ORD 23-003 CITY OF CAMAS , WASHINGTON
ORDINANCE NO . 23 - 003
AN ORDINANCE of the City of Camas , Washington , relating to
contracting indebtedness ; providing for the issuance , sale and delivery of not to
exceed $ 20 , 000 , 000 aggregate principal amount of limited tax general obligation
bonds to provide funds to finance parks redevelopment , facilities construction and
rehabilitation , street construction and other capital improvements , and to pay the
costs of issuance and sale of the bonds ; fixing or setting parameters with respect
to certain terms and covenants of the bonds ; appointing the City ' s designated
representative to approve the final terms of the sale of the bonds ; and providing
for other related matters .
Passed April 3 , 2023
This document prepared by .
.Foster Garvey P. C.
1111 Third Avenue, Suite 3000
Seattle, Washington 98101
(206) 4474400
FG : 101196401 . 2
TABLE OF CONTENTS *
Paiie
Section 1 . Definons . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 4 . . . . . . . . . . . . . . . . . . . . .
Section 2 . Findings and Determinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3 . Authorization of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 4 . D escription of B and s ; Appointment of D esignated Representative . . . . . . . . . . . . . . . . . . . . . . . 4
Section 5 . Bond Registrar; Registration and Transfer of Bonds . . 5
Section 6 . Form and Execution of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 7 . Payment of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 8 . Funds and Accounts ; Deposit of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 9 . Redemption Provisions and Purchase of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section10 . Failure To Pay Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 11 . Pledge of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
. . . . . . . . . . . .
Section12 . Tax Covenants . . a 0 a 4 a a * 0 0 0 0 a 0 0 a 4 a a 0 0 0 0 0 0 a 0 0 0 & 0 a 0 0 4 4 0 4 a 4 4 a 4 a a a 0 4 a a a a a a 4 a 4 0 a a a a a 0 0 0 0 a 0 4 0 0 a 0 0 a 0 a 0 6 a 0 a 0 0 a 0 0 4 a 4 0 a a 0 4 a 9
Section 13 . Refunding or Defeasance of the B and s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 14 . Sale and Delivery of the Bonds . . 10
Section 15 . Official Statement ; Continuing Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 16 . Undertaking to Provide Continuing Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 17 . Supplemental and Amendatory Ordinances . . . 13
Section 18 . General Authorization and Ratification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section19 . Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 20 . Effective Date of Ordinance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
* The cover page, table of contents and section Beadings of this ordinance are for convenience of reference only, and
shall not be used to resolve any question of interpretation of this ordinance .
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FG : 101196401 . 2
i
CITY OF CAMAS , WASHINGTON
ORDINANCE NO . 23 - 003
AN ORDINANCE of the City of Camas , Washington , relating to
contracting indebtedness ; providing for the issuance , sale and delivery of not to
exceed $ 20 , 000 , 000 aggregate principal amount of limited tax general obligation
bonds to provide funds to finance parks redevelopment , facilities construction and
rehabilitation , street construction and other capital improvements , and to pay the
costs of issuance and sale of the bonds ; fixing or setting parameters with respect
to certain terms and covenants of the bonds ; appointing the City ' s designated
representative to approve the final terms of the sale of the bonds ; and providing
for other related matters .
THE CITY COUNCIL OF THE CITY OF CAMAS , WASHINGTON , DO ORDAIN AS
FOLLOWS :
Section 1 . Definitions . As used in this ordinance , the following capitalized terms shall
have the following meanings :
(a) "Authorized Denomination " means $ 5 , 000 or any integral multiple thereof within
a maturity of a Series .
(b ) "Beneficial Owner" means , with respect to a Bond , the owner of any beneficial
interest in that Bond .
(c ) "Bond" means each bond issued pursuant to and for the purposes provided in this
ordinance .
(d ) "Bond Counsel" means the firm of Foster Garvey P . C . , its successor, or any other
attorney or firm of attorneys selected by the City with a nationally recognized standing as bond
counsel in the field of municipal finance .
(e) "Bond Fund" means the Limited Tax General Obligation Bond Fund , 2023 , of the
City created for the payment of the principal of and interest on the Bonds .
(f) "Bond Purchase Contract" means an offerto purchase a Series of the Bonds , setting
forth certain terms and conditions of the issuance , sale and delivery of those Bonds , which offer is
authorized to be accepted by the Designated Representative on behalf of the City , if consistent
with this ordinance .
(g) "Bond Register" means the books or records maintained by the Bond Registrar for
the purpose of identifying ownership of each Bond .
(h) "Bond Registrar" means the Fiscal Agent , or any successor bond registrar selected
by the City .
(i) ' City" means the City of Camas , Washington , a municipal corporation duly
organized and existing under the laws of the State .
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FG : 101196401 . 2
(j ) " City Council" means the legislative authority of the City , as duly and regularly
constituted from time to time .
(k) " Code " means the United States Internal Revenue Code of 1986 , as amended , and
applicable rules and regulations promulgated thereunder .
(1) "DTC" means The Depository Trust Company , New York , New York , or its
nominee .
(m) "Designated Representative " means the officer of the City appointed in Section 4
of this ordinance to serve as the City ' s designated representative in accordance with RCW
39 . 46 . 040 (2 ) .
