ORD 25-012Ordinance No. 25-012
CITY OF CAMAS, WASHINGTON
ORDINANCE NO. 25-012
AN ORDINANCE of the City of Camas, Washington, relating to
contracting indebtedness; providing for the issuance, sale and delivery of not to
exceed $26,300,000 aggregate principal amow1t of unlimited tax general
obligation bonds to provide funds to make fire safety improvements, including
acquiring land for and constructing and equipping a new fire station, renovating
an existing fire station and acquiring a new fire engine and to pay the costs of
issuance and sale of the bonds authorized by the qualified voters of the City at a
special election held on August 6, 2024 pursuant to Ordinance No. 24-006;
providing for the issuance, sale and delivery of not to exceed $11,050,000
aggregate principal amount of limited tax general obligation and refunding bonds
to provide funds to finance transportation related and other capital projects, to
refund certain outstanding limited tax general obligation bonds of the City and to
pay the costs of issuance and sale of such bonds; fixing or setting parameters with
respect to certain terms and covenants of the bonds; appointing the City's
designated representative to approve the final terms of the sale of the bonds; and
providing for other related matters.
FG: 103606469.3
Passed June 16, 2025
This document prepared by:
Foster Garvey P. C.
1111 Third Avenue, Suite 3000
Seattle, Washington 98101
(206) 447-4400
Ordinance No. 25-012
TABLE OF CONTENTS*
Section 1. Definitions ............................................................................................................... I
Section 2. Findings and Determinations .................................................................................. 5
Section 3. Authorization of Bonds ........................................................................................... 7
Section 4. Description of the Bonds; Appointment of Designated Representative ................. 7
Section 5. Bond Registrar; Registration and Transfer of Bonds .............................................. 8
Section 6. Form and Execution of Bonds ................................................................................ 9
Section 7. Payment of Bonds ................................................................................................. 10
Section 8. Funds and Accounts; Deposit of Proceeds ............................................................ 10
Section 9. Redemption Provisions and Purchase of Bonds ................................................... 11
Section 10. Failure To Pay Bonds ............................................................................................ 12
Section 11. Pledge of 1'axes ..................................................................................................... 13
Section 12. Tax Covenants; Designation of Bonds as "Qualified Tax Exempt
Obligations" .......................................................................................................... 13
Section 13. Refunding or Defeasance of the Bonds ................................................................ 14
Section 14. Refunding of the Refunded Bonds ........................................................................ 14
Section 15. Call for Redemption of the Refunded Bonds ........................................................ 16
Section I 6. Findings with Respect to Refunding ..................................................................... 16
Section 17. Sale and Delivery of the Bonds ............................................................................ 17
Section 18. Official Statement ................................................................................................. 17
Section 19. Undertaking to Provide Continuing Disclosure .................................................... 18
Section 20. Supplemental and Amendatory Ordinances .......................................................... 20
Section 21. General Authorization and Ratification ................................................................ 20
Section 22. Severability ........................................................................................................... 21
Section 23. Effective Date of Ordinance ................................................................................. 21
*The cover page, table of contents and section headings of this ordinance are for convenience of reference only, and
shall not be used to resolve any question of interpretation of this ordinance.
FG: 103606469.3
CITY OF CAMAS, WASHINGTON
ORDINANCE NO. 25-012
AN ORDINANCE of the City of Camas, Washington> relating to
contracting indebtedness; providing for the issuance, sale and delivery of not to
exceed $26,300>000 aggregate principal amount of unlimited tax general
obligation bonds to provide funds to make fire safety improvements, including
acquiring land for and constructing and equipping a new fire station, renovating
an existing fire station and acquiring a new fire engine and to pay the costs of
issuance and sale of the bonds authorized by the qualified voters of the City at a
special election held on August 6, 2024 pursuant to Ordinance No. 24-006;
providing for the issuance> sale and delivery of not to exceed $11>050,000
aggregate principal amount of limited tax general obligation and refunding bonds
to provide funds to finance transportation related and other capital projects, to
refund certain outstanding limited tax general obligation bonds of the City and to
pay the costs of issuance and sale of such bonds; fixing or setting parameters with
respect to certain terms and covenants of the bonds; appointing the City's
designated representative to approve the final terms of the sale of the bonds; and
providing for other related matters.
THE CITY COUNCIL OF THE CITY OF CAMAS, WASHINGTON, DO ORDAIN AS
FOLLOWS:
Section 1. Definitions. As used in this ordinance, the following capitalized terms shall
have the following meanings:
(a) "2015 LTGO Bonds" means the City's Limited Tax General Obligation Bonds,
2015, issued pursuant to Ordinance No. 2710.
(b) "Acquired Obligaiions" means those United States Treasury Certificates of
Indebtedness, Notes, and Bonds--State and Local Government Series and other direct, noncallable
obligations of the United States of America purchased to accomplish the refunding of the Refunded
Bonds as authorized by this ordinance.
( c) "Authorized Denomination" means $5,000 or any integral multiple thereof within
a maturity of a Series.
(d) "Beneficial Owner" means, with respect to a Bond, the owner of any beneficial
interest in that Bond.
( e) "Boner means each UTGO Bond and L TOO Bond.
(f) "Bond Authorization" means the authorization to issue no more than $26,300,000
principal amount of unlimited tax general obligation bonds for the purpose of paying or
reimbursing costs of carrying out and accomplishing the UTGO Project, pursuant to the Bond
Election Ordinance and the special election held \\'ithin the City on August 6, 2024.
FG: 103606469.3
Ordinance No. 25-012
(g) "Bond Counsel" means the firm of Foster Garvey P.C., its successor, or any other
attorney or firm of attorneys selected by the City with a nationally recognized standjng as bond
counsel in the field of municipal finance.
(h) "Bond Election Ordinance" means Ordinance No. 24-006, passed by the City
Council on April 15, 2024, authorizing a proposition to be submitted to the qualified voters of the
City for their approval or rejection at a special election held therein on August 6, 2024, with respect
to the Bond Authorization.
(i) "Bond Purchase Contract" means an offer to purchase a Series of the Bonds, setting
forth certain terms and conditions of the issuance, sale and delivery of those Bonds, which offer is
authorized to be accepted by the Designated Representative on behalf of the City, if consistent
with this ordinance.
G) "Bond Register" means the books or records maintained by the Bond Registrar for
the purpose of identifying ownership of each Bond.
(k) "Bond Registrar'' means the Fiscal Agent, or any successor bond registrar selected
by the City.
(1) "City" means the City of Camas, Washington, a municipal corporation duly
organized and existing under the laws of the State.
(m) "City CounciI" means the legislative authority of the City, as duly and regularly
constituted from time to time.
(n) "Code" means the United States Internal Revenue Code of 1986, as amended, and
applicable rules and regulations promulgated thereunder.
(o) "DTC" means The Depository Trust Company, New York, New York, or its
nommee.
(p) "Designated Representative" means the officer of the City appointed in Section 4
of this ordinance to serve as the City's designated representative in accordance with RCW
39 .46.040(2).
(q) "Final Terms" means the terms and conditions for the sale of a Series of the Bonds
including the amount, date or dates, denominations, interest rate or rates (or mechanism for
determining interest rate or rates), payment dates, final maturity, redemption rights, price, and
other terms or covenants, including minimum savings for refunding bonds (if the refunding bonds
are issued for savings purposes).
(r) "Fiscal Agent" means the fiscal agent of the State, as the same may be designated
by the State from time to time.
(s) ''Government Obligations" has the meaning given in RCW 39.53.010, as now in
effect or as may hereafter be amended.
