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HomeMy WebLinkAbout2209 Limited Tax General Obligation Bonds CITY OF PORT TOWNSEND, WASHINGTON LIMITED TAX GENERAL OBLIGATION BONDS, 1990 $535,000 ORDINANCE NO. R~ AN ORDINANCE OF THE CITY COUNCIL 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 $535,000 FOR THE PURPOSE OF PROVIDING FUNDS TO FINANCE THE CITY'S PURCHASE OF CERTAIN EQUIPMENT AND CERTAIN IMPROVEMENTS TO THE CARNEGIE LIBRARY; PROVIDING THE DATE, FORM, TERMS AND MATURITIES OF SAID BONDS; PROVIDING FOR THE DISPOSITION OF THE PROCEEDS OF SALE OF SUCH BONDS; PROVIDING FOR THE ANNUAL LEVY OF TAXES TO PAY THE PRINCIPAL OF AND INTEREST ON SAID BONDS; AND PROVIDING FOR THE SALE THEREOF. PASSED: OCTOBER 2, 1990 Prepared by: PRESTON THORGRIMSON SHIDLER GATES & ELLIS 5400 COLUMBIA SEAFIRST CENTER 710 FIFTH AVENUE SEATTLE, WASHINGTON 98104-7011 CITY OF PORT TOWNSEND, WASHINGTON ORDINkNCE NO. TABLE OF CONTENTS* Page Recitals ........................... 1 SECTION 1. Definitions .................. 2 SECTION 2. Findings and Authorization of Improvements .................. 3 SECTION 3. Authorization of Bonds ............. 4 SECTION 4. Registration, Payment and ~ransfer ....... 4 SECTION 5. Redemption ................... 6 SECTION 6. Creation of Bond Fund and Provision for Tax Levy Payments ............... 6 SECTION 7. Defeasance ................... 8 SECTION 8. Arbitrage Covenant ............... 8 SECTION 9. Bonds Are "Qualified Tax-Exempt Obligations." ................. SECTION 10. Lost or Destroyed Bonds ............ SECTION 11. Form of the Bonds ............... SECTION 12. SECTION 13. SECTION 14. SECTION 15. SECTION 16. SECTION 17. SECTION 18. Execution of the Bonds ............. Application of Proceeds of the Bonds ...... Sale of the Bonds ............... Assessed Value and Existing Bonded Debt ...................... 9 9 9 13 14 15 15 Tax Covenants .................. 16 Severability .................. 16 Effective Date ................. 17 * Neither this Table of Contents nor the preceding cover page is a part of this ordinance. ORDINANCE NO. ~ AN ORDINANCE of the City Council 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 $535,000 for the purpose of providing funds to finance the city's purchase of certain equipment and certain improvements to the Carnegie Library; providing the date, form, terms and maturities of said Bonds; providing for the disposition of the proceeds of sale of such Bonds; providing for the annual levy of taxes to pay the principal of and interest on said Bonds; and providing for the sale thereof. WHEREAS, the City Council (the "Council") of the city of Port Townsend, Washington (the "City"), deems it necessary and in the best interest of the City and its citizens that the City purchase certain equipment and make improvements to the Carnegie Library (collectively, the "Project"); and WHEREAS, in order to provide the funds required for the Project, the City now desires to authorize the issuance of a limited tax levy general obligation Bonds in the principal amount of $535,000; and WHEREAS, the Council has received and considered an offer from Seattle-Northwest Securities Corporation to purchase such Bonds and has determined that it is in the best interest of the City to sell such Bonds to such firm at a negotiated sale; NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF PORT TOWNSEND, WASHINGTON AS FOLLOWS: SECTION $. Definitions. As used in this ordinance, the following words shall have the following meanings, unless a dif- ferent meaning clearly appears from the context: (a) "Bond Fund" means the Limited Tax General Obligation Bond created by Section 6 of this ordinance. "City of Port Townsend Redemption Fund, 1990" (b) "Bond Register" means the books or records main- tained by the Bond Registrar for the registration and transfer of the Bonds containing the name and mailing address of the owner of the Bonds or nominee of such owner and such other information as the Bond Registrar shall determine. (¢) "Bond Registrar" means the fiscal agency of the State of Washington in either Seattle, Washington or New York, New York for the purpose 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, and any subsequent Bond Registrar designated by the City. (d) "Bonds" means the $535,000 principal amount of the City of Port Townsend, Washington, Limited Tax General Obligation Bonds, 1990, issued pursuant to and for the purposes provided in this ordinance. (e) "City" means the City of Port Townsend, Washington, a municipal corporation duly organized and existing -2- K: \FWW\22566-00. 