HomeMy WebLinkAbout2845 Issuance and Sale of Grant Anticipation Notes to Finance Improvements to the Fire StationORDINANCE NO. 2845
AN ORDINANCE OF THE CITY OF PORT TOWNSEND,
WASHINGTON, PROVIDING FOR THE ISSUANCE AND
SALE OF GRANT ANTICIPATION NOTES OF THE CITY IN
THE PRINCIPAL AMOUNT OF $1,625,000 FOR THE
PURPOSE OF FINANCING IMPROVEMENTS TO THE
CITY'S FIRE STATION AND PROVIDING THE TERMS OF
THE NOTES.
WHEREAS, the City Council of the City of Port Townsend, Washington (the "City")
deems it necessary and in the best interest of the citizens of the City to finance improvements to
the City's fire station (the "Project"); and
WHEREAS, the City has received commitments for grant funds in the aggregate amount
of $1,627,599, consisting of a grant from the Federal Emergency Management Association in the
amount of $1,399,266 and a grant from the State of Washington Military Department in the
amount of $228,333; and
WHEREAS, in order to provide the funds necessary to pay the costs of the Project
pending payment of the Grants, the City now desires to authorize the issuance of grant
anticipation notes in the principal amount of $1,625,000; and
WHEREAS, it is necessary that the date, form, terms and maturities of such notes be
fixed; and
WHEREAS, it is deemed in the best interest of the City that such notes be sold pursuant
to negotiated sale as herein provided; and
WHEREAS, the City has received the offer from Martin Nelson & Company, Inc.,
Seattle, Washington to underwrite such notes at terms acceptable to this City Council;
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NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PORT TOWNSEND,
WASHINGTON, DO ORDAIN as follows:
Section 1. Definitions. As used in this ordinance, the following words shall have the
following meanings:
City means the City of Port Townsend, Washington, a municipal corporation of the State
of Washington.
Code means the Internal Revenue Code of 1986, as amended, and shall include all
applicable regulations and rulings relating thereto.
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.
DTC means The Depository Company, New York, New York, a limited purpose trust
company organized under the laws of the State of New York, as depository for the Notes
pursuant to Section 4 hereof.
Government Obligations means those obligations now or hereafter defined as such in
chapter 39.53 RCW.
Grants means grants in the aggregate amount of $1,627,599, consisting of a grant of
$1,399,266 from the Federal Emergency Management Association and a grant of $228,333 from
the State of Washington Military Department.
Letter of Representations means the blanket issuer letter of representations from the City
to DTC.
Note Fund means the City of Port Townsend Note Redemption Account, 2003 created
pursuant to Section 9 of this ordinance.
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Note Register means the registration books showing the name, address and tax
identification number of each Registered Owner of the Notes, maintained pursuant to
Section 149(a) of the Code.
Note Registrar means, initially, the fiscal agency of the State of Washington in either
Seattle, Washington or New York, New York, for the purposes of registering and authenticating
the Notes, maintaining the Note Register, effecting transfer of ownership of the Notes and paying
interest on and principal of the Notes.
Notes means the $1,625,000 principal amount of the City of Port Townsend, Washington
Grant Anticipation Notes, 2003 issued pursuant to this ordinance for the purpose of paying costs
authorized by Section 2 hereof.
Project has the meaning given such terms in Section 2 of this ordinance.
Project Fund means the City of Port Townsend Grant Proceeds Account, 2003.
Registered Owner means the person named as the registered owner of a Note in the Note
Register. For so long as the Notes are held in book-entry only form, DTC shall be deemed to be
the sole Registered Owner.
SID means a state information depository for the State of Washington if one is hereafter
created.
Treasurer means the Finance Director of the City.
Underwriter means Martin Nelson & Company, Inc., Seattle, Washington.
