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HomeMy WebLinkAbout1995-053 Sale of General Obligation Bonds ORDINANCE NO 95 110 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF YAKIMA, WASHINGTON, PROVIDING FOR THE ISSUANCE AND SALE OF GENERAL OBLIGATION BONDS OF THE CITY IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $6,000,000, FOR THE PURPOSE OF PROVIDING FUNDS TO ACQUIRE, CONSTRUCT AND EQUIP IMPROVEMENTS TO THE CONVENTION CENTER FACILITIES OF THE CITY, SUBJECT TO THE APPROVAL OF THE TERMS OF THE SALE OF SUCH BONDS BY THE CITY COUNCIL, PROVIDING THE FORM OF THE BONDS TO BE ISSUED AND PLEDGING THE CITY'S HOTEL AND MOTEL TAXES TO PAY THE PRINCIPAL THEREOF AND INTEREST THEREON, AUTHORIZING A PRELIMINARY OFFICIAL STATEMENT, AND APPROVING THE SALE OF SUCH BONDS WHEREAS, the City of Yakima, Washington (the "City") has determined it is necessary to expand and improve its Convention Center because of increased competition from newer and larger facilities around the state resulting in decreased convention bookings and decreased revenues to the Yakima Valley; and 111 WHEREAS, the City will finance a portion of the expansion and improvement of the Convention Center through the issuance of limited tax general obligation bonds in an amount not to exceed $6,000,000 (the "Bonds "), the terms, maturities, date and interest rates of which will be set at a later date by resolution of the City Council of the City (the "Council "); and WHEREAS, the City will pledge the proceeds of the hotel and motel excise taxes collected by it to the payment of the Bonds; and WHEREAS, the City will seek matching state capital grants to pay for the balance of the $12 million expansion; and WHEREAS, it appears to the City Council that it is in the best interest of the City that the Bonds be sold to Seattle- Northwest .Secunties Corporation as provided by this Ordinance; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF YAKIMA, WASHINGTON, AS FOLLOWS 410 Section 1 pefirutiong. As used in this ordinance, the following words shall have the following meanings: • "Arbitrage and Tax Certification" means the certificate executed by the City pertaining to the calculation and payment of any Rebate Amount with respect to the Bonds. "Bond Fund" means the Limited Tax General Obligation Convention Center Bond Fund established pursuant to Section 10 of this ordinance. "Bond Register" means the registration books for the Bonds, maintained by the Bond Registrar, for the purpose of complying with the requirements of Section 149 of the Internal Revenue Code of 1986, as amended, and listing, inter gia, the names and addresses of all registered owners of Bonds. "Bond Registrar" means the fiscal agency of the State of Washington in either Seattle, Washington, or New York, New York, for the purposes of registering and authenticating the Bonds, maintaining the Bond Register, effecting transfer of ownership of the Bonds and paying interest on and principal of the Bonds. "Bond or Bonds" means all or a portion of the $6,000,000 of City of Yakima, ( i Washington, Limited Tax General Obligation Convention Center Bonds issued pursuant to this ordinance. "City" means City of Yakima, Washington, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Washington. "City Council" means the duly constituted City Council as the general legislative authority of the City "Code" means the federal Internal Revenue Code of 1986, as amended from time to time, and the applicable regulations thereunder "Commission" means the Securities and Exchange Commission. "Construction Fund" means the special fund of the City established in the office of the Director of Finance and Budget, designated as the Convention Center Capital Improvement Fund (Fund No 370), into which fund certain proceeds of the Bonds shall be deposited. -2- J11.5 ooc t., "MSRB" means the Municipal Securities Rulemaking Board or any successor to its dip functions. "NRMSIR" means a nationally recognized municipal securities information repository "Rebate Amount" means the amount, if any, determined to be payable with respect to the Bonds by the City to the United States of America in accordance with Section 148(f) of the Code. "'Rule" means the Commission's Rule 15c2 -12 under the Securities and Exchange Act of 1934, as the same may be amended from time to time. "SID" means a state information depository for the State of Washington (if one is created) "Term Bonds" means Bonds of matunties to be designated at 'a later date through a resolution of the Council for which mandatory redemption is required. "Underwriter" means Seattle- Northwest Securities Corporation. Section 2. Authorization of Bonds. The City shall issue and sell the $6,000,000 of do general obligation bonds for the purpose of providing the funds required to pay for the cost of acquiring, constructing and equipping improvements to the Convention Center facilities of the City as described in Attachment A and paying costs of issuance