest on the outstanding principal amount shall accrue from and after
December 1, 2017 at a rate equal to the Fixed Rate plus 2.0 %, calculated on the basis
of a year of 360 days for the actual number of days elapsed. Interest and Principal shall
be due and payable in four approximately equal quarterly installments, on April 1, 2018,
June 1, 2018, September 1, 2018 and December 1, 2018. The maximum term of the
Note issued under this ordinance shall not be extended beyond December 1, 2018
without written approval by the Bank accepted by the City Council.
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Section 6. Prepayment. The City reserves the right to prepay all or a portion of
the outstanding principal of the Note in advance of the Maturity Date at any time with no
prepayment penalty. If on the date selected for prepayment, a Variable Rate Period is
in effect with respect to a Draw that is to be prepaid, the City agrees to pay the Bank's
breakage cost, as set forth in the Line of Credit Agreement.
Section 7. Note Repayment Account. The Note Account is hereby created within
the City's general obligation bond repayment fund, and is designated as the Limited Tax
General Obligation Bond Anticipation Note Account, 2014. The Note Account may be
drawn upon solely to pay the principal of and interest on the Note and to pay any other
amounts due and owing to the Bank with respect to the Note. Principal of and interest
on the Note, and commitment fees when due, shall be payable in lawful money of the
United States of America by check, warrant, wire transfer or automatic clearinghouse
funds, to the Registered Owner of the Note on the applicable Record Date.
Section 8. Security for the Note; Pledge of Taxes. The Note constitutes a
general indebtedness of the City and is payable from tax revenues of the City and such
other money as is lawfully available and pledged by the City for the payment of principal
of and interest on the Note. The City irrevocably pledges to redeem the Note on or
before its stated maturity from the proceeds of the Bonds, from the proceeds of
additional short term obligations or from other money of the City legally available for
such purpose. For as long as the Note is outstanding, the City irrevocably pledges that
it shall, in the manner provided by law within the constitutional and statutory limitations
provided by law without the assent of the voters, include in its annual property tax levy
amounts sufficient, together with proceeds of the Bonds, other short term obligation
proceeds and other money that is lawfully available, to pay principal of and interest on
the Note as the same become due. The full faith, credit and resources of the City are
pledged irrevocably for the prompt payment of the principal of and interest on the Note
and such pledge shall be enforceable in mandamus against the City.
Section 9. Form and Execution of the Note.
A. Form of the Note; Signatures and Seal. The Note shall be prepared in a
form consistent with the provisions of this ordinance and Washington law. The Note
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 the Note ceases to be an officer of the City authorized to sign
Notes before the Note bearing his or her manual or facsimile signature is authenticated
by the Note Registrar, or issued or delivered by the City, the Note 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 Notes. The Note also may be signed on behalf of the City by
any person who, on the actual date of signing of the Note, is an officer of the City
authorized to sign Notes, although he or she did not hold the required office on its Date
of Delivery.
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B. Authentication. Only if the Note bears a Certificate of Authentication in
substantially the following form, manually signed by the Note Registrar, shall it be valid
or obligatory for any purpose or entitled to the benefits of this ordinance: "Certificate of
Authentication. This Note is the fully registered City of Tukwila, Washington, Limited
Tax General Obligation Bond Anticipation Note, 2014 (Taxable Non - Revolving Line of
Credit)." The authorized signing of the Certificate of Authentication shall be conclusive
evidence that the Note so authenticated has been duly executed, authenticated and
delivered and is entitled to the benefits of this ordinance.
Section 10. Registration and Transfer. The Note shall be issued only in
registered form as to both principal and interest and the ownership of the Note shall be
recorded on the Note Register. The Finance Director of the City shall serve as the Note
Registrar and shall keep, or cause to be kept, at her office in Tukwila, Washington,
sufficient books for the registration of the Note, which shall contain the name and
mailing address of the Registered Owner. The Note Registrar is authorized, on behalf
of the City, to authenticate and deliver the Note in accordance with the provisions of the
Note and this ordinance and to serve as the City's paying agent for the Note and to
carry out all of the Note Registrar's powers and duties under this ordinance and the
System of Registration. The Note may be assigned or transferred only in whole and
only if endorsed in the manner provided thereon and surrendered to the Note Registrar,
subject to the Bank's representations in a certificate to be provided on the Date of
Delivery. Any such transfer shall be without cost to the owner or transferee and shall be
noted in the Note Register. The Note may only be assigned by the Bank to another
qualified investor satisfying the requirements set forth in the certificate to be signed by
the Bank on the Date of Delivery and as set forth on the Note. Upon the final payment
of principal of and interest on the Note, the Registered Owner shall surrender the Note
to the City for destruction or cancellation in accordance with law.
Section 11. Sale of the Note. The City Council has determined that the sale of
the Note to the Bank, under the terms and conditions of this ordinance and the Line of
Credit Agreement, is in the best interests of the City and is hereby approved and
confirmed. Upon delivery of the Note to the Bank, the City shall pay to the Bank a fee of
$10,000 for its attorneys' fees and shall pay the other costs of issuance.
Section 12. Reporting Requirements. While the Note is outstanding, the City
shall provide to the Bank a copy of or internet Zink to its annual financial statements
within 270 days after the close of each fiscal year (with a copy of the audited financial
statements to follow, if and when available). It shall also provide to the Bank a copy of
or internet link to its biennial adopted budget within 60 days after adoption.
Section 13. Governing Law. This ordinance, the Note and the Line of Credit
Agreement shall be governed and interpreted according to the laws of Washington.
Nothing in this paragraph shall be construed to limit or otherwise affect any rights or
remedies of the Bank under federal law.
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Section 14. General Authorization and Ratification. The 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 Notes to the Bank and for the proper application, use and
investment of the proceeds of the Notes. All actions taken prior to the effective date of
this ordinance in furtherance of the purposes described in this ordinance and not
inconsistent with the terms of this ordinance are ratified and confirmed in all respects.
Section 15. Corrections by City Clerk or Code Reviser. Upon approval of the
City Attorney, the City Clerk and the code reviser are authorized to make necessary
corrections to this ordinance, including the correction of clerical errors; references to
other local, state or federal laws, codes, rules, or regulations; or ordinance numbering
and section /subsection numbering.
Section 16. Severability. The provisions of this ordinance are declared to be
separate and severable. If a court of competent jurisdiction, all appeals having been
exhausted or all appeal periods having run, finds any provision of this ordinance to be
invalid or unenforceable as to any person or circumstance, such offending provision
shall, if feasible, be deemed to be modified to be within the limits of enforceability or
validity. However, if the offending provision cannot be so modified, it shall be null and
void with respect to the particular person or circumstance, and all other provisions of
this ordinance in all other respects, and the offending provision with respect to all other
persons and all other circumstances, shall remain valid and enforceable.
Section 17. 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 day of , 2014.
ATTEST /AUTHENTICATED:
Christy O'Flaherty, MMC, City Clerk
APPROVED AS TO FORM BY:
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FoserN
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unsel
Jim Haggerton, Mayor
Filed with the City Clerk:
Passed by the City Council:
Published:
Effective Date:
Ordinance Number:
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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. (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 December 1, 2014, 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 December 4, 2014.
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: December 1, 2014.
Bank of the West
180
CITY OF TUKWILA, WASHINGTON
Christy O'Flaherty, MMC, City Clerk