Req.#12642
O"INANCE NO. 2 7 9 0 2
1 AN ORDINANCE relating to the water system of the City of Tacoma, providing
2 for the sale and issuance of water system revenue bonds in the
aggregate principal amount of not to exceed $120,000,000 to provide
3 funds to finance or refinance costs of capital improvements to the water
4 system and to refund or defease a portion of the Water System Revenue
Bonds, 2001, and specifying the terms and covenants of the bonds.
5 WHEREAS the City of Tacoma (the "City") owns and operates a water
6
system (the "Water System") financed through the issuance of water revenue
7
bonds,and
8
9 WHEREAS, pursuant to Ordinance No. 26849, the City issued its
10 $32,900,000 Water System Revenue Bonds, 2001 (the "2001 Bonds"), and
1 1 WHEREAS, pursuant to Ordinance No. 27109, the City issued its
12 $51,380,000 Water System Revenue and Refunding Bonds, 2003 (the "2003
1 3Bonds"), and
14
WHEREAS, pursuant to Ordinance No. 27405, the City issued its
1 5
16 $46,550,000 Water System Revenue and Refunding Bonds, 2005 (the "2005
1 7Bonds"); and
18 WHEREAS, pursuant to Ordinance No. 27837, the City issued its
19 $76,775,000 Water System Revenue Bonds, 2009 (Taxable Build America
20 Bonds - Direct Payment) (the "2009 Bonds", and collectively with the
21 outstanding 2001 Bonds, 2003 Bonds, 2005 Bonds and 2009 Bonds, the
22
"Outstanding Parity Bonds"), and
23
24 WHEREAS, pursuant to the ordinances authorizing the Outstanding
25 Parity Bonds, the City is authorized to issue water system revenue bonds with a
26 lien and charge on net revenue of the Water System equal to the lien and
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LEG 004 (11/89)
charge thereon of the Outstanding Parity Bonds for purposes of the Water
System, if specified conditions are met and complied with at the time of the
2
issuance of those bonds, and
3
4 WHEREAS the Outstanding Parity Bonds, together with the Public
5 Works Trust Fund loans (as hereinafter defined), are the only outstanding
6 revenue obligations of the City pledged against the net revenue of the Water
7 System, and
8
WHEREAS it is deemed necessary and advisable to acquire and
9
construct certain additions and betterments to and extensions of the Water
10
11 System, and
12 WHEREAS the Public Utility Board has initiated and has recommended
13 to the City Council for its approval the issuance of water revenue bonds in one
14 or more series (the "Bonds") to finance or refinance such capital improvements
15 to the Water System and to pay costs of issuance and, if interest rates are
16
favorable, to refund or defease a portion of the 2001 Bonds, and
17
18 WHEREAS the City has determined that it is in the best interests of the
19 City and its ratepayers to issue the Bonds to provide the funds to finance or
2o refinance costs of capital improvements to the Water System and pay the cost
21 of issuance and sale of the Bonds, and, if interest rates are favorable to refund
22 or defease a portion of the 2001 Bonds, and
23
WHEREAS the City has a policy of selling its bonds through competitive
24
sale unless circumstances make it advantageous to conduct a negotiated sale,
25
26 and
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LEG 004 (11/89)
WHEREAS Congress enacted legislation permitting municipalities in
2 2009 and 201 0 to issue bonds bearing interest at a taxable rate with a 35%
3 direct payment by the Federal Government, and
4 WHEREAS, it is in the best interest of the City to sell the bonds pursuant
5 to a negotiated sale in order to provide flexibility to determine the amount of
6 bonds to be sold as taxable and those sold as tax-exempt bonds to take
7
advantage of the federal direct payment; Now, Therefore,
8
BE IT ORDAINED BY THE CITY OF TACOMA:
9
10 Section 1. Definitions. As used in this ordinance and for the purposes of
11 this ordinance the following words shall have the following meanings:
12 "Accreted Value" means either: (1) with respect to any Capital
13 Appreciation Bonds, as of the time of calculation, the sum of the amount
14 representing the initial principal amount of such Capital Appreciation Bonds as
1 5
set forth in the applicable Parity Bond Authorizing Ordinance plus the interest
16
accumulated, compounded and unpaid thereon as of the most recent
17
18 compounding date; or (2) with respect to original issue discount bonds under
19 the Code, as of the time of calculation, the amount representing the initial public
20 offering price of such original issue discount bonds plus the amount of the
21 discounted principal which has accreted since the date of issue, determined in
22 accordance with the provisions of the applicable Parity Bond Authorizing
23
Ordinance.
24
25 "Annual Debt Service" means, for any fiscal year of the Water System, all
26 amounts required to be paid in respect of interest on and principal of Parity
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LEG 004 (11/89)
Bonds (excluding interest payments capitalized by Parity Bonds and excluding
2 the accrued interest paid to the City upon the issuance of Parity Bonds) and
3 Payment Agreement Payments in respect of Parity Payment Agreements,
4 subject to the following:
5 (1) Debt Service on Term Bonds. For purposes of calculating debt
6 service on Term Bonds, only the scheduled mandatory redemption amounts
7 payable in respect of principal of Term Bonds shall be taken into account in any
8
fiscal year prior to the Term Bond Maturity Year, and only the principal amount
9
10 scheduled to remain outstanding after payment of all prior mandatory
11 redemption amounts shall be taken into account in the Term Bond Maturity
12 Year,
13 (2) Interest on Parity Bonds. For purposes of determining compliance
14 with the Coverage Requirement, the Reserve Requirement and the conditions
15
for the issuance of Future Parity Bonds or the creation of Contract Resource
16
Obligations:
17
18 (a) Generally. Except as otherwise provided by
19 Subparagraph (2)(b) with respect to Variable Interest Rate Bonds and by
20 Subparagraph 30.1 with respect to Parity Bonds with respect to which a
21 Payment Agreement is in force, interest on any issue of Parity Bonds payable in
22 a fiscal year shall be calculated based on the actual amount of accrued,
23
accreted or otherwise accumulated interest that is payable in that fiscal year in
24
respect of that issue taken as a whole, at the rate or rates set forth in the Parity
25
26 Bond Authorizing Ordinance;
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(b) Interest on Variable Interest Rate Bonds. The amount of
2 interest deemed to be payable on any issue of Variable Interest Rate Bonds
3 shall be calculated on the assumption that the interest rate on those bonds
4 would be equal to the rate (the "assumed RBI-based rate") that is 90% of the
5 average Bond Buyer Revenue Bond Index or comparable index during the fiscal
6 quarter preceding the quarter in which the calculation is made; except that, for
7
purposes of determining actual compliance with the Coverage Requirement
8
under 19.2(b) in any past fiscal year, the actual amount of interest paid on any
9
10 issue of Variable Interest Rate Bonds shall be taken into account;
11 (c) Interest on Parity Bonds with Respect to Which a Payment
12 Agreement or Parity Payment Agreement is in Force. Debt service on Parity
13 Bonds with respect to which a Payment Agreement or Parity Payment
14 Agreement is in force shall be based on the net economic effect on the City
1 5
expected to be produced by the terms of the Parity Bonds and the terms of the
16
Payment Agreement, including but not limited to the effects set forth in
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18 Section 30 of this ordinance.
19 (d) Interest on Parity Bonds designated as "build America
20 bonds." Ordinances No. 26849, 27109 and 27405 are hereby amended to
21 provide that, the interest on Parity Bonds designated as build America Bonds,
22 including the 2009 Bonds and any 2010 Bonds designated as such in the Sale
23
Resolution, only for purposes of calculating the Reserve Requirement, shall be
24
based on the net interest after the 35% federal direct payment or such other
25
26 federal direct payment to be received for Parity Bonds. The owners of the 201 0
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I.F.C 004 11 I MM
Bonds shall be deemed to have consented to this subsection. This subsection
1
2 shall be in effect when 60% of the then current owners of Parity Bonds,
3 including the 2009 Bonds and 201 0 Bonds, have consented to this amendment
4 to the definition of Annual Debt Service.
5 "Average Annual Debt Service" means the sum of the Annual Debt
6 Service for the remaining years to the last scheduled maturity of the applicable
7
issue or issues of Parity Bonds divided by the number of those years.
8
"Bond Counsel" means a firm of lawyers nationally recognized and
9
10 accepted as bond counsel and so employed by the City for any purpose under
I 1this ordinance applicable to the use of that term.
12 "Bond Fund" means that special fund of the City known as the Water
13 Revenue Bond Fund, created by Ordinance No. 25392 in the Water Division
14 Fund of the City for the payment of the principal of, mandatory sinking fund
15
payments and interest on the Parity Bonds.
16
"Bond Insurance" means any bond insurance, letter of credit, guaranty,
17
18 surety bond or similar credit enhancement device providing for or securing the
19 payment of all or part of the principal of and interest on any Parity Bonds.
20 "Bond Insurer" means any provider of Bond Insurance approved by the
21 City Council by ordinance or resolution.
22 "Bond Register" means the books or records maintained by the Bond
23
Registrar on which are recorded the names and addresses of the owners of
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each of the Bonds.
25
26 "Bond Registrar" means the Fiscal Agency.
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LEG 004 111/891
"Bond Sale Resolution" means a resolution or resolutions of the City
Council adopted pursuant to this ordinance and confirming the sale and final
2
3 terms of the Bonds.
4 "Bonds" means the Water System Revenue Bonds, 201 0, authorized to
5 be issued in one or more series by this ordinance.
6 "Build America Bonds" means any series of Parity Bonds to which the
7 City irrevocably elects to have Section 54AA of the Code apply.
8
"Capital Appreciation Bonds" means any Parity Bonds, all or a portion of
9
10 the interest on which is compounded and accumulated at the rates or in the
11 manner, and on the dates, set forth in the applicable Parity Bond Authorizing
12 Ordinance and is payable only upon redemption or on the maturity date of such
13 Parity Bonds. Parity Bonds that are issued as Capital Appreciation Bonds, but
14 later convert to obligations on which interest is paid periodically, shall be Capital
15 Appreciation Bonds until the conversion date and thereafter shall no longer be
16
Capital Appreciation Bonds, but shall be treated as having a principal amount
17
18 equal to their Accreted Value on the conversion date.
19 "City" means the City of Tacoma, Washington.
20 "City Clerk" means the City Clerk of the City, or any other officer who
21 succeeds to substantially all of the responsibilities of that office specified in this
22 ordinance.
23
"Code" means the Internal Revenue Code of 1986, as amended,
24
together with corresponding and applicable final, temporary or proposed
25
26 regulations and revenue rulings issued or amended with respect thereto by the
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I Ft, MA I I I AM
United States Treasury Department or the Internal Revenue Service, to the
1
2 extent applicable to the Bonds.
3 "Commission" means the Securities and Exchange Commission.
4 "Construction Fund" means the 201 0 Water Division Construction Fund,
5 created by this ordinance in the Water Division Fund.
6 "Contract Resource Obligation" means an obligation of the City,
7 designated as a Contract Resource Obligation and entered into pursuant to
8
Section 24 of this ordinance, to make payments for water supply, transmission
9
10 or other commodity or service to another person or entity (including, without
1 1limitation, a separate utility system created pursuant to Section 23 of this
12 ordinance). The Water System has designated the Regional System as a
13 Contract Resource Obligation.
14 "Coverage Requirement" in any fiscal year of the Water System means
15
an amount of Net Revenue of the Water System equal to at least 1.25 times the
16
Annual Debt Service that year on all Parity Bonds.
17
18 "DTC" means The Depository Trust Company.
19 "Finance Director" means the Director of the Department of Finance of
20 the City, or any other officer who succeeds to substantially all of the
21 responsibilities of that office specified in this ordinance.
22 "Fiscal Agency" means the fiscal agency of the State of Washington,
23
whose duties include registering and authenticating the Bonds, maintaining the
24
Bond Register, transferring ownership of the Bonds, and paying the principal of
25
26 and interest on the Bonds.
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1 Fr OW f I I /ACh
C
"Future Parity Bonds" means all revenue bonds and other obligations
2 (including Parity Payment Agreements) of the City issued or entered into after
3 the date of the issuance of the Bonds and then outstanding, the payment of
4 which constitutes a charge and lien on the Net Revenue of the Water System
5 equal in rank with the charge and lien upon such revenue required to be paid
6 into the Bond Fund to pay and secure the payment of the principal of and
7 interest on the Bonds and the Outstanding Parity Bonds.
8
"Government Obligations" means those government obligations defined
9
10 by RCW 39.53.010(9) as it now reads or hereafter may be amended or
I I replaced.
12 "Gross Revenue of the Water System" or "Gross Revenue" means in any
13 fiscal year of the Water System all of the revenues of the Water System,
14 including, but not limited to, revenue from the sale or transmission of water; the
15
sale, lease, or furnishing of other commodities, services, properties or facilities;
16
the imposition of connection, capital improvement or other charges; utility local
17
improvement district assessments that are pledged to Parity Bonds; and
18
19 earnings from the investment of money in the Water Division Fund. However,
2o Gross Revenue shall not include earnings of the Regional System or any other
21 separate utility system that may be acquired or constructed by the City pursuant
22 to Section 23 hereof; principal proceeds of Parity Bonds or other borrowing;
23
grants or other capital contributions which by their terms are restricted to
24
specific projects or purposes; or earnings or proceeds from any investments in
25
26 a trust, defeasance or escrow fund created to defease or refund Water System
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obligations (until commingled with other earnings and revenues of the Water
2 System defined as Gross Revenue) or held in a special account for the purpose
3 of paying a rebate to the United States government under the Code.
4 "Independent Consulting Engineer" means either (1) an independent
5 licensed professional engineer experienced in the design, construction or
6 operation or the development of rates and charges of municipal utilities of
7
comparable size and character to the Water System; or (2) an independent
certified public accountant or other professional consultant experienced in the
9
10 development of rates and charges for municipal utilities of comparable size and
1 1 character to the Water System.
12 "Letter of Representations" means the Blanket Letter of Representations
13 from the City to DTC in the form on file with the Finance Director.
14 "Maximum Annual Debt Service" means at the time of calculation, the
15
maximum amount of Annual Debt Service that will mature or come due in the
16
current year or any future year on the Parity Bonds.
17
18 "MSRB" means the Municipal Securities Rulemaking Board or any
19 successor to its functions.
20 "Net Revenue of the Water System" or "Net Revenue" means the Gross
21 Revenue minus: (1) Operation and Maintenance Expenses; (2) deposits into
22 the Rate Stabilization Account; and (3) proceeds from the sale of property of the
23
Water System, and plus withdrawals from the Rate Stabilization Account.
24
"Operation and Maintenance Expenses" means all expenses incurred by
25
26 the City in causing the Water System of the City to be operated and maintained
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IRC 004 111/99)
d repair, working order and condition, including, without limitation:
in goo
deposits, premiums, assessments, or other payments for insurance, if any, on
2
3 the Water System; payments into pension funds; State-imposed taxes; amounts
4 due under Contract Resource Obligations, including Regional Supply System
5 Costs, but only at the times described in Section 24 of this ordinance; payments
6 made to any other person or entity for the receipt of water supply or
7
transmission or other right, commodity or service; payments made to any other
8
person or entity that are required in connection with the operation of the Water
9
10 System or the acquisition or transmission of water and that are not subordinate
1 1 to the lien of the Parity Bonds; and payments with respect to any other
12 expenses of the Water System that are properly treated as operation and
13 maintenance expenses under generally accepted accounting principles
14 applicable to municipal corporations. Operation and Maintenance Expenses
15
does not include any depreciation or taxes levied or imposed by the City,
16
Payment Agreement Payments, or payments to the City in lieu of taxes, or
17
18 capital additions or capital replacements to the Water System.
