ORD 2490CITY OF CAMAS, WASHINGTON
WATER AND SEWER REVENUE BONDS, 2007
ORDINANCE NO. 2490
DDRIGINAL
AN ORDINANCE of the City of Camas, Washington, authorizing the
is suance and sale of $5,520,000 principal amount of water and
sewer revenue bonds to obtain funds for capital improvements to
the City's water and sewerage system, providing the form, terms
and covenants of the Bonds, and providing for the refunding of the
1996 Bonds.
Passed: August 20, 2007
PREPARED BY:
K&L PRESTON GA TES ELLIS LLP
Seattle, Washington
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
Section 1.1 Definitions ............................................................................................................. 2
ARTICLE Il PLAN OF IMPROVEMENTS; FINDINGS AND DETERMINATIONS;
REFUNDING OF 1996 BONDS
Section 2.1 Plan of Improvements ........................................................................................... 8
Section 2.2 Parity Conditions .................................................................................................. 9
Section 2.3 Refunding of 1996 Bonds ................................................................................... 10
Section 3.1
Section 3.2
Section 3.3
Section 3.4
Section 3.5
Section 4.1
Section 4.2
Section 4.3
Section 4.4
Section 4.5
Section 4.6
Section 5.1
Section 5.2
Section 5.3
ARTICLE ill AUTHORIZATION AND ISSUANCE OF BONDS
Authorization of Bonds ....................................................................................... 12
Registration, Exchange and Payments ................................................................ 13
Redemption ......................................................................................................... 18
Execution of Bonds ............................................................................................. 20
Lost or Destroyed Bonds ..................................................................................... 21
ARTICLE N CREATION OF FUNDS AND ACCOUNTS
Construction Fund ............................................................................................... 21
Revenue Fund ..................................................................................................... 22
Bond Fund ........................................................................................................... 22
Reserve Account ................................................................................................. 23
Rate Stabilization Account ................................................................................. 24
Adequacy of Revenue ......................................................................................... 25
ARTICLE V COVENANTS
Pledge; Lien Position of Bon downers ................................................................. 25
General Covenants .............................................................................................. 26
Tax Covenants .................................................................................................... 31
ARTICLE VI FORM OF BOND
Section 6.1 Bond Form .......................................................................................................... 32
ARTICLE Vil SUPPLEMENTAL ORDINANCES
Section 7.1 Supplemental Ordinances Without Consent of Bond Owners ............................ 35
Section 7.2 Supplemental Ordinance With Consent ofBond Owners .................................. 36
Section 7.3 Effect of Supplemental Ordinance ...................................................................... 36
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ARTICLE vm BOND INSURANCE
Section 8.1 Bond Insurance ................................................................................................... 37
ARTICLE IX ONGOING DISCLOSURE
Section 9.1 Undertaking to Provide Ongoing Disclosure ...................................................... 41
ARTICLE X SALE OF BONDS, APPROVAL OF OFFICIAL STATEMENT,
DEFEASANCE, INSURANCE MISCELLANEOUS
Section 10.1 Sale of the Bonds ................................................................................................ 45
Section 10.2 Official Statement; Use of Documents ............................................................... 46
Section 10.3 Defeasance .......................................................................................................... 46
Section 10.4 Severability ......................................................................................................... 47
Section 10.5 General Authorization ......................................................................................... 47
Section 10.6 Ratifications ........................................................................................................ 47
Section 10. 7 Effective Date ..................................................................................................... 4 7
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ORDINANCE NO. 2490
AN ORDINANCE of the City of Camas, Washington, authorizing the
issuance and sale of $5,520,000 principal amount of water and
sewer revenue bonds to obtain funds for capital improvements to
the City's water and sewerage system, providing the form, terms
and covenants of the Bonds, and providing for the refunding of the
1996 Bonds.
WHEREAS, the City of Camas, Washington (hereinafter the "City"), now owns,
maintains and operates a combined water and sewerage system; and
WHEREAS, it is in the best interest of the City to undertake improvements to the City's
water and sewerage system; and
WHEREAS, pursuant to Ordinance No. 2056 of the City adopted January 22, 1996, the
City issued its revenue bonds under date of February 1, 1996 (the "1996 Bonds"), currently
outstanding in the aggregate principal amount of $60,000; and
WHEREAS, after due consideration, it appears to the Council that the outstanding
1996 Bonds may be fully paid and redeemed with available funds of the System; and
WHEREAS, pursuant to Ordinance No. 2181 of the City adopted October 12, 1998, the
City issued its revenue bonds under date of October 15, 1998 (the "1998 Bonds"), currently
outstanding in the aggregate principal amount of $3,385,000, and provided in Section 6.2(E) of
such ordinance that additional revenue bonds of the City could be issued on a parity with said
1998 Bonds if certain conditions were met; and
WHEREAS, in order to finance capital improvements to the System, it is hereby found
necessary and advisable that the City issue its water and sewer revenue and bonds (the "Bonds'')
with a lien on the revenues of the System on a parity with the lien of the 1998 Bonds; and
WHEREAS, the Council has received an offer from Seattle-Northwest Securities
Corporation to purchase the Bonds and finds that it is in the best interests of the City that such offer
be accepted;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Camas,
Washington, as follows:
Section I.I
following meanings:
ARTICLE I
DEFINITIONS
Definitions. As used in this ordinance, the following words shall have the
"Annual Debt Service" means the amount required to be paid in any calendar year for
(1) interest on all Parity Bonds then outstanding, excluding interest paid from proceeds of such
bonds; and (2) principal of all Parity Bonds then outstanding but excluding any Parity Bonds, if
any, for which a sinking fund account has been established; and (3) payments into any sinking
fund account for the amortization of Parity Bonds. When the Outstanding Parity Bonds are no
longer outstanding, if the interest rate on any such bonds is other than a fixed rate, the rate
applicable at the time of computation shall be used.
"Assessment Income" means the principal of and interest on assessments levied in UL!Ds
and pledged to be paid into the Bond Fund. Assessment Income shall be allocated to the years in
which it would be received if the unpaid balance of each assessment roll were paid in the
remaining number of installments with interest on the declining balance at the times and at the
rate provided in the ordinance confirming the assessment roll.
"Assessments" means all assessments levied in any ULID of the City created for the
acquisition or construction of additions and improvements to and extensions of the System, if
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such assessments are pledged to be paid into the Bond Fund. "Assessments" include any
installments of Assessments and any interest or penalties which may be due thereon.
"Average Annual Debt Service" means as of the date of calculation the average amount
of Annual Debt Service required to be paid in any calendar year thereafter for the then
outstanding Parity Bonds.
"Bond Fund" means the special "Water-Sewer Revenue Bond Fund" created by Section 5
of Ordinance No. 1036 to pay and secure the payment of the principal of and interest on the
Parity Bonds.
"Bond Insurance Policy" means the municipal bond insurance policy issued by the Insurer
insuring the payment when due of the principal of and interest on the Bonds as provided therein.
"Bond Register" means the books or records maintained by the Bond Registrar for the
purpose of registration of the Bonds.
"Bond Registrar" or "Registrar" means the fiscal agency of the State of Washington in
New York, New York, whose duties include registering and authenticating the Bonds,
maintaining the Bond Register, transferring ownership of the Bonds, and paying the principal of
and interest on the Bonds.
"Bonds" means the $5,520,000 aggregate principal amount of City of Camas,
Washington, Water and Sewer Revenue Bonds, 2007, authorized to be issued pursuant to this
ordinance.
"City'' means the City of Camas, Washington, a municipal corporation organized and
existing as a city under and by virtue of the laws of the State of Washington.
"Code" means the federal Internal Revenue Code of 1986, as amended, and applicable
regulations thereunder.
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"Construction Fund" means the Water-Sewer Construction Fund created by Section 4.1
of this ordinance.
"Council" means the general legislative body of the City as the same shall be duly
constituted from time to time.
"Coverage Requirement" means (a) for any period during which Assessments may be
paid without becoming delinquent, the sum of (i) the product of the Average Annual Debt
Service on all Parity Bonds then outstanding times a fraction, the numerator of which is the
aggregate principal amount of nondelinquent Assessments which remain to be paid into the Bond
Fund plus the principal amount of Assessments previously paid into and then on hand in the
Bond Fund, and the denominator of which is the aggregate principal amount of Parity Bonds then
outstanding, plus (ii) 1.25 times the product of Average Annual Debt Service on all Parity Bonds
then outstanding times the difference of 1 minus the fraction calculated pursuant to (i) above; or
(b) for any other period, the product of 1.25 times the Average Annual Debt Service on the Parity
Bonds then outstanding.
"DTC" means The Depository Trust Company, New York, New York.
"Federal Tax Certificate" means the Federal Tax Certificate executed by the Finance
Director pertaining to certain federal tax matters and to the calculation and payment of any
Rebate Amount with respect to the Bonds.
"Finance Director" means the person designated as Finance Director by the City Council
from time to time.
"Fiscal Year" means the fiscal year used by the City at any time.
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"Government Obligations" means obligations which as to principal and interest constitute
direct obligations of, or are unconditionally guaranteed by, the United States as defined in
Ch. 39.53 RCW.
"Gross Revenue" means all of the rates, charges or other income and receipts in each case
derived by or on account of the City from the. operation or ownership of the System.
"Letter of Representation" means the Blanket Letter of Representations from the City to
DTC.
"Maximum Annual Debt Service" means as of the date of calculation the maximum
amount of Annual Debt Service required to be paid in any calendar year thereafter for the then
outstanding Parity Bonds.
