HomeMy WebLinkAboutOrd 2514 - $36,500,000 Unlimited Tax General Obligation Bonds - Public Safety PlanAN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, AUTHORIZING THE ISSUANCE OF
UNLIMITED TAX GENERAL OBLIGATION BONDS OF THE CITY IN
THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$36,500,000, TO FINANCE COSTS RELATED TO ITS PUBLIC
SAFETY PLAN AND PAYING COSTS OF ISSUING THE BONDS;
PROVIDING THE FORM, TERMS AND COVENANTS OF THE
BONDS; PROVIDING FOR THE DISPOSITION OF THE PROCEEDS
OF THE SALE OF THE BONDS; DELEGATING AUTHORITY TO
APPROVE THE METHOD OF SALE AND THE FINAL TERMS OF
THE BONDS; AND PROVIDING FOR OTHER MATTERS
RELATING THERETO; PROVIDING FOR SEVERABILITY; AND
ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, at an election held in the City of Tukwila, Washington (the "City ") on
November 8, 2016, the City submitted the question to the qualified electors of the City
of whether the City shall issue unlimited tax general obligation bonds in the aggregate
principal amount of not to exceed $77,385,000 (the "Bond Authorization ") to provide the
funds necessary to implement its Public Safety Plan, which includes replacing three fire
stations, financing critical items such as fire trucks and other life /safety equipment as
necessary, and constructing a justice center to hold the Tukwila Police Department and
Municipal Court, as identified in Ordinance No. 2509 (the "Election Ordinance ") passed
by the City Council on August 1, 2016 (collectively, the "Project "); and
WHEREAS, the number and proportion of the qualified electors of the City required
by law for the adoption thereof voted in favor of the Bond Authorization and the election
results are expected to be certified by King County Elections, as ex officio supervisor of
elections in King County, Washington, on or around November 29, 2016; and
WHEREAS, it is deemed necessary and advisable that the City authorize the
issuance of the first series of such unlimited tax general obligation bonds (the "Bonds ")
to provide part of the funds necessary to finance the Project and to pay costs of
issuance for the Bonds; and
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WHEREAS, this Council wishes to delegate authority to the Finance Director, or his
or her designee (the "Designated Representative"), for a limited time, to approve the
method of sale and the interest rates, maturity dates, redemption terms and principal
maturities for the bonds within the parameters set by this ordinance; and
WHEREAS, the Bonds shall be sold by negotiated or competitive public sale as set
forth herein;
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY ORDAINS AS FOLLOWS:
Section 1. Definitions. As used in this ordinance, the following words and terms
shall have the following meanings, unless the context or use indicates another or
different meaning or intent. Unless the context indicates otherwise, words importing the
singular number shall include the plural number and vice versa.
Beneficial Owner means any person that has or shares the power, directly or
indirectly, to make investment decisions concerning ownership of any Bonds (including
persons holding Bonds through nominees, depositories or other intermediaries).
Bond Authorization means the unlimited tax general obligation bonds in the
aggregate principal amount of $77,385,000 authorized by the Election Ordinance and
approved by the requisite number of voters of the City at a special election held on
November 8, 2016 for the purpose of providing the funds necessary to carry out the
Project and to pay the costs of issuance of such bonds.
Bond Counsel means Pacifica Law Group LLP or an attorney at law or a firm of
attorneys, selected by the City, of nationally recognized standing in matters pertaining to
the tax exempt nature of interest on bonds issued by states and their political
subdivisions.
Bond Purchase Contract means the contract, if any, for the purchase of any
Bonds sold by negotiated sale to the Underwriter, executed pursuant to Section 12.
Bond Register means the registration books showing the name, address and tax
identification number of each Registered Owner of the Bonds, maintained pursuant to
Section 149(a) of the Code.
Bond Registrar means, initially, the fiscal agent of the State, for the purposes of
registering and authenticating the Bonds, maintaining the Bond Register, effecting
transfer of ownership of the Bonds and paying interest on and principal of the Bonds.
Bonds mean the City's Unlimited Tax General Obligation Bonds, 20XX, or other
such series designation as approved by the Designated Representative, authorized to
be issued pursuant to the terms of this ordinance.
Certificate of Award means the certificate, if any, for the purchase of any Bonds
sold by competitive sale awarding the Bonds to the initial purchaser as set forth in
Section 12 of this ordinance.
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City means the City of Tukwila, a municipal corporation duly organized and existing
under the laws of the State.
City Clerk means the duly appointed and acting City Clerk of the City or the
successor to the duties of that office.
City Administrator means the duly appointed and acting City Administrator,
including anyone acting in such capacity for the position, or the successor to the duties
of that office.
Closing means the date of delivery of the Bonds to the Underwriter.
Code means the Internal Revenue Code of 1986 as in effect on the date of
issuance of the Bonds or (except as otherwise referenced herein) as it may be
amended to apply to obligations issued on the date of issuance of the Bonds, together
with applicable proposed, temporary and final regulations promulgated, and applicable
official public guidance published, under the Code.
Commission means the United States Securities and Exchange Commission.
Continuing Disclosure Certificate means the written undertaking for the benefit of
the owners and Beneficial Owners of the Bonds as required by Section (b)(5) of the
Rule.
Council or City Council means the Tukwila City Council, as the general legislative
body of the City as the same is duly and regularly constituted from time to time.
Debt Service Fund means the fund or account created pursuant to this ordinance
for the purpose of paying debt service on the Bonds.
Designated Representative means the Finance Director, or his or her designee.
DTC means The Depository Trust Company, New York, New York, a limited
purpose trust company organized under the laws of the State of New York, as
depository for the Bonds pursuant to Section 4 of this ordinance.