of said bonds. Said bonds shall be designated as the "City of Yakima, Washington, Limited Tax General Obligation Convention Center Bonds," shall be fully registered as to both principal and interest, shall be m the denomination of $5,000 each, or any integral multiple thereof, provided that no Bond shall represent more than one maturity, shall be numbered separately in such manner and with any additional designation as the Bond Registrar deems necessary for purposes of identification, and shall bear interest from their date, payable semiannually on the first days of each succeeding December and June. The date of issue, principal amount, optimal and mandatory redemption provision, interest payment date, pnncipal payment date, rates of interest and the schedule of maturities for the Bonds shall be as set forth in the purchase contract described in Section 13 hereof and hereafter approved by resolution of the Council. -3- ,rAFLaawo2.00c Section 3 Registration and Exchange. The Bonds shall be in registered form as to alp both pnncipal and interest. The Bond Registrar shall maintain the Bond Register Such Bond Register shall contain the name and mailing address of the owner of each Bond or nominee of such owner and the principal amount and number of Bonds held by each owner or nominee. Upon surrender thereof,to the Bond Registrar, the Bonds are interchangeable for Bonds in any authorized denomination of an equal aggregate principal amount and of the same interest rate and maturity Bonds may be transferred only if endorsed in the manner provided thereon and surrendered to the Bond Registrar Such exchange or transfer shall be without cost to the owner or transferee. Interest on the Bonds shall be calculated on the basis of a year of 360 days and twelve 30 -day months, and both principal of and interest on the Bonds shall be payable in lawful money of the United States of America. Interest on the Bonds shall be paid by check or draft mailed (on the date such interest is due) to the registered owners or assigns at the addresses appearing on the Bond Register as of the 15th day of the month preceding the interest payment date. Principal of the Bonds shall be payable upon presentation and surrender of the Bonds by the registered owners IMP at the pnncipal offices of either of the fiscal agencies of the State of Washington in the cities of Seattle, Washington, or New York, New York, at the option of such owners. Section 4 Optional and Mandatory Redemption and Purchase of Bonds. (a) Optional and Mandatory Redemption. The optional and mandatory redemption schedules for the Bonds shall be determined at a later date by resolution of the Council. (c) Selection of Bonds for Redemption. The Bond Registrar shall select the Bonds within each maturity to be redeemed in a random fashion deemed reasonable by the Bond Registrar If Bonds are called for redemption, portions of the principal amount of Bonds in installments of $5,000 or any integral multiple of S5,000 may be redeemed. If less than all of the principal amount of any Bond is redeemed, upon surrender of such Bond at the principal office of it the Bond Registrar there shall be issued to the registered owner, without charge therefor, for the -4- .riFLPV/140MBOOP2.00C then unredeemed balance of the principal amount thereof, a new Bond or Bonds, at the option of ii, the registered owner, of like maturity and interest rate in any denomination authorized by this ordinance. (d) Purchase of Bonds. The City also reserves the right to purchase any of the Bonds offered to the City at any time at a price deemed reasonable to the City Purchases of Term Bonds may be credited against the next succeeding Term Bond redemption requirement. Section 5 Notice of Redemption. (a) Official Notice. Unless waived by any owner of Bonds to be redeemed, official notice of any such redemption shall be given by the Bond Registrar on behalf of the City by mailing a copy of an official redemption notice by first class mail at least 30 days and not more than 60 days prior to the date fixed for redemption to the registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is 6 furnished in wnttng by such registered owner to the Bond Registrar do All official notices of redemption shall be dated and shall state: i the redemption date, O P (ii) the redemption price, (iii) if fewer than all outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed, (iv) that on the redemption date the redemption pnce will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, and (v) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal office of the Bond Registrar On or prior to any redemption date, the City shall deposit with the Bond Registrar an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds jp, which are to be redeemed on that date. -5- .rooaz. The Bond Registrar shall provide additional notice of optional redemption (at least 30 days) to each NRMSIR and SID, if any, in accordance with Section 16 hereof. eh (b) Effect of Notice: Bonds Due. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Bond Registrar at the redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered owner a new Bond or Bonds of the same maturity in the amount of the unpaid principal. All Bonds which have been redeemed shall be canceled and destroyed by the Bond Registrar and shall not be reissued. (c) Additional Notice. In addition to the foregoing notice, further notice shall be given by the City as set out below, but no defect in said further notice nor any failure to give all eb or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. (i) Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (A) the CUSIP numbers of all Bonds being redeemed, (B) the date of issue of the Bonds as originally issued, (C) the rate of interest borne by each Bond being redeemed; (D) the maturity date of each Bond being redeemed, and (E) any other descriptive information needed to identify accurately the Bonds being redeemed. (ii) Each further notice of redemption may be sent at least 35 days before the redemption date to one or more national information services that disseminate notices of redemption of obligations such as the Bonds (such as Moody's Investors Service and 4 10 -6- J1FLP OME OP2.ox Standard & Pooes Ratings Group at their respective offices in New York, New York) and to 40 Seattle - Northwest Securities Corporation, Seattle, Washington or to its business successor, if any (iii) 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 (d) Amendment of Notice Provisions. The foregoing notice provisions of this Section 5, 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 of redemption of municipal securities. Section 6 Form of Bonds. The Bonds shall be in substantially the following form. UNITED STATES OF AMERICA 0 NO $ STATE OF WASHINGTON CITY OF YAKIMA LIMITED TAX GENERAL OBLIGATION CONVENTION CENTER BONDS INTEREST RATE MATURITY DATE. CUSIP NO SEE REVERSE SIDE FOR CERTAIN ADDITIONAL PROVISIONS Registered Owner Principal Amount. The CITY OF YAKIMA, WASHINGTON (the "City "), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns, on the Maturity Date identified above, the Principal Amount indicated above and to pay interest thereon from 1, , 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 1, , and semiannually thereafter on the first days of each succeeding December and June. Both principal of and interest on this bond are payable m lawful money of 0 the United States of Amenca. Interest shall be paid by mailing a check or draft (on the date such interest is due) to the Registered Owner or assigns at the address shown on the Bond Register as -7- J: IFLRAHOMEIOOPIDOC of the 1 Sth day of the month prior to the interest payment date. Principal shall be paid to the Registered Owner or assigns upon presentation and surrender of this bond at the principal office of the fiscal agencies of the State of Washington in either Seattle, Washington or New York, New York (collectively the "Bond Registrar "). Reference is hereby made to additional provisions of this bond set forth on the reverse side hereof and such additional provisions shall for all purposes have the same effect as if set forth in this space. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under Ordinance No and Resolution No of the City (together, the "Bond Ordinance ") until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Bond Registrar It is hereby certified that all acts, conditions and things required by the Constitution and statutes of the State of Washington to exist, to have happened, been done and performed precedent to and in the issuance of this bond have happened, been done and performed and that the issuance of this bond and the bonds of this issue does not violate any constitutional, statutory or other limitation upon the amount of bonded indebtedness that the City may incur IN WITNESS WHEREOF, the City of Yakima, Washington, has caused this bond to be executed by the manual or facsunile signature of its Mayor and attested by the manual or facsunile of the Clerk of the City, and the corporate seal of the City to be impressed or a facsimile thereof imprinted hereon as of this day of , 19 CITY OF YAKIMA, WASHINGTON By /s/ manual or facsimile Mayor ATTEST /s/ manual or facsimile City Clerk -8- J:IFLPIPHOMBOOP2 .DOC [FORM OF REVERSE SIDE OF BOND] ADDITIONAL PROVISIONS This bond is one of an authorized issue of bonds of like date and tenor, except as to number, amount, rate of interest and date of maturity in the aggregate principal amount of $ . and is issued for certain capital purposes pursuant to an ordinance authorizing the same. The bonds of this issue are issued under and in accordance with the provisions of the Constitution and applicable statutes of the State of Washington and ordinances duly adopted by the City Council, including the Bond Ordinance. The bonds of this issue maturing on or after , are subject to redemption at the option of the City at