2768CITY OF MOSES LAKE,WASHINGTON
LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS,2015
ORDINANCE NO.2768
AN ORDINANCE OF THE CITY OF MOSES LAKE,
WASHINGTON,PROVIDING FOR THE ISSUANCE AND
SALE OF LIMITED TAX GENERAL OBLIGATION
REFUNDING BONDS OF THE CITY IN THE PRINCIPAL
AMOUNT OF NOT TO EXCEED $4,225,000 TO PROVIDE
FUNDS TO REFUND CERTAIN OUTSTANDING LIMITED
TAX GENERAL OBLIGATION BONDS OF THE CITY;AND
DELEGATING AUTHORITY TO APPROVE THE FINAL
TERMS OF THE BONDS.
PASSED:MAY 26,2015
Preparedby:
K&L Gates llp
Seattle,Washington
CITY OF MOSES LAKE,WASHINGTON
ORDINANCE NO.2768
TABLE OF CONTENTS*
Page
Section 1.Definitions 2
Section 2.Authorization of Bonds and Bond Details 7
Section 3.Registration,Exchange and Payments 8
Section 4.Redemption Prior to Maturity and Purchase ofBonds 12
Section 5.Form of Bonds 17
Section 6.Execution of Bonds 19
Section 7.Refunding Plan and Procedures 20
Section 8.Tax Covenants;Special Designation 22
Section 9. BondFundand Provision forTaxLevyPayments 24
Section 10. Defeasance 25
Section 11.Sale ofthe Bonds -26
Section 12.Undertaking to Provide Ongoing Disclosure 29
Section 13.Ratification;General Authorization 33
Section 14.Severability 34
Section 15.Effective Date 34
Exhibit A Form ofEscrow Deposit Agreement
Exhibit B Form ofCosts of Issuance Agreement
* This Table of Contents andthe coverpageare not a part of this ordinance;theyare included
for convenience ofthe reader only.
ORDINANCE NO.2768
AN ORDINANCE OF THE CITY OF MOSES LAKE,
WASHINGTON,PROVIDING FOR THE ISSUANCE AND
SALE OF LIMITED TAX GENERAL OBLIGATION
REFUNDING BONDS OF THE CITY IN THE PRINCIPAL
AMOUNT OF NOT TO EXCEED $4,225,000 TO PROVIDE
FUNDS TO REFUND CERTAIN OUTSTANDING LIMITED
TAX GENERAL OBLIGATION BONDS OF THE CITY; AND
DELEGATING AUTHORITY TO APPROVE THE FINAL
TERMS OF THE BONDS.
WHEREAS,the City of Moses Lake,Washington (the "City")issued on June 5,2006,its
Limited Tax General Obligation Bonds,2006 pursuant to Ordinance No.2256 approved on
May 23,2006 (the "2006 Bond Ordinance"),in the original aggregate principal amount of
$6,100,000 (the "2006 Bonds"),which remain outstanding as follows:
Maturity Date
(August 1)Principal Amounts Interest Rates
2015 $280,000 4.00%
2016 290,000 4.05
2017 305,000 4.10
2018 315,000 4.15
2021*1,030,000 4.15
2026*2,020,000 4.25
*Term Bonds
;and
WHEREAS,the 2006 Bond Ordinance providesthat the City may call the 2006 Bonds
maturing on and after August 1,2017 (the"Refunding Candidates")for redemption in wholeor
in part on any date on orafterAugust 1,2016,ata price ofpar plus accrued interest to the date of
redemption; and
WHEREAS,after due consideration it appears to the City Council that debt service
savings may be obtained by refunding some or all of the Refunding Candidates through the
issuance oflimited tax general obligation refunding bonds ofthe City in the aggregate principal
amount ofnot to exceed$4,225,000(the"Bonds"); and
WHEREAS,in order to provide the funds required for such purpose,the City now desires
to authorize the issuance ofthe Bonds;and
WHEREAS,D.A.Davidson &Co.(the "Underwriter")has agreed to purchase the Bonds
under the terms and conditions set forth in this ordinance;
NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF MOSES LAKE,
WASHINGTON,DO ORDAIN, as follows:
Section 1.Definitions.As usedin this ordinance,unless a different meaning clearly
appears from the context:
Acquired Obligations mean the Government Obligations acquired by the City under the
terms of this ordinance andthe Escrow Agreement to effect the defeasance and refunding ofthe
Refunded Bonds.
Beneficial Owner means any person that has or shares the power,directly or indirectly to
make investment decisions concerning ownership of any Bonds (including persons holding
Bondsthrough nominees, depositories or other intermediaries).
Bond Fund means the City of Moses Lake Limited Tax General Obligation Bond
Redemption Fund,2015 created pursuant to Section 9 ofthis ordinance.
Bond Purchase Agreement means the agreement for the purchase ofthe Bonds between
the Underwriter and the City,executed pursuant to Section 11 ofthis ordinance.
Bond Register means the registration books showing the name, address and tax
identification number of each Registered Owner of the Bonds,maintained pursuant to
Section 149(a)ofthe Code.
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Bond Registrar means,initially,the fiscal agency of the State of Washington for the
purposes of registering and authenticating the Bonds,maintaining the Bond Register,effecting
transfer ofownership ofthe Bonds and paying interest on and principal ofthe Bonds.
Bond Year means each one-year period that ends on the date selected by the City.The
first and last Bond Years may be short periods.If no day is selected by the City before the
earlier of the final maturity date of the Bonds or the date that is five years after the date of
issuance ofthe Bonds,Bond Years end on each anniversary ofthe date ofissue and on the final
maturitydate ofthe Bonds.
Bonds mean the City of Moses Lake,Washington Limited Tax General Obligation
Refunding Bonds,2015 issued pursuant to this ordinance.
Call Date means August 1,2016.
City means the City ofMoses Lake,Washington,amunicipal corporation ofthe State of
Washington.
City Representative means the Mayor,the City Manager,the Finance Director,or such
other official or employee ofthe City designated in writing byeither ofthe foregoing.
Code means the Internal Revenue Code of 1986, as amended, and shall include all
applicable regulations and rulings relating thereto.
Cost ofIssuance Agreement means the agreement ofthat name,to be entered intobyand
between the Cityand the Escrow Agent,providing for the payment of certaincostsof issuance
withrespecttothe issuance ofthe Bonds,substantially intheform attached hereto asExhibit B.
Council means the City Council as the general legislative authority of the City, as the
same shall be duly and regularly constituted from time to time.
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DTC means The Depository Trust Company,New York,New York,a limited purpose
trust company organized under the laws ofthe State ofNew York,as depository for the Bonds
pursuantto Section3 hereof.
Escrow Agent means U.S.Bank National Association,Seattle,Washington.
Escrow Agreement means the Escrow Deposit Agreement by and between the City and
the Escrow Agent to be dated as ofthe date ofclosing and delivery ofthe Bonds authorized to be
executed pursuant to Section 7 substantially inthe form attached hereto as Exhibit A.
Finance Director means the duly qualified,appointed and acting Finance Director of the
City orany other officer who succeeds tothe duties now delegated tothat office.
First Interest Payment Date means the first interest payment date for the Bonds set forth
in the Bond Purchase Agreement.
Government Obligations mean those obligations now or hereafter defined as such in
chapter 39.53 RCW.
Letter of Representations means the blanket issuer letter of representations from the City
to DTC.
MSRB means the Municipal Securities Rulemaking Board or any successor to its
functions.
Net Proceeds,when used with reference with the Bonds, mean the principal amount of
the Bonds,plus accrued interest and original issue premium,if any, and less original issue
discount,ifany.
Private Person means any natural person engaged in a trade or business or any trust,
estate,partnership,association,company or corporation.
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Private Person Use means theuseof property in a trade or business bya Private Person
if such use is other than as a member of the general public.Private Person Use includes
ownership ofthe 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 ofproperty as amember ofthe general public includes
attendance by the Private Person at municipal meetings or business rental of property to the
Private Person on a day-to-day basis if the rental paid by such Private Person is the same as the
rental paid by any Private Person who desires to rent the property.Use ofproperty by nonprofit
community groups or community recreational groups is not treated as Private Person Use ifsuch
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
onlya de minimis feeto covercustodialexpenses.
Refunded Bonds mean the Refunding Candidates selected by the City Representative
pursuantto Section 11 hereof.
Refunding Candidates mean the2006 Bonds maturing onand after August 1,2017.
Registered Owner means the person named as the registered owner of a Bond in the
Bond Register.Forso long asthe Bonds are held in book-entry only form,DTC shall be deemed
to be the sole Registered Owner.
Rule means the SEC's Rule 15c2-12 under the Securities Exchange Act of 1934,as the
same may be amended from time to time.
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Savings Target means the minimum dollar amount ofdebt service savings to be realized
as a result of the issuance of the Bonds and shall be a dollar amount at least equal to three and
one-half percent (3.50%)ofthe outstanding principal ofthe Refunded Bonds.
SEC means the United States Securities and Exchange Commission.
2006 Bond Ordinance means Ordinance No.2256,passed by the City Council on
May 23,2006.
2006 Bonds mean the Limited Tax General Obligation Bonds,2006,of the City issued
under date ofJune 5,2006,as more particularly described in the recitals of this ordinance.
Underwriter means D.A.Davidson & Co.,Seattle,Washington.
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 ofthis 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 andotherlegal 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 contentsor marginalnotes appendedto copies hereof, shall be solely
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for convenience ofreference and shall not constitute a part ofthis ordinance,nor shall theyaffect
its meaning,constructionoreffect; and
(e)Allreferences herein to"articles,""sections"and other subdivisions or clauses are
tothe corresponding articles,sections,subdivisions orclauses hereof.
Section 2. Authorization of Bonds and Bond Details.Forthe purpose of refunding
the Refunded Bonds and paying the costs of issuance related thereto,and thereby effecting a
substantial savings to the City and its taxpayers,the City shall issue its limited tax general
obligation refunding bonds in the aggregate principal of not to exceed $4,225,000.The Bonds
shall be designated as the "City of Moses Lake,Washington,Limited Tax General Obligation
Refunding Bonds, 2015" (the"Bonds").
