2086_00001O
CITYOF MOSESLAKE,WASHINGTON
LIMITEDTAXGENERAL OBLIGATIONAND REFUNDING BONDS,2002
ORDINANCE NO.2086
AN ORDINANCE of theCity of Moses Lake,Washington,authorizing theissuance and
sale of limited taxgeneral obligation and refunding bonds oftheCity inthe aggregateprincipalamountof$3,435,000 toprovide funds for various capital purposes and torefundcertainoutstandinggeneralobligationbondsoftheCity;authorizingtheappointmentofanescrowagentandtheexecutionofanescrawagreementrelatedtosuchrefunding;providing thedate,form and redemption provisions of said bonds;providing for the disposition of the bond proceeds;providing for the annual levy of
taxes to pay the principal of and interest on the bonds;approving an undertaking forongoingdisclosure;and authorizing the sale of bonds.
PASSED:August 13,2002
Prepared by:
PRESTON GATES&ELLISLLPSeattle,Washington
O
DOTOP3DOC 95/10/10
TABLEOF CONTENTS"
E_age
Section 1.Definitions ............................................1
Section 2.Authorization oftheProjects ...............................................3
Section 3.Purpose,Authorization and Description of Bonds .........................................3
Section 4.Registration,Exchange and Payment .........................................4
Section 5.Redemption and Purchase of Bonds ........................................§
Section 6.Form of Bonds ..................................
Section 7.Execution of Bonds .......................................
Section 8.Mutilated,Lost,or Destroyed Bonds .....................................7
Section 9.Bond Fund ..................................................7
Section 10.Pledge of Taxation and Credit ..........................................7
Section 11.Defeasance ..................................................................................8
Section 12.Application of Bond Proceeds and Redemption of the 1993 Bonds ..............................8
Section 13.Tax Covenants;Special Designation .......................................9
Section 14.Sale of Bonds ...............................................................................10
Section 15.Approval ofPreliminary OfficialStatement;Final OfficialStatement .............................9
Section 16.Undertaking to Provide Ongoing Disclosure ........................................1_0
Section 17.Bond Insurance ..............................................1_1.
Section 18.General Authorization;Prior Acts ..............................................1_1
Section 19.Severability ..........................................11
Section 20.Effective Date .....,...................................1_1
EXHIBITA Form of Escrow Agreement
*Neither this Table of Contentsnor the precedingcover page is a part of thisordinance.
DOTOP3,DOC 95/10/10
ORDINANCE NO.2086
AN ORDINANCE of the City of Moses Lake,Washington,authorizing the issuance andsaleoflimitedtaxgeneralobligationandrefundingbondsoftheCityintheaggregateprincipalamountof$3,435,000to provide funds for various capital purposes and torefundcertainoutstandinggeneralobligationbondsoftheCity;authorizingtheappointmentofanescrowagentandtheexecutionofanescrowagreementrelatedtosuchrefunding;providing the date,form and redemption provisions of said bonds;providing for the disposition of the bond proceeds;providing for the annual levy oftaxestopaytheprincipalofandinterestonthebonds;approving an undertaking forongoingdisclosure;and authorizing the sale of bonds.
WHEREAS,theCity of Moses Lake,Washington (the"City")needs to make improvements to theCityHallCampus,acquire and equip batting cages,acquire a maintenance shop building and additionalland,and make other capital improvements tothe facilities of theCity(collectively,the "Projects");and
WHEREAS,the City is authorized by RCW chs.35A.40 and 39.46 to borrow money and issuegeneralobligationbondstofinancethecostsoftheProjects;and
WHEREAS,it is in thebest interest ofthe City to issue limited taxgeneral obligation bonds in theaggregateprincipalamountof$2,025,000 (the "Improvement Bonds")in order to obtain long termfinancingfortheProjects;and
WHEREAS,the City issued its Limited Tax General Obligation Bonds,1993 pursuant toOrdinanceNo.1585 (the"1993 Bond Ordinance")under date of August 1,1993,in the original aggregateprincipalamountof$2,000,000(the"1993Bonds")which remain outstanding as follows:
MaturityYears(August 1)Principal Amounts Interest Rates
2003 $90,000 5.250%
2004 95,000 5.2502005100,000 5.400
2006 105,000 5.4002007110,000 5.550
2008 120,000 5.6002009125,000 5.625
O 2010 135,000 5.7002013450,000 5.800
;and
WHEREAS,the 1993 Bond Ordinance authorizes the defeasance and redemption of the 1993 BondsmaturingonandafterAugust1,2004 in advance oftheirscheduled maturity in inverse order of maturityonanyinterestpaymentdateonandafterAugust1,2003 at a price of par;and
WHEREAS,after due consideration it appears to this Council thatthe 1993 Bonds may be defeased andrefundedbytheproceedsofaportionofthebondshereinauthorizedintotalprincipalamountof$1,410,000 authorized herein (the "Refunding Bonds")at a substantial savings to the City and itstaxpayers;and;and
WHEREAS,itappears to this Council thatit is in the best interest of the Citythat the Improvement BondsandtheRefundingBondsbecombinedintoasingleissueofgeneralobligationandrefundingbondsintheaggregateprincipalamountof$3,435,000(the"Bonds");and
WHEREAS,the City has received an offerfrom Martin Nelson &Company,Inc.,Seattle,Washington,topurchasetheBonds;
NOW,THEREFORE,THE CITYCOUNCIL OF THE CITYOF MOSES LAKEDO ORDAIN,as follows:
Section 1.Definitions The following words and termsas used in thisordinance shall have thefollowingmeaningsforallpurposesofthisordinance,unless some other meaning is plainly intended.
Acquired Obligations means the Government Obligations acquired by the City under the terms of thisordinanceandtheEscrowAgreementtoeffectthedefeasanceandrefundingofthe1993Bonds.
Beneficial Owner means any person that has or shares the power,directly or indirectly to makeinvestmentdecisionsconcerningownershipofanyBonds(includingpersons holding Bonds throughnominees,depositories or other intermediaries).
Bond Fund means the "Limited Tax General Obligation and Refunding Bond Redemption Fund,2002"established pursuant toSection 9 hereof.
Bond Insurance Policy means the municipalbond insurance policy issued by the Insurer insuring thepaymentwhendueoftheprincipalofandinterestontheBondsasprovidedtherein.
Ordinance No.2086
Page 2
Bond Register means the registration books maintained by the Bond Registrar for the purpose of
identifying ownership of the Bonds.
Bond Registrar means the fiscal agency of the State ofWashington in either Seattle,Washington,or New
York,New York,for the purposes of registering and authenticating the Bonds,maintaining the Bond
Register,effecting the transfer of ownership of the Bonds and paying interest on and principal of the
Bonds.
Bonds or Bond means all or a portion of the City of Moses Lake,Washington,Limited Tax General
Obligation and Refunding Bonds,2002,issued pursuant to this ordinance and shall include the
Improvement Bonds and the Refunding Bonds.
CallDate means August 1,2003.
Citymeans the Cityof Moses Lake,a municipal corporation duly organized and existing under the laws of
the State ofWashington.
Code means the federal Internal Revenue Codeof 1986,as amended.Any reference to a provision ofthe
Code shallinclude the applicable regulations of the Department of the Treasury promulgated or proposed
withrespect to such provision.
Commission means the Securities and E×change Commission.
Council means the City Council of the City,the general legislative body of the City,as the same shall be
duly and regularly constituted from timeto time.
Delivery Date means the date of original issuance and delivery of the Bonds to the Underwriter.
DTC means The Depository Trust Company of New York,a limited purpose trust company organized
under the laws of the State of New York,a depository forthe Bonds pursuant toSection 4 hereof.
Escrow Agent means The Bank of New York,New York,New York.
Escrow Agreement means the agreement between the City and the Escrow Agent with respect to the
1993 Bonds substantially in the form of ExhibitBattached hereto.
Finance Director means the duly qualified,appointed and acting Finance Director of the Cityor any other
officerwho succeeds to the duties now delegated tothat office.
Government Obligations has the meaning given such term in Chapter 39.53 RCW,as the same may be
amended or restated from time totime.
Improvement Bonds means that portion of the Bonds authorized to be issued herein for the purpose of
financing the cost oftheProjects.
Insurer means Financial Security Assurance,Inc.,a New York stock insurance company,or any
successor thereto,as issuer ofthe Policy with respect totheBonds.
Letter of Representations means the blanket issuer letter of representations from the Cityto DTC.
MSRB means the Municipal Securities Rulemaking Board or anysuccessor to its functions.
1993 Bond Ordinance means Ordinance No.1585 of the Council.
1993 Bonds means the City of Moses Lake,Washington,Limited Tax General Obligation Bonds,1993,
issued pursuant tothe 1993 Bond Ordinance under date of August 1,1993.
NRMSIR means a nationally recognized municipalsecurities information repository.
Private Person means any natural person engaged in a trade or business or any trust,estate,
partnership,association,company or corporation.
Private Person Use means the use of property in a trade or business by a Private Person ifsuch use is
otherthan as a member of the general public.Private Person Use includes ownershipof the property by
the Private Person as well as other arrangements that transfer to the Private Person the actual or
beneficial use of the property (suchas a lease,management or incentive payment contract or other
special arrangement)in such a manner as to set the Private Person apart fromthegeneral public.Use of
propertyas a member of the general public includes attendance by the Private Person at municipal
meetings or business rental of propertytothe 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 whodesires to rent the property.
Use of property by nonprofit communitygroups or community recreational groups is not treated as Private
Person Use ifsuch use is incidental to thegovernmentaluses of property,the property is made available
for such use by all such communitygroups on an equal basis and such communitygroups are charged
onlya de minimisfee to cover custodialexpenses.