Election Ordinance means Ordinance No. 2509 passed by the Council on August
1, 2016.
Fair Market Value means the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, arm's length transaction (determined as
of the date the contract to purchase or sell the investment becomes binding) if the
investment is traded on an established securities market (within the meaning of Section
1273 of the Code) and, otherwise, the term "Fair Market Value" means the acquisition
price in a bona fide arm's length transaction (as referenced above) if: (i) the investment
is a certificate of deposit that is acquired in accordance with applicable regulations
under the Code; (ii) the investment is an agreement with specifically negotiated
withdrawal or reinvestment provisions and a specifically negotiated interest rate (for
example, a guaranteed investment contract, a forward supply contract or other
investment agreement) that is acquired in accordance with applicable regulations under
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the Code; (iii) the investment is a United States Treasury Security--State and Local
Government Series that is acquired in accordance with applicable regulations of the
United States Bureau of Public Debt; or (iv) any commingled investment fund in which
the City and related parties do not own more than a 10% beneficial interest therein if the
return paid by the fund is without regard to the source of the investment. To the extent
required by the applicable regulations under the Code, the term "investment" shall
include a hedge.
Federal Tax Certificate means the certificate executed by the Designated
Representative setting forth the requirements of the Code for maintaining the tax
exemption of interest on the Bonds, and attachments thereto.
Finance Director means the duly appointed and acting Finance Director of the City
or the successor to such officer.
Government Obligations means those obligations now or hereafter defined as
such in chapter 39.53 RCW, as this chapter may be hereafter amended or restated.
Letter of Representations means the Blanket Issuer Letter of Representations
given by the City to DTC, as amended from time to time.
Mayor or City Mayor means the elected Mayor of the City or the successor to the
duties of that office.
MSRB means the Municipal Securities Rulemaking Board or any successors to its
functions.
Official Statement means the disclosure documents prepared and delivered in
connection with the issuance of the Bonds.
Project means the capital projects described in Section 2 of this ordinance.
Project Fund means the account created pursuant to Section 8 of this ordinance.
Record Date means the close of business for the Bond Registrar 15 days
preceding any interest and/or principal payment or redemption date.
Registered Owner means the person named as the registered owner of a Bond in
the Bond Register. For so long as the Bonds are held in book-entry only form, DTC or
its nominee shall be deemed to be the sole Registered Owner.
Rule means the Commission's Rule 15c2-12 under the Securities Exchange Act of
1934, as the same may be amended from time to time.
Sale Document means the Bond Purchase Contract or Certificate of Award, if any,
executed by the Designated Representative in connection with the sale of the Bonds
pursuant to Section 12 of this ordinance, which shall provide for the name, principal and
interest payment dates and amounts, redemption/prepayment rights, and other terms to
describe such Bonds as determined to be necessary by the Designated Representative.
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State means the State of Washington.
Underwriter means any underwriter, in the case of a negotiated sale, or initial
purchaser, in the case of a competitive sale, of the Bonds selected pursuant to Section
12.
Section 2. Authorization of the Project. The Bonds are being issued to finance
and/or reimburse the City for costs related to implementing its Public Safety Plan, which
includes, but is not limited to: (a) replacing three fire stations, (b) financing critical items
such as fire trucks and other life/safety equipment as necessary, and (c) constructing a
justice center to hold the Tukwila Police Department and Municipal Court, as authorized
and further described in the Election Ordinance, which description is incorporated
herein by this reference (the "Project"), and to pay costs of issuance for the Bonds.
Section 3. Authorization of Bonds and Bond Details. For the purpose of paying
and/or reimbursing the City for costs of the Project and paying costs of issuance of the
Bonds as authorized by the Election Ordinance and by the qualified electors of the City
at a special election held on November 8, 2016, the City is hereby authorized to issue
and sell unlimited tax general obligation bonds in an aggregate principal amount of not
to exceed $36,500,000 (the "Bonds"). Notwithstanding anything in this ordinance to the
contrary, the issuance of the Bonds shall be subject to satisfaction of the conditions set
forth in Section 12 of this ordinance.
The Bonds shall be general obligations of the City and shall be designated "City of
Tukwila, Washington, Unlimited Tax General Obligation Bonds, 20XV with additional
series designation or other such designation as determined to be necessary by the
Designated Representative. The Bonds shall be dated as of the date of Closing; shall
be fully registered as to both principal and interest; shall be in the denomination of
$5,000 each, or any integral multiple thereof, within a maturity; shall be numbered
separately in such manner and with any additional designation as the Bond Registrar
deems necessary for purposes of identification; shall bear interest from their date
payable on the dates and commencing as provided in the Sale Document; and shall
mature on the dates and in the principal amounts set forth in the Sale Document, as
approved and executed by the Designated Representative pursuant to Section 12 of
this ordinance.
Section 4. Registration, Exchange and Payments.
(a) Bond Registrar /Bond Register. The City hereby specifies and adopts the
system of registration approved by the Washington State Finance Committee from time
to time through the appointment of state fiscal agencies. The City shall cause a bond
register to be maintained by the Bond Registrar. So long as any Bonds remain
outstanding, the Bond Registrar shall make all necessary provisions to permit the
exchange or registration or transfer of Bonds at its designated office. The Bond
Registrar may be removed at any time at the option of the Finance Director upon prior
notice to the Bond Registrar and a successor Bond Registrar appointed by the Finance
Director. No resignation or removal of the Bond Registrar shall be effective until a
successor shall have been appointed and until the successor Bond Registrar shall have
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accepted the duties of the Bond Registrar hereunder. The Bond Registrar is authorized,
on behalf of the City, to authenticate and deliver Bonds transferred or exchanged in
accordance with the provisions of such Bonds and this ordinance and to carry out all of
the Bond Registrar's powers and duties under this ordinance. The Bond Registrar shall
be responsible for its representations contained in the Certificate of Authentication of
the Bonds.