FG: I 03606469.3
Ordinance No. 25-012
(t) "Issue Date" means, with respect to a Bond, the date of initial issuance and delivery
of that Bond to the Purchaser in exchange for the purchase price of that Bond.
(u) "Letter of Representations" means the Blanket Issuer Letter of Representations
between the City and DTC, dated October 12, 1998, as it may be amended from time to time, and
any successor or substitute letter relating to the operational procedures of the Securities
Depository.
(v) "LTGO Bond" means each Limited Tax General Obligation and Refunding Bond
issued pursuant to and for the pu:rposes provided in this ordinance.
(w) "LTGO Bond Fund" means the Limited Tax General Obligation and Refunding
Bond Fund, 2025, of the City created for the payment of the principal of and interest on the LTGO
Bonds.
(x) "LTGO Project" means transportation-related projects, including street
construction, right of way acquisition, intersection improvements, and other street related projects,
and other capital purposes, as deemed necessary and advisable by the City. Incidental costs
incurred in connection with carrying out and accomplishing the L TOO Project, consistent with
RCW 39.46.070, may be included as costs of the LTGO Project.
(y) "LTGO Project Fund" means the fund or account designated or created by the
Finance Director for the purpose of carrying out the L TOO Project.
(z) "MSRB" means the Municipal Securities Rulemaking Board.
(aa) "Net Premium" means, with respect to any Series ofUTGO Bonds, that portion of
original issue premium, if any, that is in excess of the sum of (1) original issue discount, if any,
and (2) the underwriter's discount, if any.
(bb) "Official Statement" means an offering document, disclosure document, private
placement memorandum or substantially similar disclosure document provided to purchasers and
potential purchasers in connection with the initial offering of a Series of the Bonds in conformance
with Rule 15c2-12 or other applicable regulations of the SEC.
(cc) "Owner" means, without distinction, the Registered Owner and the Beneficial
Owner.
(dd) "Purchaser" means Key Banc Capital Markets Inc. of Seattle, Washington, or such
other corporation, firm, association, partnership, trust, bank, financial institution or other legal
entity or group of entities selected by the Designated Representative to serve as purchaser in a
private placement, underwriter or placement agent in a negotiated sale.
( ee) "Rating Agency" means any nationally recognized rating agency then maintaining
a rating on the Bonds at the request of the City.
(ft) ''Record Date" means the Bond Registrar's close of business on the 15th day of the
month preceding an interest payment date. With respect to redemption of a Bond prior to its
FG: 103606469.3
Ordinance No. 25-012
maturity, the Record Date shall mean the Bond Registrar's close of business on the date on which
the Bond Registrar sends the notice of redemption in accordance with Section 9.
(gg) "Refunded Bonds" means all or a portion of the Refunding Candidates selected by
the Designated Representative to be refunded with proceeds of a Series of the L TOO Bonds and
included in the Refunding Plan.
(hh) "Refanding Candidates" means the outstanding 2015 LTOO Bonds, maturing in
the years 2025, 2027, 2030 and 2035, the refundings of which have been provided for by this
ordinance.
(ii) "Refunding Plan" means:
( 1) the placement of sufficient proceeds of a Series of the L TOO Bonds which,
with other money of the City, if necessary, will be deposited with the Refunding Trustee or may
be used to acquire the Acquired Obligations to be deposited along with cash, if necessary, with the
Refunding Trustee;
(2) the payment of the principal of and interest on the Refunded Bonds when
due up to and including such date detennined by the Designated Representative, and the call,
payment, and redemption on such date, of all of the then-outstanding Refunded Bonds at a price
of par; and
(3) may include the payment of the costs ofissuing a Series of the L TOO Bonds
and the costs of carrying out the foregoing elements of the Refunding Plan.
(jj) "Refunding Trust Agreement" means a Refunding Trust Agreement between the
City and the Refunding Trustee.
(kk) "Refanding Trustee" means the trustee or escrow agent or any successor trustee or
escrow agent serving as refunding trustee to carry out the Refunding Plan.
(ll) "Registered Owner" means, with respect to a Bond, the person in whose name that
Bond is registered on the Bond Register. For so long as the City utilizes the book-entry only
system for the Bonds under the Letter of Representations, Registered Owner shall mean the
Securities Depository.
(mm) "Rule J 5c2-12" means Rule 15c2-12 promulgated by the SEC under the Securities
Exchange Act of 1934, as amended.
(m1) "SEC" means the United States Securities and Exchange Commission.
( oo) "Securities Depository" means OTC, any successor thereto, any substitute
securities depository selected by the City that is qualified under applicable laws and regulations to
provide the services proposed to be provided by it, or the nominee of any of the foregoing.
(pp) "Series of the Bonds" or "Series" means a series of the Bonds issued pursuant to
this ordinance.
FG: 103606469.3
Ordinance No. 25-012
(qq) "State'' means the State of Washington.
(rr) "Term Bonet' means each Bond designated as a Tenn Bond and subject to
mandatory redemption in the years and amounts set forth in the Bond Purchase Contract.
(ss) ''Undertaking" means the undertaking to provide continuing disclosure entered into
pursuant to Section 19 of this ordinance.
(tt) "UTGO Bond" means each Unlimited Tax General Obligation Bond issued
pursuant to and for the purposes provided in this ordinance.
(uu) "UTGO Bond Fund' means the Unlimited Tax General Obligation Bond Fund,
2025, of the City created for the payment of the principal of and interest on the UTGO Bonds.
(vv) "UTGO Project" means fire safety improvements, including the acquisition ofland
for and construction and equipping a new fire station, the renovation of an existing fire station and
the acquisition of a new fire engine, and other capital purposes, as deemed necessary and advisable
by the City. Incidental costs incurred in connection with canying out and accomplishing the
UTGO Project, consistent with RCW 39.46.070, may be included as costs of the UTGO Project.
The UTGO Project includes acquisition, construction and installation of all necessary fumiture,
equipment, apparatus, accessories, fixtures and appurtenances. The term "land" includes all real
property and all appurtenant improvements, structures and interests therein.
(ww) "UTGO Project Fund" means the fund or account designated or created by the
Finance Director for the purpose of carrying out the UTGO Project.
Section 2. Findings and Determinations. The City takes note of the following facts
and makes the following findings and determinations:
(a) Voter Authorization of UTGO Bonds. Pursuant to the Bond Election Ordinance
(which is incorporated by this reference), the Bond Authorization was approved by the requisite
number of voters.
(b) Authority and Description ofUTGO Project. Pursuant to the Bond Authorization,
the City is authorized to issue the UTGO Bonds for the purpose of paying or reimbursing costs of
the UTGO Project, which are capital purposes only and do not include the replacement of
equipment. It is in the best interests of the City and its taxpayers to issue the UTGO Bonds to
carry out and accomplish the UTGO Project.
(c) Plan of Financing (UTGO Bonds). Pursuant to applicable law, including without
limitation chapters 35.37, 35.40, 39.36, 39.44, 39.46 and 39.52 RCW, the City is authorized to
issue general obligation bonds for the purpose of financing the UTGO Project, which is a capital
purpose only and does not include the replacement of equipment. The total expected cost of the
UTGO Project is approximately $26)300,000, which is expected to be made up of proceeds of the
UTGO Bonds and other available money of the City, if needed.
(d) Authority and Description of LTGO Project. The City is authorized to issue the
L TGO Bonds for the purpose of paying or reimbursing costs of the L TGO Project. It is in the best
FG: 103606469.3
Ordinance No. 25-012
interests of the City and its taxpayers to issue a portion of the L TGO Bonds to carry out and
accomplish the L TGO Project.