OrdinanceNo.2086
Page 3
Project Fund means the"BuildingMaintenance Fund"as described in Section 12 hereof.
Projects mean thevarious capital projects set forth in Section 2 of thisordinance and incorporated hereinbythisreference.
Refunding Account means theRefunding Account set up within the bond redemption fund for the 1993BondsbySection12hereof.
Registered Owner means the person inwhose name a Bond is registered on the Bond Register.For solongastheBondsareheldinbook-entry only form,DTC shall be deemed to be the sole RegisteredOwner.
Rule means theCommission's Rule 15c2-12 under the Securities and Exchange Act of 1934,as thesamemaybeamendedfromtimetotime.
SID means a state information depository for the State of Washington ifone is hereafter created.
Underwriter means Martin Nelson &Company,Inc.,Seattle,Washington.
In thisordinance,unless the contextotherwiserequires:
(a)The terms "hereby,""hereof,""hereto,""herein,"hereunder"and any similar terms,asusedinthisordinance,refer to this ordinance as a whole and not to any particular article,section,subdivision or clause hereof,and the term "hereafter"shall mean after,and the term"heretofore"shall
mean before,the date of thisordinance;
(b)Words of the masculine gender shall mean and include correlative words of the feminineandneutergendersandwordsimportingthesingularnumbershallmeanandincludethepluralnumberandviceversa;(c)Words importing persons shall include firms,associations,partnerships (includinglimitedpartnerships),trusts,corporations and other legal entities,including public bodies,as well as natural
persons;(d)Any headings preceding the text of the several articles and Sections of this ordinance,and any table of contents or marginal notes appended to copies hereof,shall be solely for convenience of
O reference and shall not constitute a part of thisordinance,nor shall theyaffect its meaning,construction oreffect;and
(e)All references herein to "articles,""sections"and other subdivisions or clauses are to thecorrespondingarticles,sections,subdivisions or clauses hereof.
Section 2.Authorization of the Projects.The City is in need of the following additions and improvements toitscapitalfacilities:
(a)improvements tothe City HallCampus;(b)acquisitionand equippingofbatting cages;(c)acquire a maintenance shop building and land;and
(d)improvements to Penn Street
(collectively,the"Projects").
The Projects are anticipated to cost approximately$1,995,700,of which a portion shall be paid from
available City funds,and thebalance fromtheproceeds of bonds hereinafter authorized.
Section 3.Purpose,Authorization and Description of Bonds.For the purpose of paying the costs of theProjectsandpayingaproportionateshareofthecostsofissuance,the City shall issue and sell its limitedtaxgeneralobligationbondsintheaggregateprincipalamountof$2,025,000(the"Improvement Bonds").
For the purpose of refunding the 1993 Bonds and thereby effecting a savings to the City and paying aproportionateshareofthecostsofissuance,the Cityshall issue its limited tax general obligation refundingbondsintheaggregateprincipalamountof$1,410,000(the"Refunding Bonds").
The Improvement Bonds and the Refunding Bonds are sometimes herein collectively referred to as the"Bonds."
O The City shall now issue and sell the Bonds in the combined aggregate amount of $3,435,000.The Bondsshallbedesignatedthe"Cityof Moses Lake,Washington Limited Tax General Obligation and RefundingBonds,2002"(the"Bonds"),shall be dated as of the Delivery Date,shall be fully registered as to bothprincipalandinterest,shall be in the denomination of $5,000 each or any integral multiple thereof,provided that no Bond shall represent more than one maturity,shall be numbered separately in suchmannerandwithanyadditionaldesignationastheBondRegistrardeemsnecessaryforpurposesofidentificationandcontrol,and shall bear interest from theirdate or the most recent date to which interesthasbeenpaidordulyprovidedfor,whichever is later,payable semiannually on the first days of FebruaryandAugust,commencing February 1,2003 to the maturity or earlier redemption of the Bonds,at the ratessetforthbelow,and shall mature on August 1 inthe years and intheamounts set forth below,
Ordinance No.2086
Page 4
MaturityYear
(August 1)Principal Amount Interest Rate
2003 $315,000 1.50%
2004 310,000 1.80
2005 315,000 2.25
2006 320,000 2.65
2007 330,000 3.00
2008 340,000 3.30
2009 355,000 3.50
2010 370,000 3.75
2011 360,000 3.85
2012 400,000 3.95
Sec.ti.o..n...4.Registration,Exchange and Pavment.
(a)Bond Registrar/Bond Register.The City hereby specifies and adopts the system
ofregistrationapproved by the Washington State Finance Committee,which utilizesthe fiscal agencies of
the State of Washington in Seattle,Washington,and New York,New York,as registrar,authenticating
agent,paying agent and transferagent (collectively,the "Bond Registrar").The Bond Registrar shall keep,
or cause to be kept,at its principalcorporate trustaffice,sufficient records for the registrationand transfer
of the Bonds (the"BondRegister"),which shall be open to inspection by the City.The Bond Registrar is
authorized,on behalf of the City,to authenticate and deliver Bonds transferred or exchanged in
accordance with the provisions of such Bonds and this ordinance and to carry out all of the Bond
Registrar's powers and duties under this ordinance.The Bond Registrar shall be responsible for its
representations contained in the Certificate ofAuthentication an the Bonds.
(b)Registered Ownership.The Cityand the Bond Registrar may deem and treat the
Registered Owner of each Bond as the absolute owner for all purposes,and neitherthe City nor the Bond
Registrar shall be affected by any notice to the contrary.Payment of any such Bond shall be made only
as described in Section 4(h)hereof,but such registration maybe transferred as herein provided.Allsuch
payments made as described in Section 4(h)shall be valid and shall satisfy the liabilityof the City upon
such Bond tothe extent of theamount or amounts so paid.
(c)DTCAcceptance/Letter of Representations.The Bonds shall initiallybe held in
fully immobilized form by DTC acting as depository.To induce DTC to accept the Bonds as eligiblefor
deposit at DTC,the City shall execute and deliver to DTC a Blanket Issuer Letter of Representations (the
"Letter of Representations").
Neither the City nor the Bond Registrar willhave any responsibility or obligation to DTC participants or the
persons for whom they act as nominees with respect to the Bonds for the accuracy of any records
maintained by DTC or any DTC participant,the payment by DTC or any DTC participant of any amount in
respect of the principal of or interest on Bonds,any notice that is permitted or required to be given to
Registered Owners under thisordinance(exceptsuch notices as shall be required to be given by the City
to the Bond Registrar or to DTC),the selection by DTC or any DTC participant of any person to receive
payment in the event of a partial redemption of the Bonds,or any consent given or other action taken by
DTC as the Registered Owner.For so long as any Bonds are held in fullyimmobilized form hereunder,
DTC or its successor depository shall be deemed to be the Registered Owner for all purposes,and all
references inthisordinance to the Registered Owners shall mean DTC or its nominee and shall not mean
the ownersofanybeneficial interest in any Bonds.
(d)Use of Depository.
.....(i)The Bonds shall be registered initially in the name of CEDE &Co.,as
nominee of DTC,with a single Bond for each maturity in a denomination equal to the totalprincipal
amount of such maturity.Registered ownershipof such immobilized Bonds,or any portions thereof,may
not thereafter be transferred except (A)to any successor of DTC or its nominee,provided that any such
successor shall be qualified under any applicablelaws to provide the service proposed to be provided by
it;(B)to any substitute depository appointed by the City pursuant to subsection (ii)below or such
substitute depository's successor;or (C)to any person as provided in subsection (iv)below.
.....(ii)Upon the resignation of DTC or its successor (or any substitute
depository or its successor)from its functions as depository or a determination by the City to discontinue
the system of book entry transfers through DTC or its successor (orany substitute depository or its
successor),the City may appointa substitutedepository.Any such substitutedepository shall be qualified
under any applicable laws to provide the services proposed to be provided by it
....(iii)In the case of any transfer pursuant to clause (A)or (B)of subsection (i)
above,the Bond Registrar shall,upon receipt of all outstanding Bonds,together with a written request on
behalf of the City,issue a single new Bond for each maturity then outstanding,registered in the name of
such successor or substitute depository,or its nominee,allas specifiedin such written request of the City.
.....(iv)In the event that (A)DTC or its successor (orsubstitutedepository or its
successor)resigns from its functions as depository,and no substitute depository can be obtained,or
(B)the City determines that it is in the best interest of the beneficial owners of the Bonds that the Bonds
be provided in certificated form,the ownership of such Bonds maythen be transferred to any person or
entity as herein provided,and shall no longer be held in fully immobilized form.The City shall deliver a
written request to the Bond Registrar,togetherwitha supply of definitive Bonds in certificated form,to
issue Bonds in any authorized denomination.Upon receipt by the Bond Registrar of allthenoutstanding
Bonds,together with a written request on behalf of the City to the Bond Registrar,new Bonds shall be
issued in the appropriate denominations and registered in the names of such persons as are provided in
such written request
Ordinance No.2086
Page 5
(e)Transfer or Exchange of Registered Ownership;Change in Denominations.The
registered ownershipof any Bond maybe transferredor exchanged,but no transfer of any Bond shallbe
validunless it is surrendered to theBond Registrar withthe assignment form appearing on such Bond duly
executed by the Registered Owner or such Registered Owner's duly authorized agent in a mannersatisfactorytotheBondRegistrar.Upon such surrender,the Bond Registrar shall cancel the surrenderedBondandshallauthenticateanddeliver,withoutcharge to the Registered Owner or transferee,a newBond(orBonds 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 canceled Bond.Any Bond may be surrendered to the BondRegistrarandexchanged,withoutcharge,for an equal aggregate principal amount of Bonds of the samedate,maturity and interest rate,in any authorized denomination.The Bond Registrar shall not beobligatedtotransferorexchangeanyBondduringaperiodbeginningattheopeningofbusinessonthe15thdayofthemonthnextprecedinganyinterestpaymentdateandendingatthecloseofbusinessonsuchinterestpaymentdate,or,in the case of any proposed redemption of the Bonds,after the mailing ofnoticeofthecallofsuchBondsforredemption.
