ORD 26-007[Type here]
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FG: 110697209.2
CITY OF CAMAS, WASHINGTON
ORDINANCE NO. 26-007
AN ORDINANCE of the City of Camas, Washington, establishing a
revolving line of credit and providing for the issuance and sale of limited tax
general obligation bond anticipation notes in the aggregate principal amount of not
to exceed $7,000,000 to evidence the line of credit to pay for capital expenditures
and working capital expenditures of the City; fixing the terms and covenants of
the notes; 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) “Authorized Officer” means the City Administrator or Finance Director.
(b) “Base Rate” means, for any day, a fluctuating rate per annum equal to the highest
of (i) the rate of interest in effect for such day as established from time to time by the Purchaser as
its “prime rate,” whether or not publicly announced, which interest rate may or may not be the
lowest rate charged by it for commercial loans or other extensions of credit and (ii) the Floor.
(c) “Benchmark” means, initially, Term SOFR; provided that if a Benchmark
Transition Event has occurred with respect to the then-current Benchmark, then “Benchmark”
means the applicable Benchmark Replacement to the extent that such Benchmark Replacement
has replaced such prior benchmark rate pursuant to Section 4.
(d) “Benchmark Replacement” means, with respect to any Benchmark Transition Event
for the then-current Benchmark, the sum of: (i) the alternate benchmark rate that has been selected
by the Purchaser, with the consent of the City, as the replacement for such Benchmark giving due
consideration to (A) any selection or recommendation of a replacement benchmark rate or the
mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement for such
Benchmark for credit facilities of similar size denominated in U.S. Dollars at such time and (ii)
the related Benchmark Replacement Adjustment, if any; provided that, if such Benchmark
Replacement as so determined would be less than the Floor, such Benchmark Replacement will be
deemed to be the Floor for the purposes of this ordinance and the Notes.
(e) “Benchmark Replacement Adjustment” means, with respect to any replacement of
any then-current Benchmark with an unadjusted Benchmark Replacement for the one month term
rate, the spread adjustment, or method for calculating or determining such spread adjustment
(which may be a positive or negative value or zero), if any, that has been selected by the Purchaser,
upon consent of the City, giving due consideration to (a) any selection or recommendation of a
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FG: 110697209.2
spread adjustment, or method for calculating or determining such spread adjustment, for the
replacement of such Benchmark with the applicable unadjusted Benchmark Replacement by the
Relevant Governmental Body or (b) any evolving or then-prevailing market convention for
determining a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of such Benchmark with the applicable unadjusted Benchmark Replacement
for U.S. Dollar denominated syndicated credit facilities.
(f) “Benchmark Replacement Conforming Changes” means, with respect to any
Benchmark Replacement, any technical, administrative or operational changes (including changes
to the definition of “Base Rate,” the definition of “Business Day,” the definition of “SOFR
Business Day,” the defined interest period or any similar or analogous definition (or the addition
of a concept of “interest period”) (collectively, “Interest Period”), the timing and frequency of
determining rates and making payments of interest, timing of borrowing requests or prepayment,
conversion or continuation notices, length of lookback periods, and other technical, administrative
or operational matters) that the Purchaser decides may be appropriate to reflect the adoption and
implementation of such Benchmark Replacement and to permit the administration thereof by the
Purchaser in a manner substantially consistent with market practice (or, if the Purchaser decides
that adoption of any portion of such market practice is not administratively feasible or if the
Purchaser determines that no market practice for the administration of such Benchmark
Replacement exists, in such other manner of administration as the Purchaser decides is reasonably
necessary in connection with the administration of this ordinance or the Notes).
(g) “Benchmark Replacement Date” means the earlier to occur of the following events
with respect to the then-current Benchmark:
(i) in the case of clause (i) or (ii) of the definition of “Benchmark Transition
Event,” the later of (i) the date of the public statement or publication of information referenced
therein and (ii) the date on which the administrator of such Benchmark (or the published
component used in the calculation thereof) permanently or indefinitely ceases to provide the one
month term rate of such Benchmark (or such component thereof); or
(ii) in the case of clause (iii) of the definition of “Benchmark Transition Event,”
the first date on which such Benchmark (or the published component used in the calculation
thereof) has been determined and announced by the regulatory supervisor for the administrator of
such Benchmark (or such component thereof) to be no longer representative; provided, that such
non-representativeness will be determined by reference to the most recent statement or publication
referenced in such clause (iii) and even if any one month term rate of such Benchmark (or such
component thereof) continues to be provided on such date.