19 "Outstanding Parity Bonds" means the 2001 Bonds, 2003 Bonds, 2005
20 Bonds, 2009 Bonds and the Bonds.
21 "Parity Bonds" means the Outstanding Parity Bonds, the Bonds and any
22 Future Parity Bonds.
23
"Parity Bond Authorizing Ordinance" means the ordinance and/or
24
25 resolution of the City that authorizes the issuance and sale and establishes the
26 terms of a particular issue of Parity Bonds.
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"Parity Payment Agreement" means a Payment Agreement under which
the City's payment obligations are expressly stated to constitute a charge and
2
3 lien on the Net Revenue of the Water System equal in rank with the charge and
4 lien upon such revenue required to be paid into the Bond Fund to pay and
5 secure the payment of the principal of and interest on Parity Bonds.
6 "Payment Agreement" means a written agreement, for the purpose of
7 managing or reducing the City's exposure to fluctuations or levels of interest
8
rates, currencies or commodities, or for other interest rate, investment, asset or
9
10 liability management purposes, entered into on either a current or forward basis
I I by the City and a Qualified Counterparty, all as authorized by any applicable
12 laws of the State.
13 "Payment Agreement Payments" means the amounts periodically
14 required to be paid by the City to the Qualified Counterparty pursuant to a
15
Payment Agreement.
16
"Payment Agreement Receipts" means the amounts periodically required
17
18 to be paid by the Qualified Counterparty to the City pursuant to a Payment
19 Agreement.
20 "Plan of Additions" means the system or plan of additions to and
21 betterments and extensions of the Water System described in Section 2 of this
22 ordinance, as such plan of additions may be amended, updated, supplemented,
23
or replaced consistent with the Water Comprehensive Plan.
24
25
26
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"Principal and Interest Account" means the account of that name created
in the Bond Fund for the payment of the principal of and interest and mandatory
|1013|
3 redemption requirements, if any, on the Parity Bonds.
4 "Public Utility Board" means the board of that name created under
5 Section 4.8 of the Tacoma City Charter.
6 "Public Works Trust Fund Loans" means loans to the City by the State of
7 Washington under the Public Works Trust Fund loan program, which loans are
|1013|
secured by a junior lien pledge of Net Revenue.
|10 13|
10 "Qualified Counterparty" means a party (other than the City or a party
I I related to the City) who is the other party to a Payment Agreement and (1)(a)
12 whose senior debt obligations are rated in one of the three highest rating
13 categories of each of the Rating Agencies (without regard to any gradations
14 within a rating category) or (b) whose obligations under the Payment
15 Agreement are guaranteed for the entire term of the Payment Agreement by a
16
bond insurer or other institution which has been assigned a credit rating in one
17
18 of the two highest rating categories of each of the Rating Agencies, and (2) who
19 is otherwise qualified to act as the other party to a Payment Agreement under
2o any applicable laws of the State.
21 "Rate Stabilization Account" means the account of that name created in
22 the Water Division Fund for the purposes described in this ordinance.
23
"Rating Agencies" means Moody's Investors Service and Standard &
24
Poor's Ratings Services and their successors, and any other nationally
25
26
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recognized securities rating agency or agencies rating Parity Bonds at the
2 request of the City.
3 "Refunded Bonds" means all or a portion of the 2001 Bonds identified in
4 the Bond Sale Resolution.
5 "Regional Supply System Costs" means with respect to each month all
6 costs attributable to the Regional System, to the extent not paid from the
7 proceeds of Parity Bonds or other sources, resulting from the ownership,
8
operation, maintenance, and termination of, and repair, renewals,
9
10 replacements, additions, improvements, betterments, and modifications to the
I 1 Regional System, including, without limitation: (1) operating expenses; (2) the
12 amount required to be paid into the bond fund for Regional System bonds;
13 (3) any amount that the City may be required during such month to pay for the
14 prevention or correction of any unusual loss or damage or for renewals,
15
replacements, repairs, additions, improvements, betterments, and modifications
16
that are necessary to keep the Regional System in good operating condition, to
17
improve the operation thereof or to prevent a loss; and (4) all other charges or
18
19 obligations against the revenues of the Regional System.
20 "Regional System" means the Regional Water Supply System,
21 comprised of certain property and facilities to obtain and receive deliveries of
22 water for the participants from the exercise by the City of the Second Diversion
23
Water Right from the Green River and granted by the State of Washington
24
Department of Ecology, which property and facilities include: (1) a Main Branch
25
26 pipeline to Tacoma with a 72 MGD nominal capacity; (2) headworks
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I PC And II I /%IQI
improvements associated with the second diversion water right; (3) related
fisheries and environmental enhancements; (4) improvements and additions to
2
3 the Howard Hanson Dam to raise the summer storage pool to elevation of
4 1,167 feet in phase I to provide an additional 20,000 acre feet of water storage,
5 together with improvements and additions related to accommodating fish
6 passage; and (5) additional related water treatment facilities; and as the same
7
will be added to, improved, and extended.
8
"Reserve Account" means the account of that name created in the Bond
9
10 Fund for the purpose of securing the payment of the principal of and interest on
I I the Parity Bonds.
12 "Reserve Insurance" means any bond insurance, letter of credit,
13 guaranty, surety bond, or similar credit enhancement device obtained by the
14 City equal to part or all of the Reserve Requirement for any Parity Bonds which
15
is issued by an institution which has been assigned a credit rating at the time of
16
issuance of the device in one of the two highest rating categories of each of the
17
18 Rating Agencies.
19 "Reserve Requirement" means as of any date the lesser of Maximum
20 Annual Debt Service or 125% of average Annual Debt Service on all the
21 outstanding Parity Bonds. Once the 2001 Bonds are no longer outstanding, the
22 Reserve Requirement for a series of Parity Bonds shall not exceed 1 0% of the
23
net proceeds of such Bonds.
24
25
26
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"Rule" means the Commission's Rule 15c2-12 under the Securities
2 Exchange Act of 1934, as amended and as the same may be amended from
3 time to time.
4 "State" means the State of Washington.
5 "State Auditor" means the office of the Auditor of the State or such other
6 department or office of the State authorized and directed by State law to make
7 audits.
8
"Term Bond Maturity Year" means any calendar year in which Term
9
Bonds are scheduled to mature.
10
I I "Term Bonds" means those Bonds designated as such in the Bond Sale
12 Resolution and those Parity Bonds designated as such in the applicable Parity
13 Bond Authorizing Ordinance.
14 "2001 Bonds" means the City's Water System Revenue Bonds, 2001,
15
issued in the original principal amount of $32,900,000 pursuant to Ordinance
16
No. 26849, passed on September 18, 2001.
17
18 "2003 Bonds" means the City's Water System Revenue and Refunding
19 Bonds, 2003, issued in the original principal amount of $51,380,000 pursuant to
20 Ordinance No. 27109, passed on July 1, 2003.
21 "2005 Bonds" means the City's Water System Revenue and Refunding
22 Bonds, 2005, issued in the original principal amount of $46,550,000 pursuant to
23
Ordinance No. 27405, passed on August 30, 2005.
24
25
26
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LEG 004 (11/89) 1
"2009 Bonds" means the City's Water System Revenue Bonds, 2009
2 (Taxable Build America Bonds - Direct Payment), issued in the original
principal amount of $76,775,000 pursuant to Ordinance No. 27837, passed on
3
4 October 13, 2009.
5 "Variable Interest Rate" means any variable interest rate or rates to be
6 borne by any Parity Bonds. The method of computing such a variable interest
7 rate shall be as specified in the applicable Parity Bond Authorizing Ordinance,
8
which ordinance or resolution also shall specify either: (1) the particular period
9
10 or periods of time or manner of determining such period or periods of time for
I I which each value of such variable interest rate shall remain in effect; or (2) the
12 time or times upon which any change in such variable interest rate shall
13 become effective. A Variable Interest Rate may, without limitation, be based on
14 the interest rate on certain bonds or may be based on interest rate, currency,
15
commodity, or other indexes.
16
"Variable Interest Rate Bonds" means, for any period of time, any Parity
17
18 Bonds that bear a Variable Interest Rate during that period, except that Parity
19 Bonds shall not be treated as Variable Interest Rate Bonds if the net economic
20 effect of interest rates on particular Parity Bonds of an issue and interest rates
21 on other Parity Bonds of the same issue, as set forth in the applicable Parity
22 Bond Authorizing Ordinance, or the net economic effect of a Payment
23
Agreement with respect to particular Parity Bonds, in either case is to produce
24
obligations that bear interest at a fixed interest rate- and Parity Bonds with
25
26
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respect to which a Payment Agreement is in force shall be treated as Variable
1
2 Interest Rate Bonds if the net economic effect of the Payment Agreement is to
3 produce obligations that bear interest at a Variable Interest Rate.
4 "Water Division Fund" means Fund No. 4600 of the City, or any
5 successor fund or funds, into which is paid the Gross Revenue of the Water
6 System.
7 "Water System" means the water system of the City as it now exists, and
8
all additions thereto and betterments and extensions thereof at any time made
9
10 for so long as any of the Parity Bonds are outstanding. The Water System shall
I Inot include the Regional System or any water supply or service or other
12 facilities that may be created, acquired, or constructed by the City as a separate
13 utility system, as provided in Section 23 of this ordinance.
14 Section 2. Parity and Other Findings.
15
2.1 Parity Findings. In connection with the issuance of the Bonds on
16
a parity of lien with the Outstanding Parity Bonds, the City hereby makes the
17
18 following findings:
19 (a) There is, and as of the date of the issuance of the Bonds
20 there will be, no deficiency in the Bond Fund, and no Event of Default, as
21 defined in Ordinance Nos. 26849, 27109, 27405, or 27837, has occurred or is
22 continuing.
23
(b) This ordinance provides that all assessments and interest
24
thereon that may be levied in any utility local improvement district created for
25
26 the purpose of paying, in whole or in part, the principal of and interest on the
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Bonds, shall be paid directly into the Bond Fund, except for any prepaid
2 assessments permitted by law to be paid into a construction fund or account.
3 (c) This ordinance provides for the payment of the principal of
4 and interest on the Bonds out of the Bond Fund.
5 (d) This ordinance provides for the payment of amounts into
6 the Bond Fund to meet mandatory redemption requirements applicable to any
7 Term Bonds to be issued and for regular payments to be made of the payment
8
of the principal of such Term Bonds on or before their maturity, or, as an
9
10 alternative, the mandatory redemption of those Term Bonds prior to their
11 maturity date from money in the Principal and Interest Account.
12 (e) This ordinance provides for the deposit into the Reserve
13 Account of: (1) an amount, if any, necessary to fund the Reserve Requirement
14 upon the issuance of the Bonds from Bond proceeds or other money legally
15
available; or (2) Reserve Insurance or an amount necessary to fund the
16
Reserve Requirement upon the issuance of the Bonds.
17
18 (f) On the date of issuance of the Bonds, there will be on file
19 with the City a certificate of the Finance Director demonstrating that during any
20 12 consecutive calendar months out of the immediately preceding 24 calendar
21 months Net Revenue was at least equal to 1.25 times the projected Maximum
22 Annual Debt Service for all Parity Bonds plus the Bonds.
23
2.2 Other Findings. The City specifies, adopts, and orders to be
24
carried out the system or plan of additions to and betterments and extensions of
25
26 the Water System (the "Plan of Additions" and each element thereof an
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II I /AQ I
"Addition") as generally provided for in the capital portions of the 2011-2012
1
2 Biennial Budgets (the "2011-2012 Budgets") and as provided in subsequent
3 budgets if Bond proceeds are available after 2012, and described as follows:
4 capital improvements to the Water System, including construction and
5 installation of a new filtration system and other supply system improvements.
6 The Bond proceeds will be used to finance and reimburse the City for costs of
7 the Plan of Additions.
8
The estimated cost of the Plan of Additions to be financed with Bond
9
10 proceeds is $74,200,000.
11 The Plan of Additions shall include any amendments, updates,
12 supplements, or replacements to the Water System comprehensive plan or
13 budget, all of which shall constitute amendments to the Plan of Additions. The
14 Plan of Additions also may be modified to include other improvements if the City
15
determines by ordinance or resolution that those amendments or other
16
improvements constitute a system or plan of additions to and betterments and
17
18 extensions of the Water System.
19 The Plan of Additions includes the purchase and installation of all
20 materials, supplies, appliances, equipment (including, but not limited to, data
21 processing hardware and software and conservation equipment) and facilities,
22 the acquisition of all permits, franchises, property and property rights, other
23
capital assets, and all engineering, consulting, and other professional services
24
and studies (whether performed by the City or by other public or private entities)
25
26 necessary or convenient to carry out the Plan of Additions.
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P
Section 3. Authorization and Description of Bonds. For the purpose of
providing all or a part of the money required to: (a) pay part of the cost of
2
carrying out the Plan of Additions; (b) provide for a reserve for the Bonds; (c) to
3
4 refund all or part of the 2001 Bonds if interest rates are favorable; and (d) pay
5 the costs of issuance of the Bonds, the City shall issue the Bonds in the
6 principal amount of not to exceed $120,000,000. The Bonds shall be
7 designated Water System Revenue Bonds, 201 0 and may be issued in one or
8
more series, one series of which may be designated as Build America Bonds,
9
10 shall be dated as specified in the Bond Sale Resolution, shall be in
I I denominations of $5,000 or any integral multiple thereof within a single maturity
12 of each series or such other denomination within each maturity of a series as
13 specified in the Bond Sale Resolution, shall be numbered separately in the
14 manner and with any additional designation as the Bond Registrar deems
15
necessary for the purpose of identification, shall bear interest at such rate or
16
rates (computed on the basis of a 360-day year of 12 30-day months) as shall
17
18 be specified in and approved by the Bond Sale Resolution payable
19 semiannually on the dates as specified in the Bond Sale Resolution; and shall
20 mature on the dates and in years and amounts as specified in the Bond Sale
21 Resolution.
22 Section 4. Bond Sale Resolution. The City Council may adopt the
23
Bond Sale Resolution and, in that resolution, provide for the matters described
24
in this ordinance and such other matters that the City Council deems necessary
25
26 and appropriate to carry out the purposes of this ordinance.
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The Bond Sale Resolution may specify that one or more series of Bonds
are Build America Bonds.
|1013|
3 The Bond Sale Resolution may provide for Bond Insurance or Reserve
4 Insurance, and conditions or covenants relating thereto, including additional
5 terms, conditions, and covenants relating to the Bonds that are required by the
6 Bond Insurer and are consistent with the provisions of this ordinance, including,
7 but not limited to, restrictions on investments and requirements of notice to and
|1013|
consent of the Bond Insurer or provider of Reserve Insurance.
|10 13|
10 The Bond Sale Resolution may approve and authorize the execution and
I I delivery on behalf of the City of any agreements consistent with the provisions
12 of this ordinance for which the City's approval is necessary or to which the City
13 is a party and that are related or incidental to the initial issuance and sale of the
14 Bonds, the establishment of the interest rate or rates on the Bonds, redemption
15
of the Bonds, the refunding plan, and provision of Bond Insurance, Reserve
16
Insurance, Payment Agreements, and similar agreements.
17
18 Section 5. Registration and Transfer or Exchange of Bonds.
19 5.1 Registrar/Bond Register. The City hereby adopts the system of
2o registration approved by the Washington State Finance Committee, which
21 utilizes the Fiscal Agency, as registrar, authenticating agent, paying agent and
22 transfer agent for the Bonds (collectively, the "Bond Registrar"). The Bond
23
Registrar shall keep, or cause to be kept, at its principal corporate trust office,
24
sufficient records for the registration and transfer of the Bonds (the "Bond
25
26 Register"), which shall be open to inspection by the City. The Bond Registrar is
22-
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authorized, on behalf of the City, to authenticate and deliver Bonds transferred
1
2 or exchanged in accordance with the provisions of such Bonds and this
3 ordinance and to carry out all of the Bond Registrar's powers and duties under
4 this ordinance. The Bond Registrar shall be responsible for its representations
5 contained in the Bond Registrar's Certificate of Authentication on the Bonds.