(f)Bond Registrar's Ownershipof Bonds.The Bond Registrar may become theRegisteredOwnerofanyBondwiththesamerightsitwouldhaveifitwerenottheBondRegistrar,and totheextentpermittedbylaw,may act as depository for and permit any of its officers or directors to act asmemberof,or in any other capacity with respect to,any committee formed to protect the rights of theRegisteredOwnersoftheBonds.
(g)Registration Covenant.The City covenants that,until all Bonds have beensurrenderedandcanceled,it will maintain a system for recording the ownership of each Bond thatcomplieswiththeprovisionsofSection149oftheCode.
(h)Place and Medium of Payment.Both principal of and interest on the Bonds shallbepayableinlawfulmoneyoftheUnitedStatesofAmerica.Interest on the Bonds shall be calculated onthebasisofa360-day year and twelve30-day months.For so long as all Bonds are infully immobilizedform,payments of principal and interest shall be made as provided in accordance with the operationalarrangementsofDTCreferredtointheLetterofRepresentations.In the event thatthe Bonds are nolongerinfullyimmobilizedform,interest on the Bonds shall be paid by check or draft mailed to theRegisteredOwnersattheaddressesforsuchRegisteredOwnersappearingontheBondRegisteronthe15thdayofthemonthprecedingtheinterestpaymentdate,and principal of the Bonds shall be payable
upon presentation and surrender of such Bonds by the Registered Owners at the principal office of the
O Bond Registrar;provided,however,that if so requested in writing by the Registered Owner of at least$1,000,000principal amount of Bonds,interest will be paid by wire transferon thedate due to an accountwithabanklocatedwithintheUnitedStates.
Section 5.Redemotion and Purchase of Bonds.
(a)No OptionalRedemption.The Bonds are not subject to redemption prior totheirscheduledmaturities.
(b)Purchase of Bonds.The City reserves the right to purchase any of the BondsofferedtoitatanytimeandatanypricedeemedreasonabletotheCity.
Section 6.Form of Bonds.The Bonds shall be in substantially the followingform:
STATEMENT OF INSURANCE
Financial Security Assurance Inc.("Financial Security"),New York,New York,has delivereckits
municipal bond insurance policy with respect to the scheduled payments due of principal ofoninterestonthisBondtoTheBankofNewYork,New York,New York,or its successor,as pilyinagentfortheBands(the"Paying Agent").Said Policy is on file and availablefor inspection l§t theprincipalofficeofthePayingAgentandacopythereofmaybeobtainedfromFinancialSecurityorthePayingAgent.
UNITEDSTATESOF AMERICA
NO.g
STATE OF WASHINGTON
O CITYOF MOSES LAKELIMITEDTAXGENERALOBLIGATIONANDREFUNDINGBOND,2002
INTEREST RATE:CUSIP NO,:
MATURITYDATE:
REGISTERED OWNER:CEDE &Co.
PRINCIPAL AMOUNT:Dollars
Ordinance No.2086
Page 6
THE CITYOF MOSES LAKE,WASHINGTON,a municipal corporation of the State of Washington
(the"City"),hereby acknowledges itself to owe and for value received promises to pay tothe Registered
Owner identified above,or registered assigns,on the Maturity Date specified above thePrincipal Amount
specified above and to pay interest thereon(computedon the basis of a 360-day year of twelve30-day
months)from ,2002,or themost recent date to which interest has been paid or duly provided
for,at the Interest Rate Specified above,payable on February 1,2003,and semiannually thereafter oneachAugust1andFebruary1.Both principal of and interest on thisbond are payable in lawful money of
the United States of America.For so long as the bonds of this issue 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 Blanket Issuer Letter of Representations from the City to theDepositoryTrustCompany.The Cityhas authorized thefiscal agency of the State of Washington toact
as registrar,paying agent and authenticating agent (the"Bond Registrar").Capitalized terms used in thisbondwhicharenotspecificallydefinedhavethemeaningsgivensuchtermsinOrdinanceNo.2086 of theCity(the"Bond Ordinance").
This bond is one of a series of bonds of like date and tenor,except as to number,amount,rate of
interest and date of maturity,in the aggregate principal amount of $3,435,000 and is issued to pay a
portion of thecosts of certain capital projects and to refund certain outstanding general obligation bonds of
the City.
The bonds ofthis issue are issued under and inaccordance with the provisions of the Constitution
and applicable statutes of the State of Washington and applicable ordinances duly adopted by the City.
The bonds of this issue have been designated as "qualified tax-exempt obligations"for purposes
of Section 265(b)ofthe Internal Revenue Code of 1986,as amended.
The City hereby irrevocably covenants and agrees withtheownerof this bond that itwill include in
its annual budget and levy taxesannually,in an amount permitted to cities without a vote,upon all the
taxableproperty in the City,in amounts sufficient,together with allother money legally availabletherefor,
to pay the principal of and interest on thisbond as the same shall become due.The fullfaith,credit and
resources ofthe Cityare hereby irrevocably pledged for the annual levy and collectionof such taxesand
the prompt payment of such principal and interest
The pledge of tax levies for repayment of principal of and interest on the bonds of this issue under
the Bond Ordinance may be discharged prior to the maturity or redemption of the bonds ofthis issue by
making provision for the payment thereofon the terms and conditions set forth in the Bond Ordinance.
The bonds of this issue are not subject to redemption prior totheirscheduled maturities.
This bond shall not be valid or become obligatory for any purpose or be entitledto any security orbenefitundertheBondOrdinanceuntiltheCertificateofAuthenticationhereonshallhavebeenmanually
signed by the BondRegistrar.
Itis hereby certified that all acts,conditions and thingsrequiredby the Constitution and statutes of
the State of Washington and ordinances of the City to exist,to have happened,and to have been
performed precedent to and in the issuance of this bond do exist,have happened,and have been
performed in due time,form and manner as prescribed by law,and that the arnount of this bond,together
with all other obligations or indebtedness of the City,does not exceed any constitutionalor statutory
ithjtations ofindebtedness.
lit WITNESS WHEREOF,theCityhas caused thisbond to be signed by the manual or facsimile
igiiature-efits Mayor and attested by the manual or facsimile signature of its Finance Director,and the
seal ofthe Cityto be impressed or imprinted hereon,as ofthis/L^dayof Ñaaud ,2002.
CITYOF MOSESLAKE,WASHINGTO
Attest:
ayor
Financ irector
Ordinance No.2086
Page 7
CERTIFICATE OF AUTHENTICATION
Date ofAuthentication:
This bond is one of the bonds described in the within mentioned Bond Ordinance and is one of theLimitedTaxGeneralObligationandRefundingBonds,2002,of the City of Moses Lake,Washington,dated as of ,2002.
WASHINGTON STATE FISCAL AGENCY,as BondRegistrar
By
Authorized Signatory
Section 7.Execution of Bonds.The Bonds shall be executed on behalf of the Citywith the manualorfacsimilesignatureoftheMayoroftheCityandattestedbythemanualorfacsimilesignatureoftheFinanceDirector,and the seal of the City shall be impressed or imprinted on each of the Bonds.In caseeitherorbothoftheofficerswhoshallhaveexecutedtheBondsshallceasetobeanofficerorofficersoftheCitybeforetheBondssosignedshallhavebeenauthenticatedordeliveredbytheBondRegistrar,orissuedbytheCity,such Bonds may nevertheless be authenticated,delivered and issued,and upon suchauthentication,delivery and issuance,shall be as binding upon the City as thoughthose who signed thesamehadcontinuedtobesuchofficersoftheCity.Any Bond also may be signed and attested on behalfoftheCitybysuchpersonsasattheactualdateofexecutionofsuchBondshallbetheproperofficersoftheCityalthoughattheoriginaldateofsuchBondanysuchpersonshallnothavebeensuchofficeroftheCity.
Only such Bonds as shall bear thereon a Certificateof Authentication in the form hereinbeforerecited,manually executed by the Bond Registrar,shall be valid or obligatory for any purpose or entitledtothebenefitsofthisordinance.Such Certificateof Authentication shall be conclusive evidence thattheBondssoauthenticatedhavebeendulyexecuted,authenticated and delivered hereunder and are entitledtothebenefitsofthisordinance.
O Section 8.Mutilated,Lost,or Destroved Bonds.If any Bond shall become mutilated,the BondRegistrarshallauthenticateanddeliveranewBondoflikeamount,date,interest rate and tenor inexchangeandsubstitutionfortheBondsomutilated,upon the Registered Owner's paying the expensesandchargesoftheCityandtheBondRegistrarinconnectiontherewithanduponsurrendertotheBondRegistraroftheBondsomutilated.Every mutilated Bond so surrendered shall be cancelled anddestroyedbytheBondRegistrar.
In case any Bond shall be lost,stolen or destroyed,the Bond Registrar may authenticate anddeliveranewBondorBondsoflikeamount,date,and tenor to the Registered Owner thereof upon suchRegisteredOwner's paying the expenses and charges of the City and the Bond Registrar in connectiontherewithanduponhisorherfilingwiththeBondRegistrarevidencesatisfactorytotheBondRegistrarthatsuchBondorBondswereactuallylost,stolen or destroyed and of his or her ownership thereof,and
uponfurnishing the Cityand the Bond Registrar with indemnity satisfactory to the Finance Director and theBondRegistrar.