(e) Plan of Financing (LTGO Bonds). Pursuant to applicable law, including without
limitation chapters 35.37, 35.40, 39.36, 39.44, 39.46 and 39.52 RCW, the City is authorized to
issue general obligation bonds for the purpose of financing the LTGO Project. The total expected
cost of the LTGO Project is approximately $6,637,750, which is expected to be made up of
proceeds of the LTGO Bonds and other available money of the City.
(f) Authority and Description of the Refunding Plan.
(1) Pursuant to Ordinance No. 2710, the City heretofore issued its $7,325,000
par value Limited Tax General Obligation Bonds, 2015 (the "2015 L TGO Bonds"), for the purpose
of financing a portion of the City's road and transportation projects, acquisition of buildings and
other capital purposes, and by that ordinance reserved the right to redeem the 2015 LTGO Bonds
maturing on and after December 1, 2025 prior to their maturity on or after June 1, 2025, at a price
of par plus accrued interest to the date fixed for redemption (the "Refunding Candidates").
(2) There are presently $4,785,000 par value of Refunding Candidates
outstanding.
(3) After due consideration, it appears to the City Council that all or a portion
of the Refunding Candidates may be refunded by a portion of the issuance and sale of the limited
tax general obligation refunding bonds authorized herein, so that a savings will be effected by the
difference between the principal and interest cost over the life of the portion of the L TGO Bonds
used for the Refunding Plan and the principal and interest cost over the life of the Refunded Bonds
but for such refunding, which refunding will be effected by carrying out the Refunding Plan.
(g) Debt Capacity. The maximum amount of indebtedness authorized by this
ordinance is $37,350,000. Based on the following facts, up to $26,300,000 of this amount is to be
issued for the UTGO Bonds within the amount permitted to be issued by the City with voter
approval for general municipal purposes, and up to $11,050,000 of this amount is to be issued for
the L TGO Bonds within the amount permitted to be issued by the City for general municipal
purposes without a vote:
(i) The assessed valuation of the taxable property within the City as ascertained
by the last preceding assessment for City purposes for collection in the calendar year 2025 is
$8,061,731,234.
(ii) As of April 1, 2025, the City had limited tax general obligation
indebtedness, consisting of bonds, notes, State loans and leases outstanding in the principal amount
of$54,390,169, which is incurred within the limit of up to 1 Yz% of the value of the taxable property
within the City permitted for general municipal purposes without a vote.
(iii) As of April 1, 2025, the City had no outstanding unlimited tax general
obligation indebtedness.
FG: 103606469.3
Ordinance No. 25-012
(h) The Bonds. For the purpose of providing the funds necessary to cany out the UTGO
Project} the LTGO Project, to refund the Refunded Bonds and to pay the costs of issuance and sale
of the Bonds, the City Council finds that it is in the best interests of the City and its taxpayers to
issue and sell the Bonds to the Purchaser, pursuant to the terms as approved by the City's
Designated Representative consistent with this ordinance.
Section 3. Authorization of Bonds. The City is authorized to borrow money on the
credit of the City and issue negotiable unlimited tax general obligation bonds evidencing
indebtedness in one or more Series in aggregate principal amount not to exceed $26,300,000 to
provide funds necessary to carry out the UTGO Project and to pay the costs of issuance and sale
of the UTGO Bonds. The proceeds of the UTGO Bonds allocated to paying the cost of the UTGO
Project shall be deposited as set forth in Section 8 of this ordinance and shall be used to carry out
the UTGO Project, or a portion of the UTGO Project, in such order of time as the City determines
is advisable and practicable.
The City is authorized to borrow money on the credit of the City and issue negotiable
limited tax general obligation and refunding bonds evidencing indebtedness in one or more Series
in aggregate principal amount not to exceed $11,050,000 to provide funds necessary to carry out
the LTGO Project, to carry out the Refunding Plan and to pay the costs of issuance and sale of the
LTGOBonds.
Section 4. Description of the Bonds; Appointment of Designated Representative. The
City's Finance Director, or the City Administrator in the absence of the Finance Director, is
appointed as the Designated Representative of the City and is authorized and directed to conduct
the sale of the Bonds in the manner and upon the terms deemed most advantageous to the City,
and to approve the Final Terms of each Series of the Bonds, with such additional terms and
covenants as the Designated Representative deems advisable, within the following parameters:
(a) The UTGO Bonds may be issued in one or more Series, and the aggregate principal
amount of the UTGO Bonds shall not exceed $26,300,000; the LTGO Bonds may be issued in one
or more Series, and the aggregate principal amount of the L TGO Bonds shall not exceed
$11,050,000;
(b) One or more rates of interest may be fixed for the Bonds as long as no rate of interest
for any maturity of the Bonds exceeds 6.00%;
( c) The true interest cost to the City for each Series of Bonds does not exceed 5 .25%;
( d) The aggregate purchase price for each Series of Bonds shall not be less than 98%
and not more than 115% of the aggregate stated principal amount of the Bonds, excluding any
original issue discount;
(e) The Designated Representative shall determine the amounts of Net Premium
received from the Purchaser, if any, to be deposited into the UTGO Project Fund and the UTGO
Bond Fund pursuant to Section 8; provided that, a Purchaser may retain its underwriter's discount
and deduct other costs of selling, issuing and delivering any Series of UTGO Bonds from the price
paid to the City for such Series of UTGO Bonds and pay such other costs of selling, issuing and
delivering such Series of UTGO Bonds directly to the respective financing participants;
FG: 103606469.3
Ordinance No. 25-012
(f) The Bonds may be issued subject to optional and mandatory redemption provisions;
(g) Each Series of UTGO Bonds shall mature no later than December 31, 2050 and
each Series of LTGO Bonds shall mature no later than December 1, 205 5;
(h) The Bonds shall be dated as of the date of their delivery, which date and time for
the issuance and delivery of the Bonds is not later than December 31, 2025; and
(i) There is a minimum net present value savings of 3.0% of the Refunded Bonds.
In addition, a Series of the Bonds may not be issued if it would cause the indebtedness of
the City to exceed the City's legal debt capacity on the Issue Date. The Designated Representative
may determine whether it is in the City's best interest to provide for bond insurance or other credit
enhancement; and may accept such additional terms, conditions and covenants as the Designated
Representative may determine are in the best interests of the City, consistent with this ordinance.
In determining the number of series, the series designations, final principal amounts, date
of the Bonds, denominations, interest rates, payment dates, redemption provisions, tax status, and
maturity dates for the Bonds, the Designated Representative, in consultation with other City
officials and staff and advisors, shall take into account those factors that, in the judgment of the
Designated Representative, will result in the lowest true interest cost on the Bonds to their
maturity, including, but not limited to current financial market conditions and current interest rates
for obligations comparable to the Bonds.
Section 5. Bond Registrar; Registration and Transfer of Bonds.
(a) Registration of Bonds. Each Bond shall be issued ouly in registered form as to both
principal and interest and the ownership of each Bond shall be recorded on the Bond Register.
(b) Bond Registrar; Duties. The Fiscal Agent is appointed as initial Bond Registrar.
The Bond Registrar shall keep, or cause to be kept, sufficient books for the registration and transfer
of the Bonds, which shall be open to inspection by the City at all times. The Bond Registrar is
authorized, on behalf of the City, to authenticate and deliver Bonds transferred or exchanged in
accordance with the provisions of the Bonds and this ordinance, to serve as the City's paying agent
for the Bonds and to cany out all of the Bond Registrar's powers and duties under this ordinance.