6 5.2 Registered Ownership. The City and the Bond Registrar may
7 deem and treat the registered owner of each Bond as the absolute owner for all
8
purposes, and neither the City nor the Bond Registrar shall be affected by any
9
10 notice to the contrary. Payment of any such Bond shall be made only as
1 1described in Section 7, but such registration may be transferred as herein
12 provided. All such payments made as described in Section 7 shall be valid and
13 shall satisfy the liability of the City upon such Bond to the extent of the amount
14 so paid.
15
5.3 Transfer or Exchange of Registered Ownership; Change in
16
Denominations. The registered ownership of any Bond may be transferred or
17
18 exchanged, but no transfer of any Bond shall be valid unless it is surrendered to
19 the Bond Registrar with the assignment form appearing on the Bond duly
2o executed by the registered owner or such registered owner's duly authorized
21 agent in a manner satisfactory to the Bond Registrar. Upon such surrender, the
22 Bond Registrar shall cancel the surrendered Bond and shall authenticate and
23
deliver, without charge to the registered owner or transferee, a new Bond (or
24
Bonds at the option of the new registered owner) of the same series, date,
25
26 maturity, and interest rate and for the same aggregate principal amount in any
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authorized denomination, naming as registered owner the person or persons
2 listed as the assignee on the assignment form appearing on the surrendered
3 Bond, in exchange for such surrendered and canceled Bond. Any Bond may be
4 surrendered to the Bond Registrar and exchanged, without charge, for an equal
5 aggregate principal amount of Bonds of the same series, date, maturity, and
6 interest rate in any authorized denomination. The Bond Registrar shall not be
7
obligated to transfer or exchange any Bond during a period beginning at the
8
opening of business on the 15 th day of the month next preceding any interest
9
10 payment date and ending at the close of business on such interest payment
11 date, or, in the case of any proposed redemption of the Bonds, after the mailing
12 of notice of the call of such Bonds for redemption.
13 5.4 Bond Registrar's Ownership of Bonds. The Bond Registrar may
14 become the registered owner of any Bond with the same rights it would have if
1 5
it were not the Bond Registrar, and to the extent permitted by law, may act as
16
depository for and permit any of its officers or directors to act as member of, or
17
in any other capacity with respect to, any committee formed to protect the rights
18
19 of the registered owners of the Bonds.
20 5.5 Registration Covenant. The City covenants that, until all Bonds
21 have been surrendered and canceled, it will maintain a system for recording the
22 ownership of each Bond that complies with the provisions of Section 149 of the
23
Code.
24
25 Section 6. Lost or Destroyed Bonds. If any Bonds are lost, stolen, or
26 destroyed, the Bond Registrar may authenticate and deliver a new Bond or
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Bonds of like series, amount, maturity, and tenor to the registered owner upon
2 the owner paying the expenses and charges of the Bond Registrar and the City
in connection with preparation and authentication of the replacement Bond or
|1013|
4 Bonds and upon his or her filing with the Bond Registrar and the City evidence
5 satisfactory to both that such Bond or Bonds were actually lost, stolen, or
6 destroyed and of his or her ownership, and upon furnishing the City and the
7 Bond Registrar with indemnity satisfactory to both.
|1013|
Section 7. Payment of Bond Principal and Interest. Both principal of
|10 13|
10 and interest on the Bonds shall be payable in lawful money of the United States
11 of America. Interest on the Bonds shall be paid by checks or drafts mailed by
12 the Bond Registrar on the interest payment date to the registered owners at the
13 addresses appearing on the Bond Register on the 15 th day of the month
14 preceding the interest payment date or, at the request of an owner of
15
$1,000,000 or more in aggregate principal amount of Bonds, by wire transfer to
16
an account in the United States designated in writing by such owner prior to the
17
18 record date. Principal of the Bonds shall be payable upon presentation and
19 surrender of the Bonds by the registered owners at either of the principal offices
20 of the Bond Registrar at the option of the owners. The Bonds shall be payable
21 solely out of the Bond Fund and shall not be general obligations of the City.
22 Notwithstanding the foregoing, as long as the Bonds are registered in the name
23
of DTC or its nominee, payment of principal of and interest on the Bonds shall
24
be made in the manner set forth in the Letter of Representations.
25
26
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Section 8. Redemption and Open Market Purchase of Bonds.
2 8.1 Optional Redemption. All or some of the Bonds may be subject to
3 redemption at the option of the City at the times and on the terms set forth in
4 the Bond Sale Resolution.
5 8.2 Mandatory Redemption. The Finance Director may designate
6 Term Bonds with mandatory redemption amounts as he deems necessary or
7 advisable all to be provided by the Bond Sale Resolution. The City shall
8
redeem any such Term Bonds, if not redeemed under the optional redemption
9
provisions or purchased in the open market at par plus accrued interest on the
10
1 1dates and in the years and principal amounts and by the method as set forth in
12 the Bond Sale Resolution.
13 If the City shall redeem Term Bonds under the optional redemption
14 provisions or purchase Term Bonds in the open market, the par amount of the
15
Term Bonds so redeemed or purchased (irrespective of their actual redemption
16
or purchase prices) shall be credited against one or more scheduled mandatory
17
18 redemption amounts for those Term Bonds (as allocated by the City) beginning
19 not earlier than 60 days after the date of the optional redemption or purchase,
2o and the City shall promptly notify the Bond Registrar in writing of the manner in
21 which the credit for the Term Bonds so redeemed or purchased has been
22 allocated.
23
8.3 Partial Redemption. Portions of the principal amount of any Bond,
24
in installments of $5,000 or any integral multiple thereof, may be redeemed. If
25
26 less than all of the principal amount of any Bond is redeemed, upon surrender
2 01L -26-
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I PC MA (I I /RAI
of that Bond at either of the principal offices of the Bond Registrar, there shall
2 be issued to the registered owner, without charge therefor, a new Bond (or
3 Bonds, at the option of the registered owner) of the same series, maturity and
4 interest rate in any of the denominations authorized by this ordinance in the
5 aggregate total principal amount remaining unredeemed.
6 8.4 Purchase for Cancellation. The City reserves the right and option
7 to purchase any or all of the Bonds for cancellation at any time at any price
8
acceptable to the City plus accrued interest to the date of purchase. The
9
principal amount of Term Bonds purchased pursuant to this section shall be
10
I I credited at the par amount thereof against the next mandatory redemption
12 requirement, or as otherwise directed by the Finance Director.
13 Section 9. Notice of Redemption. The City shall cause notice of any
14 intended redemption of Bonds to be given not less than 30 nor more than
15
60 days prior to the date fixed for redemption by first class mail, postage
16
prepaid, to the registered owner of any Bond to be redeemed at the address
17
18 appearing on the Bond Register at the time the Bond Registrar prepares the
19 notice, and the requirements of this sentence shall be deemed to have been
20 fulfilled when notice has been mailed as so provided, whether or not it is
21 actually received by the owner of any Bond. Interest on Bonds called for
22 redemption shall cease to accrue on the date fixed for redemption unless the
23
Bond or Bonds called are not redeemed when presented pursuant to the call.
24
In addition, the redemption notice shall be mailed by the Bond Registrar within
25
26 the same period, postage prepaid, to each of the Rating Agencies at their
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LFIC 004 11 I /99)
offices in New York, New York, to any Bond Insurer for the Bonds, and to such
2 other person and with such additional information as the Finance Director shall
3 determine or as shall be specified in the Bond Sale Resolution, but these
4 additional mailings shall not be a condition precedent to the redemption of
5 Bonds. The Bond Registrar shall provide additional notice of redemption (at
6 least 30 days) to the MSRB.
7 In the case of an optional redemption, the notice may state that the City
8
retains the right to rescind the redemption notice and the related optional
9
10 redemption of Bonds by giving a notice of rescission to the affected registered
1 1 owners at any time prior to the scheduled optional redemption date. Any notice
12 of optional redemption that is so rescinded shall be of no effect, and the Bonds
13 for which the notice of optional redemption has been rescinded shall remain
14 outstanding.
15
Section 1 0. Failure to Redeem Bonds. If any Bond is not redeemed
16
when properly presented at its maturity or call date, the City shall be obligated
17
18 to pay interest on that Bond at the same rate provided in the Bond from and
19 after its maturity or call date until that Bond, both principal and interest, is paid
20 in full or until sufficient money for its payment in full is on deposit in the Bond
21 Fund and the Bond has been called for payment by giving notice of that call to
22 the registered owner of each of those unpaid Bonds.
23
24
25
26
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LEG 004 (11/89)
Section 1 1. Form and Execution of Bonds.
1 1. 1 Form of the Bonds. The Bonds shall be in substantially the
2
3 following form:
4 UNITED STATES OF AMERICA
5 NO. $
6 STATE OF WASHINGTON
7 CITY OF TACOMA, WASHINGTON
8 WATER SYSTEM REVENUE [AND REFUNDING] BOND, 2010
[A/B (TAXABLE BUILD AMERICA BONDS - DIRECT PAYMENT)]
9
INTEREST RATE: % MATURITY DATE: CUSIP NO.:
10
11 REGISTERED OWNER: Cede & Co.
12 PRINCIPAL AMOUNT:
13 The City of Tacoma, Washington (the "City") hereby acknowledges itself
14 to owe and for value received promises to pay to the Registered Owner
identified above, or registered assigns, on the Maturity Date identified above,
1 5 the Principal Amount indicated above and to pay interest from 1
2010, or the most recent date to which interest has been paid or duly provided
16 for, until payment of this bond at the Interest Rate set forth above, payable on
December 1, 2010, and semiannually thereafter on the first days of each
17 succeeding June 1 and December 1. Both principal of and interest on this bond
18 are payable in lawful 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 of
19 and interest hereon shall be made as provided in accordance with the
operational arrangements of The Depository Trust Company ("DTC") referred to
20 in the Blanket Issuer Letter of Representations from the City to DTC. In the
event that the bonds of this issue are no longer held in fully immobilized form,
21 interest on this bond shall be paid by check or draft mailed to the Registered
Owner at the address appearing on the Bond Register on the 15 th day of the
22 month preceding the interest payment date, and principal of this bond shall be
23 payable upon presentation and surrender of this bond by the Registered Owner
at the principal office of the fiscal agency of the State of Washington (the "Bond
24 Registrar"); provided, however, that if so requested in writing by the Registered
Owner of at least $1,000,000 principal amount of bonds, interest will be paid by
25 wire transfer on the date due to an account with a bank located within the
26 United States.
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LEG 004 (11/89)
This bond is one of an authorized issue of bonds of like date and tenor,
I except as to number, amount, rate of interest, and date of maturity, in the
2 aggregate principal amount of $ (the "Bonds"), and is issued
pursuant to Ordinance No. and Resolution No. (together, the
3 "Bond Ordinance") passed by the City Council on , 201 0, and adopted by
the City Council on 1 2010, respectively, to finance or refinance capital
4 improvements to the Water System, to provide for a reserve fund, [to refund
certain outstanding revenue bonds of the Water System] and to pay costs of
5 issuance. [The Bonds are being issued simultaneously with the City's Water
6 System Revenue [and Refunding] Bonds, 2010 [A/B (Taxable Build America
Bonds - Direct Payment)] (the "2010[A/B] Bonds")].
7 Capitalized terms used in this bond and not otherwise defined shall have
8 the meanings given them in the Bond Ordinance.
9 The Bonds are subject to redemption prior to their maturities as provided
in the Bond Ordinance.
10
The Bonds are payable solely from the special fund of the City known as
11 the Water Revenue Bond Fund of the Water Division Fund (the "Bond Fund"),
12 created by Ordinance No. 25392. The City has irrevocably obligated and bound
itself to pay into the Bond Fund out of Net Revenue of the Water System or
13 from such other money as may be provided for such purpose certain amounts
necessary to pay and secure the payment of the principal and interest on the
14 Outstanding Parity Bonds, the Bonds, [the 2010[A/B] BondsJ and any Future
15 Parity Bonds.
16 The City has pledged to set aside from the Gross Revenue of the Water
System and to pay into the Bond Fund the various amounts required by the
17 Bond Ordinance to be paid into and maintained in such Fund within the times
provided by the Bond Ordinance.
18
To the extent more particularly provided by the Bond Ordinance, the
19 amounts so pledged to be paid out of the Gross Revenue of the System into the
20 Bond Fund shall be a lien and charge thereon equal in rank to the lien and
charge upon such Gross Revenue of the amounts required to pay and secure
21 the payment of the City's Outstanding Parity Bonds, the 2010[A/B] Bonds and
any Future Parity Bonds, and superior to all other liens and charges of any kind
22 or nature, except subject to the Operation and Maintenance Expenses of the
Water System.
23
The City has further bound itself to maintain the Water System in good
24 repair, working order and condition, to operate the same in an efficient manner
25 and at a reasonable cost, and to establish, maintain, and collect rates and
charges for as long as any of the Bonds are outstanding that will make
26 available, for the payment of the principal thereof and interest thereon as the
2 0 5 ordl2642.doc-BF/lad Bond -30-
LEG 004 (11/89)
same shall become due, Net Revenue in an amount at least equal to the
Coverage Requirement. The City hereby covenants that it will perform all the
covenants of this Bond and of the Bond Ordinance, and reference is hereby
2 made to the Bond Ordinance for a complete statement of such covenants.
3 The pledge of Net Revenue of the Water System and other obligations of
4 the City under the Bond Ordinance may be discharged at or prior to the maturity
or redemption of the bonds of this issue upon the making of provision for the
5 payment thereof on the terms and conditions set forth in the Bond Ordinance.
6 This Bond is a special limited obligation of the City and is not an
7 obligation of the State of Washington or any political subdivision thereof other
than the City, and neither the full faith and credit nor the taxing power of the City
8 or the State of Washington is pledged to the payment of this Bond.
9 [The City in the Bond Ordinance has elected to have section 54AA of the
Internal Revenue Code of 1986, as amended (the "Code"), apply to the Bonds
io so that the Bonds are treated as "Build America Bonds," and further to have
subsection 54AA(g) of the Code apply to the Bonds so that the Bonds are
1 1 treated as "qualified bonds" pursuant to section 6431 of the Code.]
12 This Bond shall not be valid or become obligatory for any purpose or be
13 entitled to any security or benefit under the Bond Ordinance until the Certificate
of Authentication has been manually signed by the Bond Registrar.
14
This Bond is transferable only on the records maintained by the Bond
15 Registrar for that purpose upon the surrender of this Bond by the Registered
Owner or his or her duly authorized agent and only if endorsed in the manner
16 provided hereon, and a new fully registered Bond of like principal amount,
17 maturity, and interest rate shall be issued to the transferee in exchange. Such
exchange or transfer shall be without cost to the Registered Owner or
18 transferee. The City and Bond Registrar may deem the person in whose name
this Bond is registered to be the absolute owner for the purpose of receiving
19 payment of the principal of and interest on this Bond and for all other purposes.
20 The Bond Registrar is not required to issue, register, transfer, or
exchange any Bonds during a period beginning at the opening of business on
21 the 15 th day of the month next preceding any interest payment date and ending
22 at the close of business on the interest payment date, or, in the case of any
proposed redemption of the Bonds, after the mailing of notice of the call of such
23 Bonds for redemption.
24 It is hereby certified that all acts, conditions, and things required by the
Constitution and statutes of the State of Washington and the Charter and
25 ordinances of the City to exist, to have happened, been done, and performed
26 precedent to and in the issuance of this Bond have happened, been done, and
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I RC 004 f I 1 /891
performed and that the issuance of this bond and the bonds of this series does
I not violate any constitutional, statutory, or other limitation upon the amount of
2 bonded indebtedness that the City may incur.
