Req.#10073
SUBSTITUTE
O"INANCE NO. 27249
2 AN ORDINANCE authorizing the sale of limited tax general obligation bonds, in
the aggregate principal amount of not to exceed $56,000,000, for the
3 purpose of refinancing costs of acquiring land for and constructing the
City's new regional Convention Center; providing the form and certain
4 terms of the bonds; and authorizing ongoing disclosure in connection with
the bonds.
5
6 WHEREAS the City has acquired property for and commenced
7 construction of a new regional convention center ("Convention Center'), and
8 WHEREAS pursuant to RCW 67.28 and Ordinance Nos. 26065, 23934,
9 and 19129, the City has levied a lodging tax at the rate of 7 percent, which may
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be used to pay the cost of developing tourism-related facilities, and
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12 WHEREAS pursuant to Ordinance No. 26954, passed by the City
13 Council on June 4, 2002, the City authorized its Limited Tax General Obligation
14 Bond Anticipation Notes (Tax-Exempt Commercial Paper), Series 2B ("2002
15 LTGO Notes") to finance costs of the Convention Center and related support
16 facilities, including parking facilities, and
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WHEREAS the City now desires to refinance costs of the Convention
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Center paid from proceeds of a portion of the 2002 LTGO Notes, and
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20 WHEREAS it appears to the City Council that it is in the best interest of
21 the City that limited tax general obligation bonds be issued, in the aggregate
22 principal amount of not to exceed $56,000,000, to effect such refinancing;
23 Now, Therefore,
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LEG 004 (11/89)
BE IT ORDAINED BY THE CITY OF TACOMA:
Section 1. Definitions. Unless the context otherwise requires, the
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following terms shall have the following meanings:
3
4 "Arbitrage and Tax Certificate" means the Tax and Arbitrage Certificate
signed by the City on the date of closing of the Bonds.
5
6 "Bond Fund" means "City of Tacoma Limited Tax General Obligation
7 Bond Redemption Fund, 2004" created by Section 6.
8 "Bond Insurance Policy" means the municipal bond insurance policy
9 issued by the Insurer, if any, insuring the payment when due of the principal of
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and interest on the Bonds as provided therein.
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12 "Bond Register" means the registration records for the Bonds maintained
13 by the Bond Registrar.
14 "Bond Registrar" means the fiscal agency of the state of Washington, in
15 New York, New York, for the purposes of registering and authenticating the
16 Bonds, maintaining the Bond Register, effecting transfer of ownership of the
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Bonds, and paying principal of and interest on the Bonds.
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19 "Bonds" means the not-to-exceed $56,000,000 principal amount of City
20 of Tacoma, Washington, Limited Tax General Obligation Bonds, 2004, issued
21 pursuant to this ordinance.
22 "City" means the City of Tacoma, Washington, a municipal corporation
23 duly organized and existing under the laws of the State of Washington.
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LEG 004 (11/89)
"Code" means the Internal Revenue Code of 1986, as amended,
together with corresponding and applicable final, temporary or proposed
2
regulations and revenue rulings issued or amended by the United States
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4 Treasury Department or the Internal Revenue Service, to the extent applicable
5 to the Bonds.
6 "Commission" means the Securities and Exchange Commission.
7 "Convention Center Project" means the design, acquisition, financing,
8 construction, and rehabilitation of the Convention Center, together with off-site
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improvements and related regional center projects (as defined in
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RCW 35.57.020) approved from time to time by resolution of the Council.
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12 "Council" means the general legislative authority of the City.
13 "DTC" means The Depository Trust Company of New York, as depository
14 for the Bonds, or any successor or substitute depository for the Bonds.
15 "Insurer" means MBIA Insurance Corporation, a stock insurance
16 company incorporated under the laws of the State of New York, and shall
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include any successors.
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19 "Letter of Representations" means the Blanket Letter of Representations
20 from the City to DTC.
21 "Lodging Taxes" means all lodging taxes levied and received by the City,
22 pursuant to RCW 67.28.181.
23 "MSRB" means the Municipal Securities Rulemaking Board or any
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successor to its functions.
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Ord 1 0073sub.doc-S1V/1ad/BOND
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LEG 004 (11/89)
"NRMSIR" means a nationally recognized municipal securities
information repository.
2
"Registered Owner" means the person in whose name a Bond is
3
registered on the Bond Register. For so long as the City utilizes the book-entry
4
5 system for the Bonds, DTC shall be deemed to be the Registered Owner.
6 "Rule" means the Commission's Rule 15c2-12 under the Securities
7 Exchange Act of 1934.
8 "Sale Resolution" means a resolution of the Council approving the sale of
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the Bonds, in accordance with Section 13.
10
"SID" means a state information depository for the State of Washington
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12 (if one is created).
13 "Term Bonds" means any Bonds designated by the successful bidder
14 therefor as term bonds in the bid submitted for such Bonds.
15 Section 2. Plan of Finance. That the City hereby finds and confirms that
16 the public interest, welfare, and benefit of the inhabitants of the City require that
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the City complete the Convention Center Project, and such Convention Center
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19 Project is hereby authorized. The estimated aggregate cost of the Convention
20 Center Project is $108,412,000. The City wishes to proceed to refinance
21 $56,000,000 of the cost of the Convention Center Project previously financed
22 with the proceeds of a portion of the 2002 LTGO Notes.
23 Section 3. Authorization of Bonds. That the City shall issue and sell the
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Bonds in the aggregate principal amount of not to exceed $56,000,000 to
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26 refinance costs of the Convention Center Project and pay costs of issuing the
Ord 1 0073sub.doc-S1V/1ad/BOND
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LEG 004 (11/89)
Bonds. The Bonds shall be general obligations of the City; shall be designated
"City of Tacoma, Washington, Limited Tax General Obligation Bonds, 2004";
2
shall be dated as of their date of delivery or such other date set forth in the Sale
3
Resolution; shall be issued in fully registered form in the denomination of
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5 $5,000 or any integral multiple thereof, provided that no Bond shall represent
6 more than one maturity; shall be numbered separately and in such manner and
7 with any additional designation as the Bond Registrar deems necessary for
8 purposes of identification and control; shall bear interest (calculated based on a
9 360-day year of 12 30-day months) at the rates set forth in the Sale Resolution,
10
until the Bonds have been paid or their payment duly provided for, payable on
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1 2 June 1, 2005, and semiannually thereafter on the first day of each June and
1 3 December and shall mature on December 1 of each year as established in the
14 Sale Resolution.
1 5 Section 4. Registration, Exchange, and Payments.
1 6 A. Registrar/Bond Register. The City hereby adopts the system
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of registration approved by the Washington State Finance Committee, which
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19 utilizes the fiscal agencies of the State of Washington in New York, New York,
20 as registrar, authenticating agent, paying agent and transfer agent (collectively,
21 the "Bond Registrar"). The Bond Registrar shall keep, or cause to be kept, at its
22 principal corporate trust office, sufficient records for the registration and transfer
23 of the Bonds ("Bond Register'), which shall be open to inspection by the City.
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The Bond Registrar is authorized, on behalf of the City, to authenticate and
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26 deliver Bonds transferred or exchanged in accordance with the provisions of
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LEG 004 (11/89)
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
2
responsible for its representations contained in the Certificate of Authentication
3
on the Bonds.