(n) "Final Terms " means the terms and conditions for the sale of a Series of the Bonds
including the amount , date or dates , denominations , interest rate or rates ( or mechanism for
determining interest rate or rates ) , payment dates , final maturity , redemption rights , price , and
other terms or covenants .
(o ) "Fiscal Agent" means the fiscal agent of the State , as the same may be designated
by the State from time to time .
(p ) " Government Obligations " has the meaning given in RCW 39 . 53 . 0105 as now in
effect or as may hereafter be amended .
(q) "Issue Date" means , with respect to a Bond , the date of initial issuance and delivery
of that Bond to the Purchaser in exchange for the purchase price of that Bond ,
(r) "Letter of Representations " means the Blanket Issuer Letter of Representations
between the City and DTC , dated October 12 , 1998 , as it may be amended from time to time , and
any successor or substitute letter relating to the operational procedures of the Securities
Depository .
(s ) "MSRB " means the Municipal Securities Rulemaking Board .
(t ) " Official Statement " means an offering document , disclosure document , private
placement memorandum or substantially similar disclosure document provided to purchasers and
potential purchasers in connection with the initial offering of a Series of the Bonds in conformance
with Rule 15c242 or other applicable regulations of the SEC .
(u) " Owner" means , without distinction , the Registered Owner and the Beneficial
Owner.
(v) "Project" means the redevelopment of parks , construction and rehabilitation of
facilities , street construction , and other capital improvements as deemed necessary and advisable
by the City . Incidental costs incurred in connection with carrying out and accomplishing the
Project , consistent with RCW 39 . 46 . 0705 may be included as costs of the Project .
(w ) "Project Fund" means the fund (s ) or account (s ) of the City created or continued for
the purpose of carrying out the Project .
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FG : 101196401 . 2
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(x) "Purchaser" means KeyBanc Capital Markets Inc . , of Seattle , Washington , or such
other corporation , firm, association , partnership , trust , bank , financial institution or other legal
entity or group of entities selected by the Designated Representative to serve as purchaser in a
private placement , or underwriter in a negotiated sale .
(y) "Rating Agency " means any nationally recognized rating agency then maintaining
a rating on the Bonds at the request of the City .
(z) "Record Date " means the Bond Registrar ' s close of business on the 15th day of the
month preceding an interest payment date . With respect to redemption of a Bond prior to its
maturity , the Record Date shall mean the Bond Registrar ' s close of business on the date on which
the Bond Registrar sends the notice of redemption in accordance with Section 9 .
(aa) "Registered Owner" means , with respect to a Bond , the person in whose name that
Bond is registered on the Bond Register . For so long as the City utilizes the book - entry only
system for the Bonds under the Letter of Representations , Registered Owner shall mean the
Securities Depository .
(bb ) "Rule 15c242 " means Rule 15c242 promulgated by the SEC under the Securities
Exchange Act of 1934 , as amended .
(cc ) "SEC" means the United States Securities and Exchange Commission .
(dd ) " Securities Depository " means DTC , any successor thereto , any substitute
securities depository selected by the City that is qualified under applicable laws and regulations to
provide the services proposed to be provided by it , or the nominee of any of the foregoing .
(ee ) "Series of the Bonds " or " Series " means a series of the Bonds issued pursuant to
this ordinance .
(ff) " State" means the State of Washington .
(gg) " Term Bond" means each Bond designated as a Term Bond and subject to
mandatory redemption in the years and amounts set forth in the Bond Purchase Contract .
(hh) " Undertaking" means the undertaking to provide continuing disclosure entered into
pursuant to Section 16 of this ordinance .
Section 2 . Findings and Determinations . The City takes note of the following facts
and makes the following findings and determinations :
(a) Authority and Description of Project . The City is in need of parks redevelopment ,
facilities construction and rehabilitation , street construction and other capital improvements . The
City Council therefore finds that it is in the best interests of the City to carry out the Project .
(b ) Plan of Financing . Pursuant to applicable law , including without limitation
chapters 35 . 37 , 35040 39036 39044 39 . 46 and 39 . 52 RCW , the City is authorized to issue general
obligation bonds for the purpose of financing or reimbursing costs of the Project . The total
expected cost of the Project is approximately $ 20 , 000 , 000 , which is expected to be made up of
proceeds of the Bonds , grants , and other available money of the City .
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FG : 101196401 . 2
(c ) Debt Capacity . The maximum amount of indebtedness authorized by this
ordinance is $ 20 , 000 , 000 . Based on the following facts , this amount is to be issued within the
amount permitted to be issued by the City for general municipal purposes without a vote :
( 1 ) The assessed valuation of the taxable property within the City as ascertained
by the last preceding assessment for City purposes for collection in the
calendar year 2023 is $ 7 , 276 , 498 , 632 .
(2 ) As of February 28 , 2023 , the City had limited tax general obligation
indebtedness , consisting of bonds , note , loans , and conditional sales
contracts outstanding in the principal amount of $ 40 , 332 , 896 , which is
incurred within the limit of up to 11/2 % of the value of the taxable property
within the City permitted for general municipal purposes without a vote .