any time on or after , or on any interest payment date thereafter, in whole or in part (maturities to be selected by the City and within a maturity by lot in such manner as the Bond Registrar shall determine), at a price of par plus accrued interest, if any, to the redemption date. The bonds of this issue maturing on (which shall be deemed to be Term Bonds), shall be redeemed prior to maturity by lot (or paid at maturity), not later than in the years through and in principal amounts u set forth below, upon written notice as provided below, by payment of the principal amount thereof, together with the interest do accrued thereon to the date fixed for redemption. Ysat Asst Notice of any such intended redemption as provided above shall be given no fewer than 30 nor more than 60 days prior to said redemption date by first class mail, postage prepaid, to the Registered Owner of any bond to be redeemed at the address appearing on the Bond Register The requirements of the Bond Ordinance shall be deemed to be complied with when notice is mailed as therein provided, regardless of whether or not it is actually received by the owner of any bond. Interest on any bond so called for redemption shall cease on such redemption date unless the same is not paid in full upon presentation made pursuant to such call. Portions of the principal sum of this bond in installments of 85,000 or any integral multiple thereof may also be redeemed in accordance with the provisions set forth above, and if less than all of the principal sum hereof is to be redeemed, upon the surrender of this bond at the principal office of the Bond Registrar there shall be issued to the Registered Owner, without charge therefor, for the then unredeemed balance of the principal sum hereof at the option of the owner, a bond or bonds of like maturity and interest rate in any of the denominations authorized by the Bond Ordinance. The bonds of this issue are not 'private activity bonds" as such term is defined in the j p Internal Revenue Code of 1986, as amended (the "Code "). The bonds of this issue have -9- �+a.A.CINCO.:.00c been designated by the City as qualified tax- exempt obligations under Section 265(b) of the Code for banks, thrift inatltutlons and other financial institutions. The City hereby irrevocably covenants that it will levy hotel and motel excise taxes within the City, including, without limitation, taxes levied pursuant to RCW 67.28, and will levy taxes on all the taxable property within the City, within and as a part of the property tax levy permitted to cities without a vote of the people, all in amounts sufficient, with other monies legally available therefor, to pay the principal of and interest on the bonds of this issue as the same shall become due. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of such principal and interest. The pledge of tax levies may be discharged prior to maturity of the bonds by making provision for the payment thereof on the terms and conditions set forth in the Bond Ordinance. Bonds are interchangeable for bonds of any authorized denomination of equal aggregate principal amount and of the same interest rate and maturity upon presentation and surrender to the Bond Registrar The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were wntten out in full according to applicable laws or regulations. UNIF GIFTS (TRANSFERS) MIN ACT - Custodian (Cust) (Minor) under Uruform Gifts (Transfers) to Minors Act (State) Additional abbreviations may also be used though not in the list above. The Bond Registrar's Certificate of Authentication on the Bonds shall be in substantially the following form. CERTIFICATE OF AUTHENTICATION Date of Authentication. This bond is one of the bonds described in the within- mentioned Bond Ordinance and is one of the Limited Tax General Obligation Convention Center Bonds of the City, dated 1, 19 -10- JAFLPOHOME100P2.DOC WASHINGTON STATE. FISCAL AGENCY, as Bond Registrar By Authorized Signer (form of assignment) ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER OF TRANSFEREE (Please print or typewrite name and address, including zip code. of Transferee) the within bond and does hereby irrevocably constitute and appoint of , or its successor, as Bond Registrar to transfer said bond on the books kept for registration thereof with full power of substitution in the premises. DATED NOTE. The signature on this Assignment must correspond with the name of the registered owner as it appears upon the face of the within bond m every particular, without alteration or enlargement or any change whatever SIGNATURE GUARANTEED Section 7 Execution of Bonds. The Bonds shall be executed on behalf of the City with the manual or facsimile signature of the Mayor, shall be attested by the manual or facsimile signature of the City Clerk, and the seal of the City shall be impressed or a facsimile thereof impnnted thereon. Only such Bonds as shall bear thereon a Certificate of Authentication in the form