"MSRB" means the Municipal Securities Rulemaking Board or any successor to its
functions.
"1996 Bonds" means the $1,870,000 aggregate principal amount of City of Camas,
Washington, Water and Sewer Revenue Refunding Bonds, 1996, issued pursuant to Ordinance
No. 2056 adopted on January 22, 1996.
"1998 Bonds" means the $4,370,000 aggregate principal amount of City of Camas,
Washington, Water and Sewer Revenue and Refunding Bonds, 1998, issued pursuant to
Ordinance No. 2181 adopted on October 12, 1998.
"NRMSIR" means a nationally recognized municipal securities information repository.
"Operation and Maintenance Costs" means all necessary costs to the City of operating
and maintaining the System, including but not limited to the City's administrative and general
expenses (which expenses may include pro rata budget charges for city departments when such
charges represent a reasonable distribution and share of actual cost), costs of insurance (including
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reasonable contributions for self-insurance reserves), consulting technical services, excise taxes,
and repairs and replacements (only to the extent not properly classifiable as capital costs), but
excluding depreciation (or reserves therefor), amortization of intangibles or other bookkeeping
entries of a similar nature, capital costs of additions, betterments, extensions or replacements of
all or any portion of the System, or debt service or transfers from money of the System to other
funds of the City as taxes or payments in lieu of taxes.
"Outstanding Parity Bonds" means the outstanding 1998 Bonds.
"Parity Bonds" means the Outstanding Parity Bonds, the Bonds and obligations hereafter
issued on a parity with the payments required to be made out of the Revenue Fund to pay and
secure the payment of the principal of and interest on the Parity Bonds and the Bonds.
"Project" means the plan or system of additions to an.cl betterments and extensions of the
System described in Section 2.1 of this ordinance.
"Qualified Letter of Credit" means any irrevocable letter of credit issued by a financial
institution for the account of the City on behalf of the owners of any Parity Bonds, which
institution maintains an office, agency or branch in the United States and as of the time of
issuance of such letter of credit, is currently rated in the highest rating category by Moody's
Investors Service, Inc. and Standard & Poor's Ratings Services, a Division of The McGraw-Hill
Companies, Inc. or their comparably recognized business successors.
"Qualified Insurance" means any noncancelable municipal bond insurance policy or
surety bond issued by any insurance company licensed to conduct an insurance business in any
state of the United States (or by a service corporation acting on behalf of one or more such
insurance companies), which insurance company or companies, as of the time of issuance of such
policy or surety bond, are currently rated in the highest rating category by Moody's Investors
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Service, Inc. and Standard & Poor's Rating Service, a Division of The McGraw-Hill Companies,
Inc., or their comparably recognized business successors.
"Rate Stabilization Account" means the account of that name authorized to be created
within the Revenue Fund pursuant to Section 4.5 of this ordinance.
"Registered Owner" means the person in whose name a Bond is registered on the Bond
Register. For so long as the City utilizes the book-entry system for the Bonds, DTC shall be
deemed to be the Registered Owner.
"Reserve Account" means that account m the Bond Fund created by Section 6 of
Ordinance No. 1036 of the City.
"Reserve Account Requirement" means with respect to any Parity Bonds, an amount
equal to the lesser of (a) 125% of Average Annual Debt Service on such bonds, (b) 10% of the
net proceeds of such series of bonds, and (c) Maximum Annual Debt Service.
"Revenue Fund" means the special "Water and Sewer Revenue Fund" of the City created
by Section 4 of Ordinance No. 781. The City by such ordinance has pledged that the Gross
Revenue of the System shall be paid into the Revenue Fund as collected.
"Rule" means the SEC's Rule 15c2-12 under the Securities and Exchange Act of 1934, as
the same may be amended from time to time.
"SEC" means the Securities and Exchange Commission.
"SID" means a state information depository for the State of Washington, if one is. created.
"System" means the existing water supply and distribution system and sanitary sewage
collection and disposal system of the City as the same has heretofore been combined and as the
same shall be added to, improved and extended for as long as any of the Parity Bonds are
outstanding.
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"ULID" means a utility local improvement district in which Assessments have been or
will be levied for improvements financed in whole or in part from proceeds of any Parity Bonds.
"Underwriter" means Seattle-Nmihwest Securities Corporation.
ARTICLE II
PLAN OF IMPROVEMENTS; FINDINGS AND DETERMINATIONS;
REFUNDING OF 1996 BONDS
Section 2.1 Plan of Improvements. The City hereby specifies and adopts a system or
plan of additions to and betterments and extensions of the System, consisting of the following
capital improvements (collectively, the "Project): the construction of a river pedestrian bridge
with a 24-inch water transmission line; (ii) construction of a well to include pumps, piping and
water treatment facility; and (iii) other miscellaneous projects, including water transmission
lines, sewer lines and a sewer pump station, and any other capital improvements to the System
approved by the Council. The Cir; hereby adopts the Project as a plan and system. The Project
will be undertaken in accordance with specifications and contracts for acquisition and
construction approved by the Council from time to time. The Project shall be subject to such
changes as to details as may be authorized by the Council. The City may proceed with the
construction and installation of the Project as herein authorized, either alone or in conjunction
with the construction of other facilities of the System, and in whole, or in successive parts from
time to time as may be found advisable. The estimated cost of the capital improvements to the
System during the period of 2008-2010 is approximately $24,000,000, of which approximately
$5,000,000 will be financed out of Bond proceeds.
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Section 2.2 Parity Conditions. The City Council hereby finds and determines as
follows:
First, that the Bonds will be issued for the purpose of acquiring, constructing and
installing additions to and betterments and extensions of, acquiring necessary equipment for, or
making necessary repairs or capital improvements to or replacements of equipment of the
System.
Second, that at the time of adoption of this ordinance and at the time of the issuance of
the Bonds there is not nor will there be any deficiency in the Bond Fund or the Reserve Account.
Third, that this ordinance contains the provisions and covenants required by
Section 6.2(E) of Ordinance No. 2181 regarding the payment or payments to be made into the
Bond Fund and Reserve Account, regarding the establishment, maintenance and collection of
rates and charges for water and sanitary sewage collection and disposal service by the City and
regarding the certificate from an independent licensed professional engineer.
Fourth, that the City has been assured that the certificate of an independent professional
engineer licensed to practice in the State of Washington as required by Section 6.2(E) of
Ordinance No. 2181 for the issuance of Parity Bonds will be provided to the City at or prior to
the issuance of the Bonds.
All of the conditions of Ordinance No. 2181 thus have been met and fully complied with,
and the City hereby finds that the Bonds may now be issued on a parity of lien with the
Outstanding Parity Bonds.
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Section 2.3 Refunding of 1996 Bonds.
(a) Defeasance and Refunding Plan. The City shall arrange for the transfer of
available funds for the purpose of providing for the payment of the principal of and interest on
and the redemption price of the 1996 Bonds on October 1, 2007 (the "Refunding Plan").
(b) Refunding Account. There is hereby authorized to be created in the Bond
Fund an account known as the "2007 Refunding Account", which account is to be drawn upon
for the sole purpose of paying the principal of and interest on the 1996 Bonds until their date of
redemption and of paying costs related to the refunding of the 1996 Bonds.
Money in the 2007 Refunding Account shall be used immediately upon receipt to defease
the 1996 Bonds as authorized by Ordinance No. 2056. The City shall defease the 1996 Bonds
and discharge such obligations by the use of money in the Refunding Account to purchase certain
Government Obligations (which obligations so purchased, are herein called "Acquired
Obligations"), bearing such interest and maturing as to principal and interest in such amounts and
at such times which, together with any necessary beginning cash balance, will provide for the
payment of:
(i) interest on the 1996 Bonds due and payable through and including
October l, 2007; and
(ii) the redemption price of the 1996 Bonds (100% of the principal
amount thereof) on October 1, 2007.
(c) Escrow Agent/Escrow Agreement. To carry out the defeasance and
refunding of the 1996 Bonds, the Finance Director is hereby authorized to appoint as escrow
agent a bank or trust company qualified by law to perform the duties described herein and to
enter into an escrow agreement (the "Escrow Agent"). A beginning cash balance, if any, and
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Acquired Obligations shall be deposited irrevocably with the Escrow Agent m an amount
sufficient to defease the 1996 Bonds.
( d) Implementation of Refunding Plan. The City hereby irrevocably sets aside
sufficient funds out of the purchase of Acquired Obligations to make the payments described in
subsection (b) of this section.
The City hereby irrevocably calls the 1996 Bonds for redemption on October 1, 2007 in
accordance with the provisions of Ordinance No. 2056, authorizing the redemption and
retirement of the 1996 Bonds prior to their fixed maturities. Said defeasance and call for
redemption of the 1996 Bonds shall be irrevocable after the final establishment of the escrow
account and delivery of the Acquired Obligations to the Escrow Agent.
The Escrow Agent is hereby authorized and directed to provide for the giving of notices
of the redemption of the 1996 Bonds in accordance with the applicable provisions of Ordinance
No. 2056.
The Escrow Agent is hereby authorized and directed to pay to the fiscal agency or
agencies of the State of Washington, sums sufficient to pay, when due, the payments specified in
subsection (b). All such sums shall be paid from the money and Acquired Obligations deposited
with the Escrow Agent pursuant to this ordinance, and the income therefrom and proceeds
thereof. All such sums so paid shall be credited to the Refunding Account. All money and
Acquired Obligations and any income therefrom shall be held, invested (but only at the direction
of the Finance Director) and applied in accordance with the provisions of this ordinance and with
the laws of the State of Washington for the benefit of the City and owners of the 1996 Bonds.
