Loading...
HomeMy WebLinkAbout2709 Issuance and Sale of Limited Tax General Obligation Bonds for Financing Capital Improvement Projects and Facilities Planning ORDINANCE NO. 2709 An ordinance of the City of Port Townsend, Washington, providing for the issuance and sale of limited tax general obligation bonds of the City in the principal sum of $645,000 for the purpose of providing funds to finance various capital improvements and facilities planning and providing the form and terms of the bonds. WHEREAS, the City Council of the City of Port Townsend, Washington (the "City") has determined that it is in the best interest of the City to undertake planning for and construction of capital improvements to the library, police, fire and city hall facilities and the Marine Science Center project; and WHEREAS, the City made two interfund loans to provide interim financing for capital improvements to the library and the fire station; and WHEREAS, in order to provide the funds required for such purposes and to repay the loans, the City now desires to authorize the issuance of limited tax levy general obligation bonds in the principal amount of $645,000 and to authorize the sale of such bonds; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PORT TOWNSEND, WASHINGTONs DO ORDAIN AS FOLLOWS: SECTION 1. Definitions. As used in this ordinance, the following words shall have the following meanings, unless a different meaning clearly appears from the context: "Bond Account" means the "City of Port Townsend Limited Tax General Obligation Bond Redemption Account, 1999" authorized to be created within the City's Bond Fund by Section 6 of this ordinance. "Bond Register" means the registration records for the Bonds maintained by the Bond Registrar. "Bond Registrar" means the fiscal agency of the State of Washington, in either Seattle, Washington or New York, New York, for the purposes of registering and authenticating the Bonds, maintaining the Bond Register, effecting transfer of ownership of the Bonds and paying principal of and interest on the Bonds. "Bonds" means the $645,000 principal amount of the City of Port Townsend, Washington, Limited Tax General Obligation Bonds, 1999, issued pursuant to this ordinance. "City" means the City of Port Townsend, Washington, a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of Washington. "Code" means the Internal Revenue Code of 1986, as amended, together with corresponding and applicable final, temporary or proposed regulations and revenue rulings issued or amended with respect thereto by the United States Treasury Department of the Internal Revenue Service, to the extent applicable to the Bonds. "Commission" means the Securities and Exchange Commission. "Council" means the legislative authority of the City as the same shall be duly and regularly constituted from time to time. "DTC" means The Depository Trust Company of New York, as depository for the Bonds, or any successor or substitute depository for the Bonds. "Letter of Representations" means the Blanket Letter of Representations from the City to DTC. "Registered Owner" means the person in whose name a Bond is registered on the Bond Register. For so long as the City utilizes the book-entry system for the Bonds, DTC shall ~be deemed to be the Registered Owner. -2- P:\NMN\NMNIFO 99/10104 SECTION 2. Findings and Authorization of Improvements. The City Council hereby finds that it is in the public interest for the City to undertake planning for and construction of capital improvements to the library, police, fire and city hall facilities and Marine Science Center project. The estimated cost of those projects and all costs incidental thereto and the issuance of the Bonds is $645,000, which shall be provided from the proceeds of sale of the Bonds. SECTION 3. Authorization of Bonds. The City shall issue and sell the Bonds in the aggregate principal amount of $645,000 to provide money to finance the projects described in Section 2 and to repay the two interfund loans, and all costs incidental thereto and to the issuance of the Bonds. The Bonds shall be general obligations of the City; shall be designated "City of Port Townsend, Washington, Limited Tax General Obligation Bonds, 1999"; shall be dated October 1, 1999; shall be issued in fully registered form in the denomination of $5,000 or any integral multiple thereof, provided that no Bond shall represent more than one maturity; shall be numbered separately and in such manner and with any additional designation as the Bond Registrar deems necessary for purposes of identification and control; shall bear interest (calculated based on a 360-day year of 12 30-day months) at the rates set forth below from their date, until the Bonds have been paid or their payment duly provided