955 LTGO and Refunding BondCITY OF YELM, WASHINGTON
LIMITED TAX GENERAL OBLIGATION AND REFUNDING BONDS, 2012
ORDINANCE NO. 955
AN ORDINANCE OF THE CITY OF YELM, WASHINGTON,
PROVIDING FOR THE ISSUANCE AND SALE OF LIMITED
TAX GENERAL OBLIGATION AND REFUNDING BONDS
OF THE CITY IN THE PRINCIPAL AMOUNT OF $2,275,000
TO PURCHASE THE CONDOMINIUM PORTION OF A
BUILDING FOR THE YELM TIMBERLAND LIBRARY,
AND TO FINANCE PROPERTY ACQUISITION AND
OTHER CAPITAL IMPROVEMENTS FOR PUBLIC USES
AND TO REFUND CERTAIN OUTSTANDING
OBLIGATIONS OF THE CITY; PROVIDING FOR THE
REDEMPTION OF THE OUTSTANDING BONDS TO BE
REFUNDED; APPOINTING OF AN ESCROW AGENT AND
AUTHORIZING THE EXECUTION OF AN ESCROW
AGREEMENT; PROVIDING THE DATE, FORM, TERMS
AND MATURITIES OF THE BONDS TO BE ISSUED AND
PROVIDING FOR THE COLLECTION OF TAXES TO PAY
THE PRINCIPAL THEREOF AND INTEREST THEREON;
AUTHORIZING A PRELIMINARY OFFICIAL STATEMENT;
AND PROVIDING FOR THE DISPOSITION OF THE
PROCEEDS OF SALE.
APPROVED ON FEBRUARY 28, 2012
PREPARED BY:
K &L GATES LLP
Seattle, Washington
�i
CITY OF YELM
ORDINANCE NO. 955
TABLE OF CONTENTS"
Page
Section 1.
Definitions and Interpretation of Terms .................................... ..............................3
Section 2.
Authorization of Bonds and Bond Details ................................. ..............................7
Section 3.
Registration, Exchange and Payments ....................................... ..............................9
Section 4.
Redemption Prior to Maturity and Purchase of Bonds ............. .............................14
Section5.
Form of Bonds .......................................................................... .............................20
Section6.
Execution of Bonds ................................................................... .............................22
Section 7.
Project Account, Disposition of Bond Proceeds; Refunding Procedures ..............23
Section8.
Tax Covenants .......................................................................... .............................25
Section 9.
Bond Fund and Provision for Tax Levy Payments ................... .............................27
Section10.
Defeasance ................................................................................ .............................28
Section11.
Sale of Bonds ............................................................................ .............................29
Section 12.
Undertaking to Provide Ongoing Disclosure ............................ .............................29
Section 13.
Lost, Stolen or Destroyed Bonds .............................................. .............................34
Section14.
Severability ............................................................................... .............................34
Section 15.
Effective Date ........................................................................... .............................34
Exhibit A
Form of Escrow Deposit Agreement
This Table of Contents and the Cover Page are for convenience of reference and are not intended to be a part of
this ordinance.
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PA20287 CMW \20287 9GY 02/28/12
ORDINANCE NO. 955
AN ORDINANCE OF THE CITY OF YELM, WASHINGTON,
PROVIDING FOR THE ISSUANCE AND SALE OF LIMITED
TAX GENERAL OBLIGATION AND REFUNDING BONDS
OF THE CITY IN THE PRINCIPAL AMOUNT OF $2,275,000
TO PURCHASE THE CONDOMINIUM PORTION OF A
BUILDING FOR THE YELM TIMBERLAND LIBRARY,
AND TO FINANCE PROPERTY ACQUISITION AND
OTHER CAPITAL IMPROVEMENTS FOR PUBLIC USES
AND TO REFUND CERTAIN OUTSTANDING
OBLIGATIONS OF THE CITY; PROVIDING FOR THE
REDEMPTION OF THE OUTSTANDING BONDS TO BE
REFUNDED; APPOINTING OF AN ESCROW AGENT AND
AUTHORIZING THE EXECUTION OF AN ESCROW
AGREEMENT; PROVIDING THE DATE, FORM, TERMS
AND MATURITIES OF THE BONDS TO BE ISSUED AND
PROVIDING FOR THE COLLECTION OF TAXES TO PAY
THE PRINCIPAL THEREOF AND INTEREST THEREON;
AUTHORIZING A PRELIMINARY OFFICIAL STATEMENT;
AND PROVIDING FOR THE DISPOSITION OF THE
PROCEEDS OF SALE.