Section 2. Authorization of Proiect. The Notes are being issued to provide interim
financing for improvements to the City's fire station. The estimated cost of the Project is
$2,062,299, which will be paid with the proceeds of the Notes and additional funds from the
City. If the Council shall determine that it has become impractical to construct any portion of the
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Project by reason of changed conditions, or costs substantially in excess of the estimated cost
indicated above, the City shall not be required to construct or equip such portions of the Project.
If all of the Project has been constructed or acquired or duly provided for, or found to be
impractical, the Council may apply the Note proceeds or any-portion thereof to the redemption of
the Notes or to other capital purposes that are consistent with the Grants, as the Council shall
determine.
Section 3. Authorization of Notes and Note Details. The City hereby authorizes the
issuance and sale of the Notes in the aggregate principal amount of $1,625,000 to provide the
funds necessary to pay the costs of the Project and pay costs of issuance. The Notes shall be
special limited obligations of the City, shall be designated "City of Port Townsend, Washington,
Grant Anticipation Notes, 2003"; shall be dated as of December 30, 2003; shall mature on
December 1, 2005; shall be fully registered as to both principal and interest; shall be in the
denomination of $5,000 each, or any integral multiple thereof, provided that no Note shall
represent more than one maturity; shall be numbered separately in such manner and with any
additional designation as the Note Registrar deems necessary for purposes of identification; and
shall bear interest from their date at a per annum rate of 1.75% payable semiannually on the first
days of June and December, commencing December 1, 2004.
The Notes shall be an obligation only of the Note Fund and shall be payable and secured
as provided herein. The Notes shall not be deemed to constitute a general obligation or a pledge
of the faith and credit or taxing power of the City or the State of Washington.
Section 4. Registration, Exchange and Payments.
(a) Note Registrar/Note Register. The City hereby specifies and adopts the
system of registration approved by the Washington State Finance Committee from time to time
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through the appointment of state fiscal agencies. The City shall cause a note register to be
maintained by the Note Registrar. So long as any Notes remain outstanding, the Note Registrar
shall make all necessary provisions to permit the exchange or registration or transfer of Notes at
its principal corporate trust office. The Note Registrar may be removed at any time at the option
of the City upon prior notice to the Note Registrar, DTC, each NRMSIR and SID, if any, and a
successor Note Registrar appointed by the City. No resignation or removal of the Note Registrar
shall be effective until a successor shall have been appointed and until the successor Note
Registrar shall have accepted the duties of the Note Registrar hereunder. The Note Registrar is
authorized, on behalf of the City, to authenticate and deliver Notes transferred or exchanged in
accordance with the provisions of such Notes and this ordinance and to carry out all of the Note
Registrar's powers and duties under this ordinance. The Note Registrar shall be responsible for
its representations contained in the Certificate of Authentication of the Notes.
(b) Registered Ownership. The City and the Note Registrar, each in its
discretion, may deem and treat the Registered Owner of each Note as the absolute owner thereof
for all purposes, and neither the City nor the Note Registrar shall be affected by any notice to the
contrary. Payment of any such Note shall be made only as described in Section 4 hereof, but
such Note may be transferred as herein provided. All such payments made as described in
Section 4 shall be valid and shall satisfy and discharge the liability of the City upon such Note to
the extent of the amount or amounts so paid.
(c) DTC Acceptance/Letters of Representations. The Notes initially shall be
held in fully immobilized form by DTC acting as depository. To induce DTC to accept the Notes
as eligible for deposit at DTC, the City has heretofore executed and delivered to DTC a Blanket
Issuer Letter of Representations. Neither the City nor the Note Registrar will have any
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responsibility or obligation to DTC participants or the persons for whom they act as nominees (or
any successor depository) with respect to the Notes 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 Notes, any notice which is permitted or required to be given to Registered Owners
under this ordinance (except such notices as shall be required to be given by the City to the Note
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 Notes are held in
fully-immobilized form hereunder, DTC or its successor depository shall be deemed to be the
Registered Owner for all purposes hereunder, and all references herein to the Registered Owners
shall mean DTC (or any successor depository) or its nominee and shall not mean the owners of
any beneficial interest in such Notes.