for, payable on December 1, 1999, and semiannually thereafter on the first day of each June and December and shall mature on December 1 of each year as follows: -3- P:\NMN~.NMNIF0 99/10/04 Maturity Year Principal Amount Interest Rates 2004 $ 45,000 5.00% 2005 45,000 5.10 2006 50,000 5.20 2007 50,000 5.25 2008 55,000 5.35 2009 55,000 5.45 2010 60,000 5.50 2011 65,000 5.60 2012 65,000 5.70 2013 70,000 5.80 2014 75,000 5.90 2015 5,000 6.00 2016 5,000 6.00 SECTION 4. Registration, Exchange and Payments. (a) Registrar/Bond Register. The City hereby adopts the system of registration approved by the Washington State Finance Committee, which utilizes the fiscal agencies of the State of Washington in Seattle, Washington, and New York, New York, as registrar, authenticating agent, paying agent and transfer agent (collectively, the "Bond Registrar"). The Bond Registrar shall keep, or cause to be kept, at its principal corporate trust office, sufficient records for the registration and transfer of the Bonds (the "Bond Register"), 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 of Authentication on the Bonds. (b) Registered Ownership. The City and the Bond Registrar may deem and treat the Registered Owner of each Bond as the absolute owner for all purposes, and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. Payment of any such Bond shall be made only as described in Section 4(h) hereof, but such registration may be -4- P:\NMN~NMN1 FO 99/10/04 transferred as herein provided. All such payments made as described in Section 4(h) shall be valid and shall satisfy the liability of the City upon such Bond to the extent of the amount or amounts so paid. (c) DTC Acceptance/Letter of Representations. The Bonds shall initially be held in fully immobilized form by DTC acting as depository. To induce DTC to accept the Bonds as eligible for deposit at DTC, the City shall execute and deliver to DTC a Blanket Issuer Letter of Representations (the "Letter of Representations"). Neither the City nor the Bond Registrar will have any responsibility or obligation to DTC participants or the persons for whom they act as nominees 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 this ordinance (except such 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 fully immobilized form hereunder, DTC or its successor depository shall be deemed to be the Registered Owner for all purposes, and all references in this ordinance to the Registered Owners shall mean DTC or its nominee and shall not mean the owners of any beneficial 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 total principal amount of such maturity. Registered ownership of such immobilized Bonds, or -,~- P:\NMN\NMN1FO 99/10/04 any portions thereof, may not thereafter be transferred except (A) to any successor of DTC or its nominee, provided that any such successor shall be qualified under any applicable laws to provide the service proposed to be provided by it; (B) to any substitute depository appointed by the 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 (or any substitute depository or its successor), the City may appoint a substitute depository. Any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it. (iii) In the case of any transfer pursuant to clause (A) or (B) of subsection (i) above, the Bond Registrar shall, upon receipt of all outstanding Bonds, together with a written request on behalf of the City, issue a single new Bond for each maturity then outstanding, registered in the name of such successor or substitute depository, or its nominee, all as specified in such written request of the City. (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 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 may then 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, together with a supply of definitive Bonds in certificated form, to issue Bonds in any authorized denomination. -6- P:\NMN~NMNIF0 99/10/04 , Upon receipt by the Bond Registrar of all then outstanding 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. (e) Denominations. The registered ownership of any Bond may be transferred or exchanged, but no transfer of any Bond shall be valid unless it is surrendered to the Bond Registrar with the assignment form appearing on such Bond duly executed by the Registered Owner or such Registered Owner's duly authorized agent in a manner satisfactory to the Bond Registrar. Upon such surrender, the Bond Registrar shall cancel the surrendered Bond and shall authenticate and deliver, without charge to the Registered Owner or transferee, a new Bond (or Bonds at the option of the new Registered Owner) of the same date, maturity and interest rate and for the same aggregate principal amount in any authorized denomination, naming as Registered Owner