HomeMy WebLinkAbout2020-002 Limited Tax General Obligation and Refunding BondORDINANCE NO. 2020-002
AN ORDINANCE of the City Council of the City of Yakima,
Washington, authorizing the issuance of one or more series of
Limited Tax General Obligation and Refunding Bonds in the
aggregate principal amount of not to exceed $28,000,000 to finance
costs related to the expansion, improvement and rehabilitation of
the Yakima Convention Center, to refund certain outstanding
obligations of the City, and to pay the costs of issuance for each
series of bonds; providing the form, terms and covenants of the
bonds; delegating the authority to approve the final terms of the
bonds; and providing for other matters relating thereto.
Passed February 18, 2020
PREPARED BY:
PACIFICA LAW GROUP LLP
Seattle, Washington
CITY OF YAKIMA, WASHINGTON
ORDINANCE NO. 2020-002
TABLE OF CONTENTS*
Page
Section 1. Definitions 4
Section 2. Authorization of the Convention Center Project 10
Section 3. Authorization and Description of Bonds 11
Section 4. Registration, Exchange and Payments 11
Section 5. Redemption Prior to Maturity and Purchase of Bonds 15
Section 6. Form of Bonds 19
Section 7. Execution of Bonds 19
Section 8. Application of Bond Proceeds; Project Fund; Refunding Plan 20
Section 9. Tax Covenants 22
Section 10. Debt Service Fund; Pledge of Security 23
Section 11. Defeasance 25
Section 12. Sale of Bonds 26
Section 13. Preliminary and Final Official Statements 28
Section 14. Undertaking to Provide Ongoing Disclosure; Covenants 28
Section 15. Lost, Stolen or Destroyed Bonds 28
Section 16. Severability; Ratification 28
Section 17. Corrections by City Clerk 29
Section 18. Effective Date 29
Exhibit A: Form of Bond
* This Table of Contents is provided for convenience only and is not a part of this ordinance.
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ORDINANCE NO. 2020-002
AN ORDINANCE of the City Council of the City of Yakima, Washington,
authorizing the issuance of one or more series of Limited Tax General Obligation
and Refunding Bonds in the aggregate principal amount of not to exceed
$28,000,000 to finance costs related to the expansion, improvement and
rehabilitation of the Yakima Convention Center, to refund certain outstanding
obligations of the City, and to pay the costs of issuance for each series of bonds;
providing the form, terms and covenants of the bonds; delegating the authority to
approve the final terms of the bonds; and providing for other matters relating
thereto.
WHEREAS, pursuant to chapter 35.57 of the Revised Code of Washington ("RCW') and an
Interlocal Agreement dated July 25, 2001, as amended (the "Interlocal Agreement"), the City of
Yakima, Washington (the "City") and the Cities of Selah and Union Gap, Washington (together with
the City, the "Cities"), created the Yakima Regional Public Facilities District (the "District"); and
WHEREAS, the District is authorized by chapter 35.57 RCW and the Interlocal Agreement to
acquire, construct, own, remodel, maintain, rehabilitate, repair, finance and operate one or more
"regional centers" as defined in RCW 35.57.020, including, but not limited to, convention, conference
or special event centers, or any combination of such facilities, with associated parking; and
WHEREAS, the District, as authorized by RCW 82.14.390, imposed a 0.033% sales and use
tax (the "Convention Center Sales Tax") and as authorized by RCW 82.14.485, imposed a 0.025%
sales and use tax (the "Capitol Theatre Sales Tax," and together, the "Sales Tax"), to assist in
financing the design, development, acquisition, construction, operation, rehabilitation, improvement
and management of qualifying "regional centers"; and
WHEREAS, the Sales Tax operates to shift 0.033% and 0.025%, respectively, of the retail
sales and use taxes generated within the District boundaries to the District; and
WHEREAS, pursuant to chapter 67.28 RCW, the City imposes a hotel/motel tax at a rate of
5% (2% of which is levied pursuant to RCW 67.28.150 and RCW 67.28.160, and 3% of which is levied
pursuant to authorization adopted by the Washington Legislature in 1995 under RCW 67.28.240) (the
"Hotel/Motel Tax"); and
WHEREAS, revenue received from the Hotel/Motel Tax may be used for the construction and
operation of stadiums, convention centers, performing arts centers or visual arts facilities; and
WHEREAS, the City owns and the District operates the Yakima Convention Center (the
"Convention Center"), a "regional center" within the meaning of chapter 35.57 RCW and a convention
center within the meaning of chapter 67.28 RCW; and
WHEREAS, the City previously issued its Limited Tax General Obligation and Refunding
Bonds, 2007 (the "2007 Bonds"), and applied a portion of the proceeds of such 2007 Bonds (a) to
refund certain then -outstanding obligations of the City issued in 2002 to finance the construction of
and expansion to the Convention Center (the "Prior Convention Center Project") and (b) to finance
various capital projects of the City, including renovations to the downtown area of the City; and
WHEREAS, the payment of the principal of and interest on the portion of the 2007
Bonds allocable to the Prior Convention Center Project is payable from and secured by a pledge
of revenue received from the Convention Center Sales Tax and Hotel/Motel Tax; and
WHEREAS, the 2007 Bonds may be called for redemption on any date on or after
May 1, 2017, at a price of par, plus accrued interest, if any, to the date of redemption; and
WHEREAS, the City and the District now desire to expand, rehabilitate and improve the
Convention Center, including related parking (the "Convention Center Project"); and
WHEREAS, the Council deems it in the best interest of the City to issue its limited tax
general obligation bonds to finance and/or reimburse the City for costs of the Convention Center
Project and to pledge Convention Center Sales Tax and Hotel/Motel Tax revenue to the
repayment of bonds issued for such purpose; and
WHEREAS, the City owns and operates the Capitol Theatre, also a "regional center" within
the meaning of chapter 35.57 RCW and a performing arts center within the meaning of chapter 67.28
RCW; and
WHEREAS, the City issued its Limited Tax General Obligation Bonds, Series 2009E Taxable
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(Build America Bonds — Direct Payment) (the "2009 Bonds") and applied the proceeds of such 2009
Bonds to the expansion, rehabilitation, and improvement of the Capitol Theatre (the "Capitol Theatre
Project"); and
WHEREAS, the payment of the principal of and interest on the 2009 Bonds is payable
from and secured by a pledge of Capitol Theatre Sales Tax and Hotel/Motel Tax revenue; and
WHEREAS, the 2009 Bonds may be called for redemption on any date on or after
June 1, 2019 at a price of par, plus accrued interest, if any, to the date of redemption; and
WHEREAS, the City has also issued and there remain outstanding certain Irrigation
System Revenue Bonds, 2004 (the "2004 Bonds"), Limited Tax General Obligation Bonds 2008
(the "2008 LTGO Bonds), and Water and Sewer Revenue and Refunding Bonds, 2008 (the
"2008 Water and Sewer Bonds"); and
WHEREAS, the 2004 Bonds, the 2008 LTGO Bonds and the 2008 Water and Sewer
Bonds may be called for redemption on any date on or after September 1, 2014, December 1,
2018, and May 1, 2018, respectively, at a price of par, plus accrued interest, if any, to the date
of redemption; and
WHEREAS, it appears to the Council that all or a portion of the 2004 Bonds, the 2007
Bonds, the 2008 LTGO Bonds, the 2008 Water and Sewer Bonds, and the 2009 Bonds (the
"Refunding Candidates", and as selected for refunding as described herein, the "Refunded
Bonds") may be refunded by proceeds of limited tax general obligation refunding bonds at a
savings to the City and its taxpayers and its ratepayers (with respect to the 2004 Bonds and
the 2008 Water and Sewer Bonds); and
WHEREAS, the Council deems it in the best interest of the City to issue one or more series
of limited tax general obligation and refunding bonds pursuant to the terms of this ordinance to
provide financing for the Convention Center Project, to redeem and defease the Refunded Bonds,
and to pay costs of issuing each series of bonds; and
WHEREAS, the City desires to pledge Sales Tax and Hotel/Motel Tax revenue to the payment
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of the principal of and interest on the portion of each series of bonds issued hereunder and used to
finance and/or reimburse the City for the Convention Center Project and on the portion of each series
of bonds issued hereunder to refinance the Prior Convention Center Project and the Capitol Theatre
Project, as applicable, including related costs of issuance; and
WHEREAS, the Council wishes to delegate authority to the City Manager and the Director of
Finance and Budget (each, a "Designated Representative"), for a limited time, to approve the interest
rates, maturity dates, redemption terms and principal maturities for each series of bonds within the
parameters set by this ordinance; and
WHEREAS, the City expects to receive a proposal from Piper Sandler & Co.
