Req.#13443
ORDINANCE NO- 2 812 ri
1 ANORDINANCEoftheCityofTacoma,Washington,providingfortheissuanceof
2 limited tax general obligation refunding bonds of the City in the aggregate
principal amount of not to exceed $45,630,000 to refund or defease certain
3 outstanding limited tax general obligation bonds and to pay costs of issuing
the bonds; providing the form and terms of the bonds; and delegating the
4 authority to approve the final terms of the bonds.
5 WHEREAS the City of Tacoma, Washington (the "City") has outstanding its
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Limited Tax General Obligation Refunding Bonds, 2001, dated July 15, 2001, and
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8 issued pursuant to Ordinance No. 26824, passed by the City Council (the "Council")
9 on June 26, 2001, and Substitute Resolution No. 35205 adopted on July 10, 2001
10 (together, the "2001 Bond Ordinance"), which remain outstanding as follows:
1 1 Maturity Date
12 (December 1) Principal Amount Interest Rate
13 2013 $ 540,000 4.625%
2014 565,000 4.750
14
(the "2001 Bonds"), and
15
16 WHEREAS the 2001 Bond Ordinance provides that the City may call the
17 2001 Bonds maturing on or after December 1, 2012 (the "2001 Refunding
18 Candidates") for redemption on or after December 1, 201 1, in whole or in part on
19 any date, at a price of par plus accrued interest, if any, to the date of redemption,
20
and
21
22 WHEREAS the City has outstanding its Limited Tax General Obligation
23 Bonds, 2004, dated August 5, 2004, and issued pursuant to Substitute Ordinance
24 No. 27249, passed by the Council on June 29, 2004, and Resolution No. 36260,
25
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adopted on July 27, 2004 (together, the "2004 Bond Ordinance"), which remain
outstanding as follows:
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Maturity Dates
3 (December 1) Principal Amount Interest Rate
4 2013 $ 1,205,000 5.00%
2014 1,250,000 5.00
5 2015 1,305,000 5.00
6 2016 1,360,000 5.00
2017 1,420,000 5.00
7 2018 1,480,000 5.00
8 2019 1,545,000 5.00
2020 1,620,000 5.00
9 2021 1,695,000 5.00
10 2022 1,775,000 5.25
11 2023 1,860,000 5.25
2024 1,955,000 5.25
12 2025 2,050,000 5.00
13 2026 2,155,000 5.00
2030 9,810,000 5.00
14 2034 12,040,000 5.00
1 5
(the "2004 Bonds"), and
16
1 7 WHEREAS the 2004 Bond Ordinance provides that the City may defease the
18 2004 Bonds to their maturities and may call the 2004 Bonds maturing on or after
19 December 1, 2015 (together, the "2004 Refunding Candidates"), for redemption on
20 or after December 1, 2014, in whole or in part on any date, at a price of par plus
21
accrued interest, if any, to the date of redemption, and
22
WHEREAS, after due consideration, it appears to the City Council that all or
23
24 a portion of the 2001 Refunding Candidates and the 2004 Refunding Candidates
25 (together, the "Refunding Candidates") may be defeased to maturity or defeased
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and refunded by the proceeds of limited tax general obligation refunding bonds at a
savings to the City and its taxpayers, and
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WHEREAS the City Council deems it in the best interest of the City to issue
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4 limited tax general obligation refunding bonds in the aggregate principal amount of
5 not to exceed $45,630,000 (the "Bonds") to defease to maturity or redeem and
6 defease all or a portion of the Refunding Candidates and to pay costs of issuing the
7 Bonds,and
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WHEREAS the City Council wishes to delegate authority to the City Manager
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10 and Treasurer (each, a "Designated Representative") for a limited time, to approve
1 1the interest rates, maturity dates, redemption terms and principal maturities for the
12 Bonds within the parameters set by this ordinance, and
1 3 WHEREAS the City expects to receive a proposal from J.P. Morgan
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Securities, LLC (the "Underwriter') and now desires to issue and sell the Bonds to
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the Underwriter as set forth herein; Now, Therefore,
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1 7 BE IT ORDAINED BY THE CITY OF TACOMA:
18 Section 1. Definitions and Interpretation of Terms.
19 (a) Definitions. As used in this ordinance, the following words shall have
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the following meanings:
21
22 "Acquired Obligations" means the Government Obligations acquired by the
23 City under the terms of this ordinance and the Escrow Deposit Agreement to effect
24 the defeasance and refunding of the Refunded Bonds.
25 "Beneficial Owner' means any person that has or shares the power, directly
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or indirectly, to make investment decisions concerning ownership of any Bonds
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(including persons holding Bonds through nominees, depositories or other
intermediaries).
2
"Bond Fund" means the "City of Tacoma Limited Tax General Obligation
3
4 Bond Debt Service Fund, 2013" authorized to be created pursuant to Section 9.
5 "Bond Purchase Contract" means the contract for the purchase of the Bonds
6 between the Underwriter and the City, executed pursuant to Section 1 1.
7 "Bond Register" means the registration books showing the name, address
8
and tax identification number of each Registered Owner of the Bonds, maintained
9
10 pursuant to Section 149(a) of the Code.
1 1 "Bond Registrar' means, initially, the fiscal agency of the state of
12 Washington, for the purposes of registering and authenticating the Bonds,
13 maintaining the Bond Register, effecting transfer of ownership of the Bonds and
14
paying interest on and principal of the Bonds.
1 5
16 "Bond Year' means each one-year period that ends on the date selected by
1 7 the City. The first and last Bond Years may be short periods. If no date is selected
18 by the City before the earlier of the final maturity date of the Bonds or the date that
19 is five years after the date of issuance of the Bonds, Bond Years end on each
20
anniversary of the date of issue and on the final maturity date of such Bonds.
21
22 "Bonds" mean the not to exceed $45,630,000 aggregate principal amount of
23 City of Tacoma, Washington, Limited Tax General Obligation Refunding Bonds,
24 2013, authorized to be issued pursuant to this ordinance.
25
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"Call Date" means, with respect to each series of Refunded Bonds, the date
selected as the call date by the Designated Representative under the ordinance
2
authorizing such series of Refunded Bonds.
3
4 "City" means the City of Tacoma, Washington, a municipal corporation duly
5 organized and existing under and by virtue of the Constitution and laws of the state
6 of Washington.
7 "Code" means the Internal Revenue Code of 1986, as amended, and shall
8
include all applicable regulations and rulings relating thereto.
9
10 "Commission" means the Securities and Exchange Commission.
11 "Council" or "City Council" means the legislative body of the City as duly and
12 regularly constituted from time to time.
1 3 "Designated Representative" means the City Manager and Treasurer, or his
14
or her designee.
15
16 "DTC" means The Depository Trust Company, New York, New York, a
1 7 limited purpose trust company organized under the laws of the state of New York,
18 as depository for the Bonds pursuant to Section 3.
19 "Escrow Agent" means U.S. Bank National Association, Seattle, Washington.
20
"Escrow Deposit Agreement" means the Escrow Deposit Agreement(s)
21
22 between the City and the Escrow Agent to be dated as of the date of closing of the
23 Bonds and substantially in the form on file with the City.
24 "Federal Tax Certificate" means the certificate executed by the Finance
25 Director setting forth the requirements of the Code for maintaining the tax
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exemption of interest on the Bonds, and attachments thereto.
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"Finance Director' means the person holding such position or a successor to
such position and anyone lawfully exercising the functions of such position.
2
"Government Obligations" mean those obligations now or hereafter defined
3
4 as such in chapter 39.53 RCW.
5 "Letter of Representations" means the blanket issuer letter of representations
6 from the City to DTC.
7 "Lodging Taxes" means lodging taxes levied and received by the City,
8
pursuant to RCW 67.28.180 and RCW 67.28.181.
9
10 "MSRB" means the Municipal Securities Rulemaking Board or any
1 1 successors to its functions.
12 "Net Proceeds," when used with reference to any Bonds, means the principal
13 amount of such Bonds, plus accrued interest and original issue premium, if any,
14
and less original issue discount, if any.
1 5
16 "Private Person" means any natural person engaged in a trade or business
1 7 or any trust, estate, partnership, association, company, or corporation.
