776 Water Revenue BondsCITY OF YELM
WATER REVENUE BONDS, 2003
ORDINANCE NO. 776
AN ORDINANCE OF THE CITY OF YELM, WASHINGTON,
AUTHORIZING CERTAIN ADDITIONS AND BETTERMENTS
TO THE WATER UTILITY OF THE CITY; AUTHORIZING
THE ISSUANCE OF WATER REVENUE BONDS OF THE
CITY TO PAY THE COSTS OF SAID IMPROVEMENTS IN
THE AGGREGATE PRINCIPAL AMOUNT OF $2,595,000;
FIXING THE DATE, FORM, TERMS, MATURITIES AND
COVENANTS OF THE BONDS; APPROVING A PURCHASE
CONTRACT FOR THE BONDS; AND RESERVING THE
RIGHT TO ISSUE REVENUE BONDS ON A PARITY WITH
THE BONDS HEREIN AUTHORIZED UPON COMPLIANCE
WITH CERTAIN CONDITIONS.
Approved: APRIL 23, 2003
Prepared by:
PRESTON GATES & ELLIS LLP
Seattle, Washington
TABLE OF CONTENTS
Page
Section 1. Definitions ............................................................................................................. l
Section 2. Findings and Purposes; Plan of Additions and Betterments to the System ........ 10
Section 3. Authorization of Bonds .............................:......................................................... 12
Section 4. Description of the Bonds .................................................................................... 12
Section 5 Place and Medium of Payment ........................................................................... 13
Section 6. Registration ......................................................................................................... 13
Section 7. Redemption and Purchase .................................................................................:. 17
Section 8. Revenue Fund and Priority of Application of Revenue ...................................... 20
Section 9. Bond Fund and Reserve Fund ............................................................................. 22
Section 10. Specific Covenants .............................................................................................. 26
Section 11. Tax Covenants .................................................................................................... 28
Section 12. Issuance of Future Parity Bonds .......................................................................... 31
Section 13. Form of Bonds .................................................................................................... 34
Section 14. Execution of Bonds ............................................................................................. 37
Section 15. Defeasance .......................................................................................................... 37
Section 16. Lost or Destroyed Bonds ..................................................................................... 38
Section 17. Sale of Bonds ...................................................................................................... 38
Section 18. Disposition of Bond Proceeds ............................................................................. 38
Section 19. Undertaking to Provide Ongoing Disclosure ...................................................... 39
Section 20. Effective Date ..................................................................................................... 42
-1- CMW537.DOC 03/04/23
ORDINANCE NO. 776
AN ORDINANCE of the City of Yelm, Washington, authorizing
certain additions and betterments to the water utility of the City;
authorizing the issuance of water revenue bonds of the city to pay
the costs of said improvements in the aggregate principal amount
of $2,595,000; fixing the date, form, terms, maturities and
covenants of the bonds; approving a purchase contract for the
bonds; and reserving the right to issue revenue bonds on a parity
with the bonds herein authorized upon compliance with certain
conditions.
WHEREAS, the City of Yelm, Washington (the "City") operates a water utility system
(hereinafter further defined as the "System"); and
WHEREAS, the System is in need of certain upgrades and improvements; and
WHEREAS, it appears to be in the best interests of the City and its ratepayers that bonds
be issued to pay for such improvements; and
WHEREAS, Martin Nelson & Co., Inc., Seattle, Washington, has submitted to the
Council an offer to purchase the bonds authorized herein in accordance with the terms of this
ordinance and this offer is acceptable to the Council;
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 Bonds maturing in the year 2022 are "Balloon Maturity Bonds."
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 authorized to be created by Section 9 of
this ordinance.
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 in either Seattle,
Washington, or New York, New York, for the purposes of registering and authenticating the
Bonds, maintaining the Bond Register, effecting transfer of ownership of the Bonds, and paying
the principal of, premium, if any, and interest on the Bonds.
Bonds means the $2,595,000 par value City of Yelm, Washington, Water Revenue
Bonds, 2003 authorized to be issued pursuant to this ordinance.
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
-2- CMW537.DOC 03/04/23
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
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.
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 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.
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,
(1) 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
-3 - CMW 537.DOC 03/04/23
thereof maturing or scheduled for redemption in such period, and the interest payable during such
period;
(2) with respect to any outstanding Fixed Rate Bonds, an amount equal to
(A) 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, (B) 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 (C) 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
(3) 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 (i) in accordance with the
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 (ii) 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, (iii) 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
-4- CMW537.DOC 03/04!23
Bond proceeds. Debt Service shall include reimbursement obligations to providers of Qualified
Insurance or Qualified Letter of Credit to the extent authorized by ordinance.
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 5 hereof.
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
for a specified period of time. If so provided in the ordinance authorizing their issuance, Parity
Bonds maybe deemed to be Fixed Rate Bonds for only a portion of their term.
Future Parity Bonds means any water revenue bonds which the City may hereafter issue
having a lien upon the Revenue of the System for the payment of the principal thereof and
interest thereon equal to the lien upon the Revenue of the System of the Bonds.
Government Obligations has the meaning given such term in RCW Ch. 39.53, as such
chapter maybe hereafter amended or restated.
Letter of Representations means the Blanket Issuer Letter of Representations from the
City to DTC.
Maximum Annual Debt Service means highest dollar amount of Annual Debt Service in
any fiscal year or Base Period for all outstanding Parity Bonds and the Bonds and/or for all
subordinate lien evidences of indebtedness secured by Revenue of the System, as the context
requires.
Moody's means Moody's Investors Service, its successors and their assigns, and, if such
corporation shall be dissolved or liquidated or shall no longer perform the functions of a
securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized
securities rating agency designated by the City.
MSRB means the Municipal Securities Rulemaking Board.
-J- CMW537.DOC 03/04/23
Net Proceeds when used with reference to the Bonds, means the principal amount of the
Bonds, plus accrued interest and original issue premium, if any, and less original issue discount
and proceeds, if any, deposited in the Reserve Fund.
Net Revenue means Revenue of the System less Costs of Maintenance and Operation.
NRMSIR means a nationally recognized municipal securities information repository.
Original Issue Discount Bonds means Parity Bonds which are sold at an initial public
offering price of less than 95% of their face value and which are specifically designated as
Original Issue Discount Bonds in the ordinance authorizing their issuance.
Parity Bonds means the Bonds and any Future Parity Bonds.
Parity Requirement means Net Revenues equal to or greater than:
(a) 125% of Maximum Annual Debt Service for all Parity Bonds computed by
deducting from Annual Debt Service the Annual Debt Service for each series or issue of Parity
Bonds which is covered by ULID Assessments which is determined by multiplying such Annual
Debt Service by the percentage determined by dividing the ULID Assessments originally pledged
to such issue/series by the original principal amount of such issue/series, and
(b) 100% of Maximum Annual Debt Service for all subordinate lien evidences
of indebtedness. secured by Revenue of the System.
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 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
- V - CMW 537.DOC 03/04/23
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 means the plan of water improvements to the System authorized in Section 2
hereof.
Project Fund means the Water Capital Projects Fund No. 431 maintained in the office of
the City Treasurer.