Section 9.Bond Fund.There is hereby created in theoffice of the Finance Director a specialfund tobedrawnuponforthepurposeofpayingtheprincipalofandinterestontheBondstobeknownasthe"Limited Tax General Obligation and Refunding Bond Redemption Fund,2002"(the"Bond Fund").ThetaxeshereafterleviedforthepurposeofpayingprincipalofandinterestontheBondsandotherfundstobeusedtopaytheBondsshallbedepositedintheBondFundnolaterthanthedatesuchfundsarerequiredforthepaymentofprincipalofandinterestontheBonds.Money intheBond Fund not needed topaytheinterestorprincipalnextcomingduemaytemporarilybedepositedinsuchinstitutionsorinvestedinsuchobligationsasmaybelawfulfortheinvestmentofCityfunds.
Section 10.Pledge of Taxation and Credit.The City hereby irrevocably covenants and agrees for aslongasanyoftheBondsareoutstandingandunpaidthateachyearitwillincludeinitsbudgetandlevyanadvaloremtaxuponallthepropertywithintheCitysubjecttotaxationinanamountthatwillbesufficient,O together with all other revenues and money of the City legally available for such purposes,to pay theprincipalofandinterestontheBondsasthesameshallbecomedue.AIIof such taxes so collected andanyothermoneytobeusedforsuchpurposesshallbepaidintotheBondFund.
The City hereby irrevocably pledges that the annual tax provided for herein to be levied for thepaymentofsuchprincipalandinterestshallbewithinandasapartofthetaxlevypermittedtocitieswithoutavoteofthepeople,and thata sufficient portion of each annual levy to be levied and collected bytheCitypriortothefullpaymentoftheprincipalofandinterestontheBondswillbeandisherebyirrevocablysetaside,pledged and appropriated for the payment of the principal of and interest on theBonds.The full faith,credit and resources of the City are hereby irrevocably pledged for the annual levyandcollectionofsaidtaxesandforthepromptpaymentoftheprincipalofandinterestontheBondsasthesameshallbecomedue.
Ordinance No.2086
Page 8
Section 11.Defeasance.In the event that money and/or GovernmentObligations,maturing at such
time or timesand bearing interest to be earned thereon in amounts (togetherwith such money,if
necessary)sufficient to redeem and retire part or all of the Bonds in accordance with theirterms,are set
aside in a special account ofthe City to effect such redemption and retirement,and such moneyand the
principal of and interest on such 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 the Bonds so provided for,and the registered owners of such Bonds shall cease to be
entitled to any lien,benefit or security of thisordinance except the right to receive the money so set aside
and pledged,and such Bonds shall be deemed not to be outstanding hereunder.Within 30 days of any
defeasance of Bonds,the Bond Registrar shall provide notice of defeasance of Bonds to registered
owners,theInsurer and to each NRMSIR and SID,ifany,inaccordance with Section 16 of thisordinance.
Section 12.Application of Bond Proceeds and Redemption ofthe 1993 Bonds.
(a)Accrued Interest.Interest accrued on the Bonds from their date tothedate of
issuance shall be deposited in theBond Fund and shall be used to pay interest on the Bonds coming due
on February 1,2003.
(b)Project Fund.The City has previously established a fund designated the
"Building Maintenance Fund"(the"Project Fund")into which the proceeds of the Improvement Bonds
(otherthan accrued interest)shall be deposited.Money on hand in the Project Fund shall be used to pay
the costs of or reimbursement for the costs of the Projects and costs of issuance of the Bonds.The
Finance Director may invest money in the Project Fund in legal investments for City funds.Earnings on
such investments shallaccrue tothe benefit offund earningsuch interest.Anypart ofthe proceeds of the
Bonds remaining in the Project Fund after all costs of the Projects have been paid (includingcosts of
issuance)may be used for any capital purpose of the Cityor may be transferredto theBond Fund,
(c)Refunding Account.There is hereby authorized to be created in the bond
redemption fund for the 1993 Bonds an account known as the "Refunding Account"which Account is to be
drawn upon for the sole purpose of payingthe principal of and interest on the 1993 Bonds untiltheirdate
of redemption and of paying costs related to the refunding of the 1993 Bonds.
The proceeds of the sale of the Refunding Bonds (exclusiveof (i)accrued interest thereon,which
shall be paid into the Bond Fund and used to pay interest on the Bonds on February 1,2003,and (ii)a
proportionate share of thecosts of issuance of the Bonds)shall be credited to the Refunding Account.
Money in the Refunding Accountshall be used upon receipt thereoftodefease the 1993 Bonds as
authorized by the 1993 Bond Ordinance and pay costs of issuance.The City shall defease the 1993
Bonds on the Delivery Date and discharge such obligations by the use of moneyin the Refunding Account
to purchase certain Government Obligations (whichobligationsso purchased,are herein called "Acquired
Obligations"),bearing such interest and maturing as to principaland interest in such amounts and at such
timeswhich,togetherwith any necessary beginning cash balance,willprovide for thepaymentof:
(1)Interest which willbecome due and payable on the Call Date on the 1993
Bonds;and (2)-The redemptionprice(100%of the principal amount thereof)on the Call
Date,of the 1993 Bonds.
Such Acquired Obligations shall be purchased at a yield not greater thanthe yield permitted by
the Code and regulations relating to acquired obligations inconnection with refunding bond issues.
The Finance Director is hereby requested and directed to solicit proposals from financial
institutions to serve as the Escrow Agent for the 1993 Bonds (the "Escrow Agent"),and to select a
financial institution to serve as the Escrow Agent.A beginning cash balance,if any,and Acquired
Obligations shall be deposited irrevocably with the Escrow Agent in an amount sufficientto defease the
1993 Bonds.The proceeds ofthe Refunding Bonds remainingin the Refunding Account after acquisition
of theAcquired Obligations and provision for the necessary beginning cash balance shall be utilized to pay
expenses of the acquisition and safekeepingofthe Acquired Obligations and expenses ofthe issuance of
the Bonds.The balance,if any,remaining following the defeasance of the 1993 Bonds and payment of
the costs of issuance of the Bonds shall be transferredto the Project Fund to be used for costs of the
Projects.
(d)Escrow Agreement.The Finance Director is authorized and directed to execute
and deliver tothe Escrow Agent an Escrow Agreement substantially inthe form attached to thisordinance
as ExhibitA,with such changes or modifications as the Finance Director,with the advice of bond counsel
to the City,consider necessary or advisable.
The City hereby irrevocably sets aside for and pledges to the payment of the 1993 Bonds the
moneys and obligationsto be deposited with the Escrow Agent pursuant to the Escrow Agreement to
accomplish the plan of refunding and defeasance of the 1993 Bonds set forth herein and in the Escrow
Agreement.When allof the 1993 Bonds shall have been redeemed and retired,the City may cause to be
transferred from theRefunding Account to the Bond Fund any moneys not required for the purposes set
forth above.
(e)Redernption of the 1993 Bonds.The City hereby irrevocably calls for redemption
on the Call Date,the 1993 Bonds in accordance with the 1993 Bond Ordinance.Such callfor redemption
shall be irrevocable upon the delivery of the Bonds to the initial purchasers thereof and the final
Ordinance No.2086
Page 9
establishment of the Refunding Account and delivery of the Acquired Obligations and otherfunds specifiedhereintotheEscrowAgent.
The Escrow Agent is hereby authorizedand directed to paytothefiscal agency or agencies oftheStateofWashington,sums sufficient to pay,when due,thepayments specified in subparagraphs (1)and(2)of subsection (a)above.AIIsuch sums shall be paid from the monies and Acquired ObligationsdepositedwithsaidEscrowAgentandtheincometherefromandproceedsthereof.AIIsuch sums so paidOtosaidAgentshallbecreditedtotheRefundingAccount.AIImoneys and Acquired Obligations depositedwithsaidEscrowAgentandanyincometherefromshallbeheld,invested and applied in accordance with
the provisionsof thisordinance and with the laws of the State ofWashington for the benefit ofthe City andholdersofthe1993Bonds.
The Citywill takesuch actions as are found necessary tosee thatall necessary and proper fees,compensation and expenses of the Escrow Agent for the 1993 Bonds shall be paid when due.
The Escrow Agent,acting in concert with the Finance Director,is hereby authorized and directed
to provide for thegiving of notice of the redemption of such 1993 Bonds in accordance with the provisionsofthe1993BondOrdinance.The costs of givingsuch notice shall be an expense of theCity.
(f)Finding of Defeasance.The Council hereby finds and determines that themoneysandAcquiredObligationstobedepositedwiththeEscrowAgenttopaytheprincipalandinterestdueandtobecomedueonthe1993BondsaresufficienttopaysuchamountsandwilldischargeandsatisfytheobligationsoftheCityunderthe1993BondOrdinanceandthepledges,charges,trusts,covenants and agreements of the City thereinmade.The 1993 Bonds shall be deemed to be defeasedandnolongeroutstandingimmediatelyuponthedepositofsuchmoneysandAcquiredObligationswith
the Escrow Agent.
Section 13.Tax Covenants;Special Designation.
(a)No Arbitrage or Private Activity Bonds.The City hereby covenants that itwillnotmakeanyuseoftheproceedsfromthesaleoftheBondsoranyotherfundsoftheCitythatmaybedeemedtobeproceedsofsuchBondspursuanttoSection148oftheCodethatwillcausetheBondstobe"arbitrage bonds"within the meaning of said Section.The City will comply with the applicable
O requirements of Section 148 of the Code (orany successor provision thereof applicable to the Bonds)throughoutthe term of the Bonds.