18 "Private Person Use" means the use of property in a trade or business by a
1 9 Private Person if such use is other than as a member of the general public. Private
20
Person Use includes ownership of the property by the Private Person as well as
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22 other arrangements that transfer to the Private Person the actual or beneficial use
23 of the property (such as a lease, management or incentive payment contract or
24 other special arrangement) in such a manner as to set the Private Person apart
25 from the general public. Use of property as a member of the general public
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includes attendance by the Private Person at municipal meetings or business rental
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of property to the Private Person on a short-term basis in accordance with
regulations under the Code if the rental paid by such Private Person is the same as
2
the rental paid by any Private Person who desires to rent the property. Use of
3
4 property by nonprofit community groups or community recreational groups is not
5 treated as Private Person Use if such use is incidental to the governmental uses of
6 property, the property is made available for such use by all such community groups
7 on an equal basis and such community groups are charged only a de minimis fee to
8
cover custodial expenses.
9
10 "Refunded Bonds" mean all or a portion of the Refunding Candidates
1 1 designated by the Designated Representative for defeasance and/or refunding
12 pursuant to Section 7 and Section 1 1.
13 "Refunding Account" means the account by that name established pursuant
14
to Section 7.
1 5
16 "Refunding Candidates" mean the 2001 Refunding Candidates and the
1 7 2004 Refunding Candidates.
18 "Registered Owner' means the person named as the registered owner of a
19 Bond in the Bond Register. For so long as the Bonds are held in book-entry only
20
form, DTC or its nominee shall be deemed to be the sole Registered Owner.
21
"Rule" means the Commission's Rule 15c2-12 under the Securities
22
23 Exchange Act of 1934, as the same may be amended from time to time.
24 "2001 Bond Ordinance" means, collectively, Ordinance No. 26824 passed by
25 the Council on June 26, 2001, and Substitute Resolution No. 35205, adopted on
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July 10, 2001, authorizing the issuance of the 2001 Bonds.
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"2001 Bonds" mean the City of Tacoma, Washington, Limited Tax General
Obligation Refunding Bonds, 2001, issued pursuant to the 2001 Bond Ordinance as
2
described in the recitals of this ordinance.
3
4 "2001 Refunded Bonds" mean the 2001 Refunding Candidates designated
5 by the Designated Representative for defeasance and/or refunding pursuant to
6 Section 1 1 of this ordinance.
7 "2001 Refunding Candidates" mean the 2001 Bonds maturing on and after
8
December 1, 2013.
9
10 "2004 Bond Ordinance" means, collectively, Substitute Ordinance No. 27249
1 1 passed by the Council on June 24, 2004, and Resolution No. 36260, adopted on
12 July 27, 2004, authorizing the issuance of the 2004 Bonds.
1 3 "2004 Bonds" mean the City of Tacoma, Washington, Limited Tax General
14
Obligation Bonds, 2004, issued pursuant to the 2004 Bond Ordinance as described
15
in the recitals of this ordinance.
16
1 7 "2004 Refunded Bonds" mean the 2004 Refunding Candidates designated
18 by the Designated Representative for defeasance and/or refunding pursuant to
19 Section 1 1 of this ordinance.
20
"2004 Refunding Candidates" mean the 2004 Bonds maturing on and after
21
22 December 1, 2013.
23 "Underwriter' means J.P. Morgan Securities, LLC.
24 (b) Interpretation. In this ordinance, unless the context otherwise
25 requires:
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A
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(1) The terms "hereby," "hereof," "hereto," "herein," "hereunder"and any
similar terms, as used in this ordinance, refer to this ordinance as a whole and not
2
to any particular article, section, subdivision or clause hereof, and the term
3
"hereafter" shall mean after, and the term "heretofore" shall mean before, the date
4
5 of this ordinance;
6 (2) Words of the masculine gender shall mean and include correlative
7 words of the feminine and neuter genders and words importing the singular number
8
shall mean and include the plural number and vice versa;
9
10 (3) Words importing persons shall include firms, associations,
11 partnerships (including limited partnerships), trusts, corporations and other legal
12 entities, including public bodies, as well as natural persons;
13 (4) Any headings preceding the text of the several articles and sections of
14
this ordinance, and any table of contents or marginal notes appended to copies
1 5
16 hereof, shall be solely for convenience of reference and shall not constitute a part of
1 7 this ordinance, nor shall they affect its meaning, construction or effect; and
18 (5) All references herein to "articles," "sections" and other subdivisions or
19 clauses are to the corresponding articles, sections, subdivisions or clauses hereof.
20
Section 2. Authorization of Bonds and Bond Details. For the purpose of
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22 refunding the Refunded Bonds and paying costs of issuance of the Bonds, the City
23 shall issue and sell limited tax general obligation refunding bonds in the aggregate
24 principal amount of not to exceed $45,630,000 (the "Bonds").
25 The Bonds shall be general obligations of the City, shall be designated "City
26
of Tacoma, Washington, Limited Tax General Obligation Refunding Bonds, 2013"
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with additional series designation or other designation as set forth in the Bond
Purchase Contract and approved by the Designated Representative.
2
The Bonds shall be dated as of their date of initial delivery, shall be fully
3
4 registered as to both principal and interest, shall be in the denomination of $5,000
5 each or any integral multiple thereof within a maturity, shall be numbered separately
6 in the manner and with any additional designation as the Bond Registrar deems
7 necessary for purposes of identification and control, and shall bear interest payable
8
on the dates set forth in the Bond Purchase Contract. The Bonds shall bear
9
interest at the rates set forth in the Bond Purchase Contract; and shall mature on
10
1 1 the dates and in the principal amounts set forth in the Bond Purchase Contract and
12 as approved by a Designated Representative pursuant to Section 1 1.
1 3 Section 3. Registration, Exchange and Payments.
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(a) Bond Registrar/Bond Register. The City hereby specifies and adopts
1 5
16 the system of registration approved by the Washington State Finance Committee
1 7 from time to time through the appointment of the state fiscal agency. The City shall
18 cause a Bond Register to be maintained by the Bond Registrar. So long as any
1 9 Bonds remain outstanding, the Bond Registrar shall make all necessary provisions
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to permit the exchange or registration or transfer of Bonds at its principal corporate
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22 trust office. The Bond Registrar may be removed at any time at the option of the
23 Finance Director upon prior notice to the Bond Registrar and a successor Bond
24 Registrar appointed by the Finance Director. No resignation or removal of the Bond
25 Registrar shall be effective until a successor shall have been appointed and until
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the successor Bond Registrar shall have accepted the duties of the Bond Registrar
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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
2
such Bonds and this ordinance and to carry out all of the Bond Registrar's powers
3
4 and duties under this ordinance. The Bond Registrar shall be responsible for its
5 representations contained in the Certificate of Authentication of the Bonds.
6 (b) Registered Ownership. The City and the Bond Registrar, each in its
7 discretion, may deem and treat the Registered Owner of each Bond as the absolute
8
owner thereof for all purposes (except as provided in Section 12 of this ordinance),
9
10 and neither the City nor the Bond Registrar shall be affected by any notice to the
1 1 contrary. Payment of any such Bond shall be made only as described in
1 2 Section 3(h), but such Bond may be transferred as herein provided. All such
13 payments made as described in Section 3(h) shall be valid and shall satisfy and
14
discharge the liability of the City upon such Bond to the extent of the amount or
1 5
16 amounts so paid.
1 7 (c) DTC Acceptance/Letters of Representations. The Bonds initially shall
18 be held in fully immobilized form by IDTC acting as depository. To induce DTC to
19 accept the Bonds as eligible for deposit at IDTC, the City has executed and
20
delivered to IDTC a Blanket Issuer Letter of Representations. Neither the City nor
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22 the Bond Registrar will have any responsibility or obligation to IDTC participants or
23 the persons for whom they act as nominees (or any successor depository) with
24 respect to the Bonds in respect of the accuracy of any records maintained by IDTC
25 (or any successor depository) or any IDTC participant, the payment by IDTC (or any
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successor depository) or any IDTC participant of any amount in respect of the
Ord13441doc-DEC/bn I j j
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
2
required to be given by the City to the Bond Registrar or to DTC (or any successor
3
4 depository)), or any consent given or other action taken by DTC (or any successor
5 depository) as the Registered Owner. For so long as any Bonds are held in fully
6 immobilized form by a depository, DTC or its successor depository shall be deemed
7 to be the Registered Owner for all purposes hereunder, and all references herein to
8
the Registered Owners shall mean DTC (or any successor depository) or its
9
10 nominee and shall not mean the owners of any beneficial interest in such Bonds.