WHEREAS, the best interests of the inhabitants of the City of Yelm, Washington (the
"City ") require that the City provide financing for all or a portion of the costs of purchasing a
condominium portion of a building for the Yelm Timberland Library, and to finance property
acquisition and other capital improvements for public uses (the "Project "); and
WHEREAS, the City is authorized by chapters 35A.40 and 39.46 RCW to borrow money
and issue general obligation bonds to finance the costs of the Project; and
WHEREAS, to provide funds to pay part of the costs of such improvements (hereinafter
defined as the "Project "), it is deemed necessary and advisable that the City now issue and sell its
limited tax general obligation bonds in total principal amount of $2,050,000 authorized herein
(the "Improvement Bonds "); and
WHEREAS, the City has issued its Limited Tax General Obligation Bonds, 2000
pursuant to Ordinance No. 694 adopted by the City on April 12, 2000 (the "2000 Bond
Ordinance ") under date of May 1, 2000 in the principal amount of 515,000, which remain
outstanding as follows:
Maturity Dates
(November 1) Principal Amounts
2012 $ 40,000
2013 40,000
2014 45,000
2015 45,000
2016 50,000
(the "2000 Bonds "); and
Interest Rates
5.80%
5.85
5.90
5.95
6.00
WHEREAS, the 2000 Bonds maturing on or after November 1, 2011 are subject to
redemption at the option of the City on and after November 1, 2010, in whole or in part on any
date (with maturities to be selected by the City), at a price of par plus accrued interest, if any, to
the date of redemption; and
WHEREAS, after due consideration it appears to the City that the 2000 Bonds may be
defeased and refunded by the proceeds of a portion of the bonds herein authorized in total
principal amount of $225,000 authorized herein (the "Refunding Bonds ") at a substantial savings
to the City and its payers; and;
WHEREAS, in order to effect such refunding in the manner that will be most
advantageous to the City and its taxpayers, it is hereby found necessary and advisable that certain
"Acquired Obligations" (hereinafter identified) be purchased out of the proceeds of sale of the
Bonds; and
\\ f
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PA20287 CMW \20287 9GY 02/28/12
WHEREAS, it appears to the City Council (the "Council ") that such conditions can be
met and that it is in the best interests of the City and its inhabitants that the Improvement Bonds
and the Refunding Bonds (together, the "Bonds ") be issued as a single series; and
WHEREAS, Martin Nelson & Company, Seattle, Washington, has offered to purchase
the Bonds authorized herein on the terms hereinafter set forth, and in the judgment of this Board
it is in the best interest of the City to accept the offer;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF YELM,
WASHINGTON DO ORDAIN as follows:
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 the Escrow Agreement to affect the defeasance and refunding of the
2000 Bonds.
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 Fund means the City of Yelm Limited Tax General Obligation Debt Service Fund,
maintained as a special fund of the City to be used for the payment of debt service on the Bonds
pursuant to Section 9 of this ordinance.
Bond Register means the registration books showing the name, address and tax
identification number of each Registered Owner of the Bonds, maintained pursuant to
Section 149(a) of the Code.
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Bond Registrar means the fiscal agency of the State of Washington, 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.
Bonds mean the City of Yelm, Washington Limited Tax General Obligation and
Refunding Bonds, 2012 in the aggregate principal amount of $2,275,000 pursuant to this
ordinance.
Bond Year means each one -year period that ends on the date selected by the City. The
first and last Bond Years may be short periods. If no day is selected by the City before the
earlier of the final maturity date of the Bonds or the date that is five years after the date of
issuance of the Bonds, Bond Years end on each anniversary of the date of issue and on the final
maturity date of the Bonds.
Call Date means April 18, 2012.
City means the City of Yelm, Washington, a municipal corporation of the State of
Washington.
City Administrator means the duly qualified, appointed and acting City Administrator of
the City or any other officer who succeeds to the duties now delegated to that office.
City Representative means the City Administrator or any official or employee of the City
designated in writing by her /him.
Code means the Internal Revenue Code of 1986, as amended, and shall include all
applicable regulations and rulings relating thereto.
Commission means the United States Securities and Exchange Commission.
Council means the City Council as the general legislative authority of the City, as the
same shall be duly and regularly constituted from time to time.
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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 the Bonds
pursuant to Section 3 hereof.
Escrow Agreement means the Escrow Deposit Agreement to be dated as of the date of
closing and delivery of the Refunding Bonds substantially in the form attached hereto as
Exhibit A.
Escrow Agent means The Bank of New York Mellon, New York, New York.
Improvement Bonds means the $2,050,000 portion of the Bonds authorized to be issued
herein for the purpose of financing the cost of the Project.
Letter of Representations means the blanket issuer letter of representations from the City
to DTC.
MSRB means the Municipal Securities Rulemaking Board or any successor to its
functions. Until otherwise designated by the MSRB or the Commission, any information, reports
or notices submitted to the MSRB in compliance with the Rule are to be submitted through the
MSRB's Electronic Municipal Market Access system ( "EMMA "), currently located at
www.emma.msrb.org.
Net Proceeds, when used with reference with the Bonds, means the principal amount of
the Bonds, plus accrued interest and original issue premium, if any, and less original issue
discount, if any.
Private Person means any natural person engaged in a trade or business or any trust,
estate, partnership, association, company or corporation.