(the "Underwriter") and now desires to issue and sell the bonds to the Underwriter as set forth
herein;
BE IT ORDAINED BY THE CITY OF YAKIMA:
Section 1. Definitions and Interpretation of Terms.
(a) Definitions. As used in this ordinance, the following words shall have the following
meanings:
Acquired Obligations means the Government Obligations acquired by the City under the
terms of this ordinance and each Escrow Agreement to effect the refunding of the Refunded
Bonds, but only to the extent that the same are acquired at Fair Market Value.
Beneficial Owner means any person that has or shares the power, directly or indirectly,
to make investment decisions concerning ownership of any Bonds (including persons holding
Bonds through nominees, depositories or other intermediaries).
Bond Counsel means Pacifica Law Group LLP or an attorney at law or a firm of attorneys,
selected by the City, of nationally recognized standing in matters pertaining to the tax-exempt
nature of interest on bonds issued by states and their political subdivisions.
Bond Purchase Contract means the contracts for the purchase of the Bonds between
the Underwriter and the City, each executed pursuant to Section 12 of this ordinance.
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Bond Register means the registration books showing the name, address and tax
identification number of each Registered Owner of a series of Bonds, maintained for the Bonds
in the manner required pursuant to Section 149(a) of the Code.
Bond Registrar means, initially, the fiscal agency of the State, for the purposes of
registering and authenticating each series of Bonds, maintaining the Bond Register, effecting
transfer of ownership of the Bonds and paying interest on and principal of the Bonds.
Bonds mean the limited tax general obligation and refunding bonds authorized to be
issued from time to time in one or more series pursuant to this ordinance.
Call Date means the date(s) selected by the City and set forth in the applicable Escrow
Agreement for redemption of each series of the Refunded Bonds.
Capitol Theatre Project means the expansion, rehabilitation, and improvement of the
Capitol Theatre, including related parking, which are eligible "regional center" projects as
described in chapter 35.57 RCW and chapter 67.28 RCW and financed with proceeds of the 2009
Bonds.
Capitol Theatre Sales Tax means the 0.025% sales and use tax imposed by the District
pursuant to RCW 82.14.485 and remitted to the City pursuant to the applicable Development
Agreements.
City means the City of Yakima, Washington, a municipal corporation duly organized and
existing by virtue of the laws of the State.
City Attorney means the duly appointed and acting City Attorney of the City, including
anyone acting in such capacity for the position, or the successor to the duties of that office.
City Clerk means the duly appointed and acting City Clerk of the City or the successor to
the duties of that office.
City Manager means the duly appointed and acting City Manager of the City or the
successor to the duties of such office.
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City Mayor or Mayor means the duly elected and acting Mayor of the City or the
successor to the duties of such office.
Closing means the date of issuance and delivery of a series of Bonds to the Underwriter.
Code means the Internal Revenue Code of 1986 as in effect on the date of issuance of
the Tax -Exempt Bonds or (except as otherwise referenced herein) as it may be amended to apply
to obligations issued on the date of issuance of the Tax -Exempt Bonds, together with applicable
proposed, temporary and final regulations promulgated, and applicable official public guidance
published, under the Code.
Commission means the United States Securities and Exchange Commission.
Continuing Disclosure Certificate means one or more written undertakings for the
benefit of the owners and Beneficial Owners of any Bonds as required by Section (b)(5) of the
Rule.
Convention Center means the Yakima Convention Center.
Convention Center Project means the expansion, rehabilitation, and improvement of the
Yakima Convention Center, including related parking, identified in the plans of the City that are
eligible "regional center" projects as described in chapter 35.57 RCW and chapter 67.28 RCW.
Convention Center Sales Tax means the 0.033% sales and use tax imposed by the District
pursuant to RCW 82.14.390 and remitted to the City pursuant to the applicable Development
Agreements.
Council or City Council means the Yakima City Council, as the general legislative body
of the City, as the same is duly and regularly constituted from time to time.
Debt Service Fund means one or more funds or accounts created pursuant to this
ordinance for the purpose of paying debt service on a series of Bonds.
Designated Representative means the City Manager and the Director of Finance and
Budget of the City, or any successor to the functions of such office. The signature of one
Designated Representative shall be sufficient to bind the City.
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Development Agreements mean the following documents, as each may be amended
from time to time, (a) the Ground Lease Agreement relating to the Capitol Theatre, dated June 4,
2009, between the City and the District; (b) the Design, Development, Construction, Financing,
Lease and Operating Agreement relating to the Capitol Theatre, dated June 4, 2009, between
the City and the District; (c) any lease agreements relating to the Convention Center, between
the City and the District; (d) the Design, Development, Construction, Financing and Operating
Agreement, dated July 27, 2001, between the City and the District; and (e) any other agreements
between the City and the District relating to the distribution of the Sales Tax Revenues from the
District to the City to pay debt service on the Bonds..
Director of Finance and Budget means the duly appointed and acting Director of
Finance and Budget of the City or the successor to the duties of that office.
District means the Yakima Regional Public Facilities District, a public facilities district
created by the City and the Cities of Selah and Union Gap.
DTC means The Depository Trust Company, New York, New York, a limited purpose trust
company organized under the laws of the State of New York, as depository for any Bonds
pursuant to this ordinance.