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5 B. Registered Ownership. The City and the Bond Registrar may
6 deem and treat the Registered Owner of each Bond as the absolute owner for
7 all purposes, and neither the City nor the Bond Registrar shall be affected by
8 any notice to the contrary. Payment of any such Bond shall be made only as
9 described in Section 4.H, but such registration may be transferred as herein
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provided. All such payments made as described in Section 4.H shall be valid
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12 and shall satisfy the liability of the City upon such Bond to the extent of the
13 amount or amounts so paid.
14 C. IDTC Acceptance/Letter of Representations. The Bonds shall
15 initially be held in fully immobilized form by IDTC acting as depository. To
16 induce IDTC to accept the Bonds as eligible for deposit at IDTC, the City has
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executed and delivered to IDTC a Blanket Issuer Letter of Representations (the
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19 "Letter of Representations")-
20 Neither the City nor the Bond Registrar will have any responsibility or
21 obligation to IDTC participants or the persons for whom they act as nominees
22 with respect to the Bonds for the accuracy of any records maintained by IDTC or
23 any DTC participant, the payment by IDTC or any IDTC participant of any
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amount in respect of the principal of or interest on Bonds, any notice that is
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26 permitted or required to be given to Registered Owners under this ordinance
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LEG 004 (11/89)
(except such notices as shall be required to be given by the City to the Bond
Registrar or to DTC), the selection by DTC or any DTC participant of any
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person to receive payment in the event of a partial redemption of the Bonds, or
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4 any consent given or other action taken by DTC as the Registered Owner. For
5 so long as any Bonds are held in fully immobilized form hereunder, DTC or its
6 successor depository shall be deemed to be the Registered Owner for all
7 purposes, and all references in this ordinance to the Registered Owners shall
8 mean DTC or its nominee and shall not mean the owners of any beneficial
9
interest in any Bonds.
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D. Use of Depository.
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12 1. The Bonds shall be registered initially in the name of
13 CEDE & Co., as nominee of DTC, with a single Bond for each maturity in a
14 denomination equal to the total principal amount of such maturity. Registered
15 ownership of such immobilized Bonds, or any portions thereof, may not
16 thereafter be transferred except (i) to any successor of DTC or its nominee,
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provided that any such successor shall be qualified under any applicable laws
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19 to provide the service proposed to be provided by it; (ii) to any substitute
20 depository appointed by the City pursuant to subsection 2 below or such
21 substitute depository's successor; or (iii) to any person as provided in
22 subsection 4 below.
23 2. Upon the resignation of DTC or its successor (or any
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substitute depository or its successor) from its functions as depository or a
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26 determination by the City to discontinue the system of book entry transfers
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LEG 004 (11/89)
through DTC or its successor (or any substitute depository or its successor), the
City may appoint a substitute depository. Any such substitute depository shall
2
be qualified under any applicable laws to provide the services proposed to be
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provided by it.
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5 3. In the case of any transfer pursuant to clause (i) or (ii) 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 City, issue a single new
8 Bond for each maturity then outstanding, registered in the name of such
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successor or substitute depository, or its nominee, all as specified in such
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written request of the City.
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1 2 4. In the event that (i) DTC or its successor (or substitute
1 3 depository or its successor) resigns from its functions as depository, and no
14 substitute depository can be obtained, or (ii) the City determines that it is in the
1 5 best interest of the beneficial owners of the Bonds that the Bonds be provided
16 in certificated form, the ownership of such Bonds may then be transferred to
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any person or entity as herein provided, and shall no longer be held in fully
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19 immobilized form. The City shall deliver a written request to the Bond Registrar,
20 together with a supply of definitive Bonds in certificated form, to issue Bonds in
21 any authorized denomination. Upon receipt by the Bond Registrar of all then
22 outstanding Bonds, together with a written request on behalf of the City to the
23 Bond Registrar, new Bonds shall be issued in the appropriate denominations
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and registered in the names of such persons as are provided in such written
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request.
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LEG 004 (11/89)
E. Transfer or Exchange of Registered Ownership; Change in
Denominations. The registered ownership of any Bond may be transferred or
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exchanged, but no transfer of any Bond shall be valid unless it is surrendered to
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4 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, a new Bond (or
9 Bonds at the option of the new Registered Owner) of the same date, maturity
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and interest rate and for the same aggregate principal amount in any authorized
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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
14 exchange for such surrendered and canceled Bond. Any Bond may be
15 surrendered to the Bond Registrar and exchanged, without charge, for an equal
16 aggregate principal amount of Bonds of the same date, maturity and interest
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rate, in any authorized denomination. The Bond Registrar shall not be
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19 obligated to transfer or exchange any Bond during a period beginning at the
20 opening of business on the 15th day of the month next preceding any interest
21 payment date and ending at the close of business on such interest payment
22 date, or, in the case of any proposed redemption of the Bonds, after the mailing
23 of notice of the call of such Bonds for redemption.
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Ord 1 0073sub.doc-SIV/Iad/BOND
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LEG 004 (11/89)
F. Bond Registrar's Ownership of Bonds. The Bond Registrar
may become the Registered Owner of any Bond with the same rights it would
2 have if it were not the Bond Registrar, and to the extent permitted by law, may
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act as depository for and permit any of its officers or directors to act as member
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5 of, or in any other capacity with respect to, any committee formed to protect the
6 rights of the Registered Owners of the Bonds.
7 G. Registration Covenant. The City covenants that, until all
8 Bonds have been surrendered and canceled, it will maintain a system for
9 recording the ownership of each Bond that complies with the provisions of
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Section 149 of the Code.
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12 H. Place and Medium of Payment. Both principal of and interest
13 on the Bonds shall be payable in lawful money of the United States of America.
14 For so long as all Bonds are in fully immobilized form, payments of principal and
15 interest shall be made as provided in accordance with the operational
16 arrangements of IDTC referred to in the Letter of Representations. In the event
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that the Bonds are no longer in fully immobilized form, interest on the Bonds
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19 shall be paid by check or draft mailed to the Registered Owners at the
20 addresses for such Registered Owners appearing on the Bond Register on the
21 15th day of the month preceding the interest payment date, and principal of the
22 Bonds shall be payable upon presentation and surrender of such Bonds by the
23 Registered Owners at the principal office of the Bond Registrar; provided,
24 however, that if so requested in writing by the Registered Owner of at least
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Ord 1 0073sub.doc-S1V/1ad/BOND
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LEG 004 (11/89)
$1,000,000 principal amount of Bonds, interest will be paid by wire transfer on
the date due to an account with a bank located within the United States.
2
Section 5. Redemption and Purchases.
3
A. Optional Redemption. The City reserves the right to redeem
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5 the Bonds prior to their maturing as set forth in the Sale Resolution. If less than
6 all of the Bonds subject to optional redemption are called for redemption, then
7 the City shall choose the maturities to be redeemed. If less than a whole of a
8 maturity is called for redemption, the Bonds to be redeemed shall be chosen
9 randomly in integral multiples of $5,000 by the Bond Registrar or, so long as the
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Bonds are registered in the name of CEDE & Co. or its registered assign, by
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DTC.
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13 B. Mandatory Redemption. The Bonds designated as Term
14 Bonds in the bid of the successful bidder shall be subject to mandatory
15 redemption as set forth and as approved by the Sale Resolution.
16 C. Partial Redemption. If less than all of the principal amount of
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any Bond is redeemed, upon surrender of such Bond at the principal office of
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19 the Bond Registrar, there shall be issued to the registered owner, without
20 charge, for the then unredeemed balance of the principal amount, a new Bond
21 or Bonds, at the option of the registered owner, of like maturity and interest rate
22 in any authorized denomination.