1 1 (d) Use of Depository.
12 (1) The Bonds shall be registered initially in the name of
13 "Cede & Co.", as nominee of DTC, with one Bond maturing on each of the maturity
14
dates for the Bonds in a denomination corresponding to the total principal therein
15
16 designated to mature on such date. Registered ownership of such Bonds, or any
1 7 portions thereof, may not thereafter be transferred except (A) to any successor of
18 DTC or its nominee, provided that any such successor shall be qualified under any
19 applicable laws to provide the service proposed to be provided by it; (B) to any
20
substitute depository appointed by the Finance Director pursuant to subsection (2)
21
22 below or such substitute depository's successor; or (C) to any person as provided in
23 subsection (4) below.
24 (2) Upon the resignation of DTC or its successor (or any substitute
25 depository or its successor) from its functions as depository or a determination by
26
the Finance Director to discontinue the system of book entry transfers through DTC
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or its successor (or any substitute depository or its successor), the Finance Director
may hereafter appoint a substitute depository. Any such substitute depository shall
2
be qualified under any applicable laws to provide the services proposed to be
3
4 provided by it.
5 (3) In the case of any transfer pursuant to clause (A) or (B) of
6 subsection (1) above, the Bond Registrar shall, upon receipt of all outstanding
7 Bonds, together with a written request on behalf of the Finance Director, issue a
8
single new Bond for each maturity then outstanding, registered in the name of such
9
10 successor or such substitute depository, or their nominees, as the case may be, all
1 1 as specified in such written request of the Finance Director.
12 (4) In the event that (A) DTC or its successor (or substitute
13 depository or its successor) resigns from its functions as depository and no
14
substitute depository can be obtained, or (B) the Finance Director determines that it
1 5
is in the best interest of the beneficial owners of the Bonds that such owners be
16
1 7 able to obtain physical Bond certificates, the ownership of such Bonds may then be
1 8 transferred to any person or entity as herein provided, and such Bonds shall no
19 longer be held by a depository. The Finance Director shall deliver a written request
20
to the Bond Registrar, together with a supply of physical Bonds, to issue Bonds as
21
22 herein provided in any authorized denomination. Upon receipt by the Bond
23 Registrar of all then outstanding Bonds together with a written request on behalf of
24 the Finance Director to the Bond Registrar, new Bonds shall be issued in the
25 appropriate denominations and registered in the names of such persons as are
26
requested in such written request.
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(e) Registration of Transfer of Ownership or Exchange; Change in
Denominations. The transfer of any Bond may be registered and Bonds may be
2
exchanged, but no transfer of any such Bond shall be valid unless it is surrendered
3
4 to the Bond Registrar with the assignment form appearing on such Bond duly
5 executed by the Registered Owner or such Registered Owner's duly authorized
6 agent in a manner satisfactory to the Bond Registrar. Upon such surrender, the
7 Bond Registrar shall cancel the surrendered Bond and shall authenticate and
8
deliver, without charge to the Registered Owner or transferee therefor, a new Bond
9
10 (or Bonds at the option of the new Registered Owner) of the same date, maturity
1 1 and interest rate and for the same aggregate principal amount in any authorized
12 denomination, naming as Registered Owner the person or persons listed as the
13 assignee on the assignment form appearing on the surrendered Bond, in exchange
14
for such surrendered and canceled Bond. Any Bond may be surrendered to the
1 5
16 Bond Registrar and exchanged, without charge, for an equal aggregate principal
1 7 amount of Bonds of the same date, maturity and interest rate, in any authorized
18 denomination. The Bond Registrar shall not be obligated to register the transfer or
19 to exchange any Bond during the 15 days preceding any principal payment date
20
any such Bond is to be redeemed.
21
22 (f) Bond Registrar's Ownership of Bonds. The Bond Registrar may
23 become the Registered Owner of any Bond with the same rights it would have if it
24 were not the Bond Registrar, and to the extent permitted by law, may act as
25 depository for and permit any of its officers or directors to act as a member of, or in
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any other capacity with respect to, any committee formed to protect the right of the
Registered Owners of Bonds.
2
(g) Registration Covenant. The City covenants that, until all Bonds have
3
4 been surrendered and canceled, it will maintain a system for recording the
5 ownership of each Bond that complies with the provisions of Section 149 of the
6 Code.
7 (h) Place and Medium of Payment. Both principal of and interest on the
8
Bonds shall be payable in lawful money of the United States of America. Interest
9
10 on the Bonds shall be calculated on the basis of a year of 360 days and twelve
1 1 30-day months. For so long as all Bonds are held by a depository, payments of
12 principal and interest thereon shall be made as provided in accordance with the
1 3 operational arrangements of IDTC referred to in the Letter of Representations. In
14
the event that the Bonds are no longer held by a depository, interest on the Bonds
15
16 shall be paid by check or draft mailed to the Registered Owners at the addresses
1 7 for such Registered Owners appearing on the Bond Register on the fifteenth day of
18 the month preceding the interest payment date, or upon the written request of a
19 Registered Owner of more than $1,000,000 of Bonds (received by the Bond
20
Registrar at least 15 days prior to the applicable payment date), such payment shall
21
22 be made by the Bond Registrar by wire transfer to the account within the United
23 States designated by the Registered Owner. Principal of the Bonds shall be
24 payable upon presentation and surrender of such Bonds by the Registered Owners
25 at the principal office of the Bond Registrar.
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If any Bond shall be duly presented for payment and funds have not been
duly provided by the City on such applicable date, then interest shall continue to
2
accrue thereafter on the unpaid principal thereof at the rate stated on such Bond
3
4 until it is paid.
5 Section 4. Redemption Prior to Maturity and Purchase of Bonds.
6 (a) Mandatory Redemption of Term Bonds and Optional Redemption, if
7 any. The Bonds shall be subject to optional redemption on the dates, at the prices
8
and under the terms set forth in the Bond Purchase Contract approved by the
9
1 0 Designated Representative pursuant to Section 1 1. The Bonds shall be subject to
1 1 mandatory redemption to the extent, if any, set forth in the Bond Purchase Contract
12 approved by the Designated Representative pursuant to Section 1 1.
1 3 (b) Purchase of Bonds. The City reserves the right to purchase any of
14
the Bonds offered to it at any time at a price deemed reasonable by the Finance
1 5
Director.
16
1 7 (c) Selection of Bonds for Redemption. For as long as the Bonds are
18 held in book-entry only form, the selection of particular Bonds within a maturity to
1 9 be redeemed shall be made in accordance with the operational arrangements then
20
in effect at DTC. If the Bonds are no longer held in uncertificated form, the
21
22 selection of such Bonds to be redeemed and the surrender and reissuance thereof,
23 as applicable, shall be made as provided in the following provisions of this
24 subsection (c). If the City redeems at any one time fewer than all of the Bonds
25 having the same maturity date, the particular Bonds or portions of Bonds of such
26
maturity to be redeemed shall be selected by lot (or in such manner determined by
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the Bond Registrar) in increments of $5,000. In the case of a Bond of a
denomination greater than $5,000, the City and the Bond Registrar shall treat each
2
Bond as representing such number of separate Bonds each of the denomination of
3
4 $5,000 as is obtained by dividing the actual principal amount of Bonds by $5,000.
5 In the event that only a portion of the principal sum of a Bond is redeemed, upon
6 surrender of such Bond at the principal office of the Bond Registrar there shall be
7 issued to the Registered Owner, without charge therefor, for the then unredeemed
8
balance of the principal sum thereof, at the option of the Registered Owner, a Bond
9
1 0 or Bonds of like maturity and interest rate in any of the denominations herein
1 1 authorized.
12 (d) Notice of Redemption.