Fair Market Value means the price at which a willing buyer would purchase an investment
from a willing seller in a bona fide, arm's-length transaction, except for specified investments as
described in Treasury Regulation § 1.148-5(d)(6), including United States Treasury obligations,
certificates of deposit, guaranteed investment contracts, and investments for yield restricted
defeasance escrows. Fair Market Value is generally determined on the date on which a contract
to purchase or sell an investment becomes binding, and, to the extent required by the applicable
regulations under the Code, the term "investment" will include a hedge.
Federal Tax Certificate means one or more certificates of the City pertaining to the tax -
exemption of interest on a series of Tax -Exempt Bonds, and any attachments thereto.
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Government Obligations means those obligations now or hereafter defined as such in
chapter 39.53 RCW constituting direct obligations of, or obligations the principal of and interest
on which are unconditionally guaranteed by, the United States of America, as such chapter may
be hereafter amended or restated.
Hotel/Motel Tax mean hotel/motel taxes levied by the City pursuant to chapter 67.28
RCW at the rate of 5%.
Letter of Representations means the Blanket Issuer Letter of Representations given by
the City to DTC, as amended from time to time.
MSRB means the Municipal Securities Rulemaking Board or any successors to its
functions.
Official Statement means the disclosure documents prepared and delivered in
connection with the issuance of any series of Bonds.
Prior Convention Center Project means the expansion, rehabilitation, and improvement
of the Convention Center, including related parking, which are eligible "regional center" projects
as described in chapter 35.57 RCW and chapter 67.28 RCW and refinanced with proceeds of the
2007 Bonds.
Project Fund means the fund or account created pursuant to Section 8 of this ordinance.
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 this ordinance.
Refunded Bonds mean all or a portion of the Refunding Candidates designated by a
Designated Representative for refunding pursuant to this ordinance.
Refunding Candidates mean the outstanding 2004 Bonds, 2007 Bonds, 2008 LTGO
Bonds, 2008 Water and Sewer Bonds, and 2009 Bonds.
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Regional Center Projects mean the Convention Center Project, the Prior Convention
Center Project, and the Capitol Theatre Project, including related costs of issuance.
Registered Owner means the person named as the registered owner of a Bond in the
Bond Register. For so long as the Bonds of a series are held in book -entry only form, DTC or its
nominee shall be deemed to be the sole Registered Owner.
Rule means the Commission's Rule 15c2-12 under the Securities Exchange Act of 1934,
as the same may be amended from time to time.
Sales Tax means the Convention Center Sales Tax and the Capitol Theatre Sales Tax.
State means the State of Washington.
Taxable Bonds means any Bonds determined to be issued on a taxable basis pursuant
to Section 12.
Tax -Exempt Bonds mean any Bonds determined to be issued on a tax-exempt basis
under the Code pursuant to Section 12.
Underwriter means Piper Sandler & Co., Seattle, Washington, and its successors.
2004 Bonds mean the City's outstanding Irrigation System Revenue Bonds, 2004 issued
pursuant to Ordinance No. 2003-68 passed by the Council on November 4, 2003 and Resolution
No. 2004-134 adopted by the Council on August 24, 2004.
2007 Bonds mean the City's outstanding Limited Tax General Obligation and Refunding
Bonds, 2007 issued pursuant to Ordinance No. 2007-09 passed by the Council on March 20,
2007 and Resolution No. R-2007-48 adopted by the Council on April 17, 2007.
2008 LTGO Bonds mean the City's outstanding Limited Tax General Obligation Bonds,
2008 issued pursuant to Ordinance No. 2008-34 passed by the Council on July 15, 2008.
2008 Water and Sewer Bonds mean the City's outstanding Water and Sewer Revenue
and Refunding Bonds, 2008 issued pursuant to Ordinance No. 2008-19 passed by the Council on
March 18, 2018 and Resolution No. R-2008-73 adopted by the Council on May 6, 2008.
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2009 Bonds mean the City's outstanding Limited Tax General Obligation Bonds, Series
2009B Taxable (Build America Bonds — Direct Payment) issued pursuant to Ordinance No. 2009-
34 passed by the Council on July 7, 2009.
(b) Interpretation. In this ordinance, unless the context otherwise requires:
(1) The terms "hereby," "hereof," "hereto," "herein," "hereunder" and
any similar terms, as used in this ordinance, refer to this ordinance as a whole and not to
any particular article, section, subdivision or clause hereof, and the term "hereafter" shall
mean after, and the term "heretofore" shall mean before, the date of this ordinance;
(2) Words of the masculine or feminine gender shall mean and include
correlative words of any genders and words importing the singular number shall mean and
include the plural number and vice versa;
(3)
Words importing persons shall include firms, associations,
partnerships (including limited partnerships), trusts, corporations and other legal entities,
including public bodies, as well as natural persons;
(4) Any headings preceding the text of the several articles and sections
of this ordinance, and any table of contents or marginal notes appended to copies hereof,
shall be solely for convenience of reference and shall not constitute a part of this
ordinance, nor shall they affect its meaning, construction or effect; and
(5)
All references herein to "articles," "sections" and other subdivisions
or clauses are to the corresponding articles, sections, subdivisions or clauses
hereof.
Section 2. Authorization of the Convention Center Project. The Council hereby
approves the expansion, rehabilitation, and improvement of the Convention Center, as such
Convention Center Project is to be more fully described in the plans and specifications prepared
by and filed with the City and the District. The cost of all necessary appraisals, negotiation,
closing, architectural, engineering, financial, legal and other consulting services, inspection and
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testing, demolition, administrative and relocation expenses and other costs incurred in connection
with the foregoing capital improvements shall be deemed a part of the capital costs of such
Convention Center Project. Such Convention Center Project shall be complete with all necessary
equipment and appurtenances.
Section 3. Authorization and Description of Bonds. For the purpose of paying and/or
reimbursing the City for costs of the Convention Center Project, defeasing and refunding the
Refunding Bonds, and paying costs of issuance, the City is hereby authorized to issue and sell
from time to time one or more series of limited tax general obligation bonds in an aggregate
principal amount not to exceed $28,000,000 (the "Bonds").
The Bonds of each series shall be general obligations of the City and shall be designated
"City of Yakima, Washington, Limited Tax General Obligation and Refunding Bonds, 2020" with
any applicable series or other designation, all as established by the related Bond Purchase
Contract. The Bonds of each series shall be fully registered as to both principal and interest, shall
be in the denomination of $5,000 each, or any integral multiple thereof, provided that no Bond of
a series shall represent more than one maturity; and shall be numbered separately in such
manner and with any additional designation as the Bond Registrar deems necessary for purposes
of identification. The Bonds of each series shall be dated as of the date of Closing for such series
of Bonds and shall mature on the date or dates and in the principal amounts, bear interest at the
rates and payable on such dates, and be subject to redemption prior to maturity, as set forth in
the applicable Bond Purchase Contract executed pursuant to the terms of this ordinance.
Section 4. Registration, Exchange and Payments.