herembefore recited, manually executed by the Bond 'Registrar, shall be valid or obligatory for any -11- JARROMOMOCOP1DOC purpose or entitled to the benefits of this ordinance. Such Certificate of Authentication shall be 4110 conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this ordinance. In case either of the officers who shall have executed the Bonds shall cease to be officer or officers of the City before the Bonds so signed shall have been authenticated or delivered by the Bond Registrar, or issued by the City, such Bonds may nevertheless be authenticated, delivered and issued and upon such authentication, delivery and issuance, shall be as binding upon the City as though those who signed the same had continued to be such officers of the City Any Bond may also be signed and attested on behalf of the City by such persons who are at the actual date of delivery of such Bond the proper officers of the City although at the original date of such Bond any such person shall not have been such officer of the City Section 8 Bond Registrar The City hereby adopts the system of registration specified and approved by the Washington State Finance Committee. The Bond Registrar shall keep, or cause to be kept, at its principal corporate trust office, sufficient books for the ap registration and transfer of the Bonds which shall at all times be open to inspection by the City The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver the 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. The Bond Registrar may become the owner of Bonds with the same nghts 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 a member of or in any other capacity with respect to, any committee formed to protect the rights of Bond owners. Section 9 Application of Bond Proceeds for Capital Purposes. The net proceeds of the $6,000,000 par value of Bonds (except for accrued interest on such par amount, which shall be deposited m the Bond Fund and used to pay the accrued interest on the Bonds) shall be gilt -12- ,rAFLFASPHOMEIOOPIDOC deposited m the Construction Fund ,to be used to pay the cost,of issuing and selling the Bonds and the cost of the improvements as described in Attachment A hereof. Section 10 Pledge of Taxes and Credit. The Director of Finance and Budget is hereby authonzed and directed to create a fund to be used for the payment of debt service on the Bonds, to be designated as the "Limited Tax General Obligation Convention Center Bond Fund" (the "Bond Fund "). The City hereby irrevocably covenants and pledges to the payment of the principal of and interest on the Bonds the hotel and motel excise taxes collected by the City, including, without limitation, those taxes levied pursuant to RCW 67.28, and, unless the principal of and interest on the Bonds are paid from other sources, covenants that it will levy taxes on all of the taxable property within the City, within and as a part of the taxes permitted to cities without a vote of the people and in amounts sufficient to pay such principal and interest as the same shall become due. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of such taxes and for the prompt payment of such principal and interest. dlo Section 11 Defeasance. In the event that money and/or Government Obligations 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 part or all of the Bonds authorized hereunder m accordance with their terms, are set aside in a special account of the City to effect such redemption and retirement, and such moneys and the principal of and interest on such obligations are irrevocably set aside and pledged for such purpose, then no further payments need be made into the bond redemption fund of the City for the payment of the principal of and interest on the Bonds so provided for, and such Bonds shall cease to be entitled to any lien, benefit or security of this ordinance except the right to receive the moneys so set aside and pledged, and such Bonds shall be deemed not to be outstanding hereunder Within 60 days of any defeasance of Bonds the Bond Registrar shall provide notice of defeasance of Bonds to registered owners and each NRMSIR and SID, if any, in accordance with Section 16 hereof. IP -13- J:000az.00c Section 12. Covenants Regarding Arbitrage and Private Activity The City hereby covenants that it will not make any use of the proceeds of sale of the Bonds or any other funds of fib the City which may be deemed to be proceeds of such Bonds pursuant to Section 148 of the Code which will cause the Bonds to be "arbitrage bonds" within the meaning of said section and said Regulations. The City will comply with the requirements of Section 148 of the Code (or any successor provision thereof applicable to the Bonds) and the applicable Regulations thereunder throughout the term of the Bonds. The City will compute and pay the Rebate Amount, if any, to the United States of America at the times and in the amounts necessary to meet the requirements of the Code to maintain