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Home My WebLink About2374 Issuance of Limited Tax General Obligation Bonds for Various Capital ImprovementsCITY OF PORT TOWNSEND, WASHINGTON ORDINANCE NO. 2~7~ AN ORDINANCE OF THE CITY COUNCIL OF PORT TOWNSEND, WASHINGTON, PROVIDING FOR THE ISSUANCE OF LIMITED TAX GENERAL OBLIGATION BONDS OF THE CITY IN THE AGGREGATE PRINCIPAL AMOUNT OF $330,000 TO FINANCE VARIOUS CAPITAL IMPROVEMENTS AND PURCHASES; FIXING THE DATE, FORM, TERMS, FLATURITIES AND COVENANTS OF SAID BONDS; AND AUTHORIZING THE SALE OF SUCH BONDS. APPROVED ON September 20, 1993 PREPARED BY: PRESTON THORGRIMSON SHIDLER GATES & ELLIS 5000 Columbia Center 701 Fifth Avenue Seattle, Washington 98104-7078 Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. Section 10. Section 11. Section 12. Section 13. Section 14. Section 15. Table Of Contents* Definitions .................................... 1 Authorization of Bonds ......................... 3 No Optional Redemption; Open Market Purchases ...................................... 5 Bond Fund ...................................... 5 Pledge of Taxation and Credit .................. 6 Tax-Exemption; Special Designation ............. 7 Defeasance ..................................... 7 Construction Fund and Disposition of Bond Proceeds .................................. 8 Lost, Stolen or Destroyed Bonds ................ 8 Form of Bonds and Registration Certificate .................................... 9 Execution ..................................... 13 Bond Registrar ................................ 14 Sale of Bonds ................................. 15 Severability .................................. 15 Effective Date ................................ 15 * This Table of Contents and the cover page are for convenience of reference and are not intended to be a part of this ordinance. - i - NMNO2M.DOC ORDINANCE NO. ~7~ AN ORDINANCE of the City Council of Port Townsend, Washington, providing for the issuance of limited tax general obligation bonds of the City in the aggregate principal amount of $330,000 to finance various capital zmprovements and purchases; fixing the date, form, terms, maturities and covenants of said bonds; and authorizing the sale of such bonds. WHEREAS, the City of Port Townsend, Washington (the "City") has determined that it is in the best interest of the City that various capital improvements and purchases be made; and WHEREAS, in order to provide the money for such purposes, it is deemed necessary and advisable that the City now issue and sell its limited tax general obligation bonds in the principal amount of $330,000; and WHEREAS, the City has received an offer from Seattle- Northwest Securities Corporation to purchase such bonds; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PORT TOWNSEND, WASHINGTON ORDAINS as follows: Section 1. Definitions. As used in this ordinance, unless a different meaning clearly appears from the context: "Bond Fund" means the Limited Tax General Obligation Bond Fund, 1993 established pursuant to Section 4. "Bond Reqister" means the records maintained on behalf of the City containing the name and mailing address of each owner of the Bonds or the 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 purposes of registering and authenticating the Bonds, maintaining the Bond Register, effecting transfer of ownership of the Bonds, and paying interest on and principal of the Bonds. "Bonds" means the $330,000 Limited Tax General Obligation Bonds, 1993 of the City issued pursuant to this ordinance. "Code" means the Internal Revenue Code of 1986, as amended, and shall include all applicable regulations and rulings relating thereto. "Council" means the general legislative authority of the City as the same shall be duly and regularly constituted from time to time. "Government Obliqations" has the meaning given to such term in RCW Chapter 39.53, as the same may be amended from time to time. "Project" means the following improvements and acquisitions: 5. 6. 7. Complete and make zmprovements to the City dock, Make improvements to Tidal Park and Gateway Park, Purchase police vehicles and fire equipment and make modifications to the police station, Make City shop improvements, Purchase fire suppression equipment, Make repairs to the library, Make improvements to Union Wharf, and - 2 - NMNO2M.DOC 93i0G/'20 Purchase property on the waterfront at the southwest corner of Water and Adams for use as open space. Section 2. Authorization of Bonds. For the purpose of providing funds necessary to finance the Pr~3ect, the City shall issue and sell the Bonds in the aggregate principal amount of $330,000. The Bonds shall be designated the "City of Port Townsend, Washington, Limited Tax General Obligation Bonds, 1993," shall be dated October 1, 1993, shall be in the denomination of $5,000 each or any integral multiple of $5,000, provided that no Bond shall represent more than one maturity, shall be registered as to both principal and interest, and shall bear interest from October 1, 1993, until the Bond bearing such interest has been paid or its payment duly provided for, payable December 1, 1993, and semiannually on the first days of each June and December thereafter. The Bonds shall be numbered separately in the manner and with any additional designation as the Bond Registrar deems necessary for purposes of identification, and shall mature on December 1 of the years and in the amounts and bear interest at the rates set forth below: Maturity Dates Amounts Interest Rates 1994 $25,000 3.00% 1995 30,000 3.50 1996 30,000 3.75 1997 30,000 4.00 1998 30,000 4.20 1999 35,000 4.40 2000 35,000 4.55 2001 35,000 4.70 2002 40,000 4 . 