(3 ) As of February 28 , 2023 , the City had no unlimited tax general obligation
indebtedness outstanding .
(d ) The Bonds . For the purpose of providing the funds necessary to carry out the
Project and to pay the costs of issuance and sale of the Bonds , the City Council finds that it is in
the best interests of the City and its taxpayers to issue and sell the Bonds to the Purchaser, pursuant
to the terms set forth as approved by the City ' s Designated Representative consistent with this
ordinance .
Section 3 . Authorization of Bonds . The City is authorized to borrow money on the
credit of the City and issue negotiable limited tax general obligation bonds evidencing
indebtedness in one or more Series in aggregate principal amount not to exceed $ 20 , 000 , 000 to
provide funds necessary to carry out the Project and to pay the costs of issuance and sale of the
Bonds . The proceeds of the Bonds allocated to paying the cost of the Project shall be deposited as
set forth in Section 8 of this ordinance and shall be used to carry out the Project , or a portion of
the Project , in such order of time as the City determines is advisable and practicable .
Section 4 . Description of Bonds ; Appointment of Designated Representative . The
City ' s Finance Director, or the City Administrator in the absence of the Finance Director , is
appointed as the Designated Representative of the City and is authorized and directed to conduct
the sale of the Bonds in the manner and upon the terms deemed most advantageous to the City,
and to approve the Final Terms of each Series of the Bonds , with such additional terms and
covenants as the Designated Representative deems advisable , within the following parameters :
(a) The Bonds may be issued in one or more Series , and the aggregate principal amount
of the Bonds shall not exceed $ 20 , 000 , 000 ;
(b ) One or more rates of interest may be fixed for the Bonds as long as no rate of interest
for any maturity of the Bonds exceeds 5 . 500 % ;
(c ) The true interest cost to the City for each Series of Bonds does not exceed 5 . 000 % ;
(d ) The aggregate purchase price for each Series of Bonds shall not be less than 97 . 0 %
and not more than 135 . 0 % of the aggregate stated principal amount of the Bonds , excluding any
original issue discount ;
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FG : 101196401 . 2
(e ) The Bonds may be issued subject to optional and mandatory redemption provisions ;
(f) Each Series shall mature no later than December 1 , 2053 ; and
(g) The Bonds shall be dated as of the date of their delivery , which date and time for
the issuance and delivery of the Bonds is not later than December 31 , 2023 .
In addition , a Series of the Bonds may not be issued if it would cause the indebtedness of
the City to exceed the City ' s legal debt capacity on the Issue Date . The Designated Representative
may determine whether it is in the City ' s best interest to provide for bond insurance or other credit
enhancement ; and may accept such additional terms , conditions and covenants as the Designated
Representative may determine are in the best interests of the City , consistent with this ordinance .
In determining the number of series , the series designations , final principal amounts , date
of the Bonds , denominations , interest rates , payment dates , redemption provisions , tax status , and
maturity dates for the Bonds , the Designated Representative , in consultation with other City
officials and staff and advisors , shall take into account those factors that , in the judgment of the
Designated Representative , will result in the lowest true interest cost on the Bonds to their
maturity , including , but not limited to current financial market conditions and current interest rates
for obligations comparable to the Bonds .
Section 5 . Bond Registrar ; Registration and Transfer of Bonds .
(a) Registration ofBonds . Each Bond shall be issued only in registered form as to both
principal and interest and the ownership of each Bond shall be recorded on the Bond Register .
(b ) Bond Registrar; Duties . The Fiscal Agent is appointed as initial Bond Registrar .
The Bond Registrar shall keep , or cause to be kept , sufficient books for the registration and transfer
of the Bonds , which shall be open to inspection by the City at all times . The Bond Registrar is
authorized , on behalf of the City , to authenticate and deliver Bonds transferred or exchanged in
accordance with the provisions of the Bonds and this ordinance , to serve as the City ' s paying agent
for the Bonds and to 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 Bond Registrar ' s
Certificate of Authentication on each Bond . The Bond Registrar may become an Owner with the
same rights it would have if it were not the Bond Registrar and , to the extent permitted by law ,
may act as depository for and permit any of its officers or directors to act as members of, or in any
other capacity with respect to , any committee formed to protect the rights of Owners .
(c ) Bond Register; Transfer and Exchange . The Bond Register shall contain the name
and mailing address of each Registered Owner and the principal amount and number of each Bond
held by each Registered Owner . A Bond surrendered to the Bond Registrar may be exchanged for
a Bond or Bonds in any Authorized Denomination of an equal aggregate principal amount and of
the same Series , interest rate and maturity . A Bond may be transferred only if endorsed in the
manner provided thereon and surrendered to the Bond Registrar. Any exchange or transfer shall
be without cost to the Owner or transferee . The Bond Registrar shall not be obligated to exchange
any Bond or transfer registered ownership during the period between the applicable Record Date
and the next upcoming interest payment or redemption date .