The Bond Registrar shall be responsible for its representations contained in the Bond Registrar's
Certificate of Authentication on each Bond. The Bond Registrar may become an Owner with the
same rights it would have if it were not the Bond Registrar and, to the extent pennitted by law,
may act as depository for and permit any of its officers or directors to act as members of, or in any
other capacity with respect to, any committee formed to protect the rights of Owners.
(c) Bond Register; Transfer and Exchange. The Bond Register shall contain the name
and mailing address of each Registered Owner and the principal amount and number of each Bond
held by each Registered Owner. A Bond surrendered to the Bond Registrar may be exchanged for
a Bond or Bonds in any Authorized Denomination of an equal aggregate principal amount and of
the same Series, interest rate and maturity. A Bond may be transferred only if endorsed in the
manner provided thereon and surrendered to the Bond Registrar. Any exchange or transfer shall
be without cost to the Owner or transferee. The Bond Registrar shall not be obligated to exchange
FG: 103606469.3
Ordinance No. 25-012
any Bond or transfer registered ownership during the period between the applicable Record Date
and the next upcoming interest payment or redemption date.
(d) Securities Depository; Book-Entry Only Form. If a Bond is to be issued in book-
entry form, DTC shall be appointed as initial Securities Depository and each such Bond initially
shall be registered in the name of Cede & Co., as the nominee of DTC. Each Bond registered in
the name of the Securities Depository shall be held fully immobilized in book-entry only form by
the Securities Depository in accordance with the provisions of the Letter of Representations .
. Registered ownership of any Bond registered in the name of the Securities Depository may not be
transferred except: (i) to any successor Securities Depository; (ii) to any substitute Securities
Depository appointed by the City; or (iii) to any person if the Bond is no longer to be held in book-
entry only form. Upon the resignation of the Securities Depository, or upon a termination of the
services of the Securities Depository by the City, the City may appoint a substitute Securities
Depository. If (i) the Securities Depository resigns and the City does not appoint a substitute
Securities Depository, or (ii) the City terminates the services of the Securities Depository, the
Bonds no longer shall be held in book-entry only form and the registered ownership of each Bond
may be transferred to any person as provided in this ordinance.
Neither the City nor the Bond Registrar shall have any obligation to participants of any
Securities Depository or the persons for whom they act as nominees regarding accuracy of any
records maintained by the Securities Depository or its participants. Neither the City nor the Bond
Registrar shall be responsible for any notice that is permitted or required to be given to a Registered
Owner except such notice as is required to be given by the Bond Registrar to the Securities
Depository.
Section 6. Form and Execution of Bonds.
(a) Form of Bonds; Signatures and Seal. Each Bond shall be prepared in a form
consistent with the provisions of this ordinance and State law. Each Bond shall be signed by the
Mayor and the City Clerk, either or both of whose signatures may be manual or in facsimile, and
the seal of the City or a facsimile reproduction thereof shall be impressed or printed thereon. If
any officer whose manual or facsimile signature appears on a Bond ceases to be an officer of the
City authorized to sign bonds before the Bond bearing such officer's manual or facsimile signature
is authenticated by the Bond Registrar, or issued or delivered by the City, that Bond nevertheless
may be authenticated, issued and delivered and, when authenticated, issued and delivered, shall be
as binding on the City as though that person had continued to be an officer of the City authorized
to sign bonds. Any Bond also may be signed on behalf of the City by any person who, on the
actual date of signing of the Bond, is an officer of the City authorized to sign bonds, although such
officer did not hold the required office on its Issue Date.
(b) Authentication. Only a Bond bearing a Certificate of Authentication m
substantially the following form, manually signed by the Bond Registrar, shall be valid or
obligatory for any purpose or entitled to the benefits of this ordinance: "Certificate of
Authentication. 1bis Bond is one of the fully registered City of Camas, Washington,
[Unlimited/Limited] Tax General Obligation [and Refunding] Bonds, 2025, described in the Bond
Ordinance." The authorized signing of a Certificate of Authentication shall be conclusive evidence
FG: 103606469.3
Ordinance No. 25-012
that the Bond so authenticated has been duJy executed, authenticated and delivered and is entitled
to the benefits of this ordinance.
Section 7. Payment of Bonds. Principal of and interest on each Bond shall be payable
in lawful money of the United States of America. Principal of and interest on each Bond registered
in the name of the Securities Depository is payable in the manner set forth in the Letter of
Representations. Interest on each Bond not registered in the name of the Securities Depository is
payable by electronic transfer on the interest payment date, or by check or draft of the Bond
Registrar mailed on the interest payment date to the Registered Owner at the address appearing on
the Bond Register on the Record Date. However, the City is not required to make electronic
transfers except pursuant to a request by a Registered Owner in writing received on or prior to the
Record Date and at the sole expense of the Registered Owner. Principal of each Bond not
registered in the name of the Securities Depository is payable upon presentation and surrender of
the Bond by the Registered Owner to the Bond Registrar. The Bonds are not subject to acceleration
under any circumstances.
Section 8. Funds and Accounts; Deposit of Proceeds.
(a) UTGO Bond Fund. The UTGO Bond Fund is created as a special fund of the City
for the sole purpose of paying principal of and interest and any redemption premium on the UTGO
Bonds. From the proceeds received from the sale of each Series ofUTGO Bonds, the Designated
Representative is authorized and directed to deposit in the UTGO Bond Fund that amount, if any,
of Net Premium that the Designated Representative determines pursuant to Section 4 of this
ordinance is to be deposited in the UTGO Bond Fund and used to pay interest on the UTGO Bonds
on their earliest interest payment date or dates. All an10unts allocated to the payment of the
principal of and interest on the UTGO Bonds shall be deposited in the UTGO Bond Fund as
necessary for the timely payment of amounts due with respect to the UTGO Bonds. The principal
of and interest on the UTGO Bonds shall be paid out of the UTGO Bond Fund. Until needed for
that pmpose, the City may invest money in the UTGO Bond Fund temporarily in any legal
investment, and the investment earnings shall be retained in the UTGO Bond Fund and used for
the pmposes of that fund.
(b) LTGO Bond Fund. The LTGO Bond Fund is created as a special fund of the City
for the sole pmpose of paying principal of and interest and any redemption premium on the L TGO
Bonds. Bond proceeds in excess of the amounts needed to pay the costs of the Refunding Plan
and the costs of issuance, if any, shall be deposited into the L TGO Bond Fund. All amounts
allocated to the payment of the principal of and interest on the L TGO Bonds shall be deposited in
the L TGO Bond Fund as necessary for the timely payment of amounts due with respect to the
LTGO Bonds. The principal of and interest on the LTGO Bonds shall be paid out of the L TGO
Bond Fund. Until needed for that purpose, the City may invest money in the L TGO Bond Fund
temporarily in any legal investment, and the investment earnings shall be retained in the L TGO
Bond Fund and used for the purposes of that fund.
(c) UTGO Project Fund. The City is authorized to create and establish or designate
the UTGO Project Fund as a fund or account of the City, with such subaccounts as the Designated
Representative shall deem appropriate, for the purpose of paying or reimbursing costs of the
UTGO Project.
FG: 103606469.3
Ordinance No. 25-012
(i) The Finance Director is authorized and directed to deposit in the UTGO
Project Fund: (A) Net Premium that the Designated Representative determines, pursuant to
Section 4 of this ordinance, is to be used to pay costs of selling, issuing and delivering the UTGO
Bonds; (B) Net Premium that the Designated Representative determines, pursuant to Section 4 of
this ordinance, is to be used to pay costs of the UTGO Project other than the costs of selling,
issuing and delivering the UTGO Bonds; and (C) the principal proceeds received from the sale of
each Series of UTGO Bonds.