The Bonds shall be datedas oftheir date ofinitial delivery;shall be fully registered asto
both principal and interest;shall be inthe 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 of issuance,
payable onthe First Interest Payment Date and semiannually thereafter onthe first days of each
February and August and shall mature on August 1in the years and principal amounts set forth
and approved in the Bond Purchase Agreementexecutedby the City Representative pursuant to
Section 11 of this ordinance.The Bonds shall bear interest at the rates set forth in the Bond
Purchase Agreement executed by the City Representative pursuant to Section 11 of this
ordinance.
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Section 3.Registration.Exchange and Payments.
(a)Bond Registrar/Bond Register.The City hereby specifies and adopts the system
of registration approved bythe Washington State Finance Committee from time to time through
the appointment of state fiscal agencies.The City shall cause abond register to be maintained by
the Bond Registrar.So long as any Bonds remain outstanding,the Bond Registrar shall make all
necessary provisions to permit the exchange or registration or transfer of Bonds at its principal
corporate trust office.The Bond Registrar may be removed at any time at the option of the City
Representative upon prior notice to the Bond Registrar and asuccessor Bond Registrar appointed
by the City Representative.No resignation or removal of the Bond Registrar shall be effective
until a successor shall have been appointed and until the successor Bond Registrar shall have
accepted the duties of the Bond Registrar hereunder.The Bond Registrar is authorized,on
behalfofthe City,to authenticate and deliver Bonds transferred orexchanged in accordance with
the provisions of such Bonds and this ordinance and to carry out all of the Bond Registrar's
powers and duties under this ordinance.The Bond Registrar shall be responsible for its
representations contained inthe Certificate ofAuthentication ofthe 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,and neither the City nor the Bond Registrar shall be affected by any notice to the
contrary.Payment of anysuchBond shall bemadeonlyas described in Section 3(h)hereof,but
such Bond may be transferred as herein provided.All such payments made as described in
Section 3(h) shall be valid and shall satisfy and discharge the liability of the City upon such
Bond to the extent ofthe amount or amounts so paid.
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(c)DTC Acceptance/Letters ofRepresentations.The Bonds initially shall be held in
fully immobilized form by DTC acting as depository.To induce DTC to accept the Bonds as
eligible for deposit at DTC,the City has executed and delivered to DTC a Blanket Issuer Letter
of Representations.Neither the City nor the Bond Registrar will have any responsibility or
obligation to DTC participants or the persons for whom they act as nominees (or any successor
depository)with respect to the Bonds in respect of the accuracy of any records maintained by
DTC (or any successor depository)or any DTC participant,the payment by DTC (or any
successor depository)or any DTC participant of any amount in respect of the principal of or
interest on Bonds,any notice which is permitted or required to be given to Registered Owners
under this ordinance (except such notices as shall be required tobe 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 tobethe
Registered Owner for all purposes hereunder,and all references herein tothe Registered Owners
shall mean DTC (or any successor depository)orits nominee and shall not mean the owners of
any beneficial interestin such Bonds.
If any Bond shall be duly presented for payment and funds have not been duly provided
bytheCityon such applicable date,then interest shall continue to accrue thereafter onthe unpaid
principal thereofatthe rate stated on suchBonduntilit is paid.
(d)Use ofDepository.
(1) The Bonds shall be registered initially in the name of "Cede& Co.", as
nominee of DTC, with one Bond maturing on each of the maturity dates for the Bonds in a
denomination corresponding to the total principal therein designated to mature on such date.
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Registered ownership of such immobilized Bonds,orany portions thereof,may not thereafter be
transferred except(A) to any successor of DTCorits nominee,provided thatanysuch successor
shall be qualified under any applicable laws to provide the service proposed tobe provided by it;
(B)to any substitute depository appointed bythe City Representative pursuant to subsection (ii)
below'or such substitute depository's successor;or (C)to any person as provided in
subsection (iv)below.
(2)Upon the resignation of DTC orits successor (or any substitute depository
orits successor)from its functions as depository ora determination bytheCity Representative to
discontinue the system of book entry transfers through DTC or its successor (or any substitute
depository or its successor),the City Representative may hereafter appoint a substitute
depository.Any such substitute depository shall be qualified under any applicable laws to
providethe services proposedto be providedby it.
(3) In the case of any transfer pursuant to clause (A) or(B)of subsection (1)
above,the Bond Registrar shall,upon receipt of all outstanding Bonds,together with a written
request of the City Representative,issue a single new Bond for each maturity then outstanding,
registered inthe name of such successor or such substitute depository,or their nominees,as the
casemay be, allasspecifiedin suchwrittenrequestofthe City Representative.
(4) In the event that (A) DTC or its successor (or substitute depository or its
successor)resigns from its functions as depository,and no substitute depository can be obtained,
or(B)theCity Representative determines thatitis inthebest interest ofthe beneficial owners of
the Bonds that such owners be able to obtain such bonds in the form of Bond certificates,the
ownership of suchBondsmaythenbe transferred to any person orentityas herein provided,and
shall no longer be held in fully-immobilized form.The City Representative shall deliver a
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written request to the Bond Registrar,together with asupply 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 of the City Representative to the Bond
Registrar,new Bonds shall be issued in the appropriate denominations and registered in the
names ofsuchpersons asare requested in suchwritten request.
(e)Registration of Transfer of Ownership or Exchange;Change in Denominations.
The transfer of any Bond may beregistered and Bonds may be exchanged,but no transfer of any
suchBond shall be validunlessit 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 inamanner satisfactory to the Bond Registrar.Upon such surrender,the
Bond Registrar shall cancel the surrendered Bond and shall authenticate and deliver,without
charge tothe Registered Owner or transferee therefor,anew 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 maybe surrendered tothe Bond
Registrar and exchanged,without charge,for an equal aggregate principal amount of Bonds of
the same date,maturity and interest rate,in any authorized denomination.The Bond Registrar
shall not be obligated to register the transfer or to exchange any Bond during the 15 days
preceding any interest payment or principal payment date any such Bond istoberedeemed.
(f)Bond Registrar's Ownership of Bonds.The Bond Registrar may become the
Registered Owner of any Bond with the same rights it would have if it were not the Bond
Registrar,and to the extent permitted by law,may act as depository for and permit any of its
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officersor directors to actasmemberof, orin any other capacity with respect to, anycommittee
formed to protect therightofthe Registered Owners ofBonds.
(g)Registration Covenant.The City covenants that,until all Bonds have been
surrendered and canceled,it will maintain a system for recording the ownership of each Bond
thatcomplieswiththe provisions ofSection 149ofthe Code.
(h)Place and Medium ofPayment.Both principal of and interest onthe Bonds shall
be payable in lawful money of the United States of America.Interest on the Bonds shall be
calculated onthe basis ofa year of360 days and twelve 30-day months.For solong as all Bonds
are in fully immobilized form,payments of principal and interest thereon shall be made as
provided in accordance with the operational arrangements of DTC referred to in the Letter of
Representations.In the event that the Bonds are no longer in fully immobilized form,interest on
the Bonds shall be paid by check or draft mailed to the Registered Owners atthe addresses for
such Registered Owners appearing on the Bond Register on the fifteenth day of the month
preceding the interest payment date,or upon the written request of a Registered Owner of more
than $1,000,000 of Bonds(received by the Bond Registrar at least 15 days prior tothe applicable
payment date),such payment shall be made bythe Bond Registrar by wire transfer tothe account
withinthe continental United States designated by the Registered Owner.Principal ofthe Bonds
shall be payable uponpresentation and surrender of suchBonds by the Registered Owners atthe
principal office ofthe Bond Registrar.
Section4. Redemption Prior to Maturityand Purchase ofBonds.
(a)Mandatory Redemption of Term Bonds and Optional Redemption,ifany.The
Bonds may be called for redemption at any time prior to scheduled maturity under terms
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approved by the City Representative in the Bond Purchase Agreement pursuant to Section 11 of
this ordinance.
(b)Purchase of Bonds.The City reserves the right to purchase any of the Bonds
offered to City atany price deemed reasonable to the"City Representative.
(c)Selection ofBonds 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 (c).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 ofsuch maturity to be redeemed shall be
selected bylot (or in such other manner determined by the Registrar)in increments of$5,000.In
the case of a Bond of a denomination greater than $5,000,the City and 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.If Bonds are called
for optional redemption,portions of the principal amount of such Bonds,in installments of
$5,000 or any integral multiple of $5,000,may be redeemed.If less than all of the principal
amount of any Bond is redeemed,upon surrender of such Bond at the principal office of the
Registrar,there shall be issued to the Registered Owner,without charge therefor,for the then
unredeemed balance of the principal amount thereof,anew Bond or Bonds,atthe option of the
Registered Owner,of like maturity and interest rate in any denomination authorized by this
ordinance.
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(d)Notice ofRedemption.
(1)Official Notice.For so long as the Bonds are held in uncertificated form,
notice of redemption (which notice maybe conditional)shall be given in accordance with the
operational arrangements of DTC as then in effect,and neither the City nor the Registrar will
provide any notice of redemption to any Beneficial Owners.Thereafter (if the Bonds are no
longer heldin uncertificated form),notice of redemption shall be given inthemanner hereinafter
provided.Unless waived by any owner of Bonds to be redeemed,official notice of any such
redemption (which redemption maybe conditioned by the Registrar onthe receipt of sufficient
funds for redemption or otherwise)shall be given by the Registrar on behalf of the City by
mailing a copy ofanofficialredemption notice by first class mailat least 20 days and notmore
than 60 days prior to the date fixed for redemption to the Registered Owner of the Bond or
Bonds to be redeemed at the addressshown on the Bond Register or at such other address as is
furnished in writing by such Registered Owner to the Registrar.
All official notices ofredemption 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
principalamounts)ofthe Bonds to be redeemed,
(D) that (unless the notice of redemption is a conditional notice, in
which case the notice shall state that interest shall cease to accrue from the redemption date if
andto the extent that funds have been provided to the Registrarforthe redemption ofBonds) on
the redemption date the redemption price will becomedue and payable upon each suchBondor
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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 Registrar.