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FG : 101196401 . 2
(d ) Securities Depository; Book-Entry Only Form . DTC is appointed as initial
Securities Depository and each such Bond initially shall be registered in the name of Cede & Co . ,
as the nominee of DTC . Each Bond registered in the name of the Securities Depository shall be
held fully immobilized in book - entry only form by the Securities Depository in accordance with
the provisions of the Letter of Representations . Registered ownership of any Bond registered in
the name of the Securities Depository may not be transferred except : (i) to any successor Securities
Depository ; (ii) to any substitute Securities Depository appointed by the City ; or (iii) to any person
if the Bond is no longer to be held in book -entry only form . Upon the resignation of the Securities
Depository , or upon a termination of the services of the Securities Depository by the City , the City
may appoint a substitute Securities Depository . If (i) the Securities Depository resigns and the
City does not appoint a substitute Securities Depository , or (ii) the City terminates the services of
the Securities Depository , the Bonds no longer shall be held in book - entry only form and the
registered ownership of each Bond may be transferred to any person as provided in this ordinance .
Neither the City nor the Bond Registrar shall have any obligation to participants of any
Securities Depository or the persons for whom they act as nominees regarding accuracy of any
records maintained by the Securities Depository or its participants . Neither the City nor the Bond
Registrar shall be responsible for any notice that is permitted or required to be given to a Registered
Owner except such notice as is required to be given by the Bond Registrar to the Securities
Depository .
Section 6 . Form and Execution of Bonds .
(a) Form of Bonds; Signatures and Seal . Each Bond shall be prepared in a form
consistent with the provisions of this ordinance and State law . Each Bond shall be signed by the
Mayor or Mayor Pro Tem and the City Clerk , either or both of whose signatures may be manual
or in facsimile , and the seal of the City or a facsimile reproduction thereof shall be impressed or
printed thereon . If any officer whose manual or facsimile signature appears on a Bond ceases to
be an officer of the City authorized to sign bonds before the Bond bearing such officer ' s manual
or facsimile signature is authenticated by the Bond Registrar, or issued or delivered by the City,
that Bond nevertheless may be authenticated , issued and delivered and , when authenticated , issued
and delivered , shall be as binding on the City as though that person had continued to be an officer
of the City authorized to sign bonds . Any Bond also may be signed on behalf of the City by any
person who , on the actual date of signing of the Bond , is an officer of the City authorized to sign
bonds , although such officer did not hold the required office on its Issue Date .
(b ) Authentication . Only a Bond bearing a Certificate of Authentication in
substantially the following form, manually signed by the Bond Registrar, shall be valid or
obligatory for any purpose or entitled to the benefits of this ordinance : " Certificate of
Authentication . This Bond is one of the fully registered City of Camas , Washington , Limited Tax
General Obligation Bonds , 2023 , described in the Bond Ordinance . " The authorized signing of a
Certificate of Authentication shall be conclusive evidence that the Bond so authenticated has been
duly executed , authenticated and delivered and is entitled to the benefits of this ordinance .
Section 7 . Payment of Bonds . Principal of and interest on each Bond shall be payable
in lawful money of the United States of America . Principal of and interest on each Bond registered
in the name of the Securities Depository is payable in the manner set forth in the Letter of
Representations . Interest on each Bond not registered in the name of the Securities Depository is
payable by electronic transfer on the interest payment date , or by check or draft of the Bond
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FG : 101196401 . 2
Registrar mailed on the interest payment date to the Registered Owner at the address appearing on
the Bond Register on the Record Date . However, the City is not required to make electronic
transfers except pursuant to a request by a Registered Owner in writing received on or prior to the
Record Date and at the sole expense of the Registered Owner . Principal of each Bond not
registered in the name of the Securities Depository is payable upon presentation and surrender of
the Bond bythe Registered Ownerto the Bond Registrar . The Bonds are not subject to acceleration
under any circumstances .
Section 8 . Funds and Accounts ; Deposit of Proceeds .
(a) Bond Fund . The Bond Fund is created as a special fund of the City for the sole
purpose of paying principal of and interest on the Bonds . All amounts allocated to the payment of
the principal of and interest on the Bonds shall be deposited in the Bond Fund as necessary for the
timely payment of amounts due with respect to the Bonds . The principal of and interest on the
Bonds shall be paid out of the Bond Fund . Until needed for that purpose , the City may invest
money in the Bond Fund temporarily in any legal investment , and the investment earnings shall
be retained in the Bond Fund and used for the purposes of that fund .
(b ) Project Fund. The Project Fund is created or continued as a fund of the City for
the purpose of paying the costs of the Project . Proceeds received from the sale and delivery of the
Bonds shall be deposited into the Project Fund and used to pay the costs of the Project and costs
of issuance of the Bonds . Until needed to pay such costs , the City may invest those proceeds
temporarily in any legal investment , and the investment earnings shall be retained in the Project
Fund and used for the purposes of that fund , except that earnings subject to a federal tax or rebate
requirement (if applicable ) may be withdrawn from the Project Fund and used for those tax or
rebate purposes .
Section 9 . Redemption Provisions and Purchase of Bonds .
(a) Optional Redemption . The Bonds shall be subject to redemption at the option of
the City on terms acceptable to the Designated Representative , as set forth in the Bond Purchase
Contract , consistent with the parameters set forth in Section 4 .