the person or persons listed as the assignee on the assignment form appearing on the surrendered Bond, in exchange for such surrendered and canceled Bond. Any Bond may be surrendered to the Bond Registrar and exchanged, without charge, for an equal aggregate principal amount of Bonds of the same date, maturity and interest rate, in any authorized denomination. The Bond Registrar shall not be obligated to transfer or exchange any Bond during a period beginning at the opening of business on the 15th day of the month next preceding any interest payment date and ending at the close of business on such interest payment date, or, in the case of any proposed redemption of the Bonds, after the mailing of notice of the call of such Bonds for redemption. (f) Bond Registrar's Ownership of Bonds. The Bond Registrar may become the Registered Owner of any Bond with the same rights it would have if it were not the Bond Transfer or Exchange of Registered Ownership; Change in -7- P:\NMN\NMN1F0 99/10104 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 rights of the Registered Owners of the Bonds. (g) Registration Covenant. The City covenants that, until all Bonds have been surrendered and canceled, it will maintain a system for recording the ownership of each Bond that complies with the provisions of Section 149 of the Code. (h) Place and Medium of Payment. Both principal of and interest on the Bonds shall be payable in lawful money of the United States of America. For so long as all Bonds are in fully immobilized form, payments of principal and interest shall be made as provided in accordance with the operational arrangements of DTC referred to in the Letter of Representations. In the event that the Bonds are no longer in fully immobilized form, interest on the Bonds shall be paid by check or draft m ailed to the Registered Owners at the addresses for such Registered Owners appearing on the Bond Register on the 15th day of the month preceding the interest payment date, 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 Bond Registrar. SECTION 5. Redemption and Purchases. (a) Optional Redemption. The City hereby reserves the right to redeem the outstanding Bonds maturing on and after December 1, 2010 in whole or in part (maturities to be selected by the City and by lot within a maturity in such manner as DTC or the Bond Registrar, as appropriate, shall determine) on December 1, 2009, and on any date thereafter, at par, plus accrued interest to the date of redemption. (b) Partial Redemption. If less than all of the principal amount 6f any Bond is redeemed, upon surrender of such Bond at the principal office of the Bond Registrar, there shall - 8 - P:\NMI~NMN1 FO 99/10/04 be issued to the registered owner, without charge, for the then unredeemed balance of the principal amount, a new Bond or Bonds, at the option of the registered owner, of like maturity and interest rate in any authorized denomination. (c) Notice of Redemption. Written notice of any redemption of Bonds shall be given by the Bond 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 Bonds that are to be redeemed at their last addresses shown on the Bond Register. So long as the Bonds are in book-entry form, notice of redemption shall be given as provided in the Letter of Representations. 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 Bonds are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the Bonds to be redeemed, (4) that on the redemption date the redemption price will become due and payable upon each Bond or portion called for redemption, and that interest shall cease to accrue from the redemption date, (5) that the Bonds are to be surrendered for payment at the principal office of the Bond Registrar, (6) the CUSIP numbers of all Bonds being redeemed, (7) the dated date of the Bonds, (8) the rate of interest for each Bond being redeemed, (9) the date of the notice, and (10) any other information needed to identify the Bonds being redeemed. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. - 9- P:[NMN\NMN1F0 09/10104 (d) Effect of Redemption. Unless the City has revoked a notice of redemption, the City shall transfer to the Bond Registrar amounts that, in addition to other money, if any, held by the Bond Registrar, will be sufficient to redeem, on the redemption date, all the Bonds to be redeemed. From the redemption date interest on each Bond to be redeemed shall cease to accrue. (e) 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. (f') Purchase on Open Market. The City reserves the right to purchase any of the Bonds in the open market at any time and at any price.. SECTION 6. Creation of Bond Account and Provision for Tax Levy Payments. A special fund of the City known as the "City of Port Townsend Limited Tax General