On or prior to any redemption date,unless the conditions for redemption have not been
satisfied,the City shall deposit with the Registrar an amount of money sufficient to pay the
redemption price of all the Bonds or portions of Bonds which are tobe redeemed onthat date.
(2)Effect of Notice:Bonds Due.If conditional notice of redemption has been
given,the redemption shall be subject to satisfaction of the terms set forth in the conditional
notice of redemption.Ifaconditional notice of redemption has been given and the conditions set
forth therein have been satisfied or if an unconditional notice of redemption has been given as
aforesaid,the Bonds or portions of Bonds so to be redeemed shall,on the redemption date,
become due and payable atthe redemption price therein specified,and from and after such date
such Bonds or portions ofBonds shall cease to bear interest.Upon surrender of such Bonds for
redemption in accordance with said notice,such Bonds shall be paid by the Registrar at the
redemption price.Installments of interest due onorprior totheredemption date shall be payable
as herein provided for payment of interest.All Bonds which have been redeemed shall be
canceledanddestroyed by the Registrarandshallnot be reissued.
(3)Additional Notice.In addition to the foregoing notice,further notice shall
be given by theCity as setout below,butno defect in said further notice nor any failure to give
all orany portion of such further notice shall inany manner defeat the effectiveness ofa call for
redemption if notice thereofis given as above prescribed.Each further notice of redemption
given hereunder shall contain the information required above for an official notice ofredemption
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plus (A)the CUSIP numbers of all Bonds being redeemed;(B)the date of issue of the Bonds as
originally issued;(C)the rate of interest borne by each Bond being redeemed;(D)the maturity
date of each Bond being redeemed;and (E)any other descriptive information needed to identify
accurately the Bonds being redeemed.Each further notice of redemption may be sent at least
25 days before the redemption date to each party entitled to receive notice pursuant to Section 12
andto the Underwriter andwith such additional informationasthe City shall deem appropriate,
but such mailings shall notbeacondition precedent tothe redemption of such Bonds.
(4)CUSIP Number.Upon the payment of the redemption price of Bonds
being redeemed,each check or other transfer of funds issued for such purpose shall bear the
CUSIP number identifying,by issue and maturity,the Bonds being redeemed withthe proceeds
ofsuch check or other transfer.
(5)Amendment of Notice Provisions.The foregoing notice provisions of this
Section 4,including butnot limited to the information to be included in redemption notices and
the persons designated to receive notices,maybe amended by additions,deletions and changes
in order to maintain compliance with duly promulgated regulations and recommendations
regarding notices ofredemption ofmunicipal securities.
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Section 5. Form ofBonds. The Bonds shallbe in substantiallythe following form:
UNITED STATES OF AMERICA
NO.$
STATE OF WASHINGTON
CITY OF MOSES LAKE
LIMITED TAX GENERAL OBLIGATION REFUNDING BOND,2015
INTEREST RATE:MATURITY DATE:CUSIPNO:
REGISTERED OWNER:CEDE &CO.
PRINCIPAL AMOUNT:DOLLARS
The City of Moses Lake,Washington,a municipal corporation organized and existing
under and by virtue of the laws and Constitution of the State of Washington (the "City"),hereby
acknowledges itselfto owe,and for value received promises to pay,to the Registered Owner
identified above,or registered assigns,on the Maturity Date identified above,the Principal
Amount indicated above and to pay interest thereon from , 20 , orthe most recent
date to which interest has been paid or duly provided for until payment of this bond at the
Interest Rate set forth above,payable on , 20 ,and semiannually thereafter on the
first days of each succeeding and .Both principal of and interest on this bond
are payable in lawful money of the United States of America.Interest shall be paid as provided
inthe Blanket Issuer Letter ofRepresentations (the "Letter of Representations")from theCityto
The Depository Trust Company ("DTC").Initially,the City has specified and adopted the
registration system for the bonds of this issue specified by the State Finance Committee,and the
fiscal agency of the State will act as registrar,paying agent and authenticating agent (the "Bond
Registrar").
This bondis one of an issue of limited tax general obligation bonds of the City of like
date and tenor,except as to number,interest rate and date of maturity,in the aggregate principal
amount of $ ,issued pursuant to Ordinance No.2768 of the City,passed on May 26,
2015 (the "Bond Ordinance"),to provide funds to pay the cost of refunding a portion of its
outstanding Limited Tax General Obligation Bonds,2006.Capitalized terms used in this bond
andnot otherwise defined shallhave the meanings given them in the Bond Ordinance.
The bonds of this issue are subject to redemption as stated in the Bond Purchase
Agreement.
The City has designated the bonds of this issue as"qualified tax-exempt obligations"for
purchase by financial institutions pursuant to Section 265(b)of the Internal Revenue Code.The
bonds ofthis issue arenot private activity bonds.
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TheCity hereby irrevocably covenants and agrees withthe owner ofthis bond that itwill
include in its annual budget and levy taxes annually,within and as a part of the tax levy
permitted to the City without avote of the electorate,upon all the property subject to taxation in
amounts sufficient,together with other money legally available therefor,to pay the principal of
and interest on this bond as the same shall become due. The full faith, credit and resources ofthe
City are hereby irrevocably pledged for the annual levy and collection of such taxes and the
promptpayment of such principal andinterest.
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 signedby the Bond Registrar.
Itis 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 inthe issuance of this bond have happened,been done and performed and that
the issuance ofthis bond andthe bonds ofthis issue does not violate any constitutional, statutory
orother limitation uponthe amount of bonded indebtedness that theCitymay incur.
IN WITNESS WHEREOF,theCity ofMoses Lake,Washington,has caused thisbondto
be signed on behalf of the City with the manual or facsimile signature of the Mayor,to be
attested by the manual or facsimile signature of the Finance Director of the City,and a facsimile
of the seal of the City to be impressed,imprinted or otherwise reproduced hereon,as of this
day of , 2015.
[SEAL]CITY OF MOSES LAKE,WASHINGTON
By /s/manual or facsimile signature
Mayor
ATTEST:
/s/ manual or facsimile signature
Finance Director
The Certificate of Authentication for the Bonds shall be in substantially the following
form:
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CERTIFICATE OF AUTHENTICATION
Date ofAuthentication:
This is one of the LimitedTax General Obligation Bonds,2015,of the City of Moses
Lake,Washington,dated ,2015,as described in the Bond Ordinance.
WASHINGTON STATE FISCAL
AGENCY,Bond Registrar
By
Authorized Signer
Section 6.Execution of Bonds.The Bonds shall be executed on behalf of the City
with the manual or facsimile signatures of the Mayor and Finance Director,and the seal of the
City shall be impressed,imprinted or otherwise reproduced thereon.Only such Bonds as shall
bear thereon a Certificate of Authentication inthe 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 ofAuthenticationshallbe conclusiveevidence thatthe Bonds so
authenticated have been duly executed,authenticated and delivered hereunder and are entitled to
the benefits ofthis ordinance.
In case either of the officers who shall have executed the Bonds shall cease to be an
officer or officers of the City before the Bonds so signed shall have been authenticated or
delivered by the Bond Registrar,or issued by the City,such Bonds may nevertheless be
authenticated,delivered and issued and uponsuch authentication,delivery and issuance,shall be
as binding upon theCity as though those who signed the same had continued tobe such officers
oftheCity. Any Bondmay be signed and attested onbehalf ofthe City by such persons who at
the date ofthe actual execution of such Bond,are the properofficers ofthe City, althoughat the
original date ofsuchBond any such person shallnot havebeensuchofficer ofthe City.
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Section 7.Refunding Plan and Procedures.
(a)Refunding Plan.A portion of the proceeds of sale of the Bonds,together with
other funds,if any,provided by the City shall be delivered to the Escrow Agent for the purpose
of defeasing the RefundedBonds and paying related costs of issuance.Money received by the
Escrow Agent from Bond proceeds and other money provided by the City shall be used
immediately by the Escrow Agent upon receipt thereof in accordance with the terms of the
Escrow Agreementto defease the Refunded Bonds as authorized by the 2006 Bond Ordinance,
and pay costs of issuance of the Bonds.The City shall defease the Refunded Bonds and
discharge such obligations to purchase certain Government Obligations (which obligations so
purchased,are herein called "Acquired Obligations"),bearing such interest and maturing as to
principal and interest in such amounts and at such times which, together with any necessary
beginningcashbalance,will provide forthe payment of:
(1)Interest on the Refunded Bonds as suchbecomes due on and prior to the
Call Date; and
(2) The redemption price (100%of the principal amount)of the Refunded
Bonds payableon the Call Date.
Such Acquired Obligations shall be purchased at a yield not greater than the yield
permitted by the Code and regulations relating to acquired obligations in connection with
refunding bond issues.
(b)Escrow Agent/Escrow Agreement.The City hereby appoints U.S. Bank National
Association, Seattle,Washington, to performthe duties described herein (the "Escrow Agent").
A beginning cash balance,if any,and Acquired Obligations shall be deposited irrevocably with
the Escrow Agentin an amount sufficient to defease the Refunded Bonds.The proceeds of the
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Bonds after acquisition of the Acquired Obligations and provision for the necessary beginning
cash balance shall be utilized to pay expenses ofthe acquisition and safekeeping ofthe Acquired
Obligations andexpenses ofthe issuance ofthe Bonds.
In order to carry out the purposes of this section,the City Representative is authorized
and directed to execute and deliver to the Escrow Agent, an Escrow Deposit Agreement and a
Cost of Issuance Agreement,each substantially in the forms attached hereto as Exhibit A and
Exhibit B,respectively.
(c)Implementation of Refunding Plan.The City hereby irrevocably calls the
Refunded Bonds for redemption on the Call Date in accordance with the provisions of the
2006Bond Ordinance.Said defeasance andcall for redemption ofthe RefundedBonds shall be
irrevocable after the final establishment of the escrow account and delivery of the Acquired
Obligationsto the Escrow Agent.