3 The City has caused this Bond to be executed by the manual or facsimile
signature of the Mayor and to be aftested by the manual or facsimile signature
4 of the City Clerk, and has caused the seal of the City to be impressed or
imprinted on this Bond, as of this 2010.
5
CITY OF TACOMA, WASHINGTON
6
7 By /s/
8 Mayor
9
ATTEST:
10
11 /s/
12 City Clerk
1 3 The Bond Registrar's Certificate of Authentication on the Bonds shall be
in substantially the following form:
14
CERTIFICATE OF AUTHENTICATION
15
16 This is one of the Water System Revenue [and Refunding] Bonds,
2010[A/B (Taxable Build America Bonds Direct Payment)] of the City of
17 Tacoma, Washington, dated 201 0, described in the Bond
Ordinance.
18
WASHINGTON STATE FISCAL AGENCY,
19 as Bond Registrar
20
21 By
Authorized Signatory
22
23
24
25
26
207 -32-
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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
6
7 (Please print or typewrite name and address, including zip code, of transferee)
8
the within bond and does hereby irrevocably constitute and appoint
9
10 as attorney-in-fact to transfer said Bond on the books kept for registration
thereof with full power of substitution in the premises.
11 DATED:
12
SIGNATURE GUARANTEED:
13
14 NOTICE: Signature(s) must be guaranteed
15 pursuant to law.
16 NOTE: The signature on this
Assignment must correspond
17 with the name of the Registered
18 Owner as it appears upon the
face of the within Bond in every
19 particular, without alteration or
enlargement or any change
20 whatever.
21 11.2 Execution of the Bonds. The Bonds shall be signed by the Mayor
22 and City Clerk, either or both of whose signatures may be manual or in
23
facsimile, and the seal of the City or a facsimile reproduction thereof shall be
24
impressed or printed thereon.
25
26
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LEG 004 (11/89)
Only Bonds bearing a Certificate of Authentication in the form set forth
2 above, manually signed by the Bond Registrar, shall be valid or obligatory for
3 any purpose or entitled to the benefits of this ordinance. The authorized signing
4 of a Certificate of Authentication shall be conclusive evidence that the Bonds so
5 authenticated have been duly executed, authenticated, and delivered and are
6 entitled to the benefits of this ordinance.
7 If any officer whose facsimile signature appears on the Bonds ceases to
8
be an officer of the City authorized to sign bonds before the Bonds bearing his
9
10 or her facsimile signature are authenticated or delivered by the Bond Registrar
or issued by the City, those Bonds nevertheless may be authenticated,
I 1
12 delivered, and issued and, when authenticated, issued, and delivered, shall be
13 as binding on the City as though that person had continued to be an officer of
14 the City authorized to sign bonds. Any Bond also may be signed on behalf of
15
the City by any person who, on the actual date of signing of the Bond, is an
16
officer of the City authorized to sign bonds, although he or she did not hold the
17
18 required office on the date of issuance of the Bonds.
19 Section 12. Bond Registrar. The Bond Registrar shall keep, or cause
20 to be kept, at its principal corporate trust office, sufficient books for the
21 registration and transfer of the Bonds which shall at all times be open to
22 inspection by the City. The Bond Registrar is authorized, on behalf of the City,
23
to authenticate and deliver Bonds transferred or exchanged in accordance with
24
the provisions of the Bonds and this ordinance, to serve as the City's paying
25
26 agent for the Bonds, and to carry out all of the Bond Registrar's powers and
209 -34-
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LEG 004 f 1 1/89)
duties under this ordinance and Ordinance No. 22999, establishing a system of
1
2 registration for the City's bonds and obligations.
3 The City reserves the right in its discretion to appoint special paying
4 agents, registrars, or trustees in connection with the payment of some or all of
5 the principal of or interest on the Bonds. If a new Bond Registrar is appointed
6 by the City, notice of the name and address of the new Bond Registrar shall be
7 mailed to the registered owners of the Bonds. The notice may be mailed
8
together with the next interest payment due on the Bonds, but, to the extent
9
10 practicable, shall be mailed not less than 15 days prior to a maturity date of the
I Iprincipal or a mandatory redemption date of any Bond.
1 2 Section 13. Continuing Disclosure.
13 13.1 Contract/Undertaking. To meet the requirements of United States
14 Securities and Exchange Commission ("SEC") Rule 15c2-12(b)(5) (the "Rule"),
1 5
as applicable to a participating underwriter for the Bonds, the City makes the
16
following written undertaking (the "Undertaking") for the benefit of holders of the
1 7
18 Bonds:
19 (a) Financial Statements/Operating Data. The City agrees to
20 provide, or cause to be provided, either directly or through a designated agent,
21 to the MSRB as designated by the SEC in accordance with the Rule, in
22 electronic format as prescribed by the MSRB, accompanied by identifying
23
information as prescribed by the MSRB, the following annual financial
24
information and operating data for the prior fiscal year (commencing in 201 1 for
25
26 the fiscal year ended December 31, 201 0):
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ordl2642.doc-BF/lad Bond
LEC 004 (11/891 1
(i) Annual financial statements, which statements may
2 or may not be audited, showing ending fund balances for the Water System
prepared in accordance with the Budget Accounting and Reporting System
3
4 prescribed by the Washington State Auditor, pursuant to RCW 43.09.200 (or
5 any successor statute);
6
(ii) Principal amount of outstanding Parity Bonds and
7
debt service coverage;
8
(iii) Water rates; and
9
10 (iv) Number of customers and water sales.
I 1 The information and data described above shall be provided on or before
12 nine months after the end of the City's fiscal year. The City's current fiscal year
13 ends December 31. The City may adjust such fiscal year by providing written
14 notice of the change of fiscal year to the MSRB. Such information may be
15
provided in a single or multiple documents, and may be incorporated by specific
16
reference to documents available to the public on the Internet website of the
17
18 MSRB or filed with the SEC.
19 If not provided as part of the annual financial information discussed
20 above, the City shall provide the City's audited annual financial statement
21 prepared in accordance with the Budget Accounting and Reporting System
22 prescribed by the Washington State Auditor, pursuant to RCW 43.09.200 (or
23
any successor statute) when and if available to the IVISRB.
24
(b) Material Events. The City agrees to provide or cause to be
25
26 provided, in a timely manner, to the MSRB notice of the occurrence of any of
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the following events with respect to the Bonds (as currently defined below or as
2redefined by MSRB in the future), if material:
3 (i) Principal and interest payment delinquencies;
4 (ii) Non payment related defaults;
5 (iii) Unscheduled draws on debt service reserves
6 reflecting financial difficulties;
7 (iv) Unscheduled draws on credit enhancements
8
reflecting financial difficulties;
9
10 (v) Substitution of credit or liquidity providers, or their
1 1failure to perform;
12 (vi) Adverse tax opinions or events affecting the tax
13 exempt status of the Bonds, if applicable;
14 (vii) Modifications to the rights of Bond owners;
15
(viii) Bond calls (optional, contingent, or unscheduled
16
Bond calls other than scheduled sinking fund redemptions for which notice is
17
given pursuant to Exchange Act Release 34 23856);
18
19 (ix) Defeasances;
20 (x) Release, substitution, or sale of property securing
21 repayment of the Bonds; and
22 (xi) Rating changes.
23
(c) Notification Upon Failure to Provide Financial Data. The
24
City agrees to provide, or cause to be provided, in a timely manner, to the
25
26
4
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I V nfiAt II /AQ1 I
MSRB notice of its failure to provide the annual financial information described
2 in Subsection (b) above on or prior to the date set forth in Subsection (b) above.
3 (d) Amendment of Undertaking. The Undertaking is subject to
4 amendment after the primary offering of the Bonds without the consent of any
5 holder of any Bond, or of any broker, dealer, municipal securities dealer,
6 participating underwriter, rating agency or the MSRB, under the circumstances
7 and in the manner permitted by the Rule.
8
The City will give notice to the MSRB of the substance (or provide a
9
10 copy) of any amendment to the Undertaking and a brief statement of the
I I reasons for the amendment. If the amendment changes the type of annual
12 financial information to be provided, the annual financial information containing
13 the amended financial information will include a narrative explanation of the
14 effect of that change on the type of information to be provided.
15
(e) Beneficiaries. The Undertaking evidenced by this section
16
shall inure to the benefit of the City and any owners and beneficial owners of
17
18 Bonds, and shall not inure to the benefit of or create any rights in any other
19 person.
20 (f) Termination of Undertaking. The City's obligations under
21 this Undertaking shall terminate upon the legal defeasance of all of the Bonds.
22 In addition, the City's obligations under this Undertaking shall terminate if those
23
provisions of the Rule which require the City to comply with this Undertaking
24
become legally inapplicable in respect of the Bonds for any reason, as
25
26 confirmed by an opinion of nationally recognized bond counsel or other counsel
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familiar with federal securities laws delivered to the City, and the City provides
2 timely notice of such termination to the MSRB.
3 (g) Remedy for Failure to Comply with Undertaking. As soon
4 as practicable after the City learns of any failure to comply with the Undertaking,
5 the City will proceed with due diligence to cause such noncompliance to be
6 corrected. No failure by the City or other obligated person to comply with the
7 Undertaking shall constitute a default in respect of the Bonds. The sole remedy
8
of any holder of a Bond shall be to take such actions as that holder deems
9
10 necessary, including seeking an order of specific performance from an
I 1 appropriate court, to compel the City or other obligated person to comply with
1 2 the Undertaking.
1 3 (h) Designation of Official Responsible to Administer
14 Undertaking. The Finance Director of the City (or such other officer of the City
1 5
who may in the future perform the duties of that office) or his or her designee is
16
authorized and directed in his or her discretion to take such further actions as
17
18 may be necessary, appropriate or convenient to carry out the Undertaking of
19 the City in respect of the Bonds set forth in this section and in accordance with
20 the Rule, including, without limitation, the following actions:
21 (i) Preparing and filing the annual financial information
22 undertaken to be provided;
23 (ii) Determining whether any event specified in
24
Section 13.1 (b) has occurred, assessing its materiality with respect to the
25
26 Bonds, and, if material, preparing and disseminating notice of its occurrence;
I A
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(iii) Determining whether any person other than the City
2 is an "obligated person" within the meaning of the Rule with respect to the
3 Bonds, and obtaining from such person an undertaking to provide any annual
4 financial information and notice of material events for that person in accordance
5 with the Rule;
6 (iv) Selecting, engaging and compensating designated
7 agents and consultants, including but not limited to financial advisors and legal
8
counsel, to assist and advise the City in carrying out the Undertaking; and
9
10 (v) Effecting any necessary amendment of the
11 Undertaking.
12 Section 14 Bond Fund. The Bond Fund has been created in the Water
13 Division Fund, known as the Water Revenue Bond Fund, and is further divided
14 into two accounts: the Principal and Interest Account and the Reserve Account.
15
So long as any Parity Bonds are outstanding, the City shall set aside and pay
16
into the Bond Fund out of the Net Revenue, certain fixed amounts without
17
18 regard to any fixed proportion, namely
19 (a) Into the Principal and Interest Account on or before each
20 interest or principal and interest payment date of any Parity Bonds at least an
21 amount which, together with other money on deposit therein, will be sufficient to
22 pay the interest, or principal and interest, to become due and payable on the
23
Parity Bonds on that payment date, including any Parity Bonds subject to
24
mandatory redemption on that date, and net payments due on Parity Payment
25
26 Agreements; and
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(b) Into the Reserve Account the Reserve Requirement for the
2 Bonds. The City may, at any time, provide all or any part of the Reserve
3 Requirement through Reserve Insurance, and the amount available to be drawn
4 upon under that Reserve Insurance shall be credited against the Reserve
5 Requirement, subject to the following:
6 The Reserve Insurance shall not be cancelable on less than three years'
7 notice. On receipt of a notice of cancellation of any Reserve Insurance or upon
8
notice that the entity providing the Reserve Insurance no longer meets the
9
10 requirements specified herein, the City shall substitute Reserve Insurance in the
I I amount required to make up the deficiency created in the Reserve Account or in
12 the alternative shall create a special account in the Water Division Fund and
13 deposit therein, on or before the 25 th day of each of the 36 succeeding calendar
14 months (commencing with the 25 th day of the calendar month next following the
15
date of the notice) 1/36th of the amount sufficient, together with other money
16
and investments on deposit in the Reserve Account, to equal the Reserve
17
18 Requirement in effect as of the date the cancellation or disqualification of the
19 entity becomes effective. Those amounts shall be deposited in the special
2o account from money in the Water Division Fund after making provision for
21 payment of Operation and Maintenance Expenses and for required payments
22 into the Bond Fund. Amounts on deposit in that special account shall not be
23
available to pay debt service on Parity Bonds or for any other purpose of the
24
City, and shall be transferred to the Reserve Account on the effective date of
25
26 any cancellation of a Reserve Insurance to make up all or part of the deficiency
4
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caused thereby. Amounts in that special account or in the Reserve Account
2 may be transferred back to the Water Division Fund and used for any purpose if
3 and when qualifying Reserve Insurance is obtained.
4 Except for withdrawals therefrom and payments over time as authorized
5 herein, the Reserve Account shall be maintained at the Reserve Requirement,
6 as it is adjusted from time to time, at all times so long as any Parity Bonds are
7
outstanding. For the purpose of determining the amount credited to the
8
Reserve Account, obligations in which money in the Reserve Account has been
9
10 invested shall be valued at the greater of cost or accreted value.
11 In the event that there shall be a deficiency in the Principal and Interest
12 Account to meet maturing installments of either principal or interest or
13 mandatory redemption requirements, as the case may be, that deficiency shall
14 be made up from the Reserve Account by the withdrawal of cash or draws on
15
the Reserve Insurance therefrom for that purpose. Any deficiency created in
16
the Reserve Account by reason of any such withdrawal shall, within 12 months,
17
18 be made up from Net Revenue available after making necessary provisions for
19 the required payments into the Principal and Interest Account.
20 The money in the Reserve Account may be applied to the payment of the
21 last outstanding Parity Bonds payable out of the Bond Fund, except that any
22 money in the Reserve Account (including investment earnings) in excess of the
23
Reserve Requirement may be withdrawn and deposited in the Principal and
24
Interest Account and spent for the purpose of retiring Parity Bonds or may be
25
26 deposited in any other fund or account and spent for any other lawful Water
4
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System purpose. When the total amount in the Bond Fund (including
2 investment earnings) shall equal the total amount of principal and interest for all
3 Parity Bonds to the last maturity thereof, no further payment need be made into
4 the Bond Fund.
5 The City may provide for the purchase, redemption, or defeasance of
6 any Parity Bonds by the use of money on deposit in any account in the Bond
7 Fund as long as the money remaining in those accounts is sufficient to satisfy
8
the required deposits in those accounts for the remaining Parity Bonds.
9
10 All money in the Bond Fund may be kept in cash or invested in legal
investments (including the City's investment pool) maturing, for investments in
11
12 the Principal and Interest Account, not later than the dates when the funds are
13 required for the payment of principal of or interest on the Parity Bonds and, for
14 investments in the Reserve Account, maturing (or subject to redemption, or
15
repurchase and redemption, at the option of the City) on a date not later than
16
15 years from the date of investment.