(b) Registered Ownership. The City and the Bond Registrar, each in its discretion,
may deem and treat the Registered Owner of each Bond as the absolute owner thereof
for all purposes (except as provided in the Continuing Disclosure Certificate), and
neither the City nor the Bond Registrar shall be affected by any notice to the contrary.
Payment of any such Bond shall be made only as described in Section 4(g), but such
Bond may be transferred as herein provided. All such payments made as described in
Section 4(g) shall be valid and shall satisfy and discharge the liability of the City upon
such Bond to the extent of the amount or amounts so paid.
(c) DTC Acceptance /Letters of Representations. The Bonds initially shall be held
by DTC acting as depository. The City has executed and delivered to DTC a Blanket
Issuer 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 (or any successor depository) with respect to the Bonds in respect of the
accuracy of any records maintained by DTC (or any successor depository) or any DTC
participant, the payment by DTC (or any successor depository) or any DTC participant
of any amount in respect of the principal of or interest on Bonds, any notice which is
permitted or required to be given to Registered Owners under this ordinance (except
such notices as shall be required to be given by the City to the Bond Registrar or to
DTC (or any successor depository)), or any consent given or other action taken by DTC
(or any successor depository) as the Registered Owner. For so long as any Bonds are
held by a depository, DTC or its successor depository or its nominee shall be deemed to
be the Registered Owner for all purposes hereunder, and all references herein to the
Registered Owners shall mean DTC (or any successor depository) or its nominee and
shall not mean the owners of any beneficial interest in such Bonds.
(d) Use of Depository.
(1) The Bonds shall be registered initially in the name of "Cede & Co.", as
nominee of DTC, with one Bond maturing on each of the maturity dates for the Bonds in
a denomination corresponding to the total principal therein designated to mature on
such date. Registered ownership of such Bonds, or any portions thereof, may not
thereafter be transferred except (A) to any successor of DTC or its nominee, provided
that any such successor shall be qualified under any applicable laws to provide the
service proposed to be provided by it; (B) to any substitute depository appointed by the
Finance Director pursuant to subsection (2) below or such substitute depository's
successor; or (C) to any person as provided in subsection (4) below.
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(2) 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 Finance
Director to discontinue the system of book entry transfers through DTC or its successor
(or any substitute depository or its successor), the Finance Director may hereafter
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.
(3) In the case of any transfer pursuant to clause (A) or (B) of subsection (1)
above, the Bond Registrar shall, upon receipt of all outstanding Bonds together with a
written request on behalf of the Finance Director, issue a single new Bond for each
maturity of that series then outstanding, registered in the name of such successor or
such substitute depository, or their nominees, as the case may be, all as specified in
such written request of the Finance Director.
(4) In the event that (A) DTC or its successor (or substitute depository or its
successor) resigns from its functions as depository, and no substitute depository can be
obtained, or (B) the Finance Director determines that it is in the best interest of the
beneficial owners of the Bonds that such owners be able to obtain physical Bond
certificates, the ownership of such Bonds may then be transferred to any person or
entity as herein provided, and shall no longer be held by a depository. The Finance
Director shall deliver a written request to the Bond Registrar, together with a supply of
physical Bonds, to issue Bonds as herein provided in any authorized denomination.
Upon receipt by the Bond Registrar of all then outstanding Bonds together with a written
request on behalf of the Finance Director to the Bond Registrar, new Bonds of such
series shall be issued in the appropriate denominations and registered in the names of
such persons as are requested in such written request.
(e) Registration of Transfer of Ownership or Exchange; Change in Denominations.
The transfer of any Bond may be registered and Bonds may be exchanged, but no
transfer of any such Bond shall be valid unless it is surrendered to the Bond Registrar
with the assignment form appearing on such Bond duly executed by the Registered
Owner or such Registered Owner's duly authorized agent in a manner satisfactory to
the Bond Registrar. Upon such surrender, the Bond Registrar shall cancel the
surrendered Bond and shall authenticate and deliver, without charge to the Registered
Owner or transferee therefor, a new Bond (or Bonds at the option of the new Registered
Owner) of the same date, maturity, and interest rate and for the same aggregate
principal amount in any authorized denomination, naming as Registered Owner the
person or persons listed as the assignee on the assignment form appearing on the
surrendered Bond, in exchange for such surrendered and cancelled Bond. Any Bond
may be surrendered to the Bond Registrar and exchanged, without charge, for an equal
aggregate principal amount of Bonds of the same date, maturity, and interest rate, in
any authorized denomination. The Bond Registrar shall not be obligated to register the
transfer of or to exchange any Bond during the 15 days preceding any principal
payment or redemption date.
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(f) Bond Registrar's Ownership of Bonds. The Bond Registrar may become the
Registered Owner of any Bond 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 a member of, or in any other capacity with respect to,
any committee formed to protect the right of the Registered Owners or beneficial
owners of Bonds.