If any Note shall be duly presented for payment and funds have not been duly provided by
the City on such applicable date, then interest shall continue to accrue thereafter on the unpaid
principal thereof at the rate stated on such Note until it is paid.
(d) Use of Depository.
(i) The Notes shall be registered initially in the name of "Cede &
Co.", as nominee of DTC, with one Note maturing on each of the maturity dates for the Notes in
a denomination corresponding to the total principal therein designated to mature on such date.
Registered ownership of such immobilized Notes, or any portions thereof, may not thereafter be
transferred except (A) to any successor of DTC or its nominee, provided that any such successor
shall be qualified under any applicable laws to provide the service proposed to be provided by it;
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(B) to any substitute depository appointed by the Treasurer pursuant to subsection (ii) below or
such substitute depository's successor; or (C) to any person as provided in subsection (iv) below.
(ii) Upon the resignation of DTC or its successor (or any substitute
depository or its successor) from its functions as depository or a determination by the Council to
discontinue the system of book entry transfers through DTC or its successor (or any substitute
depository or its successor), the Council may hereafter appoint a substitute depository. Any such
substitute depository shall be qualified under any applicable laws to provide the services
proposed to be provided by it.
(iii) In the case of any transfer pursuant to clause (A) or (B) of
subsection (i) above, the Note Registrar shall, upon receipt of all outstanding Notes, together
with a written request on behalf of the Council, issue a single new Note for each maturity then
outstanding, registered in the name of such successor or such substitute depository, or their
nominees, as the case may be, all as specified in such written request of the Council.
(iv) In the event that (A) DTC or its successor (or substitute depository
or its successor) resigns from its functions as depository, and no substitute depository can be
obtained, or (B) the Treasurer determines that it is in the best interest of the beneficial owners of
the Notes that such owners be able to obtain such notes in the form of Note certificates, the
ownership of such Notes may then be transferred to any person or entity as herein provided, and
shall no longer be held in fully-immobilized form. The Council shall deliver a written request to
the Note Registrar, together with a supply of definitive Notes, to issue Notes as herein provided
in any authorized denomination. Upon receipt by the Note Registrar of all then outstanding
Notes together with a written request on behalf of the Council to the Note Registrar, new Notes
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shall be issued in the appropriate denominations and registered in the names of such persons as
are requested in such written request.
(e) Registration of Transfer of Ownership or Exchange; Change in
Denominations. The transfer of any Note may be registered and Notes may be exchanged, but no
transfer of any such Note shall be valid unless it is surrendered to the Note Registrar with the
assignment form appearing on such Note duly executed by the Registered Owner or such
Registered Owner's duly authorized agent in a manner satisfactory to the Note Registrar. Upon
such surrender, the Note Registrar shall cancel the surrendered Note and shall authenticate and
deliver, without charge to the Registered Owner or transferee therefor, a new Note (or Notes 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
Note, in exchange for such surrendered and cancelled Note. Any Note may be surrendered to the
Note Registrar and exchanged, without charge, for an equal aggregate principal amount of Notes
of the same date, maturity and interest rate, in any authorized denomination. The Note Registrar
shall not be obligated to register the transfer or to exchange any Note during the 15 days
preceding any interest payment or principal payment date any such Note is to be redeemed.
(f) Note Registrar's Ownership of Notes. The Note Registrar may become the
Registered Owner of any Note with the same rights it would have if it were not the Note
Registrar, and to the extent permitted by law, may act as depository for and permit any of its
officers or directors to act as member of, or in any other capacity with respect to, any committee
formed to protect the right of the Registered Owners of Notes.
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(g) Registration Covenant. The City covenants that, until all Notes have been
surrendered and canceled, it will maintain a system for recording the ownership of each Note that
complies with the provisions of Section 149 of the Code.