17
18 Earnings from investments in the Principal and Interest Account shall be
19 deposited in that account. Earnings from investments in the Reserve Account
20 shall be deposited in that account if necessary to meet the Reserve Account
21 Requirement. Notwithstanding the provisions for the deposit of earnings, any
22 earnings that are subject to federal arbitrage rebate requirements may be
23
withdrawn from the Bond Fund for deposit into a separate fund or account
24
created for the purpose of compliance with those rebate requirements.
25
26
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C
If the City provides for all or part of the Reserve Requirement by Reserve
2 Insurance, excess amounts in the Reserve Account may be withdrawn from that
3 account and deposited either in the Principal and Interest Account and/or in the
4 Water Division Fund, subject to applicable state and federal law.
5 Once the 2001 Bonds, the 2003 Bonds and the 2005 Bonds are no
6 longer outstanding, a supplemental ordinance may establish a separate reserve
7 account for a series of Future Parity Bonds, in which case the Reserve Account
8
shall not secure such Future Parity Bonds.
9
10 The City may create sinking fund accounts or other accounts in the Bond
11 Fund for the payment or securing the payment of Parity Bonds, as long as the
12 maintenance of such accounts does not conflict with the rights of the owners of
13 such Parity Bonds.
14 Section 15. Construction Fund and Deposit of Bond Proceeds. There
15 is created in the Water Division Fund a fund known as the 201 0 Water Division
16
Construction Fund (the "Construction Fund"). The principal proceeds of the
17
18 sale of the Bonds remaining after: (a) the deposit of the amount necessary to
19 refund the Refunded Bonds into the escrow account; (b) the deposit of any
20 proceeds as determined by the Bond Sale Resolution into the Reserve Account;
21 and (c) the deposit to the Construction Fund of the amounts set forth in the
22 Bond Sale Resolution, shall be deposited into the Construction Fund as
23
determined by the Director of Utilities to be used for the purpose of paying part
24
of the costs of carrying out the Plan of Additions and to pay for the costs of
25
issuance of the Bonds. Money in the Construction Fund may be used to
26
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reimburse the Water Division Fund for prior expenditures in connection with the
Plan of Additions described and ordered to be carried out in Section 2. Until
2
3 needed to pay such costs, the City may invest principal proceeds and interest
4 thereon temporarily in any legal investment, and the investment earnings may
5 be retained in the Construction Fund and be spent for the purposes of those
6 funds or may be deposited in the Bond Fund.
7
Section 16. Rate Stabilization Account. There has previously been
8
established in the Water Division Fund a Rate Stabilization Account. The City
9
10 may, at any time, as determined by the City and as consistent with Section 20
11 of this ordinance, deposit in the Rate Stabilization Account Gross Revenue and
12 any other money received by the Water System and available to be used
13 therefor, excluding principal proceeds of Parity Bonds or other borrowing. Net
14 Revenue for a fiscal year shall not include deposits into the Rate Stabilization
15
Account. The City may withdraw money from the Rate Stabilization Account for
16
inclusion in the Net Revenue for any fiscal year of the Water System, except
17
18 that: (a) the total amount withdrawn from the Rate Stabilization Account in any
19 fiscal year of the Water System may not exceed the total debt service of the
20 Water System in that year; and (b) the Net Revenue in that fiscal year,
21 disregarding the amounts withdrawn from the Rate Stabilization Account, must
22 equal at least 1.0 times the Annual Debt Service that year on all Parity Bonds.
23
Such deposits or withdrawals may be made up to and including the date
24
90 days after the end of the fiscal year for which the deposit or withdrawal will
25
26 be included as Net Revenue for that fiscal year.
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C
Earnings from investments in the Rate Stabilization Account shall be
2 deposited in that fund or another Water System fund and shall not be included
3 as Net Revenue unless and until withdrawn from that fund as provided herein.
4 No deposit of Gross Revenue shall be made into the Rate Stabilization
5 Account to the extent that such deposit would prevent the City from meeting the
6 Coverage Requirement in the relevant fiscal year.
7 Section 17. Finding as to Sufficiency of Gross Revenue. The City finds
8
that the Gross Revenue and benefits to be derived from the operation and
9
10 maintenance of the Water System of the City at the rates to be charged for
I I water and other services and commodities from the Water System will be more
12 than sufficient to meet all Operation and Maintenance Expenses and to permit
13 the setting aside into the Bond Fund out of the Gross Revenue of amounts
14 sufficient to pay the principal of and interest on the Bonds and any mandatory
15
redemption requirements when due. The City further declares that in creating
16
the Bond Fund and in fixing the amounts to be paid into the Bond Fund it has
17
18 exercised due regard for Operation and Maintenance Expenses, and the City
19 has not bound and obligated itself to set aside and pay into the Bond Fund a
20 greater amount or proportion of the Gross Revenue than in the judgment of the
21 City will be available over and above the Operation and Maintenance
22 Expenses.
23
Section 18. Pledge of Net Revenue and Lien Position. The Net
24
Revenue of the Water System and all money and investments held in the Bond
25
26 Fund, the Rate Stabilization Account, and the Construction Fund (except money
2 231 -46-
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I and investments held in a separate fund or account created for the purpose of
2 compliance with rebate requirements under the Code), is pledged to the
3 payment of the Parity Bonds and to make payments into the Reserve Account
4 required by this ordinance, the Parity Bond Authorizing Ordinances and the
5 Bond Sale Resolution, and this pledge shall constitute a lien and charge upon
6 the Net Revenue prior and superior to any other charges whatsoever.
7
Section 19. Covenants. The City covenants and agrees with the owner
8
of each Bond at any time outstanding, as follows:
9
10 19.1 Operation and Maintenance. It will at all times maintain, preserve,
I I and keep the properties of the Water System in good repair, working order, and
12 condition; will make all necessary and proper additions, betterments, renewals,
13 and repairs thereto, and improvements, replacements, and extensions thereof;
14 and will at all times operate or cause to be operated the properties of the Water
15
System and the business in connection therewith in an efficient manner and at
16
a reasonable cost.
17
18 19.2 Establishment and Collection of Rates and Charges and Other
19 Covenants. It will establish, maintain, and collect rates and charges for
20 services and facilities provided by the Water System which will be fair and
21 equitable, and will adjust those rates and charges from time to time so that:
22 (a) The Gross Revenue will be sufficient to: (A) pay all
23
Operation and Maintenance Expenses; (B) pay when due all amounts that the
24
25 City is obligated to pay into the Bond Fund and the accounts therein; and
26 (C) pay all taxes, assessments, or other governmental charges lawfully
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imposed on the Water System or the revenue therefrom or payments in lieu
2 thereof and any and all other amounts which the City may now or hereafter
3 become obligated to pay from the Gross Revenue by law or contract; and
4 (b) The Net Revenue of the Water System in each fiscal year
5 of the Water System will be at least equal to the Coverage Requirement; and
6 (c) The failure of the City to comply with subparagraphs (a)
7
and (b) of this Section 19.2 shall not be an Event of Default as defined in
8
Section 29 of this ordinance if the City promptly retains an Independent
9
10 Consulting Engineer or, once the Outstanding Parity Bonds are no longer
11 Outstanding, an independent certified public accountant, to recommend to the
12 City Council adjustments in the rates of the Water System necessary to meet
13 the requirements of those subparagraphs and if the City Council adopts the
14 recommended modifications within 180 days of the date the failure become
15
known to the City Council.
16
(d) Sale, Transfer, or Disposition of the Water System. It will
1 7
18 sell, transfer, or otherwise dispose of any of the works, plant, properties,
19 facilities, or other part of the Water System or any real or personal property
20 comprising a part of the Water System only upon approval by ordinance and
21 only consistent with one or more of the following:
22 (i) The City may exchange any of the works, plant,
23
properties, facilities, or other part of the Water System for works, plant,
24
properties, or facilities of substantially the same type, use and value; or
25
26
9 -48-
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(ii) The City, in its discretion, may carry out such a sale,
2 transfer, or disposition (each, as used in this subparagraph, a "transfer") if the
3 facilities or property transferred are not material to the operation of the Water
4 System, or shall have become unserviceable, inadequate, obsolete or unfit to
5 be used in the operation of the Water System or are no longer necessary,
6 material, or useful to the operation of the Water System; or
7
(iii) The City, in its discretion, may carry out such a
8
transfer if the aggregate depreciated cost value of the facilities or property being
9
10 transferred under this subparagraph (iii) in any fiscal year of the Water System
11 comprises no more than three percent of the total assets of the Water System;
12 or
13 (iv) The City may sell, lease, mortgage, or otherwise
14 dispose of the Water System, including all additions to and betterments and
15
extensions thereof at any time made, that are used, useful, or material in the
16
operation of the Water System, if provision is made for the replacement thereof
17
18 or if the City receives from the purchaser or transferee an amount equal to or
19 greater than the greatest of the following:
20 (A) An amount which will be in the same
21 proportion to the net amount of Parity Bonds then outstanding (defined as the
22 total amount of the Parity Bonds less the amount of cash and investments in the
23
Bond Fund and accounts therein) that the Gross Revenue of the Water System
24
from the portion of the Water System sold or disposed of for the preceding year
25
26 bears to the total Gross Revenue of the Water System for that period;
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(B) An amount which will be in the same
2 proportion to the net amount of Parity Bonds then outstanding (as defined
3 above) that the Net Revenue from the portion of the Water System sold or
4 disposed of for the preceding year bears to the total Net Revenue of the Water
5 System for such period; or
6 (C) An amount which will be in the same
7 proportion to the net amount of Parity Bonds then outstanding (as defined
8
above) that the depreciated cost value of the portion of the Water System sold
9
10 or disposed of bears to the depreciated cost value of the entire Water System
I I immediately prior to such sale or disposition.
12 The amount required to be paid to the City under this paragraph may be
13 reduced by any "equity credits" or similar amounts based on prior capital
14 contributions or other payments to the City which, under any contract between
15
the City and the purchaser or transferee, are allowed as a setoff against the
16
purchase or transfer price that would otherwise be payable to the City.
17
18 The City may accept from the purchaser or transferee the amount
19 calculated as described in this paragraph, payable, with interest, amortized over
20 the number of years of remaining life of the portion of the Water System sold or
21 disposed of or such shorter period of time as determined by the City. However,
22 the contract of transfer or sale must provide that the payments to the City shall
23
be either superior to or equal to the lien on the revenues of the purchaser or
24
transferee of all other obligations of the purchaser or transferee.
25
26
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(e) No Free Service. Except to aid the poor or infirm and for
2 firefighting purposes and if the City elects to provide free service for such
3 purposes, it will not furnish or supply or permit the furnishing or supplying of any
4 service or facility in connection with the operation of the Water System free of
5 charge to any person, firm, or corporation, public or private.
6 (f) Liens Upon the Water System. Except as otherwise
7
provided in this ordinance, it will not at any time create or permit to accrue or to
8
exist any lien or other encumbrance or indebtedness upon the Gross Revenue
9
10 or any part thereof, prior or superior to the lien thereon for the payment of the
1 1 Parity Bonds, and will pay and discharge, or cause to be paid and discharged,
12 any and all lawful claims for labor, materials, or supplies which, if unpaid, might
13 become a lien or charge upon the Gross Revenue or any part thereof, prior or
14 superior to, or on a parity with, the lien of the Parity Bonds, or which might
15
impair the security of the Parity Bonds.
16
(g) Books and Accounts. It will keep proper books, records,
17
18 and accounts with respect to the operations, income, and expenditures of the
19 Water System in accordance with generally accepted accounting practices
20 relating to municipal utilities and any applicable rules and regulations prescribed
21 by the State, and will cause those books, records, and accounts to be audited
22 on an annual basis by the State Auditor and/or Independent Auditor (or, if such
23
audit is not made by the State Auditor within 270 days after the close of any
24
fiscal year of the Water System, by a certified public accountant selected by the
25
26 City). It will prepare annual financial and operating statements as soon as
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practicable after the close of each fiscal year of the Water System showing in
2 reasonable detail the financial condition of the Water System as of the close of
3 the previous year, and the income and expenses for such year, including the
4 amounts paid into the Bond Fund and into any and all special funds or accounts
5 created pursuant to the provisions of this ordinance, the status of all funds and
6 accounts as of the end of such year, and the amounts expended for
7
maintenance, renewals, replacements, and capital additions to the Water
8
System. Such statements shall be sent to the owner of any Parity Bonds upon
9
10 written request therefor being made to the City. The City may charge a
1 1 reasonable cost for providing such financial statements.
12 (h) Collection of Delinquent Accounts. On at least an annual
13 basis, it will determine all accounts that are delinquent and will take such
14 actions as the City determines are reasonably necessary to enforce payment of
15
those delinquent accounts.
16
(i) Maintenance of Insurance. It at all times will carry fire and
17
18 extended coverage, public liability and property damage and such other forms
19 of insurance with responsible insurers and with policies payable to the City on
20 such of the buildings, equipment, works, plants, facilities and properties of the
21 Water System as are ordinarily carried by municipal or privately owned utilities
22 engaged in the operation of like systems, and against such claims for damages
23
as are ordinarily carried by municipal or privately owned utilities engaged in the
24
operation of like systems, or it will self insure or will participate in an insurance
25
26
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pool or pools with reserves adequate, in the reasonable judgment of the City, to
2 protect the Water System and the owners of the Parity Bonds against loss.
3 0) Condemnation Awards and Insurance Proceeds. If the City
4 receives any condemnation awards or proceeds of an insurance policy in
5 connection with any loss of or damage to any property of the Water System, it
6 shall apply the condemnation award or insurance proceeds, in the City's sole
7
discretion, either: (A) to the cost of replacing or repairing the lost or damaged
8
properties; (B) to the payment, purchase or redemption of Parity Bonds; or
9
10 (C) to the cost of improvements to the Water System.
I I Section 20. Flow of Funds. The Gross Revenue of the Water System
12 shall be used for the following purposes only and shall be applied in the
13 following order of priority:
1 4 (a) To pay the Operation and Maintenance Expenses;
15
(b) To pay interest on Parity Bonds and net payments on
16
Parity Payment Agreements when due-,
17
18 (c) To pay the principal of Parity Bonds as it comes due at
19 maturity or as the principal is required to be paid pursuant to mandatory
20 redemption requirements applicable to Term Bonds, and to make payments due
21 under any reimbursement agreement with a Bond Insurer which agreement
22 requires those payments to be treated on a parity of lien with the Parity Bonds,
23
(d) To make all payments required to be made into the
24
Reserve Account, all payments required to be made under any agreement
25
26 relating to the provision of Reserve Insurance, and payments due under any
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reimbursement agreement with a Bond Insurer which agreement requires those
2 payments to be treated on a parity of lien with the payments required to be
3 made into the Reserve Account;
4 (e) To make all payments required to be made into any
5 revenue bond, note, warrant, or other revenue obligation redemption fund, debt
6 service account, or reserve account created to pay or secure the payment of
7 the principal of and interest on any revenue bonds, notes, warrants, or other
8
obligations of the City having a lien upon the revenue of the Water System
9
junior and inferior to the lien thereon for the payment of the principal of and
10
11 interest on the Parity Bonds, including the Public Works Trust Fund loans; and
12 (f) To retire by redemption or purchase in the open market any
1 3 outstanding revenue bonds or other revenue obligations of the Water System;
14 to make necessary additional betterments, improvements, and repairs to or
1 5
extensions and replacements of the Water System; to make deposits into the
16
Rate Stabilization Account; or for any other lawful Water System purposes,
17
18 including payment of gross earnings taxes to the City's General Fund.
19 The City may transfer any money from any funds or accounts of the
20 Water System legally available therefor, except bond redemption funds,
21 refunding escrow funds or defeasance funds, to meet the required payments to
22 be made into the Bond Fund.