For the avoidance of doubt, (A) if the event giving rise to the Benchmark Replacement
Date for any Benchmark occurs on the same day as, but earlier than, the reference time in respect
of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to
the reference time for such Benchmark and for such determination and (B) the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (i) or (ii) with respect to
any Benchmark upon the occurrence of the applicable event or events set forth therein with respect
to all then-current one month term rate of such Benchmark (or the published component used in
the calculation thereof).
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(h) “Benchmark Transition Event” means, with respect to the then-current Benchmark,
the occurrence of one or more of the following events with respect to such Benchmark:
(i) a public statement or publication of information by or on behalf of the
administrator of such Benchmark (or the published component used in the calculation thereof)
announcing that such administrator has ceased or will cease to provide the one month term rate of
such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the
time of such statement or publication, there is no successor administrator that will continue to
provide any one month term rate of such Benchmark (or such component thereof);
(ii) a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published component used in the
calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an
insolvency official with jurisdiction over the administrator for such Benchmark (or such
component), a resolution authority with jurisdiction over the administrator for such Benchmark
(or such component) or a court or an entity with similar insolvency or resolution authority over the
administrator for such Benchmark (or such component), which states that the administrator of such
Benchmark (or such component) has ceased or will cease to provide the one month term rate of
such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the
time of such statement or publication, there is no successor administrator that will continue to
provide any one month term rate of such Benchmark (or such component thereof); or
(iii) a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published component used in the
calculation thereof) announcing that the one month term rate of such Benchmark (or such
component thereof) is no longer, or as of a specified future date will no longer be, representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have
occurred with respect to any Benchmark if a public statement or publication of information set
forth above has occurred with respect to each then-current one month term rate of such Benchmark
(or the published component used in the calculation thereof).
(i) “Benchmark Transition Start Date” means, with respect to any Benchmark, in the
case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement
Date and (ii) if such Benchmark Transition Event is a public statement or publication of
information of a prospective event, the 90th day prior to the expected date of such event as of such
public statement or publication of information (or if the expected date of such prospective event is
fewer than 90 days after such statement or publication, the date of such statement or publication).
(j) “Benchmark Unavailability Period” means, with respect to any then-current
Benchmark, the period (if any) (i) beginning at the time that a Benchmark Replacement Date with
respect to such Benchmark pursuant to clauses (a) or (b) of that definition has occurred if, at such
time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and
under any Note document and (ii) ending at the time that a Benchmark Replacement has replaced
such Benchmark for all purposes hereunder and under this ordinance.
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(k) “Business Day” means (i) any day other than Saturday, Sunday or any other day on
which commercial banks in Cleveland, Ohio or New York, New York are authorized or required
by law to close and (ii) with respect to any matters relating to calculation of the interest rate based
on SOFR, a SOFR Business Day shall be used in lieu of a Business Day.
(l) “Calculation Agent” means KeyBank National Association.
(m) “CBA” means CME Group Benchmark Administration Limited.
(n) “City” means the City of Camas, Washington, a municipal corporation duly
organized and existing under the laws of the State of Washington.
(o) “City Council” means the legislative authority of the City, as duly and regularly
constituted from time to time.
(p) “Code” means the United States Internal Revenue Code of 1986, as amended, and
applicable rules and regulations promulgated thereunder.
(q) “Commitment Fee” means an amount equal to the product of (i) the daily average
Unutilized Amount during any applicable period, and (ii) 35 basis points per annum.
(r) “Computation Date” means for the Term SOFR Rate, the second SOFR Business
Day immediately preceding each Term SOFR Index Reset Date. For the period beginning on the
Effective Date, to, but not including, the first Term SOFR Index Reset Date, the Computation Date
shall be one SOFR Business Day prior to the Effective Date.
(s) “Date of Delivery” means the date of the delivery of the Notes to the Purchaser.
(t) “Effective Date” means the Date of Delivery.
(u) “Finance Director” means the Finance Director (which may be interim or acting)
of the City, or such other officer of the City who may in the future perform the duties of that office,
if any.
(v) “Floor” means a rate of interest equal to 0.00%.
(w) “Maturity Date” is defined in Section 3, hereof.
(x) “Note Fund” means the Limited Tax General Obligation Bond Anticipation Note
Fund, 2026, of the City created for the payment of the principal of and interest on the Notes.
(y) “Note Register” means the registration records for each Note maintained by the
Note Registrar.
(z) “Note Registrar” means the City Finance Director, whose duties include registering
and authenticating the Notes, maintaining the Note Register, transferring ownership of the Notes,
and paying the principal of and interest on the Notes.
(aa) “Notes” means the Tax-Exempt Note and the Taxable Note.
