974 Water Refunding Revenue BondCITY OF YELM
WATER REVENUE REFUNDING BONDS, 2013
ORDINANCE NO. 974
AN ORDINANCE OF THE CITY OF YELM, WASHINGTON,
AUTHORIZING THE ISSUANCE OF WATER REVENUE
REFUNDING BONDS OF THE CITY IN THE AGGREGATE
PRINCIPAL AMOUNT OF NOT TO EXCEED $1,600,000 TO
PROVIDE FOR THE REFUNDING OF CERTAIN
OUTSTANDING WATER REVENUE BONDS; RESERVING
THE RIGHT TO ISSUE REVENUE BONDS ON A PARITY
WITH THE BONDS HEREIN AUTHORIZED UPON
COMPLIANCE WITH CERTAIN CONDITIONS;
AUTHORIZING THE APPOINTMENT OF AN ESCROW
AGENT AND THE EXECUTION OF AN ESCROW
AGREEMENT; AUTHORIZING A PRELIMINARY
OFFICIAL STATEMENT; AND DELEGATING
AUTHORITY TO APPROVE THE FINAL TERMS OF SAID
BONDS.
Approved: SEPTEMBER 10, 2013
Prepared by:
K&L GATES LLP
Seattle, Washington
CITY OF YELM, WASHINGTON
ORDINANCE NO. 974
TABLE OF CONTENTS*
Page
Section1.
Definitions .............................................................................. ............................... 3
Section 2.
Compliance with Parity Conditions ..................................... ...............................
14
Section 3.
Authorization of Bonds ........................................................ ............................... 15
Section 4.
Description of the Bonds ....................................................... .............................15
Section 5.
Place and Medium of Payment ............................................ ...............................
16
Section6.
Registration .......................................................................... ...............................
16
Section 7.
Redemption and Purchase .................................................... ...............................
20
Section 8.
Revenue Fund and Priority of Application of Revenue ....... ...............................
24
Section 9.
Bond Fund and Reserve Fund .............................................. ...............................
26
Section 10.
Specific Covenants ............................................................... ...............................
30
Section11.
Tax Covenants ..................................................................... ...............................
33
Section 12.
Issuance of Future Parity Bonds .......................................... ...............................
36
Section13.
Form of Bonds ..................................................................... ...............................
40
Section 14.
Execution of Bonds .............................................................. ...............................
42
Section15.
Defeasance ........................................................................... ...............................
43
Section 16.
Lost or Destroyed Bonds ..................................................... ...............................
43
Section 17.
Sale of Bonds; Official Statement ........................................ ...............................
44
Section 18.
Refunding Plan and Procedures ........................................... ...............................
47
Section 19.
Undertaking to Provide Ongoing Disclosure ....................... ...............................
49
Section20.
Effective Date ...................................................................... ...............................
53
Exhibit A — Form of Escrow Agreement
Exhibit B — Form of Costs of Issuance Agreement
* This Table of Contents and the cover page are not a part of this ordinance; they are included for
convenience of the reader only.
ORDINANCE NO. 974
AN ORDINANCE OF THE CITY OF YELM, WASHINGTON,
AUTHORIZING THE ISSUANCE OF WATER REVENUE
REFUNDING BONDS OF THE CITY IN THE AGGREGATE
PRINCIPAL AMOUNT OF NOT TO EXCEED $1,600,000 TO
PROVIDE FOR THE REFUNDING OF CERTAIN
OUTSTANDING WATER REVENUE BONDS; RESERVING
THE RIGHT TO ISSUE REVENUE BONDS ON A PARITY
WITH THE BONDS HEREIN AUTHORIZED UPON
COMPLIANCE WITH CERTAIN CONDITIONS;
AUTHORIZING THE APPOINTMENT OF AN ESCROW
AGENT AND THE EXECUTION OF AN ESCROW
AGREEMENT; AUTHORIZING A PRELIMINARY OFFICIAL
STATEMENT; AND DELEGATING AUTHORITY TO
APPROVE THE FINAL TERMS OF SAID BONDS.