(ii) Principal proceeds and Net Premium, if any, deposited into the UTGO
Project Fund from the sale of each Series of UTGO Bonds shall be used only for capital purposes
that carry out and accomplish the UTGO Project, as permitted by law, which shall not include the
replacement of equipment. Until needed to pay costs of carrying out and accomplishing the UTGO
Project, the City may invest proceeds of each Series of UTGO Bonds temporarily in any legal
investment, and the investment earnings shall be retained in the UTGO Project Fund and be spent
to pay or reimburse costs of carrying out and accomplishing the UTGO Project, except that
earnings subject to a federal tax or rebate requirement may be withdrawn from the UTGO Project
Fund and used for those tax or rebate purposes.
(iii) The amount of the Bond Authorization shall be reduced by the sum of:
(i) the stated principal amount of each Series of UTGO Bonds issued under this ordinance; and
(ii) the amount, if any, of Net Premium deposited into the UTGO Project Fund pursuant to (i) of
this section.
( d) LTGO Project Fund. The L TGO Project Fund is created or continued as a fund of
the City for the purpose of paying the costs of the L TOO Project. Proceeds received from the sale
and delivery of the L TGO Bonds shall be deposited into the L TGO Project Fund and used to pay
the costs of the L TGO Project and may include costs of issuance of the L TGO Bonds. Until needed
to pay such costs, the City may invest those proceeds temporarily in any legal investment, and the
investment earnings shall be retained in the LTGO Project Fund and used for the purposes of that
fund, except that earnings subject to a federal tax or rebate requirement (if applicable) may be
withdrawn from the L TGO Project Fund and used for those tax or rebate purposes.
Section 9. Redemption Provisions and Purchase of Bonds.
(a) Optional Redemption. The Bonds shall be subject to redemption at the option of
the City on terms acceptable to the Designated Representative, as set forth in the Bond Purchase
Contract, consistent with the parameters set forth in Section 4.
(b) Mandatory Redemption. Each Bond that is designated as a Term Bond in the Bond
Purchase Contract, consistent with the parameters set forth in Section 4 and except as set forth
below, shall be called for redemption at a price equal to the stated principal amount to be redeemed,
plus accrued interest, on the dates and in the amounts as set forth in the Bond Purchase Contract.
If a Term Bond is redeemed under the optional redemption provisions, defeased or purchased by
the City and surrendered for cancellation, the principal amount of the Term Bond so redeemed,
def eased or purchased (irrespective of its actual redemption or purchase price) shall be credited
against one or more scheduled mandatory redemption installments for that Term Bond. The City
shall determine the manner in which the credit is to be allocated and shall notify the Bond Registrar
FG: 103606469.3
Ordinance No. 25-012
in writing of its allocation prior to the earliest mandatory redemption date for that Term Bond for
which notice of redemption has not already been given.
( c) Selection of Bonds for Redemption; Partial Redemption. If fewer than all of the
outstanding Bonds are to be redeemed at the option of the City, the City shall select the Series and
maturities to be redeemed. If fewer than all of the outstanding Bonds of a maturity of a Series are
to be redeemed, the Securities Depository shall select Bonds registered in the name of the
Securities Depository to be redeemed in accordance with the Letter of Representations, and the
Bond Registrar shall select all other Bonds to be redeemed randomly in such manner as the Bond
Registrar shall determine. AH or a portion of the principal amount of any Bond that is to be
redeemed may be redeemed in any Authorized Denomination. If less than all of the outstanding
principal amount of any Bond is redeemed, upon surrender of that Bond to the Bond Registrar,
there shall be issued to the Registered Owner, without charge, a new Bond (or Bonds, at the option
of the Registered Owner) of the same Series, maturity and interest rate in any Authorized
Denomination in the aggregate principal amount to remain outstanding.
( d) Notice of Redemption. Notice of redemption of each Bond registered in the name
of the Securities Depository shall be given in accordance with the Letter of Representations.
Notice of redemption of each other Bond, unless waived by the Registered Owner, shall be given
by the Bond Registrar not less than 20 nor more than 60 days prior to the date fixed for redemption
by first-class mail, postage prepaid, to the Registered Owner at the address appearing on the Bond
Register on the Record Date. The requirements of the preceding sentence shall be satisfied when
notice has been mailed as so provided, whether or not it is actually received by an Owner. In
addition, the redemption notice shall be mailed or sent electronically within the same period to the
MSRB (if required under the Undertaking), to each Rating Agency, and to such other persons and
with such additional information as the Designated Representative shall determine, but these
additional mailings shall not be a condition precedent to the redemption of any Bond.
( e) Rescission of Optional Redemption Notice. In the case of an optional redemption,
the notice of redemption may state that the City retains the right to rescind the redemption notice
and the redemption by giving a notice of rescission to the affected Registered Owners at any time
prior to the scheduled optional redemption date. Any notice of optional redemption that is so
rescinded shall be of no effect, and each Bond for which a notice of optional redemption has been
rescinded shall remain outstanding.
(f) Effect of Redemption. Interest on each Bond called for redemption shall cease to
accrue on the date fixed for redemption, unless either the notice of optional redemption is rescinded
as set forth above, or money sufficient to effect such redemption is not on deposit in the Bond
Fund or in a trust account established to refund or defease the Bond.
(g) Purchase of Bonds. The City reserves the right to purchase any or all of the Bonds
offered to the City at any time at any price acceptable to the City plus accrued interest to the date
of purchase.
Section 10. Failure To Pay Bonds. If the principal of any Bond is not paid when the
Bond is properly presented at its maturity or date fixed for redemption, the City shall be obligated
to pay interest on that Bond at the same rate provided in the Bond from and after its maturity or
FG: 103606469.3
Ordinance No. 25-012
date fixed for redemption until that Bond, both principal and interest, is paid in full or until
sufficient money for its payment in full is on deposit in the UTGO Bond Fund for any Series of
the UTGO Bonds and in the L TGO Bond Ftmd for any Series of the L TGO Bonds, or in a trust
account established to refund or defease the Bond, and the Bond has been called for payment by
giving notice of that call to the Registered Owner.
Section 11. Pledge of Tax.es. The Bonds constitute a general indebtedness of the City
and are payable from tax revenues of the City and such other money as is lawfully available and
pledged by the City for the payment of principal of and interest on the Bonds. The full faith, credit
and resources of the City are pledged irrevocably for the prompt payment of the principal of and
interest on the Bonds and such pledge shall be enforceable in mandamns against the City.
For as long as any of the UTGO Bonds are ontstanding, the City irrevocably pledges that
it shall, in the manner provided by law without limitation as to rate or amount, include in its annual
property tax levy amounts sufficient, together with other money that is lawfully available, to pay
principal of and interest on the UTGO Bonds as the same become due.
For as long as any of the LTGO Bonds are outstanding, the City irrevocably pledges that
it shall, in the manner provided by law within the constitutional and statutory limitations provided
by law without the assent of the voters, include in its annual property tax levy amounts sufficient,
together with other money that is lawfully available, inclnding the real estate excise tax ("REET")
and transportation impact fees for the portion of the Refunded Bonds that were used for the road
and transportation projects and fee revenue and REET for the portion of the Refunded Bonds that
were used for the community center projects, to pay principal of and interest on the L TGO Bonds
as the same become due.
Section 12. Tax Covenants: Designation of Bonds as "Qualified Tax Exempt
Obligations."