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(bb) “Outstanding Principal Balance of the Note” means the aggregate of all funds that
the City has drawn from the Purchaser pursuant to a Note less the aggregate of all principal
payments on that Note made by the City.
(cc) “Proposal” means the term sheet or an offer to purchase the Notes, setting forth
certain terms and conditions of the issuance, sale and delivery of the Notes.
(dd) “Purchaser” means KeyBank National Association.
(ee) “Relevant Governmental Body” means the Federal Reserve Board or the Federal
Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve
Board or the Federal Reserve Bank of New York, or any successor thereto.
(ff) “Request for Draw” means an oral or written request by an Authorized Officer for
a draw from the line of credit authorized to be established by this ordinance.
(gg) “SOFR Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii)
a day on which the Securities Industry and Financial Markets Association recommends that the fixed
income departments of its members be closed for the entire day for purposes of trading in United
States government securities.
(hh) “Tax Certificate” means the tax certificate executed by the Finance Director
pertaining to the Tax-Exempt Note.
(ii) “Tax-Exempt Note” means the “City of Camas, Washington Limited Tax General
Obligation Bond Anticipation Note, 2026 (Tax-Exempt)” authorized by this ordinance.
(jj) “Tax-Exempt Rate” means the rate per annum determined by the Calculation Agent
on each Computation Date, equal to the product of (a)(i) the Term SOFR Rate, and (ii) 1.50% (150
basis points), multiplied by (b)(i) one minus (ii) the United States federal corporate tax rate. In the
event that the Term SOFR Rate or any other index that may be used to calculate interest due under
the terms of the Tax-Exempt Note is determined to be less than zero, such index shall be deemed to
be zero for purposes of the Tax-Exempt Note.
(kk) “Taxable Note” means the “City of Camas, Washington Limited Tax General
Obligation Bond Anticipation Note, 2026 (Taxable)” authorized by this ordinance.
(ll) “Taxable Rate” means the rate per annum determined by the Calculation Agent on
each Computation Date, equal to the sum of (a) the Term SOFR Rate, and (b) 1.20% (120 basis
points). In the event that the Term SOFR Rate or any other index that may be used to calculate
interest due under the terms of the Taxable Note is determined to be less than zero, such index shall
be deemed to be zero for purposes of the Taxable Note.
(mm) “Term SOFR” or “Term SOFR Rate” means, with respect to any Computation Date,
the forward-looking one month term rate based on the secured overnight financing rate (“SOFR”)
that is published by the Term SOFR Administrator (“One Month Term SOFR”) and displayed on
CME’s Market Data Platform (or other commercially available source providing such quotations
as may be selected by the Calculation Agent from time to time), at approximately 6:00 a.m. New
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York City time, on such Computation Date (and rounded to the nearest 1/16th of 1%); provided
that if by 5:00 pm (New York City time) on any Computation Date, One Month Term SOFR for
such day has not been published, then such One Month Term SOFR for such day will be such One
Month Term SOFR as published in respect of the first preceding SOFR Business Day for which
such rate was published; provided, further, that One Month Term SOFR determined pursuant to
this sentence shall be utilized for purposes of calculation of One Month Term SOFR for no more
than three consecutive SOFR Business Days.
(nn) “Term SOFR Administrator” means CBA (or a successor administrator of the
forward-looking secured overnight financing rate).
(oo) “Term SOFR Index Reset Date” means the first day of each month, beginning the
month following the Effective Date.
(pp) “Unutilized Amount” means, as of any date, an amount equal to the difference
between $7,000,000 and the combined Outstanding Principal Balance of the Notes.
Section 2. Findings and Determinations. The City takes note of the following facts
and makes the following findings and determinations:
(a) Authority and Description of Project. The City is in need of short-term financing
to be used for general City liquidity and capital expenditures of the City (collectively, the
“Projects”). The City Council therefore finds that it is in the best interests of the City to carry out
the Projects.
(b) Plan of Financing. The City is authorized to issue limited tax general obligation
bonds and, pending the issuance of those bonds, issue short term obligations in accordance with
the provisions of chapter 39.50 RCW for the purpose of providing a part of the funds to pay the
costs of financing the Projects. The total expected cost of the Projects is approximately
$7,000,000.
(c) Debt Capacity. The maximum amount of indebtedness authorized by this
ordinance is $7,000,000. Based on the following facts, this amount is to be issued 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 2026 is
$8,976,630,444.
(ii) As of September 1, 2026, the City had limited tax general obligation
indebtedness, consisting of bonds, notes and State loans leases outstanding in the principal amount
of $50,311,375, which is incurred within the limit of up to 1½% of the value of the taxable property
within the City permitted for general municipal purposes without a vote.