(a) Bond Registrar/Bond Register. The City hereby specifies and adopts the system
of registration approved by the Washington State Finance Committee from time to time through
the appointment of State fiscal agencies. The City shall cause the Bond Register to be maintained
by the Bond Registrar. So long as any Bonds of a series remain outstanding, the Bond Registrar
shall make all necessary provisions to permit the exchange or registration or transfer of such
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Bonds at its designated office. The Bond Registrar may be removed at any time at the option of
the Director of Finance and Budget upon prior notice to the Bond Registrar and a successor Bond
Registrar appointed by the Director of Finance and Budget. No resignation or removal of the
Bond Registrar shall be effective until a successor shall have been appointed and until the
successor Bond Registrar shall have accepted the duties of the Bond Registrar hereunder. The
Bond Registrar is authorized, on behalf of the City, to authenticate and deliver Bonds transferred
or exchanged in accordance with the provisions of such Bonds and this ordinance and to carry
out all of the Bond Registrar's powers and duties under this ordinance. The Bond Registrar shall
be responsible for its representations contained in the certificate of authentication on the Bonds.
(b) Registered Ownership. The City and the Bond Registrar, each in its discretion,
may deem and treat the Registered Owner of each Bond of a series as the absolute owner thereof
for all purposes (except as provided in a Continuing Disclosure Certificate), and neither the City
nor the Bond Registrar shall be affected by any notice to the contrary. Payment of any such Bond
shall be made only as described herein, but such Bond may be transferred as herein provided.
All such payments made as described in this ordinance shall be valid and shall satisfy and
discharge the liability of the City upon such Bond to the extent of the amount or amounts so paid.
(c) DTC Acceptance/Letters of Representations. The Bonds of a series initially shall
be held in fully immobilized form by DTC acting as depository. The City has executed and
delivered to DTC the Letter of Representations. Neither the City nor the Bond Registrar shall
have any responsibility or obligation to DTC participants or the persons for whom they act as
nominees (or any successor depository) with respect to the Bonds in respect of the accuracy of
any records maintained by DTC (or any successor depository) or any DTC participant, the
payment by DTC (or any successor depository) or any DTC participant of any amount in respect
of the principal of or interest on Bonds, any notice which is permitted or required to be given to
Registered Owners under this ordinance (except such notices as shall be required to be given by
the City to the Bond Registrar or to DTC (or any successor depository)), or any consent given or
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other action taken by DTC (or any successor depository) as the Registered Owner. For so long
as any Bonds are held by a depository, DTC or its successor depository or its nominee shall be
deemed to be the Registered Owner for all purposes hereunder, and all references herein to the
Registered Owners shall mean DTC (or any successor depository) or its nominee and shall not
mean the owners of any beneficial interest in such Bonds.
(d) Use of Depository.
(1) The Bonds of a series shall be registered initially in the name of "Cede &
Co.", as nominee of DTC, with one Bond of each series maturing on each of the maturity dates
for such Bonds in a denomination corresponding to the total principal therein designated to mature
on such date. Registered ownership of such Bonds, or any portions thereof, may not thereafter
be transferred except (i) to any successor of DTC or its nominee, provided that any such
successor shall be qualified under any applicable laws to provide the service proposed to be
provided by it; (ii) to any substitute depository appointed by the Director of Finance and Budget
pursuant to subparagraph (2) below or such substitute depository's successor; or (iii) to any
person as provided in subparagraph (4) below.
(2) Upon the resignation of DTC or its successor (or any substitute depository
or its successor) from its functions as depository or a determination by the Director of Finance
and Budget to discontinue the system of book entry transfers through DTC or its successor (or
any substitute depository or its successor), the Director of Finance and Budget may hereafter
appoint a substitute depository. Any such substitute depository shall be qualified under any
applicable laws to provide the services proposed to be provided by it.
(3) In the case of any transfer pursuant to clause (i) or (ii) of paragraph (1)
above, the Bond Registrar shall, upon receipt of all outstanding Bonds together with a written
request on behalf of the Director of Finance and Budget, issue a single new Bond for each maturity
of that series then outstanding, registered in the name of such successor or such substitute
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depository, or their nominees, as the case may be, all as specified in such written request of the
Director of Finance and Budget.
(4) In the event that (i) DTC or its successor (or substitute depository or its
successor) resigns from its functions as depository, and no substitute depository can be obtained,
or (ii) the Director of Finance and Budget determines that it is in the best interest of the Beneficial
Owners of the Bonds that such owners be able to obtain physical bond certificates, the ownership
of such Bonds may then be transferred to any person or entity as herein provided, and shall no
longer be held by a depository. The Director of Finance and Budget shall deliver a written request
to the Bond Registrar, together with a supply of physical bonds, to issue Bonds as herein provided
in any authorized denomination. Upon receipt by the Bond Registrar of all then outstanding Bonds
of a series together with a written request on behalf of the Director of Finance and Budget to the
Bond Registrar, new Bonds of such series shall be issued in the appropriate denominations and
registered in the names of such persons as are requested in such written request.
(e) Registration of Transfer of Ownership or Exchange; Change in Denominations.
The transfer of any Bond may be registered and Bonds may be exchanged, but no transfer of any
such Bond shall be valid unless it is surrendered to the Bond Registrar with the assignment form
appearing on such Bond duly executed by the Registered Owner or such Registered Owner's
duly authorized agent in a manner satisfactory to the Bond Registrar. Upon such surrender, the
Bond Registrar shall cancel the surrendered Bond and shall authenticate and deliver, without
charge to the Registered Owner or transferee therefor, a new Bond (or Bonds at the option of the
new Registered Owner) of the same date, series, maturity, and interest rate and for the same
aggregate principal amount in any authorized denomination, naming as Registered Owner the
person or persons listed as the assignee on the assignment form appearing on the surrendered
Bond, in exchange for such surrendered and cancelled Bond. Any Bond may be surrendered to
the Bond Registrar and exchanged, without charge, for an equal aggregate principal amount of
Bonds of the same date, series, maturity, and interest rate, in any authorized denomination. The
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Bond Registrar shall not be obligated to register the transfer of or to exchange any Bond during
the 15 days preceding any principal payment or redemption date.
(f) Bond Registrar's Ownership of Bonds. The Bond Registrar may become the
Registered Owner of any Bond with the same rights it would have if it were not the Bond Registrar,
and to the extent permitted by law, may act as depository for and permit any of its officers or
directors to act as a member of, or in any other capacity with respect to, any committee formed
to protect the right of the Registered Owners or Beneficial Owners of Bonds.
(g) Place and Medium of Payment. Both principal of and interest on the Bonds shall
be payable in lawful money of the United States of America. Interest on the Bonds shall be
calculated on the basis of a year of 360 days and twelve 30-day months. For so long as all Bonds
are held by a depository, payments of principal thereof and interest thereon shall be made as
provided in accordance with the operational arrangements of DTC referred to in the Letter of
Representations. In the event that the Bonds are no longer held by a depository, interest on the
Bonds shall be paid by check or draft mailed to the Registered Owners at the addresses for such
Registered Owners appearing on the Bond Register on the Record Date, or upon the written
request of a Registered Owner of more than $1,000,000 of Bonds (received by the Bond Registrar
at least by the Record Date), such payment shall be made by the Bond Registrar by wire transfer
to the account within the United States designated by the Registered Owner. Principal of the
Bonds shall be payable upon presentation and surrender of such Bonds by the Registered
Owners at the designated office of the Bond Registrar.