(a) Preservation of Tax Exemption for Interest on Bonds. The City covenants that it
will take all actions necessary to prevent interest on the Bonds from being included in gross income
for federal income tax pnrposes, and it will neither tal(e any action nor make or permit any use of
proceeds of the Bonds or other funds of the City treated as proceeds of the Bonds that will cause
interest on the Bonds to be included in gross income for federal income tax purposes. The City
also covenants that it will, to the extent the arbitrage rebate requirements of Section 148 of the
Code are applicable to the Bonds, take all actions necessary to comply (or to be treated as having
complied) with those requirements in connection with the Bonds.
(b) Post-Issuance Compliance. The Finance Director is authorized and directed to
review and revise the City's written procedures to facilitate compliance by the City with the
covenants in this ordinance and the applicable requirements of the Code that must be satisfied after
the Issue Date to prevent interest on the Bonds from being included in gross income for federal
tax purposes.
(c) Designation of a Series of Bonds as "Qualified Tax-Exempt Obligations." A Series
of the Bonds may be designated as "qualified tax-exempt obligations" for the purposes of
Section 265(b )(3) of the Code, if the following conditions are met:
FG: 103606469.3
Ordinance No. 25-012
(i) the Series does not constitute "private activity bonds" within the meaning
of Section 141 of the Code;
(ii) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds and other obJigations not required to be included in such calculation) that
the City and any entity subordinate to the City (including any entity that the City controls, that
derives its authority to issue tax-exempt obligations from the City, or that issues tax-exempt
obligations on behalf of the City) will issue during the calendar year in which the Series is issued
will not exceed $10,000,000; and
(iii) the amount of tax-exempt obligations, including the Series, designated by
the City as "qualified tax-exempt obligations'' for the purposes of Section 265(b )(3) of the Code
during the calendar year in which the Series is issued does not exceed $10,000,000.
Section 13. Refunding or Defeasance of the Bonds. The City may issue refunding
bonds pursuant to State law or use money available from any other lawful source to carry out a
refunding or defeasance plan, which may include (a) paying when due the principal of and interest
on any or all of the Bonds (the "defeased Bonds"); (b) redeeming the defeased Bonds prior to their
maturity; and (c) paying the costs of the refunding or defeasance. If the City sets aside in a special
trust fund or escrow account irrevocably pledged to that redemption or defeasance (the "trust
account"), money and/or Government Obligations maturing at a time or times and bearing interest
in amounts sufficient to redeem, refund or defease the defeased Bonds in accordance with their
terms, then all right and interest of the Owners of the defeased Bonds in the covenants of this
ordinance and in the funds and accounts obligated to the payment of the defeased Bonds shall
cease and become void. Thereafter, the Owners of def eased Bonds shall have the right to receive
payment of the principal of and interest on the defeased Bonds solely from the trust account and
the defeased Bonds shall be deemed no longer outstanding. In that event, the City may apply
money remaining in any fund or account (other than the trust account) established for the payment
or redemption of the defeased Bonds to any lawful purpose.
Unless otherwise specified by the City in a refunding or defeasance plan, notice of
refunding or defeasance shall be given, and selection of Bonds for any partial refunding or
defeasance shall be conducted, in the manner prescribed in this ordinance for the redemption of
Bonds.
Section 14. Refunding of the Refunded Bonds.
(a) Appointment of Refunding Trustee. The Designated Representative is authorized
to appoint a Refunding Trustee in connection with the L TGO Bonds.
(b) Use of Bond Proceeds; Acquisition of Acquired Obligations. The proceeds of the
sale of a Series of the L TGO Bonds shall be deposited immediately upon the receipt thereof with
the Refunding Trustee and used to discharge the obligations of the City relating to the Refunded
Bonds under Ordinance No. 2710 by providing for the payment of the amounts required to be paid
by the Refunding Plan. To the extent practicable, such obligations shall be discharged fully with
LTGO Bond proceeds by the Refunding Trustee's simultaneous purchase of the Acquired
Obligations, bearing such interest and maturing as to principal and interest in such amounts and at
FG: 103606469.3
Ordinance No. 25-012
such times so as to provide, together with a beginning cash balance, if necessary, for the payment
of the amount required to be paid by the Refunding Plan. The Acquired Obligations, if acquired,
will be listed and more particularly described in an exhibit to be attached to the Refunding Trust
Agreement between the City and the Refunding Trustee, but are subject to substitution as set forth
below. Any LTGO Bond proceeds or other money deposited with the Refunding Trustee not
needed to purchase the Acquired Obligations and provide a beginning cash balance, if any, and
pay the costs of issuance of the LTGO Bonds shall be returned to the City at the time of delivery
of the L TGO Bonds to the initial purchaser thereof and deposited in the LTGO Bond Fund to pay
interest on the L TGO Bonds on the first interest payment date.
If payment of the costs of issuance of the Series of LTGO Bonds is not included in the
Refunding Plan, the LTGO Bond proceeds from that Series that are not deposited with the
Refunding Trustee will be deposited with the City to be used to pay the costs of issuance of the
Series of L TGO Bonds. Any additional proceeds of the Series of L TGO Bonds may be deposited
into the L TGO Bond Fund and used to pay interest on the Series of L TGO Bonds on the first
interest payment date.
(c) Substitution of Acquired Obligations. Prior to the purchase of any Acquired
Obligations by the Refunding Trustee, the City reserves the right to substitute other direct,
noncallable obligations of the United States of America ("Substitute Obligations") for any of the
Acquired Obligations and to use any savings created thereby for any lawful City purpose if, (a) in
the opinion of the City's bond counsel, the interest on the LTGO Bonds and the Refunded Bonds
will remain excluded from gross income for federal income tax purposes under Sections 103, 148,
and 149(d) of the Code, and (b) such substitution shall not impair the timely payment of the
amounts required to be paid by the Refunding Plan, as verified by a nationally recognized
independent certified public accounting finn.
After the purchase of the Acquired Obligations, if any, by the Refunding Trustee, the City
reserves the right to substitute therefor cash or Substitute Obligations subject to the conditions that
such money or securities held by the Refunding Trustee shall be sufficient to carry out the
Refunding Plan, that such substitution will not cause the L TGO Bonds or the Refunded Bonds to
be arbitrage bonds within the meaning of Section 148 of the Code and regulations thereunder in
effect on the date of such substitution and applicable to obligations issued on the issue dates of the
LTGO Bonds and the Refunded Bonds, as applicable, and that the City obtain, at its expense: (1) a
verification by a nationally recognized independent firm acceptable to the Refunding Trustee
confirming that the payments of principal of and interest on the substitute securities, if paid when
due, and any other money held by the Refunding Trustee will be sufficient to carry out the
Refunding Plan; and (2) an opinion from a nationally recognized bond counsel to the City, to the
effect that the disposition and substitution or purchase of such securities, under the statutes, rules,
and regulations then in force and applicable to the L TGO Bonds, will not cause the interest on the
L TGO Bonds or the Refunded Bonds to be included in gross income for federal income tax
purposes and that such disposition and substitution or purchase is in compliance with the statutes
and regulations applicable to the L TGO Bonds. Any surplus money resulting from the sale,
transfer, other disposition, or redemption of the Acquired Obligations and the substitutions therefor
shall be released from the trust estate and transferred to the City to be used for any lawful City
purpose.