13 (1) Official Notice. For so long as the Bonds are held in
14
uncertificated form, notice of redemption (which notice may be conditional) shall be
15
given in accordance with the operational arrangements of DTC as then in effect,
16
17 and neither the City nor the Bond Registrar will provide any notice of redemption to
18 any Beneficial Owners. Thereafter (if the Bonds are no longer held in uncertificated
19 form), notice of redemption shall be given in the manner hereinafter provided.
20
Unless waived by any owner of Bonds to be redeemed, official notice of any such
21
22 redemption (which redemption may be conditioned by the Bond Registrar on the
23 receipt of sufficient funds for redemption or otherwise) shall be given by the Bond
24 Registrar on behalf of the City by mailing a copy of an official redemption notice by
25 first class mail at least 20 days and not more than 60 days prior to the date fixed for
26
redemption to the Registered Owner of the Bond or Bonds to be redeemed at the
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address shown on the Bond Register or at such other address as is furnished in
writing by such Registered Owner to the Bond Registrar.
2
All official notices of redemption shall be dated and shall state:
3
4 (A) the redemption date,
5 (B) the redemption price,
6 (C) if fewer than all outstanding Bonds are to be redeemed,
7 the identification by maturity (and, in the case of partial redemption, the respective
8
principal amounts) of the Bonds to be redeemed,
9
1 0 (D) that (unless such notice is conditional) on the
1 1 redemption date the redemption price will become due and payable upon each
12 such Bond or portion thereof called for redemption, and that interest thereon shall
13 cease to accrue from and after said date,
14
(E) any conditions to redemption, and
1 5
16 (F) the place where such Bonds are to be surrendered for
1 7 payment of the redemption price, which place of payment shall be the principal
18 office of the Bond Registrar.
19 On or prior to any redemption date (unless such notice is conditional), the
20
City shall deposit with the Bond Registrar an amount of money sufficient to pay the
21
22 redemption price of all the Bonds or portions of Bonds which are to be redeemed on
23 that date.
24 (2) Effect of Notice; Bonds Due. If an unconditional notice of
25 redemption has been given as aforesaid, or if the conditions to redemption have
26
been satisfied or waived, the Bonds or portions of Bonds so to be redeemed shall,
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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
2
cease to bear interest. Upon surrender of such Bonds for redemption in
3
4 accordance with said notice, such Bonds shall be paid by the Bond Registrar at the
5 redemption price. Installments of interest due on or prior to the redemption date
6 shall be payable as herein provided for payment of interest. All Bonds which have
7 been redeemed shall be canceled by the Bond Registrar and shall not be reissued.
8
If a conditional notice of redemption has been given and the conditions to
9
10 redemption have not been satisfied or waived, notice of redemption given pursuant
1 1 to this ordinance may be rescinded by written notice given by the Bond Registrar on
12 behalf of the City as soon as practicable in the same manner, and to the same
1 3 Registered Owners of the Bond or Bonds, as notice of such redemption was given
14
pursuant to this Section 4(d). If notice of recession has been provided, the Bonds
1 5
16 or portions of Bonds so to be redeemed, on the redemption date, shall not become
1 7 due and payable and from and after such date such Bonds or portions of Bonds
18 shall continue to bear interest at the rate or rates set forth therein until paid or until
19 due provision is made for the payment of the same.
20
(3) Additional Notice. In addition to the foregoing notice, further
21
22 notice shall be given by the City as set out below, but no defect in said further
23 notice nor any failure to give all or any portion of such further notice shall in any
24 manner defeat the effectiveness of a call for redemption if notice thereof is given as
25 above prescribed. Each further notice of redemption given hereunder shall contain
26
the information required above for an official notice of redemption plus (A) the
-1 9-
Ord13441doc-DEC/bn
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;
2
(D) the maturity date of each Bond being redeemed; and (E) any other descriptive
3
4 information needed to identify accurately the Bonds being redeemed. Each further
5 notice of redemption may be sent at least 20 days before the redemption date to
6 each party entitled to receive notice pursuant to Section 12 and with such additional
7 information as the City shall deem appropriate, but such mailings shall not be a
8
condition precedent to the redemption of such Bonds.
9
10 (4) Amendment of Notice Provisions. The foregoing notice
11 provisions of this Section 4, including, but not limited to, the information to be
12 included in redemption notices and the persons designated to receive notices, may
1 3 be amended by additions, deletions and changes in order to maintain compliance
14
with duly promulgated regulations and recommendations regarding notices of
1 5
16 redemption of municipal securities.
1 7 Section 5. Form of Bonds. The Bonds shall be in substantially the following
18 form with appropriate or necessary insertions, depending upon the omissions and
19 variations as permitted or required hereby:
20
21
22
23
24
25
26
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Ord13441doc-DEC/bn
UNITED STATES OF AMERICA
NO.
2 STATE OF WASHINGTON
CITY OF TACOMA
3
4 LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, 2013
5 INTEREST RATE: % MATURITY DATE: CUSIP NO.:
6 REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
7
8 The City of Tacoma, Washington (the "City"), hereby acknowledges itself to owe
and for value received promises to pay to the Registered Owner identified above, or
9 registered assigns, on the Maturity Date identified above, the Principal Amount
10 indicated above and to pay interest thereon from , 2013, or the most
recent date to which interest has been paid or duly provided for until payment of this
11 bond at the Interest Rate set forth above, payable on , and
semiannually thereafter on the first days of each succeeding December and June.
12 Both principal of and interest on this bond are payable in lawful money of the United
1 3 States of America. The fiscal agency of the State of Washington has been
appointed by the City as the authenticating agent, paying agent and registrar for the
14 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
15 be made as provided in accordance with the operational arrangements of The
16 Depository Trust Company ("DTC") referred to in the Blanket Issuer Letter of
Representations (the "Letter of Representations") from the City to DTC.
17
The bonds of this issue are issued under and in accordance with the provisions of
18 the Constitution and applicable statutes of the State of Washington and Ordinance
No. duly passed by the City Council on January 15, 2013 (the "Bond
19 Ordinance"). Capitalized terms used in this bond have the meanings given such
20 terms in the Bond Ordinance.
21 This bond shall not be valid or become obligatory for any purpose or be entitled to
22 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
23 Registrar or its duly designated agent.
24 This bond is one of an authorized issue of bonds of like date, tenor, rate of interest
25 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
26 portion of the funds necessary (a) to defease and/or refund certain limited tax
general obligation bonds of the City, and (b) to pay costs of issuance for the bonds.
-21-
Ord13441doc-DEC/bn
The bonds of this issue are subject to redemption as provided in the Bond
Purchase Contract and Official Statement.
2
The City hereby irrevocably covenants and agrees with the owner of this bond that
3 it will include in its annual budget and levy taxes annually, within and as a part of
4 the tax levy permitted to the City without a vote of the electorate, upon all the
property subject to taxation in amounts sufficient, together with other money legally
5 available therefor, to pay the principal of and interest on this bond as the same shall
become due. Lodging Taxes are also pledged to the payment of certain of the
6 bonds of this issue, as set forth in the Bond Ordinance. The full faith, credit and
7 resources of the City are hereby irrevocably pledged for the annual levy and
collection of such taxes and the prompt payment of such principal and interest.
8
The pledge of tax levies for payment of principal of and interest on the bonds may
9 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.
10
1 1 The bonds of this issue have not been designated by the City as "qualified
tax-exempt obligations" for investment by financial institutions under Section 265(b)
12 of the Code.
1 3 It is hereby certified that all acts, conditions and things required by the Constitution
14 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
1 5 happened, been done and performed and that the issuance of this bond and the
16 bonds of this issue does not violate any constitutional, statutory or other limitation
upon the amount of bonded indebtedness that the City may incur.
1 7
IN WITNESS WHEREOF, the City of Tacoma, Washington, has caused this bond to
18 be executed by the manual or facsimile signatures of the Mayor and the City Clerk
19 and the seal of the City imprinted, impressed or otherwise reproduced hereon as of
this _ day of 2013.