Private Person Use means the use of property in a trade or business by a Private Person
if such use is other than as a member of the general public. Private Person Use includes
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ownership of the property by the Private Person as well as other arrangements that transfer to the
Private Person the actual or beneficial use of the property (such as a lease, management or
incentive payment contract or other special arrangement) in such a manner as to set the Private
Person apart from the general public. Use of property as a member of the general public includes
attendance by the Private Person at municipal meetings or business rental of property to the
Private Person on a day -to -day basis if the rental paid by such Private Person is the same as the
rental paid by any Private Person who desires to rent the property. Use of property by nonprofit
community groups or community recreational groups is not treated as Private Person Use if such
use is incidental to the governmental uses of property, the property is made available for such
use by all such community groups on an equal basis and such community groups are charged
only a de minimis fee to cover custodial expenses.
Project mean the purchase of a condominium portion of a building for the Yelm
Timberland Library, and to finance property acquisition and other capital improvements for
public uses.
Project Account means the "2012 Project Account" as described in Section 7(c) of this
ordinance.
Registered Owner means the person named as the registered owner of a Bond in the
Bond Register. For so long as the Bonds are held in book -entry only form, DTC 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.
2000 Bond Ordinance means Ordinance No. 694 of the City adopted by the Council on
April 12, 2000 and authorizing the 2000 Bonds.
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2000 Bonds means the City's Limited Tax General Obligation Bonds, 2000 issued
pursuant to the 2000 Bond Ordinance under date of May 1, 2000, in the aggregate principal
amount of $515,000 and currently outstanding in the aggregate principal amount of $220,000
Underwriter means Martin Nelson & Co., Seattle, Washington.
(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 gender shall mean and include correlative words
of the feminine and neuter 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 Bonds and Bond Details.
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(a) Improvement Bonds. For the purpose of paying the costs of the Project and
paying a proportionate share of the costs of issuance, the City shall issue and sell its limited tax
general obligation bonds in the aggregate principal amount of $2,050,000 (the "Improvement
Bonds ")
(b) Refunding Bonds. For the purpose of refunding the 2000 Bonds and thereby
effecting a savings to the City and paying a proportionate share of the costs of issuance, the City
shall issue its limited tax general obligation refunding bonds in the aggregate principal amount of
$225,000 (the "Refunding Bonds ").
The Improvement Bonds and the Refunding Bonds shall be combined and sold as a single
series (collectively, referred to as the "Bonds ").
The Bonds shall be issued in the combined aggregate amount of $2,275,000. The Bonds shall be
designated as the "City of Yelm, Washington Limited Tax General Obligation and Refunding
Bonds, 2012" (the "Bonds "); shall be dated as of their date of original issuance; shall be fully
registered as to both principal and interest; shall be in the denomination of $5,000 each, or any
integral multiple thereof, provided that no Bond shall represent more than one maturity; shall be
numbered separately in such manner and with any additional designation as the Registrar deems
necessary for purposes of identification; and shall bear interest from their date payable
semiannually on the first days of each June and December, commencing on June 1, 2012, at the
following per annum interest rates and shall mature on December 1 of the following years in the
following principal amounts:
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Maturity Dates
(December 1)
Principal Amounts
Interest Rates
2013
$ 255,000*
0.60%
2015
265,000*
0.90
2017
230,000
1.50
2019
185,000
2.00
2021
195,000
2.75
2026
530,000
2.75
2031
615,000
3.25
*Multi - purpose Allocation
set forth in the
Mandatory Redemption Schedule,
Section 4(b).
Section 3. Registration,
Exchange and PaMents.
(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 a bond register to be maintained by
the Bond Registrar. So long as any Bonds remain outstanding, the Bond Registrar shall make all
necessary provisions to permit the exchange or registration or transfer of Bonds at its principal
corporate trust office. The Bond Registrar may be removed at any time at the option of the City
Representative upon prior notice to the Bond Registrar and a successor Bond Registrar appointed
by the City Representative. 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 of the Bonds.
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(b) Registered Ownership. The City and the Bond Registrar, each in its discretion,
may deem and treat the Registered Owner of each Bond as the absolute owner thereof for all
purposes (except as provided in Section 12 of this ordinance), 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 in Section 3(h) hereof, but such Bond may be transferred as herein
provided. All such payments made as described in Section 3(h) 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 initially shall be held in
fully immobilized form by DTC acting as depository. To induce DTC to accept the Bonds as
eligible for deposit at DTC, the City has executed and delivered to DTC a Blanket Issuer Letter
of Representations. Neither the City nor the Bond Registrar will have any responsibility or
obligation to DTC participants or the persons for whom they act as nominees (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 other action taken by
DTC (or any successor depository) as the Registered Owner. For so long as any Bonds are held
in fully- immobilized form hereunder, DTC or its successor depository shall be deemed to be the
Registered Owner for all purposes hereunder, and all references herein to the Registered Owners
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shall mean DTC (or any successor depository) or its nominee and shall not mean the owners of
any beneficial interest in such Bonds.
If any Bond shall be duly presented for payment and funds have not been duly provided
by the City on such applicable date, then interest shall continue to accrue thereafter on the unpaid
principal thereof at the rate stated on such Bond until it is paid.
(d) Use of Depository.
(1) The Bonds shall be registered initially in the name of "Cede & Co. ", as
nominee of DTC, with one Bond maturing on each of the maturity dates for the Bonds in a
denomination corresponding to the total principal therein designated to mature on such date.