WHEREAS, the City of Yelm, Washington (the "City ") operates a water utility system
(hereinafter further defined as the "System "); and
WHEREAS, the City has outstanding its water revenue bonds payable from revenues of
the System as follows:
Authorizing
Ordinance
Ordinance No. 776
Ordinance No. 922
Bond
Designation
Water Revenue Bonds, 2003
( "2003 Bonds ")
Water Revenue Bonds, 2010
( "2010 Bonds ")
(collectively, the "Outstanding Parity Bonds "); and
Principal Amount
Date Outstanding
of Bonds (8/1/2013)
May 5, 2003 $ 1,525,000
September 8, 2010 10,965,000
WHEREAS, the remaining outstanding 2003 Bonds mature on the following dates and in
the following principal amounts:
; and
Maturity Years
(December 1)
Principal Amounts
Interest Rates
2013
$120,000
4.25%
2014
130,000
4.40
2015
135,000
4.50
2016
140,000
4.60
2017
145,000
4.75
2022
855,000
5.25
WHEREAS, Ordinance No. 776 provides that the 2003 Bonds maturing on and after
December 1, 2013 may be redeemed in whole, or in part, on any date on and after June 1, 2013 at
par; and
WHEREAS, it appears that the 2003 Bonds may be refunded with the proceeds of water
revenue refunding bonds (the "Bonds "), thereby realizing savings in debt service for the benefit
of the City's ratepayers; and
WHEREAS, the ordinances authorizing the Outstanding Parity Bonds provide that
additional water revenue bonds may be issued on a parity with such bonds if certain conditions
are met; and
WHEREAS, it appears to the City Council (the "Council ") of the City that such
conditions can be met and that it is in the best interests of the City and its inhabitants that the
Bonds be issued on a parity with the outstanding water revenue bonds of the City; and
WHEREAS, this Council has determined to delegate authority to the Mayor and /or the
City Administrator (the "City Representative ") to approve the final principal amounts, interest
rates, maturity dates, interest payment dates, and principal maturities of the Bonds for a limited
time;
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NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF YELM,
WASHINGTON, DO ORDAIN as follows:
Section 1. Definitions. As used in this ordinance the following definitions shall
apply unless a different meaning clearly appears from the context:
Accreted Value means (1) with respect to any Capital Appreciation Bonds, as of any date
of calculation, the sum of the amount set forth in the ordinance authorizing their issuance as the
amount representing the initial principal amount of such Capital Appreciation Bonds plus the
interest accumulated, compounded and unpaid thereon as of the most recent compounding date,
or (2) with respect to Original Issue Discount Bonds, as of the date of calculation, the amount
representing the initial public offering price of such Original Issue Discount Bonds plus the
amount of discounted principal which has accreted since the date of issue. In each case the
Accreted Value shall be determined in accordance with the provisions of the ordinance
authorizing the issuance of such Balloon Maturity Bonds.
Annual Debt Service means the total amount of Debt Service for any Parity Bond or
series of Parity Bonds or other evidences of indebtedness payable from Revenue of the System in
any fiscal year or Base Period.
Balloon Maturity Bonds means any evidences of indebtedness of the City payable from
Revenue of the System which are so designated in the ordinance pursuant to which such
indebtedness is incurred. The 2003 Bonds maturing in the year 2022 are Balloon Maturity
Bonds and the 2010 Bonds maturing in the years 2028, 2031, 2035 and 2040 are Balloon
Maturity Bonds. The City Representative may designate Bonds as Balloon Maturity Bonds in
the Purchase Contract.
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Base Period means any consecutive 12 -month period selected by the City out of the
30 -month period next preceding the date of issuance of an additional series of Future Parity
Bonds.
Beneficial Owner means the person who has the power, directly or indirectly, to vote or
consent with respect to, or to dispose of ownership of, any Bond, including a person holding a
Bond through nominees or depositories.
Bond Fund means the special fund of the City heretofore created and maintained to pay
debt service on Parity Bonds.
Bond Register means the books or records maintained by the Bond Registrar containing
the name and mailing address of the owner of each Bond or nominee of such owner and the
principal amount and number of Bonds held by each owner or nominee.
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 the principal of, premium, if any, and interest on the Bonds.
Bonds means the City of Yelm, Washington, Water Revenue Refunding Bonds, 2013, to
be issued in the aggregate principal amount of not to exceed $1,600,000, authorized to be issued
pursuant to this ordinance.
Call Date means the date designated by the City Representative in the Purchase Contract.
Capital Appreciation Bonds means any Future Parity Bonds all or a portion of the
interest on which is compounded, accumulated and payable only upon redemption or on the
maturity date of such Capital Appreciation Bonds. If so provided in the ordinance authorizing
their issuance, Future Parity Bonds may be deemed to be Capital Appreciation Bonds for only a
portion of their term. On the date on which Future Parity Bonds no longer are Capital
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Appreciation Bonds, they shall be deemed outstanding in a principal amount equal to their
Accreted Value.