The City will take such actions as are found necessary to ensure that all proper fees,
compensation and expenses of the Escrow Agent for the 1996 Bonds shall be paid when due.
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Section 3.1
ARTICLE ID
AUTHORIZATION AND ISSUANCE OF BONDS
Authorization of Bonds. The City shall issue the Bonds in the aggregate
principal amount of $5,520,000 for the purposes of financing part of the costs of the Project,
funding the Reserve Account, and paying the expenses incidental to the issuance of the Bonds.
The Bonds shall be designated as the "City of Camas, Washington, Water and Sewer Revenue
Bonds, 2007," shall be dated the date of their delivery; shall be fully registered as to both
principal and interest, shall be in the denomination of $5,000 each or any integral multiple
thereof, provided that no Bond shall represent more than one maturity, and shall be numbered
separately in such manner and with any additional designation as the Bond. Registrar deems
necessary for identification.
The Bonds shall bear interest (computed on the basis of a 360-day year of twelve 30-day
months) from their date or from the most recent interest payment date to which interest has been
paid or duly provided for, whichever is later, payable on December l, 2007, and semiannually
thereafter on each succeeding June 1 and December l, to the maturity or earlier redemption of the
Bonds, at the rates, and shall mature on December 1 in the years and in the following amounts:
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Year Principal Interest
(December 1) Amount Rates
2007 $ 45,000 4.250%
2008 185,000 4.250
2009 195,000 4.250
2010 205,000 4.250
2011 210,000 4.250
2012 220,000 5.000
2013 230,000 5.000
2014 240,000 5.000
2015 255,000 5.000
2016 265,000 5.000
2017 280,000 5.000
2018 295,000 5.000
2019 310,000 4.500
2020 325,000 4.500
2023 1,055,000 4.300
2026 1,205,000 4.400
Section 3 .2 Registration, Exchange and Payments.
(a) Registrar/Bond Register. The City hereby adopts the system of
registration approved by the Washington State Finance Committee, which utilizes the fiscal
agency of the State of Washington in New York, New York, as registrar, authenticating agent,
paying agent and transfer agent (collectively, the "Bond Registrar"). The Bond Registrar shall
keep, or cause to be kept, at its principal corporate trust office, sufficient records for the
registration and transfer of the Bonds (the "Bond Register"), which shall be open to inspection by
the City. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver
Bonds transferred or exchanged in accordance with the provisions of such Bonds and this
ordinance and to carry out all of the Bond Registrar's powers and duties under this ordinance.
The Bond Registrar shall be responsible for its representations contained in the Certificate of
Authentication on the Bonds.
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(b) Registered Ownership. The City and the Bond Registrar may deem and
treat the Registered Owner of each Bond as the absolute owner for all purposes, and neither the
City nor the Bond Registrar shall be affected by any notice to the contrary other than proper
notice of assignment. Payment of any such Bond shall be made only as described in
Section 3.2(h) hereof, but such registration may be transferred as herein provided. All such
payments made as described in Section 3.2(h) shall be valid and shall satisfy the liability of the
City upon such Bond to the extent of the amount or amounts so paid.
(c) DTC Acceptance/Letter of Representations. The Bonds shall initially be
held in fully-immobilized form by DTC acting as depository. To induce DTC to accept the
Bonds as eligible for deposit at DTC, the City shall execute and deliver to DTC a Blanket Issuer
Letter of Representations (the "Letter of Representations").
Neither the City nor the Bond Registrar will have any responsibility or obligation to DTC
participants or the persons for whom they act as nominees with respect to the Bonds for the
accuracy of any records maintained by DTC or any DTC participant, the payment by DTC or any
DTC participant of any amount in respect of the principal of or interest on Bonds, any notice that
is permitted or required to be given to Registered Owners under this ordinance (except such
notices as shall be required to be given by the City to the Bond Registrar or to DTC), the
selection by DTC or any DTC participant of any person to receive payment in the event of a
partial redemption of the Bonds, or any consent given or other action taken by DTC as the
Registered Owner. For so long as any Bonds are held in fully-immobilized form hereunder, DTC
or its successor depository shall be deemed to be the Registered Owner for all purposes, and all
references in this ordinance to the Registered Owners shall mean DTC or its nominee and shall
not mean the owners of any beneficial interest in any Bonds.
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(d) Use ofDeposit01y.
(i) The Bonds shall be registered initially in the name of CEDE & Co:,
as nominee of DTC, with a single Bond for each maturity in a denomination equal to the total
principal amount of such maturity. Registered ownership of such immobilized Bonds, or any
portions thereof, may not thereafter be transferred except (A) to any successor of DTC or its
nominee, provided that any such successor shall be qualified under any applicable laws to
provide the service proposed to be provided by it; (B) to any substitute depository appointed by
the City pursuant to subsection (ii) below or such substitute depository's successor; or (C) to any
person as provided in subsection (iv) below.
(ii) Upon the resignation of DTC or its successor (or any substitute
depositoty or its successor) from its functions as depository or a determination by the City to
discontinue the system of book-entry transfers through DTC or its successor (or any substitute
depository or its successor), the City may appoint a substitute depository. Any such substitute
depository shall be qualified under any applicable laws to provide the services proposed to be
provided by it.
(iii) In the case of any transfer pursuant to clause (A) or (B) of
subsection (i) above, the Bond Registrar shall, upon receipt of all outstanding Bonds, together
with a written request on behalf of the City, issue a single new Bond for each maturity then
outstanding, registered in the name of such successor or substitute depository, or its nominee, all
as specified in such written request of the City.
(iv) In the event that (A) DTC or its successor (or substitute depository
or its successor) resigns from its functions as depository, and no substitute depository can be
obtained, or (B) the City determines that it is in the best interest of the beneficial owners of the
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Bonds that the Bonds be provided in certificated form, the ownership of such Bonds may then be
transferred to any person or entity as herein provided, and shall no longer be held in
fully-immobilized form. The City shall deliver a written request to the Bond Registrar, together
with a supply of definitive Bonds in certificated form, to issue Bonds in any authorized
denomination. Upon receipt by the Bond Registrar of all then outstanding Bonds, together with a
written request on behalf of the City to the Bond Registrar, new Bonds shall be issued in the
appropriate denominations and registered in the names of such persons as are provided in such
written request.
(e) Transfer or Exchange of Registered Ownership; Change in
Denominations. The registered ownership of any Bond may be transferred or exchanged, but no
transfer of any Bond shall be valid unless it is surrendered to the Bond Registrar with the
assignment form appearing on such Bond duly executed by the Registered Owner or such
Registered Owner's duly authorized agent in a manner satisfactory to the Bond Registrar. Upon
such surrender, the Bond Registrar shall cancel the surrendered Bond and shall authenticate and
deliver, without charge to the Registered Owner or transferee, a new Bond (or Bonds at the
option of the new Registered Owner) of the same date, maturity and interest rate and for the same
aggregate principal amount in any authorized denomination, naming as Registered Owner the
person or persons listed as the assignee on the assignment form appearing on the surrendered
Bond, in exchange for such surrendered and canceled Bond. Any Bond may be surrendered to
the Bond Registrar and exchanged, without charge, for an equal aggregate principal amount of
Bonds of the same date, maturity and interest rate, in any authorized denomination. The Bond
Registrar shall not be obligated to transfer or exchange any Bond during a period beginning at the
opening of business on the 15th day of the month next preceding any interest payment date and
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ending at the close of business on such interest payment date, or, in the case of any proposed
redemption of the Bonds, after the mailing of notice of the call of such Bonds for redemption.
(f) Bond Registrar's Ownership of Bonds. The Bond Registrar may become
the Registered Owner of any Bond with the same rights it would have if it were not the Bond
Registrar, and to the extent permitted by law, may act as depository for and permit any of its
officers or directors to act as member of, or in any other capacity with respect to, any committee
formed to protect the rights of the Registered Owners of the Bonds.
(g) Registration Covenant. The City covenants that, until all Bonds have been
surrendered and canceled, it will maintain a system for recording the ownership of each Bond
that complies with the provisions of Section 149 of the Code.
(h) Place and Medium of Payment. Both principal of and interest on the
Bonds shall be payable in lawful money of the United States of America. For so long as all
Bonds are in fully-immobilized form, payments of principal and interest shall be made as
provided in accordance with the operational arrangements of DTC referred to in the Letter of
Representations. In the event that the Bonds are no longer in fully-immobilized form, interest on
the Bonds shall be paid by check or draft mailed to the Registered Owners at the addresses for
such Registered Owners appearing on the Bond Register on the 15th day of the month preceding
the interest payment date, and principal of the Bonds shall be payable npon presentation and
surrender of snch Bonds by the Registered Owners at the principal office of the Bond Registrar;
provided, however, that if so requested in writing by the Registered Owner of at least $1,000,000
principal amount of Bonds, interest will be paid by wire transfer on the date due to an account
with a bank located within the United States.
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Section 3.3 Redemption.
(a) Optional Redemption. The City reserves the right to redeem the Bonds
maturing on and after December l, 2018, in whole or in part on any date on or after December 1,
2017, at par, plus accrued interest to the date ofredemption. If less than a whole of a maturity is
called for redemption, the Bonds to be redeemed shall be chosen randomly in integral multiples
of $5,000 by the Bond Registrar or, so long as the Bonds are registered in the name of
CEDE & Co. or its registered assign, by DTC.