If any Bond is duly presented for payment and funds have not been provided by the City
on the applicable payment date, then interest will continue to accrue thereafter on the unpaid
principal thereof at the rate stated on the Bond until the Bond is paid.
Section 5. Redemption Prior to Maturity and Purchase of Bonds.
(a) Mandatory Redemption of Term Bonds and Optional Redemption. The Bonds of
each series shall be subject to mandatory redemption of term bonds to the extent, if any, set forth
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in the Bond Purchase Contract and as approved by a Designated Representative pursuant to
Section 12. The Bonds of each series shall be subject to optional redemption on the dates, at the
prices and under the terms set forth in the Bond Purchase Contract approved by a Designated
Representative pursuant to Section 12.
(b) Selection of Bonds for Redemption. For as long as the Bonds of a series are held
in book -entry only form, the selection of particular Bonds within a series and maturity to be
redeemed shall be made in accordance with the operational arrangements then in effect at DTC.
If the Bonds are no longer held by a depository, the selection of such Bonds to be redeemed and
the surrender and reissuance thereof, as applicable, shall be made as provided in the following
provisions of this subsection (b). If the City redeems at any one time fewer than all of the Bonds
of a series having the same maturity date, the particular Bonds or portions of Bonds of such
maturity to be redeemed shall be selected by lot (or in such manner as determined by the Bond
Registrar) in increments of $5,000. In the case of a Bond of a denomination greater than $5,000,
the City and the Bond Registrar shall treat each Bond as representing such number of separate
Bonds each of the denomination of $5,000 as is obtained by dividing the actual principal amount
of such Bond by $5,000. In the event that only a portion of the principal sum of a Bond is
redeemed, upon surrender of such Bond at the designated 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 thereof, at the option of the Registered Owner, a Bond or Bonds of like series,
maturity and interest rate in any of the denominations herein authorized.
(c) Notice of Redemption.
(1) Official Notice. For so long as the Bonds of a series are held by a
depository, notice of redemption shall be given in accordance with the operational arrangements
of DTC as then in effect, and neither the City nor the Bond Registrar shall provide any notice of
redemption to any Beneficial Owners. The notice of redemption may be conditional. Unless
waived by any Registered Owner of Bonds to be redeemed, official notice of any such redemption
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(which redemption may be conditioned by the Bond Registrar on the receipt of sufficient funds for
redemption or otherwise) 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 20 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 furnished in
writing by such Registered Owner to the Bond Registrar.
All official notices of redemption shall be dated and shall state:
(A) the redemption date,
(B) the redemption price,
(C) if fewer than all outstanding Bonds of such series are to be
redeemed, the identification by series and maturity (and, in the case of partial redemption, the
respective principal amounts) of the Bonds to be redeemed,
(D) any conditions to redemption,
(E) that unless conditional notice of redemption has been given and
such conditions have either been satisfied or waived, on the redemption date the redemption price
shall 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
(F) the place where such Bonds are to be surrendered for payment of
the redemption price, which place of payment shall be the designated office of the Bond Registrar.
On or prior to any redemption date, unless any condition to such redemption has not been
satisfied or waived or notice of such redemption has been rescinded or revoked, 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 which are to be redeemed on that date. The City retains the right
to rescind any redemption notice and the related optional redemption of Bonds by giving notice
of rescission to the affected Registered Owners at any time on or prior to the scheduled
redemption date. Any notice of optional redemption that is so rescinded shall be of no effect, and
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the Bonds for which the notice of optional redemption has been rescinded shall remain
outstanding.
(2) Effect of Notice; Bonds Due. If notice of redemption has been given and
not rescinded or revoked, or if the conditions set forth in a conditional notice of redemption have
been satisfied or waived, the Bonds of such series or portions of Bonds to be redeemed shall, on
the redemption date, become due and payable at the redemption price therein specified, and from
and after such date 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. All Bonds which have been
redeemed shall be canceled by the Bond Registrar and shall not be reissued.
(3) 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 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. 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 series and
maturity date of each Bond being redeemed; and (E) any other descriptive information needed to
identify accurately the Bonds being redeemed. Each further notice of redemption may be sent at
least 20 days before the redemption date to each party entitled to receive notice pursuant to the
applicable Continuing Disclosure Certificate and with such additional information as the City shall
deem appropriate, but such mailings shall not be a condition precedent to the redemption of such
Bonds.
(4) 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
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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.
(d) Purchase of Bonds. The City reserves the right to purchase any or all of the Bonds
offered to it at any time at a price deemed reasonable by the Director of Finance and Budget plus
accrued interest to the date of purchase.
Section 6. Form of Bonds. The Bonds of each series shall be in substantially the form
set forth in Exhibit A, which is incorporated herein by this reference, with such changes thereto
as may be approved by a Designated Representative.
Section 7. Execution of Bonds. The Bonds of each series shall be executed on behalf
of the City by the facsimile or manual signature of the Mayor and shall be attested to by the
facsimile or manual signature of the City Clerk, and shall have the seal of the City impressed or
a facsimile thereof imprinted, or otherwise reproduced thereon.
In the event any officer who shall have signed or whose facsimile signatures appear on
any of the Bonds shall cease to be such officer of the City before said Bonds 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 said person had not ceased to be such
officer. Any Bond may be signed and attested on behalf of the City by such persons who, at the
actual date of execution of such Bond shall be the proper officer of the City, although at the original
date of such Bond such persons were not such officers of the City.
Only such Bonds as shall bear thereon a certificate of authentication manually executed
by an authorized representative of the Bond Registrar shall be valid or obligatory for any purpose
or entitled to the benefits of this ordinance. Such certificate of authentication shall be conclusive
evidence that the Bonds so authenticated have been duly executed, authenticated and delivered
hereunder and are entitled to the benefits of this ordinance and the applicable Sale Resolution.
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Section 8. Application of Bond Proceeds; Project Fund; Refundinq Plan.
(a) Project Fund. The Director of Finance and Budget is hereby authorized to create
a fund or account (the "Project Fund"), and subaccounts therein as necessary, for the purposes
set forth in this section. A portion of the proceeds of each series of Bonds, net of any associated
Underwriter's discount and fees, shall be deposited in the Project Fund in the amounts specified
in the closing memorandum prepared in connection with the issuance of such Bonds. Such
proceeds shall be used to pay and/or reimburse the City for the costs of the Convention Center
Project and, unless otherwise provided by the City to be paid by the Escrow Agent under (b)
below, to pay associated costs of issuance of such Bonds.
The Director of Finance and Budget shall invest money in the Project Fund and the
subaccounts contained therein in such obligations as may now or hereafter be permitted by law
to cities of the State and which will mature prior to the date on which such money shall be needed,
but only to the extent that the same are acquired, valued and disposed of at Fair Market Value.
Upon completion of the Convention Center Project, any remaining Bond proceeds (including
interest earnings thereon) may be used for other capital projects of the City or shall be transferred
to the Debt Service Fund for the allocable series of Bonds after consultation with Bond Counsel.