(g) Place and Medium of Payment. 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 calculated on the basis of a year of 360 days and twelve 30-day months. For
so long as all Bonds are held by a depository, payments of principal thereof and interest
thereon shall be made as provided in accordance with the operational arrangements of
DTC referred to in the Letter of Representations. In the event that the Bonds are no
longer held by a depository, interest on the Bonds shall be paid by check or draft mailed
to the Registered Owners at the addresses for such Registered Owners appearing on
the Bond Register on the Record Date, or upon the written request of a Registered
Owner of more than $1,000,000 of Bonds (received by the Bond Registrar at least by
the Record Date), such payment shall be made by the Bond Registrar by wire transfer
to the account within the United States designated by the Registered Owner. Principal
of the Bonds shall be payable upon presentation and surrender of such Bonds by the
Registered Owners at the designated office of the Bond Registrar.
If any Bond is duly presented for payment and funds have not been provided by
the City on the applicable payment date, then interest will continue to accrue thereafter
on the unpaid principal thereof at the rate stated on the Bond until the Bond is paid.
Section 5. Redemption Prior to Maturity and Purchase of Bonds.
(a) Mandatory Redemption of Term Bonds and Optional Redemption. The Bonds
shall be subject to mandatory redemption to the extent, if any, set forth in the Sale
Document and as approved by the Designated Representative pursuant to Section 12.
The Bonds shall be subject to optional redemption on the dates, at the prices and under
the terms set forth in the Sale Document approved by the Designated Representative
pursuant to Section 12.
(b) Purchase of Bonds. The City reserves the right to purchase any or all of the
Bonds offered to it at any time at a price deemed reasonable by the Finance Director
plus accrued interest to the date of purchase.
(c) Selection of Bonds for Redemption. For as long as the Bonds are held in
book-entry only form, the selection of particular Bonds within a maturity to be redeemed
shall be made in accordance with the operational arrangements then in effect at DTC. If
the Bonds are no longer held by a depository, the selection of such Bonds to be
redeemed and the surrender and reissuance thereof, as applicable, shall be made as
provided in the following provisions of this subsection (c). If the City redeems at any
one time fewer than all of the Bonds having the same maturity date, the particular
Bonds or portions of Bonds of such maturity to be redeemed shall be selected by lot (or
in such manner determined by the Bond Registrar) in increments of $5,000. In the case
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of a Bond of a denomination greater than $5,000, the City and the Bond Registrar shall
treat each Bond as representing such number of separate Bonds each of the
denomination of $5,000 as is obtained by dividing the actual principal amount of such
Bond by $5,000. In the event that only a portion of the principal sum of a Bond is
redeemed, upon surrender of such Bond at the designated office of the Bond Registrar
there shall be issued to the Registered Owner, without charge therefor, for the then
unredeemed balance of the principal sum thereof, at the option of the Registered
Owner, a Bond or Bonds of like maturity and interest rate in any of the denominations
herein authorized.
(d) Notice of Redemption.
(1) Official Notice. For so long as the Bonds are held by a depository, notice
of redemption shall be given in accordance with the operational arrangements of IDTC
as then in effect, and neither the City nor the Bond Registrar shall provide any notice of
redemption to any beneficial owners. The notice of redemption may be conditional.
Thereafter (if the Bonds are no longer held by a depository), notice of redemption shall
be given in the manner hereinafter provided. Unless waived by any owner of Bonds to
be redeemed, official notice of any such redemption (which redemption may be
conditioned by the Bond Registrar on the receipt of sufficient funds for redemption or
otherwise) shall be given by the Bond Registrar on behalf of the City by mailing a copy
of an official redemption notice by first class mail at least 20 days and not more than
60 days prior to the date fixed for redemption to the Registered Owner of the Bond or
Bonds to be redeemed at the address shown on the Bond Register or at such other
address as is furnished in writing by such Registered Owner to the Bond Registrar.
All official notices of redemption shall be dated and shall state:
(A) the redemption date;
(B) the redemption price;
(C) if fewer than all outstanding Bonds are to be redeemed, the
identification by series and maturity (and, in the case of partial redemption, the
respective principal amounts) of the Bonds to be redeemed;
(D) any conditions to redemption;
(E) that unless conditional notice of redemption has been given and such
conditions have either been satisfied or waived, on the redemption date the redemption
price shall become due and payable upon each such Bond or portion thereof called for
redemption, and that interest thereon shall cease to accrue from and after said date;
and
(F) the place where such Bonds are to be surrendered for payment of the
redemption price, which place of payment shall be the designated office of the Bond
Registrar.
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On or prior to any redemption date, unless such redemption has been
rescinded or revoked, the City shall deposit with the Bond Registrar an amount of
money sufficient to pay the redemption price of all the Bonds or portions of Bonds which
are to be redeemed on that date. The City retains the right to rescind any redemption
notice and the related optional redemption of Bonds by giving notice of rescission to the
affected registered owners at any time on or prior to the scheduled 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.
(2) Effect of Notice; Bonds Due. If notice of redemption has been given and
not rescinded or revoked, or if the conditions set forth in a conditional notice of
redemption have been satisfied or waived, the Bonds or portions of Bonds to be
redeemed shall, on the redemption date, become due and payable at the redemption
price therein specified, and from and after such date such Bonds or portions of Bonds
shall cease to bear interest. Upon surrender of such Bonds for redemption in
accordance with said notice, such Bonds shall be paid by the Bond Registrar at the
redemption price. Installments of interest due on or prior to the redemption date shall
be payable as herein provided for payment of interest. All Bonds which have been
redeemed shall be canceled by the Bond Registrar and shall not be reissued.
(3) Additional Notice. In addition to the foregoing notice, further notice shall
be given by the City as set out below, but no defect in said further notice nor any failure
to give all or any portion of such further notice shall in any manner defeat the
effectiveness of a call for redemption if notice thereof is given as above prescribed.