(iii) As of September 1, 2026, the City had unlimited tax general obligation
indebtedness for capital purposes only outstanding in the principal amount of $23,840,000 for
general municipal purposes. The indebtedness described in this paragraph has been incurred with
the approval of the requisite proportion of the City’s qualified voters at an election meeting the
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minimum turnout requirements, within the limit of up to 2½% of the value of the taxable property
within the City for general municipal purposes.
Section 3. Authorization of the Notes; Payment, Registration and Transfer. In order
to finance capital expenditures and general City liquidity needs, the City shall establish a revolving
line of credit in the principal amount of not to exceed $7,000,000 and issue and sell a tax-exempt
limited tax general obligation bond anticipation (the “Tax-Exempt Note”) and a taxable limited
tax general obligation bond anticipation note (the “Taxable Note,” and together with the Tax-
Exempt Note, the “Notes”) to evidence such line of credit. The Tax-Exempt Note shall be
designated the “City of Camas, Washington Limited Tax General Obligation Bond Anticipation
Note, 2026 (Tax-Exempt)” and the Taxable Note shall be designated the “City of Camas,
Washington Limited Tax General Obligation Bond Anticipation Note, 2026 (Taxable).” The
aggregate principal amount drawn under both Notes shall not exceed $7,000,000. The Notes shall
be dated the date of delivery to the Purchaser (the “Date of Delivery”).
Interest on the outstanding principal balance of the Notes, if any, shall be payable on the
first day of each month, commencing December 1, 2026. The Notes mature on, and all outstanding
principal and interest on the Notes must be paid by November 1, 2028 (the “Maturity Date”). The
Notes are a revolving line of credit, so that principal amounts previously advanced and repaid may
be drawn again; provided that the aggregate principal amount of all draws under the Tax-Exempt
Note and the Taxable Note that have not been repaid may at no time exceed $7,000,000. Each
draw pursuant to a Request for Draw for any portion of proceeds to be used for a permitted tax-
exempt purpose under the Code and satisfying the conditions set forth in Section 9 of this
ordinance regarding conditions for the initial tax-exempt draw, shall be taken on the Tax-Exempt
Note and bear interest at the Tax-Exempt Rate. Such Request for a Draw shall mark the Tax-
Exempt Note box on the draw form. Each draw pursuant to a Request for Draw for any portion of
proceeds that is not used for a permitted tax exempt-purpose under the Code shall be taken on the
Taxable Note and bear interest at the Taxable Rate. Such Request for a Draw shall mark the
Taxable Note box on the draw form. Interest on each draw shall accrue from the latter of (i) the
Draw Date set forth on the Request for a Draw and (ii) the date of actual funding of the draw by
Purchaser, until paid and such interest shall be computed on the principal amount outstanding on
each day and at the applicable interest rate for that day during the applicable interest period on the
basis of a 360-day year consisting of 12 30-day months. Interest payable on the Notes on each
interest payment date shall be the sum of interest accruing on all the outstanding draws during the
interest period.
Any Request for a Draw shall be in the form of Exhibit A attached hereto with the blanks
appropriately completed. Each Authorized Officer is hereby authorized to review and determine
whether the draw is for a permitted tax-exempt purpose (in which such draw will be taken on the
Tax-Exempt Note and bear interest at the Tax-Exempt Rate) or that it is not for a permitted tax-
exempt purpose (in which case such draw will be taken on the Taxable Note and bear interest at
the Taxable Rate).
Notwithstanding the foregoing, so long as an event of default (as defined in Section 12)
has occurred and is continuing hereunder, outstanding principal amounts may bear interest at a
default rate as outlined in Section 12 hereof.
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The Notes shall be issued in fully registered form. Both principal of and interest on the
Notes shall be payable in lawful money of the United States of America by check, warrant, wire
transfer or automatic clearinghouse funds. The Purchaser will give 10 days’ prior notice to the
City of the approximate amount (depending on changes in the interest rate, any draws and any
prepayments on the Notes occurring after the date of such notice) to be debited. Principal and
interest shall be an obligation only of the Note Fund. The City Finance Director shall act as Note
Registrar.
The Outstanding Principal Balance of the Note on any particular day shall be the aggregate
of all funds which the City has drawn from the date of the Tax-Exempt Note or the Taxable Note
to that day less the aggregate of all principal payments made by the City on or before that day on
that Note. Interest on a particular principal amount so advanced shall be determined from the date
of the advance of Note proceeds pursuant to a Request for Draw by the City.