(b) Refunding Plan. For the purpose of realizing a debt service savings, the City
proposes to apply a portion of the proceeds of the Bonds to defease and refund the Refunded
Bonds as set forth herein. If a Designated Representative determines that it is in the best interest
of the City to proceed with the refunding authorized herein, a Designated Representative shall
designate all or a portion of the Refunding Candidates as Refunded Bonds and such designation
shall be set forth in the applicable Bond Purchase Contract.
A portion of the proceeds of the Bonds, together with other available funds of the City
and/or the District, net of any associated Underwriter's discount and fees, shall be deposited with
the Escrow Agent on behalf of the City pursuant to the Escrow Agreement to be used immediately
upon receipt thereof to defease the Refunded Bonds as authorized by the bond ordinance(s)
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authorizing the Refunded Bonds, and to pay costs of issuance of the Bonds as set forth in the
closing memorandum for the Bonds. The net proceeds deposited with the Escrow Agent shall be
used to defease the Refunded Bonds and discharge the obligations thereon by the purchase of
certain Acquired Obligations bearing such interest and maturing as to principal and interest in
such amounts and at such times which, together with any necessary beginning cash balance, will
provide for the payment of interest on the Refunded Bonds as the same becomes due on and
prior to the applicable call date, and the redemption price (100% of the principal amount) of the
Refunded Bonds on the applicable Call Date. Such Acquired Obligations shall be purchased at
a yield not greater than the yield permitted by the Code and regulations relating to acquired
obligations in connection with refunding bond issues.
The City hereby appoints U.S. Bank National Association, Seattle Washington, as the
Escrow Agent for the Refunded Bonds (the "Escrow Agent"). A cash balance and the Acquired
Obligations shall be deposited irrevocably with the Escrow Agent in an amount sufficient to
defease the Refunded Bonds. In order to carry out the purposes of this section, each Designated
Representative is authorized and directed to execute and deliver to the Escrow Agent, one or
more Escrow Agreements.
The City hereby irrevocably sets aside sufficient funds out of the purchase of Acquired
Obligations from proceeds of the Bonds to make the payments described above. The City hereby
irrevocably calls the Refunded Bonds for redemption on the applicable Call Date in accordance
with the provisions of the applicable bond ordinance(s) authorizing the redemption and retirement
of the Refunded Bonds prior to their fixed maturities.
Said defeasance and call for redemption of the Refunded Bonds shall be irrevocable after
the delivery of the cash and Acquired Obligations to the Escrow Agent.
The Escrow Agent is hereby authorized and directed to provide for the giving of notices of
the redemption of the Refunded Bonds in accordance with the applicable provisions of the
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applicable ordinances authorizing the issuance of the Refunded Bonds. The costs of publication
of such notices shall be an expense of the City.
Section 9. Tax Covenants. The City will take all actions necessary to assure the
exclusion of interest on any Tax -Exempt Bonds from the gross income of the owners of such Tax -
Exempt Bonds to the same extent as such interest is permitted to be excluded from gross income
under the Code as in effect on the date of issuance of such Tax -Exempt Bonds, including but not
limited to the following:
(a) Private Activity Bond Limitation. The City will assure that the proceeds of the Tax -
Exempt Bonds are not so used as to cause the Tax -Exempt Bonds to satisfy the private business
tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code.
(b) Limitations on Disposition of Projects. The City will not sell or otherwise transfer
or dispose of (i) any personal property components of the projects financed and/or refinanced
with proceeds of the Tax -Exempt Bonds other than in the ordinary course of an established
government program under Treasury Regulation § 1.141-2(d)(4) or (ii) any real property
components of the projects financed and/or refinanced with proceeds of the Tax -Exempt Bonds,
unless it has received an opinion of Bond Counsel to the effect that such disposition will not
adversely affect the treatment of interest on the Tax -Exempt Bonds as excludable from gross
income for federal income tax purposes.
(c) Federal Guarantee Prohibition. The City will not take any action or permit or suffer
any action to be taken if the result of such action would be to cause any of the Tax -Exempt Bonds
to be "federally guaranteed" within the meaning of Section 149(b) of the Code.
(d) Rebate Requirement. The City will take any and all actions necessary to assure
compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings,
if any, to the federal government, to the extent that such section is applicable to the Tax -Exempt
Bonds.
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(e) No Arbitrage. The City will not take, or permit or suffer to be taken, any action with
respect to the proceeds of the Tax -Exempt Bonds which, if such action had been reasonably
expected to have been taken, or had been deliberately and intentionally taken, on the date of
issuance of the Tax -Exempt Bonds would have caused the Tax -Exempt Bonds to be "arbitrage
bonds" within the meaning of Section 148 of the Code.
(f) Registration Covenant. The City will maintain a system for recording the
ownership of each Tax -Exempt Bond that complies with the provisions of Section 149 of the Code
until all Tax -Exempt Bonds have been surrendered and canceled.
(g) Record Retention. The City will retain its records of all accounting and monitoring
it carries out with respect to the Tax -Exempt Bonds for at least three years after the Tax -Exempt
Bonds mature or are redeemed (whichever is earlier); however, if the Tax -Exempt Bonds are
redeemed and refunded, the City will retain its records of accounting and monitoring at least three
years after the earlier of the maturity or redemption of the obligations that refunded the Tax -
Exempt Bonds.
(h) Compliance with Federal Tax Certificate. The City will comply with the provisions
of the Federal Tax Certificate with respect to a series of Tax -Exempt Bonds, which are
incorporated herein as if fully set forth herein. The covenants of this Section will survive payment
in full or defeasance of the Tax -Exempt Bonds.
(I) Bank Qualification. In the Federal Tax Certificate executed in connection with the
issuance of each series of Tax -Exempt Bonds, the City may designate such Bonds as "qualified
tax-exempt obligations" under Section 265(b)(3) of the Code for investment by financial
institutions.
Section 10. Debt Service Fund; Pledge of Security.
(a) Debt Service Fund. The City hereby authorizes the creation of one or more funds,
and accounts held therein which may be one or more segregated accounts held within another
fund, to be used for the payment of debt service on each series of Bonds, designated as the
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"Limited Tax General Obligation Bond Debt Service Fund" or other such designation selected by
the City (the "Debt Service Fund"). No later than the date each payment of principal of or interest
on the Bonds becomes due, the City shall transmit sufficient funds, from the Debt Service Fund
or from other legally available sources including but not limited to those revenues received
pursuant to (c) below, to the Bond Registrar for the payment of such principal or interest. Money
in the Debt Service Fund may be invested in legal investments for City funds, but only to the
extent that the same are acquired, valued and disposed of at Fair Market Value. Any interest or
profit from the investment of such money shall be deposited in the Debt Service Fund.