City means the City of Yelm, a municipal corporation of the State of Washington.
City Representative means the Mayor or the City Administrator or such other official or
employee of the City designated in writing by either of the foregoing.
Code means the United States Internal Revenue Code of 1986, as amended, together with
all applicable rulings and regulations heretofore or hereafter promulgated thereunder.
Commission means the United States Securities and Exchange Commission.
Consultant means at any time an independent municipal financial consultant appointed
by the City to perform the duties of the Consultant as required by this ordinance. For the
purposes of delivering any certificate required by Section 12 hereof and making the calculation
required by Section 12 hereof, the term Consultant shall also include any independent public
accounting firm or licensed professional engineer (not then employed by the City as an
employee) appointed by the City to make such calculation or to provide such certificate.
Costs of Issuance Agreement means the Costs of Issuance Agreement to be dated as of
the date of closing and delivery of the Bonds substantially in the form attached hereto as
Exhibit B.
Costs of Maintenance and Operation means all reasonable expenses incurred by the City
in causing the System of the City to be operated and maintained in good repair, working order
and condition, but shall not include any payments for debt service or into reserve funds,
depreciation or taxes levied or imposed by the City or payments to the City in lieu of taxes, or
capital additions or capital replacements to the System.
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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.
Debt Service means, for any period of time,
(a) with respect to any outstanding Original Issue Discount Bonds or Capital
Appreciation Bonds which are not designated as Balloon Maturity Bonds in the ordinance
authorizing their issuance, the principal amount thereof shall be equal to the Accreted Value
thereof maturing or scheduled for redemption in such period, and the interest payable during
such period;
(b) with respect to any outstanding Fixed Rate Bonds, an amount equal to (1) the
principal amount of such Fixed Rate Bonds due or subject to mandatory redemption during such
period and for which no sinking fund installments have been established, (2) the amount of any
payments required to be made during such period into any sinking fund established for the
payment of any such Fixed Rate Bonds, plus (3) all interest payable during such period on any
such outstanding Fixed Rate Bonds and with respect to Fixed Rate Bonds with mandatory
sinking fund requirements, calculated on the assumption that mandatory sinking fund
installments will be applied to the redemption or retirement of such Fixed Rate Bonds on the date
specified in the ordinance authorizing such Fixed Rate Bonds; and
(c) with respect to all other series of Parity Bonds, other than Fixed Rate Bonds,
Original Issue Discount Bonds or Capital Appreciation Bonds, specifically including but not
limited to Balloon Maturity Bonds and Parity Bonds bearing variable rates of interest, an amount
for any period equal to the amount which would have been payable for principal and interest on
such Parity Bonds during such period computed on the assumption that the amount of Parity
Bonds as of the date of such computation would be amortized (A) in accordance with the
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mandatory redemption provisions, if any, set forth in the ordinance authorizing the issuance of
such Parity Bonds, or if mandatory redemption provisions are not provided, during a period
commencing on the date of computation and ending on the date 30 years after the date of
issuance (B) at an interest rate equal to the yield to maturity set forth in the 40 -Bond Index
published in the edition of The Bond Buyer (or comparable publication or such other similar
index selected by the City) and published within ten days prior to the date. of calculation or, if
such calculation is being made in connection with the certificate required by Section 12 hereof,
then within ten days of such certificate, (C) to provide for essentially level annual debt service of
principal and interest over such period.
Debt Service shall be net of any interest funded out of Parity Bond proceeds. Debt Service shall
include reimbursement obligations to providers of Qualified Insurance or Qualified Letter of
Credit to the extent authorized by ordinance. Debt Service shall be calculated net of any federal
subsidy legally available to pay the principal of or interest on Parity Bonds in the year of
calculation.
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 6 hereof.
Escrow Agent means U.S. Bank National Association, Seattle, Washington.
Escrow Agreement means the Escrow Deposit Agreement to be dated as of the date of
closing of the Bonds and substantially in the form attached as Exhibit A hereto.
Fixed Rate Bonds means those Parity Bonds other than Capital Appreciation Bonds,
Original Issue Discount Bonds or Balloon Maturity Bonds issued under an ordinance in which
the rate of interest on such Parity Bonds is fixed and determinable through their final maturity or
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