(b) Mandatory Redemption. The Bonds maturing on December 1, 2023
(which shall be deemed to be Term Bonds), shall be redeemed prior to maturity randomly (or
paid at maturity), not later than December 1 in the years as shown below (to the extent such
Bonds have not been previously redeemed or purchased) and in the principal amounts set forth
below, without premium, together with the interest accrued to the date fixed for redemption.
* Final Maturity
Year
2021
2022
2023*
Term Bonds
Amount
$ 340,000
350,000
365,000
The Bonds maturing on December 1, 2026 (which shall be deemed to be Term Bonds),
shall be redeemed prior to maturity randomly (or paid at maturity), not later than December I in
the years as shown below (to the extent such Bonds have not been previously redeemed or
purchased) and in the principal amounts set forth below, without premium, together with the
interest accrued to the date fixed for redemption.
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* Final Maturity
Year
2024
2025
2026*
Term Bonds
Amount
$ 385,000
400,000
420,000
( c) Partial Redemption. If less than all of the principal amount of any Bond is
redeemed, upon surrender of such Bond at the principal office of the Bond Registrar, there shall
be issued to the Registered Owner, without charge, for the then unredeemed balance of the
principal amount, a new Bond or Bonds, at the option of the Registered Owner, of like maturity
and interest rate in any authorized denomination.
(d) Notice of Redemption. Written notice of any redemption of Bonds shall be
given by the Bond Registrar on behalf of the City by first class mail, postage prepaid, not less
than 30 days nor more than 60 days before the redemption date to the Registered Owners of
Bonds that are to be redeemed at their last addresses shown on the Bond Register. So long as the
Bonds are in book-entry form, notice of redemption shall be given as provided in the Letter of
Representations. The Bond Registrar shall provide additional notice of redemption (at least
30 days) to each NRMSIR and SID, if any, in accordance with Section 9 .1.
The requirements of this section shall be deemed complied with when notice is mailed,
whether or not it is actually received by the owner.
Each notice of redemption shall contain the following information: (1) the redemption
date, (2) the redemption price, (3) if less than all outstanding Bonds are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts) of the Bonds to be
redeemed, ( 4) that on the redemption date the redemption price will become due and payable
upon each Bond or portion called for redemption, and that interest shall cease to accrue from the
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redemption date, (5) that the Bonds are to be snrrendered for payment at the principal office of
the Bond Registrar, (6) the CUSIP numbers of all Bonds being redeemed, (7) the dated date of
the Bonds, (8) the rate of interest for each Bond being redeemed, (9) the date of the notice, and
(10) any other information needed to identify the Bonds being redeemed.
Upon the payment of the redemption price of Bonds being redeemed, each check or other
transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and
maturity, the Bonds being redeemed with the proceeds of such check or other transfer.
(e) Effect of Redemption. Unless the City has revoked a notice of redemption,
the City shall transfer to the Bond Registrar amounts that, in addition to other money, if any, held
by the Bond Registrar, will be sufficient to redeem, on the redemption date, all the Bonds to be
redeemed. From the redemption date interest on each Bond to be redeemed shall cease to accrne.
(f) Amendment of Notice Provisions. The foregoing notice provisions of this
section, including but not limited to the information to be included in redemption notices and the
persons designated to receive notices, may be amended by additions, deletions and changes in
order to maintain compliance with duly promulgated regulations and recommendations regarding
notices ofredemption of municipal securities.
(g) Purchase on Open Market. The City reserves the right to purchase any of
the Bonds offered to the City at any price deemed reasonable by the City at any time.
Section 3.4 Execution of Bonds. The Bonds shall be executed on behalf of the Cit;
with the manual or facsimile signature of the Mayor of the City and attested with the manual c
facsimile signature of the Finance Director/City Clerk thereof; and the seal of the City shall l
impressed or imprinted on each of the Bonds. Jn case any of the officers who shall have signi
attested or registered any of the Bonds shall cease to be such officer before such Bonds have b<
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actually issued and delivered, such Bonds shall be valid nevertheless and may be issued by the
City with the same effect as though the persons who had signed, attested or registered such
Bonds had not ceased to be such officers.
Only such Bonds as shall bear thereon a Certificate of Authentication in the form set forth
in Section 6.1 of this ordinance, manually executed by the Bond Registrar, shall be valid or
obligato1y for any purpose or entitled to the benefits of this ordinance. Such Certificate of
Authentication shall be conclusive evidence that the Bonds so authenticated have been duly
executed, authenticated and delivered hereunder and are entitled to the benefits of this ordinance.
Section 3.5 Lost or Destroyed Bonds. In case any of the Bonds shall be lost, stolen or
destroyed, the Bond Registrar may authenticaty and deliver a new bond or bonds of like amount,
date, tenor and effect to the Registered Owner or nominee thereof upon payment to the City for
the expenses and charges in connection . therewith and upon his or her filing with the Bond
Registrar evidence satisfactory to said Bond Registrar that such Bond or Bonds were actually
lost, stolen or destroyed and of his ownership thereof, and upon furnishing the City with
indemnity satisfactory to them both.
ARTICLEN
CREATION OF FUNDS AND ACCOUNTS
Section 4.1 Construction Fund. There is hereby authorized to be created a "Water-
Sewer Construction Fund" (the "Construction Fund") for the purpose of paying the costs of
additions to, betterments and extensions of the System. The proceeds of sale of the Bonds,
except for the amount deposited into the Reserve Account pursuant to Section 4.4, shall be paid
into the Construction Fund.
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The money in the Construction Fund shall be used for the sole purpose of paying the costs
of the Project and all of the expenses incidental thereto, including expenses incidental to the
issuance of the Bonds. The money in the Construction Fund not immediately needed for the
Project may be invested in such obligations as may be permitted cities of the State of Washington
by law. All interest earned and/or income derived by virtue of any such investments shall remain
in the Construction Fund and be used for the purpose for which said Construction Fund is
created.
Any money remaining in the Construction Fund after all of costs of the Project have been
paid shall be transferred to the Bond Fund and/or the Reserve Account.
Section 4.2 Revenue Fund. There has heretofore been created by Section 4 of
Ordinance No. 781 of the City a special fund of the City known as the "Water and Sewer
Revenue Fund" ("Revenue Fund"), into which fund the City has obligated and bound itself to pay
all of the Gross Revenue of the System as collected. The money in the Revenue Fund shall be
kept segregated from any and all other money of the City.
All Operation and Maintenance Costs, all payments required to be made into the Bond
Fund and Reserve Account and all payments which may be required later to be made into any
other fund or account of the City or for any other proper purpose in connection with the operation
and ownership of the System shall be paid out of the Revenue Fund.
Section 4.3 Bond Fund. There has heretofore been created by Section 5 of Ordinance
No. 1036 of the City another special fund of the City known as the "Water-Sewer Revenue Bond
Fund" (the "Bond Fund"), which fund shall be drawn upon for the sole purpose of paying the
principal of, premium if any, and interest on the Parity Bonds.
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The City hereby covenants to set aside and pay into the Bond Fund out of the Revenue
Fund the amounts necessary, together with Assessment Income and such other funds as are on
hand and available in the Bond Fund, to pay the principal of and interest·on the Parity Bonds as
the same respectively become due and payable.
Section 4.4 Reserve Account. A Reserve Account has heretofore been created in the
Bond Fund by Parity Ordinance No. 1036 for the purpose of securing the payment of the
principal of and interest on all Parity Bonds.
At closing, the City shall deposit into the Reserve Account Bond proceeds in an amount
so that there will be on deposit in the Reserve Account a total amount at least equal to the
Reserve Account Requirement.
The City will at all times maintain the Reserve Account Requirement in the Reserve
Account until there is a sufficient amount in the Bond Fund and Reserve Account to pay the
principal of, premium if any and interest on all outstanding Parity Bonds, at which time the
money in the Reserve Account may be used to pay such principal, premium, if any, and interest.
In the event the Bonds are ever refunded, the money set aside in the Reserve Account to
secure the payment of the Bonds may be used to retire Bonds, may remain in the Reserve
Account, or may be transferred to any other reserve account which may be created to secure the
payment of the bonds issued to refund the Bonds.
In the event the money in the Bond Fund over and above the amount therein set aside and
credited to the Reserve Account is insufficient to meet maturing installments of either principal
of or interest on any outstanding Parity Bonds, such deficiency shall be made up from the
Reserve Account by the withdrawal of money therefrom. Any deficiency created in the Reserve
Account by reason of any such withdrawal shall then be made up from money in the Revenue
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Fund or from Assessment Income first available after making necessary prov1s10n for the
payments required to be made into the Bond Fund.
All money in the Reserve Account or Bond Fund may be kept in cash or invested in such
obligations as may now or hereafter be permitted cities and towns of the State of Washington by
law and maturing not later than the last maturity of any Parity Bonds. Interest earned on or any
profits made from the sale of any such investments shall be deposited in and become a part of the
Bond Fund or Revenue Fund and shall be considered revenue of the System.