(b ) Mandatory Redemption . Each Bond that is designated as a Term Bond in the Bond
Purchase Contract , consistent with the parameters set forth in Section 4 and except as set forth
below , shall be called for redemption at a price equal to the stated principal amount to be redeemed ,
plus accrued interest , on the dates and in the amounts as set forth in the Bond Purchase Contract .
If a Term Bond is redeemed under the optional redemption provisions , d efeased or purchased by
the City and surrendered for cancellation , the principal amount of the Term Bond so redeemed ,
defeased or purchased (irrespective of its actual redemption or purchase price) shall be credited
against one or more scheduled mandatory redemption installments for that Term Bond . The City
shall determine the manner in which the credit is to be allocated and shall notify the Bond Registrar
in writing of its allocation prior to the earliest mandatory redemption date for that Term Bond for
which notice of redemption has not already been given .
(c ) Selection of Bonds for Redemption ; Partial Redemption . If fewer than all of the
outstanding Bonds are to be redeemed at the option of the City , the City shall select the Series and
maturities to be redeemed . If fewer than all of the outstanding Bonds of a maturity of a Series are
to be redeemed , the Securities Depository shall select Bonds registered in the name of the
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FG : 101196401 . 2
Securities Depository to be redeemed in accordance with the Letter of Representations , and the
Bond Registrar shall select all other Bonds to be redeemed randomly in such manner as the Bond
Registrar shall determine . All or a portion of the principal amount of any Bond that is to be
redeemed may be redeemed in any Authorized Denomination . If less than all of the outstanding
principal amount of any Bond is redeemed , upon surrender of that Bond to the Bond Registrar,
there shall be issued to the Registered Owner, without charge , a new Bond ( or Bonds , at the option
of the Registered Owner) of the same Series , maturity and interest rate in any Authorized
Denomination in the aggregate principal amount to remain outstanding .
(d ) Notice of Redemption . Notice of redemption of each Bond registered in the name
of the Securities Depository shall be given in accordance with the Letter of Representations .
Notice of redemption of each other Bond , unless waived by the Registered Owner, shall be given
by the Bond Registrar not less than 20 nor more than 60 days prior to the date fixed for redemption
by first - class mail , postage prepaid , to the Registered Owner at the address appearing on the Bond
Register on the Record Date . The requirements of the preceding sentence shall be satisfied when
notice has been mailed as so provided , whether or not it is actually received by an Owner . In
addition , the redemption notice shall be mailed or sent electronically within the same period to the
MSRB (if required under the Undertaking) , to each Rating Agency , and to such other persons and
with such additional information as the Finance Director shall determine , but these additional
mailings shall not be a condition precedent to the redemption of any Bond .
(e ) Rescission of Optional Redemption Notice . In the case of an optional redemption ,
the notice of redemption may state that the City retains the right to rescind the redemption notice
and the redemption by giving a notice of rescission to the affected Registered Owners at any time
on or prior to the date fixed for redemption . Any notice of optional redemption that is so rescinded
shall be of no effect , and each Bond for which a notice of optional redemption has been rescinded
shall remain outstanding .
(f) Effect of Redemption . Interest on each Bond called for redemption shall cease to
accrue on the date fixed for redemption , unless either the notice of optional redemption is rescinded
as set forth above , or money sufficient to effect such redemption is not on deposit in the Bond
Fund or in a trust account established to refund or defease the Bond .
(g) Purchase of Bonds . The City reserves the right to purchase any or all of the Bonds
offered to the City at any time at any price acceptable to the City plus accrued interest to the date
of purchase .
Section 10 . Failure To Pay Bonds . If the principal of any Bond is not paid when the
Bond is properly presented at its maturity or date fixed for redemption , the City shall be obligated
to pay interest on that Bond at the same rate provided in the Bond from and after its maturity or
date fixed for redemption until that Bond , both principal and interest , is paid in full or until
sufficient money for its payment in full is on deposit in the Bond Fund , or in a trust account
established to refund or defease the Bond , and the Bond has been called for payment by giving
notice of that call to the Registered Owner .
Section 11 . Pledge of Taxes . The Bonds constitute a general indebtedness of the City
and are payable from tax revenues of the City and such other money as is lawfully available and
pledged by the City for the payment of principal of and interest on the Bonds . For as long as any
of the Bonds are outstanding , the City irrevocably pledges that it shall , in the manner provided by
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law within the constitutional and statutory limitations provided by law without the assent of the
voters , include in its annual property tax levy amounts sufficient , together with other money that
is lawfully available , to pay principal of and interest on the Bonds as the same become due . The
full faith , credit and resources of the City are pledged irrevocably for the prompt payment of the
principal of and interest on the Bonds and such pledge shall be enforceable in mandamus against
the City .
Section 12 . Tax Covenants .
(a) Preservation of Tax Exemption for Interest on Bonds . The City covenants that it
will take all actions necessary to prevent interest on the Bonds from being included in gross income
for federal income tax purposes , and it will neither take any action nor make or permit any use of
proceeds of the Bonds or other funds of the City treated as proceeds of the Bonds that will cause
interest on the Bonds to be included in gross income for federal income tax purposes . The City
also covenants that it will, to the extent the arbitrage rebate requirements of Section 148 of the
Code are applicable to the Bonds , take all actions necessary to comply (or to be treated as having
complied ) with those requirements in connection with the Bonds .