The Escrow Agent is hereby authorized and directed to provide for the giving of notices
of the redemption of the Refunded Bonds in accordance with the applicable provisions of the
2006 Bond Ordinance.TheCity Representative is authorized and requested to provide whatever
assistance is necessary to accomplish such redemption and the giving of notices therefor.The
costs of publication ofsuch notices shall beanexpense ofthe City.
The Escrow Agentis hereby authorized and directed to pay to the paying agent for the
Refunded Bonds,sums sufficient to pay,when due,the payments specified in subsection (a)
above.All such sums shall be paid from the money and Acquired Obligations deposited with
said Escrow Agent pursuant tothis section,and the income therefrom and proceeds thereof.
The City will take such actions as are found necessary to ensure that all necessary and
proper fees,compensation and expenses of the Escrow Agent shall bepaid when due.
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Section8. Tax Covenants:Special Designation.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 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 may be 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 to be treated as "arbitrage bonds"within the
meaning ofsuchtermasusedin Section 148 ofthe Code.
The City represents that it has not been notified of any listing or proposed listing bythe
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 theterm ofthe Bonds.
(b)Private Person Use Limitation for Bonds.TheCity covenants that for as long as
the Bonds areoutstanding, it will not permit:
(1) More than 10%of the Net Proceeds of the Bonds to be allocated to any
Private Person Use;and
(2) More than 10%of the principal or interest payments on the Bonds in a
Bond Year to be directly orindirectly: (A) securedby any interestin propertyused orto be used
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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 tobe used for any Private Person Use.
The City further covenantsthat,if:
(3)More than five percent of the Net Proceeds of the Bonds are allocable to
any Private Person Use; and
(4)More than five percent of the principal or interest payments on the Bonds
inaBond 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 orto be used for any Private Person Use,then,
(i)anyPrivate Person Use ofthe project described in subsection (3)hereoforPrivate Person Use
payments described in subsection (4)hereof that is in excess of the five percent limitations
described in suchsubsections(3) or(4) will be for a Private Person Use thatis related to the state
or local governmental use of the projects financed or refinanced withthe proceeds of the Bonds
(including the Refunded Bonds),and(ii)any Private Person Use will not exceedthe amount of
Net Proceeds of the Bonds allocable to the state or local governmental use portion of the
project(s)to which the Private Person Use ofsuch portionof the projects financed or refinanced
with the proceeds of the Bonds (including the 2006 Bonds)relate.The City further covenants
thatit will comply with anylimitationsonthe use ofthe projects refinanced with the proceeds of
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the Bonds by other than state and local governmental users that are necessary,in the opinion of
its bond counsel,to preserve the tax exemption ofthe interest on the Bonds.The covenants of
this section are specifiedsolelyto assure the continued exemption from regular income taxation
ofthe interest on the Bonds.
(c)Modification ofTax Covenants.The covenants ofthis section are specifiedsolely
to assure the continued exemption from regular income taxation ofthe interest onthe Bonds.To
thatend,the provisions of this section may be modifiedor eliminated withoutany requirement
for formal amendment thereof upon receipt of an opinion of the City's bond counsel that such
modification or elimination will not adversely affect the tax exemption ofinterest on any Bonds.
(d)Designation.The City hereby designates the Bonds as "qualified tax-exempt
obligations" for investment by financial institutions under Section 265(b)(3)of the Code. The
City does not anticipate that it will issue more than $10,000,000 in qualified tax-exempt
obligations during 2015 (excluding obligations permitted by the Code to be excluded for
purposes ofthe City's qualification as a qualified small issuer).
Section 9.Bond Fund and Provision for Tax Lew Payments.A special fund ofthe
City known as the "Limited Tax General Obligation Bond Redemption Fund,2015"(the "Bond
Fund"), is hereby authorized to be established and maintained in the office of the Finance
Director of the City.The taxes hereafter levied for the purpose of paying principal of and
interest on the Bonds and other funds to be used to pay the Bonds shall be deposited in the Bond
Fund no laterthan the date such funds are required for the payment ofprincipal ofand interest on
the Bonds.Money in the Bond Fund not needed to pay the interest or principal next coming due
may temporarily be deposited in such institutions or invested in such obligations as may be
lawful for the investment ofCity funds.
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The City hereby irrevocably covenants and agrees for as long as any of the Bonds are
outstanding and unpaid that each year it will include in its budget and levy an ad valorem tax
upon all the property withinthe City subject to taxation in an amount that will be sufficient,
together with all other revenues and money oftheCity legally available for such purposes,to pay
the principal of and interest on the Bonds asthe same shall become due.All of such taxes so
collectedandanyothermoney to be used for such purposes shall be paid intothe Bond Fund.
The City hereby irrevocably pledges thatthe annual tax provided for herein to be levied
for the payment of such principal and interest shall be within and as a part of the tax levy
permitted to cities withoutavote ofthe people,and that a sufficient portion ofeach annual levy
to be levied and collected by the City priorto the full payment ofthe principal of and intereston
the Bonds will be and is hereby irrevocably set aside, pledged and appropriated for the payment
ofthe principal ofand interest on the Bonds. The full faith,credit and resources of the City are
hereby irrevocably pledged for the annual levy and collection of said taxes and for the prompt
payment ofthe principal ofand interest on the Bonds asthe same shall become due.
Section 10.Defeasance.In the event that the City,in order to effect the payment,
retirement or redemption ofany Bond, sets aside in the Bond Fund or in another special account,
cash or noncallable Government Obligations,or any combination of cash and/or noncallable
Government Obligations, in amounts and maturities which, together with the known earned
income therefrom, are sufficient to redeem or pay and retire such Bond in accordance with its
terms and to pay when due the interest and redemption premium,ifany, thereon, and such cash
and/or noncallable Government Obligations are irrevocably set aside and pledged for such
purpose, then no further payments need be made into the Bond Fund for the payment of the
principal of and interest on such Bond. The owner of a Bond so provided for shall cease to be
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entitled to any lien,benefit or security of this ordinance except the right to receive payment of
principal,premium,if any,and interest from such special account,and such Bond shall be
deemed to be not outstanding under this ordinance.
The City shall give written notice of defeasance to the owners of all Bonds so provided
and toeach party entitled to receive notice inaccordance with Section 12 of this ordinance.
Section 11.Sale ofthe Bonds.
(a)Designation of Refunded Bonds.The Refunding Candidates may be called for
redemption prior to their scheduled maturities.All or some of the Refunding Candidates may be
refunded with the proceeds of the Bonds authorized by this ordinance.The City Representative
may select some or all of the Refunding Candidates and designate those Refunding Candidates as
the "Refunded Bonds" in the Bond Purchase Agreement if and to the extent that that the net
present value aggregate savings with respect to the Bonds to be realized as a result of the
refunding after payment ofallallocable costs ofissuance isat least equal tothe Savings Target.
(b)Bond Sale.The Bonds shall be sold at negotiated sale tothe Underwriter pursuant
to the terms of the Bond Purchase Agreement. The City Representativeis hereby authorizedto
negotiate terms for the purchase ofthe Bonds and to executethe Bond Purchase Agreement,with
such terms as are approved by the City Representative pursuant to this section (including the
designation ofthe Refunded Bonds) and consistent with this ordinance. The Council has been
advised by the Underwriter that market conditions are fluctuating and, as a result, the most
favorable market conditions may occur on a day other than aregular meeting date ofthe Council.
The Council has determined that it would be in the best interest ofthe City to delegate to the City
Representative for a limited time the authority to approve the final interest rates,maturity dates
(not laterthan the final maturity of the Refunded Bonds),aggregate principal amount, principal
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amounts and prices of each maturity (within the parameters required to achieve the Savings
Target),redemption rights (provided that the Bonds shall be subject to optional redemption not
earlier than five years from date of issue)and other terms and conditions ofthe Bonds.The City
Representative is hereby authorized to approve the final interest rates,maturity dates (not later
than the final maturity of the Refunded Bonds),aggregate principal amount,principal amounts
and prices of each maturity (within the parameters required to achieve the Savings Target)and
redemption rights (provided that Bonds shall be subject to optional redemption not earlier than
five years from date of issue)for the Bonds in the manner provided hereafter so long as (i)the
aggregate principal amount of the Bonds does not exceed $4,225,000 and (ii)so long as the
Savings Target ismet(as described in subsection (a)of this Section 11).
In determining the final interest rates,maturity dates (not later than the final maturity of
the Refunded Bonds),aggregate principal amount,principal amounts and prices of each maturity
(within the parameters required to achieve the Savings Target)and redemption rights,the City
Representative,in consultation with City staffand the Underwriter,shall take into account those
factors that,in his or herjudgment, will result in the lowest true interest cost on the Bonds to
their maturity,including,but not limited to current financial market conditions and current
interest rates for obligations comparable in tenor and quality to the Bonds. Subject to the terms
and conditions set forth in this section, the City Representative is hereby authorized to execute
the final form of the Bond Purchase Agreement.Following the execution ofthe Bond Purchase
Agreement,the City Representative shall provide a report to the Council, describing the final
terms ofthe Bonds approved pursuant to the authority delegated in this section. The authority
granted to the City Representative by this section shall expire on December 1,2015.If a Bond
Purchase Agreement for the Bonds has not been executed by December 1, 2015, the
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authorization for the issuance of such Bonds shall be rescinded, and such Bonds shall not be
issued nor their sale approved unless such Bonds shall have been re-authorized by ordinance of
the Council.The ordinance reauthorizing the issuance and sale of the Bonds maybeinthe form
of a new ordinance repealing this ordinance in whole or in part or may be in the form of an
amendatory ordinance approving a Bond Purchase Agreement or establishing terms and
conditions forthe authority delegated under this section.
(c)Delivery;Documentation.Upon the passage of this ordinance,the proper
officials of the City,including the City Representative,are authorized and directed to undertake
all other actions necessary for the prompt execution and delivery ofthe Bonds tothe Underwriter
and further to execute all closing certificates and documents required to effect the closing and
delivery ofthe Bondsin accordance with the terms ofthe Bond Purchase Agreement.