20
[SEAL]
21 CITY OF TACOMA, WASHINGTON
22 By /s/ manual or facsimile
23 Mayor
24 ATTEST:
25
/s/ manual or facsimile
26 City Clerk
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Ord13441doc-DEC/bn
The Bond Registrar's Certificate of Authentication on the Bonds shall be in
substantially the following form:
2
CERTIFICATE OF AUTHENTICATION
3
This bond is one of the bonds described in the within-mentioned Bond Ordinance
4 and is one of the Limited Tax General Obligation Refunding Bonds, 2013 of the City
5 of Tacoma, Washington, dated , 2013.
6 WASHINGTON STATE FISCAL AGENCY, as Bond Registrar
7 By
8
Section 6. Execution of Bonds. The Bonds shall be executed on behalf of
9
10 the City with the manual or facsimile signature of the Mayor and attested by the
1 1 manual or facsimile signature of the City Clerk and the sea[ of the City shall be
12 impressed, imprinted or otherwise reproduced thereon.
1 3 Only such Bonds as shall bear thereon a Certificate of Authentication in the
14
form hereinbefore recited, manually executed by the Bond Registrar, shall be valid
1 5
16 or obligatory for any purpose or entitled to the benefits of this ordinance. Such
1 7 Certificate of Authentication shall be conclusive evidence that the Bonds so
18 authenticated have been duly executed, authenticated and delivered hereunder and
19 are entitled to the benefits of this ordinance.
20
In case either of the officers who shall have executed the Bonds shall cease
21
22 to be an officer or officers of the City before the Bonds so signed shall have been
23 authenticated or delivered by the Bond Registrar, or issued by the City, such Bonds
24 may nevertheless be authenticated, delivered and issued and upon such
25 authentication, delivery and issuance, shall be as binding upon the City as though
26
those who signed the same had continued to be such officers of the City. Any Bond
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Ord13441doc-DEC/bn
|1013|
may be signed and attested on behalf of the City by such persons who at the date
of the actual execution of such Bond, are the proper officers of the City, although at
2
the original date of such Bond any such person shall not have been such officer of
3
4 the City.
5 Section 7. Refunding Plan; Application of Bond Proceeds.
6 (a) Refunding Plan. For the purpose of realizing a debt service savings,
7 the City proposes to defease and/or refund the Refunded Bonds as set forth herein.
8
The Refunded Bonds shall include all or a portion of the Refunding Candidates as
9
10 designated by the Designated Representative and set forth in the Bond Purchase
1 1 Contract. Proceeds of the Bonds shall be deposited with the Escrow Agent
12 pursuant to the Escrow Deposit Agreement to be used immediately upon receipt
13 thereof to defease the Refunded Bonds as authorized by the 2001 Bond Ordinance
14
and the 2004 Bond Ordinance, as applicable, and to pay costs of issuance of the
1 5
Bonds.
16
1 7 The net proceeds deposited with the Escrow Agent shall be used to defease
18 the Refunded Bonds and discharge the obligations thereon by the purchase of
1 9 certain Government Obligations (which obligations so purchased, are herein called
20
"Acquired Obligations"), bearing such interest and maturing as to principal and
21
22 interest in such amounts and at such times which, together with any necessary
23 beginning cash balance, will provide for the payment of:
24
25
26
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Ord13441doc-DEC/bn
(1) interest on the Refunded Bonds as such becomes due on and prior to
the applicable Call Date; and
2
(2) the redemption price (1 00% of the principal amount) of the
3
4 Refunded Bonds on the applicable Call Date (or maturity date, in the case of
5 Refunded Bonds that are defeased to their maturity).
6 Such Acquired Obligations shall be purchased at a yield not greater than the
7 yield permitted by the Code and regulations relating to acquired obligations in
8
connection with refunding bond issues.
9
1 0 (b) Escrow Agent/Escrow Deposit Agreement. A beginning cash balance,
1 1 if any, and the Acquired Obligations shall be deposited irrevocably with the Escrow
12 Agent in an amount sufficient to defease the Refunded Bonds. The proceeds of the
13 Bonds remaining after acquisition of the Acquired Obligations and provision for the
14
necessary beginning cash balance shall be utilized to pay expenses of the
15
16 acquisition and safekeeping of the Acquired Obligations and costs of issuance of
1 7 the Bonds.
18 In order to carry out the purposes of this Section 7, the Finance Director is
19 authorized and directed to execute and deliver to the Escrow Agent, an Escrow
20
Deposit Agreement.
21
22 (c) Call for Redemption of Refunded Bonds. The City hereby sets aside
23 sufficient funds out of the purchase of Acquired Obligations from proceeds of the
24 Bonds to make the payments described above.
25
26
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Ord13441doc-DEC/bn
The City hereby calls the Refunded Bonds to be redeemed for redemption
on their respective Call Date in accordance with the provisions of the 2001 Bond
2
Ordinance and the 2004 Bond Ordinance authorizing the redemption and retirement
3
4 of the 2001 Bonds and the 2004 Bonds, as applicable, prior to their fixed maturities.
5 Said defeasance and call for redemption of the Refunded Bonds shall be
6 irrevocable after the issuance of the Bonds and delivery of the Acquired Obligations
7 to the Escrow Agent.
8
The Escrow Agent is hereby authorized and directed to provide for the giving
9
1 0 of notices of the defeasance and/or redemption of the Refunded Bonds in
1 1 accordance with the applicable provisions of the 2001 Bond Ordinance and the
1 2 2004 Bond Ordinance, as applicable. The costs of publication of such notices shall
1 3 be an expense of the City.
14
The Escrow Agent is hereby authorized and directed to pay to the Finance
1 5
16 Director, or, at the direction of the Finance Director, to the paying agent for the
1 7 Refunded Bonds, sums sufficient to pay, when due, the payments specified in this
18 Section 7. All such sums shall be paid from the moneys and Acquired Obligations
19 deposited with the Escrow Agent, and the income therefrom and proceeds thereof.
20
All such sums so paid to or to the order of the Finance Director shall be credited to
21
22 the Refunding Account. All moneys and Acquired Obligations deposited with the
23 Escrow Agent and any income therefrom shall be held, invested (but only at the
24 direction of the Finance Director) and applied in accordance with the provisions of
25
26
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OrdI3441doc-DEC/bn
this ordinance and with the laws of the State of Washington for the benefit of the
City and owners of the Refunded Bonds.
2
The City will take such actions as are found necessary to see that all
3
4 necessary and proper fees, compensation and expenses of the Escrow Agent for
5 the Refunded Bonds shall be paid when due.
6 Section 8. Tax Covenants. The City covenants that it will not take or permit
7 to be taken on its behalf any action that would adversely affect the exemption from
8
federal income taxation of the interest on the Bonds and will take or require to be
9
10 taken such acts as may reasonably be within its ability and as may from time to
1 1 time be required under applicable law to continue the exemption from federal
12 income taxation of the interest on the Bonds.
1 3 (a) Arbitrage Covenant. Without limiting the generality of the foregoing,
14
the City covenants that it will not take any action or fail to take any action with
1 5
1 6 respect to the proceeds of sale of the Bonds or any other funds of the City which
1 7 may be deemed to be proceeds of the Bonds pursuant to Section 148 of the Code
18 and the regulations promulgated thereunder which, if such use had been
19 reasonably expected on the dates of delivery of the Bonds to the initial purchasers
20
thereof, would have caused the Bonds to be treated as "arbitrage bonds" within the
21
22 meaning of such term as used in Section 148 of the Code. The City will comply with
23 the requirements of Section 148 of the Code and the applicable regulations
24 thereunder throughout the term of the Bonds.
25
26
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Ord13441doc-DEC/bn
(b) Private Person Use Limitation for Bonds. The City covenants that for
as long as the Bonds are outstanding, it will not permit:
2
(1) More than 1 0% of the Net Proceeds of the Bonds to be
3
4 allocated to any Private Person Use; and
5 (2) More than 1 0% of the principal or interest payments on the
6 Bonds in a Bond Year to be directly or indirectly: (A) secured by any interest in
7 property used or to be used for any Private Person Use or secured by payments in
8
respect of property used or to be used for any Private Person Use, or (B) derived
9
1 0 from payments (whether or not made to the City) in respect of property, or borrowed
1 1 money, used or to be used for any Private Person Use.