23 D. Notice of Redemption. Written notice of any redemption of
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Bonds shall be given by the Bond Registrar on behalf of the City by first class
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26 mail, postage prepaid, not less than 30 days nor more than 60 days before the
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LEG 004 (11/89)
redemption date to the registered owners of Bonds that are to be redeemed at
their last addresses shown on the Bond Register. So long as the Bonds are in
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book-entry form, notice of redemption shall be given as provided in the Letter of
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4 Representations. The Bond Registrar shall provide additional notice of
5 redemption (at least 30 days) to each NRIVISIR and SID, if any, in accordance
6 with Section 15.
7 The requirements of this section shall be deemed complied with when
8 notice is mailed, whether or not it is actually received by the owner.
9 Each notice of redemption shall contain the following information: (1) the
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redemption date, (2) the redemption price, (3) if less than all outstanding Bonds
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12 are to be redeemed, the identification (and, in the case of partial redemption,
13 the principal amounts) of the Bonds to be redeemed, (4) that on the redemption
14 date the redemption price will become due and payable upon each Bond or
15 portion called for redemption, and that interest shall cease to accrue from the
16 redemption date, (5) that the Bonds are to be surrendered for payment at the
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principal office of the Bond Registrar, (6) the CUSIP numbers of all Bonds being
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19 redeemed, (7) the date of the Bonds, (8) the rate of interest for each Bond
20 being redeemed, (9) the date of the notice, and (1 0) any other information
21 needed to identify the Bonds being redeemed.
22 Upon the payment of the redemption price of Bonds being redeemed,
23 each check or other transfer of funds issued for such purpose shall bear the
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CUSIP number identifying, by issue and maturity, the Bonds being redeemed
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with the proceeds of such check or other transfer.
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LEG 004 (11/89)
D. Effect of Redemption. Unless the City has revoked a notice of
redemption, the City shall transfer to the Bond Registrar amounts that, in
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addition to other money, if any, held by the Bond Registrar, will be sufficient to
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redeem, on the redemption date, all the Bonds to be redeemed. From the
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5 redemption date, interest on each Bond to be redeemed shall cease to accrue.
6 E. Amendment of Notice Provisions. The foregoing notice
7 provisions of this section, including but not limited to the information to be
8 included in redemption notices and the persons designated to receive notices,
9 may be amended by additions, deletions and changes in order to maintain
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compliance with duly promulgated regulations and recommendations regarding
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12 notices of redemption of municipal securities.
13 F. Purchase. The City reserves the right to purchase any of the
14 Bonds for cancellation at any time and at any price.
15 Section 6. Creation of Bond Fund and Provision for Tax Levy Payments.
16 A special fund of the City known as the "City of Tacoma Limited Tax General
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Obligation Bond Redemption Fund, 2004" ("Bond Fund"), is hereby authorized
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and directed to be created in the office of the Finance Director. The Bond Fund
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20 shall be drawn upon for the sole purpose of paying the principal of and interest
21 on the Bonds.
22 The City hereby irrevocably covenants for as long as any of the Bonds
23 are outstanding and unpaid that each year it will include in its budget and levy
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an ad valorem tax, within and as a part of the levy permitted to cities without a
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26 vote of the people, upon all the property within the City subject to taxation in an
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LEG 004 (11/89)
amount which will be sufficient, together with other legally available money
including Lodging Taxes, to pay the principal of and interest on the Bonds when
2
due. All of such taxes and any of such other money so collected shall be paid
3
4 into the Bond Fund. None of the money in the Bond Fund shall be used for any
5 purpose other than the payment of the principal of and interest on the Bonds.
6 Money in the Bond Fund not needed to pay the interest or principal next coming
7 due may temporarily be deposited in such institutions or invested in such
8 obligations as may be lawful for the investment of City money. Any interest or
9 earnings from the investment of such money shall be deposited in the Bond
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Fund.
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12 The City hereby irrevocably pledges that a sufficient portion of each
13 annual levy to be levied and collected by the City prior to the full payment of the
14 principal of and interest on the Bonds will be and is hereby irrevocably set
15 aside, pledged and appropriated for the payment of the principal of and interest
16 on the Bonds. The Lodging Taxes are also pledged to payment of principal of
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and interest on the Bonds and the City covenants to levy the Lodging Taxes at
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19 the maximum rate permitted by law so long as the Bonds remain outstanding.
20 The full faith, credit and resources of the City are hereby irrevocably pledged for
21 the annual levy and collection of such taxes and for the prompt payment of the
22 principal of and interest on the Bonds when due.
23 Section 7. Bonds Deemed to Be No Longer Outstanding. In the event
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that the City, in order to effect the payment, retirement or redemption of any
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26 Bond, sets aside in the Bond Fund or in another special account, held in trust
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LEG 004 (11/89)
by a trustee, cash or noncallable government obligations, as such obligations
are now or hereafter defined in RCW 39.53, or any combination of cash and/or
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noncallable government obligations, in amounts and maturities which, together
3
4 with the known earned income therefrom, are sufficient to redeem or pay and
5 retire such Bond in accordance with its terms and to pay when due the interest
6 and redemption premium, if any, thereon, and such cash and/or noncallable
7 government obligations are irrevocably set aside and pledged for such purpose,
8 then no further payments need be made into the Bond Fund for the payment of
9
the principal of and interest on such Bond. The owner of a Bond so provided
10
for shall cease to be entitled to any lien, benefit or security of this ordinance
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12 except the right to receive payment of principal, premium, if any, and interest
13 from such special account, and such Bond shall be deemed to be not
14 outstanding under this ordinance. In connection with any defeasance of the
15 Bonds, the Insurer shall be provided with an opinion of bond counsel that the
16 Bonds have been legally defeased under this Ordinance. In addition, the City
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shall provide the Insurer with 15 business days' prior written notice of any
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19 advance refunding of the Bonds, as well as a copy of any verification report
20 regarding the sufficiency of the escrow established to accomplish any
21 defeasance of the Bonds.
22 The City shall provide, or cause to be provided, written notice of
23 defeasance to the owners of all Bonds so provided for within 30 days of the
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closing date and to the SID, if any, and to each NRMSIR or to the MSRB in
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accordance with Section 15.
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LEG 004 (11/89)
Section 8. Tax Covenant. The City covenants to take all actions required
to maintain the tax-exempt status of interest on the Bonds under Section 103 of
2
the Code, as set forth in the Arbitrage and Tax Certificate.
3
Section 9. Lost or Destroyed Bonds. If any Bonds are lost, stolen or
4
5 destroyed, the Bond Registrar may authenticate and deliver a new Bond or
6 Bonds of like amount, maturity and tenor to the Registered Owner upon the
7 owner paying the expenses and charges of the Bond Registrar and the City in
8 connection with preparation and authentication of the replacement Bond or
9 Bonds and upon his or her filing with the Bond Registrar and the City evidence
10
satisfactory to both that such Bond or Bonds were actually lost, stolen or
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12 destroyed and of his or her ownership, and upon furnishing the City and the
13 Bond Registrar with indemnity satisfactory to both.
14 Section 1 0. Form of the Bonds. The Bonds shall be in substantially the
15 following form:
16 STATEMENT OF INSURANCE
17
IVIBIA Insurance Corporation (the "Insurer") has issued a policy
18 containing the following provisions, such policy being on file at the City.