Each further notice of redemption given hereunder shall contain the information required
above for an official notice of redemption plus: (A) the CUSIP numbers of all Bonds
being redeemed; (B) the date of issue of the Bonds as originally issued; (C) the rate of
interest borne by each Bond being redeemed; (D) the series and maturity date of each
Bond being redeemed; and (E) any other descriptive information needed to identify
accurately the Bonds being redeemed. Each further notice of redemption may be sent
at least 20 days before the redemption date to each party entitled to receive notice
pursuant to Section 14 and the Continuing Disclosure Certificate and with such
additional information as the City shall deem appropriate, but such mailings shall not be
a condition precedent to the redemption of such Bonds.
(4) Amendment of Notice Provisions. The foregoing notice provisions of
this Section 5, including but not limited to the information to be included in redemption
notices and the persons designated to receive notices, may be amended by additions,
deletions and changes in order to maintain compliance with duly promulgated
regulations and recommendations regarding notices of redemption of municipal
securities.
Section 6. Form of Bonds. The Bonds shall be in substantially the form set forth
in Exhibit A, which is incorporated herein by this reference.
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Section 7. Execution of Bonds. The Bonds shall be executed on behalf of the
City by the facsimile or manual signature of the Mayor and shall be attested to by the
facsimile or manual signature of the City Clerk, and shall have the seal of the City
impressed or a facsimile thereof imprinted, or otherwise reproduced thereon.
In the event any officer who shall have signed or whose facsimile signatures appear
on any of the Bonds shall cease to be such officer of the City before said Bonds shall
have been authenticated or delivered by the Bond Registrar or issued by the City, such
Bonds may nevertheless be authenticated, delivered and issued and, upon such
authentication, delivery and issuance, shall be as binding upon the City as though said
person had not ceased to be such officer. Any Bond may be signed and attested on
behalf of the City by such persons who, at the actual date of execution of such Bond
shall be the proper officer of the City, although at the original date of such Bond such
persons were not such officers of the City.
Only such Bonds as shall bear thereon a Certificate of Authentication manually
executed by an authorized representative of the Bond Registrar shall be valid or
obligatory for any purpose or entitled to the benefits of this ordinance. Such Certificate
of Authentication shall be conclusive evidence that the Bonds so authenticated have
been duly executed, authenticated and delivered hereunder and are entitled to the
benefits of this ordinance.
Section 8. Application of Bond Proceeds. The Finance Director is hereby
authorized to create a fund or account (the "Project Fund"), and subaccounts therein as
necessary, for the purposes set forth in this section. From the money derived from the
sale of the Bonds:
(a) Net premium (premium minus costs of issuance) shall be deposited in the Debt
Service Fund and/or the Project Fund and used to pay debt service on the Bonds
coming due on the next upcoming interest payment date or costs of the Project,
respectively; and
(b) The balance of the proceeds of the Bonds shall be deposited in the Project
Fund and shall be used solely to pay the allocable cost of issuing and selling the Bonds
and to finance costs of the Project as authorized by the Election Ordinance.
None of the proceeds of the Bonds shall be used for the replacement of equipment
or for other than a capital purpose. The Finance Director shall invest money in the
Project Fund and the subaccounts contained therein in such obligations as may now or
hereafter be permitted to cities of the State by law and which will mature prior to the
date on which such money shall be needed, but only to the extent that the same are
acquired, valued and disposed of at Fair Market Value.
Section 9. Tax Covenants. The City will take all actions necessary to assure the
exclusion of interest on the Bonds from the gross income of the owners of the Bonds to
the same extent as such interest is permitted to be excluded from gross income under
the Code as in effect on the date of issuance of the Bonds, including but not limited to
the following:
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(a) Private Activity Bond Limitation. The City will assure that the proceeds of the
Bonds are not so used as to cause the Bonds to satisfy the private business tests of
Section 141(b) of the Code or the private loan financing test of Section 141(c) of the
Code.
(b) Limitations on Disposition of Project. The City will not sell or otherwise transfer
or dispose of (i) any personal property components of the Project other than in the
ordinary course of an established government program under Treasury Regulation
1.141-2(d)(4) or (ii) any real property components of the Project, unless it has received
an opinion of nationally recognized bond counsel to the effect that such disposition will
not adversely affect the treatment of interest on the Bonds as excludable from gross
income for federal income tax purposes.
(c) Federal Guarantee Prohibition. The City will not take any action or permit or
suffer any action to be taken if the result of such action would be to cause any of the
Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code.
(d) Rebate Requirement. The City will take any and all actions necessary to
assure compliance with Section 148(f) of the Code, relating to the rebate of excess
investment earnings, if any, to the federal government, to the extent that such section is
applicable to the Bonds.
(e) No Arbitrage. The City will not take, or permit or suffer to be taken, any action
with respect to the proceeds of the Bonds which, if such action had been reasonably
expected to have been taken, or had been deliberately and intentionally taken, on the
date of issuance of the Bonds would have caused the Bonds to be "arbitrage bonds"
within the meaning of Section 148 of the Code.
(f) Registration Covenant. The City will maintain a system for recording the
ownership of each Bond that complies with the provisions of Section 149 of the Code
until all Bonds have been surrendered and canceled.
(g) Record Retention. The City will retain its records of all accounting and
monitoring it carries out with respect to the Bonds for at least three years after the
Bonds mature or are redeemed (whichever is earlier); however, if the Bonds are
redeemed and refunded, the City will retain its records of accounting and monitoring at
least three years after the earlier of the maturity or redemption of the obligations that
refunded the Bonds.