Qualified Insurance means any non-cancelable municipal bond insurance policy or
surety bond issued by any insurance company licensed to conduct an insurance business in any
state of the United States (or by a service corporation acting on behalf of one or more such
insurance companies) which insurance company or companies, as of the time of issuance of such
policy or surety bond, are currently rated in one of the two highest Rating Categories by both
Moody's and S&P.
Qualified Letter of Credit means any irrevocable letter of credit issued by a financial
institution for the account of the City on behalf of registered owners of the Bonds, which
institution maintains an office, agency or branch in the United States and as of the time of
issuance of such letter of credit, is currently rated in one of the two highest Rating Categories by
either Moody's or S&P.
Rate Covenant means Net Revenues in each fiscal year at least equal to 125% of the
amounts required in such fiscal year to be paid as scheduled debt service (principal and interest)
on all Parity Bonds, computed by deducting from such debt service 110% of the debt service for
each series or issue of Parity Bonds which is covered by ULID Assessments which is determined
by multiplying such debt service by the percentage determined by dividing the ULID
Assessments originally pledged to such issue/series by the original principal amount of such
issue/series.
-7- CMW537.DOC 03/0423
Rating Agency means Moody's or S&P.
Rating Category means the generic rating categories of the Rating Agency, without
regard to any refinement or gradation of such rating category by a numerical modifier or
otherwise.
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.
Reserve Fund means the Fund of that name created pursuant to Section 9 of this
ordinance.
Reserve Requirement means the lesser of (i) Maximum Annual Debt Service and
(ii) 1.25 times Average Annual Debt Service; provided, however, that the Reserve Requirement
shall not exceed an amount equal to 10% of the aggregate of the initial par amounts of each
outstanding series of Parity Bonds. From and after the date of issuance of the Bonds, the dollar
amount of the Reserve Requirement shall be re-calculated annually.
Revenue Fund means the Water Department Fund No. 401 maintained by the Treasurer
of the City.
Revenue of the System or Revenue means all of the earnings and revenues received by
the City from the maintenance and operation of the System and all earnings from the investment
of money in the Bond Fund which earnings are deposited in the Bond Fund, and connection and
capital improvement charges collected for the purpose of defraying the cost of capital facilities of
the System, but excluding government grants, proceeds from the sale of System property, City
taxes collected by or through the System, principal proceeds of bonds and earnings or proceeds
from any investments in a trust, defeasance or escrow fund created to defease or refund System
obligations (until commingled with other earnings and revenues of the System) or held in a
special account for the purpose of paying a rebate to the United States Government under the
Code. "Revenue of the System" shall also include any federal or state reimbursements of
-O- CMW537.DOC 03/04/23
operating expenses to the extent such expenses are included as "Costs of Maintenance and
Operation; provided, however, that Revenue of the System shall not include ULID Assessments.
Rule means the SEC's Rule 15c2-12 under the Securities Exchange Act of 1934, as the
same maybe amended from time to time.
S&P means Standard & Poor's, a Division of The McGraw Hill Companies, its
successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no
longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any
other nationally recognized securities rating agency designated by the City.
SEC means the Securities and Exchange Commission
SID means a state information depository for the State of Washington (if one is created in
the future).
.System means the City's existing water supply and distribution system, as the same may
be added to, improved and extended for as long as any Parity Bonds are outstanding. The term
"System" also shall include any other utility that may in the future be combined with the System.
ULID means a utility local improvement district of the City.
ULID Assessments means the assessments levied in all ULIDs, the assessments in which
are payable into the Bond Fund, and shall include installments thereof and interest and any
penalties thereon.
Underwriter means Martin Nelson & Co., Inc., Seattle, Washington.
Variable Interest Rate means a variable interest rate or rates to be borne by a series of
Future Parity Bonds or any one or more maturities within a series of Future Parity Bonds. The
method of computing such a variable interest rate shall be specified in the ordinance authorizing
such Future Panty Bonds, which ordinance also shall specify either (a) the particular period or
periods of time or manner of determining such period or periods of time for which each value of
such variable interest rate shall remain in effect or (b) the time or times upon which any change
in such variable interest rate shall become effective.
-9- CMW537.DOC 03/04/23
Variable Interest Rate Bonds means, for any period of time, Future Parity Bonds which
bear a Variable Interest Rate during that period, except that Future Parity Bonds the interest rate
or rates on which shall have been fixed for the remainder of the term thereof no longer shall be
deemed to be Variable Interest Rate Bonds.
Interpretation.
In this ordinance, unless the context otherwise requires:
(a) 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;
(b) 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;
(c) 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;
(d) 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
(e) All references herein to "articles," "sections" and other subdivisions or clauses are
to the corresponding articles, sections, subdivisions or clauses hereof.
Section 2. Findings and Purposes; Plan of Additions and Betterments to the System.
The Council hereby finds that the public interest, welfare and convenience require the
construction, acquisition and installation of the System improvements described in this Section 2
and that said improvements are legally required and/or economically sound, and will contribute
to the conduct of the business of the System in an efficient manner.
-1 ~' CMW537.DOC 03/04/23
The following plan for the acquisition, construction and installation of additions and
betterments to the System is hereby specified and adopted:
The City will construct a new water tank, make repairs and modifications to existing
water tanks, replace meters, make a reclaimed water hookup to the Yelm High School and make
other improvements to the System. In addition, the City may utilize some of the Bond proceeds
to acquire water rights if such rights become available following the issuance of the Bonds.
Such improvements are referred to collectively herein as the "Project".
The City shall provide all equipment, connections and appurtenances together with all
work as may be incidental and necessary to complete the Project. The Project facilities shall be
integrated into the System as required to provide a fully operational facility.
The City may make such changes in or additions to the Project or in the construction or
design of other facilities of the System as may be found necessary or desirable. Implementation
or completion of any specified improvement shall not be required if the Council determines that,
due to substantially changed circumstances, it has become advisable or impractical. If the Project
has either been completed, or its completion duly provided for, or its completion found to be
impractical, the City may apply the Bond proceeds or any portion thereof to other improvements
to the System, as the Council in its discretion shall determine. In the event that the proceed of
sale of the Bonds, plus any other moneys of the City legally available, are insufficient to
accomplish all of the Project provided by this section, the City shall use the available funds for
paying the cost of those improvements for which the Bonds were approved deemed by the
Council most necessary and to the best interest of the City.
The City shall acquire by purchase, lease or condemnation, all property, both real and
personal, or any interest therein, or rights-of--way and easements which may be found necessary
to acquire, construct and install the Project.
The estimated cost of this plan of additions and betterments and all costs incidental
thereto (including costs of issuance of the Bonds and funding of the Reserve Fund), is hereby
declared to be as nearly as practicable the sum of $2,595,000 of which an amount not to exceed
-11- CMW537.DOC 03/04/23
$2,595,000 is to be provided out of the proceeds of the sale of the Bonds, and the remainder is to
be provided from a loan from the public works trust fund and from other cash of the City now or
hereafter on hand and available therefor.
Section 3. Authorization of Bonds. The City shall now issue and sell $2,595,000 of
water revenue bonds (the "Bonds") for the purpose of providing funds required to pay the cost of
the Project, funding the Reserve Requirement and paying the costs of issuance of the Bonds.