19 The Insurer, in consideration of the payment of the premium and
20 subject to the terms of this policy, hereby unconditionally and irrevocably
guarantees to any owner, as hereinafter defined, of the following
21 described obligations, the full and complete payment required to be made
by or on behalf of the City to the Bank of New York, New York,_or its
22 successor (the "Paying Agent") of an amount equal to (i) the principal of
23 (either at the stated maturity or by any advancement of maturity pursuant
to a mandatory sinking fund payment) and interest on, the Obligations (as
24 that term is defined below) as such payments shall become due but shall
not be so paid (except that in the event of any acceleration of the due date
25 of such principal by reason of mandatory or optional redemption or
acceleration resulting from default or otherwise, other than any
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LEG 004 (11/89)
advancement of maturity pursuant to a mandatory sinking fund payment,
I the payments guaranteed hereby shall be made in such amounts and at
such times as such payments of principal would have been due had there
2 not been any such acceleration); and (H) the reimbursement of any such
payment which is subsequently recovered from any owner pursuant to a
3 final judgment by a court of competent jurisdiction that such payment
constitutes an avoidable preference to such owner within the meaning of
4 any applicable bankruptcy law. The amounts referred to in clauses (i) and
5 (ii) of the preceding sentence shall be referred to herein collectively as the
"Insured Amounts." "Obligations" shall mean:
6
7 CITY OF TACOMA
LIMITED TAX GENERAL OBLIGATION BONDS, 2004
8
9 Upon receipt of telephonic or telegraphic notice, such notice
subsequently confirmed in writing by registered or certified mail, or upon
10 receipt of written notice by registered or certified mail, by the Insurer from
the Paying Agent or any owner of an Obligation the payment of an Insured
1 1 Amount for which is then due, that such required payment has not been
12 made, the Insurer on the due date of such payment or within one business
day after receipt of notice of such nonpayment, whichever is later, will
13 make a deposit of funds, in an account with U.S. Bank Trust National
Association, in New York, New York, or its successor, sufficient for the
14 payment of any such Insured Amounts which are then due. Upon
presentment and surrender of such Obligations or presentment of such
15 other proof of ownership of the Obligations, together with any appropriate
16 instruments of assignment to evidence the assignment of the Insured
Amounts due on the Obligations as are paid by the Insurer, and
17 appropriate instruments to effect the appointment of the Insurer as agent
for such owners of the Obligations in any legal proceeding related to
18 payment of Insured Amounts on the Obligations, such instruments being
19 in a form satisfactory to U.S. Bank Trust National Association, U.S. Bank
Trust National Association shall disburse to such owners or the Paying
20 Agent payment of the Insured Amounts due on such Obligations, less any
amount held by the Paying Agent for the payment of such Insured
21 Amounts and legally available therefor. This policy does not insure
against loss of any prepayment premium which may at any time be
22 payable with respect to any Obligation.
23 As used herein, the term "owner' shall mean the registered owner
24 of any Obligation as indicated in the books maintained by the Paying
Agent, the City, or any designee of the City for such purpose. The term
25 owner shall not include the City or any party whose agreement with the
26 City constitutes the underlying security for the Obligations.
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LEG 004 (11/89)
I Any service of process on the Insurer may be made to the Insurer
at its offices located at 1 1 3 King Street, Armonk, New York 10504 and
2 such service of process shall be valid and binding.
3 This policy is non-cancellable for any reason. The premium on
4 this policy is not refundable for any reason including the payment prior to
maturity of the Obligations.
5 MBIA INSURANCE CORPORATION
6
7 UNITED STATES OF AMERICA
8 NO. $
9 STATE OF WASHINGTON
10 CITY OF TACOMA, WASHINGTON
LIMITED TAX GENERAL OBLIGATION BOND, 2004
11
12 INTEREST RATE: MATURITY DATE: CUSIP NO:
13 REGISTERED OWNER:
14 PRINCIPAL AMOUNT: DOLLARS
15 The City of Tacoma, Washington, a municipal corporation under the laws
16 of the State of Washington (the "City"), hereby acknowledges itself to owe and
for value received promises to pay to the Registered Owner identified above, or
17 registered assigns, on the Maturity Date identified above, the Principal Amount
specified above, unless redeemed prior thereto as provided herein, together
18 with interest on such Principal Amount from the date hereof or the most recent
19 date to which interest has been paid or duly provided for at the Interest Rate set
forth above payable June 1, 2005, and semiannually thereafter on each June 1
20 and December 1 until payment of the principal sum has been made or duly
provided for. Both principal of and interest on this bond are payable in lawful
21 money of the United States of America. For so long as the bonds of this issue
are held in fully immobilized form, payments of principal and interest thereon
22 shall be made as provided in accordance with the operational arrangements of
23 DTC referred to in the Blanket Issuer Letter of Representations from the City to
The Depository Trust Company. In the event that the bonds of this issue are no
24 longer held in fully immobilized form, interest on this bond shall be paid by
check or draft mailed to the Registered Owner at the address appearing on the
25 Bond Register on the 15th day of the month preceding the interest payment
26 date, and principal of this bond shall be payable upon presentation and
Ord 1 0073sub.doc-S1V/1ad/BOND
-18-
LEG 004 (11/89)
-- --- -----
surrender of this bond by the Registered Owner at the principal office of the
fiscal agency of the State of Washington in either Seattle, Washington, or New
York, New York (collectively the "Bond Registrar'); provided, however, that if so
2 requested in writing by the Registered Owner of at least $1,000,000 principal
amount of bonds, interest will be paid by wire transfer on the date due to an
3 account with a bank located within the United States.
4 This bond is one of an issue of Limited Tax General Obligation Bonds of
5 the City of like date and tenor, except as to number, interest rate and date of
maturity, in the aggregate principal amount of $ , issued pursuant to
6 Ordinance No. of the City, passed 2004 (the "Bond
Ordinance"), to refinance costs of the Convention Center Project, and
7 Resolution No. of the City, passed , 2004.
8 [The City has reserved the right to redeem the bonds of this issue
9 maturing on or after December 1, _, on or after December 1, _, in whole
or in part (maturities to be selected by the City and by lot within a maturity by
10 the Bond Registrar or in such manner as DTC shall determine, if the Bonds are
held in book-entry only form) on any date thereafter, at par plus accrued interest
1 1 to the date of redemption.]
12 [Unless redeemed pursuant to the forgoing provision, the bonds stated to
13 mature on December 1, 20 are subject to mandatory redemption on
December 1 of the following years in the following principal amounts, at a price
14 of par:
15 Redemption Dates Amounts
16 $
17 Maturity.]
18
Notice of any such intended redemption shall be given not less than 30
19 nor more than 60 days prior to the redemption date by first class mail, postage
prepaid, to the Registered Owner of any bond to be redeemed at the address
20 appearing on the Bond Register. The requirements of the Bond Ordinance
21 shall be deemed to be complied with when notice is mailed as herein provided,
regardless of whether or not it is actually received by the owner of any bond.
22 Interest on all such bonds so called for redemption shall cease to accrue on the
date fixed for redemption unless such bond or bonds so called for redemption
23 are not redeemed upon presentation made pursuant to such call.
24 If less than all of the principal sum hereof is to be redeemed, upon the
25 surrender of this bond at the principal office of the Bond Registrar there shall be
issued to the Registered Owner, without charge therefor, for the then
26
Ord I 0073sub.doc-S1V/1ad/BOND
_19-
LEG 004 (11/89)
unredeemed balance of the principal sum hereof, at the option of the owner, a
bond or bonds of like maturity and interest rate in any of the denominations
authorized by the Bond Ordinance.