80 2003 40,000 4.90 - 3- NMN0'2M.DOC Upon surrender thereof to the Bond Registrar, the Bonds are interchangeable for other Bonds in any authorized denomination of an equal aggregate principal amount and of the same interest rate and maturity. The 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. The owner of any Bond redeemed in part will receive, upon surrender of such Bond, a new Bond in principal amount equal to the unredeemed portion of the Bond so surrendered. The City hereby adopts the system of registration approved by the State Finance Committee of the State of Washington and appoints the fiscal agency of the State of Washington as the Bond Registrar. The Bond Registrar shall maintain the Bond Register. The Bonds shall be transferable only upon the Bond Register by the registered owner in person or by his or her attorney duly authorized in writing, upon surrender of the Bond, together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his or her duly authorized attorney. Upon the transfer of any Bond, the Bond Registrar shall issue in the name of the transferee, in an authorized denomination or denominations, a new Bond or Bonds of the same aggregate principal amount and maturity as the surrendered Bonds. Both principal of and interest on the Bonds shall be payable in lawful money of the United States of America. -- 4 -- NMN02M. DOC Interest on the Bonds shall be paid by checks or drafts mailed to owners of Bonds at the addresses for such owners appearing on the Bond Register on the 15th day of the calendar month preceding the interest payment date. Principal of the Bonds shall be payable at maturity or on such dates as may be fixed for prior redemption upon presentation and surrender of the Bonds by the owners at either principal office of the Bond Registrar in Seattle, Washington, or New York, New York, at the option of such owners. Section 3. No Optional Redemption; Open Market Purchases. A. No Optional Redemption. The City has not reserved the right to redeem the Bonds prior to their stated maturities. B. Open Market Purchases. The City reserves the right to purchase any of the Bonds in the open market for retirement. Section 4. Bond Fund. There is hereby created in the office of the Clerk-Treasurer of the City a special fund to be known as the "Limited Tax General Obligation Bond Fund, 1993" (the "Bond Fund") to be drawn upon for the purpose of paying the principal of and interest on the Bonds. The accrued interest on the Bonds shall be deposited in the Bond Fund at the time of delivery of the Bonds and shall be applied to the payment of interest on the Bonds. The taxes levied for the purpose of paying principal of and interest on the Bonds and other funds to be used to pay the Bonds shall be deposited in the Bond Fund no later than the date such funds are required for the payment of -- 5 -- NMN02M. DOC principal of and interest on the Bonds. Money in the Bond Fund not needed to pay the interest or principal next coming due may temporarily be deposited in such institutions or invested in such obligations as may be lawful for the investment of City money. Section 5. Pledge of Taxation and Credit. The City hereby irrevocably covenants and agrees for as long as any of the Bonds are outstanding and unpaid that each year it will include in its budget and levy an ad valorem tax upon all the property within the City subject to taxation in an amount which will be sufficient, together with all other revenues and money of the City legally available for such purposes, to pay the principal of and interest on the Bonds as the same shall become due. All of such taxes so collected and any other money to be used for such purposes shall be paid into the Bond Fund. The City hereby irrevocably pledges that the annual tax provided for herein to be levied for the payment of such principal and interest shall be within and as a part of the tax levy permitted to cities without a vote of the people, and 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. Section 6. Tax-Exemption; Special Designation. The City hereby covenants that it will not make any use of the proceeds from the 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 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 applicable 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. The City hereby designates the Bonds as "qualified tax- exempt obligations" pursuant to Section 265(b) of the Code. Section 7. Defeasance. In the even5 that money and/or