FG: 103606469.3
Ordinance No. 25-012
( d) Administration of Refunding Plan. The Refunding Trustee is authorized and
directed to purchase the Acquired Obligations (or substitute obligations), if so directed by the
Designated Representative, and to make the payments required to be made by the Refunding Plan
from the Acquired Obligations (or substitute obligations) and money deposited with the Refunding
Trustee pursuant to this ordinance. All Acquired Obligations (or substitute obligations) and the
money deposited with the Refunding Trustee and any income therefrom shall be held irrevocably,
invested and applied in accordance with the provisions of Ordinance No. 2710, this ordinance,
chapter 39.53 RCW and other applicable statutes of the State of Washington and the Refunding
Trust Agreement. All necessary and proper fees, compensation, and expenses of the Refunding
Trustee for the Series of L TGO Bonds and all other costs incidental to the setting up of the escrow
to accomplish the refunding of the Refunded Bonds and costs related to the issuance and delivery
of the Series ofLTGO Bonds, including bond printing, verification fees, Bond Counsel's fees, and
other related expenses, shall be paid out of the proceeds of the Series of L TGO Bonds.
(e) Authorization for Refunding Trust Agreement. To carry out the Refunding Plan
provided for by this ordinance, the Designated Representative is authorized and directed to execute
and deliver to the Refunding Trustee a Refunding Trust Agreement setting forth the duties,
obligations and responsibilities of the Refunding Trustee in connection with the payment,
redemption, and retirement of the Refunded Bonds as provided herein and stating that the
provisions for payment of the fees, compensation, and expenses of such Refunding Trustee set
forth therein are satisfactory to it. Prior to executing the Refunding Trust Agreement, the
Designated Representative of the City is authorized to make such changes therein that do not
change the substance and purpose thereof or that assure that the escrow provided therein and the
L TGO Bonds are in compliance with the requirements of federal law governing the exclusion of
interest on the LTGO Bonds from gross income for federal income tax purposes.
Section 15. Call for Redemption of the Refunded Bonds. The City will call for
redemption on such date as determined by the Designated Representative, all of the Refunded
Bonds at par plus accrued interest. Such call for redemption shall be irrevocable after the delivery
of the L TGO Bonds to the initial purchaser thereof. The date on which the Refunded Bonds are
herein called for redemption will be the first date on which those bonds may be called.
The proper City officials are authorized and directed to give or cause to be given such
notices as required, at the times and in the manner required by Ordinance No. 2710, in order to
effect the redemption prior to their maturity of the Refunded Bonds.
Section 16. Findings with Respect to Refunding. The City Council authorizes the
Designated Representative to issue the LTGO Bonds if it will achieve debt service savings to the
City and is in the best interest of the City and its taxpayers and in the public interest. ln making
such fmding and determination, the Designated Representative will give consideration to the fixed
maturities of the LTGO Bonds and the Refunded Bonds, the costs of issuance of the LTGO Bonds
and the known earned income from the investment of the proceeds of the issuance and sale of the
LTGO Bonds and other money of the City used in the Refunding Plan, if any, pending payment
and redemption of the Refunded Bonds.
The Designated Representative may also purchase Acquired Obligations to be deposited
with the Refunding Trustee, together with the income therefrom, and with any necessary beginning
fG: 103606469.3
Ordinance No. 25-012
cash balance, which will be sufficient to redeem the Refunded Bonds and will discharge and satisfy
the obligations of the City under Ordinance No. 2710 with respect to the Refunded Bonds; and the
pledges, charges, trusts, covenants, and agreements of the City therein made or provided for as to
the Refunded Bonds, and that the Refunded Bonds shaJJ no longer be deemed to be outstanding
under such ordinance immediately upon the deposit of such money with the Refunding Trustee.
Section 17. Sale and Delivery of the Bonds.
(a) Manner of Sale of Bonds; Delivery of Bonds. The Designated Representative is
authorized to sell each Series of the Bonds by negotiated sale or private placement based on the
assessment of the Designated Representative of market conditions, in consultation with
appropriate City officials and staff, Bond Counsel and other advisors. In determining the method
of sale of a Series and accepting the Final Tenns, the Designated Representative shall take into
account those factors that, in the judgment of the Designated Representative, may be expected to
result in the lowest true interest cost to the City.
(b) Procedure for Negotiated Sale or Private Placement. If the Designated
Representative determines that a Series of the Bonds is to be sold by negotiated sale or private
placement, the Designated Representative shall select one or more Purchasers with which to
negotiate such sale. The Bond Purchase Contract for each Series of the Bonds shall set forth the
Final Terms. The Designated Representative is authorized to execute the Bond Purchase Contract
on behalf of the City, so long as the terms provided therein are consistent with the terms of this
ordinance.
(c) Preparation, Execution and Delivery of the Bonds. The Bonds will be prepared at
City expense and will be delivered to the Purchaser in accordance with the Bond Purchase
Contract, together with the approving legal opinion of Bond Counsel regarding the Bonds.
Section 18. Official Statement.
(a) Preliminary Official Statement Deemed Final. The Designated Representative
shall review and, if acceptable, approve the preliminary Official Statement prepared in connection
with each sale of a Series of the Bonds to the public or through a Purchaser as a placement agent.
For the sole purpose of the Purchaser's compliance with paragraph (b )(1) of Rule l 5c2-12, if
applicable, the Designated Representative is authorized to deem that preliminruy Official
Statement final as of its date, except for the omission of information permitted to be omitted by
Rule 15c2-12. The City approves the distribution to potential purchasers of the Bonds of a
preliminary Official Statement that has been approved by the Designated Representative and been
deemed final, if applicable, in accordance with this subsection.
(b) Approval of Final Official Statement. The City approves the preparation of a final
Official Statement for each Series of the Bonds to be sold to the public in the form of the
preliminary Official Statement that has been approved and deemed final in accordance with
subsection (a), with such modifications and amendments as the Designated Representative deems
necessary or desirable, and further authorizes the Designated Representative to execute and deliver
such final Official Statement to the Purchaser if required under Rule 15c2-12. The City authorizes
FG: 103606469.3
Ordinance No. 25-012
and approves the distribution by the Purchaser of the final Official Statement so executed and
delivered to purchasers and potential purchasers of a Series of the Bonds.
Section 19. Undertaking to Provide Continuing Disclosure. To meet the requirements
of paragraph (b)(5) of Rule 15c2-12, as applicable to the Purchaser acting as a participating
underwriter for the Bonds, the City makes the following written Undertaking for the benefit of
holders of the Bonds:
(a) Undertaking to Provide Annual Financial Information and Notice of Listed Events.
The City undertakes to provide or cause to be provided, either directly or through a designated
agent, to the MSRB, in an electronic format as prescribed by the MSRB, accompanied by
identifying information as prescribed by the MSRB:
(i) Annual financial information and operating data of the type included in the
final official statement for the Bonds and described in paragraph (b )(i) ("annual financial
information");
(ii) Timely notice (not in excess of 10 business days after the occurrence of the
event) of the occurrence of any of the following events with respect to the Bonds: ( 1) principal
and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled
draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit
enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or
their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations oftaxability, Notice of Proposed Issue (IRS Form 5701 -TEB)
or other material notices or detenninations with respect to the tax status of the Bonds, or other
material events affecting the tax status of the Bonds; (7) modifications to rights of holders of the
Bonds, if material; (8) bond calls (other than scheduled mandatory redemptions of Term Bonds),
if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property
securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency,
receivership or similar event of the City, as such ''Bankruptcy Events" are defined in Rule 15c2-
12; (13) the consummation of a merger, consolidation, or acquisition involving the City or the sale
of all or substantially all of the assets of the City other than in the ordinary course of business, the
entry into a definitive agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if material;
(14) appointment of a successor or additional trustee or the change of name of a trustee, if material;
(15) incurrence of a financial obligation of the City or obligated person, if material, or agreement
to covenants, events of default, remedies, priority rights, or other similar terms of a financial
obligation of the City or obligated person, any of which affect security holders, if material; and
(16) default, event of acceleration, termination event, modification of terms, or other similar events
under the terms of the financial obligation of the City or obligated person, any of which reflect
financial difficulties. The term "financial obligation" means a (i) debt obligation; (ii) derivative
instrument entered into in connection with, or pledged as security or a source of payment for, an
existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term "financial obligation"
shall not include municipal securities as to which a final official statement has been provided to
the MSRB consistent with Rule l 5c2-l 2.