Section 4. Description of the Bonds. The Bonds shall be designated as the "City of
Yelm, Washington Water Revenue Bonds, 2003" (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 Bond 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 December 1, 2003, at the following per annum interest rates and
shall mature on December 1 of the following years in the following principal amounts:
Maturity Years
(December 1)
Principal Amounts
Interest Rates
2003 $ 135,000 1.60%
2004 95,000 1.80
2005 95,000 2.10
2006 95,000 2.60
2007 100,000 2.90
2008 100,000 3.20
2009 105,000 3.50
2010 110,000 3.70
2011 115,000 3.90
2012 120,000 4.10
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
-12- CMW537.DOC 03/04/23
The Bonds shall be obligations only of the Bond Fund and shall be payable and secured
as provided herein. The Bonds shall not be general obligations of the City.
Section 5. Place and Medium of Payment. The 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 360-day year and twelve 30-day months. For so long as all Bonds are
in fully-immobilized form, such payments of principal and interest thereon shall be made as
provided in the operational arrangements of DTC as 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 of the Bonds at the addresses for
such Registered Owners appearing on the Bond Register on the 15th day of the month preceding
the interest payment date. 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 6. Registration.
(a) Bond Registrar/Bond Register. The City hereby specifies and adopts the
system of registration and transfer for the Bonds 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 of transfer of Bonds at its principal corporate trust office. The Bond Registrar may
be removed at any time at the option of the City upon prior notice to the Bond Registrar, DTC,
each NRMSIR and SID, if any, and a successor Bond Registrar appointed by the City. 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.
-13- CMW537.DOC 03/04/23
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 as the absolute owner thereof
for all purposes (except as provided in Section 19 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 5 hereof, but such Bond may be transferred as herein
provided. All such payments made as described in Section 5 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/Letter of Representations. To induce DTC to accept the
Bonds as eligible for deposit at DTC, the City shall execute and deliver to DTC a Blanket Letter
of Representations. The Bonds initially issued shall be held in fully immobilized form by DTC
acting as depository.
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
shall mean DTC (or any successor depository) or its nominee and shall not mean the owners of
any beneficial interest in such Bonds.
-14- CMW537.DOC 03/04/23
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 such Bond is paid.
(d) Use of Depository.
(i) 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 Council pursuant to subsection (ii) below or
such substitute depository's successor; or (C) to any person as provided in subsection (iv) below.
(ii) 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 Council to
discontinue the system of book entry transfers through DTC or its successor (or any substitute
depository or its successor), the Council 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.
(iii) In the case of any transfer pursuant to clause (A) or (B) of
subsection (i) above, the Bond Registrar shall, upon receipt of all outstanding Bonds, together
with a written request on behalf of the Council, 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 maybe, all as specified in such written request of the Council.
(iv) 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 Council 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
-15- CMW537.DOC 03!04/23
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 Council 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 Council 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 such Bond 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 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 the date any such Bond is to be redeemed.
(fj 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.
-1 V- CMW537.DOC 03!04/23
(g) Registration Covenant. The City covenants that, until all Bonds have been
surrendered and cancelled, it will maintain a system for recording the ownership of each Bond
that complies with the provisions of Section 149 of the Code.
Section 7. Redemption and Purchase.
(a) Optional Redemption. The Bonds maturing on and prior to
December 1, 2012 are not subject to optional redemption in advance of their scheduled maturity.
The Bonds maturing on and after December 1, 2013 are subject to redemption at the option of the
City on and after June 1, 2013 in whole or in part (and if in part, with maturities to be selected by
the City) on any date at a price of par. plus accrued interest to the date of redemption.
(b) Mandatory Redemption. Unless redeemed pursuant to the foregoing
optional redemption provisions, the Bonds maturing on December 1, 2022 are subject to
mandatory redemption at a price of par plus accrued interest to the date of redemption on
December 1 of the following years in the following principal amounts:
Redemption Years
2018
2019
2020
2021
2022*
Redemption Amounts
$ 155,000
160,000
170,000
180,000
190,000
*Final Maturity
(c) Purchase of Bonds for Retirement. The City reserves the right to use at
any time any surplus Revenue of the System available after providing for the payments required
by paragraphs First, through Fifth of Section 8 of this ordinance, or other available funds, to
purchase for retirement any of the Bonds offered to the City at any price deemed reasonable to
the City.
(d) Effect of Optional Redemption/Purchase. To the extent that the City shall
have optionally redeemed or purchased any Balloon Maturity Bonds since the last scheduled
mandatory redemption of such Balloon Maturity Bonds, the City may reduce the principal
-17- CMW537.DOC 03/04/23
amount of the Balloon Maturity Bonds to be redeemed in like principal amount.. Such reduction
maybe applied in the year specified by the City.
(e) Selection of Bonds for Redemption. As long as the Bonds are held in
book-entry only form, the selection of Bonds to be redeemed shall be made in accordance with
the operational arrangements in effect at DTC. If the Bonds are no longer held in uncertificated
form, the selection of such Bonds to be redeemed shall be made as provided in this
subsection (e). 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 other 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 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 the 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.
(f) Notice of Redemption.
(i) Official Notice. For so long as the Bonds are held in uncertificated
form, 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 will provide any notice of
redemption to any Beneficial Owners. Thereafter (if the Bonds are no long 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
shall be conditioned by the Bond Registrar on the receipt of sufficient funds for redemption) shall
be given by the Bond Registrar on behalf of the City by mailing a copy of an official redemption
notice by first class mail at least 30 days and not more than 60 days prior to the date fixed for
-18- CMW537.DOC 03/04!23
redemption to the Registered Owner of the Bond 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 series and 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.
(ii) Effect of Notice; Bonds Due. Official notice of redemption having
been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the
redemption date, become due and payable at the redemption price therein specified, and from and
after such date (unless the City shall default in the payment of the redemption price) such Bonds
or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption
in accordance with said notice, such Bonds shall be paid by the Bond Registrar at the redemption
price. Installments of interest due on or prior to the redemption date shall be payable as herein
provided for payment of interest. Upon surrender for any partial redemption of any Bond, there
shall be prepared for the Registered Owner a new Bond or Bonds of the same maturity and series
-19- CMW537.DOC 03/04/23
in the amount of the unpaid principal. All Bonds which have been redeemed shall be canceled
and destroyed by the Bond Registrar and shall not be reissued.
(iii) 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 maybe sent at least 35 days before the redemption date to each NRMSIR, the SID, if
any, and to the Underwriter or to its business successor, if any, and to such persons (including
securities repositories who customarily at the time receive notices of redemption in accordance
with rules promulgated by the SEC) acid 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.
(iv) Amendment of Notice Provisions. The foregoing notice provisions
of this Section 7, including but not limited to the information to be included in redemption
notices and the persons designated to receive notices, may be amended by additions, deletions
and changes in order to maintain compliance with duly promulgated regulations and
recommendations regarding notices of redemption of municipal securities.