(h) Place and Medium of Payment. Both principal of and interest on the
Notes shall be payable in lawful money of the United States of America. Interest on the Notes
shall be calculated on the basis of' a year of 360 days and twelve 30-day months. For so long as
all Notes 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 Notes are no longer in fully immobilized form, interest on
the Notes shall be paid by check or draft mailed to the Registered Owners at the addresses for
such Registered Owners appearing on the Note Register on the fifteenth day of the month
preceding the interest payment date. Principal of the Notes shall be payable upon presentation
and surrender of such Notes by the Registered Owners at the principal office of the Note
Registrar.
Section 5. Redemption Prior to Maturity and Purchase of Notes. The Notes are
subject to redemption prior to maturity on December 1, 2004 or the first day of any month
thereafter.
(a) Notice of Redemption. Written notice of any redemption of Notes shall be
given by the Note Registrar on behalf of the City by first class mail, postage prepaid, not less
than 30 days nor more than 60 days before the redemption date to the registered owners of Notes
that are to be redeemed at their last addresses shown on the Note Register. So long as the Notes
are in book-entry form, notice of redemption shall be given as provided in the Letter of
Representations.
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The requirements of this section shall be deemed complied with when notice is mailed,
whether or not it is actually received by the owner.
Each notice of redemption shall contain the following information: (1)the redemption
date, (2) the redemption price, (3) if less than all outstanding Notes are to be redeemed, the
identification (and, in the case of partial redemption, the principal mounts) of the Notes to be
redeemed, (4)that on the redemption date the redemption price will become due and payable
upon each Note or portion called for redemption, and that interest shall cease to accrue from the
redemption date, (5) that the Notes are to be surrendered for payment at the principal office of the
Note Registrar, (6)the CUSIP numbers of all Notes being redeemed, (7)the dated date of the
Notes, (8)the rate of interest for each Note being redeemed, (9)the date of the notice, and
(10) any other information needed to identify the Notes being redeemed.
Upon the payment of the redemption price of Notes being redeemed, each check or other
transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and
maturity, the Notes being redeemed with the proceeds of such check or other transfer.
(b) Effect of Redemption. Unless the City has revoked a notice of redemption,
the City shall transfer to the Note Registrar amounts that, in addition to other money, if any, held
by the Note Registrar, will be sufficient to redeem, on the redemption date, all the Notes to be
redeemed. From the redemption date interest on each Note to be redeemed shall cease to accrue.
(c) Amendment of Notice Provisions. The foregoing notice provisions of this
section, including but not limited to the information to be included in redemption notices and the
persons designated to receive notices, may be amended by additions, deletions and changes in
order to maintain compliance with duly promulgated regulations and recommendations regarding
notices of redemption of municipal securities.
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(d) Purchase on Open Market. The City reserves the right to purchase any of
the Notes in the open market at any time and at any price.
Section 6. Form of Notes. The Notes shall be in substantially the following form:
UNITED STATES OF AMERICA
NO. ~ $1,625,000
STATE OF WASHINGTON
CITY OF PORT TOWNSEND, WASHINGTON
GRANT ANTICIPATION NOTE, 2003
INTEREST RATE: 1.75%
MATURITY DATE: DECEMBER 1, 2005
CUSIP NO.: 735456EV3
REGISTERED OVv2qER: CEDE & CO.
PRINCIPAL AMOUNT: ONE MILLION SIX HUNDRED TWENTY-FIVE THOUSAND
AND NO/100 DOLLARS
The City of Port Townsend, Washington (the "City"), hereby acknowledges itself to owe
and for value received promises to pay to the Registered Owner identified above, or registered
assigns, on the Maturity Date identified above, the Principal Amount indicated above and to pay
interest thereon from December 30, 2003, payable semiannually on the first days of June and
December commencing on December 1, 2004. Both principal of and interest on this note are
payable in lawful money of the United States of America. Interest shall be paid as provided in
the Blanket Issuer Letter of Representations (the "Letter of Representations") from the City to
The Depository Trust Company ("DTC"). Principal shall be paid as provided in the Letter of
Representations to the Registered Owner or assigns upon presentation and surrender of this note
at the principal office of the fiscal agencies of the State of Washington in either Seattle,
Washington or New York, New York (collectively, the "Note Registrar").