(b ) Post-Issuance Compliance . The Finance Director is authorized and directed to
review and revise the City ' s written procedures to facilitate compliance by the City with the
covenants in this ordinance and the applicable requirements of the Code that must be satisfied after
the Issue Date to prevent interest on the Bonds from being included in gross income for federal
tax purposes .
(c ) Designation of Bonds as " Qualified Tax -Exempt Obligations . " A Series of the
ignated as " qualified tax - exempt obligations " for the purposes of
Bonds may be des
Section 265 (b ) (3 ) of the Code , if the following conditions are met :
( 1 ) the Series d o not constitute "private activity bonds " within the meaning of
Section 141 of the Code ;
(2 ) the reasonably anticipated amount of tax - exempt obligations (other than
private activity bonds and other obligations not required to be included in
such calculation) that the City and any entity subordinate to the City
(icluding any entity that the City controls , that derives its authority to issue
tax - exempt obligations from the City , or that issues tax - exempt obligations
on behalf of the City) will issue during the calendar year in which the Series
is issued will not texceed $ 10 , 000 , 000 ; and
(3 ) the amount of tax - exempt obligations , including the Series , designated by
the City as " qualified tax - exempt obligations " for the purposes of
Section 265 (b ) (3 ) of the Code during the calendar year in which the Series
is issued does not exceed $ 10 , 000 , 000 .
Section 13 . Refunding or Defeasance of the Bonds . The City may issue refunding
bonds pursuant to State law or use money available from any other lawful source to carry out a
refunding or defeasance plan , which may include (a) paying when due the principal of and interest
on any or all of the Bonds (the " defeased Bonds ") ; (b ) redeeming the defeased Bonds prior to their
maturity ; and ( c) paying the costs of the refunding or defeasance . If the City sets aside in a special
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FG : 101196401 . 2
trust fund or escrow account irrevocably pledged to that redemption or defeasance (the "trust
account " ) , money and /or Government Obligations maturing at a time or times and bearing interest
in amounts sufficient to redeem, refund or defease the defeased Bonds in accordance with their
terms , then all right and interest of the Owners of the defeased Bonds in the covenants of this
ordinance and in the funds and accounts obligated to the payment of the defeased Bonds shall
cease and become void . Thereafter, the Owners of defeased Bonds shall have the right to receive
payment of the principal of and interest on the defeased Bonds solely from the trust account and
the defeased Bonds shall be deemed no longer outstanding . In that event , the City may apply
money remaining in any fund or account (other than the trust account ) established for the payment
or redemption of the defeased Bonds to any lawful purpose .
Unless otherwise specified by the City in a refunding or defeasance plan , notice of
refunding or defeasance shall be given , and selection of Bonds for any partial refunding or
defeasance shall be conducted , in the manner prescribed in this ordinance for the redemption of
Bonds .
Section 14 . Sale and Delivery of the Bonds .
(a) Manner of Sale of Bonds; Delivery of Bonds . The Designated Representative is
authorized to sell each Series of the Bonds by negotiated sale or private placement based on the
assessment of the Designated Representative of market conditions , in consultation with
appropriate City officials and staff, Bond Counsel and other advisors . In determining the method
of sale of a Series and accepting the Final Terms , the Designated Representative shall take into
account those factors that , in the judgment of the Designated Representative , may be expected to
result in the lowest true interest cost to the City .
(b ) Procedure for Negotiated Sale or Private Placement . If the Designated
Representative determines that a Series of the Bonds is to be sold by negotiated sale or private
placement , the Designated Representative shall select one or more Purchasers with which to
negotiate such sale . The Bond Purchase Contract for each Series of the Bonds shall set forth the
Final Terms . The Designated Representative is authorized to execute the Bond Purchase Contract
on behalf of the City , so long as the terms provided therein are consistent with the terms of this
ordinance .
(c ) Preparation, Execution and Delivery of the Bonds . The Bonds will be prepared at
City expense and will be delivered to the Purchaser in accordance with the Bond Purchase
Contract , together with the approving legal opinion of Bond Counsel regarding the Bonds .
Section 15 . Official Statement .
(a) Preliminary Official Statement Deemed Final . The Designated Representative
shall review and , if acceptable , approve the preliminary Official Statement prepared in connection
with each sale of a Series of the Bonds to the public or through a Purchaser as a placement agent.
For the sole purpose of the Purchaser ' s compliance with paragraph (b ) ( 1 ) of Rule 15c2 - 12 , if
applicable , the Designated Representative is authorized to deem that preliminary Official
Statement final as of its date , except for the omission of information permitted to be omitted by
Rule 15c2 - 12 . The City approves the distribution to potential purchasers of the Bonds of a
preliminary Official Statement that has been approved by the Designated Representative and been
deemed final , if applicable , in accordance with this subsection .