Section 8. Revenue Fund and Priority of Application of Revenue. There has
heretofore been created by the City a special fund of the City known as the "Water Department
Fund No. 401" (the "Revenue Fund") into which shall be deposited the Revenue of the System as
collected. The Revenue Fund shall be held separate and apart from all other funds and accounts
-20- CMW537.DOC 03/04/23
of the City and the Revenue of the System deposited in such Fund shall be used only for the
following purposes and in the following order of priority:
First, to pay the Costs of Maintenance and Operation of the System;
Second, to pay the interest on any Parity Bonds, including reimbursements to the
issuer of a Qualified Letter of Credit or Qualified Insurance if the Qualified Letter of
Credit or Qualified Insurance secures the payment of interest on Parity Bonds and the
ordinance authorizing such Parity Bonds provides for such reimbursement;
Third, to pay the principal of any Parity Bonds, including reimbursements to the
issuer of a Qualified Letter of Credit or Qualified Insurance if the Qualified Letter of
Credit or Qualified Insurance secures the payment of principal of Parity Bonds and the
ordinance authorizing such Parity Bonds provides for such reimbursement;
Fourth, to make all payments required to be made into the Reserve Fund,
including reimbursements to the issuer of a Qualified Letter of Credit or Qualified
Insurance if the Qualified Letter of Credit or Qualified Insurance has been issued to fund
a Reserve Requirement and the ordinance authorizing such Parity Bonds provides for
such reimbursement;
Fifth, to make all payments required to be made into any revenue bond
redemption fund or revenue warrant redemption fund and debt service fund or reserve
fund created to pay and secure the payment of the principal of and interest on any other
revenue bonds or revenue warrants of the City having a lien upon the Revenue of the
System junior and inferior to the lien thereon for the payment of the principal of and
interest on Parity Bonds; and
Sixth, to retire by redemption or purchase any outstanding revenue bonds or
revenue warrants of the City, to make necessary additions, betterments, improvements
and repairs to or extensions and replacements of the System, or for any other lawful City
purposes.
-21- CMW537.DOC 03/04/23
The City may transfer any money from any funds or accounts of the System legally
available therefor, except bond redemption funds, refunding escrow funds or defeasance funds, to
meet the required payments to be made into the Bond Fund.
Section 9. Bond Fund and Reserve Fund. The Treasurer is hereby authorized
to maintain two special funds of the City known as the "Revenue Bond Redemption Fund" (the
"Bond Fund") and the "Bond Debt Service Reserve Fund" (the "Reserve Fund") for the purpose
of paying and securing the payment of all Parity Bonds.
(a) Payments into Bond Fund. The Bond Fund shall be maintained for the
purpose of paying the principal of and interest on all Parity Bonds.
As long as any Parity Bond remains outstanding, the City hereby irrevocably obligates
and binds itself to set aside and pay from the Revenue Fund into the Bond Fund those amounts
necessary, together with such other funds as are on hand and available in the Bond Fund, to pay
the interest or principal and interest next coming due on outstanding Parity Bonds. Such
payments from the Revenue Fund to the Bond Fund shall be made in a fixed amount without
regard to any fixed proportion following the closing and delivery of the Bonds on or before each
date on which an installment of interest or principal and interest falls due on Parity Bonds ,equal
to the installment of interest or principal and interest.
The City Treasurer is hereby authorized and directed and the City hereby obligates and
binds itself to set aside and pay into the Bond Fund all ULID Assessments as the same are
collected.
(b) Payments into Reserve Fund. The Reserve Fund shall be maintained for
the purpose of securing the payment of the principal of and interest on Parity Bonds. The City
covenants and agrees that from and after the closing and delivery of the Bonds, it will at all times
maintain an amount in the Reserve Fund at least equal to the Reserve Requirement except for
withdrawals therefrom authorized hereinafter, at all times for so long as any Parity Bonds remain
outstanding. Initially, the Reserve Requirement will be satisfied by a deposit in the amount of
$200,030.00 from the proceeds of the Bonds. The Reserve Requirement may be maintained by
-22,- CMW537.DOC 03!04123
deposits of cash, a Qualified Letter of Credit or Qualified Insurance, or a combination of the
foregoing. In computing the amount on hand in the Reserve Fund, Qualified Insurance and/or a
Qualified Letter of Credit shall be valued at the face amount thereof, and all other obligations
purchased as an investment of moneys therein shall be valued at cost. As used herein, the term
"cash" shall include U.S. currency, cash equivalents and evidences thereof, including demand
deposits, certified or cashier's check; and the deposit to the Reserve Fund may be satisfied
initially by the transfer of qualified investments to such account.
If the balances on hand in the. Reserve Fund are sufficient to satisfy the Reserve
Requirement, interest earnings shall be applied as provided in the following sentences.
Whenever there is a sufficient amount in the Bond Fund, including the Reserve Fund and the
Bond Fund to pay the principal of and interest on all outstanding Bonds, the money in the
Reserve Fund may be used to pay such principal and interest. As long as the money left
remaining on deposit in the Reserve Fund is equal to the Reserve Requirement, money in the
Reserve Fund may be transferred to the Bond Fund and used to pay the principal of and interest
on the Bonds as the same becomes due and payable. The City also may transfer out of the
Reserve Fund any money required in order to prevent any Parity Bonds from becoming "arbitrage
bonds" under the Code.
If a deficiency in the Bond Fund shall occur, such deficiency shall be made up from the
Reserve Fund by the withdrawal of cash therefrom for that purpose and by the sale or redemption
of obligations held in the Reserve Fund, in such amounts as will provide cash in the Reserve
Fund sufficient to make up any such deficiency with respect to Parity Bonds, and if a deficiency
still exists immediately prior to an interest payment date and after the withdrawal of cash, the
City shall then draw from any Qualified Letter of Credit or Qualified Insurance for the Bonds in
sufficient amount to make up the deficiency. Such draw shall be made at such times and under
such conditions as the agreement for such Qualified Letter of Credit or such Qualified Insurance
shall provide.
-2? - CMW537.DOC 03/04/23
In making the payments and credits to the Reserve Fund required by this Section 9(b), to
the extent that the City has obtained Qualified Insurance or a Qualified Letter of Credit for
specific amounts required pursuant to this section to be paid out of the Reserve Fund such
amounts so covered by Qualified Insurance or a Qualified Letter of Credit shall be .credited
against the amounts required to be maintained in the Reserve Fund by this Section 9(b) to the
extent that such payments and credits to be made are insured by an insurance company, or
guaranteed by a letter of credit from a financial institution.
All money not required to be deposited in the Reserve Fund either may be transferred to
the Bond Fund as needed or may be used for any lawful purpose of the City.
Any Qualified Letter of Credit or Qualified Insurance shall not be cancelable on less than
30 days' notice to the City. In the event of any cancellation, the Reserve Fund shall be funded as
if the Parity Bonds that remain outstanding had been issued on the date of such notice of
cancellation.
In the event that the City elects to meet the Reserve Requirement through the use of a
Qualified Letter of Credit, Qualified Insurance or other equivalent credit enhancement device, the
City may contract with the entity providing such Qualified Letter of Credit, Qualified Insurance
or other equivalent credit enhancement device that the City's reimbursement obligation, if any, to
such entity shall be made from payments of principal and interest on Parity Bonds from the City
subject only to the prior lien thereon for the payments required hereunder to be made to
registered owners of Parity Bonds.