12 The City further covenants that, if:
1 3 (3) More than five percent of the Net Proceeds of the Bonds are
14
allocable to any Private Person Use; and
1 5
16 (4) More than five percent of the principal or interest payments on
1 7 the Bonds in a Bond Year are (under the terms of this ordinance or any underlying
18 arrangement) directly or indirectly:
19 (A) secured by any interest in property used or to be used
20
for any Private Person Use or secured by payments in respect of property used or
21
22 to be used for any Private Person Use, or
23 (B) derived from payments (whether or not made to the City)
24 in respect of property, or borrowed money, used or to be used for any Private
25 Person Use, then, (i) any Private Person Use of the projects described in
26
@- 1 -28-
OW3443.doc-DEC/bn
subsection (3) hereof or Private Person Use payments described in subsection (4)
hereof that is in excess of the five percent limitations described in such
2
subsections (3) or (4) will be for a Private Person Use that is related to the state or
3
4 local governmental use of the projects refunded by the proceeds of the Bonds; and
5 (ii) any Private Person Use will not exceed the amount of Net Proceeds of the
6 Bonds allocable to the state or local governmental use portion of the projects(s) to
7 which the Private Person Use of such portion of the projects refunded by the
8
proceeds of the Bonds relate. The City further covenants that it will comply with
9
10 any limitations on the use of the projects refunded by the proceeds of the Bonds by
1 1 other than state and local governmental users that are necessary, in the opinion of
12 its bond counsel, to preserve the tax exemption of the interest on the Bonds.
13 (c) Modification of Tax Covenants. The covenants of this section are
14
specified solely to assure the continued exemption from regular income taxation of
1 5
16 the interest on the Bonds. To that end, the provisions of this section may be
1 7 modified or eliminated without any requirement for formal amendment thereof upon
18 receipt of an opinion of the City's bond counsel that such modification or elimination
1 9 will not adversely affect the tax exemption of interest on any Bonds.
20
(d) The City hereby does not designate the Bonds as "qualified tax-
21
22 exempt obligations" under Section 265(b)(3) of the Code for investment by financial
23 institutions.
24 Section 9. Bond Fund and Provision for Tax Levy Payments. The City
25 hereby authorizes the creation of a fund to be used for the payment of debt service
26
on the Bonds, designated as the "City of Tacoma Limited Tax General Obligation
-29-
OrdI3441doc-DEC/bn
Bond Debt Service Fund, 2013" (the "Bond Fund"). No later than the date each
2
payment of principal of or interest on the Bonds becomes due, the City shall
3
4 transmit sufficient funds, from the Bond Fund or from other legally available
,5 sources, to the Bond Registrar for the payment of such principal or interest. Money
6 in the Bond Fund may be invested in legal investments for City funds.
7 The City hereby irrevocably covenants and agrees for as long as any of the
8
Bonds are outstanding and unpaid that each year it will include in its budget and
9
1 0 levy an ad valorem tax upon all the property within the City subject to taxation in an
1 1 amount that will be sufficient, together with all other revenues and money of the City
12 legally available for such purposes, to pay the principal of and interest on the Bonds
1 3 when due. To the extent permitted by law, Lodging Taxes are also pledged to
14
payment of principal of and interest on the Bonds issued to refund the 2004
1 5
16 Refunding Candidates, and the City covenants to levy the Lodging Taxes at the
1 7 maximum rate permitted by law so long as such Bonds remain outstanding.
1 8 The City hereby irrevocably pledges that the annual taxes provided for
19 herein to be levied for the payment of such principal and interest shall be within and
20
as a part of the tax levy permitted to cities without a vote of the people, and that a
21
22 sufficient portion of each annual levy to be levied and collected by the City prior to
23 the full payment of the principal of and interest on the Bonds will be and is hereby
24 irrevocably set aside, pledged and appropriated for the payment of the principal of
25 and interest on the Bonds. The full faith, credit and resources of the City are
26
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Ord13441doc-DEC/bn
hereby irrevocably pledged for the annual levy and collection of said taxes and for
2
the prompt payment of the principal of and interest on the Bonds when due.
3
4 Section 1 0. Defeasance. In the event that the City, to effect the payment,
5 retirement or redemption of any Bond, sets aside in the Bond Fund or in another
6 special account, cash or noncallable Government Obligations, or any combination
7 of cash and/or noncallable Government Obligations, in amounts and maturities
8
which, together with the known earned income therefrom, are sufficient to redeem
9
10 or pay and retire such Bond in accordance with its terms and to pay when due the
1 1 interest and redemption premium, if any, thereon, and such cash and/or noncallable
12 Government Obligations are irrevocably set aside and pledged for such purpose,
1 3 then no further payments need be made into the Bond Fund for the payment of the
14
principal of and interest on such Bond. The owner of a Bond so provided for shall
1 5
16 cease to be entitled to any lien, benefit or security of this ordinance except the right
1 7 to receive payment of principal, premium, if any, and interest from the Bond Fund or
18 such special account, and such Bond shall be deemed to be not outstanding under
19 this ordinance.
20
The City shall give written notice of defeasance to the owners of all Bonds so
21
22 provided for within 30 days of the defeasance and to each party entitled to receive
23 notice in accordance with Section 12.
24
25
26
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Ord13441doc-DEC/bn
Section 1 1. Sale of Bonds.
2
(a) Bond Sale. The Bonds shall be sold at negotiated sale to the
3
4 Underwriter pursuant to the terms of the Bond Purchase Contract. The Underwriter
5 has advised the Council that market conditions are fluctuating and, as a result, the
6 most favorable market conditions may occur on a day other than a regular meeting
7 date of the Council. The Council has determined that it would be in the best
8
interest of the City to delegate to the Designated Representative for a limited time
9
10 the authority to approve the final interest rates, aggregate principal amount,
1 1 principal amounts of each maturity of the Bonds, selection of the Refunded Bonds,
12 selection of the applicable Call Date, and redemption rights.
1 3 The Designated Representative is hereby authorized to designate a portion
14
or all of the Refunding Candidates as Refunded Bonds, and to approve the final
1 5
16 interest rates, aggregate principal amount, principal amounts of each maturity of the
1 7 Bonds, redemption rights for the Bonds and Call Dates for the Refunded Bonds in
18 the manner provided hereafter so long as (i) the aggregate principal amount of the
1 9 Bonds does not exceed $45,630,000, (ii) the final maturity date for the Bonds is no
20
later than December 1, 2034, (iii) the Bonds are sold (in the aggregate) at a price
21
22 not less than 1 00% and not greater than 130%, (iv) the Bonds are sold for a price
23 that results in an aggregate minimum net present value debt service savings over
24 the Refunded Bonds of at least 5.00%, (v) the true interest cost for the Bonds (in
25 the aggregate) does not exceed 4.50%; and (vi) the Bonds conform to all other
26
terms of this ordinance.
-32-
Ord13441doc-DEC/bn
In determining final interest rates, maturity dates, aggregate principal
2
amount, principal amounts of each maturity of the Bonds, terms of redemption and
3
4 redemption rights, the Designated Representative shall take into account those
5 factors that, in his or her judgment, will result in the lowest true interest cost on the
6 Bonds to their maturity or date of prior redemption, including, but not limited to,
7 current financial market conditions and current interest rates for obligations
8
comparable in tenor and quality to the Bonds. Subject to the terms and conditions
9
10 set forth in this section, the Designated Representative is hereby authorized to
1 1 execute the Bond Purchase Contract. The signature of one Designated
1 2 Representative shall be sufficient to bind the City.
13 Following the execution of the Bond Purchase Contract, the Designated
14
Representative shall provide a report to the City Council describing the final terms
15
16 of the Bonds approved pursuant to the authority delegated in this section. The
1 7 authority granted to the Designated Representative by this Section 1 1 shall expire
18 120 days after the effective date of this ordinance. If a Bond Purchase Contract for
19 the Bonds has not been executed within 120 days after the effective date of this
20
ordinance, the authorization for the issuance of the Bonds shall be rescinded and
21
22 the Bonds shall not be issued nor their sale approved unless such Bonds shall have
23 been reauthorized by ordinance of the City Council. The ordinance reauthorizing
24 the issuance and sale of such Bonds may be in the form of a new ordinance
25 repealing this ordinance in whole or in part or may be in the form of an amendatory
26
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Ord13441doc-DEC/bn
ordinance approving a bond purchase contract or establishing terms and conditions
2
for the authority delegated under this Section 1 1.