A Request for Draw pursuant to the Notes may be made by an Authorized Officer in writing
at any time prior to the Maturity Date, so long as no event of default (as defined in Section 12) has
occurred and is continuing. Requests for Draw shall include requests by email or fax bearing a
facsimile signature of an Authorized Officer. The City hereby delegates to the Authorized Officers
authority to make a Request for Draw, and determining the tax status of the draw, which Note to
draw on and the corresponding interest rate, pursuant to this ordinance. Each Request for Draw
must be received by the Purchaser not later than 12:00 noon Cleveland, Ohio time (9:00 a.m.
Pacific time) one SOFR Business Day immediately prior to the requested date of the Draw (the
“Draw Date”). The obligation of the Purchaser to fund the Draw is subject to the satisfaction of
the following conditions precedent on the Draw Date: (1) the representations of the City agreed
to in this ordinance shall be true and correct in all material respects on and as of such Draw Date,
and shall be deemed to have been made on such Draw Date; (2) no event of default (as defined in
Section 12) shall have occurred and be continuing on such Draw Date; (3) after giving effect to
such draw, the aggregate principal amount of all draws on the Tax-Exempt Note and the Taxable
Note combined shall not exceed $7,000,000; and (4) the Purchaser shall have received an executed
Request for Draw as required under, and in strict conformity with this paragraph.
The Purchaser shall incur no liability to the City or to any other person in acting upon any
notice or other communication which the Purchaser believes in good faith to have been given by
an official or other person authorized to borrow on behalf of the City, or otherwise acting in good
faith in making advances pursuant to this ordinance.
The Tax-Exempt Note and the Taxable Note may only be assigned or transferred together
and in whole and only if endorsed in the manner provided thereon and surrendered to the Note
Registrar, subject to the Purchaser’s representations in a certificate to be provided on the Date of
Delivery. Any such transfer shall be without cost to the owner or transferee and shall be noted in
the Note Register. The Notes may only be assigned together by the Purchaser to another qualified
investor satisfying the requirements set forth in the certificate to be signed by the Purchaser on the
Date of Delivery.
The interest accruing on the Notes, which is denominated in dollars, may be determined by
reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform
or cessation. The Purchaser does not warrant or accept responsibility for, and shall not have any
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liability with respect to (a) the administration of, submission of, calculation of or any other matter
related to Term SOFR, any component definition thereof or rates referenced in the definition
thereof or any alternative, comparable or successor rate thereto (including any then-current
Benchmark or any Benchmark Replacement), including whether the composition or characteristics
of any such alternative, comparable or successor rate (including any Benchmark Replacement)
will be similar to, or produce the same value or economic equivalence of, or have the same volume
or liquidity as, Term SOFR or any other Benchmark, or (b) the effect, implementation or
composition of any Benchmark Replacement Conforming Changes.
Section 4. Temporary Inability to Determine Rates; Effect of Benchmark Replacement
Date.
(a) Temporary Inability to Determine Rates. If the Purchaser determines (which
determination shall be conclusive and binding absent manifest error) that Term SOFR cannot be
determined pursuant to the definition thereof or that Term SOFR does not adequately and fairly
reflect the cost to the Purchaser of funding the Notes, then the Purchaser will promptly so notify
the City. Upon notice thereof by the Purchaser to the City, any obligation of the Purchaser to make
or continue loans pursuant to draws shall be suspended until the Purchaser revokes such notice.
Upon receipt of such notice, (i) the City may revoke any pending request for draws or, failing that,
the City will be deemed to have converted any such request into a request for a draw based on the
Base Rate in the amount specified therein and (ii) for any outstanding draws the interest rate shall
be converted to the Base Rate at the end of the applicable Term SOFR Index Reset Rate.
(b) Benchmark Replacement. Notwithstanding anything to the contrary herein, upon
the occurrence of a Benchmark Transition Event, upon the consent of both parties, the Purchaser
and the City may replace the Term SOFR Rate with a Benchmark Replacement. Unless otherwise
agreed between the Purchaser and the City, no replacement of the Term SOFR Rate with a
Benchmark Replacement pursuant to this Section 4 will occur prior to the applicable Benchmark
Transition Start Date. Unless and until a Benchmark Replacement is effective in accordance with
this clause (b), all draws shall be converted to the Base Rate in accordance with the provisions of
clause (a) above.
(c) Benchmark Replacement Conforming Changes. In connection with the
implementation of a Benchmark Replacement, the City and Purchaser, upon the consent of the
other, will have the right to make Benchmark Replacement Conforming Changes from time to
time and, notwithstanding anything to the contrary herein or in the Notes, any amendments
implementing such Benchmark Replacement Conforming Changes will become effective without
any further action.