2
The City has irrevocably covenanted with the owner of this bond that it
3 will annually include in its budget and levy taxes, within and as a part of the tax
levy permitted to cities without a vote of the electorate, upon all the property
4 subject to taxation in amounts sufficient, together with other money legally
5 available therefor including Lodging Taxes, to pay the principal of and interest
on this bond when due. Lodging Taxes are also pledged to the payment of the
6 Bonds. 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
7 principal and interest.
8 The pledge of tax levies for payment of principal of and interest on the
9 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
10 Ordinance.
1 1 The bonds of this issue are issued in fully registered form in the
12 denomination of $5,000 each or any integral multiple thereof, provided that no
bond shall represent more than one maturity. Upon surrender to the Bond
13 Registrar, bonds are interchangeable for bonds in any authorized denomination
of an equal aggregate principal amount and of the same interest rate and
14 maturity. This bond is transferable only on the records maintained by the Bond
Registrar for that purpose upon the surrender of this bond by the registered
15 owner hereof or his/her duly authorized agent and only if endorsed in the
16 manner provided hereon, and thereupon a new fully registered bond of like
principal amount, maturity and interest rate shall be issued to the transferee in
17 exchange therefor. Such exchange or transfer shall be without cost to the
registered owner or transferee. The City may deem the person in whose name
18 this bond is registered to be the absolute owner hereof for the purpose of
19 receiving payment of the principal of and interest on this bond and for any and
all other purposes whatsoever.
20 Reference also is made to the Bond Ordinance as more fully describing
21 the covenants with and the rights of Registered Owners of the bonds or
registered assigns and the meanings of capitalized terms appearing on this
22 bond which are defined in such ordinance.
23 This bond shall not be valid or become obligatory for any purpose or be
24 entitled to any security or benefit under the Bond Ordinance (as hereinafter
defined) until the Certificate of Authentication hereon shall have been manually
25 signed by the Bond Registrar.
26
Ordl 0073sub.doc-SMad/BOND
-20-
LEG 004 (11/89)
It is hereby certified and declared that this bond is issued pursuant to
I and in strict compliance with the Constitution and laws of the State of
Washington and the Charter and ordinances of the City, that all acts, conditions
2 and things required to be done precedent to and in the issuance of this bond
and the bonds of this issue have happened, been done and performed, and that
3 this bond and the bonds of this issue do not exceed any constitutional or
statutory limitations.
4
5 IN WITNESS WHEREOF, the City of Tacoma, Washington, has caused
this bond to be signed on behalf of the City with the manual or facsimile
6 signature of the Mayor, to be attested by the manual or facsimile signature of
the Clerk of the City, and the seal of the City to be reproduced or impressed
7 hereon, as of this , 2004.
8 CITY OF TACOMA, WASHINGTON
9
By
10 Mayor
ATTEST:
11
/s/ manual or facsimile
12 Clerk of the City
13 The Certificate of Authentication for the Bonds shall be in substantially
14 the following form and shall appear on each Bond:
15 CERTIFICATE OF AUTHENTICATION
16 Date of Authentication:
17 This bond is one of the City of Tacoma, Washington, Limited Tax
18 General Obligation Bonds, 2004, dated 2004.
19 WASHINGTON STATE FISCAL
AGENCY, as Bond Registrar
20
21 By
Authorized Signer
22
23
24
25
26
Ordl 0073sub.doc-S1V/1ad/B0ND
-21-
LEG 004 (11/89)
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
2 transfers unto
3 PLEASE INSERT SOCIAL SECURITY OR TAXPAYER
4 IDENTIFICATION NUMBER OF TRANSFEREE
5 1 1
6 (Please print or typewrite name and address, including zip code of Transferee)
7 the within bond and all rights thereunder and does hereby irrevocably constitute
8 and appoint of
, or its successor, as Agent to transfer
9 said bond on the books kept by the Bond Register for registration thereof, with
10 full power of substitution in the premises.
11 DATED:
12
13 SIGNATURE GUARANTEED:
14
15 NOTICE: Signature(s) must be
guaranteed pursuant to law.
16
17 NOTE: The signature on this
Assignment must correspond
18 with the name of the Registered
Owner as it appears upon the
19 face of the within bond in every
particular, without alteration or
20 enlargement or any change
21 whatever.
22 Section 1 1. Execution of the Bonds. The Bonds shall be executed on
23 behalf of the City with the manual or facsimile signature of the Mayor, attested
24 by the manual or facsimile signature of the City Clerk, and shall have the seal of
25 the City impressed or imprinted thereon.
26
Ordl 0073sub.doc-S1V/1ad/B0ND
-22-
LEG 004 (11/89)
Only Bonds that bear a Certificate of Authentication in the form set forth
in Section 10, manually executed by the Bond Registrar, shall be valid or
2
obligatory for any purpose or entitled to the benefits of this ordinance. Such
3
Certificate of Authentication shall be conclusive evidence that the Bonds so
4
5 authenticated have been duly executed, authenticated and delivered and are
6 entitled to the benefits of this ordinance.
7 I n case either of the officers of the City who shall have executed the
8 Bonds shall cease to be such officer or officers of the City before the Bonds so
9 signed shall have been authenticated or delivered by the Bond Registrar, or
10
issued by the City, such Bonds may nevertheless be authenticated, delivered
I 1
12 and issued and upon such authentication, delivery and issuance, shall be as
13 binding upon the City as though those who signed the same had continued to
14 be such officers of the City. Any Bond may also be signed and aftested on
15 behalf of the City by such persons as at the actual date of execution of such
16 Bond shall be the proper officers of the City although at the original date of such
17
Bond any such person shall not have been such officer.
18
19 Section 12. Application of Bond Proceeds. At the time of delivery of the
20 Bonds, the proceeds of the Bonds shall be deposited as follows:
21 A. The accrued interest, if any, to the date of delivery shall be
22 deposited to the Bond Fund and used to pay a portion of the interest on the
23 Bonds on June 1, 2005.
24
B. The remaining proceeds shall be deposited into the City's
25
26 Convention Center Capital Projects Fund and used to refinance costs of the
Ord 1 0073sub.doc-SIV/Iad/I30ND
-23-
LEG 004 (11/89)
Convention Center Project described in Section 2 and all costs incidental
thereto and to the issuance of the Bonds.
2 Money remaining in the Convention Center Capital Projects Fund after
3
all of such costs have been paid or reimbursed may be used to pay costs of
4
5 other legally authorized capital expenditures of the City or shall be deposited in
6 the Bond Fund. Money in the Convention Center Capital Projects Fund may be
7 invested as permitted by law. All interest earned and profits derived from such
8 investments shall be retained in and become a part of the Convention Center
9 Capital Projects Fund or deposited into the Bond Fund.
10
Section 13. Sale of the Bonds. The Bonds shall be sold at a competitive
1 1
1 2 public sale. The Finance Director or his designee shall: (a) establish the date
1 3 of the public sale; (b) establish the criteria by which the successful bidder will be
14 determined; (c) request that a good faith deposit accompany each bid;
1 5 (d) cause notice of the public sale to be given; and (e) provide for such other
16 matters pertaining to the public sale as he deems necessary or desirable.
17
Upon the date and time established for the receipt of bids for the Bonds,
18
the Finance Director or his designee shall open the bids and shall cause the
19
20 bids to be mathematically verified. The Bonds shall be sold to the bidder
21 offering to purchase them at the lowest true interest cost to the City; provided,
22 however, that the City may reserve the right to reject any and all bids for the
23 Bonds and also may waive any irregularity or informality in any bid. The final
24 maturity amounts and interest rates for the Bonds shall be approved by the Sale
25
Resolution.