Any ordinance providing for the issuance of Parity Bonds may provide (or the City may
provide by ordinance at any other time) for the City to obtain Qualified Insurance or a Qualified
Letter of Credit for specific amounts required pursuant to this section to be paid out of the
Reserve Account. The face amount of any such Qualified Insurance or Qualified Letter of Credit
shall be credited against the amounts required to be maintained in the Reserve Account by this
section to the extent that such payments and credits to be made are insured by an insurance
company, or guaranteed by a letter of credit from a financial institution. Such Qualified Letter of
Credit or Qualified Insurance shall not be cancelable on less than five years' notice. In the event
of any cancellation, the Reserve Account shall be funded in accordance with the provisions of
this section providing for payment to the Reserve Account in the event of a deficiency therein.
Section 4.5 Rate Stabilization Account. A special account of the City to be
designated the "Water and Sewer Rate Stabilization Account" (the "Rate Stabilization Account")
may be created within the Revenue Fund, at the discretion of the Finance Director, to cope with
future increases in revenue requirements of the System. The City may from time to time
appropriate or budget amounts in the Revenue Fund for deposit in the Rate Stabilization Account
and may from time to time withdraw amounts therefrom to prevent or mitigate water and sewer
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rate increases or for other lawful purposes of the City related to the System. Once the
Outstanding Parity Bonds are no longer outstanding, amounts withdrawn from the Rate
Stabilization Account shall increase Gross Revenue for the period for which they are withdrawn,
and amounts deposited in the Rate Stabilization Account shall reduce Gross Revenue for the
period for which they are deposited. Once the Outstanding Parity Bonds are no longer
outstanding, credits to or from the Rate Stabilization Account that occur within 90 days after the
end of a fiscal year may be treated as occurring within such fiscal year. Earnings on the Rate
Stabilization Account shall be credited to the Revenue Fund.
Section 4.6 Adequacy of Revenue. The City Council hereby declares that, in fixing
the amounts to be paid into the Bond Fund and the Reserve Account as provided above, it has
exercised due regard for the necessary Operation and Maintenance Costs of the System and the
amounts necessary to pay the principal of and interest on the Outstanding Parity Bonds, and has
not obligated the City to set aside and pay into the Bond Fund and Reserve Account a greater
amount of revenue of the System and Assessment Income than in its judgment will be available
over and above such Operation and Maintenance Costs and the amounts necessary to pay such
principal and interest.
Section 5.1
ARTICLEV
COVENANTS
Pledge; Lien Position of Bondowners. The net revenue of the System,
Assessment Income, and money in the Bond Fund are hereby pledged to the repayment of the
Parity Bonds. The amounts so pledged to be paid by this ordinance out of the net revenue of the
System and Assessment Income into the Bond Fund are hereby declared to be a prior lien and
charge upon the Gross Revenue of the System superior to all other charges of any kind or natnre
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except for the Operation and Maintenance Costs of the System, except that amounts so pledged
are equal in rank to the lien and charge thereon heretofore made to pay and secure the payment of
the principal of and interest on the Outstanding Parity Bonds and which may hereafter be made to
pay and secure the payment of the principal of and interest on any future Parity Bonds.
Section 5.2 General Covenants. The City hereby covenants and agrees with the owner
and holder of each of the Bonds for so long as the same remain outstanding as follows:
A. The City covenants that it will establish, maintain and collect rates and
charges for water and sanitary sewage collection and disposal service in an amount to provide net
revenue together with Assessment Income in amounts necessary to at least equal the Coverage
Requirement. When the Outstanding Parity Bonds are no longer outstanding, for the purpose of
meeting the requirement of this paragraph there may be added to net revenue for any calendar
year any amount withdrawn from the Rate Stabilization Account and credited to Gross Revenue
as provided in Section 4.5 of this ordinance. There shall be subtracted from net revenue for any
calendar year any amounts in such year withdrawn from the Revenue Fund and deposited into the
Rate Stabilization Account in such calendar year.
When the Outstanding Parity Bonds are no longer outstanding, the failure to collect Gross
Revenue in any fiscal year sufficient to comply with the covenant contained in this subsection
shall not constitute an event of default ifthe City, before the 901h day of the following fiscal year,
both (1) employs a professional utility consultant to recommend changes in the City's rates
which are estimated to produce Gross Revenue sufficient (once the rates recommended by the
professional utility consultant have been imposed by the City) to meet the requirements of this
subsection; and (2) imposes rates at least as high as those recommended by such professional
utility consultant at the time or times so recommended.
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B. The City shall determine by March 1 of each year all Assessments which
have become delinquent during the preceding calendar year and bring the necessary actions of
foreclosure upon the property against which such Assessments were levied by June 1 of such
year or, if later, the earliest date permitted by law. The City shall promptly take action to enforce
the payment of delinquent service charges by such means as are legally available.
C. It will at all times maintain and keep said System in good repair, working
order and condition and will also at all times operate the same and the business in connection
therewith in an efficient marmer and at a reasonable cost.
D. It will not sell or otherwise dispose of any of the properties of the System
(unless such properties are no longer useful for the operation of such System), unless provision is
made for payment into the Bond Fund of a sum sufficient, together with other money available
therefor, to pay the principal of and interest on all of the outstanding Parity Bonds in accordance
with their terms. Once the Outstanding Parity Bonds are no longer outstanding, the City will not
sell or otherwise dispose of the System in its entirety unless simultaneously with such sale or
disposition provision is made for payment into the Bond Fund of cash or Government
Obligations (as now or hereafter defined in RCW 39.53) sufficient to pay the principal of and
interest on all then outstanding Parity Bonds in accordance with the terms thereof nor will it sell
or otherwise dispose of any part of the useful operating properties of the System in excess of 5 %
of the net utility plant of the System unless provision is made for payment into the Bond Fund of
an amount which shall be in at least the same proportion to the net amount of Parity Bonds
outstanding (defined as the total amount of such Parity Bonds less the amount of cash and
investments in the Bond Fund and accounts therein) that the net revenue from the portion of the
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System sold or disposed of for the preceding fiscal year bears to the net revenue of the System for
the same period.
E. It will not issue any Parity Bonds except that it reserves the right for:
(1) The purpose of acquiring, constructing and installing additions to
and betterments and extensions of, acquiring necessary equipment for, or making necessary
repairs or capital improvements to or replacements of equipment of, the System; or
(2) The purpose of refunding, exchanging with or purchasing and
retiring prior to their maturity the outstanding revenue bonds or warrants of the City,
to issue Parity Bonds and to pledge that payments shall be made out of the Revenue Fund and
Assessment Income into the Bond Fund and Reserve Account to pay and secure the payment of
the principal of and interest on such Parity Bonds on a parity with the payments required to be
made 0;1t of the Revenue Fund and from Assessment Income into the Bond Fund and the Reserve
Account therein and the special Reserve Fund to pay and secure the payment of the principal of
and interest on the outstanding Parity Bonds upon compliance with the following conditions:
First: That at the time of the issuance of such Parity Bonds there is
no deficiency in the Bond Fund and the Reserve Account therein.
Second: That if there are Assessments levied in any ULID in
which additions and improvements to and extensions of the System will be constructed from the
proceeds of such Parity Bonds, the ordinance authorizing such Parity Bonds requires that such
Assessments shall be paid into the Bond Fund.
Third: That if there are Assessments pledged to be paid into a
warrant or bond redemption fund for revenue bonds or warrants being refunded by Parity Bof\dS,
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the ordinance authorizing the Parity Bonds requires such Assessments shall be paid into the Bond
Fund.
Fourth: That the City will covenant. in each ordinance authorizing
the issuance of Parity Bonds that it will establish, maintain and collect rates and charges for
water and sanitary sewage collection and disposal service for as long as the Bonds and any Parity
Bonds are outstanding in an amount, together with Assessment Income, to at least equal the
Coverage Requirement.
Fifth: That the ordinance providing for the issuance of any such
Parity Bonds shall provide for the payment of the principal thereof and interest thereon out of the
Bond Fund and that it will pay into the Reserve Account out of the Gross Revenue of the System
(or, at the option of the City, out of Assessment Income or any other funds legally available for
such purpose) not less than approximately equal additional aunual future payments so that by five
years from the date of such Parity Bonds there will have been paid into the Reserve Account an
amount which, with the money already on deposit therein, will be equal to the Maximum Annual
Debt Service, or the Reserve Account Requirement, as applicable.
Sixth: That at the time of the issuance of such Parity Bonds the
City shall have on file in the office of the Finance Director a certificate executed by an
independent professional engineer licensed to practice in the State of Washington and
experienced in the installation and operation of municipal utilities or a certified public
accountant, showing that the net revenue of the System for a period of any 12 months out of the
24 months immediately preceding the month of delivery of such Parity Bonds, plus his estimate
of the annual net revenue to be derived by the City from the operation of any additions to and
betterments and extensions of the System to be acquired, constructed and installed out of the
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proceeds of the sale of such Parity Bonds (the "Adjusted Net Revenue"), will equal at least the
Coverage Requirement.
The words "net revenue" as first used in subparagraph Sixth above shall mean the Gross
Revenue of the System for said twelve-month period after deducting therefrom the amount
expended for the normal Operation and Maintenance Costs of the System for such twelve
months, but before depreciation and before any transfer of moneys to any funds of the City other
than the Bond Fund, and taxes or payments in lieu of taxes to the City. If there were any
customers added to the System during such twelve-month period, such net revenue may be
computed on the basis that such customers were customers of the System during such period.
The words "annual net revenue" as first used in subparagraph Sixth above shall mean
such engineer's or such certified public accountant's estimate of the annual Gross Revenue to be
derived by the City from the operation of the additions to and betterments and extensions of the
System acquired, constructed and installed out of the proceeds of the sale of such additional
bonds, based upon an actual count of customers, less his estimate of any increased annual normal
operating and maintenance expenses of the System allocable to such additions, improvements
and extensions.