Registered ownership of such immobilized Bonds, or any portions thereof, may not thereafter be
transferred except (A) to any successor of DTC or its nominee, provided that any such successor
shall be qualified under any applicable laws to provide the service proposed to be provided by it;
(B) to any substitute depository appointed by the City Representative pursuant to subsection (2)
below or such substitute depository's successor; or (C) to any person as provided in
subsection (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 City Representative to
discontinue the system of book entry transfers through DTC or its successor (or any substitute
depository or its successor), the City Representative 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 (A) or (B) of subsection (1)
above, the Bond Registrar shall, upon receipt of all outstanding Bonds, together with a written
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request on behalf of the City Representative, issue a single new Bond for each maturity then
outstanding, registered in the name of such successor or such substitute depository, or their
nominees, as the case may be, all as specified in such written request of the City Representative.
(4) In the event that (A) DTC or its successor (or substitute depository or its
successor) resigns from its functions as depository, and no substitute depository can be obtained,
or (B) the City Representative determines that it is in the best interest of the beneficial owners of
the Bonds that such owners be able to obtain such bonds in the form of 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 in fully- immobilized form. The City Representative shall deliver a
written request to the Bond Registrar, together with a supply of definitive Bonds, to issue Bonds
as herein provided in any authorized denomination. Upon receipt by the Bond Registrar of all
then outstanding Bonds together with a written request on behalf of the City Representative to
the Bond Registrar, new Bonds 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, maturity and interest rate and for the same aggregate
principal amount in any authorized denomination, naming as Registered Owner the person or
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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, maturity and interest rate, in any authorized denomination. The Bond Registrar
shall not be obligated to register the transfer or to exchange any Bond during the 15 days
preceding any interest payment or principal payment date any such Bond is to be redeemed.
(f) Bond Registrar's Ownership of Bonds. The Bond Registrar may become the
Registered Owner of any Bond with the same rights it would have if it were not the Bond
Registrar, and to the extent permitted by law, may act as depository for and permit any of its
officers or directors to act as member of, or in any other capacity with respect to, any committee
formed to protect the right of the Registered Owners of Bonds.
(g) Registration Covenant. The City covenants that, until all Bonds have been
surrendered and canceled, it will maintain a system for recording the ownership of each Bond
that complies with the provisions of Section 149 of the Code.
(h) Place and Medium of Payment. Both principal of and interest on the Bonds shall
be payable in lawful money of the United States of America. 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 in fully immobilized form, payments of principal and interest thereon shall be made as
provided in accordance with the operational arrangements of DTC referred to in the Letter of
Representations. In the event that the Bonds are no longer in fully immobilized form, interest on
the Bonds shall be paid by check or draft mailed to the Registered Owners at the addresses for
such Registered Owners appearing on the Bond Register on the fifteenth day of the month
preceding the interest payment date, or upon the written request of a Registered Owner of more
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than $1,000,000 of Bonds (received by the Bond Registrar at least 15 days prior to the applicable
payment date), such payment shall be made by the Bond Registrar by wire transfer to the account
within the continental 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
principal office of the Bond Registrar.
Section 4. Redemption Prior to Maturity and Purchase of Bonds.
(a) Optional Redemption. The Bonds maturing on or after December 1, 2026 are
subject to redemption at the option of the City on and after December 1, 2021, in whole or in part
on any date (and, if in part, with maturities to be selected by the City), at a price of par plus
accrued interest to the date of redemption.
(b) Mandatory Redemption. The Bonds maturing on December 1, 2013, December 1,
2015, December 1, 2017, December 1, 2019, December 1, 2021, December 1, 2026 and
December 1, 2031 (which shall be deemed to be Term Bonds), shall be redeemed prior to
maturity by lot (or paid at maturity), not later than December 1 in the years as shown below (to
the extent such Bonds have not been previously redeemed or purchased) and in the principal
amounts set forth below, without premium, together with the interest accrued to the date fixed
for redemption.
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2013 Term Bonds
Redemption
(December 1) Redemption
Amount
Year Amount
$ 90,000
2012 $ 85,000
95,000
2012 40,000 —
R
2013* 45,000 —
R
2013 * 85,000
* Final Maturity
2015 Term Bonds
(December 1) Redemption
Year Amount
2014 $ 85,000
2014 45,000
—R
2015* 45,000
—R
2015* 90,000
* Final Maturity
2017 Term Bonds
(December 1) Redemption
Year Amount
2016 $ 90,000
2016 50,000 —R
2017* 90,000
* Final Maturity
* Final Maturity
* Final Maturity
2019 Term Bonds
(December 1)
Redemption
Year
Amount
2018
$ 90,000
2019*
95,000
2021 Tenn Bonds
(December 1) Redemption
Year Amount
2020 $ 95,000
2021 * 100,000
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* Final Maturity
2026 Term Bonds
(December 1) Redemption
Year Amount
2022
$ 100,000
2023
105,000
2024
105,000
2025
110,000
2026*
110,000
2031 Term Bonds
(December 1) Redemption
Year Amount
2027
$ 115,000
2028
120,000
2029
125,000
2030
125,000
2031 *
130,000
* Final Maturity
" —R" Indicates Refunding Bonds.