3
4 (b) Delivery of Bonds; Documentation. Upon the passage and approval
5 of this ordinance, the proper officials of the City, including the Finance Director and
6 City Manager, are authorized and directed to undertake all action necessary for the
7 prompt execution and delivery of the Bonds to the Underwriter and further to
8
execute all closing certificates and documents required to effect the closing and
9
10 delivery of the Bonds in accordance with the terms of this ordinance and the Bond
I I Purchase Contract.
12 (c) Preliminary and Final Official Statements. The Finance Director is
1 3 hereby authorized to ratify and to deem final the preliminary Official Statement
14
relating to the Bonds for the purposes of the Rule. The Finance Director is further
15
16 authorized to ratify and to approve for purposes of the Rule, on behalf of the City,
1 7 the final Official Statement relating to the issuance and sale of the Bonds and the
18 distribution of the final Official Statement pursuant thereto with such changes, if
19 any, as may be deemed by him or her to be appropriate.
20
Section 12. Undertaking to Provide Ongoing Disclosure.
21
22 (a) Contract/Undertaking. This section constitutes the City's written
23 undertaking for the benefit of the owners, including Beneficial Owners, of the Bonds
24 as required by Section (b)(5) of the Rule.
25 (b) Financial Statements/Operating Data. The City agrees to provide or
26
cause to be provided to the Municipal Securities Rulemaking Board ("MSRB") the
Ord13441doc-DEC/bn -34-
following annual financial information and operating data for the prior fiscal year
2
(commencing in 2013 for the fiscal year ended December 31, 2012):
3
4 1 Annual financial statements, which statements may or may not
5 be audited, showing ending fund balances for the City's general fund prepared in
6 accordance with the Budgeting Accounting and Reporting System prescribed by the
7 Washington State Auditor pursuant to RCW 43.09.200 (or any successor statute)
8
and generally of the type included in the official statement for the Bonds under the
9
10 heading "Comparative General Fund Statement of Revenues, Expenditures and
1 1 Changes in Fund Balance";
12 2. The assessed valuation of taxable property in the City;
1 3 3. Ad valorem taxes due and percentage of taxes collected;
14
4. Property tax levy rate per $1,000 of assessed valuation; and
1 5
16 5. Outstanding general obligation debt of the City.
1 7 Items 2-5 shall be required only to the extent that such information is not
18 included in the annual financial statements.
19 The information and data described above shall be provided on or before
20
nine months after the end of the City's fiscal year. The City's current fiscal year
21
22 ends December 31. The City may adjust such fiscal year by providing written
23 notice of the change of fiscal year to the MSRB. In lieu of providing such annual
24 financial information and operating data, the City may cross-reference to other
25 documents available to the public on the MSRB's internet website or filed with the
26
Commission.
-35-
Ord13441doc-DEC/bn
If not provided as part of the annual financial information discussed above,
the City shall provide to the MSRB the City's audited annual financial statements
2
prepared in accordance with the Budgeting Accounting and Reporting System
3
4 prescribed by the Washington State Auditor pursuant to RCW 43.09.200 (or any
5 successor statute) when and if available.
6 (c) Listed Events. The City agrees to provide or cause to be provided to
7 the MSRB, in a timely manner not in excess of ten business days after the
8
occurrence of the event, notice of the occurrence of any of the following events with
9
1 0 respect to the Bonds:
1 1 0 Principal and interest payment delinquencies;
1 2 0 Non-payment related defaults, if material;
13 0 Unscheduled draws on debt service reserves reflecting financial
14
difficulties;
1 5
16 0 Unscheduled draws on credit enhancements reflecting financial
1 7 difficulties;
18 0 Substitution of credit or liquidity providers, or their failure to perform;
1 9
0 Adverse tax opinions, the issuance by the Internal Revenue Service
20
21 of proposed or final determinations of taxability, Notices of Proposed Issue
22 (IRS Form 5701 JEB) or other material notices or determinations with respect to
23 the tax status of the Bonds, or other material events affecting the tax status of the
24 Bonds;
25
Modifications to the rights of Bondholders, if material;
26
(j -36-
OW3443.doc-DEC/bn
Bond calls, if material, and tender offers;
0 Defeasances;
|1013|
Release, substitution, or sale of property securing repayment of the
|1013|
4 Bonds, if material;
5 0 Rating changes;
6 0 Bankruptcy, insolvency, receivership or similar event of the City;
|1013|
* The consummation of a merger, consolidation, or acquisition involving
|1013|
9 the City or the sale of all or substantially all of the assets of the City, other than in
1 0 the ordinary course of business, the entry into a definitive agreement to undertake
1 1 such an action or the termination of a definitive agreement relating to any such
12 actions, other than pursuant to its terms, if material; and
13
Appointment of a successor or additional trustee or the change of
14
1 5 name of a trustee, if material.
16 The City shall promptly determine whether the events described above are
1 7 material.
18 Solely for purposes of disclosure, and not intending to modify this
19
undertaking, the City advises that no debt service reserves or property secures
20
21 payment of the Bonds.
22 (d) Format for Filings with the MSRB. All notices, financial information
23 and operating data required by this undertaking to be provided to the MSRB must
24 be in an electronic format as prescribed by the MSRB. All documents provided to
25
26
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OW3443.doc-DEC/bn
the MSRB pursuant to this undertaking must be accompanied by identifying
information as prescribed by the MSRB.
2
(e) Notification Upon Failure to Provide Financial Data. The City agrees
3
4 to provide or cause to be provided, in a timely manner, to the MSRB notice of its
5 failure to provide the annual financial information described in Subsection (b) above
6 on or prior to the date set forth in Subsection (b) above.
7 (f) Termination/Modification. The City's obligations to provide annual
8
financial information and notices of certain listed events shall terminate upon the
9
1 0 legal defeasance, prior redemption or payment in full of all of the Bonds. Any
1 1 provision of this section shall be null and void if the City (1) obtains an opinion of
12 nationally recognized bond counsel to the effect that the portion of the Rule that
1 3 requires that provision is invalid, has been repealed retroactively or otherwise does
14
not apply to the Bonds; and (2) notifies the MSRB of such opinion and the
1 5
cancellation of this section.
16
1 7 The City may amend this section with an opinion of nationally recognized
18 bond counsel in accordance with the Rule. In the event of any amendment of this
19 section, the City shall describe such amendment in the next annual report, and shall
20
include a narrative explanation of the reason for the amendment and its impact on
21
22 the type (or in the case of a change of accounting principles, on the presentation) of
23 financial information or operating data being presented by the City. In addition, if
24 the amendment relates to the accounting principles to be followed in preparing
25 financial statements, (A) notice of such change shall be given in the same manner
26
as for a listed event under Subsection (c), and (B) the annual report for the year in
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Ord13441doc-DEC/bn
which the change is made shall present a comparison (in narrative form and also, if
feasible, in quantitative form) between the financial statements as prepared on the
2
basis of the new accounting principles and those prepared on the basis of the
3
4 former accounting principles.
5 (g) Bond Owner's Remedies Under This Section. The right of any bond
6 owner or Beneficial Owner of Bonds to enforce the provisions of this section shall
7 be limited to a right to obtain specific enforcement of the City's obligations under
8
this section, and any failure by the City to comply with the provisions of this
9
10 undertaking shall not be an event of default with respect to the Bonds.
1 1 (h) No Default. Except as otherwise disclosed in the City's official
12 statement relating to the Bonds, the City is not and has not been in default in the
13 performance of its obligations of any prior undertaking for ongoing disclosure with
14
respect to its obligations.