Whenever "net revenue" or "annual net revenue" has been determined as provided in this
subsection, the same shall be increased or decreased on a pro forma basis in the event that there
has been any change in the rates or charges upon which such "net revenue" or "annual net
revenue" was based authorized by the City Council to be effective at least fifteen days prior to
the sale of such Parity Bonds.
Once the Outstanding Parity Bonds are no longer outstanding, at the time of the issuance
of such Parity Bonds, the City shall have on file in the office of the Finance Director either the
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certificates of the professional engineer as provided above or a certificate signed by the Finance
Director that shall set forth:
(i) the amount of the Net Revenues for any 12 consecutive months of the 24 months
prior to the date of the issuance of such Parity Bonds;
(ii) the amount of the Maximum Annual Debt Service thereafter on account of all
Parity Bonds then outstanding and the Parity Bonds then to be issued hereunder; and
(iii) the percentage derived by dividing the amount shown in (i) above by the amount
shown in (ii) above, and shall state that such percentage is not less than the Coverage
Requirement.
In the event that such Parity Bonds are issued for the sole purpose of refunding a like
principal amount of Parity Bonds, and the average annual amount required for debt service
during the life of said Parity Bonds to be issued is less than the average annual amount required
for debt service on the bonds being refunded and the last maturity date of such Parity Bonds to be
issued is not later than the last maturity date of the bonds being refunded, then the certificate
required above need not be obtained to permit the issuance of such Parity Bonds.
F. Nothing herein contained shall prevent the City from issuing revenue
bonds or revenue warrants which are a charge upon the money in the Revenue Fund junior or
inferior to the payments required to be made to pay and secure the payment of the principal of
and interest on the Outstanding Parity Bonds or from issuing revenue bonds to refund maturing
revenue bonds for the payment of which moneys are not otherwise available.
Section 5.3 Tax Covenants; Special Designation. The City covenants to undertake all
actions required to maintain the tax-exempt status of interest on the Bonds under Section 103 of
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the Code as set forth in the Federal Tax Certificate that will be executed upon the issuance of the
Bonds.
The City hereby designates the Bonds as "qualified tax-exempt obligations" under
Section 265(b)(c) of the Code for banks, thrift institutions and other financial institutions. The
City does not expect to issue more than $10,000,000 in qualified tax-exempt obligations during
2007.
ARTICLE VI
FORM OF BOND
Section 6.1 Bond Form. The Bonds shall be in substantially the following form:
STATEMENT OF INSURANCE
XL Capital Assurance Inc. ("XLCA"), New York, New York, has delivered its
municipal bond insurance policy (the "Policy'') with respect to the scheduled
payments due of principal •Jf and interest on this Bond to the Fiscal Agency of the
State of Washington in New York, New York, or its successor, as paying agent (the
"Paying Agent") for the CITY OF CAMAS, WASHINGTON $5,520,000 WATER
AND SEWER REVENUE BONDS, 2007. Said Policy is on file and available for
inspection at the principal office of the Paying Agent and a copy thereof may be
obtained from XLCA or the Paying Agent.
NO.
UNITED STATES OF AMERICA
STATE OF WASHINGTON
CITY OF CAMAS
WATER AND SEWER REVENUE BOND, 2007
$ _____ _
INTEREST RATE: MATURITY DATE: CUSIPNO.
REGISTERED OWNER:
PRINCIPAL AMOUNT: ________________ DOLLARS
The City of Camas, Washington (the "City''), for value received, hereby promises to pay
to the Registered Owner identified above, or registered assigns, on the Maturity Date identified
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above, the Principal Amount indicated above and to pay interest thereon from September 6,
2007, or the most recent date to which interest has been paid or duly provided for until payment
of this Bond at the Interest Rate set forth above, payable on December l, 2007, and semiannually
thereafter on the first days of each June and December. The principal of and interest on this bond
are payable solely out of the special fund of the City !mown as the "Water-Sewer Revenue Bond
Fund" ("Bond Fund"). Both principal of and interest on this bond are payable in lawful money
of the United States of America. For so long as the bonds of this issue are held in fully
immobilized form, payments of principal and interest thereon shall be made as provided in
accordance with the operational arrangements of DTC referred to in the Blanket Issuer Letter of
Representations from the City to The Depository Trust Company. In the event that the bonds of
this issue are no longer held in fully immobilized form, interest on this bond shall be paid by
check or draft mailed to the Registered Owner at the address appearing on the Bond Register on
the 15th day of the month preceding the interest payment date, and principal of this bond shall be
payable upon presentation and surrender of this bond by the Registered Owner at the principal
office at the principal office of the fiscal agency of the State of Washington in New York, New
York (the "Bond Registrar"); provided, however, that if so requested in writing by the Registered
Owner of at least $1,000,000 principal amount of bonds, interest will be paid by wire transfer on
the date due to an account with a bank located within the United States.
This bond is one of a series of bonds issued under authority of Ordinance No. 2490
adopted by the City Council on August 20, 2007 (the "Bond Ordinance"), for the purpose of
financing certain improvements to the water and sewerage system.
Under the Bond Ordinance, the City is obligated to set aside and pay into the Bond Fund
out of the Gross Revenue of its water and sewer system, including all additions to and
betterments and extensions thereof, certain fixed amounts sufficient to pay the principal of and
interest on all the bonds issued under the Bond Ordinance at any time outstanding as the same
shall become due and payable, all as more fully provided in the Bond Ordinance. The bonds of
this issue and other Outstanding Parity Bonds, as defined in the Bond Ordinance, constitute the
only charge against such Bond Fund.
The amounts so pledged and to be paid into the Bond Fund and the Reserve Account
therein for the purpose of paying and securing the principal of and interest on the bonds, the
outstanding water and sewer revenue bonds of the City dated October 15, 1998, any water and
sewer revenue bonds which may hereafter be issued on a parity of lien with the bonds, are hereby
declared to be a prior lien and charge upon such gross revenue superior to all other charges of any
kind or nature except the Operation and Maintenance Costs of the water and sewer system of the
City.
The pledge of gross revenue and other obligations of the City under the Bond Ordinance
may be discharged at or prior to the maturity or redemption of the bonds of this issue upon the
making of provision for the payment thereof on the terms and conditions set forth in the Bond
Ordinance ..
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This Bond is one of a total issue of $5,520,000 par value of the Bonds, all of like date and
tenor, except as to maturity, redemption provisions and interest rates, all payable from the Bond
Fund and all issued by the City under and pursuant to the laws of the State of Washington and the
Bond Ordinance for the purpose of providing funds to pay the cost of certain capital
improvements to the water and sewer system of the City and to refund certain outstanding bonds
all as specified in the Bond Ordinance.
The Bonds are subject to redemption as provided in the Bond Ordinance.
The Bonds have been designated as "qualified tax-exempt obligations" for purposes of
Section 265(b) of the Internal Revenue Code of 1986.
The City hereby covenants and agrees with the owners of the Bonds to carry out fully all
covenants and meet all obligations of the City as set forth herein and in the Bond Ordinance, and
reference is hereby made to the Bond Ordinance for a complete statement of such covenants.
This Bond shall not become valid or obligatory for any purpose until the certificate of
authentication set forth hereon has been signed by the Bond Registrar.
This Bond is interchangeable for Bonds of any authorized denomination of an equal
aggregate principal amount, and of the same interest rate and maturity. This Bond is transferable
only upon the registry books of the Bond Registrar by surrender of this certificate to the Bond
Registrar, duly assigned and executed as indicated below. Such exchange or transfer shall be
without cost to the owner or transferee. The City may deem the person in whose name this Bond
is registered to be the absolute owner thereof for the purpose of receiving payment of the
principal of and interest on such Bond and for any and all other purposes whatsoever. The Bond
Registrar shall not be obligated to transfer or exchange this Bond during the fifteen days
preceding any interest payment date or the date on which notice of redemption of such Bond is to
be given nor after such notice has been given.
It is hereby certified and declared that the Bonds are issued pursuant to and in strict
compliance with the Constitution and laws of the State of Washington and the ordinances of the
City and that all acts, conditions and things required to be done precedent to and in the issuance
of this Bond have happened, have been done and have been performed as required by law.
IN WITNESS WHEREOF, the City has caused this Bond to be signed by the manual or
facsimile signature of its Mayor and attested by the manual or facsimile signature of its Finance
Director/City Clerk, and its corporate seal to be impressed or a facsimile thereof imprinted
hereon this 6th day of September, 2007.
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CITY OF CAMAS, WASHINGTON
By: ~~~~~~/~~~~~~~~~
Mayor
P:\NMN\NMN307 07108/20
ATTEST:
Isl
Finance Director/City Clerk
CERTIFICATE OF AUTHENTICATION
Date of Authentication:
This is one of the City of Camas, Washington, Water and Sewer Revenue Bonds, 2007,
dated September 6, 2007, described in the Bond Ordinance.
WASHINGTON STATE FISCAL AGENCY
Bond Registrar
By:
Authorized Officer
ARTICLE VII
SUPPLEMENTAL ORDINANCES
Section 7.1 Supplemental Ordinances Without Consent of Bond Owners. The City
Council from time to time and at any time may adopt an ordinance supplemental hereto, which
ordinance thereafter shall become a part of this ordinance, for any one or more or all of the
following purposes:
(1) To add to the covenants and agreements of the City in this ordinance other
covenants and agreements thereafter to be observed, or to surrender any right or power herein
reserved to or conferred upon the City.