001\SDBR under and by virtue of the Constitution and laws of the State of Washington. (f) "Council" means the general legislative authority of the city as the same shall be duly and regularly constituted from time to time. (g) "Project" means the equipment and construction work authorized to be purchased by this ordinance. (h) "Improvement Fund" means the fund of that name heretofore created by the City. (i) "Treasurer" means the Treasurer of the City or any successor to the functions of such Treasurer. SECTION 2. FindinGs and Authorization of Improvements. It is hereby found and declared that the public interest, welfare and benefit of the inhabitants of the City require that the City purchase a street sweeper, a grader and a dump truck for City use and that it also construct and equip improvements to the Carnegie Library, (collectively, the "Project") with funds provided from the proceeds of a limited tax general obligation Bonds of the City. If any part or all of the Project has been accomplished, its cost duly provided for, or found to be impractical, the City may apply the Bond proceeds to other capital purposes of the City. The cost of all necessary architectural, engineering, and other consulting services, inspection and testing, administrative and relocation expenses, on and off-site utilities, and other -3- K: \FWW\22566-00. 001\SDBR costs incurred in connection with the making of the foregoing capital improvements shall be deemed a part of the costs of such improvements. SECTION 3. Authorization o~ Bonds. The City hereby autho- rizes the issuance and sale of the Bonds in the total principal amount of $535,000 to provide money to pay the cost of the Project described in Section 2 hereof, and costs incidental thereto and to the issuance of the Bonds. The Bonds shall be a limited tax general obligation of the City; shall be designated "City of Port Townsend, Washington, Limited Tax General Obligation Bonds, 1990"; shall be dated October 1, 1990; shall be issued in fully registered form; and shall be numbered in such manner and with any additional designation as the Bond Registrar deems necessary for purposes of identification and control and shall bear interest payable on June 1, 1991 and semi-annually thereafter on each June 1 and December 1. The Bonds shall mature on December 1 in years and in principal installments and at rates of interest thereon as set forth in the offer to purchase described in Section 14 hereof, which offer is attached hereto and incorporated herein by this reference. SECTION 4. ReGistration. Payment a~ ~ransSer. The City hereby designates the fiscal agent for the State of Washington as authenticating, transfer, and paying agent and registrar for the Bonds (collectively, the "Bond Registrar"). The Bond Registrar -4- K: \FWW\22566-00. O01\SDBR shall keep, or cause to be kept, at its principal office, sufficient records for the registration and transfer of the Bonds. The Bond Registrar is authorized to authenticate and deliver Bonds transferred 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. Upon surrender thereof to the Bond Registrar, the Bonds are interchangeable for Bonds in any authorized denomination of an equal aggregate principal amount and of the same interest rate and maturity. Bonds may be transferred only if endorsed in the manner provided thereon and surrendered to the Bond Registrar. Such exchange or transfer shall be without cost to the owner or transferee. Both principal of and interest on the Bonds shall be payable in lawful money of the United States of America. Principal installments and interest on the Bonds shall be paid by check or draft of the Bond Registrar mailed (on the date such interest or principal is due) to the registered owner or nominee at the address appearing on the Bond Register on the fifteenth day of the month preceding each principal installment and interest payment date. The last principal installment of the Bonds shall be payable upon presentation and surrender of the Bonds to the -5- K: \FWW\22566-00. 001\SDBR Bond Registrar by the registered owner or nominee at the prin- cipal office of the Bond Registrar. The Bonds may be transferred only on the Bond Register main- tained by the Bond Registrar for that purpose upon the surrender thereof by the registered owner or nominee or his/her duly authorized agent and only if endorsed in the manner provided thereon, and thereupon a new fully registered Bonds of like prin- cipal amount, maturity and interest rate shall be issued to the transferee in exchange therefor. Such transfer shall be without cost to the registered owner or transferee. The city may deem the person in whose name the Bonds is registered to be the absolute owner thereof for the purpose of receiving payment of the principal of and interest on such Bonds and for any and all other purposes whatsoever. SECTION 5- Redemption. The Bonds shall not be subject to redemption in advance of their scheduled maturities. SECTION 6. Creation of. Bond Fund and Pro¥ision .for. Tax Levy Payments. A special fund of the City known as the "City of Port Townsend Limited Tax General Obligation Bond Redemption Fund, 1990" (the "Bond Fund") is hereby authorized and directed to be created in the office of the Treasurer. The Bond Fund shall be drawn upon for the sole purpose of paying the principal of and interest on the Bonds. The City hereby irrevocably covenants and agrees for as long as the Bonds are outstanding and unpaid, that each year it will -6- K: \FWW\22566-00. 