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FG * 101196401 . 2
(b ) Approval of Final Official Statement . The City approves the preparation of a final
Official Statement for each Series of the Bonds to be sold to the public in the form of the
preliminary Official Statement that has been approved and deemed final in accordance with
subsection (a) , with such modifications and amendments as the Designated Representative deems
necessary or desirable , and further authorizes the Designated Representative to execute and deliver
such final Official Statement to the Purchaser if required under Rule 15c242 . The City authorizes
and approves the distribution by the Purchaser of the final Official Statement so executed and
delivered to purchasers and potential purchasers of a Series of the Bonds .
Section 16 . Undertaking to Provide Continuing Disclosure . To meet the requirements
of paragraph (b ) ( 5 ) of Rule 15 c2 - 12 , as applicable to a participating and erwriter for the B and s , the
City makes the following written undertaking (the "Undertaking ") for the benefit of holders of the
Bonds :
(a) Undertaking- to Provide Annual Financial Information and Notice of Listed Events .
The City undertakes to provide or cause to be provided , either directly or through a designated
agent , to the MSRB , in an electronic format as prescribed by the MSRB , accompanied by
identifying information as prescribed by the MSRB :
( 1 ) Annual financial information and operating data of the type included in the
c
final official statement for the Bonds and described in paragraph (b ) (" annual financial
information" ) ;
(2 ) Timely notice (not in excess of 10 business days after the occurrence of the
event ) of the occurrence of any of the following events with respect to the Bonds : (A ) principal
and interest payment delinquencies ; (B ) non -payment related defaults , if material ;
( C ) unscheduled draws on debt service reserves reflecting financial difficulties ; (D ) unscheduled
draws on credit enhancements reflecting financial difficulties ; (E ) substitution of credit or liquidity
providers , or their failure to perform; (F ) adverse tax opinions , the issuance by the Internal
Revenue Service of proposed or final determinations of taxability , Notice of Proposed Issue (IRS
Form 5701 — TEB ) or other material notices or determinations with respect to the tax status of the
Bonds ; ( G ) modifications to rights of holders of the Bonds , if material ; (H ) bond calls (other than
scheduled mandatory redemptions of Term Bonds ) , if material , and tender offers ; (I ) defeasances ;
(J) release , substitution , or sale of property securing repayment of the Bonds , if material ; (K) rating
changes ; (L ) bankruptcy , insolvency , receivership or similar event of the City , as such
"Bankruptcy Events " are defined in Rule 15c2 - 12 ; (M) the consummation of a merger,
consolidation, or acquisition involving the City or the sale of all or substantially all of the assets
of the City other than in the ordinary course of business , the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement relating to any such actions ,
other than pursuant to its terms , if material ; (N ) appointment of a successor or additional trustee
or the change of name of a trustee , if material ; (0 ) ncurrence of a financial obligation of the City
or obligated person , if material , or agreement to covenants , events of default , remedies , priority
rights , or other similar terms of a financial obligation of the City or obligated person , any of which
affect security holders , if material ; and (P ) default , event of acceleration , termination event,
modification of terms , or other similar events under the terms of the financial obligation of the
City or obligated person , any of which reflect financial difficulties . The term " financial obligation"
means a (i) debt obligation ; (ii) derivative instrument entered into in connection with , or pledged
as security or a source of payment for, an existing or planned debt obligation ; or (iii) guarantee of
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FG : 101196401 . 2
( i) or ( ii) . The term " financial obligation" shall not include municipal securities as to which a final
official statement has been provided to the MSRB consistent with Rule 15c242 .
( 3 ) Timely notice of a failure by the City to provide required annual financial
information on or before the date specified in paragraph (b ) .
(b ) Type of Annual Financial Information Undertaken to be Provided . The annual
financial information that the City undertakes to provide in paragraph ( a) :
( 1 ) Shall consist of (A ) annual financial statements prepared (except as noted
in the financial statements ) in accordance with applicable generally accepted accounting principles
applicable to local governmental units of the State such as the City , as such principles may be
changed from time to time , which statements may be unaudited , provided , that if and when audited
financial statements are prepared and available they will be provided ; (B ) principal amount of
general obligation bonds outstanding at the end of the applicable fiscal year ; (C ) assessed valuation
for that fiscal year ; and (D ) regular property tax levy rate and regular property tax levy rate limit
for the fiscal year ;
(2 ) Shall be provided not later than the last day of the ninth month after the end
of each fiscal year of the City ( currently , a fiscal year ending December 31 ) , as such fiscal year
may be changed as required or permitted by State law , commencing with the City ' s fiscal year
ending December 31 , 2023 ; and
( 3 ) May be provided in a single or multiple documents , and may be
incorporated by specific reference to documents available to the public on the Internet website of
the MSRB or filed with the SEC .
(c ) Amendment of Undertaking . This Undertaking is subject to amendment after the
primary offering of the Bonds without the consent of any holder of any Bond , or of any broker,
dealer, municipal securities dealer, participating underwriter, Rating Agency or the MSRB , under
the circumstances and in the manner permitted by Rule 15c2 - 12 . The City will give notice to the
MSRB of the substance ( or provide a copy) of any amendment to the Undertaking and a brief
statement of the reasons forthe amendment . If the amendment changes the type of annual financial
information to be provided , the annual financial information containing the amended financial
information will include a narrative explanation of the effect of that change on the type of
information to be provided .