To the extent the City redeems (other than in satisfaction of the mandatory sinking fund
requirements) or purchases for cancellation any Bonds that are subject to mandatory redemption,
the City may reduce the mandatory sinking fund requirements of such Bonds of the same
maturity, in like aggregate principal amount for the year specified by the City Representative.
(c) Purchase of Bonds. The City reserves the right to purchase any of the Bonds
offered to it at any time at a price deemed reasonable by the City Representative.
(d) Selection of Bonds for Redemption. For as long as the Bonds are held in
book -entry only form, the selection of particular Bonds within a 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 in uncertificated form, the selection of such Bonds to be redeemed and the surrender
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and reissuance thereof, as applicable, shall be made as provided in the following provisions of
this subsection (d). If the City redeems at any one time fewer than all of the Bonds 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 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 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
thereof, at the option of the Registered Owner, a Bond or Bonds of like maturity and interest rate
in any of the denominations herein authorized.
(e) Notice of Redemption.
(1) Official Notice. For so long as the Bonds are held in uncertificated form,
notice of redemption (which notice may be conditional) shall be given in accordance with the
operational arrangements of DTC as then in effect, and neither the City nor the Bond Registrar
will provide any notice of redemption to any Beneficial Owners. Thereafter (if the Bonds are no
longer held in uncertificated form), notice of redemption shall be given in the manner hereinafter
provided. Unless waived by any owner of Bonds to be redeemed, official notice of any such
redemption (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
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or Bonds to be redeemed at the address shown on the 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 are to be redeemed, the
identification by maturity (and, in the case of partial redemption, the respective principal
amounts) of the Bonds to be redeemed,
(D) that on the redemption date the redemption price 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
(E) 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
which are to be redeemed on that date.
(2) Effect of Notice: Bonds Due. If an unconditional notice of redemption has
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 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
18- P: \20287_CMW \20287_9GY 02/28/12
have been redeemed shall be canceled and destroyed 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 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
25 days before the redemption date to each party entitled to receive notice pursuant to
Section 12, and to the Underwriter 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 4, 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.
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Section 5. Form of Bonds. The Bonds shall be in substantially the following form:
UNITED STATES OF AMERICA
NO. $
STATE OF WASHINGTON
CITY OF YELM
LIMITED TAX GENERAL OBLIGATION AND REFUNDING BOND, 2012
INTEREST RATE: % MATURITY DATE: CUSIP NO.:
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The City of Yelm, 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 March 13, 2012, 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 June 1,
2012, and semiannually thereafter on the first days of each succeeding June and December. Both
principal of and interest on this bond are payable in lawful money of the United States of
America. The fiscal agency 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. 955 duly
passed by the City Council on February 28, 2012 (the "Bond Ordinance "). Capitalized terms
used in this bond have the meanings given such terms in the Bond Ordinance.
This bond is one of an authorized issue of bonds of like date, tenor, rate of interest and
date of maturity, except as to number and amount in the aggregate principal amount of
$2,275,000 and is issued pursuant to the Bond Ordinance for providing funds to finance the
purchase of a condominium for a City library, to refund certain outstanding obligations and to
pay costs of issuance.
The bonds of this issue are subject to redemption as provided in the Bond Ordinance.
The bonds of this issue are qualified tax - exempt obligations under Section 265(b) of the
Internal Revenue Code of 1986, as amended for banks, thrift institutions and other financial
institutions. The bonds of this issue are not private activity bonds.
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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.
The City has irrevocably covenanted with the owner of this bond that it will annually
include in its budget and levy taxes on all taxable property in the City, within and as part of the
property taxes authorized by law to be levied by the City without a vote of the people, in an
amount that, together with other lawfully available funds, will be sufficient 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 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, 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 Yelm, Washington has caused this bond to be
executed by the manual or facsimile signatures of the Mayor and City Clerk and the seal of the
City imprinted, impressed or otherwise reproduced hereon as of this 13th day of March, 2012.
CITY OF YELM, WASHINGTON
/-41v
By /s/ manual or facsimile
Mayor
ATTEST:
/s/ manual or facsimile
City Clerk
[SEAL]
The Bond Registrar's Certificate of Authentication on the Bonds shall be in substantially
the following form:
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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, 2012 of the City of Yelm,
Washington, dated March 13, 2012.
WASHINGTON STATE FISCAL
AGENCY, as Bond Registrar
Section 6. Execution of Bonds. The Bonds shall be executed on behalf of the City
with the manual or facsimile signatures of the Mayor and City Clerk of the City and the seal of
the City shall be impressed, imprinted or otherwise reproduced thereon.
Only such Bonds as shall bear thereon a Certificate of Authentication in the form
hereinbefore recited, manually executed by 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.
In case either of the officers who shall have executed the Bonds shall cease to be an
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 be signed and attested on behalf of the City by such persons who at
the date of the actual execution of such Bond, are 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.
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Section 7. Project Account, Disposition of Bond Proceeds; Refunding Procedures.
(a) Costs of Issuance. Costs of issuance of the Bonds payable from bond proceeds
may be paid by the City directly or Bond proceeds may be deposited with the Escrow Agent who
will be directed to make payment under the terms of the Escrow Agreement.