(2) To make such provisions for the purpose of curing any ambiguity or of
curing, correcting or supplementing any defective provision contained in this ordinance or in
regard to matters or questions arising under this ordinance as the City Council may deem
necessary or desirable and not inconsistent with this ordinance and which shall not adversely
affect the interests of the Registered Owners of the Bonds.
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Any such supplemental ordinance of the City Council may be adopted without the
consent of the Registered Owners of any of the Bonds at any time outstanding, notwithstanding
any of the provisions of Section 7.2 of this Article VII.
Section 7.2 Supplemental Ordinance With Consent of Bond Owners. With the
consent of the Registered Owners of not less than two-thirds in aggregate principal amount of the
Parity Bonds at the time outstanding, the City Council may adopt an ordinance supplemental
hereto for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this ordinance or of any supplemental ordinance; provided, however, that no
such supplemental ordinance shall:
(1) Extend the fixed maturity of any of the Bonds, or reduce the rate of
interest thereon, or extend the time of payments of interest from their due date, or reduce the
amount of the principal thereof, or reduce any premium payable on the redemption thereof,
without the consent of the holder of each Bond so affected; or
(2) Reduce the aforesaid percentage of holders of Bonds required to approve
any such supplemental ordinance without the consent of the holders of all of the Bonds then
outstanding.
It shall not be necessary for the consent of the Registered Owners under this Section 7 .2
to approve the particular form of any proposed supplemental ordinance, but is shall be sufficient
if such consent shall approve the substance thereof.
Section 7.3 Effect of Supplemental Ordinance. Upon the adoption of any
supplemental ordinance pursuant to the provisions of this Article VII, this ordinance shall be
deemed to be modified and amended in accordance therewith, and the respective rights, duties
and obligations of the City under this ordinance and of all Registered Owners of Bonds
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outstanding hereunder shall thereafter be determined, exercised and enforced thereunder, subject
in all respects to such modification and amendments, and all the terms and conditions of any
such supplemental ordinance shall be deemed to be part of the terms and conditions of this
ordinance for any and all purposes.
Bonds executed and delivered after the execution of any supplemental ordinance adopted
pursuant to the provisions of this Article VII may bear a notation as to any matter provided for in
such supplemental ordinance, and if such supplemental ordinance shall so provide, new bonds so
modified as to conform, in the opinion of the Council, to any modification of this ordinance
contained in any such supplemental ordinance, may be prepared by the City and delivered
without cost to the holders of the Bonds then outstanding, upon surrender for cancellation of such
bonds, if any, not fully paid, in equal aggregate principal amounts.
ARTICLE VIII
BOND INSURANCE
Section 8.1 Bond Insurance.
(a) Acceptance of Insurance. In accordance with the offer of the Underwriter
to purchase the Bonds, the Council hereby approves the commitment of the Insurer to provide a
bond insurance policy guaranteeing the payment when due of principal of and interest on the
Bonds (the "Bond Insurance Policy''). The Council further authorizes and directs all proper
officers, agents, attorneys and employees of the City to cooperate with the Insurer in preparing
such additional agreements, certificates, and other documentation on behalf of the City as shall
be necessary or advisable in providing for the Bond Insurance Policy.
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(b) Payments Under the Bond Insurance Policy and Rights of the Insurer. As
long as the Bond Insurance Policy is in full force and effect, the City and the Bond Registrar shall
comply with the following provisions:
(1) If, on the third Business Day prior to the related scheduled interest
payment date or principal payment date ("Payment Date"), there is not on deposit with the Bond
Registrar money sufficient to pay the principal of, and interest on, the Bonds due on such
Payment Date, the City or the Bond Registrar shall give notice to the Insurer and to its designated
agent (if any) (the "Insurer's Fiscal Agent"), by telephone or telecopy, of the amount of such
deficiency by 10:00 a.m., New York City time, on such Business Day. If, on the Business Day
prior to the related Payment Date, there is not on deposit with the Bond Registrar money
sufficient to pay the principal of, and interest on, the Bonds due on such Payment Date, the Bond
Registrar shall make a claim under the Bond Insurance Policy and give notice to the Insurer and
the Insurer's Fiscal Agent (if any) by telephone of the amount of any deficiency in the amount
available to pay principal and interest, and the allocation of such deficiency between the amount
required to pay interest on the Bonds and the amount required to pay principal of the Bonds,
confirmed in writing to the Insurer and the Insurer's Fiscal Agent by 10:00 a.m., New York City
time, on such Business Day, by delivering the Notice of Nonpayment and Certificate.
For the purposes of the preceding paragraph, "Notice" means telephonic or telecopied
notice, subsequently confirmed in a signed writing, or written notice by registered or certified
mail, from the City or Bond Registrar to the Insurer, which notice shall specify (a) the name of
the entity making the claim, (b) the policy number, (c) the claimed amount and (d) the date such
claimed amount will become Due for Payment. "Nonpayment" means the failure of the City to
have provided sufficient funds to the Bond Registrar for payment in full of all principal of, and
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interest on, the Bonds that are Due for Payment. "Due for Payment," when referring to the
principal of insured bonds, means when the stated maturity date or mandatory redemption date
for the application of a required sinking fund installment has been reached and does not refer to
any earlier date on which payment is due by reason of call for redemption (other than by
application of required sinking fund instalhnents or other advancement of maturity, unless the
Insurer shall elect, in its sole discretion, to pay such principal); and when referring to interest on
Bonds, means when the stated date for payment of interest has been reached. "Certificate" means
a certificate in form and substance satisfactory to the Insurer as to the Bond Registrar's right to
receive payment under the Bond Insurance Policy.
(2) The Bond Registrar shall designate any portion of payment of
principal on Bonds paid by the Insurer at maturity on its books as a reduction in the principal
amount of Bonds registered to the then current Registered Owner, whether DTC or its nominee
or otherwise, and shall issue a replacement Bond to the Insurer, registered in the name of the
Insurer, as the case may be, in a principal amount equal to the amount of principal so paid
(without regard to authorized denominations); provided, however, that the Bond Registrar's
failure to so designate any payment or issue any replacement Bond shall have no effect on the
amount of principal or interest payable by the City on any Bond or the subrogation rights of the
Insurer.
(3) The Bond Registrar shall keep a complete and accurate record of
all funds deposited by the Insurer into the Policy Payments Account (as hereinafter defined) and
the allocation of such funds to payment of interest on and principal paid with respect to any
Bond. The Insurer shall have the right to inspect such records at reasonable times upon
reasonable notice to the Bond Registrar.
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(4) Upon payment of a claim under the Bond Insurance Policy, the
Bond Registrar shall establish a separate special purpose trust account for the benefit of owners
of Bonds referred to herein as the "Policy Payments Account" and over which the Bond Registrar
shall have exclusive control and sole right of withdrawal. The Bond Registrar shall receive any
amount paid under the Bond Insurance Po !icy in trust on behalf of owners of Bonds and shall
deposit any such amount in the Policy Payments Account and distribute such amount only for
purposes of making the payments for which a claim was made. Such amounts shall be disbursed
by the Bond Registrar to owners of Bonds in the same manner as principal and interest payments
are to be made with respect to the Bonds under Section 3.1 hereof. It shall not be necessary for
such payments to be made by checks or wire transfers separate from the check or wire transfer
used to pay debt service with other funds available to make such payments. Funds held in the
Policy Payments Account shall not be invested by the Bond Registrar and may not be applied to
satisfy any costs, expenses or liabilities of the Bond Registrar. Any funds remaining in the Policy
Payments Account following an insured Bond payment date shall promptly be remitted to the
·Insurer.
(c) Provisions Relating to Bond Insurance Policy. As long as the Bond Insurance
Policy is in full force and effect, the City shall comply with the following provisions:
(1) Notice to the Insurer. Any notices required to be given by the City shall
also be given to the Insurer, Attn: Surveillance.
(2) Amendments. Prior written consent of the Insurer is required for any
amendment to this ordinance. The City shall give the Insurer notice of any such proposed
amendment. A copy of any amendment to this ordinance that is consented to by the Insurer shall
be sent to Standard & Poor's Rating Services, a Division of The McGraw-Hill Companies, Inc.
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(3) Remedies. The Insurer shall be entitled to control and direct the
enforcement of all rights and remedies granted to owners of the Bonds. The Insurer shall be
recognized as the owner of each Bond for the purposes of exercising all rights and privileges
available to owners of the Bonds. The Insurer shall have the right to institute any suit, action, or
proceeding at law or in equity under the same terms as an owner of the Bonds.
( 4) The Insurer as Third Party Beneficiary. The Insurer shall be a third-party
beneficiary under this ordinance.
(5) Subrogation. If principal and/or interest due on the Bonds is paid by the
Insurer, such Bonds shall remain outstanding under this ordinance for all purposes, and shall not
be deemed defeased or otherwise satisfied, or paid by the City, and the pledge of taxes and all
covenants, agreements and other obligations of the City to the owners of the Bonds shall
continue to exist and shall run to the benefit of the Insurer, and the Insurer shall be subrogated to · .
the rights of such owners.
ARTICLE IX
ONGOING DISCLOSURE
Section 9 .1 Undertaking to Provide Ongoing Disclosure.
(a) Contract/Undertaking. This section constitutes the City's written
undertaking for the benefit of the owners and Beneficial Owners of the Bonds as required by
Section (b)(5) of the Rule.