Obligation Bond Redemption Account, 1999" (the "Bond Account"), is hereby authorized and directed to be created in the office of the Finance Director of the City within the City's Bond Fund. The Bond Account shall be drawn upon for the sole purpose of paying the principal of and interest on the Bonds. The City hereby irrevocably covenants for as long as any of the Bonds are outstanding and unpaid that each year it will include in its budget and levy an ad valorem tax, within and as a part of the tax millage levy permitted to cities without a vote of the people, upon all the property within the City subject to taxation in an amount which will be sufficient to pay the principal of and interest on the Bonds as the same shall become due. All of such taxes and any of such other money so collected shall be paid into the Bond Account. None of the money in the Bond - ] 0- P:\NMN\NMN1 FO 99/10/04 Account shall be used for any other purpose than the payment of the principal of and interest on the Bonds. Money in the Bond Account not needed to pay the interest or principal next coming due may temporarily be deposited in such institutions or invested in such obligations as may be lawful for the investment of City money. Any interest or profit from the investment of such money shall be deposited in the Bond Account. The City hereby irrevocably pledges that a sufficient portion of each annual levy to be levied and collected by the City prior to the full payment of the principal of and interest on the Bonds will be and is hereby irrevocably set aside, pledged and appropriated for the payment of the principal of and interest on the Bonds. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of such taxes and for the prompt payment of the principal of and interest on the Bonds as the same shall become due. SECTION 7. Bonds Deemed To Be No Longer Outstanding In the event that the City, in order to effect the payment, retirement or redemption of any Bond, sets aside in the Bond Account or in another special account, held in trust by a trustee, cash or noncallable government obligations, as such obligations are now or hereafter defined in RCW 39.53, or any combination of cash and/or noncallable government obligations, in amounts and maturities which, together with the known earned income therefrom, are sufficient to redeem or pay and retire such Bond in accordance with its terms and to pay when due the interest and redemption premium, if any, thereon, and such cash and/or noncallable government obligations are irrevocably set aside and pledged for such purpose, then no further payments need be made into the Bond Account for the payment of the principal of and interest on such Bond. The owner of a Bond so provided for shall cease to be entitled to any lien, benefit or security of this ordinance except the right to ' 1 ]- P:~NMN~NMNIF0 99/10/04 receive payment of principal, premium, if any, and interest from such special account, and such Bond shall be deemed to be not outstanding under this ordinance. SECTION 8. Tax Covenant; Special Designation. The City covenants to undertake all actions required to maintain the tax-exempt status of interest on the Bonds under Section 103 of the (~ode. The City hereby designates the Bonds as "qualified tax-exempt obligations" under Section 265(b)(3) of the Code for banks, thrift institutions and other financial institutions. SECTION 9. Lost or Destroyed Bonds. If any Bonds are lost, stolen or destroyed, the Bond Registrar may authenticate and deliver a new Bond or Bonds of like amount, maturity and tenor to the Registered Owner upon the owner paying the expenses and charges of the Bond Registrar and the City in connection with preparation and authentication of the replacement Bond or Bonds and upon his or her filing with the Bond Registrar and the City evidence satisfactory to both that such Bond or Bonds were actually lost, stolen or destroyed and of his or her ownership, and upon furnishing the City and the Bond Registrar with indemnity satisfactory to both SECTION 10. Form of the Bonds. The Bonds shall be in substantially the following UNITED STATES OF AMERICA NO. $ STATE OF WASHINGTON CITY OF PORT TOWNSEND LIMITED TAX GENERAL OBLIGATION BOND, 1999 INTEREST RATE: REGISTERED OWNER: PRINCIPAL AMOUNT: MATURITY DATE: CUSIP NO: DOLLARS - ] 2- P:\NMN\NMNIF0 99110/04 The City of Port Townsend, Washington, a municipal corporation organized and existing under and by virtue of the laws and Constitution of the State of Washington (the "City"), hereby acknowledges 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 specified above, unless redeemed prior thereto as provided herein, together with interest on such Principal Amount from the date hereof or the most recent date to which interest has