(c) Project Account. The City Representative is hereby requested to establish a fund
to be designated as the "2012 Project Account" (the "Project Account "), into which the balance
of the net proceeds of the Improvement Bonds shall be deposited. Money on hand in the Project
Fund shall be used to pay the costs of or reimbursement for the costs of the Projects and costs of
issuance of the Improvement Bonds (unless deposited with the Escrow Agent as described
herein). The City Representative shall invest money in the Project Fund in such obligations as
may now or hereafter be permitted to the City by law and which will mature prior to the date on
which such money shall be needed. Any part of the proceeds of the Improvement Bonds
remaining in the Project Account after all costs of the Projects have been paid (including costs of
issuance, if any) shall be transferred to the Bond Fund for the uses and purposes therein
provided.
(c) Refunding Proceeds. The net proceeds of sale of the Refunding Bonds in the
dollar amount certified by the City to the Escrow Agent shall be delivered to the Escrow Agent
for the purpose of defeasing the 2000 Bonds and at the City's option, paying related costs of
issuance.
Money received by the Escrow Agent from the Bond proceeds and other money provided
by the City shall be used immediately by the Escrow Agent upon receipt thereof in accordance
with the terms of the Escrow Agreement to defease the 2000 Bonds as authorized by the 2000
Bond Ordinance. The 2000 Bonds shall be called for redemption at 100% of par on the Call
_23' PA20287 CMW \20287 9GY 02/28/12
Date. The City shall defease the 2000 Bonds and discharge such obligations by the use of money
deposited with the Escrow Agent to purchase certain Government Obligations (which obligations
so purchased, are herein called "Acquired Obligations "), bearing such interest and maturing as to
principal and interest in such amounts and at such times which, together with any necessary
beginning cash balance, will provide for the payment:
(1) interest on the 2000 Bonds coming due on each date on which interest is
due and payable, to and including the Call Date; and
(2) the redemption price of the 2000 Bonds (100% of the principal amount
thereof) on the 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.
(d) Escrow Agent /Escrow Agreement. The City hereby appoints The Bank of New
York Mellon, New York, New York, as the Escrow Agent for the 2000 Bonds (the "Escrow
Agent "). A beginning cash balance, if any, and the Acquired Obligations shall be deposited
irrevocably with the Escrow Agent in an amount sufficient to defease the 2000 Bonds. The
proceeds of the Bonds remaining after acquisition of the Acquired Obligations and provision for
the necessary beginning cash balance shall be utilized to pay expenses of the acquisition and
safekeeping of the Acquired Obligations and expenses of the issuance of the Bonds.
In order to carry out the purposes of this Section 7, the City Representative is authorized
and directed to execute and deliver to the Escrow Agent, an Escrow Deposit Agreement,
substantially in the form attached hereto as Exhibit A.
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(e) Call for Redemption of 2000 Bonds. 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 in Subsection (c)(1) and (2) of this Section 7.
The City hereby irrevocably calls the 2000 Bonds for redemption on the Call Date in
accordance with the provisions of the 2000 Bond Ordinance.
Said defeasance and call for redemption of the 2000 Bonds shall be irrevocable after the
final establishment of the escrow account and delivery of the Acquired Obligations to the Escrow
Agent.
The Escrow Agent is hereby authorized and directed to provide for the giving of notices
of the redemption of the 2000 Bonds in accordance with the applicable provisions of the 2000
Bond Ordinance. The City Administrator is authorized and requested to provide whatever
assistance is necessary to accomplish such redemption and the giving of notices therefor. The
costs of publication of such notices shall be an expense of the City.
The City will take such actions as are found necessary to ensure that all necessary and
proper fees, compensation and expenses of the Escrow Agent shall be paid when due.
Section 8. Tax Covenants.
(a) Arbitrage Covenant. The City hereby covenants that it will not make any use of
the proceeds of sale of the Bonds or any other funds of 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.
_25' PA20287_CMW \20287_9GY 02/28/12
(b) Private Person Use Limitation for Bonds. The City covenants that for as long as
the Bonds are outstanding, it will not permit:
(1) More than 10% of the Net Proceeds of the Bonds to be allocated to any
Private Person Use; and
(2) More than 10% of the principal or interest payments on the Bonds in a
Bond Year to be directly or indirectly: (A) secured by any interest in property used or to be used
for any Private Person Use or secured by payments in respect of property used or to be used for
any Private Person Use, or (B) derived from payments (whether or not made to the City) in
respect of property, or borrowed money, used or to be used for any Private Person Use.