( d ) Beneficiaries . This Undertaking shall inure to the benefit of the City and the holder
of each Bond , and shall not inure to the benefit of or create any rights in any other person .
(e) Termination of Undertaking . The City ' s obligations under this Undertaking shall
terminate upon the redemption , maturity or legal defeasance of all of the Bonds . In addition , the
City ' s obligations under this Undertaking shall terminate if the provisions of Rule 15c2 - 12 that
require the City to comply with this Undertaking become legally inapplicable in respect of the
Bonds for any reason , as confirmed by an opinion of Bond Counsel delivered to the City , and the
ides timely notice of such termination to the MSRB .
City prov
(f) Remedy for Failure to Comply with Undertaking . As soon as practicable after the
City learns of any failure to comply with this Undertaking , the City will proceed with due diligence
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FG : 101196401 . 2
to cause such noncompliance to be corrected . No failure by the City or other obligated person to
comply with this Undertaking shall constitute an event of default . The sole remedy of any holder
of a Bond shall be to take action to compel the City or other obligated person to comply with this
Undertaking , including seeking an order of specific performance from an appropriate court .
(g ) Designation of Official Responsible to Administer Undertaking . The Finance
Director or the designee of the Finance Director is the person designated , in accordance with the
Bond Ordinance , to carry out the Undertaking in accordance with Rule 15c242 , including , without
limitation , the following actions :
( 1 ) Preparing and filing the annual financial information undertaken to be
provided ;
(2 ) Determining whether any event specified in paragraph (a) has occurred ,
assessing its materiality , where necessary , with respect to the Bonds , and preparing and
disseminating any required notice of its occurrence ;
( 3 ) Determining whether any person other than the City is an " obligated
person" within the meaning of Rule 15c242 with respect to the Bonds , and obtaining from such
person an undertaking to provide any annual financial information and notice of listed events for
that person required under Rule 15c242 ;
(4 ) Selecting , engaging and compensating designated agents and consultants ,
including financial advisors and legal counsel , to assist and advise the City in carrying out this
Undertaking ; and
( 5 ) Effecting any necessary amendment of this undertaking .
Section 17 . Supplemental and Amendatory Ordinances . The City may supplement or
amend this ordinance for any one or more of the following purposes without the consent of any
Owners of the Bonds .
(a) To add covenants and agreements that do not materially adversely affect the
interests of Owners , or to surrender any right or power reserved to or conferred upon the City .
(b ) To cure any ambiguities , or to cure , correct or supplement any defective provision
contained in this ordinance in a manner that does not materially adversely affect the interest of the
Beneficial Owners of the Bonds .
Section 18 . General Authorization and Ratification . The Mayor (or Mayor Pro Tem) ,
City Administrator, City Clerk , Designated Representative and other appropriate officers of the
City are severally authorized to take such actions and to execute such documents as in their
judgment may be necessary or desirable to carry out the transactions contemplated in connection
with this ordinance , and to do everything necessary for the prompt delivery of each Series of the
Bonds to the Purchaser thereof and for the proper application , use and investment of the proceeds
of the Bonds . All actions taken prior to the effective date of this ordinance in furtherance of the
purposes described in this ordinance and not inconsistent with the terms of this ordinance are
ratified and confirmed in all respects .
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FG * 101196401 . 2
Section 19. Severability. The provisions of this ordinance are declared to be separate
and severable. If a court of competent jurisdiction, all appeals having been exhausted or all appeal
periods having run, finds any provision of this ordinance to be invalid or unenforceable as to any
person or circumstance, such offending provision shall, if feasible, be deemed to be modified to
be within the limits of enforceability or validity. However, if the offending provision cannot be
so modified,it shall be null and void with respect to the particular person or circumstance, and all
other provisions of this ordinance in all other respects, and the offending provision with respect to
all other persons and all other circumstances, shall remain valid and enforceable.
Section 20. Effective Date of Ordinance. This ordinance shall take effect and be in
force from and after its passage and five days following its publication as required by law.
PASSED by the City Council and APPROVED by the Mayor of the City of Camas,
Washington, at an open public meeting thereof,this 3rd day of A , 2023.
M yor
ATTEST:
City Clerk
APPROVED AS TO FORM:
AwqkwAqu�
Bond Coun 1
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FG: 101196401.2
CERTIFICATION
I , the undersigned , City Clerk of the City of Camas , Washington (the Clty ) , hereby
certify as follows :
1 . The attached copy of Ordinance No . 23 - 003 (the " Ordinance " ) is a full , true and
correct copy of an ordinance duly passed at a regular meeting of the City Council of the City held
at the regular meeting place thereof on April 3 , 2023 , as that ordinance appears on the minute book
of the City .
2 . That said meeting was duly convened , held and included an opportunity for public
comment , in all respects in accordance with law ; due and proper notice of such meeting was given ;
that a legal quorum of the members of the City Council was present throughout the meeting ; and
a majority of the members voted in the proper manner for the passage of the Ordinance .
3 . The Ordinance will be in full force and effect five days after publication In the
City ' s official newspaper , which publication date is April 13 , 2023 .
Dated : April 3 , 2023 .
CITY OF CAMAS , WASHINGTON
City Clerk
FG : 101196401 . 2