The City further covenants thatitwillnot take any action or permit any action to be taken that would causetheBondstoconstitute"privateactivitybonds"under Section 141 of the Code.
(b)Private Person Use Limitation for Bonds.The City covenants thatfor as long astheBondsareoutstanding,itwillnotpermit:
(i)More than10%of theNet Proceeds of the Bonds to be allocated to any Private
Person Use;and
(ii)More than 10%of the principalor interest payments on the Bonds in a BondYeartobedirectlyorindirectly:(A)secured by any interest in property used or to be used for any PrivatePersonUseorsecuredbypaymentsinrespectofpropertyusedortobeusedforanyPrivatePersonUse,
or (B)derived from payments (whetheror not made tothe City)in respect of property,or borrowed money,used or to be used for any Private Person Use.
.....The City further covenants that,if:
(iii)Morethanfive percent of the Net Proceeds of theBonds are allocable to anyPrivatePersonUse;and
(iv)More than five percent of the principal or interest payments on the Bondsinabondyearare(underthe 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 bypaymentsinrespectofpropertyusedortobeusedforanyPrivatePersonUse,or (B)derived fromOpayments(whetheror not made tothe City)in respect of property,or borrowed money,used or to be usedforanyPrivatePersonUse,then,(1)any Private Person Use of the projects described in subsection (iii)hereof or Private Person Use payments described in subsection (iv)hereof that is in excess of the fivepercentlimitationsdescribedinsuchsubsections(iii)or(iv)willbe for a Private Person Use that is relatedtothestateorlocalgovernmentaluseoftheprojectsfinancedorrefinancedwithBondproceeds,and(2)any Private Person Use willnot exceed the amount of Net Proceeds ofthe Bonds used for thestate orlocalgovernmentaluseportionoftheprojectstowhichthePrivatePersonUseofsuchportionofsuchprojectsrelates.The City further covenants that it willcomply with any limitations on the use of theprojectsbyotherthanstateandlocalgovernmentalusersthatarenecessary,in the opinion of its bondcounsel,topreserve the taxexemption of the interest on the Bonds.The covenants of this section arespecifiedsolelytoassurethecontinuedexemptionfromregularincometaxationoftheinterestontheBonds.
Ordinance No.2086
Page 10
(c)Special Desígnation.The City hereby designates the Bonds as "qualifiedtax-
exempt obligations"under Section 265(b)of the Code.The City does not expect to issue more than$10,000,000in qualified tax-exemptobligationsduring thecalendaryear 2002.
Section 14.Sale of Bonds.The City hereby accepts the offer of Martin Nelson &Company,Inc.,
Seattle,Washington,(the"Underwriter")to purchase the Bonds on the terms and conditions set forth in its
purchase contract dated as of thisdate and presented to theCouncilon this date,and in thisordinance.
The Mayor is hereby authorized to execute such purchase contract on behalf of the City.The proper City
officials are hereby authorized and directed to do everything necessary for the prompt issuance,execution
and delivery of the Bonds to the Underwriter and for the proper use and application of the proceeds of
such sale.
Section 15.Approval of Preliminary Official Statement;Final Official Statement.The Cityhereby
approves the Preliminary Official Statement presented herewith to the Council and authorizes the
Underwriter's distribution of the Preliminary OfficialStatement inconnection withthe offering of the Bonds.
Pursuant toSecurities and Exchange Commission Rule 15c2-12 ("Rule 15c2-12"),the City hereby deems
the Preliminary Official Statement as final as of its date except for theomission of information dependent
upon the pricing of the issue and the completion of the underwriting agreement,such as offering prices,
interest rates,sellingcompensation,aggregate principal amount,principal amount per maturity,delivery
dates,and other terms ofthe Bonds dependent on theforegoing matters.
The City agrees to cooperate with the Underwriter todeliver or cause to be delivered,within seven
business days from the date of the sale of the Bondsand in sufficienttimeto accompany any confirmation
that requests payment from any customer of the Underwriter for the Bonds,copies of a final official
statement in sufficient quantity to comply with paragraph (b)(4)of Rule 15c2-12 and the rules of the
Municipal Securities Rulemaking Board.The CityManager is hereby authorizedtoreview and approve on
behalf of the Citythefinal officialstatement relativeto the Bonds with such additions and changes as may
be deemed necessary oradvisable tohim.
Section 16.Undertaking toProvide Ongoinq Disclosure.
(a)Contract/Undertaking.This section constitutes the City's written undertaking for
the benefit of the Registered Owners and Beneficial Owners ofthe Bonds as required by Section (b)(5)of
the Rule.The City is an obligated person withrespect to less than $10,000,000,of municipal securities,
including theBonds.
(b)Financial Statements.The City agrees to provide or cause to be provided to each
person upon request or to the SID,ifany,a copyof its latest publiclyavailable annual financial statements
prepared in accordance with the Budget Accounting and Reporting System prescribed by the Washington
State Auditor pursuant to RCW 43,09.200 (orany successor statute).Such annual statements shall be
available upon request to the office of the Finance Director,the current address for whom is P.O.Box
1579,Moses Lake,WA 98837;telephonenumber:(509)766-9201.
(c)Material Events.The City agrees to provide or cause to be provided,in a timely
manner,tothe SID,if any,and to each NRMSIR or to the MSRB notice of the occurrence of any of the
following events with respect to the Bonds,ifmaterial:
Principal and interest payment delinquencies;
Non-payment related defaults;
Unscheduled draws on debt service reserves reflecting financial difficulties;
Unscheduled draws on creditenhancements reflecting financial difficulties;
Substitution of credit or liquidityproviders,or theirfailure to perform;
Adverse taxopinions or events affectingthetax-exemptstatus of the Bonds;
Modifications to the rights of Bond owners;
Bond calls (optional,contingent or unscheduled Bond calls other than scheduled
sinking fund redemptions for which notice is given pursuant to Exchange Act
Release 34-23856);
Defessances;
Release,substitution orsale of property securing repaymentofthe Bonds;and
Rating changes.
Solely for purposes of disclosure,and not intending to modifythis undertaking,the City advises
thatno debt service reserves secures payment of theBonds.
(d)Terrnination/Modification.The City's obligations to provide annual financial
information and notices of material events shall terminateupon the legal defeasance,prior redemptionor
paymentin full of all of the Bonds.Any provision of thissection shall be null and void ifthe City (1)obtains
Ordinance No.2086
Page 11
an opinion ofnationally recognized bond counsel to the effect thatthe portion of theRule thatrequires thatprovisionisinvalid,has been repealed retroactively or otherwise does not apply to the Bonds and(2)notifies each NRMSIR and the SID,ifany,of such opinion and thecancellation of thissection.
The City may amend this section with an opinion of nationally recognized bond counsel inaccordancewiththeRule.In the event of any amendment of thissection,the City shall describe suchamendmentinthenextannualreport,and shall include,a narrative explanation of the reason for theOamendmentanditsimpactonthetype(or in the case of a change of accounting principles,on thepresentation)of financial information or operating data being presented by the City.In addition,if theamendmentrelatestotheaccountingprinciplestobefollowedinpreparingfinancialstatements,(i)notice
of such change shall be given in the same manner as for a material event under Subsection (c),and(ii)theannual report for the year in whichthe change is made shall present a comparison (innarrative
form and also,iffeasible,in quantitative form)between the financial statements as prepared on thebasis
of the new accounting principles and thoseprepared on the basis of the former accounting principles.
(e)Bond Owner's Remedies Under This Section.The right of any bondowner orbeneficialownerofBondstoenforcetheprovisionsofthissectionshallbelimitedtoarighttoobtainspecificenforcementoftheCity's obligations under thissection,and any failure by the Citytocomply withtheprovisionsofthisundertakingshallnotbeaneventofdefaultwithrespecttotheBonds.For purposesofthissection,"beneficialowner"means any person who has the power,directly or indirectly,to vote orconsentwithrespectto,or to dispose of ownership of,any Bonds,including persons holding Bondsthroughnomineesordepositories.
Section 17.Bond Insurance.In accordance with the offer of the UndenWriter to purchase the Bonds,the Council hereby approves the commitment of the Insurer to provide a bond insurance policyguaranteeingthepaymentwhendueofprincipalofandinterestontheBonds(the"Bond InsurancePolicy").The Council further authorizesand directs all proper officers,agents,attorneys and employeesoftheCitytoexecuteacommitmentletterwiththeinsurerandtocooperatewiththeInsurerinpreparingsuchadditionalagreements,certificates,and other documentation on behalf of the City as shall be
necessary or advisable in providing for the Bond Insurance Policy.
Section 18.General Authorization:Prior Acts.The Mayor,the City Manager,and the Finance DirectoroftheCityandeachoftheotherappropriateofficers,agents and representatives of the City are each
O hereby authorized and directed to take such steps,to do such other acts and things,and to execute suchletters,certificates,agreements,papers,financing statements,assignments or instruments as in theirjudgmentmaybenecessary,appropriate or desirable to carry out the terms and provisions of,and
complete thetransactionscontemplated by,thisordinance.
AIIacts taken pursuant to the authority of thisordinance but prior to its effective date are herebyratifiedandconfirmed.
Section 19.Severability.If any one or more of the covenants and agreements provided in thisordinancetobeperformedonthepartoftheCityshallbedeclaredbyanycourtofcompetentjurisdictiontobecontrarytolaw,then such covenant or covenants,agreement or agreements,shall be null and voidandshallbedeemedseparablefromtheremainingcovenantsandagreementsofthisordinanceandshallinnowayaffectthevalidityoftheotherprovisionsofthisordinanceoroftheBonds.
Section 20.Effective Date.The City Council declares that an emergency exists and thisordinanceshalltakeeffectimmediatelyasprovidedbylawupononereadingif2/3 of the entire City Council presentvoteinfavorofpassage.