The City Representative and other City officials,agents,and representatives are hereby
authorized and directed to do everything necessary for the prompt issuance, execution and
delivery ofthe Bonds to the Underwriter and for the proper application and use of the proceeds
of sale of the Bonds. In furtherance of the foregoing,the City Representative is authorized to
approveand enterinto agreements forthe payment of costs ofissuance,including Underwriter's
discount, the fees and expenses specified in the Bond Purchase Agreement, including fees and
expenses of Underwriter and other retained services, including Bond Counsel, rating agency,
fiscal agency, Escrow Agent,and other expenses customarily incurred in connection with
issuance and sale ofbonds. The disbursement of Bond proceeds to pay certain costs ofissuance
shallbe made by the Escrow Agent underthe terms set forth in the Cost ofIssuanceAgreement.
(d)Preliminary andFinal Official Statements.The City Representative is authorized
to ratify and to approve for purposes of the Rule, on behalf of the City, the Official Statement
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(and any Preliminary Official Statement)and any supplement thereto relating to the issuance and
sale ofthe Bonds and the distribution ofthe Bonds pursuant thereto with such changes,if any,as
may be deemed by him/her to be appropriate.The City Representative is authorized to ratify,
execute,deliver and approve for purposes of the Rule,on behalf of the City,the Official
Statement (and to approve,deem final and deliver any Preliminary Official Statement)and any
supplement thereto relating to the issuance and sale of the Bonds and the distribution of the
Bonds pursuant thereto with such changes,if any,as may be deemed by him/her to be
appropriate.
Section 12.Undertaking to Provide Ongoing Disclosure.
(a)Contract/Undertaking.This section constitutes theCity's written undertaking for
the benefit ofthe owners ofthe Bonds as required by Section(b)(5)ofthe Rule.
(b)Financial Statements/Operating Data.The City agrees to provide or cause to be
provided to the Municipal Securities Rulemaking Board ("MSRB"), the following annual
financial informationand operating data for the prior fiscal year (commencing in 2016 for the
fiscal year ended December 31,2015):
1.Annual financial statements,which statements maybe or may not be
audited, showing ending fund balances for the City's general fund prepared in accordance with
the Budgeting Accounting and Reporting System prescribed by the Washington State Auditor
under RCW 43.09.200 (or any successor statutes) and generally of the type included in the
official statement forthe Bonds underthe heading"Fund Resources andUses Arising from Cash
Transactions forthe Current Expense Fund";
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2. The assessedvaluation oftaxable propertyin the City;
3.Ad valorem taxes due and collected;
4.Property tax rates per $1,000 of assessed valuation;and
5.Outstanding general obligation debt oftheCity.
Items 2-5 shall be required only to the extent that such information is not included inthe
annual financial statements.Such annual information and operating data described above shall
be so provided on or before the expiration of nine months after the end ofthe City's fiscal year.
The City's current fiscal year ends December 31.The City may adjust such date if the City
changes its fiscal year by providing written notice of the change of fiscal year and the new
reporting date to the MSRB.In lieu of providing such annual financial information and operating
data,the City may cross-reference to other documents available to the public on the MSRB's
internet website or filed with the SEC and,if such document is a final official statementwithin
the meaningofthe Rule,available fromthe MSRB orSEC.
Ifnotprovided as part of the annual financial information discussed above,the City shall
provide the City's audited annual financial statement prepared in accordance with regulations
prescribed by the State Auditor pursuant to RCW 43.09.200 (or any successor statutes),when
and ifavailable,to the MSRB.
(c)Material Events.The City agrees to provide notice of the following material
events not in excess often business days afterthe occurrence ofthe event:
• Principal and interest payment delinquencies;
•Non-payment related defaults,ifmaterial;
•Unscheduled draws on debt service reserves reflecting financial
difficulties;
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• Unscheduled draws on credit enhancements reflecting financial
difficulties;
•Substitution of credit orliquidity providers,ortheir failure to perform;
•Adverse tax opinions,the issuance by the Internal Revenue Service of
proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form
5701-TEB)or other material notices or determinations with respect to the tax status ofthe
Bonds,orother material events affecting thetax status ofthe Bonds;
•Modifications tothe rights ofBondholders,ifmaterial;
• Bond calls,ifmaterial, and tender offers;
•Defeasances;
•Release,substitution,or sale of property securing repayment ofthe Bonds,
ifmaterial;
•Rating changes;
•Bankruptcy,insolvency,receivership or similar event ofthe City;
• The consummationof a merger,consolidation,or acquisition involvingthe
City or the sale of all or substantially all of the assets of the City,other than in the
ordinary course of business,the entry into a definitive agreement to undertake such an
actionorthe termination ofadefinitive agreementrelatingto any such actions,otherthan
pursuant to its terms,ifmaterial; and
•Appointment ofa successor or additional trustee or the change ofname of
a trustee,ifmaterial.
Solely for purposes ofinformation, andnot intending to modify this undertaking, the City
advises thatthere is no property securingrepayment ofthe Bonds.
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(d)Notification Upon Failure to Provide Financial Data.The City agrees to provide
or cause to be provided,in a timely manner to the MSRB,notice of its failure to provide the
annual financial information described in subsection (b)above on or prior to the date set forth in
subsection (b) above.
(e)Emma;Format for Filings with the MSRB.Until otherwise designated by the
MSRB or the SEC,any information or notices submitted to the MSRB in compliance with the
Rule are to be submitted through the MSRB's Electronic Municipal Market Access system
("EMMA"),currently located at www.emma.msrb.org (which is not incorporated into this
Official Statement by reference).All notices,financial information and operating data required
by this undertaking tobe provided to the MSRB must bein an electronic format as prescribed by
the MSRB. All documents provided to the MSRB pursuant to this undertaking must be
accompanied by identifying informationas prescribed by the MSRB.
(f)Termination/Modification.The City's obligations to provide annual financial
information andnotices ofmaterialevents shallterminate upon the defeasance,prior redemption
or paymentin full of all of the Bonds.This section,or any provision hereof,shall be null and
void if the City (1) obtains an opinion ofnationally 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 the MSRB of
such opinion and the cancellation of this section.Notwithstanding any other provision of this
ordinance,the City may amend this section and any provision ofthis section may be waived with
an approving opinion of nationally recognized bond counsel.
In the event ofany amendment ofor waiver of a provision ofthis section,the City shall
describe such amendment in the next annual report,and shall include,as applicable,a narrative
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explanation ofthe reason for the amendment or waiver and its impact on the type (or in the case
ofa 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 amaterial 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 practical,in quantitative form)between the financial statements as prepared on the basis
of the new accounting principles and those prepared on the basis of the former accounting
principles.
(g)Bond Owner's Remedies Under This Section.A Bond owner's right to enforce
the provisions of this section 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 notbe an event of default with respect tothe Bonds under this ordinance.For
purposes of this section,"beneficial owner"means any person who has the power,directly or
indirectly,tovoteorconsent with respect to,orto dispose of ownership of,any Bonds,including
persons holdingthe Bonds throughnominees or depositories.
Section 13.Ratification:General Authorization. The appropriate officials, agents and
representatives of the City are authorized to take any actions and to execute any certificates,
agreements or other documents as in their judgment may be necessary or desirable in orderto
carry out the terms of, and complete the transactions contemplated by, this ordinance.All acts
taken pursuant to the authority ofthis ordinance but prior to its effective date are hereby ratified
and confirmed.
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Section 14.Severability. If one or more of the covenants or agreements provided in
this ordinance to be performed on the part of the City shall be declared by any court of
competent jurisdiction to be contrary to law,then such covenant or covenants,agreement or
agreements,shall be null and void and shall be deemed separable from the remaining covenants
and agreements in this ordinance and shall in no way affect the validity of the other provisions of
this ordinance or of the Bonds.
Section 15.Effective Date. This ordinance shall take effect from and after its passage
and publication as required by law
Adopted bytheCity Council and signed byits Mayor on May26,2015.
<^>6^/j^<^t^g_
Mayor
ATTEST:
Finance Director
APPROVED AS TO FORM:
City Attorney
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EXHIBIT A
Escrow Deposit Agreement
CITY OF MOSES LAKE,WASHINGTON
LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS,2015
THIS ESCROW AGREEMENT,dated as of ,2015 (herein,together with
any amendments or supplements hereto,called the "Agreement")is entered into by and between
the City of Moses Lake,Washington (herein called the "City"),and U.S.Bank National
Association,Seattle,Washington,as Escrow Agent (herein,together with any successor in such
capacity,called the "Escrow Agent").The notice addresses of the City and the Escrow Agent
are shown on Exhibit A attached hereto and made a part hereof.
WITNESSETH:
WHEREAS,the City heretofore has issued and there presently remain outstanding the
obligations described inExhibit Battached hereto (the "Refunded Bonds");and
WHEREAS,pursuant to Ordinance No.2768 passed on May 26,2015 (the "Bond
Ordinance"),the City has determined to issue its Limited Tax General Obligation Refunding
Bonds, 2015 (the "Bonds");and
WHEREAS,the proceeds ofthe Bonds are being used forthe purpose of providing funds
topaythecostsof refunding the Refunded Bonds;and
WHEREAS,Grant Thornton LLP has prepared a verification report which is dated
2015 (the "Verification Report")relating to the source and use of funds available to
accomplish the refunding ofthe Refunded Bonds,the investment ofsuchfunds andthe adequacy
of such funds and investments to provide for the payment of the debt service due on the
Refunded Bonds;and
WHEREAS, simultaneously herewith, the City is entering into a Cost of Issuance
Agreement withthe EscrowAgentto provideforthe payment of costsof issuance relating to the
Bonds;and
WHEREAS, pursuant to the Bond Ordinance, the Refunded Bonds have been designated
for redemption prior to their scheduled maturity dates and, after provision is made for such
redemption, the Refunded Bonds will come due in such years, bear interest at such rates, and be
payable at such times and in such amounts as are set forth in Exhibit C attached hereto and made
a part hereof;and
WHEREAS, when Escrowed Securities have been deposited with the Escrow Agent for
the payment of all principal and interest of the Refunded Bonds when due, then the Refunded
Bonds shall no longer be regarded as outstanding except for the purpose of receiving payment
from the funds provided for such purpose; and
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WHEREAS,the issuance,sale,and delivery of the Bonds have been duly authorized to
be issued,sold,and delivered for the purpose of obtaining the funds required to provide for the
payment of the principal of,interest on and redemption premium (if any)on the Refunded Bonds
when due as shown on Exhibit C attached hereto;
NOW,THEREFORE,in consideration of the mutual undertakings,promises and
agreements herein contained,the sufficiency of which hereby are acknowledged,and to secure
the full and timely payment ofprincipal ofand the interest on the Refunded Bonds,the City and
the Escrow Agent mutually undertake,promise and agree for themselves and their respective
representatives and successors,as follows:
Article 1.Definitions
Section 1.1.Definitions.