In the event a deficiency in the Bond Fund shall occur such deficiency shall be made up
from the Reserve Fund by the withdrawal of cash therefrom for that purpose and by the sale or
redemption of obligations held in the Reserve Fund, if necessary, in such amounts as will provide
cash in the Reserve Fund sufficient to make up any such deficiency, and if a deficiency still
exists immediately prior to an interest payment date and after the withdrawal of cash, the City
shall then draw from any Qualified Letter of Credit, Qualified Insurance, or other equivalent
credit facility in sufficient amount to make up the deficiency. Such draw shall be made at such
-24- CMW537.DOC 03/0423
times and under such conditions as the agreement for such Qualified Letter of Credit or such
Qualified Insurance shall provide. Any deficiency created in the Reserve Fund by reason of any
such withdrawal shall then be made up within one year of the date of withdrawal from Net
Revenues or from ULID Assessments (or out of any other moneys on hand legally available for
such purpose) after making necessary provision for the payments required to be made into the
Bond Fund within such year.
(c) Priority of Lien of Payments into Bond Fund and Reserve Fund. The
amounts so pledged to be paid into the Bond Fund and the Reserve Fund from the Revenue Fund
and from ULID Assessments are hereby declared to be a prior lien and charge upon the Revenue
of the System and ULID Assessments superior to all other charges of any kind or nature
whatsoever except the Costs of Maintenance and Operation of the System, and except that the
amounts so pledged are of equal lien to the charges upon such Revenue and ULID Assessments
for the payment of the principal of and interest on any Future Parity Bonds.
(d) Application and Investment of Moneys in the Bond Fund and Reserve
Fund. Money in the Bond Fund and Reserve Fund may be kept in cash or invested as permitted
by law. Investments in the Bond Fund shall mature prior to the date on which such money shall
be needed for required interest or principal payments (for investments in the Bond Fund) or
having a guaranteed redemption price prior to maturity. Investments in the Reserve Fund shall
mature not later than the last maturity of any then outstanding Parity Bonds. All interest earned
and income derived by virtue of such investments shall remain in the Bond Fund or the Reserve
Fund, as specified by the City Treasurer, and be used to meet the required deposits therein.
(e) Sufficiency of Revenues. The City Council hereby finds that in fixing the
amounts to be paid into the Bond Fund and the Reserve Fund out of the Revenue of the System,
it has exercised due regard for the Costs of Maintenance and Operation and has not obligated the
City to set aside and pay into the Bond Fund and the Reserve Fund a greater amount of such
Revenue than in its judgment will be available over and above the Costs of Maintenance and
Operation.
'ZJ' CMW537.DOC 03/04/23
Section 10. ~ecific Covenants.
(a) Rate Covenant. The City will establish, maintain and collect such rates
and charges for service of its System for so long as any Bonds are outstanding as will maintain
the Rate Covenant.
(b) System Maintenance. The City will at all times maintain and keep the
System in good repair, working order and condition, and also will at all times operate such utility
and the business in connection therewith in an efficient manner and at a reasonable cost.
(c) Disposal of Properties. The City will not mortgage, sell, lease, or in any
manner encumber or dispose of all or substantially all the property of the System (voluntarily or
involuntarily), unless provision is made for payment into the Bond Fund of a sum sufficient to
pay the principal of, premium, if any, and interest on all outstanding bonds payable therefrom,
nor will it mortgage, sell, lease, or in any manner encumber or dispose of (including but not
limited to a disposition by transfer to another public or private organization) voluntarily or
involuntarily any part of the System that is used, useful and material to the operation of the
System unless
(i) the City certifies, based upon reasonable expectations, that the
remaining assets of the System shall be sufficient to continue regular operations of the City on a
financially sound basis for a period of, at least five years and
(ii) provision is made for replacement thereof or for payment into the
Bond Fund of the total amount of revenue received which shall not be less than an amount which
shall bear the same ratio to the amount of outstanding Parity Bonds as the greater of
(1) the Net Revenue available for Debt Service for such
outstanding Parity Bonds for the 12 months preceding such sale, lease, encumbrance or disposal
from the portion of the System sold, leased, encumbered or disposed of bears to the Net Revenue
available for Debt Service for such Parity Bonds from the entire System for the same period;
-2 V - CMW 537.DOC 03/04/23
(2) the Revenue of the System for the 12 months preceding
such sale, lease, encumbrance or disposal from the portion of the System sold, leased,
encumbered or disposed of bears to the Revenue of the System for the same period;
(3) the proportion of assets (on a depreciated basis) allocable to
the assets being sold, leased, encumbered or disposed of bears to the total assets of the System; or
(4) the proportion of customers of the City allocable to the
assets being sold, leased, encumbered or disposed of bears to the total number of customers of
the System,
provided, however, that the City may dispose of any portion of the facilities of the System up to
an aggregate of five percent of the book value of the total assets of the System without the
requirement for any deposit to the Bond Fund as hereinabove provided.
Any such moneys so paid into the Bond Fund shall be used to retire such outstanding
Parity Bonds at the earliest possible date. Any money received by the City as condemnation
awards, insurance proceeds or the proceeds of sale, if not deposited to the Bond Fund, shall be
used for the replacement of facilities of the System.
(d) Books and Records. The City will, while any of the Bonds remains
outstanding, keep proper and separate accounts and records in which complete and separate
entries shall be made of all transactions relating to the System, and it will furnish the original
purchaser or purchasers of the Bonds or any subsequent owner or owners thereof, at the written
request of such owner or owners, complete operating and income statements of the System in
reasonable detail covering any fiscal year, showing the financial condition of the water
departments and compliance with the terms and conditions of this ordinance, not more than 120
days after the close of such fiscal year, and it will grant any owner or owners of at least 25% of
the outstanding Bonds the right at all reasonable times to inspect the entire System and all
records, accounts and data of the City relating thereto. Upon request of any owner of any of said
Bonds, it will also furnish to such owner a copy of the most recently completed audit of the
City's accounts by the State Auditor of Washington or independent certified public accountant.
-2 /- CMW537.DOC 03/04!23
(e) No Free Service. The City will not furnish water service to any customer
whatsoever free of charge (except to aid the poor or infirm, to provide for resource conservation
or to provide for the proper handling of hazardous materials) and will promptly take legal action
to enforce collection of all delinquent accounts.
(f) Property Insurance. The City will at all times carry fire and extended
coverage and such other forms of insurance on the buildings, equipment, facilities and properties
of the System, if such insurance is obtainable at reasonable rates and upon reasonable conditions,
against such risks, in such amounts, and with such deductibles as the Council shall deem
necessary for the protection of the System and the owners of all outstanding Parity Bonds.
(g) Liability Insurance. The City will at all times keep and arrange to keep in
full force and effect policies of public liability and property damage insurance which will protect
the City against anyone claiming damages of any kind or nature arising out of the operation of
the System, if such insurance is obtainable at reasonable rates and upon reasonable conditions, in
such amounts and with such deductibles as the Council shall deem necessary for the protection of
the City and the owners of the outstanding Parity Bonds.
(h) Delinquencies of Accounts. The City will, on or before April 1 of each
calendar year, determine all accounts that are delinquent and will take all necessary action to
enforce payment of any such delinquencies.