Adopted by the CityCouncil and signed by its Mayor
ATT
F41a ce Director "'
EXHIBITA
EscRow DEPOSIT AGREEMENT
CITYOF MOSES LAKE,WASHINGTON
LIMITEDTAXGENERAL OBLIGATION AND REFUNDINGBONDS,2002
THIS ESCROW AGREEMENT,dated as of September _,2002 (herein,together with
any amendments or supplements hereto,called the "Agreement")is entered into by and between City of
Moses Lake,Washington (hereincalled the "City")and .,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 ExhibitA attached hereto and made aparthereof.
WITNESSETH:
WHEREAS,the City heretofore has issued and there presentlyremain outstanding the
obligations described in Exhibit B attached hereto (the"1993Bonds");and
WHEREAS,pursuant to Ordinance No.2086,passed on August 13,2002 (collectively,the "Bond Ordinance"),the City has determined to issue its LimitedTax General Obligation and Refunding
Bonds,2002 (the"Bonds").A portion of the Bonds (the"Refunding Bonds")are being used for the
purpose of providing funds to pay the costs of refunding the 1993 Bonds;and
WHEREAS,the Escrow Agent has reviewed the Bond Ordinance and this Agreement,
and is willingto serve as Escrow Agent hereunder.
WHEREAS,,Certified Public Accountants,of ,have
prepared a verification report which is dated September _,2002 (the"Verification Report")relating to
the source and use of funds available to accomplish the refunding of the 1993 Bonds,theinvestment of
such funds and the adequacy of such funds and investments to provide for the payment of the debt
service due on the 1993 Bonds.
WHEREAS,pursuant to the Bond Ordinance,the 1993 Bonds have been designated for
redemption prior to their scheduled maturity dates and,after provision is made for such redemption,the
1993 Bonds willcome due in such years,bear interest at such rates,and be payable at such timesand 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 the1993 Bonds when due,then the 1993 Bonds shall no longer
be regarded as outstandingexcept for the purpose of receiving payment from the funds provided for such
purpose;and
WHEREAS,the issuance,sale,and delivery of the Refunding Bonds have been duly
authorized to be issued,sold,and delivered for the purpose of obtaining the funds requiredto provide for
the payment of the principal of,interest onand redemption premium (ifany)on the Refunding Bonds when
due as shown on Exhibit C attached hereto;and
WHEREAS,theCitydesires that,concurrently with the delivery of the Refunding Bonds to
the purchasers thereof,the proceeds of the Refunding Bonds,togetherwith certain other available funds
of the City,shall be applied to purchase certain direct obligationsof the United States of America
hereinafter defined as the "Escrowed Securities"for deposit to the credit of the Escrow Fund created
pursuant to the terms of thisAgreement and to establish a beginning cash balance (ifneeded)in such
Escrow Fund;and
WHEREAS,the Escrowed Securities shall mature and the interest thereon shall be
payable at such times and in such amounts so as to provide moneys which,togetherwith cash balances
from timeto timeon deposit in the Escrow Fund,willbe sufficient to pay interest on the 1993 Bonds as it
accrues and becomes payable and the principal of the 1993 Bonds as it becomes due and payable;and
WHEREAS,to facilitate the receipt and transferof proceeds of the Escrowed Securities,
particularly those in book entry form,the City desires to establish the Escrow Fund at the principal
corporate trust office of the Escrow Agent;and
WHEREAS,the Escrow Agent is a party to this Agreement to acknowledge its
acceptance of the terms and provisions hereof;
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 timelypayment of principalof and the interest on the 1993 Bonds,the City and the Escrow Agent
mutually undertake,promise and agree for themselvesand their respective representatives and
successors,as follows:
A-1 P:\CMWiCMWSE6 08/13/2
Article Definitions
Section ·Definitions.
Unless the context clearly indicates otherwise,the following terms shall have themeaningsassignedtothembelowwhentheyareusedinthisAgreement:
Treasurer means the City's Finance Director,or any successor to the functions of theTreasurer.
O Escrow Fund means the fund created by this Agreement to be established,held andadministeredbytheEscrowAgentpursuanttotheprovisionsofthisAgreement.
Escrowed Securities means the noncallable Government Obligations described in
Exhibit D attached to this Agreement,or cash or other noncallable obligations substituted thereforpursuanttoSection4.2 of thisAgreement
Government Obligations means 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 tofulland timelypayment of principal andinterestbytheUnitedStatesofAmericaor(d)REFCORP debt obligations unconditionally guaranteed by
the United States.
Paying Agent means the fiscal agency of the State of Washington,as the paying agentforthe1993Bonds.
Section ·Other Definitions.
The terms "Agreement,""City,""Escrow Agent,""Bond Ordinance,""Verification Report,""1993 Bonds,"and "Refunding Bonds"when theyare used in this Agreement,shall have the meaningsassignedtotheminthepreambletothisAgreement.
Section ·Interpretations.
The titlesand headings of the articles and sections of thisAgreement have been insertedforconvenienceandreferenceonlyandarenottobeconsideredaparthereofandshallnotinanyway
O modify or restrict the terms hereof.This Agreement and all of the terms and provisions hereof shall beliberallyconstruedtoeffectuatethepurposessetforthhereinandtoachievetheintendedpurposeof
providing for therefunding of the 1993 Bonds in accordance with applicable law.
Article -Deposit of Funds and Escrowed Securities
Section -Deposits in the Escrow Fund.
Concurrently with the sale and delivery of the Refunding Bonds the City shall deposit,orcausetobedeposited,with the Escrow Agent,for deposit in the Escrow Fund,the funds sufficient topurchasetheEscrowedSecuritiesandpaycostsofissuancedescribedinExhibitOattachedhereto,and
the Escrow Agent shall,upon the receipt thereof,acknowledge such receipt to the Cityin writing.
Article •Creation and Operation of Escrow Fund
Section Escrow Fund.
The Escrow Agent has created on its books a special trustfund and irrevocable escrow tobeknownastheRefundingAccount(the"Escrow Fund").The Escrow Agent hereby agrees that uponreceiptthereofitwilldeposittothecreditoftheEscrowFundthefundsandtheEscrowedSecuritiesdescribedinExhibitDattachedhereto.Such deposit,all proceeds therefrom,and all cash balances fromtimetotimeondeposittherein(a)shall be the property of the Escrow Fund,(b)shall be applied only instrictconformitywiththetermsandconditionsofthisAgreement,and (c)are hereby irrevocably pledgedtothepaymentoftheprincipalofandinterestonthe1993Bonds,which payment shall be made by timelytransfersofsuchamountsatsuchtimesasareprovidedforinSection3.2 hereof.When the finaltransfershavebeenmadeforthepaymentofsuchprincipalofandinterestonthe1993Bonds,anybalancethenremainingintheEscrowFundshallbetransferredtotheCity,and the Escrow Agent shallthereuponbedischargedfromanyfurtherdutieshereunder.
Section ·Payment of Principal and Interest.
The Escrow Agent is hereby irrevocably instructed to transfer to the Paying Agent fromthecashbalancesfromtimetotimeondepositintheEscrowFund,the amounts required to pay theprincipalofthe1993BondsontheirredemptiondateandinterestthereontosuchredemptiondateintheamountsandatthetimesshowninExhibitCattachedhereto.
A-2 P10MW\CMW5E6 08/13/2
Section ·Sufficiency of Escrow Fund.
The City represents that,based upon the information provided in the Verification Report,
thesuccessive receiptsoftheprincipal of and interest on the Escrowed Securities willassure thatthecash
balance on deposit from timeto timein the Escrow Fund willbe at alltimessufficientto provide moneysfortransfertothePayingAgentatthetimesandintheamountsrequiredtopaytheinterestonthe1993
Bonds as such interest comes due and the principal ofthe 1993 Bonds as the 1993 Bonds are paid on anoptionalredemptiondatepriortomaturity,all as more fully set forth in Exhibit E attached hereto.If,for
any reason,at any time,thecash balances on deposit or scheduledto be on deposit in the Escrow Fund
shall be insufficient to transfer the amounts required by the Paying Agent to make the payments set forth
in Section 3.2.hereof,the City shall timelydeposit in the Escrow Fund,from any funds that are lawfully
available therefor,additionalfunds in theamounts required to make such payments.Noticeof any such
insufficiency shall be given promptly as hereinafter provided,but the Escrow Agent shall not in any
manner be responsible for any insufficiency of funds in the Escrow Fund or the City's failure to make
additional deposits thereto.
Section ·Trust Fund.
The Escrow Agent 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 anyother funds or securities of the Escrow Agent;and itshall hold and dispose of the
assets of the Escrow Fund only as set forth herein.The Escrowed Securities and other assets of the
Escrow Fund shall always be maintained by the Escrow Agent as trustfunds for the benefit of the owners
of the 1993 Bonds;and a special account thereof shall at all times be maintained on the books of the
Escrow Agent.The amounts received by the EscrowAgent under thisAgreement shall not be considered
as a banking deposit by the City,and the Escrow Agent shall have no right to titlewith respect thereto
except as a trustee and Escrow Agent under the terms of thisAgreement
Article -Limitation on Investments
Section ·Investments.
Except for the initial investment in the Escrowed Securities,and except as provided in
Section 4.2 hereof,the Escrow Agent shall not have any power or duty to invest or reinvest any money
held hereunder,or to make substitutionsof the Escrowed Securities,or to sell,transfer,or otherwise
dispose oftheEscrowed Securities.
Section ·Substitution of Securities.