Unless the context clearly indicates otherwise,the following terms shall have the
meanings assigned to them below when they areused inthis Agreement:
Escrow Fund means the fund created by this Agreement to be established,held and
administered bythe Escrow Agent pursuant to the provisions of this Agreement.
Escrowed Securities mean the noncallable Government Obligations described in
Exhibit D attached to this Agreement,or cash or other noncallable obligations substituted
therefor pursuant to Section4.2of this Agreement.
Government Obligations mean direct,noncallable (a)United States Treasury
Obligations,(b)United States Treasury Obligations -State and Local Government Series,
(c)non-prepayable obligations which are unconditionally guaranteed as to full and timely
payment of principal and interest by the United States of America or (d)REFCORP debt
obligations unconditionally guaranteed bythe United States.
Paying Agent means the fiscal agency of the State of Washington,asthe paying agent for
the Refunded Bonds.
Section 1.2.Other Definitions.
The terms "Agreement,""City," "Escrow Agent," "Bond Ordinance,""Verification
Report,""Refunded Bonds,"and"Bonds"whentheyare usedin this Agreement,shall have the
meanings assigned to them in the preamble to this Agreement.
Section 1.3.Interpretations.
The titles and headings of the articles and sections of this Agreement have been inserted
for convenience and reference only and are not to be considered a part hereofand shall not in any
way modify or restrict the terms hereof. This Agreement and all of the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the
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intended purpose of providing for the refunding of the Refunded Bonds in accordance with
applicable law.
Article 2.Deposit of Funds and Escrowed Securities
Section 2.1.Deposits in the Escrow Fund.
Concurrently with the sale and delivery ofthe Bonds the City shall deposit,orcause to be
deposited,with the Escrow Agent,for deposit in the Escrow Fund,the funds (from the proceeds
of the Bonds and a cash contribution bythe City)sufficient to purchase the Escrowed Securities
described in Exhibit D attached hereto,and the Escrow Agent shall,uponthe receipt thereof,
acknowledge suchreceiptto the Cityin writing.
Article 3. Creation and Operation ofEscrow Fund
Section 3.1.Escrow Fund.
The Escrow Agent has created onitsbooks a special trust fund and irrevocable escrow to
be known as the Refunding Account (the "Escrow Fund").The Escrow Agent hereby agrees that
upon receipt thereof it will deposit to the credit of the Escrow Fund the funds and the Escrowed
Securities described in ExhibitD attached hereto.Such deposit,all proceeds therefrom,and all
cash balances from time to time on deposit therein (a)shall bethe property ofthe Escrow Fund,
(b)shall be applied only in strict conformity with the terms and conditions of this Agreement,
and (c)are hereby irrevocably pledged to the payment of the principal of and interest on the
Refunded Bonds,which payment shall be made by timely transfers of such amounts at such
times as are provided for in Section 3.2 hereof.When the final transfers have been made for the
payment ofsuch principal of and interest onthe Refunded Bonds,any balance then remaining in
the Escrow Fund shall be transferred to the City, and the Escrow Agent shall thereupon be
dischargedfromany furtherdutieshereunder.
Section 3.2.Payment ofPrincipal and Interest.
The EscrowAgent is hereby irrevocably instructed to transferto the Paying Agentfrom
the cashbalancesfrom time to time on depositin the EscrowFund,the amountsrequiredto pay
the principal of the Refunded Bondsat their respective redemption dates and interest thereonto
such redemption datesin theamountsandatthe timesshownin ExhibitC attachedhereto.
Section 3.3.Sufficiency of Escrow Fund.
The City representsthat, based upon the informationprovided in the VerificationReport,
the successive receipts ofthe principal of and interest on the Escrowed Securities will assure that
the cash balance on deposit from time to time in the Escrow Fund will be at all times sufficient to
provide moneys for transfer to the Paying Agent at the times and in the amounts required to pay
the interest on the Refunded Bonds as such interest comes due and the principal ofthe Refunded
Bonds as the Refunded Bonds are paid on an optional redemption date prior to maturity,all as
more fully set forth in Exhibit E attached hereto. If, for any reason, at any time, the cash
balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to
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transfer the amounts required by the Paying Agent to make the payments set forth inSection 3.2.
hereof,the City shall timely deposit in the Escrow Fund,from any funds that are lawfully
available therefor,additional funds in the amounts required to make such payments.Notice of
any such insufficiency shall be given promptly as hereinafter provided,but the Escrow Agent
shall not in any manner be responsible for any insufficiency offunds in the Escrow Fund or the
City's failure to make additional deposits thereto.
Section 3.4.Trust Fund.
The Escrow Agent or its affiliate,shall hold at all times the Escrow Fund,the Escrowed
Securities and all other assets of the Escrow Fund,wholly segregated from all other funds and
securities on deposit with the Escrow Agent;it shall never allow the Escrowed Securities or any
other assets of the Escrow Fund to be commingled with any other funds or securities of the
Escrow Agent;and it shall hold and dispose ofthe assets of the Escrow Fund only as set forth
herein.The Escrowed Securities andotherassets ofthe Escrow Fundshall always be maintained
by the Escrow Agent as trust funds for the benefit ofthe owners ofthe Refunded Bonds;and a
special account thereof shall at all times be maintained on the books ofthe Escrow Agent.The
owners of the Refunded Bonds shall be entitled to the same preferred claim and first lien upon
the Escrowed Securities,the proceeds thereof,and all other assets of the Escrow Fund to which
they are entitled as owners of the Refunded Bonds.The amounts received by the Escrow Agent
under this Agreement shall not be considered as a banking deposit by the City,and the Escrow
Agent shall have no right to title with respect thereto except as a trustee and Escrow Agent under
the terms of this Agreement.The amounts received by the Escrow Agent under this Agreement
shall not be subject to warrants,drafts or checks drawn by the City or,except to the extent
expressly herein provided,bythePayingAgent.
Article 4.Limitation on Investments
Section 4.1.Investments.
Except for the initial investment in the Escrowed Securities,and except as provided in
Section4.2 hereof,the EscrowAgent shall not have any power or duty to investor reinvestany
money held hereunder,orto make substitutions ofthe Escrowed Securities,ortosell,transfer,or
otherwise dispose ofthe Escrowed Securities.
Section 4.2.Substitution of Securities.
At the written request of the City, and upon compliance with the conditions hereinafter
stated, the Escrow Agent shall utilize cash balances in the Escrow Fund, or sell, transfer,
otherwise dispose of or request the redemption of the Escrowed Securities and apply the
proceeds therefrom to purchase Refunded Bonds or Government Obligations which do not
permit the redemption thereofat the option ofthe obligor. Any such transaction may be effected
by the Escrow Agent only if (a) the Escrow Agent shall have received a written opinion from a
firm ofcertified public accountants that such transaction will not cause the amount ofmoney and
securities in the Escrow Fund to be reduced below an amount sufficient to provide for the full
and timely payment of principal of and interest on all ofthe remaining Refunded Bonds as they
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become due,taking into account any optional redemption thereof exercised by the City in
connection with such transaction;and (b)the Escrow Agent shall have received the unqualified
written legal opinion of its bond counsel ortax counsel to the effect that such transaction will not
cause any of the Bonds or Refunded Bonds to be an "arbitrage bond"within the meaning of
Section 148 ofthe Internal Revenue Code of 1986,as amended.
Article 5. Application ofCash Balances
Section 5.1.In General.
Except as provided in Section 2.1,3.2 and 4.2 hereof,no withdrawals,transfers or
reinvestment shall be made ofcash balances in the Escrow Fund. Cash balances shall be held by
the as cash balances as shown on the books and records of the Escrow Agent and, except as
provided herein,shall not be reinvested by the Escrow Agent;provided,however,a conversion
to currency shall not be required (i)for so long as the Escrow Agent's internal rate ofreturn does
not exceed 20%,or (ii) if the Escrow Agent's internal rate of return exceeds 20%,the Escrow
Agent receives a letter of instructions,accompanied by the opinion of nationally recognized bond
counsel,approving the assumed reinvestment of such proceeds at such higher yield.
Article 6.Redemption ofRefunded Bonds
Section 6.1.Call for Redemption.
The City hereby irrevocably calls the Refunded Bonds for redemption on their earliest
redemption dates,as shown inthe Verification Report andon Appendix A attached hereto.
Section 6.2.Notice of Redemption/Notice of Defeasance.
TheEscrowAgentagreesto givea noticeof defeasance anda noticeof the redemption of
the Refunded Bonds pursuant to thetermsof the Refunded Bonds andin substantially the forms
attached hereto as Appendices A and B attached hereto and as described on said Appendices A
and B to the PayingAgent for distributionas described therein. The notice of defeasance shall
be given immediately following the execution of this Agreement,and the notice of redemption
shall be given in accordance with the ordinance authorizing the Refunded Bonds. The Escrow
Agent hereby certifiesthat provision satisfactory and acceptable to the Escrow Agent has been
made for the giving ofnotice ofredemption ofthe Refunded Bonds.
Article 7.Records and Reports
Section 7.1.Records.
The Escrow Agent will keep books ofrecord and account in which complete and accurate
entries shall be made of all transactions relating to the receipts, disbursements, allocations and
application ofthe money and Escrowed Securities depositedto the Escrow Fund and all proceeds
thereof, and such books shall be available for inspection during business hours and after
reasonable notice.