the federal income tax exemption for interest payments on the Bonds, in accordance with the Arbitrage and Tax Certification. The City further covenants that it will not take any action or permit any action to be taken that would cause the Bonds to constitute "pnvate activity bonds" under Section 141 of the Code Section 13 Sale of Bonds. The Director of Finance and Budget is authonzed to negotiate a purchase contract with Seattle- Northwest Secunties Corporation, Seattle, ISO Washington, to purchase such pnncipal amount of the Bonds as the Director of Finance and Budget shall determine at the pnce specified therein, plus accrued interest, if any, and under the terms and conditions thereof as provided in said offer and in this ordinance subject to approval of the terms thereof by resolution of the Council. The Bonds may be sold in one or more series. Section 14 Authorization of Temporary Bond. Until the definitive Bonds are prepared, the City may, if deemed necessary by the City Council, utilize a temporary Bond which shall be typewritten, and which shall be delivered to the purchaser or purchasers of the Bonds in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds. The temporary Bond shall be in a denomination of equal to the issue size, shall be numbered T -1, shall be substantially of the tenor of such definitive Bonds, but with such omissions, insertions and vanations as may be appropriate to temporary bonds, and shall be signed by the Mayor and City Clerk, with the seal of the City impressed thereon. 411 -14- JAFLPOHORISOOP2 .DOc Upon surrender to the City of the temporary Bond, the City, without charge to the holder, shall execute and deliver to the holder of the temporary Bond, in exchange therefor, definitive Bonds of the same maturities, interest rates, redemption provisions and aggregate principal amount as the temporary Bond, if any, surrendered. Until so exchanged, the temporary Bond shall be in all respects entitled to the same benefit and security as definitive Bonds executed and issued pursuant to this ordinance. Section 15 Approval of Preliminary Official Statement. The City hereby authorizes the preparation of a Preliminary Official Statement and authorizes the distribution of such Preliminary Official Statement by the Underwriter in connection with the offering of the Bonds. Pursuant to the Rule, the City will, by subsequent resolution, deem the Preliminary Official Statement as final as of its date except for the omission of information dependent upon the pricing of the issue and the completion of the underwriting agreement, such as offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, and other terms of the Bondi dependent on the foregoing matters. The City agrees to cooperate with 0 the Underwriter to deliver or cause to be delivered, within seven business days from the date of the Purchase Contract and in sufficient time to accompany any confirmation that requests payment from any customer of the Underwriter, copies of a final official statement in sufficient quantity to comply with paragraph (bX4) of the Rule and the rules of the MSRB Section 16 Undertaking to Provide Ongoing Disclosure. A. Contract / Undertaking. This section constitutes the City's written undertaking for the benefit of the owners of the Bonds as required by Section (bx5) 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 Commission in accordance with the Rule, the following annual financial information and operating data for the pnor fiscal year (commencing in 1997 for the fiscal year ended December 31, 1996) 1 Annual financial statements showing ending fund balances prepared in accordance with the Budget Accounting and Reportmg System prescribed by the Washington -15- J:1FLPa+iOMBOOP2 DOC 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 table "General Fund Operating Statement ", 2. The assessed valuation of taxable property in the City 3 Property taxes due, property taxes collected and property taxes delinquent; 4 Property tax levy rate per S1,000 of assessed valuation; and 5 Outstanding general obligation debt of the City Such annual information and operating data described above shall be provided on or before the expiration of nine months after the end of the City's fiscal year The City's current fiscal year 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 NRMSIR, the SID or to the Commission 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 the Budget Accounting and Reporting System prescribed by the Washington State 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 Matenal 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) Failure to pay principal of or interest on the Bonds when due; (2) Substitution of credit or liquidity provider, if any, or their failure to perform, (3) Unscheduled draws on credit enhancements for the Bonds, if any, reflecting financial difficulties, 41/ 41 -16- J OP2.DOC ii. the Bonds, (4) Adverse tax opinions or events adversely affecting the tax - exempt status of (5) Modifications to the rights of Bond owners; (6) Optional redemption of Bonds prior to their maturity; (7) Defeasance of the Bonds; (8) Rating changes for the Bonds; (9) Non - payment related defaults; (10) Unscheduled draws on the debt service reserves, if any, for the Bonds, reflecting financing difficulties; and (11) Release, substitution or sale of property, if any, securing repayment of the Bonds. With reference to items 10 and 11 above, there is no debt service reserve fund or account for the Bonds and no property secures the repayment thereof If future changes in the law permit ill such measures, and if the City subsequently chooses to establish such reserves or provide such property e as security City for the Bonds, the Ci will provide notice of such establishment or provision and provide notices of matenal events relating thereto, should such events occur 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 described m 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 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 JD NRMSIR and the SID, if any, of such opinion and the cancellation of this section. -17- J:IFLPV01401ABOOP2 .00c Notwithstanding any other provision of this ordinance, the City may amend this Section 16, and any provision of this Section 16 may be waived, provided that the following 4110 conditions are satisfied 1 If the amendment or waiver relates to the provisions of Sections 16 B (1) -(5) or C, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the City with.respect to the Bonds, or the type of business conducted, 2 The undertaking, as amended or taking into account such waiver, would, m the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the onginal issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and 3 The amendment or waiver either (i) is approved by the owners of the Bonds or (u) does not, in the opuuon of nationally recognized bond counsel, materially impair the interests of the owners or beneficial owners of the Bonds. lip In the event of any amendment or waiver of a provision of this Section 16, 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 principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a matenal event under subsection C, and (u) the annual report for the year m 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 pnnciples and those prepared on the basis of the former accounting principles. F Bond Owner's Remedies Under This Section. A Bond Owner's or Beneficial Owner's right to enforce the provisions of this section shall be limited to a nght to obtain specific 4 6 enforcement of the City's obligations hereunder, and any failure by the City to comply with the -18- J: F1. oon.00c provisions of this undertaking shall not be an event of default with respect to, the Bonds under this dip ordinance. For purposes of this section, 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. Section 17 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 of this ordinance and shall in no way affect the validity of the other provisions of this ordinance or of the Bonds. Section 18 Effective Date. This ordinance shall become effective thirty days from and after its passage, approval and publication, as required by law PASSED BY THE CITY COUNCIL OF THE CITY OF YAKIMA, WASHINGTON at a regular meeting thereof this 17th day of October, 1995 0 CITY OF Y AKIMA, WASHINGTON 0:euf <.& Mayor ATTEST Ala -- City Clerk APPROVED AS TO FORM. City Attorney O -19- J: WIJNIHOIASOOF02DOC CERTIFICATE I, the undersigned, Clerk of the City of Yakima, Washington (the "City "), and keeper of 4011 the records of the City Council (the "Council"), DO HEREBY CERTIFY 1 That the attached ordinance numbered (the "Ordinance ") is a true and correct copy of an ordinance of the City, as finally passed at a regular meeting of the Council held on the 17th day of October, 1995, and duly recorded in my office. 2. That said meeting was duly convened and held in all respects in accordance with law, and to the extent required by law, due and proper notice of such special 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 the Ordinance; that all other requirements and proceedings incident to the proper passage of the 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 and affixed the official seal of the lib City of Yakima, Washington this 17th day of October, 1995 [City Seal] City Clerk ATTACHMENT A Summary of Scope of Work, Convention Center 1 Remodeling Existing Facility Scope of Work. a. Upgrade existing Rooms A, B, C and D b Existing operable walls to be refurbished. c. Upgrade existing lobby d. Kitchen remodel. e. Convert Conference Room to administration offices. f. Exterior sign upgrade. 2 New Construction. Addition to the North. Scope of Work. a. Configure expanded floor plan to allow future expansion. b Provide new operable walls as dictated by new floor plan. c. Add new event space contiguous to existing rooms, including adding new break rooms.