26
Ord 1 0073sub.doc-SIV/Iad/BOND
24-
LEG 004 (11/89)
Section 14. Official Statement. The City authorizes the Finance Director
to approve the preliminary official statement and authorizes the distribution of
2
the preliminary official statement in connection with the offering of the Bonds.
3
4 Pursuant to the Rule, the Finance Director may deem the preliminary official
5 statement as final as of its date except for the omission of information
6 dependent upon the pricing of the Bonds and the completion of the purchase
7 contract. The City agrees to cooperate with the winning bidder for the Bonds to
8 deliver or cause to be delivered, within seven business days from the date of
9
the sale of the Bonds and in sufficient time to accompany any confirmation that
10
I I requests payment from any customer of the winning bidder, copies of a final
1 2 official statement in sufficient quantity to comply with paragraph (b)(4) of the
1 3 Rule and the rules of the MSRB. Following the sale of the Bonds in accordance
14 with Section 13, the City authorizes the use the official statement, substantially
1 5 in the form of the preliminary official statement, in connection with the sale of
16
the Bonds. The City Manager and the Finance Director are hereby authorized
1 7
to review and approve on behalf of the City the final Official Statement for the
18
19 Bonds with such additions and changes as may be deemed necessary or
20 advisable to them.
21 Section 15. Ongoing Disclosure.
22 A. Contract/Undertaking. This section constitutes the City's
23 written undertaking for the benefit of the owners of the Bonds as required by
24
Section (b)(5) of the Rule.
25
26
Ordl 0073sub.doc-SIV/Iad/BOND
-25-
LEG 004 0 I /89)
B. Financial Statements/Operating Data. The City agrees to
provide or cause to be provided to each NRIVISIR and to the SID, if any, in each
2
case as designated by the Commission in accordance with the Rule, the
3
4 following annual financial information and operating data for the prior fiscal year
5 (commencing in 2005 for the fiscal year ended December 31, 2004):
6 1. Annual financial statements, which statements may
7 or may not be audited, showing ending fund balances for the City's general fund
8 prepared in accordance with the Budget Accounting and Reporting System
9
prescribed by the Washington State Auditor pursuant to RCW 43.09.200 (or any
10
I I successor statute) and generally of the type included in the official statement for
12 the Bonds under the table "Comparative Statement of General Fund Revenues
13 and Expenditures";
14 2. The assessed valuation of taxable property in the
15 City;
16
3. Ad valorem taxes due and percentage of taxes
17
collected;
18
19 4. Property tax levy rate per $1,000 of assessed
20 valuation;
21 5. Lodging tax rates and collections; and
22 6. Outstanding general obligation debt of the City.
23 Items 2-6 shall be required only to the extent that such information is not
24
included in the annual financial statements.
25
26
Ord 1 0073sub.doc-SMad/BOND
-26-
LEG 004 (11/89)
The information and data described above shall be provided on or before
nine months after the end of the City's fiscal year. The City's current fiscal year
2
ends December 31. The City may adjust such fiscal year by providing written
3
notice of the change of fiscal year to each then existing NRMSIR and the SID, if
4
5 any. In lieu of providing such annual financial information and operating data,
6 the City may cross-reference to other documents provided to the NRMSIR, the
7 SID or to the Commission and, if such document is a final official statement
8 within the meaning of the Rule, available from the MSRB.
9 If not provided as part of the annual financial information discussed
10
above, the City shall provide the City's audited annual financial statement
I 1
12 prepared in accordance with the Budget Accounting and Reporting System
13 prescribed by the Washington State Auditor pursuant to RCW 43.09.200 (or any
14 successor statute) when and if available to each then existing NRMSIR and the
15 SID, if any.
16 C. Material Events. The City agrees to provide or cause to be
17
provided, in a timely manner, to the SID, if any, and to each NRIVISIR or to the
18
19 MSRI3 notice of the occurrence of any of the following events with respect to
20 the Bonds, if material:
21 0 Principal and interest payment delinquencies;
22 * Non-payment related defaults;
23 0 Unscheduled draws on debt service reserves reflecting
24
financial difficulties;
25
26
Ord 1 0073sub.doc-S1V/1ad/BOND
-27-
LEG 004 (11/89)
0 Unscheduled draws on credit enhancements reflecting
financial difficulties;
2
0 Substitution of credit or liquidity providers, or their
3
4 failure to perform;
5 * Adverse tax opinions or events affecting the tax-exempt
6 status of the Bonds;
7 0 Modifications to the rights of Bond owners;
8 0 Bond calls (optional, contingent or unscheduled Bond
9
calls other than scheduled sinking fund redemptions for
10
I I which notice is given pursuant to Exchange Act
12 Release 34-23856);
13 0 Defeasances;
14 e Release, substitution or sale of property securing
15 repayment of the Bonds; and
16
* Rating changes.
1 7
18 Solely for purposes of disclosure, and not intending to modify this
19 undertaking, the City advises that no debt service reserves or property secure
20 payment of the Bonds.
21 D. Notification Upon Failure to Provide Financial Data. The City
22 agrees to provide or cause to be provided, in a timely manner, to each NRMSIR
23
or to the MSRB and to the SID, if any, notice of its failure to provide the annual
24
25
26
Ord I 0073sub.doc-SWad/BOND
_28-
LEG 004 (11/89)
financial information described in Subsection B above on or prior to the date set
forth in Subsection B above.
2
E. Termination/Modification. The City's obligations to provide
3
4 annual financial information and notices of material events shall terminate upon
5 the legal defeasance, prior redemption or payment in full of all of the Bonds.
6 Any provision of this section shall be null and void if the City (1) obtains an
7 opinion of nationally recognized bond counsel to the effect that the portion of
8 the Rule that requires that provision is invalid, has been repealed retroactively
9 or otherwise does not apply to the Bonds and (2) notifies each NRMSIR and the
10
SID, if any, of such opinion and the cancellation of this section.
I 1
12 The City may amend this section with an opinion of nationally recognized
13 bond counsel in accordance with the Rule. In the event of any amendment of
14 this section, the City shall describe such amendment in the next annual report,
15 and shall include a narrative explanation of the reason for the amendment and
16 its impact on the type (or in the case of a change of accounting principles, on
17
the presentation) of financial information or operating data being presented by
18
19 the City. In addition, if the amendment relates to the accounting principles to be
20 followed in preparing financial statements, (i) notice of such change shall be
21 given in the same manner as for a material event under Subsection (c), and
22 (ii) the annual report for the year in which the change is made shall present a
23 comparison (in narrative form and also, if feasible, in quantitative form) between
24
the financial statements as prepared on the basis of the new accounting
25
26 principles and those prepared on the basis of the former accounting principles.
Ord 1 0073sub.doc-Siwad/BOND
-29-
LEG 004 (11/89)
F. Bond Owner's Remedies Under This Section. The right of any
bond owner or beneficial owner of Bonds to enforce the provisions of this
2
section shall be limited to a right to obtain specific enforcement of the City's
3
4 obligations under this section, and any failure by the City to comply with the
5 provisions of this undertaking shall not be an event of default with respect to the
6 Bonds. For purposes of this section, "beneficial owner" means any person who
7 has the power, directly or indirectly, to vote or consent with respect to, or to
8 dispose of ownership of, any Bonds, including persons holding Bonds through
9 nominees or depositories.