(i) ULID Assessments. All ULID Assessments shall be paid into the Bond
Fund and shall be used to pay and secure the payment of the principal of and interest on the
Bonds and Future Parity Bonds. Nothing in this ordinance or this section shall be construed to
prohibit the City from issuing water revenue bonds junior in lien to the Bonds and pledging as
security for their payment assessments levied in any ULID which may have been specifically
created to pay part of the cost of improvements to the System for which those junior lien bonds
were specifically issued.
Section 11. Tax Covenants. The City covenants that it will not take or permit to be
taken on its behalf any action that would adversely affect the exemption from federal income
-2.0- CMW537.DOC 03/04/23
taxation of the interest on the Bonds and will take or require to be taken such acts as may
reasonably be within its ability and as may from time to time be required under applicable law to
continue the exemption from federal income taxation of the interest on the Bonds.
(a) Arbitrage Covenant. Without limiting the generality of the foregoing, the
City covenants that it will not take any action or fail to take any action with respect to the
proceeds of sale of the Bonds or any other funds of the City which maybe deemed to be proceeds
of the Bonds pursuant to Section 148 of the Code and the regulations promulgated thereunder
which, if such use had been reasonably expected on the dates of delivery of the Bonds to the
initial purchasers thereof, would have caused the Bonds as "arbitrage bonds" within the meaning
of such term as used in Section 148 of the Code.
The City represents that it has not been notified of any listing or proposed listing by the
Internal Revenue Service to the effect that it is an issuer whose arbitrage certifications may not
be relied upon. The City will comply with the requirements of Section 148 of the Code and the
applicable regulations thereunder throughout the term of the Bonds.
(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 used for
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 to be
used for any Private Person Use; and
'27- CMW537.DOC 03/04/23
(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 projects 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 Person Use that is related
to the state or local governmental use of the Project, and (ii) any Private Person Use will not
exceed the amount of Net Proceeds of the Bonds used for the state or local governmental use
portion of the project to which the Private Person Use of such portion of the Project relates. The
City further covenants that it will comply with any limitations on the use of the projects 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 26S(b). 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 2003.
(d) Modification of Tax Covenants. The covenants of this section are
specified solely to assure the continued exemption from regular income taxation of the interest
on the Bonds. To that end, the provisions of this section maybe modified or eliminated without
any requirement for formal amendment thereof upon receipt of an opinion of the City's bond
-30- CMW537.DOC 03/04/23
counsel that such modification or elimination will not adversely affect the tax exemption of
interest on any Bonds.
Section 12. Issuance of Future Parity Bonds.
(a) Conditions upon the Issuance of Future Parity Bonds. As long as any
Bonds remain outstanding, the City hereby further covenants and agrees that it will not issue any
Future Parity Bonds except that the City hereby reserves the right to issue additional revenue
bonds, which shall constitute a charge and lien upon the Revenue of the System equal to the lien
thereon of the Bonds. Except as provided in subsection (b) below, the City shall not issue any
series of Future Parity Bonds or incur any additional indebtedness with a parity lien or charge on
Net Revenues (i. e., on a parity of lien with Parity Bonds at the time outstanding) unless:
(1) the City shall not have been in default of its Rate Covenant for the
immediately preceding fiscal year, and
(2) The ordinance authorizing the issuance of such Future Parity
Bonds shall provide that the Reserve Requirement shall be funded no later than the date of
delivery of the Future Parity Bonds.
(3) there shall have been filed a certificate (prepared as described in
subsection (c) or (d) below) demonstrating fulfillment of the Parity Requirement, commencing
with the first full fiscal year following the date on which any portion of interest on the series of
Future Parity Bonds then being issued no longer will be paid from the proceeds of such series of
Future Parity Bonds.
(b) No Certificate Required. The certificate described in the foregoing
subsection (a)(3) shall not be required as a condition to the issuance of Future Parity Bonds:
(1) if the Future Parity Bonds being issued are for the purpose of
refunding outstanding Parity Bonds; or
(2) if the Future Parity Bonds are being issued to pay costs of
construction of facilities of the System for which Future Parity Bonds have been issued
previously and the principal amount of such Future Parity Bonds being issued for completion
-31- CMW537.DOC 03!04/23
purposes does not exceed an amount equal to an aggregate of 15% of the principal amount of
Future Parity Bonds theretofore issued for such facilities and reasonably allocable to the facilities
to be completed as shown in a written certificate of the City Representative, and there is
delivered a Consultant's certificate stating that the nature and purpose of such facilities has not
materially changed.
(c) Certificate of the City Without A Consultant. If required pursuant to the
foregoing subsection (a}(3), a certificate may be delivered by the City (executed by the City
Representative) without a Consultant if Net Revenues for the Base Period (confirmed by an
independent auditor) conclusively demonstrate that the Parity Requirement will be fulfilled
commencing with the first full fiscal year following the date on which any portion of interest on
the series of Future Parity Bonds then being issued will not be paid from the proceeds of such
series of Future Parity Bonds.
(d) Certificate of a Consultant. Unless compliance with the requirements of
subsection (a)(3) have been otherwise satisfied (as provided in (b) or (c) above), compliance with
the Parity Requirement shall be demonstrated conclusively by a certificate of a Consultant.
In making the computations of Net Revenues for the purpose of certifying compliance
with the Parity Requirement, the Consultant shall use as a basis the Net Revenues for the Base
Period. Such Net Revenues shall be determined by adding the following:
(1) The historical net revenue of the City for any 12 consecutive
months out of the 30 months immediately preceding the month of delivery of the Future Parity
Bonds being issued as determined by a Consultant.
(2) The net revenue derived from those customers of the City that have
become customers during such 12-month period or thereafter and prior to the date of such
certificate, adjusted to reflect a full year's net revenue from each such customer to the extent
such net revenue was not included in (1) above.
-32- CMW537.DOC 03/04/23
(3) The estimated annual net revenue to be derived from any person,
firm, association, private or municipal corporation under any executed contract for service, which
net revenue was not included in any of the sources of net revenue described in this subsection (d).
(4) The estimated annual net revenue to be derived from the operation
of any additions or improvements to or extensions of the City under construction but not
completed at the time of such certificate and not being paid for out of the proceeds of sale of such
Future Parity Bonds being issued, and which net revenue is not otherwise included in any of the
sources of net revenue described in this subsection (d).
(5) The estimated annual net revenue to be derived from the operation
of any additions and improvements to or extensions of the City being paid for out of the
proceeds of sale of such Bonds being issued.
In the event the City will not derive any revenue as a result of the construction of the
additions, improvements or extensions being made or to be made to the System within the
provisions of subparagraphs (4) and (5) immediately above, the estimated normal Costs of
Maintenance and Operation (excluding any transfer of money to other funds of the City and
license fees, taxes and payments in lieu of taxes payable to the City) of such additions,
improvements and extensions shall be deducted from estimated annual net revenue.
The words "historical net revenue" or "net revenue" as used in this subsection (d) shall
mean the Revenue of the System or any part or parts thereof less the Costs of Maintenance and
Operation, but before depreciation.
Such "historical net revenue" or "net revenue" shall be adjusted to reflect the rates and
charges effective on the date of such certificate if there has been any change in such rates and
charges during or after such 12-consecutive-month period.