PG: 103606469.3
Ordinance No. 25-012
(iii) Timely notice of a failure by the City to provide the required annual
financial information described in paragraph (b )(i) on or before the date specified in
paragraph (b )(ii).
(b) Type of Annual Financial Information Undertaken to be Provided. The annual
financial information that the City undertakes to provide in paragraph (a):
(i) Shall consist of (1) annual financial statements prepared (except as noted in
the financial statements) in accordance with applicable generally accepted accounting principles
applicable to local governmental units of the State such as the City, as such principles may be
changed from time to time; (2) principal amount of general obligation bonds outstanding at the
end of the applicable fiscal year; (3) assessed valuation for that fiscal year; and (4) excess (for the
UTGO Bonds) and regular (for the LTGO Bonds) property tax levy amounts and rates for that
fiscal year;
(ii) Shall be provided not later than the last day of the ninth month after the end
of each fiscal year of the City (currently, a fiscal year ending December 31 ), as such fiscal year
may be changed as required or permitted by State law, commencing with the City's fiscal year
ending December 31, 2025; and
(iii) May be provided in a single or multiple documents, and may be
incorporated by specific reference to documents available to the public on the Internet website of
the MSRB or filed with the SEC.
If not submitted as part of the annual financial information described in paragraph (b )(i)
above, the City will provide or cause to be provided to the MSRB audited financial statements,
when and if available.
(c) Amendment of Undertaking. This Undertaking is subject to amendment after the
primary offering of the Bonds without the consent of any holder of any Bond, or of any broker,
dealer, municipal securities dealer, participating underwriter, Rating Agency or the MSRB, under
the circumstances and in the manner permitted by Rule 15c2-12. The City will give notice to the
MSRB of the substance (or provide a copy) of any amendment to the Undertaking and a brief
statement of the reasons for the amendment. If the amendment changes the type of annual financial
information to be provided, the annual financial information containing the amended financial
information will include a nanative explanation of the effect of that change on the type of
information to be provided.
(d) Beneficiaries. This Undertaking shall inure to the benefit of the City and the holder
of each Bond, and shall not inure to the benefit of or create any rights in any other person.
(e) Termination of Undertaking. The City's obligations under this Undertaking shall
terminate upon the redemption, maturity or legal defeasance of all of the Bonds. ln addition, the
City's obligations under this Undertaking shall terminate if the provisions of Rule 15c2-12 that
require the City to comply with this Undertaking become legally inapplicable in respect of the
Bonds for any reason, as confirmed by an opinion of Bond Counsel delivered to the City, and the
City provides timely notice of such termination to the MSRB.
FG: 103606469.3
Ordinance No. 25-012
(.f) Remedy for Failure to Comply with Undertaking. As soon as practicable after the
City learns of any failure to comply with this Undertaking, the City will proceed with due diligence
to cause such noncompliance to be corrected. No failure by the City or other obligated person to
comply with this Undertaking shall constitute a default in respect of the Bonds. The sole remedy
of any holder of a Bond shall be to talce action to compel the City or other obligated person to
comply with this Undertaking, including seeking an order of specific performance from an
appropriate court.
(g) Designation of Official Responsible to Administer Undertaking. The Finance
Director, or such officer's designee, is the person designated, in accordance with the Bond
Ordinance, to cany out the Undertaking in accordance with Rule 15c2-12, including, without
limitation, the following actions:
(i) Preparing and filing the annual financial information undertaken to be
provided;
(ii) Determining whether any event specified in paragraph (a) has occurred,
assessing its materiality, where necessary, with respect to the Bonds, and preparing and
disseminating any required notice of its occurrence;
(iii) Determining whether any person other than the City is an "obligated
person" within the meaning of Rule 15c2-12 with respect to the Bonds, and obtaining from such
person an undertaking to provide any annual financial information and notice of listed events for
that person required under Rule l 5c2-l 2;
(iv) Selecting, engaging and compensating designated agents and consultants,
including financial advisors and legal counsel, to assist and advise the City in carrying out this
Undertaking; and
(v) Effecting any necessary amendment of this Undertaking.
Section 20. Supplemental and Amendatory Ordinances. The City may supplement or
amend this ordinance for any one or more of the following purposes without the consent of any
Owners of the Bonds:
(a) To add covenants and agreements that do not materially adversely affect the
j nterests of Owners, or to surrender any right or power reserved to or conferred upon the City.
(b) To cure any ambiguities, or to cure, correct or supplement any defective provision
contained in this ordinance in a manner that does not materially adversely affect the interest of the
Beneficial Owners of the Bonds.
Section 21. General Authorization and Ratification. The Mayor, City Administrator,
City Clerk, Designated Representative and other appropriate officers of the City are severally
authorized to take such actions and to execute such documents as in their judgment may be
necessary or desirable to cany out the transactions contemplated in connection with this ordinance,
and to do everything necessary for the prompt delivery of each Series of the Bonds to the Purchaser
thereof and for the proper application, use and investment of the proceeds of the Bonds. All actions
FG: 103606469.3
Ordinance No. 25-012
taken prior to the effective date of this ordinance in furtherance of the purposes described in this
ordinance and not inconsistent with the terms of this ordinance are ratified and confirmed in all
respects.
Section 22. Severability. The provisions of this ordinance are declared to be separate
and severable. If a court of competent jurisdiction, all appeals having been exhausted or all appeal
periods having run, finds any provision of this ordinance to be invalid or unenforceable as to any
person or circumstance, such offending provision shall, if feasible, be deemed to be modified to
be within the limits of enforceability or validity. However, if the offending provision cannot be
so modified, it shall be null and void with respect to the particular person or circumstance, and all
other provisions of this ordinance in all other respects, and the offending provision with respect to
all other persons and all other circumstances, shall remain valid and enforceable.
Section 23. Effective Date of Ordinance. This ordinance shall take effect and be in
force from and after its passage and five days following its publication as required by law.
PASSED by the City Council and APPROVED by the Mayor of the City of Camas,
Washington, at an open public meeting thereof, this 161h day of June 2025 .
ATTEST:
c~~
FG: 103606469.3
Ordinance No. 25-012
CERTIFICATION
I, the undersigned, City Clerk of the City of Camas, Washington (the "City"), hereby
certify as follows:
1. The attached copy of Ordinance No. 25-012 (the "Ordinance") is a full, true and
correct copy of an ordinance duly passed at a regular meeting of the City Council of the City held
at the regular meeting place thereof on June 16, 2025, as that ordinanc e appears on the minute
book of the City.
2. That said meeting was duly convened, held and included an opportunity for public
comment, in all respects in accordance with law; due and proper notice of such meeting was given;
that a legal quorum of the members of the City Council was present throughout the meeting; and
a majority of the members voted in the proper manner for the passage of the Ordinance.
3. The Ordinance will be in full force and effect five days after publication in the
City's official newspaper, which publication date is expected to be June 26, 2025.
Dated: June 16, 2025.
CITY OF CAMAS, WASHINGTON
Q-.~
City Clerk
FG: 103606469.3