10
Section 16. Bond Insurance.
1 1
12 (a) Acceptance of Insurance. The Council hereby approves the
13 commitment of the Insurer to provide a bond insurance policy guaranteeing the
14 payment when due of principal of and interest on the Bonds (the "Bond
15 Insurance Policy"). The Council further authorizes and directs all proper
16 officers, agents, attorneys and employees of the City to cooperate with the
17
Insurer in preparing such additional agreements, certificates, and other
18
19 documentation on behalf of the City as shall be necessary or advisable in
20 providing for the Bond Insurance Policy.
21 (b) Payments Under the Bond Insurance Policy.
22 (1) In the event that, on the second business day, and again
23 on the business day, prior to the payment date on the Bonds, the Bond
24
Registrar has not received sufficient money to pay all principal of and interest
25
26 on the Bonds due on the second following or following, as the case may be,
Ord I 0073sub.doc-S1V/1ad/BOND
-30-
LEG 004 (11/89)
bu iness day, the Bond Registrar shall immediately notify the Insurer or its
designee on the same business day by telephone or telegraph, confirmed in
2
writing by registered or certified mail, of the amount of the deficiency.
3
(2) If the deficiency is made up in whole or in part prior to or on
4
5 the payment date, the Bond Registrar shall so notify the Insurer or its designee.
6 (3) In addition, if the Bond Registrar has notice that any
7 bondowner has been required to disgorge payments of principal or interest on
8 the Bonds to a trustee in bankruptcy or creditors or others pursuant to a final
9 judgment by a court of competent jurisdiction that such payment constitutes an
10
avoidable preference to such bondowner within the meaning of any applicable
I 1
12 bankruptcy laws, then the Bond Registrar shall notify the Insurer or its designee
13 of such fact by telephone or telegraphic notice, confirmed in writing by
14 registered or certified mail.
1 5 (4) The Bond Registrar is hereby irrevocably designated,
16 appointed, directed and authorized to act as aftorney-in-fact for owners of the
17
Bonds as follows:
18
19 a. If and to the extent there is a deficiency in amounts
20 required to pay interest on the Bonds, the Bond Registrar shall (i) execute and
21 deliver to U.S. Bank Trust National Association, or its successors under the
22 Bond Insurance Policy (the "Insurance Paying Agent"), in form satisfactory to
23 the Insurance Paying Agent, an instrument appointing the Insurer as agent for
24
such owners in any legal proceeding related to the payment of such interest
25
and an assignment to the Insurer of the claims for interest to which such
26
Ord 1 0073sub.doc-S1V/1ad/BOND
-31-
LEG 004 (11/89)
deficiency relates and which are paid by the Insurer, (H) receive as designee of
the respective owners (and not as Bond Registrar) in accordance with the tenor
2
of the Bond Insurance Policy payment from the Insurance Paying Agent with
3
respect to the claims for interest so assigned, and (iii) disburse the same to
4
5 such respective owners; and
6 b. If and to the extent of a deficiency in amounts
7 required to pay principal of the Bonds, the Bond Registrar shall (i) execute and
8 deliver to the Insurance Paying Agent in form satisfactory to the Insurance
9 Paying Agent an instrument appointing the Insurer as agent for such owner in
10
any legal proceeding relating to the payment of such principal and an
I 1
12 assignment to the Insurer of any of the Bonds surrendered to the Insurance
13 Paying Agent of so much of the principal amount thereof as has not previously
14 been paid or for which moneys are not held by the Bond Registrar and available
15 for such payment (but such assignment shall be delivered only if payment from
16 the Insurance Paying Agent is received), (ii) receive as designee of the
1 7
respective owners (and not as Bond Registrar) in accordance with the tenor of
18
19 the Bond Insurance Policy payment therefor from the Insurance Paying Agent,
20 and (iii) disburse the same to such owner.
21 (5) Payments with respect to claims for interest on and
22 principal of Bonds disbursed by the Bond Registrar from proceeds of the Bond
23 Insurance Policy shall not be considered to discharge the obligation of the City
24
with respect to such Bonds, and the Insurer shall become the owner of such
25
26
Ordl 0073sub.doc-S1V/1ad/BOND
-32-
LEG 004 (11/89)
unpaid Bonds and claims for the interest in accordance with the tenor of the
assignment made to it under the provisions of this subsection or otherwise.
2
(6) Irrespective of whether any such assignment is executed
3
and delivered, the City and the Bond Registrar hereby agree for the benefit of
4
5 the Insurer that:
6 a. They recognize that to the extent the Insurer makes
7 payments, directly or indirectly (as by paying through the Bond Registrar), on
8 account of principal of or interest on the Bonds, the Insurer will be subrogated
9 to the rights of such owners to receive the amount of such principal and interest
10
from the City, with interest thereon as provided and solely from the sources
1 1
12 stated in this Ordinance and the Bonds; and
13 b. They will accordingly pay to the Insurer the amount
14 of such principal and interest (including principal and interest recovered under
15 subparagraph (ii) of the first paragraph of the Bond Insurance Policy, which
16 principal and interest shall be deemed past due and not to have been paid),
17
with interest thereon as provided in this Ordinance and the Bonds, but only from
18
19 the sources and in the manner provided herein for the payment of principal of
20 and interest on the Bonds to owners, and will otherwise treat the Insurer as the
21 owner of such rights to the amount of such principal and interest.
22 (c) Rights of Insurer.
23 (1) The Insurer shall receive copies of the City's audited
24
financial statements and annual budget.
25
26
Ord 1 0073sub.doc-SIV/Iad/BOND
-33-
LEG 004 (11/89)
(2) Copies of any amendment made to the documents
executed in connection with the issuance of the Bonds, which are consented to
2
by the Insurer, shall be sent to Standard & Poor's Ratings Services, a Division
3
of The McGraw-Hill Companies, Inc.
4
5 (3) The Insurer shall receive notice of the resignation or
6 renewal of the Bond Registrar and the appointment of a successor, other than
7 the designated state fiscal agent.
8 (4) Any notices required to be given by any party under this
9 Ordinance shall also be given to the Insurer and sent by registered or certified
10
mail addressed to: MBIA Insurance Corporation, 113 King Street, Armonk, New
11
12 York 10504, Attention: Insured Portfolio Management.
13 (5) The City agrees to reimburse the Insurer immediately and
14 unconditionally upon demand, to the extent permitted by law, for all reasonable
15 expenses, including reasonable attorneys' fees and expenses, incurred by the
16 Insurer in connection with (i) enforcement by the Insurer of the City's
17
obligations, or the preservation or defense of any rights of the Insurer, under
18
19 this Ordinance and any other document executed in connection with the
20 issuance of the Bonds, and (ii) any consent, amendment, waiver or other action
21 with respect to this Ordinance or any related document, whether or not granted
22 or approved, together with interest on all such expenses from and including the
23 date incurred to the date of payment at Citibank's Prime Rate plus 3% or the
24
maximum interest rate permitted by law, whichever is less. In addition, the
25
26
Ord 1 0073sub.doc-S1V/1ad/BON D
-34-
LEG 004 (11/89)
Insurer reserves the right to charge a reasonable fee in connection with its
review of any such consent, amendment or waiver, whether or not granted or
2
approved.