23
Section 21. Provisions for Future Parity Bonds. The City reserves the
24
right to issue Future Parity Bonds and to enter into Parity Payment Agreements
25
26 for purposes of the Water System or to refund a portion of the Parity Bonds if
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the following conditions are met and complied with at the time of the issuance of
2 those Future Parity Bonds or entering into the Parity Payment Agreement:
3 (a) There shall be no deficiency in the Bond Fund and no
4 Event of Default as defined in Section 29 shall have occurred and be
5 continuing.
6 (b) The Parity Bond Authorizing Ordinance shall provide that
7 all assessments and interest thereon that may be levied in any utility local
8
improvement district created for the purpose of paying, in whole or in part, the
9
principal of and interest on those Future Parity Bonds, shall be paid directly into
10
11 the Bond Fund, except for any prepaid assessments permitted by law to be paid
12 into a construction fund or account.
13 (c) The Parity Bond Authorizing Ordinance shall provide for the
14 payment of the principal thereof and interest thereon out of the Bond Fund.
15
(d) The Parity Bond Authorizing Ordinance shall provide for the
16
payment of amounts into the Bond Fund to meet mandatory redemption
17
requirements applicable to any Term Bonds to be issued and for regular
18
19 payments to be made for the payment of the principal of such Term Bonds on
20 or before their maturity, or, as an alternative, the mandatory redemption of
21 those Term Bonds prior to their maturity date from money in the Principal and
22 I nterest Account.
23
(e) The Parity Bond Authorizing Ordinance shall provide for the
24
deposit into the Reserve Account of: (i) an amount, if any, necessary to fund
25
26 the Reserve Requirement upon the issuance of those Future Parity Bonds from
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Future Parity Bond proceeds or other money legally available; or (ii) Reserve
2 Insurance or an amount plus Reserve Insurance necessary to fund the Reserve
3 Requirement upon the issuance of those Future Parity Bonds; or (iii) amounts
4 necessary to fund the Reserve Requirement from Net Revenue within five years
5 from the date of issuance of those Future Parity Bonds, in five approximately
6 equal annual payments.
7 (f) There shall be on file with the City either:
8
(i) A certificate of the Finance Director demonstrating
9
10 that during any 12 consecutive calendar months out of the immediately
I 1 preceding 24 calendar months Net Revenue was at least equal to 1.25 times
12 the projected Maximum Annual Debt Service for all Parity Bonds including the
13 Future Parity Bonds proposed to be issued; or
14 (H) A certificate of an Independent Consulting Engineer
15
or, once the Outstanding Parity Bonds are no longer Outstanding, an
16
independent certified public accountant, that, in his or her opinion, the Net
17
18 Revenue will be at least equal to 1.25 times the projected Average Annual Debt
19 Service for all Parity Bonds including the Future Parity Bonds proposed to be
20 issued. In providing that certificate, the Independent Consulting Engineer, or
21 independent certified public accountant, may take into account the following
22 adjustments:
23
(A) Any changes in rates in effect and being
24
charged, or rates expected to be charged in accordance with a program of
25
26
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specific rates, rate levels, or increases in overall rate revenue approved by
2 ordinance or resolution;
3 (B) Net revenue from customers of the Water
4 System who have become customers during the 12 consecutive month period,
5 or thereafter, and their estimate of net revenue from any customers to be
6 connected to the Water System who have paid the required connection
7 charges, adjusted to reflect one year's net revenue from those customers;
8
(C) The Independent Consulting Engineer's, or
9
10 independent certified public account's, estimate of customers anticipated to be
11 served by facilities or improvements financed in substantial part by those Future
12 Parity Bonds (or additional Parity Bonds expected to be issued during the five-
13 year period); and
14 (D) Net revenue from any person, firm,
15
corporation, or municipal corporation under any executed contract for water or
16
other utility service, which revenue was not included in the historical Net
17
18 Revenue of the Water System.
19 If the Future Parity Bonds proposed to be issued are for the sole purpose
20 of refunding outstanding bonds payable from the Bond Fund, no such coverage
21 certification shall be required if the Annual Debt Service on the Parity Bonds
22 after the issuance of the Future Parity Bonds is not, for any year in which Parity
23
Bonds are outstanding, more than $5,000 over the Annual Debt Service on the
24
Parity Bonds prior to the issuance of those Future Parity Bonds.
25
26
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Nothing contained herein shall prevent the City from issuing Future
2 Parity Bonds to refund maturing Parity Bonds, money for the payment of which
is not otherwise available, or revenue bonds that are a charge or lien upon the
3
4 Gross Revenue subordinate to the charge or lien of the Parity Bonds, or from
5 pledging the payment of utility local improvement district assessments into a
6 bond redemption fund created for the payment of the principal of and interest on
7 those junior lien bonds as long as such utility local improvement district
8
assessments are levied for improvements constructed from the proceeds of
9
10 those junior lien bonds.
1 1 Section 22. Reimbursement Obligations. If the City elects to meet the
12 Reserve Requirement or any portion thereof through the use of Reserve
1 3 Insurance or elects to secure any issue of Parity Bonds through the use of Bond
14 Insurance, the City may contract with the entity providing such Reserve
15
Insurance or Bond Insurance to the effect that the City's reimbursement
16
obligation, if any, to such entity ranks on a parity of lien with the Parity Bonds.
1 7
18 Section 23. Separate Utility Systems. The City may create, acquire,
19 construct, finance, own, and operate one or more additional systems for water
20 supply, transmission, treatment, or other commodity or service. The Regional
21 System has been created as a separate system. The revenue of any separate
22 utility system shall not be included in the Gross Revenue of the Water System
23
and may be pledged to the payment of revenue obligations issued to purchase,
24
construct, condemn, or otherwise acquire or expand the separate utility system.
25
26 Neither the Gross Revenue nor the Net Revenue of the Water System shall be
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pledged by the City to the payment of any obligations of a separate utility
2 system except: (a) as a Contract Resource Obligation upon compliance with
3 Section 24; and/or (b) with respect to the Net Revenue, on a basis subordinate
4 to the lien of the Parity Bonds on that Net Revenue,
5 Section 24. Contract Resource Obligations. The City may at any time
6 enter into one or more contracts or other obligations for the acquisition, from
7 facilities to be constructed, of water supply, transmission, treatment, or other
8
commodity or service relating to the Water System. The City's obligation with
9
10 respect to the Regional System is a Contract Resource Obligation. The City
I I may determine that such contract or other obligation is a Contract Resource
12 Obligation, and may provide that all payments under that Contract Resource
13 Obligation (including payments prior to the time that water supply, transmission,
14 treatment or other commodity or service is being provided, or during a
15
suspension or after termination of supply or service) shall be Operation and
16
Maintenance Expenses if the following requirements are met at the time such
17
18 Contract Resource Obligation is entered into:
19 (a) No Event of Default as defined in Section 29 of this
20 ordinance has occurred and is continuing.
21 (b) There shall be on file a certificate of an Independent
22 Consulting Engineer or, once the Outstanding Parity Bonds are no longer
23
Outstanding, an independent certified public accountant, stating that: (i) the
24
25 payments to be made by the City in connection with the Contract Resource
26 Obligation are reasonable for the supply, transmission, treatment, or other
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service rendered; (ii) the source of any new supply, and any facilities to be
2 constructed to provide the supply, transmission, treatment, or other service, are
3 sound from a water or other commodity supply or transmission planning
4 standpoint, are technically and economically feasible in accordance with
5 prudent utility practice, and are likely to provide supply or transmission or other
6 service no later than a date set forth in the Independent Consulting Engineer's,
7
or independent certified public accountant's, certification; and (iii) the Net
8
Revenue (further adjusted by the Independent Consulting Engineer's, or
9
10 independent certified public accountant's, estimate of the payments to be made
I I in accordance with the Contract Resource Obligation) for the five fiscal years
12 following the year in which the Contract Resource Obligation is incurred, as
13 such Net Revenue is estimated by the Independent Consulting Engineer, or
14 independent certified public accountant (with such estimate based on such
15
factors as he or she considers reasonable), will be at least equal to the
16
Coverage Requirement.
17
18 Payments required to be made under Contract Resource Obligations
19 shall not be subject to acceleration.
20 Nothing in this Section 24 shall be deemed to prevent the City from
21 entering into other agreements for the acquisition of water supply, transmission,
22 treatment, or other commodity or service from existing facilities and from
23
treating those payments as Operation and Maintenance Expenses of the Water
24
25 System. Nothing in this Section 24 shall be deemed to prevent the City from
26 entering into other agreements for the acquisition of water supply, transmission,
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treatment, or other commodity or service from facilities to be constructed and
1
2 from agreeing to make payments with respect thereto, such payments
3 constituting a lien and charge on Net Revenue subordinate to that of Parity
4 Bonds.
5 Section 25 Tax Covenants.
6 25.1 Preservation of Tax Exemption on Bonds. The City covenants
7 that it will take all actions necessary to prevent interest on any series of Bonds
8
issued as tax-exempt obligations from being included in gross income for
9
10 federal income tax purposes, and it will neither take any action nor make or
11 permit any use of proceeds of such series of Bonds or other funds of the City
12 treated as proceeds of such series of Bonds at any time during the term of such
13 series of Bonds which will cause interest on such series of Bonds to be included
14 in gross income for federal income tax purposes. The City also covenants that
15
it will, to the extent the arbitrage rebate requirement of Section 148 of the Code,
16
is applicable to any series of Bonds, take all actions necessary to comply (or to
17
18 be treated as having complied) with that requirement in connection with such
19 series of Bonds, including the calculation and payment of any penalties that the
20 City has elected to pay as an alternative to calculating rebatable arbitrage, and
21 the payment of any other penalties if required under Section 148 of the Code to
22 prevent interest on such series of Bonds from being included in gross income
23
for federal income tax purposes.
24
25.2 Designation of Bonds as "Build America Bonds." The City also
25
26 covenants that it will not take or permit to be taken on its behalf any action that
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would adversely affect the entitlement of the City to receive from the United
2 States Treasury the applicable federal direct payments in respect of any series
3 of Bonds sold and issued as Build America Bonds. Without limiting the
4 generality of the foregoing, the City will comply with the provisions of the Code
5 compliance with which would result in the interest of Build America Bonds being
6 excluded from gross income for federal tax purposes but for the City's
7 irrevocable election to have Section 54AA of the Code apply to such Bonds.
8
25.3 Refunding or Defeasance of Bonds. The City may issue refunding
9
10 bonds pursuant to the laws of the State or use money available from any other
I I lawful source to pay the principal of and interest on the Bonds, or such portion
12 thereof included in a refunding or defeasance plan, as the same become due
13 and payable and to redeem and retire, release, refund, or defease the Bonds
14 (the "Defeased Bonds") and to pay the costs of such refunding or defeasance.
15
In the event that money and/or Government Obligations sufficient in amount,
16
together with known earned income from the investments thereof, to redeem
17
18 and retire, release, refund, or defease the defeased Bonds in accordance with
19 their terms, are set aside irrevocably in a special fund for and pledged
20 irrevocably to such redemption, retirement, or defeasance (the "trust account"),
21 then all right and interest of the owners of the defeased Bonds in the covenants
22 of this ordinance and in the Net Revenue and the funds and accounts pledged
23
to the payment of such defeased Bonds, other than the right to receive the
24
funds so set aside and pledged, thereafter shall cease and become void. Such
25
26
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owners thereafter shall have the right to receive payment of the principal of and
interest or redemption price on the defeased Bonds from the trust account.
2
3 After the establishing and full funding of such a trust account, the City
4 then may apply any money in any other fund or account established for the
5 payment or redemption of the defeased Bonds to any lawful purposes as it shall
6 determine, subject only to the rights of the owners of any other Parity Bonds.
7 If the refunding plan provides that the defeased Bonds to be issued be
8
secured by money and/or Government Obligations pending the prior
9
10 redemption of the defeased Bonds and if such refunding plan also provides that
I I certain money and/or Government Obligations are pledged irrevocably for the
12 prior redemption of the defeased Bonds included in that refunding plan, then
13 only the debt service on the Bonds which are not defeased Bonds and the
14 refunding bonds, the payment of which is not so secured by the refunding plan,
15
shall be included in the computation of the Coverage Requirement for the
16
issuance of Future Parity Bonds and the annual computation of the Coverage
17
18 Requirement for determining compliance with the rate covenants.
19 Section 26. Provisions for Sale. The Finance Director may provide for
20 the sale of the Bonds by public sale or by a negotiated sale with the
21 underwriters chosen through a selection process determined by the Finance
22 Director. The terms of that sale shall be consistent with this ordinance and
23
confirmed by the Bond Sale Resolution. The Bonds will be delivered to the
24
purchasers as provided in the Bond Sale Resolution immediately upon payment
25
26 to the City of the purchase price plus accrued interest to the date of closing in
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immediately available federal funds in Seattle, Washington, or at another time
2 or place upon which the Finance Director and the purchasers may mutually
3 agree.
4 The proper City officials are authorized and directed to do everything
5 necessary for the prompt delivery of the Bonds to the purchaser and for the
6 proper application and use of the proceeds of the sale thereof.
7 If a series of Bonds is sold and issued as Build America Bonds, the
8
Finance Director and his or her designee and Superintendent of the Water
9
10 Division and his or her designee, and other City officials, are hereby authorized
ii on behalf of the City to take such actions as are necessary or appropriate for
12 the City to receive from the United States Treasury the applicable federal direct
13 payments in respect of such Build America Bonds.
14 Section 27. Approval of Preliminary Official Statement. For the
15
purposes of the underwriter's compliance with Securities and Exchange
16
Commission Rule 15c2-12(b)(1), the Finance Director and Superintendent of
17
18 the Water Division or their designees are authorized to "deem final" the
19 preliminary official statement prepared in connection with the sale of the Bonds,
20 as of its date, except for the omission of information as to offering prices,
21 interest rates, selling compensation, aggregate principal amount, principal
22 amount per maturity, maturity dates, options of redemption, delivery dates,
23
ratings, and other terms of the Bonds dependent on such matters. The Finance
24
Director and Superintendent of the Water Division, or their designees, are
25
26 further authorized to approve and execute the final official statement.
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Section 28. Amendatory and Supplemental Ordinances.
2 28.1 This ordinance shall not be modified or amended in any respect
3 subsequent to the initial issuance of the Bonds, except as provided in and in
4 accordance with and subject to the provisions of this section.
5 28.2 Modification without Bondholder Consent. The City, from time to
6 time, and at any time, without the consent of or notice to the registered owners
7
of the Bonds, may pass supplemental or amendatory ordinances as follows:
8
(i) To cure any formal defect, omission, inconsistency,
9
10 or ambiguity in this ordinance in a manner not adverse to the owner of any
I 1 Parity Bond;
12 (ii) To impose upon the Bond Registrar (with its
13 consent) for the benefit of the registered owners of the Bonds any additional
14 rights, remedies, powers, authority, security, liabilities, or duties which may
15
lawfully be granted, conferred, or imposed and which are not contrary to or
16
inconsistent with this ordinance as theretofore in effect;
17
18 (iii) To add to the covenants and agreements of, and
19 limitations and restrictions upon, the City in this ordinance, other covenants,
20 agreements, limitations, and restrictions to be observed by the City which are
21 not contrary or inconsistent with this ordinance as theretofore in effect;
22 (iv) To confirm, as further assurance, any pledge under,
23
and the subjection to any claim, lien, or pledge created or to be created by this
24
ordinance of any other money, securities, or funds-,
25
26
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(v) To authorize different denominations of the Bonds
and to make correlative amendments and modifications to this ordinance
2
3 regarding exchangeability of Bonds of different authorized denominations,
4 redemptions of portions of Bonds of particular authorized denominations, and
5 similar amendments and modifications of a technical nature;
6 (vi) To modify, alter, amend, or supplement this
7
ordinance in any other respect which is not materially adverse to the registered
8
owners of the Parity Bonds and which does not involve a change described in
9
10 Section 28.3;
1 1 (vii) Because of change in federal law or rulings, to
12 maintain the exclusion from gross income of the interest on the Bonds from
13 federal income taxation; and
14 (viii) To add to the covenants and agreements of, and
15
limitations and restrictions upon, the City in this ordinance, other covenants,
16
agreements, limitations, and restrictions to be observed by the City which are
17
18 requested by a Bond Insurer or provider of Reserve Insurance and which are
19 not materially adverse to the registered owners of the Parity Bonds.