(d) Notices; Standards for Decisions and Determinations. The Purchaser will
promptly notify the City of (i) any occurrence of a Benchmark Transition Event, and, upon consent
of the City, its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii)
the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark
Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark
Unavailability Period. Any determination, decision or election that may be made by the Purchaser
pursuant to this Section 4, including any determination with respect to a tenor, rate or adjustment
or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take
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or refrain from taking any action, will be conclusive and binding absent manifest error and may be
made in its or their sole discretion and without consent from any other party hereto, except, in each
case, as expressly required pursuant to this section.
(e) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary
herein or in the Notes, at any time (including in connection with the implementation of a
Benchmark Replacement), (i) if any then-current Benchmark is a term rate (including Term SOFR)
and either (A) any tenor for such Benchmark is not displayed on a screen or other information
service that publishes such rate from time to time as selected by the Purchaser in its reasonable
discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided
a public statement or publication of information announcing that any tenor for such Benchmark is
or will be no longer representative, then the Purchaser may modify the Interest Period for any
Benchmark settings at or after such time to remove such unavailable or non-representative tenor,
upon notice to the City, and (ii) if a tenor that was removed pursuant to clause (i) above either (A)
is subsequently displayed on a screen or information service for a Benchmark (including a
Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or
will no longer be representative for a Benchmark (including a Benchmark Replacement), then the
Purchaser may modify the Interest Period for all Benchmark settings at or after such time to
reinstate such previously removed tenor, upon consent of the City.
(f) Benchmark Unavailability Period. Upon the City’s receipt of notice from the
Purchaser of the commencement of a Benchmark Unavailability Period, the Taxable Rate shall be
the Base Rate and the Tax-Exempt Rate shall be (a) Base Rate multiplied by (b)(i) one minus (ii) the
United States federal corporate tax rate (subject to clause (g), below).
(g) Opinion or Tax Gross-up Required. Upon the replacement of a Benchmark with a
Benchmark Replacement, or the Base Rate pursuant to subsections (a) and (f), above, with respect
to the draws under the Tax-Exempt Note at the Tax-Exempt Rate (the “Tax-Exempt Draws”), then,
either: (1) the City, at its own expense, will deliver to the Purchaser an opinion of bond counsel
reasonably acceptable to the Purchaser that the replacement of the existing Benchmark with
Benchmark Replacement (or replacement with the Base Rate) does not adversely affect the
exclusion from gross income of interest on the Tax-Exempt Draws from gross income of the owner
of the Tax-Exempt Note for federal income tax purposes; or (2) if no such opinion is delivered to
the Purchaser on the Benchmark Replacement Date (or effective date of the Base Rate), the interest
rate on such Tax-Exempt Draws shall be at the Taxable Rate then applicable and such Benchmark
Replacement or Base Rate, as applicable, shall not be multiplied by (i) one minus (ii) the United
States federal corporate tax rate.
Section 5. Form and Execution of the Notes.
(a) Form of the Notes; Signatures and Seal. Each Note shall be prepared in a form
consistent with the provisions of this ordinance and Washington law. The Notes 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 Note ceases to be an officer of the
City authorized to sign bonds before the Note bearing such officer’s manual or facsimile signature
is authenticated by the Note Registrar, or issued or delivered by the City, that Note nevertheless
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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. A Note also may be signed on behalf of the City by any person who, on the actual
date of signing of the Note, is an officer of the City authorized to sign bonds, although such officer
did not hold the required office on its Date of Delivery.
(b) Authentication. Only the Notes bearing a Certificate of Authentication in
substantially the following form, manually signed by the Note Registrar, shall be valid or
obligatory for any purpose or entitled to the benefits of this ordinance: “Certificate of
Authentication. This Note is the fully registered City of Camas, Washington, Limited Tax General
Obligation Bond Anticipation Note, 2026 [(Tax-Exempt)/(Taxable)].” The authorized signing of
a Certificate of Authentication shall be conclusive evidence that the Note so authenticated has been
duly executed, authenticated and delivered and is entitled to the benefits of this ordinance.
Section 6. Note Fund. A special fund or account of the City known as the “Limited
Tax General Obligation Bond Anticipation Note Fund, 2026” (the “Note Fund”) is hereby
authorized to be created and shall be drawn upon for the sole purpose of paying and securing the
payment of the Notes. The City hereby covenants and agrees to deposit in the Note Fund proceeds
of bonds, a refunding note, loans, taxes and/or grants, if any are received by the City for the Project,
in an amount sufficient to pay the principal of and interest on the Notes as the same becomes due.