001\SDBR 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 that will be sufficient, together with all other revenues and money of the City that may legally be used and which the City may apply for such purposes, 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 Fund. None of the money in the Bond Fund shall be used for any other purpose than the payment of the prin- cipal of and interest on the Bonds. Money in the Bond Fund not needed to pay the interest or principal next coming due may tem- porarily 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 Fund. 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 said taxes and for the prompt payment of the principal of and interest on the Bonds as the same shall become due. -7- K: \FWW\22566-00. 001\SDBR SECTIQN 7. Qefea~ance. In the event that money and/or "Government Obligations," as such Obligations are now or may hereafter be defined in Ch. 39.53 RCW, maturing at such time or times and bearing interest to be earned thereon in amounts suffi- cient to redeem and retire the Bonds or a portion of the Bonds in accordance with their terms, are set aside in a special account to effect such redemption or retirement and such money and the principal of and interest on such 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 such Bonds shall cease to be entitled to any lien, benefit or security of this ordinance except the right to receive the funds so set aside and pledged, and such Bonds shall be deemed not to be outstanding hereunder. SECTION 8. Arbitrage Covenant. The City hereby covenants and agrees with the owner of the Bonds for as long as it remains outstanding that the City will not make use of the proceeds of sale of the Bonds or any other funds or obligations of the City that may be deemed to be proceeds of the Bonds pursuant to Section 148 of the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder which, if such use had reasonably been expected on the date of delivery of the Bonds to the initial purchaser thereof, would have caused the Bonds to be "arbitrage Bonds" within the meaning of said section and said -8- K: \FWW\22566-00. 001\SDBR regulations. The city will comply with the requirements of Section 148 of the Internal Revenue Code of 1986, as amended, (or any successor provision thereof applicable to the Bonds) and the applicable regulations thereunder throughout the term of the Bonds. SECTION 9.. Bonds Are "Oualified Tax-Exempt Obliqations." The City hereby designates the Bonds as a "qualified tax-exempt obligation" as defined in Section 265(b) of the Internal Revenue Code of 1986, as amended. The City does not expect to issue tax- exempt obligations in excess of $5,000,000 during the calendar year 1990. SECTION 10. shall be lost, Lost or Destroyed .Bonds. In case the Bonds stolen or destroyed, the Bond Registrar may execute and deliver new Bonds of like amount, date, and tenor to the registered owner thereof upon the owner's paying the expenses and charges of the City and the Bond Registrar in connection therewith and upon his/her filing with the Bond Registrar evidence satisfactory to the Bond Registrar that such Bonds were actually lost, stolen or destroyed and of his/her ownership thereof, and upon furnishing the City with indemnity satisfactory to the Treasurer. SECTION 11. Form of ~he Bon~s. The Bonds shall be in substantially the following form: -9- K: \FWW\22566-00. 001\SDBR NO. UNITED STATES OF AMERICA STATE OF WASHINGTON CITY OF PORT TOWNSEND LIMITED TAX GENERAL OBLIGATION BOND, 1990 INTEREST RATE: MATURITY DATE: CUSIP NO.: SEE REVERSE SIDE FOR CERTAIN ADDITIONAL PROVISIONS REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Port Townsend, Washington, a municipal corpora- tion of the State of Washington (the "City") hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner hereof or registered assigns, the principal amount indicated above together with interest thereon from October 1, 1990 at the Interest Rate specified above, payable June 1, 1991 and semi-annually thereafter on each June 1 and December 1 of each year until such principal amount has been paid, or such payment has been duly provided for. Both principal of and interest on the Bonds are payable in lawful money of the United States of America to the registered owner hereof at the address appearing on the Bond Register. Interest shall be paid by mailing a check or draft (on the date such interest is due) to the Registered Owner or assigns at the address shown on the Bond Register as of the 15th day of the month prior to the interest payment date. Principal shall be paid to the Registered Owner or assigns upon presentation and surrender of this Bond at the principal office of the fiscal agencies of the State of Washington in either Seattle, Washington or New York, New York (collectively the "Bond Registrar"). Reference is hereby made to additional provisions of this Bond set forth on the reverse side hereof and such additional provisions shall for all purposes have the same effect as if set forth in this space. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under Ordinance No. of the City (the "Bond Resolution") until the -10- K: \FWW\22566-00. 001\SDBR Certificate of Authentication hereon shall have been manually signed by the Bond Registrar. The City has not reserved the right to redeem this Bond in advance of its scheduled maturity. The City has designated the Bonds as a "qualified tax-exempt obligation" as defined in Section 265(b) of the Internal Revenue Code of 1986, as amended. These Bonds are issued pursuant to the Constitution and laws of the State of Washington, and duly adopted ordinances and resolutions of the City, for the purpose of providing funds to purchase certain equipment and to make improvements to the City Library. The City has obligated and bound itself to make annual levies of ad valorem taxes upon all the taxable property within the City within and as a part of the tax millage levy permitted to cities without a vote of the people in amounts sufficient, with such other moneys of the City available for such purposes as the Council, may, from time to time, appropriate and set aside, to pay the principal installments of the Bonds and interest thereon as the same shall become due. The full faith, credit and resources of the City are hereby irrevocably pledged for the levy of such taxes and the prompt payment of such principal and interest. This Bond is one of an authorized issue 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 $535,000. The Bonds of this issue are issued under and in accordance with the provisions of the Constitution and applicable statutes of the State of Washington and resolutions duly adopted by the Board of Directors. It is hereby certified and declared that all acts, conditions and things required to be done precedent to and in the issuance of this Bonds have happened, been done and performed and that the total indebtedness of the City including this Bonds, does not exceed any constitutional, statutory or charter limitation. IN WITNESS WHEREOF, the City of Port Townsend, Washington, has caused this Bonds to be signed by the facsimile or manual signature of its Mayor, to be attested by the facsimile or manual signature of its Clerk, and the official seal of the City to be impressed or imprinted hereon, this day of . , 1990. -11- K: \FWW\22566-00. 001\SDBR CITY OF PORT TOWNSEND, WASHINGTON ATTEST: By /S/ faosimile or manual sianature Mayor No. Limited Tax General 1990, of such City. /s/ facsimile or manual signature Clerk The Certificate of Authentication for the Bonds shall be in substantially the following form and shall appear on the front of each Bond: CERTIFICATE OF AUTHENTICATION Date of Authentication: These Bonds are described in the within-referenced Ordinance of the City of Port Townsend, Washington, and are the Obligation Bonds, 1990, dated October 1, As Bond Registrar By Authorized Officer ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR TAXPAYER IDF~TIFICATION NUMBER OF TRANSFEREE ! i/ (Please print Or typewrite name and address, of Transferee) including' Zip code -12- K: \FWW\22566-00 . 001\SDBR 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: NOTE: The s~gnature of ~I~ Assignment must correspond with the name of the registered owner as it appears upon the face of the within Bonds in every particular, without alteration or enlargement or any change whatever. SECTION ~2. Execution of th~ Bonds. The Bonds shall be signed on behalf of the City by the manual or facsimile signature of the Mayor, shall be attested by the manual or facsimile signa- ture of the City Clerk, and shall have the official corporate seal of the City impressed or imprinted thereon. Only such Bonds as shall bear thereon a Certificate of Authentication in the form hereinbefore recited, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance. Such Certificate of Authentication shall be conclusive evidence that the Bonds so authenticated has been duly executed, authenticated -13- K: \ \22 66-00.00 \SDBR and delivered hereunder and is 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 Bonds 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. The Bonds may also be signed and attested on behalf of the City by such persons as at the actual date of execution of such Bonds shall be the proper officers of the City although at the original date of such Bonds any such person shall not have been such officer. SECTION 13. ADDlication of Proceeds of the Bonds. There have heretofore been created special funds of the City known as the "Equipment Rental Fund" and the "Library Renovation and Addition Fund" (the "Library Fund"). At the time of delivery of the Bonds, the proceeds of the Bonds shall be deposited as fol- lows: (a) $375,637.50 in Bond proceeds shall be deposited into the Equipment Rental Fund and used to pay part or all of the purchase price of the Equipment, including any costs and services incidental to such purchase and to the issuance of the Bonds. -14- K: \FWW\22566-00. 