(h) Compliance with Federal Tax Certificate. The City will comply with the
provisions of the Federal Tax Certificate with respect to the Bonds, which are
incorporated herein as if fully set forth herein. The covenants of this Section will survive
payment in full or defeasance of the Bonds.
(i) Bank Qualification. The Finance Director is hereby authorized to designate the
Bonds as "qualified tax-exempt obligations" under Section 265(b)(3) of the Code for
investment by financial institutions if the City does not reasonably expect to issue more
than $10,000,000 of qualified tax-exempt obligations in the calendar year in which the
Bonds are issued.
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Section 10. Debt Service Fund and Provision for Tax Levy Payments. The
City hereby authorizes the creation of a fund or account to be used for the payment of
debt service on the Bonds (the "Debt Service Fund"). No later than the date each
payment of principal of or interest on the Bonds becomes due, the City shall transmit
sufficient funds, from the Debt Service Fund or from other legally available sources, to
the Bond Registrar for the payment of such principal or interest. Money in the Debt
Service Fund may be invested in legal investments for City funds. Any interest or profit
from the investment of such money shall be deposited in the Debt Service Fund, but
only to the extent that the same are acquired, valued and disposed of at Fair Market
Value.
The City hereby irrevocably covenants that, unless the principal of and interest on
the Bonds are paid from other sources, it will make annual levies of taxes without
limitation as to rate or amount upon all of the property in the City subject to taxation in
amounts sufficient to pay such principal and interest as the same shall become due. All
of such taxes and any of such other money so collected shall be paid into the Debt
Service Fund. None of the money in the Debt Service Fund shall be used for any other
purpose than the payment of the principal of and interest on the Bonds.
The full faith, credit and resources of the City are hereby irrevocably pledged for the
annual levy and collection of such taxes and for the prompt payment of the principal of
and interest on the Bonds when due.
Section 11. Defeasance. In the event that the City, in order to effect the payment,
retirement or redemption of any Bond, sets aside in the Debt Service Fund or in another
special account, cash or noncallable Government Obligations, or any combination of
cash and/or noncallable Government Obligations, in amounts and maturities which,
together with the known earned income therefrom, are sufficient to redeem or pay and
retire such Bond in accordance with its terms and to pay when due the interest and
redemption premium, if any, thereon, and such cash and/or noncallable Government
Obligations are irrevocably set aside and pledged for such purpose, then no further
payments need be made into the Debt Service Fund for the payment of the principal of
and interest on such Bond. The owner of a Bond so provided for shall cease to be
entitled to any lien, benefit or security of this ordinance except the right to receive
payment of principal, premium, if any, and interest from the Debt Service Fund or such
special account, and such Bond shall be deemed to be not outstanding under this
ordinance. The City shall give written notice of defeasance of the Bonds in accordance
with the Continuing Disclosure Certificate.
Section 12. Sale of Bonds.
(a) Bond Sale. The Council has determined that it would be in the best interest of
the City to delegate to the Designated Representative, for a limited time, the authority to
determine the method of sale for the Bonds and to approve the final interest rates,
maturity dates, redemption terms and principal maturities for the Bonds.
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(b) Negotiated Bond Sale. If the Designated Representative determines that the
Bonds are to be sold by negotiated public sale, the Designated Representative shall
solicit proposals from one or more qualified underwriting firms and shall select the
Underwriter that submits the proposal that is in the best interest of the City. Such
Bonds shall be sold to the Underwriter pursuant to the terms of a Bond Purchase
Contract.
(c) Competitive Sale. If the Designated Representative determines that the Bonds
are to be sold at a competitive public sale, the Designated Representative shall:
(1) establish the date of the public sale; (2) establish the criteria by which the successful
bidder will be determined; (3) request that a good faith deposit accompany each bid; (4)
cause notice of the public sale to be given; and (5) provide for such other matters
pertaining to the public sale as he or she deems necessary or desirable. The
Designated Representative shall cause the notice of sale to be given and provide for
such other matters pertaining to the public sale as he or she deems necessary or
desirable. Such Bonds shall be sold to the Underwriter pursuant to the terms of a
Certificate of Award.
(d) Sale Parameters. Subject to the terms and conditions set forth in this Section
12, and subject further to certification of approval of the Bond Authorization, the
Designated Representative is hereby authorized to approve the method of sale and the
final interest rates, aggregate principal amount, principal maturities, and redemption
rights for the Bonds in the manner provided hereafter so long as:
(1) the aggregate principal amount of the Bonds does not exceed
$36,500,000;
(2) the final maturity date for the Bonds is no later than December 1, 2036;
(3) the aggregate purchase price for the Bonds shall not be less than 98% of
the aggregate stated principal amount of the Bonds, excluding any original issue
discount; and
(4) the true interest cost for the Bonds (in the aggregate) does not
exceed 4.50%.
Subject to the terms and conditions set forth in this section, the Designated
Representative is hereby authorized to execute the appropriate Sale Document on
behalf of the City.
Following the execution of the Sale Document, the Designated Representative
shall provide a report to the Council describing the final terms of the Bonds approved
pursuant to the authority delegated in this section. The authority granted to the
Designated Representatives by this Section 12 shall expire 180 days after the effective
date of this ordinance. If a Sale Document for the Bonds has not been executed within
180 days after the effective date of this ordinance, the authorization for the issuance of
the Bonds shall be rescinded, and the Bonds shall not be issued nor their sale approved
unless such Bonds are re-authorized by ordinance of the Council. The ordinance re-
authorizing the issuance and sale of such Bonds may be in the form of a new ordinance
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repealing this ordinance in whole or in part or may be in the form of an amendatory
ordinance approving a Sale Document or establishing terms and conditions for the
authority delegated under this Section 12.