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Section 7.2.Reports.
While this Agreement remains in effect,the Escrow Agent quarterly shall prepare and
send to the City awritten report summarizing all transactions relating to the Escrow Fund during
the preceding financial quarter,including,without limitation,credits to the Escrow Fund as a
result of interest payments on or maturities of the Escrowed Securities and transfers from the
Escrow Fund for payments on the Refunded Bonds or otherwise,together with a detailed
statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of
the end ofsuch period.
Article 8.Concerning the Paying Agent and Escrow Agent
Section 8.1.Representations.
The Escrow Agent hereby represents that it has all necessary power and authority to enter
into this Agreement and undertake the obligations and responsibilities imposed upon it herein,
and that itwill carry out all ofits obligations hereunder.
Section 8.2.Limitation on Liability.
The liability ofthe Escrow Agent to transfer funds for the payment ofthe principal ofand
interest onthe Refunded Bonds shall be limited tothe proceeds of the Escrowed Securities and
the cash balances from time to time on deposit in the Escrow Fund.Notwithstanding any
provision contained herein to the contrary,the Escrow Agent shall have no liability whatsoever
for the insufficiency of funds from time to time in the Escrow Fund or any failure ofthe obligors
of the Escrowed Securities to make timely payment thereon,except for the obligation to notify
the City promptly ofany such occurrence.
The recitals herein and in the proceedings authorizing the Bonds shall be taken as the
statements of the City and shall notbe considered as made by,or imposing any obligation or
liability upon, the Escrow Agent.
The Escrow Agent is not a party to the proceedings authorizing the Bonds or the
Refunded Bonds and isnotresponsible for norbound by any ofthe provisions thereof (except to
the extent that the Escrow Agentmaybe a place of payment and paying agent and/or a paying
agent/registrar therefor).In its capacity as Escrow Agent,it is agreed that the Escrow Agent
needlook only to the terms andprovisions ofthis Agreement.
The Escrow Agent makesno representations asto the value,conditions or sufficiency of
the Escrow Fund,or any part thereof, or as to the title ofthe City thereto,or as to the security
affordedthereby or hereby, andthe Escrow Agent shallnot incurany liability orresponsibility in
respect to any ofsuch matters.
It is the intention of the parties hereto that the Escrow Agent shall never be required to
use or advance its own funds or otherwise incur personal financial liability in the performance of
any ofits duties orthe exercise of any ofits rights and powers hereunder.
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The Escrow Agent shall not be liable for any action taken orneglected to be taken by itin
good faith in any exercise of reasonable care and believed by it to be within the discretion or
power conferred upon it by this Agreement,nor shall the Escrow Agent be responsible for the
consequences ofany error ofjudgment;and the Escrow Agent shall not be answerable except for
its own neglect or willful misconduct,nor for any loss unless the same shall have been through
its negligenceor bad faith.
Unless it is specifically otherwise provided herein,the Escrow Agent has no duty to
determine or inquire into the happening or occurrence of any event or contingency or the
performance or failure ofperformance ofthe City with respect to arrangements or contracts with
others,with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund,to
dispose of and deliver the same in accordance with this Agreement.If,however,the Escrow
Agent is called upon by the terms ofthis Agreement to determine the occurrence of any event or
contingency,the Escrow Agent shall be obligated,in making such determination,only to
exercise reasonable care and diligence,and in event of error in making such determination the
Escrow Agent shall be liable only for its own willful misconduct or its negligence.In
determining the occurrence of any such event or contingency the Escrow Agent may request
from the City or any other person such reasonable additional evidence as the Escrow Agent in its
discretion may deem necessary to determine any fact relating to the occurrence of such event or
contingency,and in this connection may make inquiries of,and consult with,among others,the
City at any time.
Section 8.3.Successor Escrow Agents.
Any corporation,association or other entity into which the Escrow Agent may be
converted or merged,or with which it may be consolidated,orto which it may sell or otherwise
transfer all or substantially all of its corporate trust assets and business or any corporation,
association or other entity resulting from any such conversion,sale,merger,consolidation or
other transfer to which it is a party,ipsofacto,shall be and become successor Escrow Agent
hereunder,vested with all other mattersas was its predecessor,withoutthe executionor filing of
any instrument or any further act on the part of the parties hereto,notwithstanding anything
herein to the contrary.
If at any time the Escrow Agent or its legal successor or successors should become
unable,through operation or law or otherwise,to act as Escrow Agent hereunder,or if its
property and affairs shall be taken under the control of any state or federal court or
administrative bodybecauseof insolvencyor bankruptcy or for anyotherreason,a vacancyshall
forthwith exist in the office of Escrow Agent hereunder. In such event the City, by appropriate
action, promptly shall appoint a Escrow Agent to fill such vacancy.If no successor Escrow
Agent shall have been appointed by the City within 60 days, a successor may be appointed by the
owners of a majority in principal amount of the Refunded Bonds then outstanding by an
instrument or instruments in writing filed with the City,signed by such owners or by their duly
authorized attorneys-in-fact.If, in a proper case, no appointment of a successor Escrow Agent
shall be made pursuant to the foregoing provisions of this section within three months after a
vacancy shall have occurred, the owner of any Refunded Bond may apply to any court of
competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after
such notice,ifany, as it may deem proper,prescribe and appoint a successor Escrow Agent.
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Any successor Escrow Agent shall be a corporation organized and doing business under
the laws of the United States orthe State of Washington,authorized under such laws to exercise
corporate trust powers,having its principal office and place of business in the State of
Washington,having a combined capital and surplus ofat least $100,000,000 and subject to the
supervision or examination by federal or state authority.
Any successor Escrow Agent shall execute,acknowledge and deliver to the City and the
Escrow Agent an instrument accepting such appointment hereunder,and the Escrow Agent shall
execute and deliver an instrument transferring to such successor Escrow Agent,subject to the
terms ofthis Agreement,all the rights,powers and trusts ofthe Escrow Agent hereunder.Upon
the request of any such successor Escrow Agent,the City shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor Escrow Agent
all suchrights,powersandduties.
The obligations assumed by the Escrow Agent pursuant to this Agreement may be
transferred by the Escrow Agent to a successor Escrow Agent if (a)the requirements of this
Section 8.3 are satisfied;(b)the successor Escrow Agent has assumed all the obligations of the
Escrow Agent under this Agreement;and (c)all ofthe Escrowed Securities and money held by
the Escrow Agent pursuant to this Agreement have been duly transferred to such successor
Escrow Agent.
Article 9.Miscellaneous
Section 9.1.Notice.
Any notice,authorization,request,or demand required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given when mailed by
registered or certified mail,postage prepaid addressed to the City or the Escrow Agent at the
address shown on Exhibit A attached hereto. The United States Post Office registered or
certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date
and fact of delivery.Any party hereto may change the address to which notices are to be
delivered by giving totheotherparties notlessthanten days prior notice thereof.
Section 9.2.Termination of Responsibilities.
Uponthe taking of all the actions as described hereinby the Escrow Agent,the Escrow
Agent shall have no further obligations or responsibilities hereunder to the City,the owners of
the Refunded Bonds or to any other person or persons in connection with this Agreement.
Section 9.3.Binding Agreement.
This Agreement shall be binding upon the City and the Escrow Agent and their respective
successors and legal representatives,and shall inure solely to the benefit of the owners of the
Refunded Bonds, the City, the Escrow Agent and their respective successors and legal
representatives.
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Section 9.4.Severability.
In case any one or more of the provisions contained in this Agreement shall for any
reason beheldtobe invalid,illegal or unenforceable in any respect,such invalidity,illegality or
unenforceability shall not affect any other provisions ofthis Agreement,butthis Agreement shall
be construed as if such invalid or illegal or unenforceable provision had never been contained
herein.
Section 9.5.Washington Law Governs.
This Agreement shall be governed exclusively by the provisions hereof and by the
applicable lawsofthe Stateof Washington.
Section 9.6.Time ofthe Essence.
Time shall beofthe essence inthe performance of obligations from timetotimeimposed
uponthe EscrowAgentbythis Agreement.
Section 9.7.Notice to Standard &Poor's.
Intheeventthatthis Agreement orany provision thereofis severed,amended or revoked,
the City shall provide written notice of such severance,amendment or revocation to Standard &
Poor's Ratings Services,55 Water Street,New York,New York 10041,Attention:Refunded
Bonds Municipal Bond Department.
Section 9.8.Amendments.
This Agreement shall not be amended except to cure any ambiguity or formal defect or
omission in this Agreement. No amendment shall be effective unless the same shall be in
writingand signedby the partiesthereto. No such amendment shall adversely affectthe rightsof
the holders of the Refunded Bonds.No such amendment shall be made without first receiving
written confirmation from the rating agencies (ifany) which have rated the Refunded Bonds that
such administrative changes will not result in a withdrawal or reduction of its rating then
assigned to the Refunded Bonds.If this Agreement is amended, prior written notice and copies
of the proposed changes shall be given to the rating agencies which have rated the Refunded
Bonds.
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EXECUTED as ofthe date first written above.