20 Before the City shall adopt any such supplemental ordinance pursuant to
21 this subsection, there shall have been delivered to the City and the Bond
22 Registrar an opinion of Bond Counsel, stating that such supplemental ordinance
23
is authorized or permitted by this ordinance and, upon the execution and
24
25 delivery thereof, will be valid and binding upon the City in accordance with its
26
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term and will not adversely affect the exclusion from gross income for federal
1
2 income tax purposes of interest on the tax-exempt Bonds.
3 28.3 Modification with Bondholder Consent.
4 (a) Except for any supplemental ordinance entered into
5 pursuant to Section 28.2, subject to the terms and provisions contained in this
6 Section 28.3 and not otherwise, registered owners of not less than 60% in
7 aggregate principal amount of the Parity Bonds shall have the right from time to
8
time to consent to and approve the passage by the City of any supplemental
9
10 ordinance deemed necessary or desirable by the City for the purpose of
I 1 modifying, altering, amending, supplementing, or rescinding, in any particular,
12 any of the terms or provisions contained in this ordinance; except that, unless
13 approved in writing by the registered owners of all Parity Bonds, nothing
14 contained in this section shall permit, or be construed as permitting
15 (i) A change in the times, amounts, or currency of
16
payment of the principal of or interest on any outstanding Parity Bond, or a
17
18 reduction in the principal amount or redemption price of any outstanding Parity
19 Bond or a change in the redemption price of any outstanding Parity Bond or a
20 change in the method of determining the rate of interest thereon;
21 (ii) A preference of priority of any Parity Bond or Bonds
22 or any other bond or bonds; or
23 (iii) A reduction in the aggregate principal amount of
24
Parity Bonds, the consent of the registered owners of Parity Bonds of which is
25
26 required for any such supplemental ordinance.
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(b) If, at any time, the City shall pass any supplemental
2 ordinance for any of the purposes of this Section 28.3, the Bond Registrar shall
3 cause notice of the proposed supplemental ordinance to be given by first-class
4 United States mail to all registered owners of the Parity Bonds, to any Bond
5 Insurer, and to the Rating Agencies if the Bonds are rated by those agencies.
6 Such notice shall briefly set forth the nature of the proposed supplemental
7 ordinance and shall state that a copy thereof is on file at the office of the Bond
8
Registrar for inspection by all registered owners of the Parity Bonds.
9
10 (c) Within two years after the date of the mailing of such
I I notice, the City may adopt such supplemental ordinance in substantially the
12 form described in such notice, but only if there shall have first been delivered to
13 the Bond Registrar: (i) the required consents, in writing, of the registered
14 owners of the Parity Bonds; and (ii) an opinion of bond counsel stating that such
15 supplemental ordinance is authorized or permitted by this ordinance and, upon
16
the execution and delivery thereof, will be valid and binding upon the City in
17
18 accordance with its terms and will not adversely affect the exclusion from gross
19 income for federal income tax purposes of interest on the Parity Bonds.
20 (d) If registered owners of not less than the percentage of
21 Parity Bonds required by this Section 28.3 shall have consented to and
22 approved the execution and delivery thereof as herein provided, no owner of
23 the Parity Bonds shall have any right to object to the passage of such
24
supplemental ordinance, or to object to any of the terms and provisions
25
26 contained therein or the operation thereof, or in any manner to question the
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propriety of the passage thereof, or to enjoin or restrain the City or the Bond
2 Registrar from passing the same or from taking any action pursuant to the
3 provisions thereof.
4 28.4 Upon the execution and delivery of any supplemental ordinance
5 pursuant to the provisions of this Section 28, this ordinance shall be, and be
6 deemed to be, modified and amended in accordance therewith, and the
7
respective rights, duties, and obligations under this ordinance of the City, the
8
Bond Registrar and all registered owners of Parity Bonds, shall thereafter be
9
10 determined, exercised and enforced under this ordinance subject in all respects
I I to such modifications and amendments.
12 Section 29. Defaults and Remedies.
13 29.1 Events of Default. The following shall constitute "Events of
14 Default" with respect to the Bonds.
15
(a) If a default is made in the payment of the principal of or
16
interest on any of the Bonds when the same shall become due and payable. If
17
18 the City defaults in the observance and performance of any other of the
19 covenants, conditions, and agreements on the part of the City set forth in this
20 ordinance or any covenants, conditions, or agreements on the part of the City
21 contained in any Parity Bond Authorizing Ordinance and such default or
22 defaults have continued for a period of six months after the City has received
23
from the Bondowners'Trustee (as defined below) or from the registered owners
24
of not less than 25% in principal amount of the Parity Bonds, a written notice
25
26 specifying and demanding the cure of such default. However, if the default in
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the observance and performance of any other of the covenants, conditions, and
1
2 agreements is one which cannot be completely remedied within the six months
3 after written notice has been given, it shall not be an Event of Default with
4 respect to the Bonds as long as the City has taken active steps within the
5 six months after written notice has been given to remedy the default and is
6 diligently pursuing such remedy.
7 (b) If the City files a petition in bankruptcy or is placed in
8
receivership under any state or federal bankruptcy or insolvency law.
9
10 29.2 Bondowners'Trustee. So long as such Event of Default has not
11 been remedied, a bondowners'trustee (the "Bondowners'Trustee") may be
12 appointed by the registered owners of 25% in principal amount of the Parity
13 Bonds, by an instrument or concurrent instruments in writing signed and
14 acknowledged by such registered owners of the Parity Bonds or by their
15
attorneys in fact duly authorized and delivered to such Bondowners' Trustee,
16
notification thereof being given to the City. That appointment shall become
17
18 effective immediately upon acceptance thereof by the Bondowners' Trustee.
19 Any Bondowners' Trustee appointed under the provisions of this Section 29.2
20 shall be a bank or trust company organized under the laws of the State of
21 Washington, the State of New York, or a national banking association. The
22 bank or trust company acting as Bondowners'Trustee may be removed at any
23
time, and a successor Bondowners' Trustee may be appointed, by the
24
registered owners of a majority in principal amount of the Parity Bonds, by an
25
26 instrument or concurrent instruments in writing signed and acknowledged by
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such registered owners of the Bonds or by their attorneys-in-fact duly
2 authorized. The Bondowners'Trustee may require such security and indemnity
3 as may be reasonable against the costs, expenses, and liabilities that may be
4 incurred in the performance of its duties. In the event that any Event of Default
5 in the sole judgment of the Bondowners' Trustee is cured and the Bondowners'
6 Trustee furnishes to the City a certificate so stating, that Event of Default shall
7
be conclusively deemed to be cured and the City, the Bondowners'Trustee and
8
the registered owners of the Parity Bonds shall be restored to the same rights
9
10 and position which they would have held if no Event of Default had occurred.
I I The Bondowners'Trustee appointed in the manner herein provided, and
12 each successor thereto, is declared to be a trustee for the registered owners of
13 all the Parity Bonds and is empowered to exercise all the rights and powers
14 herein conferred on the Bondowners' Trustee.
15
30.3 Suits at Law or in Equity. Upon the happening of an Event of
16
Default and during the continuance thereof, the Bondowners'Trustee may, and
17
18 upon the written request of the registered owners of not less then 25% in
19 principal amount of the Parity Bonds outstanding shall, take such steps and
20 institute such suits, actions, or other proceedings, all as it may deem
21 appropriate for the protection and enforcement of the rights of the registered
22 owners of the Parity Bonds, to collect any amounts due and owing to or from
23
the City, or to obtain other appropriate relief, and may enforce the specific
24
25 performance of any covenant, agreement, or condition contained in this
26 ordinance or in any of the Parity Bonds.
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Nothing contained in this Section 29 shall, in any event or under any
2 circumstance, be deemed to authorize the acceleration of maturity of principal
3 on the Parity Bonds, and the remedy of acceleration is expressly denied to the
4 registered owners of the Parity Bonds under any circumstances including,
5 without limitation, upon the occurrence and continuance of an Event of Default.
6 Any action, suit, or other proceedings instituted by the Bondowners'
7
Trustee hereunder shall be brought in its name as trustee for the Bondowners
8
and all such rights of action upon or under any of the Parity Bonds or the
9
provisions of this ordinance may be enforced by the Bondowners'Trustee
10
1 1 without the possession of any of those Parity Bonds and without the production
12 of the same at any trial or proceedings relative thereto except where otherwise
13 required by law. Any such suit, action, or proceeding instituted by the
14 Bondowners' Trustee shall be brought for the ratable benefit of all of the
15
registered owners of those Parity Bonds, subject to the provisions of this
16
ordinance. The respective registered owners of the Parity Bonds, by taking and
17
18 holding the same, shall be conclusively deemed irrevocably to appoint the
19 Bondowners' Trustee the true and lawful trustee of the respective registered
20 owners of those Parity Bonds, with authority to institute any such action, suit, or
21 proceeding; to receive as trustee and deposit in trust any sums becoming
22 distributable on account of those Parity Bonds; to execute any paper or
23
documents for the receipt of money; and to do all acts with respect thereto that
24
25 the registered owner himself or herself might have done in person. Nothing
26 herein shall be deemed to authorize or empower the Bondowners'Trustee to
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consent to accept or adopt, on behalf of any registered owner of the Parity
1
2 Bonds, any plan of reorganization or adjustment affecting the Parity Bonds or
3 any right of any registered owner thereof, or to authorize or empower the
4 Bondowners' Trustee to vote the claims of the registered owners thereof in any
5 receivership, insolvency, liquidation, bankruptcy, reorganization, or other
6 proceeding to which the City is a party.
7 29.3 Application of Money Collected by Bondowners'Trustee. Any
8
money collected by the Bondowners' Trustee, at any time pursuant to this
9
10 Section 29, shall be applied in the following order of priority:
I I (a) First, to the payment of the charges, expenses, advances,
12 and compensation of the Bondowners'Trustee and the charges, expenses,
13 counsel fees, disbursements, and compensation of its agents and attorneys;
14 (b) Second, to the payment to the persons entitled thereto of
15
all installments of interest then due on the Parity Bonds in the order of maturity
16
of such installments and, if the amount available shall not be sufficient to pay in
17
18 full any installment or installments maturing on the same date, then to the
19 payment thereof ratably, according to the amounts due thereon to the persons
20 entitled thereto, without any discrimination or preference; and
21 (c) Third, to the payment to the persons entitled thereto of the
22 unpaid principal amounts of any Parity Bonds which shall have become due
23
(other than Parity Bonds previously called for redemption for the payment of
24
which money is held pursuant to the provisions hereto), whether at maturity or
25
26 by proceedings for redemption or otherwise, in the order of their due dates and,
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LEG 004 (11/89)
if the amount available shall not be sufficient to pay in full the principal amounts
1
2 due on the same date, then to the payment thereof ratably, according to the
principal amounts due thereon to the persons entitled thereto, without any
3
4 discrimination or preference.
5 29.4 Duties and Obligations of Bondowners'Trustee. The
6 Bondowners' Trustee shall not be liable except for the performance of such
7
duties as are specifically set forth herein. During an Event of Default, the
8
Bondowners' Trustee shall exercise such of the rights and powers vested in it
9
10 hereby, and shall use the same degree of care and skill in its exercise, as a
1 1 prudent person would exercise or use under the circumstances in the conduct
12 of his or her own affairs. The Bondowners' Trustee shall have no liability for
13 any act or omission to act hereunder except for the Bondowners Trustee's own
14 negligent action, its own negligent failure to act or its own willful misconduct.
15
The duties and obligations of the Bondowners' Trustee shall be determined
16
solely by the express provisions of this ordinance, and no implied powers,
17
18 duties, or obligations of the Bondowners'Trustee shall be read into this
19 ordinance.
20 The Bondowners' Trustee shall not be required to expend or risk its own
21 funds or otherwise incur individual liability in the performance of any of its duties
22 or in the exercise of any of its rights or powers as the Bondowners' Trustee,
23
except as may result from its own negligent action, its own negligent failure to
24
act or its own willful misconduct.
25
26
249 ordl2642.doc-BF/lad Bond -74-
LEG 004 (11/89)
The Bondowners'Trustee shall not be bound to recognize any person as
2 a registered owner of any Bond until his title thereto, if disputed, has been
3 established to its reasonable satisfaction.
4 The Bondowners'Trustee may consult with counsel and the opinion of
5 such counsel shall be full and complete authorization and protection in respect
6 of any action taken or suffered by it hereunder in good faith and in accordance
7
with the opinion of such counsel. The Bondowners'Trustee shall not be
8
answerable for any neglect or default of any person, firm, or corporation
9
10 employed and selected by it with reasonable care.
11 29.5 Suits by Individual Bondowners Restricted. Neither the registered
12 owner nor the beneficial owner of any one or more of Parity Bonds shall have
13 any right to institute any action, suit, or proceeding at law or in equity for the
14 enforcement of same unless:
15
(a) An Event of Default has happened and is continuing;
16
(b) A Bondowners'Trustee has been appointed;
17
18 (c) Such owner previously shall have given to the Bondowners'
19 Trustee written notice of the Event of Default on account of which such suit,
20 action, or proceeding is to be instituted;
21 (d) The registered owners of 25% in principal amount of the
22 Parity Bonds, after the occurrence of such Event of Default, have made written
23
request of the Bondowners'Trustee and have afforded the Bondowners'
24
25 Trustee a reasonable opportunity to institute such suit, action, or proceeding;
26 250
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LEG 004 (11/89)
(e) There have been offered to the Bondowners' Trustee
2 security and indemnity satisfactory to it against the costs, expenses, and
3 liabilities to be incurred therein or thereby; and
4 (f) The Bondowners' Trustee has refused or neglected to
5 comply with such request within a reasonable time.
6 No registered owner or beneficial owner of any Parity Bond shall have
7 any right in any manner whatever by his action to affect or impair the obligation
8
of the City to pay from the Net Revenue the principal of and interest on such
9
10 Parity Bonds to the respective owners thereof when due.
I 1 29.6 Payment Solely From Net Revenue and Certain Funds. Nothing
12 in this Section 29 shall be deemed to require payment to Bondowners from any
13 source other than the Net Revenue and money and investments in the funds
14 pledged in Section 18 of this ordinance.