Government Obligations maturing or having guaranteed redemption prices at the option of tie holder at Such time or times and bearing interest to be earned thereon in amounts (together with such money, if any) sufficient to redeem and retire part or all of the Bonds in accordance with their terms are irrevocably set aside in a special account and pledged to effect such redemption and retirement, then no further payments need be made into the - 7 - NMNO2M. DOC Bond Fund for the payment of the principal' of and interest on the Bonds so provided for, and such Bonds shall then 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 no longer be deemed to be outstanding hereunder. Section 8. Construction Fund and Disposition of Bond Proceeds. There is hereby created a special fund of the City to be held by the City Clerk-Treasurer to be known as the "1993 Construction Fund," which fund is to be drawn upon for the purpose of paying the costs of the Project and of paying the costs of issuing the Bonds. The proceeds of sale of the Bonds (exclusive of accrued interest, if any, which shall be paid into the Bond Fund) shall be credited to the Construction Fund. Money in the Construction Fund shall be invested as provided by direction of the City Treasurer in legal investments for City funds. Upon completion of the Project or a decision not to complete any portioh of the Project, any remaining money in the Construction Fund shall be transferred to the Bond Fund or used for other capital purposes, and the Construction Fund shall be closed. Section 9. Lost, Stolen or Destroyed Bonds. In case any Bond or Bonds shall be lost, stolen or destroyed, the Bond Registrar may execute and deliver a new Bond or Bonds of like date, number and tenor to the owner upon the owner paying the expenses and charges of the City and the Bond Registrar and upon -- 8 -- hlMN02M. DOO his or her filing with the Bond Registrar evidence satisfactory to the Bond Registrar that such Bond was actually lost, stolen or destroyed and of his or her ownership thereof, and upon furnishing the City with indemnity satisfactory to the City. Section 10. Form of Bonds and Registration Certificate. The Bonds shall be in substantially the following form: UNITED STATES OF AMERICA NO. $ STATE OF WASHINGTON CITY OF PORT TOWNSEND LIMITED TAX GENERAL OBLIGATION BOND, 1993 Maturity Date: Cusip No. Interest Rate: Registered Owner: Principal Amount: The City of Port Townsend, a municipal corporation organized and existing under and by virtue of the laws of the State of Washington (the "City"), hereby acknowledge itself to owe and for value received promises to pay, but only from the sources and as hereinafter provided, 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 the Bond Fund from October 1, 1993, 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, 1993, and semiannually thereafter on the first days of each June and December until such principal sum is paid or payment has been duly provided for. Both principal of and interest on this bond are payable in lawful money of the United States of America. Interest shall be paid by mailing a check or draft 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 -- 9- NMNO2M. DOC presentation and surrender of this bond 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"). 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 on this space. Capitalized terms used on the face and the reverse side hereof have the meanings given such terms in Ordinance No. of the City (the "Bond 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 until the Certificate of Authentication has been manually signed by the Bond Registrar. It is hereby certified and declared that this bond and the bonds of this issue are issued pursuant to and in strict compliance with the Constitution and laws of the State of Washington and ordinances of the City and that all acts, conditions and things required to be done precedent to and in the issuance of this bond have happened, been done and performed. IN WITNESS WHEREOF, the City of Port Townsend, Washington, has caused this bond to be executed by the facsimile signature of its Mayor and attested by the facsimile signature of the City Clerk, and a facsimile corporate seal of the City to be zmprinted hereon as of the 1st day of October, 1993. CITY OF PORT TOWNSEND, WASHINGTON ATTEST: By Mayor City Clerk CERTIFICATE OF AUTHENTICATION Date of Authentication: This bond is one of the bonds described in the within mentioned Bond Ordinance and is one of the Limited Tax General Obligation Bonds, 1993 of the City of Port Townsend, Washington, dated October 1, 1993. WASHINGTON STATE FISCAL AGENCY, Bond Registrar By Authorized Signer ADDITIONAL BOND AND REDEMPTION PROVISIONS This bond is one of an authorized issue of bonds of the City of like date, tenor and effect, except as to number, amount, rate of interest and date of maturity in the aggregate principal amount of $330,000 and is issued pursuant to the Bond Ordinance to finance various capital improvements and acquisitions. This bond and the bonds of this issue are