(e) Subordinate Lien Obligations. Nothing herein contained shall prevent the
City from issuing revenue bonds or other obligations which are a charge upon the Revenue of the
System junior or inferior to the payments required by this ordinance to be made out of such
Revenue to pay and secure the payment of any outstanding Panty Bonds.
-3 3 - CMW 537.DOC 03/04/23
(f) Refunding Obligations. Nothing herein contained shall prevent the City
from issuing revenue bonds to refund maturing Parity Bonds for the payment of which moneys
are not otherwise available.
Section 13. Form of Bonds. The Bonds shall be in substantially this form:
UNITED STATES OF AMERICA
No.
STATE OF WASHINGTON
CITY OF YELM
WATER REVENUE BOND, 2003
INTEREST RATE: MATURITY DATE: CUSIP NO.:
REGISTERED OWNER: CEDE & Co.
PRINCIl'AL AMOUNT:
The City of Yelm, Washington, a municipal corporation organized and existing under and
by virtue of the laws of the State of Washington (herein called the "City") hereby acknowledges
itself to owe and for value received promises to pay, but only from the sources and as hereinafter
provided, 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 May
5, 2003, or the most recent date to which interest has been paid or duly provided for, at the
Interest Rate set forth above, payable on December 1, 2003, and semiannually thereafter on the
first days of each June and December until such principal sum is paid or payment has been duly
provided for.
Both principal of and interest on this bond are payable in lawful money of the United
States of America. Interest shall be paid as provided in the Blanket Issuer Letter of
Representations (the "Letter of Representations") by the City to The Depository Trust Company
("DTC"). Principal shall be paid as provided in the Letter of Representations to the Registered
Owner or assigns upon presentation and surrender of this bond at the principal office of the fiscal
agency of the State of Washington (the "Registrar"). Capitalized terms used in this bond which
are not specifically defined have the meanings given such terms in Ordinance No. 776 of the City
(the "Bond Ordinance"). Reference is made to the Bond Ordinance and any and all
modifications and amendments thereto for a description of the nature and extent of the security
for the bonds of this issue, the funds or revenues pledged, and the terms and conditions upon
which such bonds are issued.
-34- CMW537.DOC 03!04/23
This bond is one of an authorized issue of bonds of the City of like date and tenor except
as to number, amount, rate of interest and date of maturity in the aggregate principal amount of
$2,S9S,000. This issue of bonds is authorized by the Bond Ordinance for the purposes of
providing money to pay part of the cost of construction and acquisition of certain water
improvements, all in conformity with the laws of the State of Washington and ordinances of the
City.
This bond and the bonds of this issue are payable solely from the special fund of the City
known as the "Revenue Bond Redemption Fund" (the "Bond Fund") authorized to be created by
the Bond Ordinance. The City has irrevocably obligated and bound itself to pay into the Bond
Fund out of the Revenue of the System or from such other moneys as may be provided therefor
certain amounts necessary to pay and secure the payment of the principal and interest on such
bonds. The bonds of this issue are not general obligations of the City.
The City has designated the bonds as qualified tax-exempt obligations for purposes of
Section 26S(b) of the Internal Revenue Code of 1986.
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 duly adopted ordinances of
the City. The City hereby covenants and agrees with the owner of this bond that it will keep and
perform all the covenants of this bond and of the Bond Ordinance to be by it kept and performed,
and reference is hereby made to the Bond Ordinance for a complete statement of such covenants.
The City does hereby pledge and' bind itself to set aside from the Revenue Fund out of the
revenue of the System and to pay into the Bond Fund and the Reserve Fund the various amounts
required by the Bond Ordinance to be paid into and maintained in such Fund and account, all
within the times provided by the Bond Ordinance. To the extent more particularly provided by
the Bond Ordinance, the amounts so pledged to be paid from the Revenue Fund out of the
revenue of the System into the Bond Fund and the account therein shall be a lien and charge
thereon equal in rank to the lien and charge upon said revenue of the amounts required to pay and
secure the payment of any revenue bonds of the City hereafter issued on a parity with the bonds
of this issue and superior to all other liens and charges of any kind or nature except- the Costs of
Maintenance and Operation of the System.
The City has further bound itself to maintain the System in good repair, working order
and condition, to operate the same in an efficient manner and at a reasonable cost, and to
establish, maintain and collect rates and charges for as long as any of the bonds of this issue are
outstanding that will make available, for the payment of the principal thereof and interest thereon
as the same shall become due, Net Revenue will be at least equal to the Rate Covenant.
The pledge of Revenue of the System and other obligations of the City under the Bond
Ordinance may be discharged at or prior to the maturity or redemption of the bonds of this issue
upon the making of provision for the payment thereof on the terms and conditions set forth in the
Bond Ordinance.
-3 S- CMW537.DOC 03/04/23
The City has reserved the right to redeem the bonds of this issue maturing on and after
December 1, 2013 in whole or in part (with maturities to be selected by the City ), on
June 1, 2013, or on any date thereafter, at par plus accrued interest to the date of redemption.
Unless previously redeemed pursuant to the foregoing optional redemption provisions,
the bonds of this issue maturing on December 1, 2022 are subject to mandatory redemption on
December 1 of the following years in the following principal amounts at a price of par plus
accrued interest to the date of redemption:
Redemption Years Redemption Amounts
2018 $ 155,000
2019 160,000
2020 170,000
2021 180,000
2022* 190,000
*Final Maturity
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 the Bond Registrar.
It is hereby certified that all acts, conditions, and things required by the Constitution and
statutes of the State of Washington to exist, to have happened, been done, and performed
precedent to and in the issuance of this bond have happened, been done, and performed.
IN WITNESS WHEREOF, the City of Yelm, Washington has caused this bond to be
signed with the facsimile or manual signature of the Mayor, to be attested by the facsimile or
manual signature of the City Clerk, and the corporate seal of the City to be reproduced hereon, all
as of this 215` day of April, 2003.
CITY OF YELM, WASHINGTON
By /s/ facsimile or manual
Mayor
ATTEST:
(SEAL)
/s/ facsimile or manual
City Clerk
-36- CMW537.DOC ~ 03/04/23
CERTIFICATE OF AUTHENTICATION
Date of Authentication: May 5, 2003
This bond is one of the bonds described in the within-mentioned Bond Ordinance and is
one of the Water Revenue Bonds, 2003 of the City of Yelm, Washington, dated May 5, 2003.
WASHINGTON STATE FISCAL
AGENCY, Bond Registrar
By
Authorized Officer
Section 14. Execution of Bonds. The Bonds shall be executed on behalf of the City
with the manual or facsimile signature of the Mayor, shall be attested by the manual or facsimile
signature of the City Clerk and shall have the seal of the City 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 shall be valid nevertheless
and maybe issued by the City with the same effect as though the persons who had executed such
Bonds had not ceased to be such officers.
Section 15. Defeasance. In the event that money and/or Governmental Obligations
maturing at such time or times and bearing interest to be earned thereon in amounts sufficient to
redeem and retire any bonds payable out of the Bond Fund in accordance with their terms are
irrevocably set aside in a special account to effect such redemption and retirement, then no
further payments need be made into the Bond Fund for the payment of the principal of and
interest on such Bonds and the owner of such Bonds shall cease to be entitled to any lien,. benefit
-37- CMW537.ooC 03/04/23
or security of this ordinance except the right to receive the funds so set aside and pledged, and
such Bonds shall be deemed not to be outstanding hereunder.