The notes of this issue are issued under and in accordance with the provisions of the
Constitution and applicable statutes of the State of Washington and Ordinance No. 2845 duly
passed by the City Council on December 15, 2003 (the "Note Ordinance"). Capitalized terms
used in this note have the meanings given such terms in the Note Ordinance.
The notes of this issue are issued in anticipation of grants to be received from the Federal
Emergency Management Association and the State of Washington Military Department(the
"Grants").
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This note is a special obligation of the City and is payable solely from the Note Fund of
the City, into which the City has pledged to deposit proceeds of the Grants, grant anticipation
notes or a combination of the foregoing in amounts sufficient to pay the principal of and interest
on the Notes when due.
This note is one of an authorized issue of notes of like date, tenor, rate of interest and date
of maturity, except as to number and amount in the aggregate principal amount of $1,625,000
and is issued pursuant to the Note Ordinance for providing funds to pay part of the cost of the
Project and cost of issuance.
The notes of this issue are subject to redemption prior to their stated maturities as
provided in the Note Ordinance.
This note is not a "private activity bond."
issue as "qualified tax-exempt obligations" for
Section 265(b) of the Code.
The City hereby designates the notes of this
investment by financial institutions under
This note shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Note Ordinance until the Certificate of Authentication hereon shall
have been manually signed by or on behalf of the Note Registrar or its duly designated agent.
It is hereby certified that all acts, conditions and things required by the Constitution and
statutes of the State of Washington to exist, to have happened, been done and performed
precedent to and in the issuance of this note have happened, been done and performed and that
the issuance of this note and the notes of this issue does not violate any constitutional, statutory
or other limitation upon the amount of noted indebtedness that the City may incur.
IN WITNESS WHEREOF, the City of Port Townsend, Washington has caused this note
to be executed by the manual or facsimile signatures of the Mayor or City Manager and City
Clerk as of this 30th day of December, 2003.
CITY OF PORT TOWNSEND,
WASHINGTON
ATTEST:
By
/s/manual or facsimile
Mayor/City Manager
/s/manual or facsimile
City Clerk
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The Note Registrar's Certificate of Authentication on the Notes shall be in substantially
the following form:
CERTIFICATE OF AUTHENTICATION
This note is one of the notes described in the within-mentioned Note Ordinance and is
one of the Grant Anticipation Notes, 2003 of the City of Port Townsend, Washington, dated
December 30, 2003.
WASHINGTON STATE FISCAL
AGENCY, as Note Registrar
By
Section 7. Execution of Notes. The Notes shall be executed on behalf of the City
with the manual or facsimile signatures of the Mayor or the City Manager and City Clerk of the
City Council and the seal of the City impressed, imprinted or reproduced thereon.
Only such Notes as shall bear thereon a Certificate of Authentication in the form
hereinbefore recited, manually executed by the Note Registrar, shall be valid or obligatory for
any purpose or entitled to the benefits of this ordinance. Such Certificate of Authentication shall
be conclusive evidence that the Notes so authenticated have been duly executed, authenticated
and delivered hereunder and are entitled to the benefits of this ordinance.
In case either of the officers who shall have executed the Notes shall cease to be an
officer or officers of the City before the Notes so signed shall have been authenticated or
delivered by the Note Registrar, or issued by the City, such Notes may nevertheless be
authenticated, delivered and issued and upon such authentication, delivery and issuance, shall be
as binding upon the City as though those who signed the same had continued to be such officers
of the City. Any Note may also be signed and attested on behalf of the City by such persons who
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are at the actual date of delivery of such Note are the proper officers of the City although at the
Original date of such Note any such person shall not have been such officer of the City.