At the written request of the City,and upon compliance with the conditions hereinafter
stated,the Escrow Agent shall utilizecash balances in the Escrow Fund,or sell,transfer,otherwise
dispose of or request the redemption of the Escrowed Securitiesand apply the proceeds therefromto
purchase 1993 Bonds or Government Obligations which do not permit the redemption thereof at the option
of the obligor.Any such transaction may be effected by the Escrow Agent only if (a)the Escrow Agent
shall have received a written opinion froma firm of certified public accountants that such transaction will
not cause the amount of money and securities in the Escrow Fund to be reduced below an amount
sufficient to provide for the fulland timelypayment of principal of and interest on all of the remaining 1993
Bonds as theybecome due,taking into account any optional redemptionthereof exercised by the City in
connection with such transaction,and (b)the Escrow Agent shall have received the unqualifiedwritten
legal opinionof its bond counsel or tax counsel tothe effect that such transactionwillnot cause any of the
Refunding Bonds or 1993 Bonds to be an 'arbitrage bond"within the meaning of Section 148 of the
Internal Revenue Code of 1986,as amended.
Article Application of Cash Balances
Section •In General.
Except as provided in Sections 2.1,3.2 and 4.2 hereof,no withdrawals,transfers,or
reinvestment shall be made of cash balances in the Escrow Fund.Cash balances shall be held by the
Escrow Agent in U.S.currency and shall not be reinvested by the Escrow Agent,except as directed or
authorized herein,
Article -Redemption of 1993 Bonds
Section -Call for Redemption.
The City hereby irrevocably calls the 1993 Bonds for redemption on their earliest
redemption dates,as shown intheVerification Report and on Appendix Aattached hereto.
Section ·Notice of Redemption/Notice of Defeasance.
The Escrow Agent agrees to give a notice of defeasance and a notice of the redemption
of the 1993 Bonds to the Paying Agent for dissemination in accordance with the terms of Ordinance
No.1585 of the City Council and in substantiallythe forms attached hereto as Appendices A and B
A-3 P\CMWlCMW5E6 08/13/2
attached hereto and as described on said Appendices A and B to the Paying Agent for distribution asdescribedtherein.The notice of defeasance shall be given immediately following the e×ecution of thisAgreement,and the notice of redemption shall be given in accordance with the ordinance or resolutionauthorizingthe1993Bonds.The Escrow Agent hereby certifies that provision satisfactoryand acceptabletotheEscrowAgenthasbeenmadeforthegivingofnoticeofredemptionofthe1993Bonds.
Article -Records and Reports
Section -Records.
O The Escrow Agent willkeep books of record and account in which completeand accurateentriesshallbemadeofalltransactionsrelatingtothereceipts,disbursements,allocations and applicationofthemoneyandEscrowedSecuritiesdepositedtotheEscrowFundandallproceedsthereof,and suchbooksshallbeavailableforinspectionduringbusinesshoursandafterreasonablenotice.
Section -Reports.
While thisAgreement remains in effect,the Escrow Agent annuallyshall prepare andsendtotheCityawrittenreportsummarizingalltransactionsrelatingtotheEscrowFundduringtheprecedingyear,including,without limitation,credits to the Escrow Fund as a result of interest payments onormaturitiesoftheEscrowedSecuritiesandtransfersfromtheEscrowFundforpaymentsonthe1993Bondsorotherwise,togetherwith a detailed statement of all Escrowed Securities and the cash balance ondepositintheEscrowFundasoftheendofsuchperiod.
Article ·Concerning the Paying Agents and Escrow Agent
Section Representations.
The Escrow Agent hereby represents that it has all necessary power and authority toenterintothisAgreementandundertaketheobligationsandresponsibilitiesimposeduponitherein,andthatitwillcarryoutallofitsobligationshereunder.
Section ·Limitation on Liability.
The liabilityof the Escrow Agent totransfer funds for the payment of the principal of andinterestonthe1993BondsshallbelimitedtotheproceedsoftheEscrowedSecuritiesandthecash
O balances from timetotime on deposit in the Escrow Fund.Notwithstanding any provision contained hereintothecontrary,the Escrow Agent shall have no liability whatsoever for the insufficiency of funds from timetotimeintheEscrowFundoranyfailureoftheobligorsoftheEscrowedSecuritiestomaketimelypaymentthereon,except for the obligation tonotifytheCity promptly ofany such occurrence.
The recitals herein and in the proceedings authorizing the Refunding Bonds shall be takenasthestatementsoftheCityandshallnotbeconsideredasmadeby,or imposing any obligation orliabilityupon,the Escrow Agent.
The Escrow Agent is not a party tothe proceedings authorizing the Refunding Bonds orthe1993Bondsandisnotresponsiblefornorboundbyanyoftheprovisionsthereof(exceptto the extentthattheEscrowAgentmaybeaplaceofpaymentandpayingagentand/or a payingagent/registrartherefor).In its capacity as Escrow Agent,it is agreed thattheEscrow Agent need look only to the termsandprovisionsofthisAgreement.
The Escrow agent makes no representations as tothe value,conditions or sufficiency oftheEscrowFund,or any part thereof,or as to thetitleof the City thereto,or as to the security affordedtherebyorhereby,and the Escrow Agent shall not incur any liabilityor responsibility in respect to any ofsuchmatters.
It is the intention of the parties hereto that the Escrow Agent shall never be required touseoradvanceitsownfundsorotherwiseincurpersonalfinancialliabilityintheperformanceofanyofitsdutiesortheexerciseofanyofitsrightsandpowershereunder.
The Escrow Agent shall not be liable for any actiontakenor neglected to be taken by it ingoodfaithinanyexerciseofreasonablecareandbelievedbyittobewithinthediscretionorpowerconferreduponitbythisAgreement,nor shallthe Escrow Agent be responsible for the consequences ofOanyerrorofjudgment;and the Escrow Agent shall not be answerableexcept for its own action,neglectordefault,nor for any loss unless the same shall have been throughits negligence orwantofgoodfaith.
Unless it is specifically otherwise provided herein,the Escrow Agent has no duty todetermineorinquireintothehappeningoroccurrenceofanyeventorcontingencyortheperformanceorfailureofperformanceoftheCitywithrespecttoarrangementsorcontractswithothers,with the EscrowAgent's sole duty hereunder being tosafeguard the EscrowFund,to dispose of and deliver the same inaccordancewiththisAgreementIf,however,the Escrow Agent is called upon by the terms of thisAgreementtodeterminetheoccurrenceofanyeventorcontingency,the Escrow Agent shall be obligated,in making such determination,only to exercise reasonable care and diligence,and in event of error inmakingsuchdeterminationtheEscrowAgentshallbeliableonlyforitsownmisconductoritsnegligence.In determining the occurrence ofany such event or contingencytheEscrow Agent may request from the
A-4 P:\CMW\CMWSE6 08/13/2
City or any other person such reasonable additional evidence as the Escrow Agent in its discretion may
deem necessary todetermine any fact relating tothe occurrence of such event or contingency,and in this
connection may make inquiries of,and consult with,among others,the Cityat any time.
Section -Compensation.
The City shallpay to the Escrow Agent fees for performing the services hereunder and for
the expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement
pursuant to the terms of the Fee Schedule attached hereto as Appendix B.The Escrow Agent hereby
agrees that in no event shallit ever assert any claim or lien against the Escrow Fund for any fees for its
services,whether regular or extraordinary,as Escrow Agent,or in any other capacity,or for
reimbursement for any of its expenses as Escrow Agent or inany other capacity.
Section ·Successor Escrow Agents.
If at any time the Escrow Agent or its legal successor or successors should become
unable,throughoperation 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 administrativebody because of
insolvency or bankruptcy or for any other reason,a vacancy shall forthwith exist in theoffice of Escrow
Agent hereunder.In such event the City,by appropriateaction,promptly shall appointan Escrow Agent to
fillsuch 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 1993 Bonds then
outstandingby an instrument or instruments in writing filedwiththeCity,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 1993 Bond may apply to any court of competent jurisdictionto appoint a
successor Escrow Agent.Such court may thereupon,after such notice,if any,as it may deem proper,
prescribe and appointa successor Escrow Agent.
Any successor Escrow Agent shall be a corporation organized and doing business under
the laws of the United States or the 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 of at least $100,000,000and 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 acceptingsuch appointment hereunder,and the EscrowAgent shall execute
and deliver an instrument transferringto such successor Escrow Agent,subject to the terms of this
Agreement,alltherights,powers and trustsof the Escrow Agent hereunder.Upon the request ofany such
successor Escrow Agent,the City shall execute any and all instruments in writing for more fully and
certainly vesting inand confirmingtosuch successor Escrow Agent allsuch rights,powers and duties.
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 8.4
are satisfied;(b)the successor Escrow Agent has assumed all the obligations of the Escrow Agent under
this Agreement;and (c)all of the Escrowed Securities and money held by the Escrow Agent pursuant to
thisAgreement have been duly transferredto such successor Escrow Agent.
Article Miscellaneous
Section -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 showingdelivery 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 to the other parties not less than ten days prior
notice thereof.
Section •Termination of Responsibilities.
Upon the takingof all the actions as described herein by the Escrow Agent,the Escrow
Agent shall have no further obligations or responsibilities hereunder to the City,the owners of the 1993
Bonds or toany other person or persons inconnection withthisAgreement.
Section •Binding Agreement.
This Agreement shall be binding upon the Cityand the Escrow Agent and their respective
successors and legal representatives,and shall inure solely to the benefit of the owners of the 1993
Bonds,the City,the Escrow Agentand theirrespective successors and legal representatives.
A-5 P\CMW\CMW5E6 0803/2
Section Severability.
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid,illegal or unenforceable in any respect,such invalidity,illegality orunenforceabilityshallnotaffectanyotherprovisionsofthisAgreement,but this Agreement shall be
construed as if such invalid or illegal or unenforceable provision had never been contained herein.