(b) Pledge of Regular Property Taxes and Full Faith and Credit of the City. The City
hereby irrevocably covenants and agrees for as long as any of the Bonds are outstanding and
unpaid that each year it shall include in its budget and levy an ad valorem tax upon all the property
within the City subject to taxation in an amount that will be sufficient, together with all other
revenues and money of the City legally available for such purposes, including but not limited to
those revenues pledged pursuant to (c) below, to pay the principal of and interest on the Bonds
as the same shall become due.
The City hereby irrevocably pledges that the annual tax provided for herein to be levied
for the payment of such principal and interest shall be within and as a part of the property tax levy
permitted to cities without a vote of the electorate, and that a sufficient portion of each annual levy
to be levied and collected by the City prior to the full payment of the principal of and interest on
the Bonds will be and is hereby irrevocably set aside, pledged and appropriated for the payment
of the principal of and interest on the Bonds. 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 the principal of and interest on the Bonds when due.
(c) Pledge of Hotel/Motel Tax Revenue to Regional Center Projects. The City hereby
further irrevocably pledges all Convention Center Sales Tax revenue received by the District
under the applicable Development Agreements and Hotel/Motel Tax revenue to the payment of
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principal and interest on the portion of each series of Bonds issued to finance and/or refinance
the Convention Center Project and the Prior Convention Center Project (the qualifying portion of
the 2007 Bonds), including related costs of issuance.
The City hereby further irrevocably pledges all Capitol Theatre Sales Tax revenue
received by the District under the applicable Development Agreements and Hotel/Motel Tax
revenue to the payment of principal and interest on the portion of each series of Bonds issued to
refinance the Capitol Theatre Project (the 2009 Bonds), including related costs of issuance.
The City covenants and agrees to enforce the applicable provisions of the Development
Agreements related to the imposition and remittance of the Sales Taxes from the District to the
City in order to pay the corresponding portions of the principal of and interest on the Bonds.
Section 11. Defeasance. In the event that the City, in order to effect the payment,
retirement or redemption of any Bond, sets aside in the Debt Service Fund or in another special
account, cash or noncallable Government Obligations, or any combination of cash and/or
noncallable Government Obligations, in amounts and maturities which, together with the known
earned income therefrom, are sufficient to redeem or pay and retire such Bond in accordance
with its terms and to pay when due the interest and redemption premium, if any, thereon, and
such cash and/or noncallable Government Obligations are irrevocably set aside and pledged for
such purpose, then no further payments need be made into the Debt Service Fund for the
payment of the principal of and interest on such Bond. The owner of a Bond so provided for shall
cease to be entitled to any lien, benefit or security of this ordinance except the right to receive
payment of principal, premium, if any, and interest from the Debt Service Fund or such special
account, and such Bond shall be deemed to be not outstanding under this ordinance. The City
shall give written notice of defeasance of any Bonds of a series in accordance with the applicable
Continuing Disclosure Certificate.
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Section 12. Sale of Bonds.
(a) The Bonds of each series may be sold from time to time at negotiated sale to the
Underwriter pursuant to the terms of one or more Bond Purchase Contracts. The Council has
determined that it is in the best interest of the City to delegate to the Designated Representatives,
for a limited time, the authority to designate each series of Bonds as Tax -Exempt Bonds or
Taxable Bonds, to select the Refunded Bonds from the Refunding Candidates, and to approve
the final interest rates, aggregate principal amount(s), principal amount of each maturity of the
Bonds of each series, and the redemption rights for each series of the Bonds.
Subject to the terms and conditions set forth in this Section 12, each Designated
Representative is hereby authorized to approve final terms of each series of Bonds in the manner
provided hereafter so long as:
(1) the aggregate principal (face) amount of all Bonds issued under this
ordinance does not exceed $28,000,000,
(2) the final maturity date for each series of Bonds is no later than December 1,
2045,
(3) the Bonds of each series are sold (in the aggregate) at a price not less than
90%,
(4) the true interest cost for the Bonds (in the aggregate) does not exceed
4.00%,
(5) any series of Bonds or portion of a series of Bonds that are sold for the
purpose of refunding the Refunded Bonds are sold for a price (calculated by deducting scheduled
federal subsidy payments with respect to the 2009 Bonds designated as Refunded Bonds from
annual debt service and assuming no future sequestration of such payments) that results in a
minimum aggregate net present value debt service savings over the Refunded Bonds to be
refunded with the proceeds of such series of at least 2.00%; and
(6) the series of Bonds conform to all other terms of this ordinance.
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Subject to the terms and conditions set forth in this section, each Designated
Representative is hereby authorized to execute the Bond Purchase Contract on behalf of the City.
Following the execution of a Bond Purchase Contract, a Designated Representative shall
provide a report to the Council describing the final terms of the Bonds approved pursuant to the
authority delegated in this section. The authority granted to the Designated Representatives by
this Section 12 shall expire 180 days after the effective date of this ordinance. If a Bond Purchase
Contract for the Bonds has not been executed within 180 days after the effective date of this
ordinance, the authorization for the issuance of the Bonds shall be rescinded, and the Bonds shall
not be issued nor their sale approved unless such Bonds are re -authorized by ordinance of the
Council. The ordinance re -authorizing the issuance and sale of such Bonds may be in the form
of a new ordinance repealing this ordinance in whole or in part or may be in the form of an
amendatory ordinance approving a bond purchase contract or establishing terms and conditions
for the authority delegated under this Section 12.
(b) Delivery of Bonds; Documentation. Upon the passage and approval of this
ordinance and execution of the Bond Purchase Contract, the proper officials of the City, including
the Designated Representatives, the Mayor, the City Manager, and the City Clerk, are authorized
and directed to undertake all action necessary for the prompt execution and delivery of the Bonds
to the Underwriter and further to execute all closing certificates and documents required to effect
the closing and delivery of the Bonds in accordance with the terms of the Bond Purchase Contract.
Such documents may include, but are not limited to, documents related to a municipal bond
insurance policy delivered by an insurer to insure the payment when due of the principal of and
interest on all or a portion of the Bonds as provided therein, if such insurance is determined by
the Designated Representative to be in the best interest of the City, and any documents or
amendments to the Development Agreements as needed and in the best interest of the City to
pledge and transfer Sales Tax revenue from the District to the City in order to pay debt service on
the portion of any Bonds issued to finance and/or refinance the Regional Center Projects.
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Section 13. Preliminary and Final Official Statements. The Director of Finance and
Budget and the City Manager are each hereby authorized to deem final the preliminary Official
Statement(s) relating to any Bonds for the purposes of the Rule. The Director of Finance and
Budget and the City Manager are each further authorized to approve for purposes of the Rule, on
behalf of the City, the final Official Statement(s) relating to the issuance and sale of any Bonds
and the distribution of the final Official Statement pursuant thereto with such changes, if any, as
may be deemed to be appropriate.
Section 14. Undertaking to Provide Ongoing Disclosure; Covenants. The City
covenants to execute and deliver at the time of Closing of any Bonds a Continuing Disclosure
Certificate. The Director of Finance and Budget and the City Manager are each hereby authorized
to execute and deliver a Continuing Disclosure Certificate upon the issuance, delivery and sale
of any Bonds with such terms and provisions as such individuals shall deem appropriate and in
the best interests of the City.