Section 7. Prepayment. The City may prepay the Tax-Exempt Note and/or the Taxable
Note, in whole or in part, on any date, provided the City gives the Purchaser at least one Business
Day prior written notice, by paying the principal amount thereof to be prepaid together with
accrued interest to the date of prepayment on said principal amount. Each notice of prepayment
shall specify which Note is being prepaid, the date and amount of such prepayment. In the event
of a prepayment in part, the City shall provide written instruction as to which draw is being prepaid.
Interest on the portion of a Note prepaid shall cease to accrue interest on the date of
prepayment. In the event of prepayment in whole of a Note prior to the Maturity Date, that Note
shall be deemed to remain outstanding for subsequent Draws absent a written notice to the
Purchaser by the City that the prepaid Note is no longer outstanding and available for further draws
hereunder.
Section 8. Pledge of Taxes. The Notes constitute 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 Notes. For as long as the
Notes 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, to pay principal of and interest on the Notes as the same become due. The full
faith, credit and resources of the City are pledged irrevocably for the prompt payment of the
principal of and interest on the Notes and such pledge shall be enforceable in mandamus against
the City.
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Section 9. Tax Covenants.
(a) Tax Certificate. This covenant only applies to Tax-Exempt Note made for the
purpose of financing projects eligible for tax-exempt financing under the Code as provided in the
Tax Certificate. The City hereby covenants that it will not make any use of the proceeds of sale
of the Tax-Exempt Note or any other funds of the City which may be deemed to be proceeds of
the Tax-Exempt Note pursuant to Section 148 of the Code and the applicable regulations
thereunder which will cause the Tax-Exempt Note to be an “arbitrage bond” within the meaning
of such section and such regulations. The City will comply with the requirements of Section 148
of the Code (or any successor provision thereof applicable to the Tax-Exempt Note) and the
applicable regulations thereunder through the term of the Tax-Exempt Note. The City further
covenants that it will not take any action or permit any action to be taken that would cause the Tax-
Exempt Note to constitute a “private activity bond” under Section 141 of the Code.
(b) Post-Issuance Compliance. The Finance Director is authorized and directed to
review and revise, as needed, 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 Tax-Exempt Note from being included in
gross income for federal tax purposes.
(c) Requirements for First Draw on the Tax-Exempt Note and First Draw after
Prepayment of the Tax-Exempt Note in Full. As a condition to the first draw on the Tax-Exempt
Note and the first draw after prepayment of the Tax-Exempt Note in full, the City shall provide at
its expense the following:
(i) A supplemental Tax Certificate acceptable to bond counsel.
(ii) Form 8038-G signed by the City and filed by bond counsel, if required by
bond counsel.
Section 10. Sale of the Notes. The Purchaser has presented its Proposal, which written
offer is on file with the City and is incorporated herein by this reference. The City Council finds
that accepting the Proposal is in the City’s best interest and therefore accepts the same. The City
agrees to pay the (A) the Purchaser’s legal fees; and (B) a Commitment Fee, calculated
commencing on the Effective Date and payable quarterly in arrears on the first Business Day of
each calendar quarter, with the first payment being on January 1, 2027.
Section 11. Reporting Requirements. As long as the Notes are outstanding, the City
will provide the Purchaser its audited financial statements within 10 days of release by the State
Auditor’s Office, unless otherwise provided on the Electronic Municipal Market Access
(“EMMA”) website of the Municipal Securities Rulemaking Board. The City shall also provide
such other information relating to the ability of the City to satisfy its obligations under the Notes,
as may be reasonably requested from Purchaser from time to time.
Section 12. Default. If (A) there occurs any nonpayment of principal or interest due
under the Notes and such payment is not made within five days of its due date, (B) a failure by the
City to comply with any of its obligations, or to perform any of its duties, under this ordinance or
the Notes, which failure continues, and is not cured, for a period of more than 60 days after the
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Purchaser has made written demand on the City to cure such failure, (C) a material
misrepresentation by the City in this ordinance, the Notes or written materials provided to the
Purchaser by the City in connection with the Notes, or (D) any event of default under any other
general obligation debt or capital lease obligation with the Purchaser, an affiliate of the Purchaser
or any other third-party lender under which the City is an obligor (collectively, an “Event of
Default”), then the Purchaser at its option may increase the interest rate on the Notes by 4.00%
(400 basis points) above the current interest rate.
The Purchaser may waive any Event of Default, provided, however, that any such waiver
shall be in writing and signed by an authorized officer of the Purchaser, and no such waiver shall
extend to a subsequent Event of Default.
If either party incurs any expenses in connection with enforcing the rights under the Notes
and this ordinance, or if the Purchaser takes collection action under the Notes and this ordinance,
the losing party shall pay to the prevailing party, on demand, the prevailing party’s reasonable
costs and reasonable attorneys’ fees, whether at trial, on appeal or otherwise, including any
allocated costs of in-house counsel.