Section ·Washington Law Governs.
This Agreement shall be governed exclusivelyby the provisions hereof and by theapplicablelawsoftheStateofWashington.
Section ·Time of the Essence.
Time shall be of theessence in theperformance of obligations from timeto timeimposed
upon the Escrow Agent by thisAgreement.
Section ·Notice to Moody's and S&P.
In theevent that thisagreement or any provision thereof is severed,amended or revoked,the City shall provide written notice of such severance,amendment or revocation to Moody's InvestorsServiceat99ChurchStreet,New York,New York,10007,Attention:Public Finance Rating Desk/1993BondsandtoStandard&Poor's Ratings Group,55 Water Street,New York,New York 10041,Attention:Municipal Bond Department.
O
O
A-6 P1CMW\CMW5E6 08/13/2
Section -Amendments.
This Agreement shall not be amended except to cure any ambiguity or formal defect oromissioninthisAgreementNoamendmentshallbeeffectiveunlessthesameshallbeinwritingand
signed by the parties thereto.No such amendment shall adversely affect the rights of the holders of theRefundedBonds.No such amendment shall be made without first receiving written confirmation from theratingagencies,(ifany)which have rated the 1993 Bonds that such administrative changes willnot result
in a withdrawal or reduction of its rating then assigned to the 1993 Bonds.IfthisAgreement is amended,
prior written notice and copies ofthe proposed changes shallbe given tothe rating agencies which have
rated the 1993 Bonds.
EXECUTED as of the date first written above.
CITYOF MOSES LAKE,WASHINGTON
Finance Director
Authorized Signer
ExhibitA -Addresses of the Cityand the Escrow Agent
Exhibit B -Description of the 1993 Bonds
Exhibit C -Schedule of Debt Service on 1993 Bonds
Exhibit D -Description of Beginning Cash Deposit (ifany)and Escrowed Securities
Exhibit E -Escrow Fund Cash Flow
Appendix A -Notice of Redemption
Appendix B -Notice of Defeasance
Appendix C -Fee Schedule
O
O
A-7 .P:\CMW\CMW5E6 08/13/2
EXHIBIT A
Addresses of the City and Escrow Agent
City:
Escrow Agent:
Attention:
O
O
A-A-1 MCMVACMW5E6 08/13/2
EXHIBITB
Description of the 1993 Bonds
City of Moses Lake,Washington
Limited Tax General Obligation Bonds,1993
MaturityYears
(August 1)Principal Amounts Interest Rates
2003 $90,000 5.250%
2004 95,000 5.250
2005 100,000 5.400
2006 105,000 5.400
2007 110,000 5.550
2008 120,000 5.600
2009 125,000 5.625
2010 135,000 5.700
2013 450,000 5.800
O
O
A-B-1 P\CMWiCMW5E6 08/13/2
EXHIBITC
Schedule of Debt Service on 1993 Bonds
Principall
Date Interest Redernption Price Total
$-$
$
Total $$$
O
O
A-C-1 P:\CMIMCMW5E6 08/13/2
EXHIBITD
Escrow Deposit
I.Cash $
ILOther Obligations
Principal
Description Maturity Date Amount interest Rate Total Cost
$%$
TOTAL $$
III.Costs of Issuance
Escrow Agent Fee ()$Bond Counsel Fee (PGE)
Escrow Verification Fee ()OS Printing and MailingCosts ()
Rating Agency ()
TOTAL:$
O
O
A-D-1 P:\CMW\CMW5E6 08/13/2
EXHIBITE
Escrow Fund Cash Flow
Escrow Net Escrow Excess Cash
Date Requirement Receipts Receipts Balance
$--$$$
$$$
O
O
A-E-1 P:\CMW\CMW5E6 08/13/2
APPENDIX A-1
Notice of Redemption"
City of Moses Lake,Washington
Limited Tax General Obligation Bonds,1993
NOTICE IS HEREBY GIVEN that City of Moses Lake,Washington has called for redemptiononAugust 1,
2003,its thenoutstanding Limited Tax General Obligation Bonds,1994 (the"Bonds").
The Bonds will be redeemed at a price of one hundred percent (100%)of their principal amount,plus
interest accrued to August 1,2003.The redemption price of the Bonds is payable on presentation and
surrenderofthe Bonds at the office of:
The Bank of New York Wells Fargo Bank,National Association
Fiscal Agency Department CorporateTrust Department
Ground Floor -or-14th Floor -M/S257
5 Penn Plaza,16*Floor 999 Third Avenue
NewYork,NY 10001 Seattle,WA 98104
Interest on all Bonds or portions thereofwhich are redeemed shall cease to accrue on
August 1,2003.
The followingBonds are being redeemed:
MaturityYears Principal Interest
(August 1)Amounts Rates CUSIP Nos.
2003 $90,000 5.250%
2004 95,000 5.250
2005 100,000 5.400
2006 105,000 5.400
2007 110,000 5.550
2008 120,000 5.600
2009 125,000 5.625
2010 135,000 5.700
2013 450,000 5.800
O
O
*This notice shallbe given not more than 60 nor less than 30 days prior to August 1,2003 by first class mail
to each registered owner of the Refunded Bonds.In addition noticeshall be mailed at least 35days prior to
August 1,2003 to The DepositoryTrust Company of New York,New York;Midwest Securities Trust
Company of Chicago,Illinois;Philadelphia Depository Trust Company of Philadelphia,Pennsylvania;Banc
of America Securities,Seattle,Washington;Moody's Investors Service and Standard &Poor's.
A-E-1 P:\CMW\CMWSE6 08/13/2
By Order of City of Moses Lake,Washington
The Bank of New York,as Paying Agent
Dated:
Under the Interest and Dividend Tax Compliance Act of 1983,payor may be required towithhold30%of theredemption price from anyBondowner who fails to provide to payor and certify underpenaltiesofperjury,a correct taxpayer identifying number (employeridentification number or social
security number,as appropriate)or an exemption certificate on or before the date the Bonds areOpresentedforpayment.Bondowners who wishto avoidtheapplicationof these provisions should submit
a completedForm W-9 when presenting theirBonds.
O
O
A-E-2 PACMiMCMW58 Dema
APPENDIX B-1'
Notice of Defeasance
City of Moses Lake,Washington
Limited Tax General Obligation Bonds,1993
NOTICE IS HEREBY GIVEN to the owners of that portion of the above captioned bonds with
respect to which,pursuant to an Escrow Agreementdated September 10,2002,by and between City of
Moses Lake,Washington (the"City")and Seattle,Washington (the"Escrow Agent"),the City
has deposited into an escrow account,held by the Escrow Trustee,cash and non-callable direct
obligationsof the UnitedStates of America,the principal of and interest on which,when due,willprovide
money to pay each year,to and including the respective maturity or redemption dates of such bonds soprovidedfor,the principal thereofand interest thereon (the"Defeased Bonds").Such Defeased Bonds arethereforedeemedtobenolongeroutstandingpursuanttoSection_of Ordinance No.1585 of the City
authorizing theDefeased Bonds,but willbe paid by application of the assets in such escrow.
The Defeased Bonds are described as follows:
Cityof Moses Lake,Washington Limited Tax GeneralObligation Bonds,1993.
(Dated August 1,1993)
Maturity Date Par Amount Call Date
(August 1)Interest Rate Defeased (at100%)
2003 5.250%$90,000 8/1/2003
2004 5.250 95,000 8/1/2003
2005 5.400 100,000 8/1/2003
2006 5.400 105,000 8/1/2003
2007 5.550 110,000 8/1/2003
2008 5.600 120,000 8/1/2003
2009 5.625 125,000 8/1/2003
2010 5.700 135,000 8/1/2003
2013 5.800 450,000 8/1/2003
O
O
This notice shall be given immediately by first class mail to each registered owner of the Defeased
Bonds.Inaddition noticeshall be mailed toThe Depository Trust Companyof New York,New York;Midwest
Securities Trust Company of Chicago,Illinois;Philadelphia Depository Trust Company of Philadelphia,
Pennsylvania;The Bank of NewYork,as Fiscal Agent;Moody's Investors Service,NewYork,NewYork;and
Standard &Poor's Ratings Services,a Divisionof the McGraw-Hi!ICompanies,Inc.,NewYork,New York,
to the MSRB and tothe NRMSIRs.
Page 1 -Appendix B-1 P.\CMW\CMW6E6 08/13/2
APPENDIX C
Fee Schedule
Escrow Agent Fee:$l
&
APPENDIX C -1 P:\CMVACMWSED 2/08/13
CERTIFICATE OF FINANCE DIRECTOR
I DO HEREBY CERTIFY that Iam the duly qualified,appointed and acting Finance Director of the
CityofMoses Lake,Washington (the"City"),and keeper ofthe records ofthe CityCouncil;and
I HEREBY CERTIFY:
1.That the attached ordinance is a true and correct copy of Ordinance No.2086 of the City
(the"Ordinance"),as finally passed at a regular meeting of the City Council held on the 13thday of August,
2002 and duly recorded in my office.
2.That said meeting was duly convened and held in all respects in accordancewith law,and
to the extent required by law,due and proper notice of such meeting was given;that a quorum was
present throughoutthe meeting and a legallysufficient number ofmembers of the CityCouncil voted in the
proper manner for the passage of the Ordinance;that all other requirements and proceedings incident to
theproper passage of the Ordinance have been duly fulfilled,carriedout and otherwise observed,and that
I am authorized toexecute this certificate.
INWITNESS WHEREOF,Ihave hereunto set myhand this13th da of August,2002.
inance Director
O
O
APPENDIX C-1 P\CMMCMWSEC 2108t13