(e) Delivery of Bonds; Documentation. Upon the passage and approval of this
ordinance and execution of the Sale Document, the proper officials of the City, including
the Designated Representative, the City Administrator, the Mayor and the City Clerk,
are authorized and directed to undertake all action necessary for the prompt execution
and delivery of the Bonds to the Underwriter and further to execute all closing
certificates and documents required to effect the closing and delivery of the Bonds in
accordance with the terms of the Sale Document. Such documents may include, but
are not limited to, documents related to a municipal bond insurance policy delivered by
an insurer to insure the payment when due of the principal of and interest on all or a
portion of the Bonds as provided therein, if such insurance is determined by the
Designated Representative to be in the best interest of the City.
Section 13. Preliminary and Final Official Statements. The Designated
Representative is hereby authorized to deem final the preliminary Official Statement
relating to the Bonds for the purposes of the Rule. The Designated Representative is
further authorized to approve for purposes of the Rule, on behalf of the City, the Official
Statement relating to the issuance and sale of the Bonds and the distribution of the
Official Statement pursuant thereto with such changes, if any, as may be deemed by
him or her to be appropriate.
Section 14. Undertaking to Provide Ongoing Disclosure. The City covenants to
execute and deliver at the time of Closing a Continuing Disclosure Certificate. The
Designated Representative is hereby authorized to execute and deliver a Continuing
Disclosure Certificate upon the issuance, delivery and sale of the Bonds with such
terms and provisions as such officer shall deem appropriate and in the best interests of
the City.
Section 15. Lost, Stolen or Destroyed Bonds. In case any Bonds are lost,
stolen or destroyed, the Bond Registrar may authenticate and deliver a new Bond or
Bonds of like amount, date and tenor to the Registered Owner thereof if the owner pays
the expenses and charges of the Bond Registrar and the City in connection therewith
and files with the Bond Registrar and the City evidence satisfactory to both that such
Bond or Bonds were actually lost, stolen or destroyed and of his or her ownership
thereof, and furnishes the City and the Bond Registrar with indemnity satisfactory to
both.
Section 16. Severability; Ratification. If any one or more of the covenants or
agreements provided in this ordinance to be performed on the part of the City shall be
declared by any court of competent jurisdiction to be contrary to law, then such
covenant or covenants, agreement or agreements, shall be null and void and shall be
deemed separable from the remaining covenants and agreements of this ordinance and
shall in no way affect the validity of the other provisions of this ordinance or of the
Bonds. All acts taken pursuant to the authority granted in this ordinance but prior to its
effective date are hereby ratified and confirmed.
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Section 17. Payments Due on Holidays. If an interest and/or principal payment
date for the Bonds is not a business day, then payment shall be made on the next
business day and no interest shall accrue for the intervening period.
Section 18. Corrections by City Clerk or Code Reviser. Upon approval of the
City Attorney and Bond Counsel, the City Clerk and the code reviser are hereby
authorized to make necessary corrections to this ordinance, including but not limited to
the correction of clerical errors; references to other local, state or federal laws, codes,
rules, or regulations; ordinance numbering and section/subsection numbering; and other
similar necessary corrections.
Section 19. 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 TUK\(VILA, WASHINGTON, at
a Regular Meeting thereof this day of 0 „11.1 al 2016.
ATTEST /AUTHENTICATED:
11�
C . yio_t�t;
Christy O'Fl6herty, MMC, City GVrk
Pad ica Law Grodp)LE-1:1
Bond Counsel
Attachment: Exhibit A — Form of Bond
Allan EW6r-g,
Filed with the City Clerk: —16 -16,
Passed by the City Council
Published:
Effective Date:
Ordinance Number: P � I Ld
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R93
Exhibit A
Form of Bond
[DTC LANGUAGE]
UNITED STATES OF AMERICA
STATE OF WASHINGTON
CITY OF TUKWILA
913
UNLIMITED TAX GENERAL OBLIGATION BOND, 20[_]
INTEREST RATE: % MATURITY DATE: CUSIP NO.:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Tukwila, Washington (the "City"), hereby acknowledges itself to owe
and for value received promises to pay to the Registered Owner identified above, or
registered assigns, on the Maturity Date identified above, the Principal Amount
indicated above and to pay interest thereon from ) 20—, or the
most recent date to which interest has been paid or duly provided for until payment of
this bond at the Interest Rate set forth above, payable on 1, 20_,
and semiannually thereafter on the first days of each succeeding – and
. Both principal of and interest on this bond are payable in lawful
money of the United States of America. The fiscal agent of the State of Washington
has been appointed by the City as the authenticating agent, paying agent and registrar
for the bonds of this issue (the "Bond Registrar"). For so long as the bonds of this issue
are held in fully immobilized form, payments of principal and interest thereon shall be
made as provided in accordance with the operational arrangements of The Depository
Trust Company ("DTC") referred to in the Blanket Issuer Letter of Representations (the
"Letter of Representations") from the City to DTC.
The bonds of this issue are issued under and in accordance with the provisions of
the Constitution and applicable statutes of the State of Washington and Ordinance
No. duly passed by the City Council on November 21, 2016 (the "Bond
Ordinance"). Capitalized terms used in this bond have the meanings given such terms
in the Bond Ordinance.
This bond shall not be valid or become obligatory for any purpose or be entitled to
any security or benefit under the Bond Ordinance until the Certificate of Authentication
hereon shall have been manually signed by or on behalf of the Bond Registrar or its
duly designated agent.