(b) Financial Statements/Operating Data. The City agrees to provide or
cause to be provided to each NRMSIR and to the SID, if any, in each case as designated by the
SEC in accordance with the Rule, the following annual financial information and operating data
for the prior fiscal year (commencing in 2008 for the fiscal year ended December 31, 2007):
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(1) Annual financial statements showing ending fund equity for the
System prepared in accordance with generally accepted accounting principles applicable to
government entities (and modified as may be required by the Washington State Auditor pursuant
to RCW 43.09.200 (or any successor statute) and generally of the type included in the official
statement for the Bonds under the headings "Water-Sewer Fund Historical Operating Results-
Debt Service Coverage" and "Water-Sewer Fund Historical Statement of Net Assets;"
(2) The principal amount of Parity Bonds;
(3) Debt service coverage for Parity Bonds;
(4) Rates for the System; and
(5) Number of customers of the System.
Items 2-5 shall be required only to the extent that such information is not included in the
information provided pursuant to item 1 above.
Such annual financial infonnation and operating data described above shall be provided
on or before nine months after the end of the City's fiscal year. The City's fiscal year currently
ends December 31. The City may adjust such fiscal year by providing written notice of the
change of fiscal year to each then existing NRMSIR and the SID, if any. In lieu of providing
such annual financial information and operating data, the City may cross-reference to other
documents provided to the NRMSIRs and· the SID, or filed with the SEC and, if such document
is a final official statement within the meaning of the Rule, available from the MSRB.
If not provided as part of the annual financial information discussed above, the City shall
provide the City's audited annual financial statement prepared in accordance with generally
accepted accounting principles (and modified as may be required by the Washington State
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Auditor pursuant to RCW 43.09.200 (or any successor statute)), when and if available, to each
then existing NRMSIR and the SID, if any.
(c) Material Events. The City agrees to provide or cause to be provided, in a
timely manner, to the SID, if any, and to each NRMSIR or to the MSRB notice of the occurrence
of any of the following events with respect to the Bonds, if material:
(1) Principal and interest payment delinquencies;
(2) Nonpayment related defaults;
(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 or events affecting the tax-exempt status of
the Bonds;
(7) Modifications to the rights of Bond owners;
(8) Optional, contingent or unscheduled calls of any Bonds other than
scheduled sinking fund redemptions for which notice is given
pursuant to Exchange Act Release 34-23856;
(9) Defeasances;
(10) Release, substitution or sale of property securing repayment of the
Bonds; and
(11) Rating changes
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Solely for purposes of disclosure, and not intending to modify this undertaking, the City
advises that no property secures repayment of the Bonds. The applicable debt service reserves is
the Reserve Account.
( d) Notification Upon Failure to Provide Financial Data. The City agrees to
provide or cause to be provided, in a timely manner, to each NRMSIR or to the MSRB and to the
SID, if any, notice of its failure to provide the annual financial information and operating data
described in subsection (b) above on or prior to the date set forth in subsection (b) above.
(e) Termination/Modification. The City's obligations to provide annual
financial information and notices of material events shall terminate upon the legal defeasance,
prior redemption or payment in full of all of the Bonds. This section, or any provision hereof,
shall be null and void if the City (1) obtains an opinion of nationally recognized bond counsel to
the effect that those portions of the Rule which require this section, or any such provision, are
invalid, have been repealed retroactively or otherwise do not apply to the Bonds; and (2) notifies
each then existing NRMSIR and the SID, if any, of such opinion and the cancellation of this
section.
Notwithstanding any other prov1s10n of this ordinance, the City may amend this
Section 9.1, and any provision of this Section 9.1 may be waived, with an approving opinion of
nationally recognized bond counsel.
In the event of any amendment or waiver of a provision of this Section 9 .1, the City shall
describe such amendment in the next annual report, and shall include, as applicable, a narrative
explanation of the reason for the amendment or waiver and its impact on the type (or in the case
of a change of accounting principles, on the presentation) of financial information or operating
data being presented by the City. In addition, if the amendment relates to the accounting
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principles to be followed in preparing financial statements, (i) notice of such change shall be
given in the same manner as for a material event under subsection (c) of this Section 9.1, and
(ii) the annual report for the year in which the change is made should present a comparison (in
narrative form and also, if feasible, in quantitative form) between the financial statements as
prepared on the basis of the new accounting principles and those prepared on the basis of the
former accounting principles.
(f) Bond Owner's Remedies under this Section. Notwithstanding any other
provisions of this ordinance, the right of any Bond owner or Beneficial Owner of the Bonds to
enforce the provisions of this Section 9.1 shall be limited to a right to obtain specific
enforcement of the City's obligations hereunder, and any failure by the City to comply with the
provisions of this section shall not be an event of default with respect to the Bonds under this
ordinance. For purposes of this Section 9.1, "Beneficial Owner" means any person who has the
power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any
Bonds, including persons holding Bonds through nominees or depositories.
ARTICLEX
SALE OF BONDS, APPROVAL OF OFFICIAL STATEMENT,
DEFEASANCE, INSURANCE, MISCELLANEOUS
Section 10. l Sale of the Bonds. The Council finds that the purchase contract that has
been distributed to the Council by Seattle-Northwest Securities Corporation (the "Underwriter")
is reasonable and that it is in the best interest of the City that the Bonds shall be sold upon the
conditions set forth in the purchase contract. The City accepts the purchase contract and
authorizes the Mayor or the Finance Director/City Clerk to execute the purchase contract and
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deliver it to the Underwriter. The Bonds shall be issued and delivered to the Underwriter upon
payment of the purchase price specified in the purchase contract.
Section 10.2 Official Statement; Use of Documents. The Finance Director/City Clerk
and other appropriate officers of the City are authorized and directed to execute and deliver to the
Purchaser copies of an Official Statement in substantially the form of the Preliminary Official
Statement; provided, however, that the Finance Director is authorized to supplement or amend
the Official Statement as the Finance Director, with the approval of bond counsel to the City,
deems necessary or appropriate. The City hereby deems the Preliminary Official Statement as
final for purposes of Rule 15c2-12 ofthe Securities and Exchange Act.
The City Council approves and authorizes the use of such Official Statement (including
any such supplements and amendments thereto) in connection with the public offering and sale
of the Bonds by the Purchaser and authorizes the Finance Director and other appropriate officers
of the City to execute such Official Statement on behalf of the City.
Section 10.3 Defeasance. In the event that money and/or direct obligations of the
United States of America, and/or "Government Obligations" as the same are now or may
hereafter be defined in Ch. 39.53 RCW, maturing at such time or times and bearing interest to be
earned thereon in amounts (together with such money, if necessary) sufficient to redeem and
retire all or a portion of the Bonds in accordance with their terms are set aside in a special
account of the Bond Fund to effect such redemption and retirement and such money and the
principal of and interest on such Government Obligations are irrevocably set aside and pledged
for such purpose, then no further payments need be made into the Bond Fund for the payment of
the principal of and interest on the Bonds so provided for, and such Bonds shall cease to be
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entitled to any lien, benefit or security of this ordinance except for the right to receive the moneys
so set aside and pledged, and the Bonds shall be deemed not to be outstanding hereunder.
Within 30 days of any defeasance of Bonds, the City shall provide notice of defeasance of
Bonds to Registered Owners and to each NRMSIR and SID, if any, in accordance with
Section 9 .1 hereof.
Section 10.4 Severability. If any one or more of the covenants or agreements provided
in this ordinance to be performed on the part of the City shall be declared by any court of
competent jurisdiction to be contrary to law, then such covenant or covenants, agreement or
agreements, shall be null and void and shall be deemed separable from the remaining covenants
and agreements in this ordinance and shall in no way affect the validity of the other provisions of
this ordinance or of any Outstanding Parity Bonds.
Section 10.5 General Authorization. The proper City officials are hereby authorized
and directed to approve an official statement or other disclosure document, and to do everything
necessary and proper for the prompt issuance, execution and delivery of the Bonds in
conformance with the provisions of this ordinance and for the proper use and application of the
proceeds of the sale thereof as provided in this ordinance.
Section 10.6 Ratification. Any action consistent with the authority but prior to the
effective date of this ordinance is hereby ratified and confirmed.
Section 10.7 Effective Date. This ordinance shall become effective five days after its
passage, approval and publication as required by law.
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PASSED by the City Council of the City of Camas, Washington, and approved by its
Mayor at a regular meeting of the Council held this 201h day of August, 2007.
CITY OF CAMAS, WASHINGTON
By?~Y'
Mayor
ATTEST:
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CERTIFICATE
I, Joan M. Durgin, the duly chosen , qualified and acting Finance Director/City Clerk of
the City of Camas, Washington, (the "City") and keeper of the record s of the City Council
(herein called the "Council"), DO HEREBY CERTIFY:
1. That the attached ordinance is a true and corre ct copy of Ordinance No . 2490 of
the Council (herein called the "Ordinance"), duly passed at a regular meeting the reo f held on the
201h d ay of August, 2007.
2. That said meeting was duly convened and held in all resp ects in accordance with
law, and to the extent required by law, due and proper notice of such meeting was given; that a
legal quorum was present throughout the meeting and a legally sufficient number of members of
the Council voted in the proper manner for the passage of said Ordinance; that all other
requirements and proceedings incident to the proper passage of said Ordinance have been duly
fulfilled, carried out and otherwise observed; and that I am authorized to execute this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand this 201h day of August, 2007.
Joan M. Durgin
Finance Director/City Clerk
P:INMN\NM N307 07108120