15 Section 30. Payment Agreements and Parity Payment Agreements.
16
30.1 Calculation of Debt Service on Parity Bonds With Respect to
17
18 Which a Payment Agreement Is in Force. Debt service on Parity Bonds with
19 respect to which a Payment Agreement is in force shall be calculated based on
20 the net economic effect on the City expected to be produced by the terms of the
21 Parity Bonds and the terms of the Payment Agreement, including, but not
22 limited to, the effects that: (a) Parity Bonds that would, but for a Payment
23
Agreement, be treated as obligations bearing interest at a Variable Interest
24
Rate instead shall be treated as obligations bearing interest at a fixed interest
25
26 rate; and (b) Parity Bonds that would, but for a Payment Agreement, be treated
2 5 I _76-
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LEG 004 (11/89)
as obligations bearing interest at a fixed interest rate instead shall be treated as
2 obligations bearing interest at a Variable Interest Rate. Accordingly, the
3 amount of interest deemed to be payable on any Parity Bonds with respect to
4 which a Payment Agreement is in force shall be an amount equal to the amount
5 of interest that would be payable at the rate or rates stated in those Parity
6 Bonds plus Payment Agreement Payments minus Payment Agreement
7 Receipts. For the purposes of calculating as nearly as practicable Payment
8
Agreement Receipts and Payment Agreement Payments, under a Payment
9
10 Agreement that includes a variable rate component determined by reference to
I I a pricing mechanism or index that is not the same as the pricing mechanism or
12 index used to determine the variable rate interest component on the Parity
13 Bonds to which the Payment Agreement is related, it shall be assumed that the
14 fixed rate used in calculating Payment Agreement Payments will be equal to
15
105% of the fixed rate specified by the Payment Agreement and that the pricing
16
mechanism or index specified by the Payment Agreement is the same as the
17
pricing mechanism or index specified by the Parity Bonds.
18
19 30.2 Debt Service on Parity Payment Agreements. No additional debt
20 service shall be taken into account with respect to a Parity Payment Agreement
21 for any period during which Payment Agreement Payments on that Parity
22 Payment Agreement are taken into account in determining Annual Debt Service
23
on related Parity Bonds under Section 31.1. However, for any period during
24
which Payment Agreement Payments are not taken into account in calculating
25
26 Annual Debt Service on any outstanding Parity Bonds because the Parity
co
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LEG 004 (11/89)
Payment Agreement is not then related to any outstanding Parity Bonds, debt
1
2 service on that Parity Payment Agreement shall be taken into account by
3 assuming:
4 (a) City Obligated to Make Payments Based on Fixed Rate. If
5 the City is obligated to make Payment Agreement Payments based on a fixed
6 rate and the Qualified Counterparty is obligated to make payments based on a
7
variable rate index, that payments by the City will be based on the assumed
8
fixed pay or rate, and that payments by the Qualified Counterparty will be based
9
10 on a rate equal to the average rate determined by the variable rate index
I I specified by the Parity Payment Agreement during the fiscal quarter preceding
12 the quarter in which the calculation is made; and
13 (b) City Obligated to Make Payments Based on Variable Rate
14 Index. If the City is obligated to make Payment Agreement Payments based on
15
a variable rate index and the Qualified Counterparty is obligated to make
16
17 payment based on a fixed rate, that payments by the City will be based on a
18 rate equal to the average rate determined by the variable rate index specified
19 by the Parity Payment Agreement during the fiscal quarter preceding the
20 quarter in which the calculation is made, and that the Qualified Counterparty will
21 make payments based on the fixed rate specified by the Parity Payment
22 Agreement.
23
Section 31. Ratification of Prior Acts. Any action taken consistent with
24
25 the authority and prior to the effective date of this ordinance is ratified,
26 approved, and confirmed.
-78-
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LEG 004 (11/89)
Section 32. Effective Date of Ordinance. This ordinance shall take
2 effect and be in force 10 days from and after its publication,
3 INTRODUCED AND READ FOR THE FIRST TIME at a regular meeting
4 of the City Council held the -@l day of 2010.
- Xi)
5 PASSED by the City Council of the City of Tacoma, Washington, and
6 AJL
authenticated by its Mayor at a regular meeting of the Council held this--ao:!@
7 day of 2010.
8
Passed "Sul an, 2010
9
10
yor
12
Attest:
13
14
15 City Clerk
16 Approved as to form and legality:
17 FOSTER PEPPER PLLC
18 Bond Counsel to the City of Tacoma
19
By
20
21 Requested by Public Utility Board
22 Resolution No. U-10394
23
24
25
26
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LEG 004 (11/89)
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 City Council (herein called
4 the "Council"), DO HEREBY CERTIFY:
5 1. That the attached Ordinance No. &1jq0';L(herein called the
6 "Ordinance") is a true and correct copy of an Ordinance of the Council, as finally
7 passed at a regular meeting of the Council held on the Zeday of
8
201 0 and duly recorded in my office.
9
10 2. That said meeting was duly convened and held in all respects in
11 accordance with law, and to the extent required by law, due and proper notice of
12 such meeting was given; that a legal quorum was present throughout the meeting
13 and a legally sufficient number of members of the Council voted in the proper
14 manner for the passage of said Ordinance; that all other requirements and
15
proceedings incident to the proper adoption of said Ordinance have been duly
16
fulfilled, carried out and otherwise observed, and that I am authorized to execute
17
this certificate.
18
19 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
20 official seal of the City as of this ;la. day of 2010.
21
22
23 City Clerk
City of Tacoma, Washington
24
25
26
255 ordl2642.doc-BF/lad Bond -80-
LEG 004 (11/89)
June 18, 2010
TACOMAWATER
To the Honorable Mayor and Members of the City Council and TACOMA PUBLIC UTILITIES
To the Chair and Members of the Public Utility Board
Proposed Water System Revenue Bonds, 2010
Reques
On August 10, 201 0, the Public Utility Board and City Council will be asked to approve the sale of the
City of Tacoma, Washington, Department of Public Utilities, Water Division, Water System Revenue
Bonds, 2010, in an amount not to exceed $120,000,000. The purpose of this bond issue is to provide
funds for capital improvements to and extensions of the existing Water system and to fund the Tacoma
Water System's financial obligation for the Phase I Filtration Project expenses. The estimated 2011/2012
capital improvement cost to be funded through this bond issue is $40,536,000. The Filtration Project will
be funded through two phases with Phase I providing funding for projected spending through 2013 and
Phase 11 providing funding for the remaining project costs. The 20 1 0 bond sizing for the Tacoma Water
System share of the Phase I filtration Project cost is estimated to be $33,675,300. The Regional Water
Supply System through an accompanying bond ordinance will be responsible for the remaining costs for
the filtration project. The 2010 bond sizing also includes the amount of $31,615,000 for refunding of
Tacoma Water 2001 bonds, if interest rates at the time of the sale result in a net present value savings of
5% in accordance with City policy.
Back2round
The Water Division last issued debt in October 2009 to provide funds for 2009/201 0 capital
improvements to the water system and to repay the System Development Fund which provided interim
financing for 2007/2008 capital improvement projects. The Division now proposes to issue water system
revenue bonds to fund portions of the 2011/2012 capital improvement program and the Tacoma Water
System's Phase I obligation for the Filtration Project. The 2009 bonds were sold as taxable Build
America Bonds through a negotiated sale process. The Build America Bonds were authorized by the
American Reinvestment and Recovery Plan (ARRA) with the IRS providing to the issuer a rebate of 35%
of each interest payment due. The result is that rates are significantly lower than if traditional tax-exempt
bonds are sold. Tacoma Water is proposing a modification to past practice with the 2010 bonds being
issued before the 2011/2012 capital budget has been approved. Favorable interest rates and the
availability of Build America Bonds could provide a significant savings opportunity of $1.4 million by
issuing in August 20 1 0 rather than December 201 1.
Process and Timeline
With assistance from the Finance Department, our financial advisor, DashenMusselman, Inc., and our
bond counsel, Foster Pepper, we have prepared the bond ordinance and official statement to give the
Water Division the option to sell tax-exempt (Series A) bonds, taxable Build America Bonds (Series B),
or a combination of both in mid-August 2010. We have selected an underwriter, Citigroup, to negotiate
the sale of the bonds. The proposed bond ordinance covenants have been revised to accommodate the
issuance of tax-exempt bonds and Build America Bonds. The proposed bond ordinance with a "not to
exceed" amount has been prepared for Public Utility Board and City Council action (the current request).
A bond resolution details the decision to sell tax-exempt and/or taxable Build America Bonds and
includes the actual amounts and structures for each of the separate series which are dependent on market
conditions. On the day of the sale, planned to be August 10, 2010, a special meeting of the Public Utility
C) 5
Mayor and City Council
Public Utility Board
June 18, 2010
Page 2
Board will be held to approve the bond resolution. The City Council will be then be requested to take
action on the bond resolution during its regular (August 10, 201 0) meeting. The process for setting
interest rates on taxable bonds is extremely time sensitive, which is different from the typical tax-exempt
bond pricing process. In the event market conditions warrant a special meeting of the City Council, such
a request will be made on, or about, August 10, 20 1 0.
Proposed Structure
Our current estimated amount of the issue size is $116,000,000. Major contributors to the proposed
issuance include:
* $33,675,300 that will fund the Tacoma Water obligation for the Filtration Project
* $40,536,000 that will fund the 2011/2012 capital projects
* $31,615,000 refunding of Tacoma Water 2001 Bonds, in accordance with City policy
* Approximately $ 1 0,000,000 for debt service reserve accounts, costs of issuance and contingency
funds.
It is recommended that the Public Utility Board and City Council take the necessary approving action.
Approved:
Director of Utilities/CEO
CITY CLERK USE ONLY
Tacoma REQUEST FOR Request 12byz
xxV ORDINANCE F@ RES Ord./Res. 27902
O@ V E
1. DATE: June 18, 2010
2. SPONSORED BY: COUNCIL MEMBER(S)
3a. REQUESTING 4a. CONTAC (fo7r 4luesivio'nsl! V I 1 0144NE:
DEPARTMENT/DIVISION/PROGRAM Linda McCrea 502-8245
Tacoma Water; Finance Bob Biles 591-5805
3b. "Do PASS" FROM [Committee Name]
F Yes 4b. Person Presenting: PHONE:
F-1 No Bob Biles 591-5805
F@ To Committee as information only Linda McCrea 502-8245
Did not go before a Committee Nancy Neraas (206) 447-6277
3c. DID THIS ITEM GO BEFORE THE
PUBLIC UTILITY BOARD?
X Yes, on June 30,2010 4c. ATTORNEY: PHONE:
F@ Not required Nancy Neraas of Foster Pepper (206) 447-6277
Bill Fosbre, Chief Assistance 502-8218
City Attorney
hy@ Department Director/Utifity Divisio fflcer/Finance-@@
5. REQUESTEDCOUNCILDATE: JULY13,2010
To allow for an August 10, 201 0 bond sale date. Rey Arell:ano, City Manager & CIO
(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. )
Authorize Bond Ordinance for City of Tacoma, Washington, Department of Public Utilities, Water
Division, water system revenue bond Series A and Series B in an amount not to exceed $120,000,000.
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?)
The Water Division 201 0 water system revenue bonds will fund Tacoma Water's financial obligation for
Phase I of Filtration Project expenses. In addition, the bonds will fund a portion of Tacoma Water's
proposed 2011/2012 capital projects.
40 D 0
cotclerk\forins@ReqiiestResoltitiotiOrditzatice.doc Office of tire City Clerk (031,2312009)
CITY CLERK USE ONLY
REQUEST (CONT) Request UM,
Ord/Res 7902
8. LIST ALL MATERIAL AVAILABLE AS BACKUP INFORMATION FOR THE REQUEST AND INDICATE WHERE FILED:
Source Documents/Backup Material Location of Document
Letter to Public Utility Board, Mayor and City City Clerk's Office
Council dated June 18, 2010
Proposed Bond Ordinance City Clerk's Office
9. WHICHOFTHECITY'SSTRATEGicGOALsDOEsTHISITEMSUPPORT?(CHECKTHEGOALTHATBESTAPPLIES)
A. 0 A SAFE, CLEAN AND ATTRACTIVE COMMUNITY
B. X A DIVERSE, PRODUCTIVE AND SUSTAINABLE ECONOMY
C. F@ A HIGH-PERFORMING, OPEN AND ENGAGED GOVERNMENT
10. IFTHISCONTRACTISFORANAMOUNTOF$200,OOOORLESS,EXPLAINWHYITNEEDSLEGISLATIVEAPPROVAL:
11. FINANCIALIMPACT: EXPENDITURE XX REVENUE
A. No IMPACT (NO FISCAL NOTE)
B. X YES, OVER $1 00,000, Fiscal Note Attached
C. YES, UNDER $1 00,000, (NO FISCAL NOTE)
Provide funding source information below:
FUNDING SOURCE: (Enter amount of funding from each source)
Fund Number & Name: State $ City $ Other $ Total Amount
Tacoma Water 2010 Not to exceed Not to exceed
Bond Construction $120 million $120 million
Fund
If an expenditure, is it budgeted? Yes 7 No Where? Cost Center:
Acct
2 5 9
cotclerk @forms\ ReqitestResoliitionOrdinatice.doc Office of tlw City Clerk (0312312009)
CITY CLERK USE ONLY
Request 2, ILP L4 12,
Ord/Res 2 79 02
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 PERSON/PHONE: ONIBA CONSULTANT/PHONE:
Tacoma Water Linda McCrea, 502 8245
Is it currently budgeted? X Yes F-1 No
Is this a grant? F-1 Yes X No If Yes, F@ Operating F-1 Capital
ExPENDITURES:
FUND NAME & NUMBER COST CENTER WBS ACCOUNT 2009-2010 EXPENDITURES
Tacoma Water 20 1 0 Bond To be To be determined Not to exceed $120
Construction Fund determined million
TOTAL
General Fund: Include Department
Purpose: [Click Here and Type or Press Delete to Clear]
REVENUES:
FUND NAME & NUMBER COST CENTER WBS ACCOUNT 2009-2010 REVENUES
Tacoma Water 201 0 Bond 24XXXXX Not to exceed $120 million
Construction Fund Wtr Sys Rev Bd 1 0
TOTALl I
Notes: The Fund and account are currently in the process of being created by the Tacoma Water Fund
Accountant - Myung Hee Muller.
POSITION IMPACT:
POSITION TITLE PERMANENT/PROJECT/ POSITION END DATE 2009 FTE FUTURE FTE
TEMPORARY POSITION
Total positions created or abrogated through this legislation, including FTE impact. FTE impactfor temporary employees is
estimated.
2 60
cotclerk\foriiis\ReqiiestResoliitiotiOrditiatice.doc Office of the City Clerk (0312312009)
CITY CLERK USE ONLY
FISCAL NOTE (CONT) Request @.Lpqq,
Ord/Res 7902
LONG-TERM FINANCIAL IMPACT OF LEGISLATION:
SPENDING PLAN & BUDGET 2009 2010 2011 2012 2013 TOTAL
Salaries/Benefits
Start-up
On-going
Maintenance & Operations
Capital 30 million 30 million 60 million
TOTAL
FUNDING SOURCE 2009 2010 2011 2012 2013 2014-2034
Ongoing Debt Service 120 million
Principal
TOTAL
The financial cost of not implementing the legislation:
[Click Here and Type or Press Delete to Clear]
Estimate the cost to the City if the legislation is not implemented, including the potential conflicts with
regulatory requirements, cost avoidance, or other potential costs.
OTHER ISSUES:
[Click Here and Type or Press Delete to Clear]
26-JL
cotclerk@foriiis@RcqiiestResolittiotiOrditiatice.doc Office of the City Clerk (0312312009)
Ordinance No. 27902
First Reading of Ordinance: JUL i 3 2010
Final Reading of Ordinance: JUL 2 0 201
Passed: JUL 2 0 MO
Roll Call Vote:
MEMBERS AYES NAYS ABSTAIN ABSENT
Mr. Boe
Mr. Campbell
Mr. Fey
Mr. Lonergan
Mr. Manthou c;><
Mr. Mello
Ms. Walker
Ms. Woodards
Mayor Strickland
MEMBERS AYES NAYS ABSTAIN ABSENT
Mr. Boe
Mr. Campbell
Mr. Fey
Mr. Lonergan
Mr. Manthou
Mr. Mello
Ms. Walker
Ms. Woodards
Mayor Strickland
i.lccagenda@agenda procedures and formskordinancevotingrecorddoc