Section 8. Tax Covenants.
(a) Tax Covenant. The City hereby covenants to undertake all actions
required to maintain the tax-exempt status of interest on the Notes under the Code as set forth in
the Arbitrage and Tax Certification that will be executed at the closing of the Notes.
(b) Designation under Section 265(b). The City hereby designates the Notes
as "qualified tax-exempt obligations" for investment by financial institutions under
Section 265(b) of the Code. The City does not anticipate that it will issue more than $10,000,000
in qualified tax-exempt obligations during 2003.
Section 9. Creation of Note Fund and Sources of Payment of Notes. A special
account of the City known as the "City of Port Townsend Note Redemption Account, 2003" (the
"Note Fund"), is hereby authorized and directed to be created in the office of the Treasurer. The
Note Fund shall be drawn upon for the sole purpose of paying the principal of and interest on the
Notes.
The City hereby covenants that on or before December 1, 2005, it will deposit into the
Note Fund proceeds of the Grants, grant anticipation notes or a combination of the foregoing in
amounts sufficient to pay the principal of and interest on the Notes as the same become due.
The Notes shall be obligations only of the Note Fund.
Section 10. Sale of Notes. The Notes shall be sold by negotiated sale to the Underwriter,
under the terms and conditions thereof as provided in its purchase offer and in this ordinance.
The Mayor, City Manager and the Treasurer of the City are hereby authorized to review
and approve on behalf of the City the preliminary and final Official Statements relative to the
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Notes with such additions and changes as may be deemed necessary or advisable to them. The
Preliminary Official Statement for the Notes, is hereby deemed final for the purposes of
Securities and Exchange Commission Rule 15c2-12.
The Treasurer and other City officials, agents and representative are hereby authorized
and directed to do everything necessary for the prompt issuance, execution and delivery of the
Notes to the Underwriter and for the proper application and use of the proceeds of sale of the
Notes.
Section 11. Project Fund; Application of Proceeds of Notes. A special account of the
City known as the "Grant Proceeds Account, 2003" (the "Project Fund") shall be created in the
office of the Treasurer. The Project Fund shall be used to pay the costs of the Project described
in Section 2.
At the time of delivery of the Notes, the proceeds of the Notes shall be deposited as
follows:
(a) The accrued interest, if any, to the date of delivery shall be deposited to the
Note Fund and used to pay a portion of interest on the Notes on coming due on December 1,
2005.
(b) The remaining proceeds shall be deposited into the Project Fund and used
to pay the costs of the improvements described in Section 2 hereof and all costs incidental thereto
and to the issuance of the Notes.
Money remaining in the Project Fund after all of such costs have been paid or reimbursed,
or the Council determines not to construct portions of such Project, may be used to pay costs of
other legally authorized capital expenditures of the City or shall be deposited in the Note Fund.
Money in the Project Fund may be invested as permitted by law. All interest earned and profits
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derived from such investments shall be retained in and become a part of the Project Fund or
deposited into the Note Fund.
.Section 12. Undertaking to Provide Ongoing Disclosure
(a) Contract/Undertaking. This section constitutes the City's written
undertaking for the benefit of the owners of the Notes as required by Section (b)(5) of the Rule.
The City is an obligated person with respect to less than $10,000,000 of municipal securities,
including the Notes.
(b) Financial Statements/Operating Data. The City agrees to provide or
cause to be provided to each person upon request or to the SID, if any, a copy of its latest
publicly available annual financial statements prepared in accordance with the Budget
Accounting and Reporting System prescribed by the Washington State Auditor pursuant to
RCW 43.09.200 (or any successor statute). Such annual statements shall be available upon
request to the office of the City Finance Director.