The City further covenants that, if:
(3) More than five percent of the Net Proceeds of the Bonds are allocable to
any Private Person Use; and
(4) More than five percent of the principal or interest payments on the Bonds
in a Bond Year are (under the terms of this ordinance or any underlying arrangement) directly or
indirectly:
(A) secured by any interest in property used or to be used for any
Private Person Use or secured by payments in respect of property used or to be used for any
Private Person Use, or
(B) derived from payments (whether or not made to the City) in
respect of property, or borrowed money, used or to be used for any Private Person Use, then,
(i) any Private Person Use of the Project or the projects refinanced by the Bonds described in
subsection (3) hereof or Private Person Use payments described in subsection (4) hereof that is in
excess of the five percent limitations described in such subsections (3) or (4) will be for a Private
_26' PA20287 CK M20287 9GY 02/28/12
Person Use that is related to the state or local governmental use of the Project funded by the
proceeds of the Bonds or the projects refinanced by the Bonds, and (ii) any Private Person Use
will not exceed the amount of Net Proceeds of the Bonds allocable to the state or local
governmental use portion of the Project(s) or the projects refinanced by the Bonds to which the
Private Person Use of such portion of the projects funded or refinanced by the proceeds of the
Bonds relate. The City further covenants that it will comply with any limitations on the use of
the projects funded or refinanced by the proceeds of the Bonds by other than state and local
governmental users that are necessary, in the opinion of its bond counsel, to preserve the tax
exemption of the interest on the Bonds. The covenants of this section are specified solely to
assure the continued exemption from regular income taxation of the interest on the Bonds.
(c) Designation under Section 265(b) of the Code. The City hereby designates the
Bonds as "qualified tax exempt obligations" for investment by financial institutions under
Section 265(b) of the Code. The City does not anticipate that it will issue more than $10,000,000
in qualified tax - exempt obligations during 2012 (excluding obligations permitted by the Code to
be excluded for purposes of the City's qualification as a qualified small issuer).
Section 9. Bond Fund and Provision for Tax Levy Payments. There is hereby
authorized a special fund of the City to be used for the payment of debt service on the Bonds,
designated as the "Limited Tax General Obligation Debt Service Fund" (the "Bond Fund "). No
later than the date each payment of principal of and /or interest on the Bonds matures or becomes
due and payable, the City shall transmit sufficient funds, from the Bond Fund or from other
legally available sources to the Bond Registrar for the payment of such principal and /or interest.
Money in the Bond Fund not needed to pay the interest or principal next coming due may
temporarily be deposited in legal investments for City funds.
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The City hereby irrevocably covenants for as long as any of the Bonds are outstanding
that each year it will include in its budget and levy an ad valorem tax on all taxable property in
the City, within and as part of the property taxes authorized by law to be levied by the City
without a vote of the people, in an amount that, together with other lawfully available funds, will
be sufficient to pay the principal of and interest on the Bonds as the same shall become due. All
of such taxes so collected and any other money to be used for such purposes shall be paid into
the Bond Fund.
The City hereby irrevocably pledges that a sufficient portion of each annual levy to be
levied and collected by the City prior to the full payment of the principal 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 said taxes and for the prompt
payment of the principal of and interest on the Bonds as the same shall become due.
Section 10. Defeasance. In the event that the City, in order to effect the payment,
retirement or redemption of any Bond, sets aside in the Bond 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 Bond 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
'28' P:\20287_CMW \20287_9GY 02/28/12
principal, premium, if any, and interest from the Bond 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 to the owners of all Bonds so provided
for each party entitled to receive notice in accordance with Section 12 of this ordinance.
Section 11. Sale of Bonds. The Bonds shall be sold by negotiated sale to the
Underwriter, under the terms and conditions thereof as provided in the bond purchase contract
presented to the Council at this meeting and in this ordinance. The City Representative is hereby
authorized and directed to execute the bond purchase contract.
The City Representative is hereby authorized to review and approve on behalf of the City
the preliminary and final Official Statements relative to the Bonds with such additions and
changes as may be deemed necessary or advisable to him. The Preliminary Official Statement
dated February 14, 2012 is hereby deemed final for purposes of Rule 15c2 -12 of the
Commission. The proper City officials are hereby authorized and directed to do everything
necessary for the prompt execution and delivery of the Bonds to the purchasers thereof,
including the execution and delivery of closing certificates and for the proper application and use
of the proceeds of sale thereof.
Section 12. 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 (b)(5) of the Rule.
(b) Financial Statements /Operating Data. The City agrees to provide or
cause to be provided to the Municipal Securities Rulemaking Board ( "MSRB "), the following
annual financial inforination and operating data for the prior fiscal year (commencing in 2013 for
the fiscal year ended December 31, 2012):
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1. Annual financial statements, which statements may or may not be audited,
showing ending fund balances for the City's general fund prepared in accordance with the
Budgeting Accounting and Reporting System prescribed by the Washington State Auditor
pursuant to RCW 43.09.200 (or any successor statute) and generally of the type included in the
official statement for the Bonds under the heading "Fund Resources and Uses Arising from Cash
Transactions for the Current Expense Fund ";
2. The assessed valuation of taxable property in the City;
3. Ad valorem taxes due and percentage of taxes collected;
4. Property tax levy rate per $1,000 of assessed valuation; and
5. Outstanding general obligation debt of the City.
Items 2 -5 shall be required only to the extent that such information is not included in the annual
financial statements.
The information and data described above shall be provided on or before 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 the
MSRB. In lieu of providing such annual financial information and operating data, the City may
cross -refer to other documents available to the public on the MSRB's internet website or filed
with the Commission.