payable solely from the special fund of the City known as the Limited Tax General Obligation Bond Fund, 1993 (the "Bond Fund") created by the Bond Ordinance. The City has irrevocably obligated and bound itself to levy taxes, in an amount permitted to cities without a vote, upon all of the taxable property within the City in amounts sufficient, together with other money legally available therefor, to pay and secure the payment of the principal and interest on such bonds. The City hereby covenants and agrees with the owner of this bond that it will keep and perform all the covenants of this bond and the Bond Ordinance to be kept and performed by the City, and reference is hereby made to the Bond Ordinance for a complete statement of such covenants. The pledge of taxes and other funds of the City under the Bond Ordinance may be discharged at or prior to the maturity or redemption of the bonds of this issue upon the making of provision for the payment thereof on the terms and conditions set forth in the Bond Ordinance. The bonds have been designated as "qualified tax-exempt obligations" pursuant to Section 265(b) of the Internal Revenue Code of 1986. The City has not reserved the right to redeem the bonds prior to their stated maturities. - 11 - NMNO~M.DOC 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 and Bond Registrar 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 the bond and for any and all other purposes whatsoever. The Bond Registrar is not required to issue, register, transfer or exchange any of the bonds 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 the 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. The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT (TRANSFER) MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts (Transfer) to Minors Act (State) Additional abbreviations may also be used although not listed above. (Form of Assignment) ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto - 12 - NMNO2M.DOC PLEASE INSERT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER OF TRANSFEREE ] (Please print or typewrite name and address, including zip code of Transferee) 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 Registrar for registration thereof, with full power of substitution in the premises. DATED: , SIGNATURE GUARANTEED: NOTE: The signature of 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. The Bonds shall be executed on behalf of the City with the manual or facsimile signature of its Mayor, shall be attested by the manual or facsimile signature of the City Clerk and shall have the seal of the City impressed or a facsimile thereof imprinted thereon. Only such Bonds as shall bear a Certificate of Authentication in the form set forth in Section 10, manually executed by the Bond Registrar or its designated agent, shall be valid or obligatory for any purpose or entitled to the benefits - 13- NMNO2M. DO(D 93/O9/2O of this ordinance. Such Certificate of Authentication shall be conclusive evidence 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 executed the Bonds ceases to be such officer or officers of the City before the Bonds so signed 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. 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 that shall at all times 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. - 14 - NMNOgM. DOC The Bond Registrar shall be responsible for its representations contained in the Certificate of Authentication on the Bonds. The Bond Registrar may become the owner of Bonds with the same rights it would have if it were not the Bond Registrar, and to the extent permitted by law, may act as depositary for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of registered owners of the Bonds. Section 13. Sale of Bonds. The sale of the Bonds to Seattle-Northwest Securities Corporation in accordance with its offer dated September 20, 1993, hereto and incorporated herein, approved. Section 14. Severability. a copy of which is attached is hereby authorized and 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 in this ordinance and shall in no way affect the validity of the other provisions of this ordinance or of any Bonds. Section 15. Effective Date. This ordinance shall be effective from and after its passage, approval and publication as required by law. - 15- .M~M.~c PASSED by the Council of the City of Port Townsend, Washington at a regular meeting held this 20th day of September, 1993. TOWNSEND, WASHINGTON ¢ Mayor Approved As To Form: City Attorney Bond C~unsel - 1 6- NMNO~a. DOC CERTIFICATE I, the undersigned, Clerk of the City of Port Townsend, Washington (herein called the "City"), DO HEREBY CERTIFY: 1. That the attached ordinance numbered 2~ (herein called the "Ordinance" ) is a true and correct copy of an ordinance of the City, as finally passed at a regular meeting of the Council held on the 20th day of September, 1993, 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 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 of Port Townsend, Washington this day of September, 1993. City Clerk [City Seal]