been paid or duly provided for at the Interest Rate set forth above payable December 1, 1999, and semiannually thereafter on each June 1 and December 1 until payment of the principal sum has been made or duly provided for. Both principal of and interest on this bond are payable in lawful money of the United States of America. For so long as the bonds of this issue are held 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 The Depository Trust Company. In the event that the bonds of this issue are no longer held in fully immobilized form, interest on this bond shall be paid by check or draft mailed to the Registered Owner at the address appearing on the Bond Register on the 15th day of the month preceding the interest payment date, and principal of this bond shall be payable upon presentation and surrender of this bond by the Registered Owner at the principal office of the fiscal agency of the State of Washington in either Seattle, Washington, or New York, New York (collectively the "Bond Registrar"). This bond is one of an issue of limited tax general obligation bonds of the City of like date and tenor, except as to number, interest rate and date of maturity, in the aggregate principal amount of $645,000, issued pursuant to Ordinance No. 2709 of the City, passed October 4, 1999 (the "Bond Ordinance"), to provide financing for various capital improvements. The City has reserved the right to redeem the bonds of this issue maturing on or after December 1, 2010, on or after December 1, 2009 in whole or in part (maturities to be selected by the City and by lot within a maturity in such manner as DTC or the Bond Registrar shall determine) on any date thereafter, at par plus accrued interest to the date of redemption. Notice of any such intended redemption shall be given not less than 30 nor more than 60 days prior to the redemption date by first class mail, postage prepaid, to the Registered Owner of any bond to be redeemed at the address appearing on the Bond Register. The requirements of the Bond Ordinance shall be deemed to be complied with when notice is mailed as herein provided, regardless of whether or not it is actually received by the owner of any bond. Interest on all such bonds so called for redemption shall cease to accrue on the date fixed for redemption unless such bond or bonds so called for redemption are not redeemed upon presentation made pursuant to such call. Portions of the principal sum of this bond in installments of $5,000 or any integral multiple thereof may also be redeemed in accordance with the schedule set forth above, and if less than all of the principal sum hereof is to be redeemed, upon the surrender of this bond at the principal office of the Bond Registrar there shall be issued to the Registered Owner, without charge therefor, for the then unredeemed balance of the principal sum hereof, at the option of the - ] 3 - P:\NMN\NMN1 FO 99/10/04 owner, a bond or bonds of like maturity and interest rate in any of the denominations authorized by the Bond Ordinance. The City has designated the bonds of this issue as "qualified tax-exempt obligations" for purchase by financial institutions. The City has irrevocably covenanted with the owner of this bond that it will annually include in its budget and levy taxes, within and as a part of the tax levy permitted to cities without a vote of the electorate, upon all the property subject to taxation in amounts sufficient, together with other money legally available therefor, to pay the principal of and interest on this bond as the same shall become due. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of such principal and interest. The pledge of tax levies for payment of principal of and interest on the bonds may be discharged prior to maturity of the bonds by making provision for the payment thereof on the terms and conditions set forth in the Bond Ordinance. The bonds of this issue are issued in fully registered form in the denomination of $5,000 each or any integral multiple thereof, provided that no bond shall represent more than one maturity. Upon surrender to the Bond Registrar, bonds are interchangeable for bonds in any authorized denomination of an equal aggregate principal amount and of the same interest rate and maturity. This bond is transferable only on the records maintained by the Bond Registrar for. that purpose upon the surrender of this bond by the registered owner hereof or his/her duly authorized agent and only if endorsed in the manner provided hereon, and thereupon a new fully registered bond of like principal amount, maturity and interest rate shall be issued to the transferee in exchange therefor. Such exchange or transfer shall be without cost to the registered owner or transferee. The City may deem the person in whose name this bond is registered to be the absolute owner hereof for the purpose of receiving payment of the principal of and interest on this bond and for any and all other purposes whatsoever. Reference also is made to the Bond Ordinance as more fully describing the covenants with and the rights of Registered Owners of the bonds or registered assigns and the meanings of capitalized terms appearing on this bond which are defined in such ordinance. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance (as hereinafter defined) until the Certificate of Authentication hereon shall have been manually signed by the Bond Registrar. It is hereby certified and declared that this bond is issued pursuant to and in strict compliance with the Constitution and laws of the State of Washington and ordinances of the City, that all acts, conditions and things required to be done precedent to and in the issuance of this bond and the bonds of this issue have happened, been done and performed, and that this bond and the bonds of this issue do not exceed any constitutional or statutory limitations. - 1 4- P:\NMN\NMNIF0 99110/04 IN WITNESS WHEREOF, the City of Port Townsend, Washington, has caused this bond to be signed on behalf of the City with the manual or facsimile signature of the Mayor, to be attested by the manual or facsimile signature of the Clerk of the City, and the seal of the City to be reproduced or impressed hereon, as of this October 1, 1999. CITY OF PORT TOWNSEND, WASHINGTON By ATTEST: Clerk ~/}'~'~-of~t e~ City The Certificate of Authentication for the Bonds shall be in substantially the following form and shall appear on each Bond: CERTIFICATE OF AUTHENTICATION Date of Authentication: This bond is one of the City of Port Townsend, Washington, Limited Tax General Obligation Bonds, 1999, dated October 1, 1999. WASHINGTON STATE FISCAL AGENCY, as Bond Registrar By Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE 1NSERT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER OF TRANSFEREE (Please print or typewrite name and address, including zip code of Transferee) - l 5 - P:[NMN\NMN1 FO 99/10/04 the within bond and all rights thereunder and does hereby irrevocably constitute and appoint of , or its successor, as Agent to transfer said bond on the books kept by the Bond Register for registration thereof, with full power of substitution in the premises. DATED: SIGNATURE GUARANTEED: NOTICE: Signature(s) must be guaranteed pursuant to law. NOTE: The signature on this Assignment must correspond with the name of the Registered Owner as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever. SECTION 11. Execution of the Bonds. The Bonds shall be executed on behalf of the City with the manual or facsimile signature of the Mayor, attested by the manual or facsimile signature of the City Clerk, and shall have the seal of the City impressed or imprinted thereon. In Case either or both of the officers who have signed or attested any of the Bonds cease to be such officer before such Bonds have been actually issued and delivered, such Bonds shall be valid nevertheless and may be issued by the City with the same effect as though the persons who had signed or attested such Bonds had not ceased to be such officers, and any Bond may be signed or attested on behalf of the City by officers who at the date of actual execution of such Bond are the proper officers, althoUgh at the nominal date of execution of such Bond such officer was not an officer of the City. Only Bonds that bear a Certificate of Authentication in the form set forth in Section 10, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance. Such Certificate of Authentication shall be conclusive evidence - 1 6- P:\NMN\NMNIF0 99/10/04 that the Bonds so authenticated have been duly executed, authenticated and delivered and are entitled to the benefits of this ordinance. In case either of the officers of the City who shall have executed the Bonds shall cease to be such officer or officers of the City before the Bonds so signed shall have been authenticated or delivered by the Bond Registrar, or issued by the City, such Bonds may nevertheless be authenticated, delivered and issued and 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 Bond may also be signed and attested on behalf of the City by such persons as at the actual date of execution of such Bond shall be the proper officers of the City although at the original date of such Bond any such person shall not have been such officer. SECTION 12. Project Fund; Application of Proceeds of Bonds. A special account is hereby created in the Capital Projects Fund of the City (the "Project Fund"). The Project Fund shall be used to pay the costs of the improvements described in Section 2. At the time of delivery of the Bonds, the proceeds of the Bonds shall be deposited as follows: (a) The accrued interest, if any, to the'date of delivery shall be deposited to the Bond Account and used to pay a portion of the interest on the Bonds on December 1, 1999. (b) The remaining proceeds shall be deposited into the Project Fund and used to pay the costs of the projects described in Section 2 hereof and all costs incidental thereto and to the issuance of the Bonds, and repaying the twO interfund loans. 