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Appendix A
Appendix B
CITY OF MOSES LAKE,
WASHINGTON
Finance Director
U.S.BANK NATIONAL ASSOCIATION
as Authorized Signer
Addresses ofthe City and the Escrow Agent
Description ofthe RefundedBonds
Schedule ofDebt Service on Refunded Bonds
Description ofBeginning Cash Deposit (ifany)and Escrowed Securities
Escrow Fund Cash Flow
Notice ofRedemption for the 2006 Bonds
Notice ofDefeasance for the 2006 Bonds
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EXHIBIT A
Addresses ofthe City and Escrow Agent
City:City ofMoses Lake
401 S.Balsam
Moses Lake,WA 98356
Attention:Finance Director
Escrow Agent:U.S.Bank National Association
CorporateTrust Services PD-WA-T7CT
1420 Fifth Avenue,7th Floor
Seattle,WA 98101
Attention:Vice President
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EXHIBIT B
Description ofthe Refunded Bonds
City ofMoses Lake,Washington
Limited Tax General Obligation Bonds, 2006
(Dated June 5,2006)
Maturity Date Principal Interest
(August 1)Amounts Rates
2017 $305,000 4.10%
2018 315,000 4.15
2021*1,030,000 4.15
2026*2,020,000 4.25
♦Term Bonds
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EXHIBIT C
Schedule of Debt Service on the Refunded Bonds
Principal/
Date Interest Redemption Price Total
_$$_
Total $$
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I.Cash $
EXHIBIT D
Escrow Deposit
II.Other Obligations
Principal
Description Maturity Date Amount Yield Total Cost
%
Total
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Date
EXHIBIT E
Escrow Fund Cash Flow
Escrow Net Escrow Excess
Requirement Receipts Receipts
Cash
Balance
$$$$
$$$
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APPENDIX A
NOTICE OF REDEMPTION*
City of Moses Lake,Washington
Limited Tax General Obligation Bonds,2006
NOTICE IS HEREBY GIVEN that the City of Moses Lake,Washington has called for
redemption on August 1,2016,the outstanding Limited Tax General Obligation Bonds,2006
(the "Bonds")described below.
The Bonds will be redeemed at a priceof one hundred percent (100%)of their principal
amount,plus interest accrued to August 1,2016.The redemption price of the Bonds is payable
on presentation and surrender ofthe Bondsattheofficeof:
By Mail,Hand or Overnight Mail to:
U.S.Bank National Association
Global Corporate Trust Services
111 Fillmore Ave E
St. Paul, MN 55107
Interest on all Bonds or portions thereof which are redeemed shall cease to accrue on
August 1,2016.
The following Bonds are being redeemed:
Maturity Years
(August 1)
Principal
Amounts
Interest
Rates
CUSIP
Nos.
2017
2018
$305,000
315,000
4.10%
4.15
619551HW7
619551HX5
2021*1,030,000 4.15 619551JA3
2026*2,020,000 4.25 619551JB1
*Term Bonds
*This notice shall be given not more than 60nor less than 30 days prior to August 1,2016 by first class mail to
each registered owner ofthe Refunded Bonds. In addition notice shall be mailed at least 30 days prior to August 1,
2016 to The Depository Trust Company of New York, New York; Martin Nelson &Company,Inc.,Standard &
Poor's Ratings Services,National Public Finance Guarantee (formerly MBIA Insurance Corporation),and to the
Municipal Securities Rulemaking Board.
Page 1—Appendix A P:\20287 CMW\20287 AY6 5/26/15
By Order of the City of Moses Lake,Washington
U.S.Bank National Association,as Paying Agent
Dated:.
Withholding of 28%of gross redemption proceeds of any payment made within the
United States may be required by the Jobs and Growth Tax Relief Reconciliation Actof 2003
(the "Act")unless the Paying Agent has the correct taxpayer identification number (social
security or employer identification number)or exemption certificate ofthe payee.Please furnish
a properly completed Form W-9 or exemption certificate or equivalent when presenting your
Bonds.
Page2 Appendix A P:\20287_CMW\20287_AY6 5/26/15
APPENDIX B
Notice of Defeasance*
City of Moses Lake,Washington
Limited Tax General Obligation Bonds,2006
NOTICE IS HEREBY GIVEN to the owners of that portion of the above-captioned
bonds with respect to which, pursuant to an Escrow Agreement dated ,2015,by and
between City of Moses Lake,Washington (the "City"),and U.S.Bank National Association,
Seattle, Washington (the "Escrow Agent"), the City has deposited into an escrow account, held
by the Escrow Agent, cash and non-callable direct obligations ofthe United States of America,
the principal ofand interest on which,when due, will provide money sufficient to pay each year,
to and including the respective maturity or redemption date of such bonds so provided for, the
principal thereof and interest thereon (the "Defeased Bonds"). Such Defeased Bonds are
therefore deemed to be no longer outstanding pursuant to the provisions ofOrdinance No. 2256
of the City,authorizing the issuance of the Defeased Bonds, but will be paid by application of
the assets ofsuch escrow account.
The Defeased Bonds are described as follows:
Limited Tax General Obligation Bonds,2006 (Dated June 5,2006)
Maturity Years
(August 1)
Principal
Amounts Interest Rates
4.10%
4.15
CUSIP
Nos.
Call Date
(at 100%)
2017
2018
$305,000
315,000
619551HW7
619551HX5
08/01/2016
08/01/2016
2021*1,030,000 4.15 619551JA3 08/01/2016
2026*2,020,000 4.25 619551JB1 08/01/2016
*Term Bonds
Information for Individual Registered Owner
The addressee ofthis notice is the registered owner of Bond Certificate No. _
Defeased Bonds described above, which certificate is in the principal amount of $_
All ofwhich has been defeased as described above.
of the
*This notice shall be given immediately by first class mail to each registered owner of the Defeased Bonds.In
addition notice shall be mailed to The Depository Trust Company of New York,New York;U.S.Bank National
Association,as Fiscal Agent;Standard &Poor's Ratings Services,New York,New York,Martin Nelson &
Company,Inc.,National Public Finance Guarantee (formerly MBIA Insurance Corporation),and to the Municipal
Securities Rulemaking Board.
Appendix B
P:\20287_CMW\20287_AY6 5/26/15
exhibit b
Costs Of Issuance Agreement
city of moses lake,washington
limited tax general obligation refunding bonds,2015
THIS COSTS OF ISSUANCE AGREEMENT,dated as of June _,2015 (herein,
together with any amendments or supplements hereto, calledthe "Agreement"), is entered into
by and between the City of Moses Lake, Washington,(herein calledthe "City") andU.S. Bank
National Association,Seattle,Washington,as Escrow Agent (herein, together with any successor
in such capacity, called the "Escrow Agent").
WITNESSETH:
WHEREAS,pursuant to Ordinance No. 2768 passed on May 26, 2015 (the "Bond
Ordinance"), the City has determined to issue its Limited Tax General Obligation Refunding
Bonds,2015 (the "Bonds");and
WHEREAS,simultaneously herewith, the City is entering into an Escrow Deposit
Agreement, dated June ,2015 under which the Escrow Agent will hold invested proceeds of
the Bonds in orderto pay andredeem the refunded bonds underthe terms set forth therein;and
WHEREAS,certainproceeds ofthe Bonds will be delivered to the Escrow Agent on the
date of issuance of the Bonds that are required to be disbursed to pay costs of issuance of the
Bonds;and
WHEREAS,the Escrow Agent has agreed,without additional compensation to disburse
the Bond proceeds receivedto paycosts ofissuanceunderthe terms ofthis Agreement;
Section 1.Deposit in the Costs of Issuance Fund.
The Escrow Agent has created on its books a special trust fund and escrow fund to be
known asthe Costs of Issuance Fund.The EscrowAgent agrees thatupon receiptit will deposit
to the credit of the Costs ofIssuance Fund Account the sum of $to pay those costs
of issuance set forth on Exhibit A. Such deposit,all proceeds therefrom,andallcash balances on
deposit therein shall bethe property ofthe Costs of Issuance Fund to pay those costs of issuance
set forth onExhibitA uponreceipt ofinvoices.If any ofthe$deposit allocated for
costs of issuance for the Bonds remains unspent on August ,2015,the Escrow Agent shall
transfer such unspent amount to the City,and this Agreement shall be deemed fully performed
and terminated.
Section 2.Investments.
The EscrowAgentshall not haveanypoweror dutyto investor reinvestanymoneyheld
hereunder.
Section 3.Limitation on Liability.
The liability of the Escrow Agent to transfer funds for the payment of the costs of
issuanceidentifiedherein shall be limitedto the proceedsof the Bonds deliveredto the Escrow
Agent.
Section 4.Compensation.
The City shall pay to the Escrow Agent fees for performingthe services hereunderand
underthe EscrowAgreement forthe expenses incurred or to be incurred bythe EscrowAgentin
the administration ofthis Agreementandthe Escrow Agreement pursuantto the termsof the Fee
Scheduleattached as ExhibitB. The Escrow Agent hereby agrees that in no event shall it ever
assert any claim or lien against funds held under the Escrow Agreement for any fees for its
services,whether regular or extraordinary,as Escrow Agent,or in any other capacity,or for
reimbursement for any of itsexpensesas EscrowAgentor in any othercapacity.
Section 5.Notice.
Any notice,authorization,request,or demand required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given when mailed by
registered or certified mail,postage prepaid addressed to the Cityor the Escrow Agent at the
address shown on Exhibit A to the Escrow Agreement.
Section 6.Washington Law Governs.
This Agreement shall be governed exclusively by the provisions hereof and by the
applicable lawsofthestateof Washington.
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EXECUTED as ofthe date first written above.
CITY OF MOSES LAKE,WASHINGTON
Exhibit A -Costs ofIssuance Schedule
Exhibit B -Fee Schedule
Finance Director
U.S.BANK NATIONAL ASSOCIATION
Authorized Signatory
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EXHIBIT A
Costs of Issuance
Bond Counsel Fee (K&L Gates LLP) $
Escrow Agent Fee (U.S. Bank National
Association)
Verification Agent Fee ( )
Rating Agency Fee (Standard &Poor's)
Total:$
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EXHIBIT B
FEE SCHEDULE
See Attached
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CERTIFICATE OF FINANCE DIRECTOR
I DO HEREBY CERTIFY that I am the duly qualified,appointed and acting Finance
Director of the City of Moses Lake,Washington (the "City"),and keeper of the records of the
City Council; and
I HEREBY CERTIFY:
1.That the attached ordinance is a true and correctcopyof Ordinance No.2768 of
the City (the "Ordinance"),as finally passed at a regular meeting of the City Council held on the
26thdayof May,2015 andduly recorded inmy 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
City Council voted in the proper manner for the passage of the Ordinance;that all other
requirements and proceedings incident to the proper passage of the Ordinance have been duly
fulfilled, carried out and otherwise observed,and that I am authorized to execute this certificate.
IN WITNESS WHEREOF,I have hereunto set my hand this 26th day of May, 2015.
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