A-1
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This bond is one of an authorized issue of bonds of like date, tenor, rate of interest
and date of maturity, except as to number and amount in the aggregate principal
amount of $ - and is issued pursuant to the Bond Ordinance to provide a
portion of the funds necessary (a) to implement its Public Safety Plan, which includes
replacing three fire stations, financing critical items such as fire trucks and other
life/safety equipment as necessary, and constructing a justice center to hold the Tukwila
Police Department and Municipal Court, as identified in Ordinance No. 2509 passed by
the City Council on August 1, 2016 and approved by the qualified electors of the City at
a special election held therein on November 8, 2016; and (b) to pay costs of issuance.
The bonds of this issue are subject to redemption prior to their stated maturities as
provided in the [Bond Purchase Contract/Certificate of Award].
The City has irrevocably covenanted with the owner of this bond that it will levy
taxes annually upon all the taxable property in the City without limitation as to rate or
amount and in amounts sufficient, together with other money legally available therefor,
to pay the principal of and interest on this bond when due. The full faith, credit and
resources of the City are irrevocably pledged for the annual levy and collection of such
taxes and the prompt payment of such principal and interest.
The pledge of tax levies for payment of principal of and interest on the bonds may
be discharged prior to maturity of the bonds by making provision for the payment
thereof on the terms and conditions set forth in the Bond Ordinance.
It is hereby certified that all acts, conditions and things required by the Constitution
and statutes of the State of Washington to exist and to have happened, been done and
performed precedent to and in the issuance of this bond exist and have happened,
been done and performed and that the issuance of this bond and the bonds of this
issue does not violate any constitutional, statutory or other limitation upon the amount
of bonded indebtedness that the City may incur.
IN WITNESS WHEREOF, the City of Tukwila, Washington, has caused this bond
to be executed by the manual or facsimile signatures of the Mayor and the City Clerk
and the seal of the City to be imprinted, impressed or otherwise reproduced hereon as
of this day of , 20_.
[SEAL] CITY OF TUKWILA, WASHINGTON
ATTEST:
Christy O'Flaherty, MMC, City Clerk
A-2
SO
Allan Ekberg, Mayor
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The Bond Registrar's Certificate of Authentication on the Bonds shall be in substantially
the following form:
CERTIFICATE OF AUTHENTICATION
Date of Authentication:
This bond is one of the bonds described in the within - mentioned Bond Ordinance
and is one of the Unlimited Tax General Obligation Bonds, 20_, of the City of
Tukwila, Washington, dated )2016.
WASHINGTON STATE FISCAL AGENT,
as Bond Registrar
AO-
RIM
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City of Tukwila Public Notice of Ordinance Adoption for Ordinances 2510 -2514.
On November 21, 2016 the City Council of the City of Tukwila, Washington, adopted the
following ordinances, the main points of which are summarized by title as follows:
Ordinance 2510: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, LEVYING THE GENERAL TAXES FOR THE CITY OF
TUKWILA IN KING COUNTY FOR THE FISCAL YEAR COMMENCING JANUARY 1,
2017, ON ALL PROPERTY, BOTH REAL AND PERSONAL, IN SAID CITY, THAT IS
SUBJECT TO TAXATION FOR THE PURPOSE OF PAYING SUFFICIENT REVENUE
TO CARRY ON THE SERVICES OF THE SEVERAL DEPARTMENTS OF SAID CITY
FOR THE ENSUING YEAR, WITH AN EXCESS PROPERTY TAX LEVY FOR THE
PURPOSE OF PAYING DEBT SERVICE ON THE CITY'S UNLIMITED TAX GENERAL
OBLIGATION BONDS ISSUED IN 2016, AS REQUIRED BY LAW; PROVIDING FOR
SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE.
Ordinance 2511: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, RELATING TO THE LIMITING FACTOR FOR THE
REGULAR PROPERTY TAX LEVY ABOVE THE RATE OF INFLATION (IMPLICIT
PRICE DEFLATOR); PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN
EFFECTIVE DATE.
Ordinance 2512: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, INCREASING THE CITY OF TUKWILA REGULAR LEVY
FROM THE PREVIOUS YEAR, COMMENCING JANUARY 1, 2017, ON ALL
PROPERTY, BOTH REAL AND PERSONAL, IN COMPLIANCE WITH RCW 84.55.120;
PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE.
Ordinance 2513: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, AMENDING ORDINANCE NO. 2458, WHICH ADOPTED
THE CITY OF TUKWILA'S BIENNIAL BUDGET FOR THE 2015 -2016 BIENNIUM, TO
ADOPT AN AMENDED YEAR -END BUDGET; PROVIDING FOR SEVERABILITY; AND
ESTABLISHING AN EFFECTIVE DATE.
Ordinance 2514: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, AUTHORIZING THE ISSUANCE OF UNLIMITED TAX
GENERAL OBLIGATION BONDS OF THE CITY IN THE AGGREGATE PRINCIPAL
AMOUNT OF NOT TO EXCEED $36,500,000, TO FINANCE COSTS RELATED TO ITS
PUBLIC SAFETY PLAN AND PAYING COSTS OF ISSUING THE BONDS; PROVIDING
THE FORM, TERMS AND COVENANTS OF THE BONDS; PROVIDING FOR THE
DISPOSITION OF THE PROCEEDS OF THE SALE OF THE BONDS; DELEGATING
AUTHORITY TO APPROVE THE METHOD OF SALE AND THE FINAL TERMS OF THE
BONDS; AND PROVIDING FOR OTHER MATTERS RELATING THERETO;
PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE.
The full text of these ordinances will be provided upon request.
Christy O'Flaherty, MMC, City Clerk
Published Seattle Times: November 28, 2016