1 5
16 Section 13. Lost, Stolen or Destroyed Bonds. In case any Bond or Bonds
1 7 shall be lost, stolen or destroyed, the Bond Registrar may execute and deliver a
1 8 new Bond or Bonds of like date, number and tenor to the Registered Owner thereof
1 9 upon the Registered Owner's paying the expenses and charges of the City and the
20
Bond Registrar in connection therewith and upon his/her filing with the City
21
22 evidence satisfactory to the City that such Bond was actually lost, stolen or
23 destroyed and of his/her ownership thereof, and upon furnishing the City and/or the
24 Bond Registrar with indemnity satisfactory to the City and the Bond Registrar.
25 Section 14. Severability; Ratification. If any one or more of the covenants or
26
agreements provided in this ordinance to be performed on the part of the City shall
Ord13441doc-DEC/bn -39- 1, 4- _; -
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
2
be deemed separable from the remaining covenants and agreements of this
3
4 ordinance and shall in no way affect the validity of the other provisions of this
5 ordinance or of the Bonds. All acts taken pursuant to the authority granted in this
6 ordinance but prior to its effective date are hereby ratified and confirmed.
7 Section 15. Effective Date. This ordinance shall take effect immediately
8
after publication.
9
10
1 1
12
1 3
14
1 5
16
1 7
18
19
20
21
22
23
24
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Ord13441doc-DEC/bn
INTRODUCED AND READ FOR THE FIRST TIME at a regular meeting of
the City Council held the 15th day of January, 2013.
2
PASSED by the City Council of the City of Tacoma, Washington, and
3
4 authenticated by its Mayor at a regular meeting of the Council held this 22nd day of
5 January, 2013.
6 Passed: ]AN 2 2 2013
7
8
-W*b L
Ma-yor
9
Attest:
10
11
12 City Clerk
13
14 Approved as to form and legality:
15 Pacifica Law Group LLP
16 Bond Counsel to the City of Tacoma
17 By
18
19
20
21
22
23
24
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Ord13443.doc-DEC/bn
CLERK'S CERTIFICATE
2 1, the undersigned, the duly chosen, qualified City Clerk of the City of
3 Tacoma, Washington, and keeper of the records of the Council (herein called the
4 "Council"), DO HEREBY CERTIFY:
5 1 That the attached Ordinance No.al"(herein called the "Ordinance")
6
is a true and correct copy of an Ordinance of the Council, as finally passed at a
7 @;@L -bs
8 regular meeting of the Council held on the ;Ah day of January, 2013, and duly
9 recorded in my office.
10 2. That said meeting was duly convened and held in all respects in
1 1 accordance with law, and to the extent required by law, due and proper notice of
1 2
such meeting was given; that a legal quorum was present throughout the meeting
1 3
1 4 and a legally sufficient number of members of the Council voted in the proper
1 5 manner for the passage of said Ordinance; that all other requirements and
1 6 proceedings incident to the proper adoption of said Ordinance have been duly
1 7 fulfilled, carried out and otherwise observed, and that I am authorized to execute
1 8
this certificate.
1 9
20 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
21 official seal of the City as of this Pfih day of January, 2013.
22
23
City Clerk
24 City of Tacoma, Washington
25
26
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Ord13441doc-DEC/bn
C1W CLERK USE ONLY
REQUEST F Request 15
0 Ja3;6 -
Tacoma IVED 14U
0 ORDINANCE El RE Ord./Res.
D Z
1. DATE: December 28, 2012 C111 Cl W ,
2. SPONSORED Bv: COUNCIL MEMBER(S) N/A -1 - . _@@l Arv V %II I
3a. REQUESTING 4a. CONTACT (for questions): PHONE:
DEPARTMENT/DivisION/PROGRAM Teresa Sedmak 591-5841
Finance Department
3b. "Do PASS" FROM [Committee Name]
F-1 Yes 4b. Person Presenting: PHONE:
El No Steve Call 591-5805
F1 To Committee as information only
Z Did not go before a Committee
3c. DID THIS ITEM GO BEFORE THE 4c. ATTORNEY: PHONE:
PUBLIC UTILITY BOARD? Debra Casparian 59 887
F-1 Yes, on
Not required
Division B ud@get Pfri@er@/FinaikceDj rector
5. REQUESTED COUNCIL DATE: January 15, 2013. \J
(If a specific council meeting date is required, explain why; i.e., grant application deadline, contract
expiration date, required contract execution date, public notice or hearing required, etc.)
6. SUMMARY AGENDA TITLE: (A concise sentence, as it will appear on the Council agenda.)
An Ordinance providing for the issuance of 2013 Limited Tax General Obligation ("LTGO") Refunding
Bonds, Series 2013 (the "Bonds") in an aggregate amount not to exceed $42,870,000 (estimated) to
refund a portion of the City's outstanding Limited Tax General Obligation Bonds, Series 2001 and
Series 2004, and to pay costs of issuance of the Bonds.
7. BACKGROUND INFORMATION/GENERAL DISCUSSION: (Why is this request necessary? Are there legal
requirements? What are the viable alternatives? Who has been involved in the process?)
Requesting approval by the City Council for the issuance of 2013 Limited Tax General Obligation
("LTGO") Refunding Bonds, Series 2013 (the "Bonds"). After due consideration, all or a portion of the
City's 2001 and 2004 Limited Tax General Obligation Bonds may be clefeased and/or refunded by the
proceeds of the Bonds to produce a savings to the City and its taxpayers of approximately $3.58 million
($3.48 million present value) over the term of the Bonds, subject to change with market conditions. The
expected savings of 7.6% of the refunded bonds exceeds the City's 5% debt service savings target.
The City is being advised on this transaction by Seattle-Northwest Securities (Financial Advisor),
Pacifica Law Group (Bond Counsel) and J. P. Morgan Securities, LLC (Underwriter). Council will
consider the adoption of a resolution authorizing the execution and delivery of a Bond Purchase
Agreement between the City and J.P. Morgan in which J.P. Morgan will commit to purchasing the Bonds
from the City at under certain terms, confirmed prices, yields and maturities. The Bonds are expected to
be priced, and the Bond Purchase Agreement executed, on January 29,2013. Closing on the
transaction is currently scheduled to occur on or about March 5, 2013.
cotc1erk\fornts\ ReqziestResolittionOrditiance.doc Office of the City Clerk (0312312009)
CITY CLERK USE ONLY
Request 3 q @=;@
Ord/Res 2812G
FISCAL NOTE
Each piece of legislation that has a financial impact or creates positions authority requires a fiscal note. After preparation
by departmental staff, the Budget and Research Division will review the fiscal note and make any necessary revisions before
transmittal to the Legal Department for legislation preparation.
DEPARTMENT: CONTACT PERSONTHONE: OMBA CONSULTANT/PHONE:
Finance Steve Call 591-5805
Is it currently budgeted? R Yes F] No
Is this a grant? Yes R No If Yes, F-1 Operating F-1 Capital
EXPENDITURES:
FUND NAME & NUMBER COST CENTER WBS ACCOUNT 2013-2014 EXPENDITURES
TOTAL
*General Fund: Include Department
Purpose:
REVENUES:
FUND NAME & NUMBER COST CENTER WBS ACCOUNT 2013-2014 REVENUES
TOTAL
Notes:
POSITION IMPACT:
POSITION TITLE PERMANENT/PROJECT/ POSIT [ON END DATE 2013 F1rE FuTuRE F1rE
TEMPORARY POSITION
Totalpositions created or abrogated through this legislation, including FTE impact. FTE impactfor temporary employees
is estimated.
LONG-TERM FINANCIAL IMPACT OF LEGISLATION:
Z7
cotclerk \forms \ ReqiiestResolittionOrdinance.doc Office qf the Cihj Clerk (03/23/12'009)
Ordinance No. ?-(p
First Reading of Ordinance: JA-tl@ 15" LO F@5
Final Reading of Ordinance: IAN 2 2 2013
Passed: 'AN 2 2 2013
Jr,4111 - - -
Roll Call Vote:
MEMBERS AYES NAYS ABSTAIN ABSENT
Mr. Boe
Mr. Campbell VI"
Mt -Fey-- VI'
Mr. Ibsen
Mr. Lonergan
Mr. Mello V-1
Ms. Walker VI-
Ms. Woodards VI"
Mayor Strickland v,
MEMBERS AYES NAYS ABSTAIN ABSENT
Mr. Boe
Mr. Campbell
Mr. Fey
Mr. Ibsen
Mr. Lonergan
Mr. Mello
Ms. Walker
Ms. Woodards
Mayor Strickland
Occagenda@agenda procedures and forms@ordinancevotingrecorddoc