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 Budgeting
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 the MSRB.
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(c) Material Events. The City agrees to provide or cause to be provided, in a timely
manner, to the MSRB notice of the occurrence of any of the following events with respect to the
Bonds not in excess of ten business days after the occurrence of the event:
Principal and interest payment delinquencies;
• Non - payment related defaults, if material;
• Unscheduled draws on debt service reserves reflecting financial
difficulties;
• Unscheduled draws on credit enhancements reflecting financial
difficulties;
• Substitution of credit or liquidity providers, or their failure to perform;
• Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS
Form 5701 -TEB) or other material notices or determinations with respect to the tax status
of the Bonds, or other material events affecting the tax status of the Bonds_-
• Modifications to the rights of Bondholders, if material;
• Bond calls, if material, and tender offers;
• Defeasances;
• Release, substitution, or sale of property securing repayment of the Bonds,
if material;
• Rating changes;
• Bankruptcy, insolvency, receivership or similar event of the City;
• The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other than in the
-31- PA20287 CMW \20287 9GY 02/28/12
ordinary course of business, the entry into a definitive agreement to undertake such an
action or the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material; and
• Appointment of a successor or additional trustee or the change of name of
a trustee, if material.
Solely for purposes of information, and not intending to modify this undertaking, the City
advises that. The City shall promptly determine whether the events described above are material.
(d) Notification Upon Failure to Provide Financial Data. The City agrees to provide
or cause to be provided, in a timely manner to the MSRB notice of its failure to provide the
annual financial information described in Subsection (b) above on or prior to the date set forth in
Subsection (b) above.
(e) Emma; Format for Filings with the MSRB. Until otherwise designated by the
MSRB or the Commission, any information or notices submitted to the MSRB in compliance
with the Rule are to be submitted through the MSRB's Electronic Municipal Market Access
system ( "EMMA "), currently located at www.emma.msrb.org (which is not incorporated into
this Official Statement by reference). All notices, financial information and operating data
required by this undertaking to be provided to the MSRB must be in an electronic format as
prescribed by the MSRB. All documents provided to the MSRB pursuant to this undertaking
must be accompanied by identifying information as prescribed by the MSRB.
(f) Termination /Modification. The City's obligations to provide annual financial
information and notices of material events shall terminate upon the legal defeasance, prior
redemption or payment in full of all of the Bonds. Any provision of this section shall be null and
void if the City (1) obtains an opinion of nationally recognized bond counsel to the effect that the
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portion of the Rule that requires that provision is invalid, has been repealed retroactively or
otherwise does not apply to the Bonds and (2) notifies the MSRB of such opinion and the
cancellation of this section.
The City may amend this section with an opinion of nationally recognized bond counsel
in accordance with the Rule. In the event of any amendment of this section, the City shall
describe such amendment in the next annual report, and shall include, a narrative explanation of
the reason for the amendment 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 material event under Subsection (c), and (ii) the annual report for the year in which the change
is made shall present a comparison (in narrative form and also, if feasible, in quantitative form)
between the financial statements as prepared on the basis of the new accounting principles and
those prepared on the basis of the former accounting principles.
(g) Bond Owner's Remedies Under This Section. The right of any bondowner or
beneficial owner of Bonds to enforce the provisions of this section shall be limited to a right to
obtain specific enforcement of the City's obligations under this section, and any failure by the
City to comply with the provisions of this undertaking shall not be an event of default with
respect to the Bonds. 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.
(h) No Default. The City is not and has not been in default in the performance of its
obligations of any prior undertaking for ongoing disclosure with respect to its obligations.
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Section 13. Lost, Stolen or Destroyed Bonds. In case any Bond or Bonds shall be lost,
stolen or destroyed, the Bond Registrar may execute and deliver a new Bond or Bonds of like
date, number and tenor to the Registered Owner thereof upon the Registered Owner's paying the
expenses and charges of the City and the Bond Registrar in connection therewith and upon
his/her filing with the City evidence satisfactory to the City that such Bond was actually lost,
stolen or destroyed and of his/her ownership thereof, and upon furnishing the City and /or the
Bond Registrar with indemnity satisfactory to the City and the Bond Registrar.
Section 14. 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 15. Effective Date. This ordinance shall become effective five days from its
passage and publication as required by law.
ADOPTED by the City Council of the City of Yelm, Washington, at a regular meeting
thereof held this 28th day of February, 2012.
ATTEST:
City Clerk
CITY OF YELM, WA,HINGTON
Mayor
-34- PA20287 CMw\2o2s7 scv 02/28/12
APPENDIX C
Fee Schedule
Escrow Agent Fee: See Attached
CERTIFICATE
I, the undersigned, City Clerk of the City of Yelm, Washington (the "City ") and keeper of
the records of the City Council (the "City Council "), DO HEREBY CERTIFY:
1. That the attached Ordinance is a true and correct copy of Ordinance No. 955 of
the City Council (the "Ordinance "), duly passed at a regular meeting thereof held on the 28th day
of February, 2012.
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 City 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 this 28th day of February, 2012.
�
City Cler
\,J,#111NE
P:\20287_CMW\20287_9GY 02/28/12