Section 13. Venue and Jurisdiction. The City and the Purchaser agree that any action
or suit arising out of or relating to the Notes shall be filed in the appropriate federal court or state
court located in Washington.
Section 14. Waiver of Jury Trial. To the extent permitted by Washington law, the City
(and the Purchaser by acceptance of the Notes) hereby irrevocably waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly
or indirectly arising out of or relating to the Notes or any other document executed in connection
therewith or the transactions contemplated hereby or thereby (whether based on contract, tort or
any other theory).
Section 15. General Authorization and Ratification. The Mayor (or Mayor Pro Tem),
City Administrator, Finance Director, City Clerk 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 carry out the transactions contemplated in connection with this
ordinance, and to do everything necessary for the prompt delivery of the Notes to the Purchaser
thereof and for the proper application, use and investment of the proceeds of the Bonds. All actions
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 16. 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.
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Section 17. 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 19th day of October, 2026.
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
Bond Counsel
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EXHIBIT A
FORM OF DRAW CERTIFICATE
City of Camas, Washington
Limited Tax General Obligation Bond Anticipation Note, 2026 (Tax-Exempt)
(the “Tax-Exempt Note”)
Tax-Exempt Request for Draw No. _____
Limited Tax General Obligation Bond Anticipation Note, 2026 (Taxable)
(the “Taxable Note”)
Taxable Request for Draw No. _____
KeyBank National Association
Suzette Simmons
Service Officer
4900 Tiedeman Road
Brooklyn, Ohio 44144
216-813-4812
Fax Number: 216-370-5997
Email: KAS_Servicing@keybank.com
The undersigned, of the City of Camas, Washington
(the “City”), under that Ordinance No. 26-007 (the “Ordinance”) hereby gives notice irrevocably,
pursuant to Section 3 of the Ordinance, of the Draw specified below. Capitalized terms used herein
have the meanings set forth in the Ordinance.
1. The SOFR Business Day of the proposed Draw is ___________, 20__ (the “Draw
Date”).
2. The proposed Draw shall be taken on the:
the Tax-Exempt Note, bearing interest at the Tax-Exempt Rate.
the Taxable Note, bearing interest at the Taxable Rate.
3. The principal amount of the proposed Draw is $______________.
$_________ to be taken on the Tax-Exempt Note. If this is the first tax-
exempt draw, or the first tax-exempt draw after prepayment of all
outstanding tax-exempt draws, then item required under Section 9(c) of the
Ordinance must be provided.
$_________ to be taken on the Taxable Note.
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4. Wire transfer to:
Bank Name: ___________________
ABA Routing No. ___________________________
Credit to: ____________________________
Account No.: _________________
Notify: ______________ [person contact]
(___) ___-____
Reference: City of Camas
5. The undersigned, hereby certifies that the following statements are true on the date
hereof, and will be true on the Draw Date, before and after giving effect thereto.
(a) I am an Authorized Officer of the City, authorized by the Ordinance to
request this Draw under the Note and to make the representations on behalf the City set
forth herein;
(b) the representations of the City set forth the Ordinance (including those
incorporated by reference) are true and correct in all material respects on and as of the date
hereof, and shall be deemed to have been made on the date hereof;
(c) no Event of Default has occurred and is continuing on the date hereof, or
would result from the proposed Draw or from the application of the proceeds thereof;
(d) the proposed Draw will be expended for purposes authorized by the
Ordinance;
(e) the proposed Draw will not violate any order, judgment or decree of any
court or authority of competent jurisdiction entered against the City or any provision of
law as then in effect as it affects the City;
(f) except as previously disclosed to the Purchaser, there is no action, suit,
proceeding or investigation at law or in equity before or by any court or governmental body
pending or, to the best of the knowledge of the City, threatened against the City that, in the
reasonable judgment of the City, would have a material and adverse effect on the ability of
the City to pay the amounts due under the Ordinance and the Note;
(g) after giving effect to the proposed Draw, the aggregate principal amount of
all Draws outstanding on the Tax-Exempt Note and the Taxable Note will not exceed
$7,000,000; and
(h) that the date designated in paragraph 1 above for disbursement is at least
one SOFR Business Day after the delivery of this request for draw.
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Dated as of ___________________, 20__.
CITY OF CAMAS, WASHINGTON
By: ______________________________________
Authorized Officer
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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. 26-007 (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 October 19, 2026, as that ordinance 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 October 29, 2026.
Dated: October 19, 2026.
CITY OF CAMAS, WASHINGTON
City Clerk
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