Section 15. Lost, Stolen or Destroyed Bonds. In case any Bonds are lost, stolen or
destroyed, the Bond Registrar may authenticate and deliver a new Bond or Bonds of like series,
amount, date and tenor to the Registered Owner thereof if the Registered Owner pays the
expenses and charges of the Bond Registrar and the City in connection therewith and files with
the Bond Registrar and the City evidence satisfactory to both that such Bond or Bonds were
actually lost, stolen or destroyed and of his or her ownership thereof, and furnishes the City and
the Bond Registrar with indemnity satisfactory to both.
Section 16. Severability; Ratification. 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
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the other provisions of this ordinance or of the Bonds. All acts taken pursuant to the authority
granted in this ordinance but prior to its effective date are hereby ratified and confirmed.
Section 17. Corrections by Clerk. Upon approval of the City Attorney and Bond
Counsel, the City Clerk is hereby authorized to make necessary corrections to this ordinance,
including but not limited to the correction of clerical errors; references to other local, state or
federal laws, codes, rules, or regulations; ordinance numbering and section/subsection
numbering; and other similar necessary corrections.
Section 18. Effective Date of Ordinance. As provided in Article VI, Section 2 of the
Yakima City Charter, this ordinance shall become effective 30 days after the date of its passage
and publication.
PASSED BY THE CITY COUNCIL, signed and approved this 18th day of February, 2020.
CITY OF YAKIMA, WASHINGTON
ATTEST:
Sony C ar Tee, City Clerk
First Reading: February 4, 2020
Publication Date: February 21, 2020
Effective Date: March 22, 2020
APPROVED AS TO FORM:
1/191-9
PatriciaByers, Mayor
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EXHIBIT A
FORM OF BOND
[DTC LANGUAGE]
UNITED STATES OF AMERICA
NO. $
STATE OF WASHINGTON
CITY OF YAKIMA
LIMITED TAX GENERAL OBLIGATION [AND] [REFUNDING] BOND, 20[(Taxable)]
INTEREST RATE: % MATURITY DATE:
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
CUSIP NO.:
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 , 20, 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, 20, and semiannually thereafter on the first days of each succeeding
and . Both principal of and interest on this bond are payable in lawful
money of the United States of America. The fiscal agent of the State of Washington has been
appointed by the City as the authenticating agent, paying agent and registrar for the bonds of this
issue (the "Bond Registrar"). For so long as the bonds of this issue are held in fully immobilized
form, payments of principal and interest thereon shall be made as provided in accordance with
the operational arrangements of The Depository Trust Company ("DTC') referred to in the Blanket
Issuer Letter of Representations (the "Letter of Representations") from the City to DTC.
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 Ordinance No. duly
passed by the City Council on , 2020 (the "Bond Ordinance"). Capitalized terms
used in this bond have the meanings given such terms in the Bond Ordinance.
This bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Bond Ordinance until the Certificate of Authentication hereon shall
have been manually signed by or on behalf of the Bond Registrar or its duly designated agent.
This bond is one of an authorized issue of bonds of like series, date, tenor, rate of interest
and date of maturity, except as to number and amount in the aggregate principal amount of
$ and is issued pursuant to the Bond Ordinance to provide a portion of the funds
necessary to pay the costs of
The bonds of this issue are subject to redemption prior to their stated maturities as
provided in the Bond Purchase Contract.
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The City has irrevocably covenanted with the owner of this bond that it shall include in its
annual budget and levy taxes annually, within and a part of the tax levy permitted to the City
without a vote of the electorate, upon all the taxable property in the City in amounts sufficient,
together with other money legally available therefor, to pay the principal of and interest on this
bond when due. The full faith, credit and resources of the City are irrevocably pledged for the
annual levy and collection of such taxes and the prompt payment of such principal and interest.
The City has further irrevocably pledged all Sales Tax revenue and Hotel/Motel Tax
revenue to the portion of the Bonds allocable to the Regional Center Projects.
The pledge of tax levies for payment of principal of and interest on the bonds 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.
It is hereby certified that all acts, conditions and things required by the Constitution and
statutes of the State of Washington to exist and to have happened, been done and performed
precedent to and in the issuance of this bond exist and 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 facsimile signatures of the Mayor and the City Clerk and the seal of
the City to be imprinted, impressed or otherwise reproduced hereon as of this day of
, 20
[SEAL]
CITY OF YAKIMA, WASHINGTON
By /s/ manual or facsimile
Mayor
ATTEST:
/s/ manual or facsimile
City Clerk
The Bond Registrar's Certificate of Authentication on the Bonds shall be in substantially the
following form:
Date of Authentication:
CERTIFICATE 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 [and] [Refunding]Bonds, 20_, of the City of Yakima,
Washington, dated , 20_
WASHINGTON STATE FISCAL AGENT, as
Bond Registrar
By
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CERTIFICATE
I, the undersigned, City Clerk of the City Council of the City of Yakima, Washington
(the "City"), DO HEREBY CERTIFY:
1. The attached copy of Ordinance No. 2020-002 (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 February 18, 2020 as that ordinance appears in the minute
book of the City; and the Ordinance will be in full force and effect after its passage and publication
as provided by law; and
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 meeting was given; that a
legal quorum was present throughout the meeting and a legally sufficient number of members of
the Council voted in the proper manner for the passage of said Ordinance; that all other
requirements and proceedings incident to the proper passage of said Ordinance have been fully
fulfilled, carried out and otherwise observed; and that I am authorized to execute this certificate.
3. That Ordinance No. 2020-002 has not been amended, supplemented or rescinded
since its passage and is in full force and effect and that I am authorized to execute this certificate.
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IN WITNESS WHEREOF, 1 have hereunto set my hand this day of /4A-2 2020,
pity Clerk
1
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEM ENT
Item No. 6.1.
For Meeting of: February 18, 2020
ITEM TITLE: Ordinance authorizing the issuance of a Limited Tax General
Obligation and Refunding Bond related to the construction of
convention center expansion (Second Reading)
SUBMITTED BY: Steve Groom, Director of Finance and Budget
SUMMARY EXPLANATION:
This authorizes the issuance of debt to finance the construction of expansion for the Yakima
Convention Center and to refinance existing debt providing debt service savings over the
remaining payments. The attached memo details the savings of about $1.6 million over remaining
years of the existing debt issues. The convention center enjoys an established operational track
record; some successful, recurring conferences have outgrown the facility and more continue to
do so. Lodging Tax and Public Facilities District revenues which are restricted to tourism and
tourism -related facilities can be used to pay for expansion. Issuance of debt further secures the
1 % portion of Lodging Tax which the city receives which would cease when convention center
debt is extinguished. The City Council received a detailed presentation on this item at its
February 4, 2020 meeting.
ITEM BUDGETED: Yes
STRATEGIC PRIORITY: Economic Development
APPROVED FOR SUBMITTAL BY THE CITY MANAGER
RECOMMENDATION:
Pass Ordinance.
ATTACHMENTS:
Description
D emo
D ordinance
Upload Date
1/30/2020
2/12020
Type
emo
emo