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 projects, may be used to pay costs of other legally authorized capital expenditures of the City or shall be deposited in the - 1 7- P:\NMN[NMN1F0 99/10/04 Bond Account. Money in the Project Fund may be invested as permitted by law. All interest earned and profits derived from such investments shall be retained in and become a part of the Project Fund or deposited into the Bond Account. SECTION 13. Sale of the Bonds. The Council finds that the purchase contract that has been distributed to the Council is reasonable and that it is in the best interest of the City that the Bonds shall be sold upon the conditions set forth in the purchase contract. The City accepts the purchase contract and authorizes the Finance Director, Mayor or City Administrator to execute the purchase contract and deliver it to Seattle-Northwest Securities Corporation (the "Underwriter"). The Bonds shall be issued and delivered to the Underwriter upon payment of the purchase price specified in the purchase contract. SECTION 14. Official Statement. The City approves the preliminary official statement presented to the Council and ratifies the Underwriter's distribution of the preliminary official statement in connection with the offering of the Bonds. The City authorizes the Underwriter to use the official statement, substantially in the form of the preliminary official statement, in connection with the sale of the Bonds. The Finance Director and the City Administrator are hereby authorized to review and approve on behalf of the City the final Official Statement relative to the Bonds with such additions and changes as may be deemed necessary or advisable to them. SECTION 15. Ongoing Disclosure. The City is exempt from the ongoing disclosure requirements of Securities and Exchange Commission Rule 15c2-12 by reason of the exemption set forth in subsection (d)(i) of that rule with respect to the issuance of securities in the principal amount of $1,000,000 or less. - '1 8 - P:~NMN\NMN1F0 99/10/04 SECTION 16. General Authorization; Ratification of Prior Acts. The Finance Director and City Administrator and other appropriate officers of the City are authorized to take any actions and to execute documents as in their judgment may be necessary or desirable in order to carry out the terms of, and complete the transactions contemplated by, this ordinance. All acts taken pursuant to the authority of this ordinance but prior to its effective date are hereby ratified. SECTION 17. Severability. If any provision in this ordinance is declared by any court of competent jurisdiction to be contrary to law, then such provision shall be null and void and shall be deemed separable from the remaining provisions of this ordinance and shall in no way affect the validity of the other provisions of this ordinance or of the Bonds. SECTION 18. Effective Date. publication as provided by law. ADOPTED by the City Council October 4, 1999. ATTEST: City Clerk This ordinance shall be effective five days after its of the City of Port Townsend, Washington, this CITY OF PORT TOWNSEND, WASHINGTON Mayor - 19- P:'C, IMN\NMN1F0 99/10/04 CERTIFICATE I, the undersigned, Clerk of the City of Port Townsend, Washington (herein called the "City") and keeper of the records of the City Council of the City (herein called the "Council"), DO HEREBY CERTIFY: 1. That the attached ordinance is a tree and correct copy of Ordinance No. 2709 of the City (herein called the "Ordinance"), as finally passed at a regular meeting of the City Council of the City held on October 4, 1999 and duly recorded in my office. 2. That said meeting was duly convened and held in all respects in accordance with law, and to the extent required by law, due and proper notice of such meeting was given; that a quorum of the Council was present throughout the meeting and a legally sufficient number of members of the City Council voted in the proper manner for the passage of said Ordinance; that all other requirements and proceedings incident to the proper adoption or passage of said Ordinance have been duly fulfilled, carded out and otherwise observed, and that I am authorized to execute this certifi cate. DATED this October 4, 1999. City'Clerk d P:\NMN~NMN1 FO 9911 0~04