001\SDBR (b) $150,000 in Bond proceeds shall be deposited into the Library Fund and used to pay part or all of the cost of constructing and equipping improvements to the City Library, including any costs and services incidental to such work and to the issuance of the Bonds. Money remaining in such Funds after all of such costs have been paid may be used to pay costs of other legally authorized expenditures of the City or shall be deposited in the Bond Fund. Money in such Funds may be invested as permitted by law and in a manner consistent with this ordinance. All interest earned and profits derived from such investments shall be retained in and become a part of the respective Fund. SECTION 14. Sale of the ~onds. The Bonds shall be sold to Seattle-Northwest Securities Corporation, Seattle, Washington, on the terms and under the conditions set forth herein and in its offer to purchase the Bonds dated October 2, 1990. Said offer is hereby approved, confirmed and accepted. The appropriate City officials, their agents and representatives are hereby authorized and directed to do everything necessary for the prompt issuance and delivery of the Bonds and for the proper use and application of the proceeds of such sale. SECTION ~5. Assessed value and Existinq Bonded Debt. The actual value of the taxable property within the City as ascer- tained by the last preceding assessment for City purposes is $254,313,625. The City has outstanding nonvoted general -15- K: \FWW\22566-00. 001\SDBR obligation indebtedness in the amount of $508,140. The total amount of outstanding general obligation Bonded indebtedness of the City, whether voted or nonvoted, including the principal amount of the Bonds will be $1,043,140. SECTION %6. Tax Covenants. The City shall comply with the provisions of this section unless, in the written opinion of nationally-recognized Bond counsel to the City, such compliance is not required in order to maintain the exemption of the interest on the Bonds from federal income taxation. The City hereby covenants that it will not make any use of the proceeds of sale of the Bonds or any other funds of the City which may be deemed to be proceeds of such Bonds pursuant to Section 148 of the federal Internal Revenue Code of 1986, as amended (the "Code"), and the applicable Regulations thereunder which will cause the Bonds to be "arbitrage Bonds" within the meaning of said section and said Regulations. The city will comply with the requirements of Section 148 of the Code (or any successor provision thereof applicable to the Bonds) and the applicable Regulations thereunder throughout the term of the Bonds. The City further covenants that it will not take any action or permit any action to be taken that would cause the Bonds to constitute "private activity Bonds" under Section 141 of the Code. SECTION ~7. Severability. If any one or more of the cove- nants or agreements provided in this ordinance to be performed on -16- K: \FW-W\22566-00. 001\SDBR the part of the City shall be declared by any court of competent jurisdiction to be contrary to law, then such covenant or cove- nants, 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 Bonds. SECTION 18. Effective Date. This ordinance shall take effect and be in force five days after its passage, approval and publication as required by law. PASSED by the City Council of the City of Port Townsend, Washington, and approved by its Mayor at a regular meeting of the Council, this 2nd day of October, 1990. ATTEST: ~ity ~lerk CITY OF PORT TOWNSEND, WASHINGTON -17- K: \FWW\22566-00. 001\SDBR CERTIFICATE I, the undersigned, Clerk of the City of Port Townsend, Washington (herein called the "City") and keeper of the records of the Council of the City (herein called the "Council"), DO HEREBY CERTIFY: 1. That the attached ordinance is a true and correct copy of Ordinance No. ~g~gq of the City (herein called the "Ordi- nance''), as finally passed at a regular meeting of the Council of the City held on the 2nd of October, 1990, 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 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, carried out and otherwise observed, and that I am authorized to execute this certificate. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City this 2nd of October, 1990. [City Seal] Clerk, City of Port Townsend