(c) Material Events. The City agrees to provide or cause to be provided, in a
timely manner, to the SID, if any, to the Insurer, and to each NRMSIR or to the MSRB notice of
the occurrence of any of the following events with respect to the Notes, if material:
· Principal and interest payment delinquencies;
· Non-payment related defaults;
· Unscheduled draws on debt service reserves reflecting financial difficulties;
· Unscheduled draws on credit enhancements reflecting financial difficulties;
· Substitution of credit or liquidity providers, or their failure to perform;
· Adverse tax opinions or events affecting the tax-exempt status of the Notes;
· Modifications to the rights of Note owners;
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· Note calls (optional, contingent or unscheduled Note calls other than scheduled
sinking fund redemptions for which notice is given pursuant to Exchange Act
Release 34-238560);
· Defeasances;
· Release, substitution or sale of property, securing repayment of the Notes; and
· Rating changes.
Solely for purposes of disclosure, and not intending to modify this undertaking, the City
advises that no debt service reserves or property secure payment of the Notes.
(d) Termination/Modification. The City's obligations to provide notices of
material events shall terminate upon the legal defeasance, prior redemption or payment in full of
all of the Notes. Any provision of this section shall be null and void if the City (1) obtains an
opinion of nationally recognized bond counsel to the effect that the portion of the Rule that
requires that provision is invalid, has been repealed retroactively or otherwise does not apply to
the Notes and (2) notifies each NRMSIR, the Insurer, and the SID, if any, of such opinion and the
cancellation of this section. The City may amend this section with an approving opinion of
nationally recognized bond counsel in accordance with the Rule.
(e) Note Owner's Remedies Under This Section. The right of any owner of a
Note or beneficial owner of Notes to enforce the provisions of this section shall be limited to a
right to obtain specific enforcement of the City's obligations under this section, and any failure
by the City to comply with the provisions of this undertaking shall not be an event of default
with respect to the Notes. For purposes of this section, "beneficial owner" means any person
who has the power, directly or indirectly, to vote or consent with respect to, or to dispose of
ownership of, any Notes, including persons holding Notes through nominees or depositories.
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Section 13. Lost, Stolen or Destroyed Notes. In case any Note or Notes shall be lost,
stolen or destroyed, the Note Registrar may execute and deliver a new Note or Notes of like date,
number and tenor to the Registered Owner thereof upon the Registered Owner paying the
expenses and charges of the City in connection therewith and upon his/her filing with the City
evidence satisfactory to the City that such Note was actually lost, stolen or destroyed and of
his/her ownership thereof, and upon furnishing the City with indemnity satisfactory to the City.
Section 14. Severability. If any one or more of the covenants or agreements provided
in this ordinance to be performed on the part of the City shall be declared by any court of
competent jurisdiction to be contrary to law, then such covenant or covenants, agreement or
agreements, shall be null and void and shall be deemed separable from the remaining covenants
and agreements of this ordinance and shall in no way affect the validity of the other provisions of
this ordinance or of the Notes.
ADOPTED by the City Council of the City of Port Townsend, Washington, at a regular
meeting thereof held this 15th day of December, 2003.
CITY OF PORT TOWNSEND,
WASH ~,_~TO~
ATTEST:
APPROVED AS TO FORM:
City Attomey
18 Ordinance 2845
CERTIFICATE
I, the undersigned, City Clerk of the City Council, of the City of Port Townsend,
Washington (the "City") and keeper of the records of the City Council (the "City Council"), DO
HEREBY CERTIFY:
1. That the attached Ordinance is a tree and correct copy of Ordinance No. 2845 of
the City Council (the "Ordinance"), duly adopted at a regular meeting thereof held on the 15th
day of December, 2003.
2. That said meeting was duly convened and held in all respects in accordance with
law, and to the extent required by law, due and proper notice of such meeting was given; that a
legal quorum was present throughout the meeting and a legally sufficient number of members of
the City Council voted in the proper manner for the adoption of the Ordinance; that all other
requirements and proceedings incident to the proper adoption 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 15th day of December, 2003.
Cit3 Clerk
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