3
(6) The City agrees not to use the Insurer's name in any
4
5 published document including, without limitation, a press release or
6 presentation, announcement or forum without the Insurer's prior consent;
7 provided that the City may use the Insurer's name in any general or particular
8 factual statement to the effect that the Insurer insures certain outstanding City
9 bonds. In the event that the City is advised by counsel that it has a legal
10
obligation to disclose the Insurer's name in any press release, public
I I
1 2 announcement or other published document, the City shall provide the Insurer
13 with at least three (3) business days' prior written notice of its intent to use the
14 Insurer's name together with a copy of the proposed use of the Insurer's name
1 5 and of any description of a transaction with the Insurer and shall obtain the
16 Insurer's prior consent as to the form and substance of the proposed use of the
17
Insurer's name and any such description. The foregoing shall not apply to any
18
request for public records duly received by the City pursuant to RCW Ch. 42.17,
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20 and the City shall not be obligated to notify the Insurer of its intent to comply
21 with any public disclosure request.
22 (7) The City shall not enter into any agreement nor shall it
23 consent to or participate in any arrangement pursuant to which Bonds are
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Ord 1 0073sub.doc-S1V/1ad/B0ND
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LEG 004 (11/89)
tendered or purchased for any purpose other than the redemption and
cancellation or legal defeasance of such Bonds without the prior consent of the
2
Insurer.
3
The provisions of this section and any other provision with respect to the
4
5 Insurer herein shall be in effect only so long as the Bond Insurance Policy is in
6 full force and effect.
7 (c) Additional Requirements. Additional requirements of the Insurer
8 or any Ratings Agency, if any, shall be addressed in the Sale Resolution. The
9 City may add to the covenants set forth herein or modify procedures set forth
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herein in the Sale Resolution, if necessary to meet the requirements of the
1 1
12 Bond Insurer or any Ratings Agency.
1 3 Section 17. General Authorization; Ratification of Prior Acts. The City
1 4 Manager, the Finance Director and other appropriate officers of the City are
1 5 authorized to take any actions and to execute documents as in their judgment
16 may be necessary or desirable in order to carry out the terms of, and complete
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the transactions contemplated by, this ordinance. All acts taken pursuant to the
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authority of this ordinance but prior to its effective date are hereby ratified.
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20 Section 18. Severability. If any provision in this ordinance is declared by
21 any court of competent jurisdiction to be contrary to law, then such provision
22 shall be null and void and shall be deemed separable from the remaining
23 provisions of this ordinance and shall in no way affect the validity of the other
24 provisions of this ordinance or of the Bonds.
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Ord 1 0073sub.doc-SWad/BOND
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LEG 004 (11/89)
Section 19. Effective Date. This ordinance shall take effect and be in
force 1 0 days after its publication as provided by law and the City's Charter.
2
3 JUN 2 9 2OD4
Passed
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5
Mayor
6 Attest:
7 ",her ds-tA@@
8 City Clerk
9 Approved as to form and legality:
10
PRESTON GATES & ELLIS LLP
1 1 Bond sel to the City of Tacoma
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13 By
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OW10073sub.doc-SIVAad/BOND
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LEG 004 (I 1/89)
CERTIFICATE
2 1, the undersigned, Clerk of the City of Tacoma, Washington ("City"), DO
3 HEREBY CERTIFY:
4 1 That the attached6rdinance No. al"latACI ("Ordinance"), is a
5 true and correct copy of an ordinance of the City, as finally adopted at a
6
meeting of the City Council of the City ("City") held on the __aq_ day of __Tuc&,
7
8 2004, and duly recorded in my office.
9 2. That said meeting was duly convened and held in all respects in
10 accordance with law, and to the extent required by law, due and proper notice
1 1 of such meeting was given; that a quorum of the Council was present
12 throughout the meeting and a legally sufficient number of members of the
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Council voted in the proper manner for the adoption of the Ordinance; that all
14
other requirements and proceedings incident to the proper adoption of the
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16 Ordinance have been duly fulfilled, carried out and otherwise observed, and
17 that I am authorized to execute this certificate.
18 IN WITNESS WHEREOF, I have hereunto set my hand this aa day of
19 2004.
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21
22 City Clerk
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Ord 1 0073.doc-S1V/1ad/BOND
LEG 004 (11/89)
CITY CLERK USE
Request
REQUEST FOR O"INANCE
Tacoma OR RESOLUTION Ordinance 4-F
Resolution
1. DATE: June 7, 2004
2. REQUESTING DEPARTMENT/DIVISION/PROGRAM 3. CONTACT PERSON (for questions): PHONEXXTENSION
Finance/Administration Steven A. Marcotte 5802
4. PREPARATION OF AN ORDINANCE IS REQUESTED FOR THE CITY COUNCIL MEETING OF TUES., June 22, 2004
5. SUMMARY TITLE/RECOMMENDATION: (A concise sentence, as it will appear on the Council Agenda)
Authorizing the sale of limited tax general obligation bonds in an amount not to exceed $56,000,000 for the purpose of
refinancing costs of acquiring land for and constructing the City's new regional Convention Center; providing for the form and
certain terms of the bonds; and authorizing ongoing disclosure in connection with the bonds.
(The ordinance will be prepared by Preston Gates Ellis)
6. 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?)
The Greater Tacoma Convention center will host state, regional and national conventions and is projected to bring in over
250,000 visitors annually into downtown Tacoma. The convention center will increase occupancy of area hotels and motels,
increase customers for retail and service establishments and generate new civic and economic benefits for the citizens of
Tacoma.
The City Council passed Ordinance Nos. 26675, 26830 and 26954 authorizing the City to proceed with Tax-Exempt and
Taxable Commercial Paper which provided short-term financing for the Convention Center construction and downtown Tacoma
parking facilities expansion project. Ordinance No. 26954 authorized the execution of a commitment letter with the Bank of
America in the amount of $120,700,000 for this project.
7. FINANCIAL IMPACT: (Future impact on the budget.)
The LTGO bonds will be repaid primarily by hotel/motel tax dollars and the revenue bonds will be repaid primarily by Convention
Center Public Facilities District sales-tax credit dollars.
8. LIST ALL MATERIAL AVAILABLE AS BACKUP INFORMATION FOR THE REQUEST AND INDICATE WHERE FILED:
Source Documents/Backup Material Location of Document
Ordinance Nos. 26675, 26830 and 26954 City Clerk's Office
Preliminary Official Statement City Clerk's Office
9. FUNDING SOURCE: (Enter amount of funding from each source)
Fund Number & Name: State City $ Other Total Amount
4165-CCCAP $56,000,000 $56,000,000
Convention Center Capital
Projects Fund
If expenditure, is it budgeted? F-1 Yes F-1 No Where? Cost Center Aect
10. ATTORNEY CONTACT: (Enter Name of Attorney that you've been working with)
Jay Reich and Steve Victor
W Approval
GSW@WgrlDoc.ment,.* Office of the City Clerk
(12103)
27249
Ordinance No.
First Reading of Ordinance: jUN 2 2 2QD4
Final Reading of Ordinance: JUN 2 9 2QD4
Passed:. JUN 9-
Roll Call Vote:
MEMBERS AY@A NAYS---- ABSTAIN ABSENT
Ms. Anderson 01
Mr.Evans
Mr. Ladenburg
Mr. Lonergan
Mr. Manthou 74
Mr. Phelps
Mr. Stenger
Mr. Talbert
Mayor Baarsma
MEMBERS AYES NAYS ABSTAIN ABSENT
Ms. Anderson
Mr.Evans
Mr. Ladenburg
Mr. Lonergan
Mr. Manthou
Mr. Phelps
Mr. Stenger
Mr. Talbert
Mayor Baarsma
g:@cityclkVbrmskord-roll.doc