Within 45 days of any defeasance of Bonds, the City shall provide notice of defeasance of
Bonds to Registered Owners of Bonds being defeased, and to each NRMSIR and SID, if any, in
accordance with Section 19.
Section 16. Lost or Destroyed Bonds. In case any Bonds shall be lost, stolen or
destroyed, the Bond Registrar may authenticate and deliver a new Bond or Bonds of like amount,
date and tenor to the owner thereof upon the owner's paying the expenses and charges of the
Bond Registrar and the City in connection therewith and upon his filing 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 ownership thereof, and upon furnishing the City and the Bond Registrar with
indemnity satisfactory to both.
Section 17. Sale of Bonds. The City hereby accepts the written offer of the
Underwriter to purchase the Bonds at the price set forth in its purchase offer presented to this
Council and under the terms, conditions and covenants of the Bonds as set forth herein.
The Mayor and the City Treasurer are hereby authorized to review and approve on behalf
of the City the preliminary and final Official Statement relative to the Bonds with such additions
and changes as may be deemed necessary and advisable to them. The Preliminary Official
Statement for the Bonds, dated March 31, 2003, is hereby deemed final for purposes of Securities
and Exchange Commission Rule 15c2-12.
The City Treasurer and other City officials, agents and representatives are hereby
authorized and directed to do everything necessary for the prompt issuance, execution and
delivery of the Bonds to the Underwriter, and for the proper use and application of the proceeds
of sale of the Bonds.
Section 18. Disposition of Bond Proceeds. The accrued interest received with respect
to the Bonds shall be deposited into the Bond Fund and used to pay interest on the Bonds coming
due on December 1, 2003. From the proceeds of the Bonds, a sum sufficient to establish the
-3 °- CMW537.DOC 03/04/23
Reserve Requirement (following the transfer therein of the money remaining in the reserve
account for previously outstanding bonds, if any) shall be deposited in the Reserve Fund. The
Treasurer has heretofore established a special fund of the City designated as the "Water Capital
Projects Fund No. 431" (the "Project Fund"). The balance of the proceeds of sale of the Bonds
shall be deposited in the Project Fund and shall be expended solely to pay the cost of issuing and
selling the Bonds and, together with other available moneys of the City, shall be used to
undertake the Project. Money in the Project Fund shall be invested by the Treasurer, pending
disbursement, in any legal investment for City funds.
Section 19. Undertaking to Provide Ongoing Disclosure.
(a) Contract/Undertaking. This section constitutes a written undertaking for
the benefit of the owners of the Bonds as required by Section (b)(5) of Rule 15(c)2-12 of the
Securities Exchange Act of 1934. The City is an obligated person with respect to less than
$10,000,000 in municipal securities, including the Bonds.
(b) Financial Statements/Operating Data. The City agrees to provide or
cause to be provided to each person upon request of the Treasurer of the City or to the SID, if
any, a copy of its latest publicly available annual financial statements prepared in accordance
with the Budget Accounting and Reporting System prescribed by the Washington State Auditor
pursuant to RCW 43.09.200 (or any successor statute).
(c) Material Events. The City agrees to provide or cause to be provided, in a
timely manner, to the SID, if any, and to each NRMSIR or to the MSRB notice of the occurrence
of any of the following events with respect to the Bonds, if material:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
-39- CMW537.DOC 03/04/23
5. Substitution of credit or liquidity providers or their failure to
perform;
6. Adverse tax opinions or events affecting the tax-exempt status of
the Bonds;
7. .Modifications to rights of owners;
8. Optional, contingent or unscheduled Bond calls (other than
scheduled sinking fund redemption for which notice is given
pursuant to Exchange Act Release 34-23856);
9. Defeasance;
10. Release, substitution or sale of property securing repayment of the
Bonds; and
11. Rating changes.
Solely for purposes of disclosure, and not intending to modify the undertaking, the City
advises that there is no property securing repayment of the Bonds, as the City lacks legal
authority for such measure. If further changes in the law permit such measure, and if the City
subsequently chooses to provide such property as security for the Bonds, the City will provide
notice of such establishment or provision and undertake to provide notices of material events
relating thereto, should such. events occur.
(d) 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. This section, or any provision hereof,
shall be null and void if the City (1) obtains an opinion of nationally recognized bond counsel to
the effect that those portions of the Rule which require this section, or any such provision, are
invalid, have been repealed retroactively or otherwise do not apply to the Bonds; and (2) notifies
each then existing NRMSIR and the SID, if any, of such opinion and the cancellation of this
section.
-40- CMW537.DOC 03!04/23
Notwithstanding any other provision of this ordinance, the City may amend this
undertaking, and any provision of this undertaking may be waived with an approving opinion of
nationally recognized bond counsel.
In the event of any amendment or waiver of a provision of this Section 19, the City shall
describe such amendment in the next annual report, and shall include, as applicable, a narrative
explanation of the reason for the amendment or waiver and its impact on the type (or in the case
of a change of accounting principles, on the presentation) of financial information or operating
data being presented by the City. In addition, if the amendment relates to the accounting
principles to be followed in preparing financial statements, (i) notice of such change shall be
given in the same manner as for a material event under subsection (c), and (ii) the annual report
for the year in which the change is made should present a comparison (in narrative form and also,
if feasible, in quantitative form) between the financial statements as prepared on the basis of the
new accounting principles and those prepared on the basis of the former accounting principles.
(e) Bond Owner's Remedies Under This Undertaking. The right of any Bond
Owner or Beneficial Owner of Bonds to enforce the provisions of this undertaking shall be
limited to a right to obtain specific enforcement of the City's obligations hereunder, 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 hereunder. 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.
-41- CMW537.DOC 03!04/23
Section 20. Effective Date. This ordinance shall be effective five days from its
passage and publication as required by law.
PASSED by the City Council of the, City of Yelm, Washington, and approved by its
Mayor at a regular meeting of said Council held this 23rd day of ~pril, 2003.
CITY IOF I SHINGTON
i
Mayor
ATTEST:
City Clerk
-42- OMW537.DOC 03/04Y23
CERTIFICATE OF CLERK
I DO HEREBY CERTIFY that I am the duly chosen, qualified and acting Clerk of the
City of Yelm, Washington (the "City"), and keeper of the records of the City Council (the
"Council"); and
I HEREBY CERTIFY:
1. That the attached ordinance is a true and correct copy of Ordinance No. 776 of the
City (the "Ordinance"), as finally passed at a regular meeting of the Council held on the 23rd day
of April, 2003, and duly recorded in my office.
2. That said meeting was duly convened and held in all respects in accordance with
law, and to the extent required by law, due and proper notice of such meeting was given; that a
quorum was present throughout the meeting and a legally sufficient number of members of the
Council voted in the proper manner for the passage of the Ordinance; that all other requirements
and proceedings incident to the proper passage of the Ordinance have been duly fulfilled, carved
out and otherwise observed, and that I am authorized to execute this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand .and affixed the official seal of
the City this 23rd of March, 2003.
City Clerk
(SEAL)
CMW537.DOC 03/04!23