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HomeMy WebLinkAbout2908 Issuance and Sale of Limited Tax General Obligation Bonds to Complete Renovation of City Hall Improvements and Various Capital Improvements I j I I ORDINf\NCE NO. 2908 I I An ordinance of the City of Pqrt Townsend, Washington, providing for the issuance and sale of llmited tax general obligation bonds of the City in the aggregate; principal amount of $1,545,000 to complete the renovation of the city hall improvements and various capital improvements; provi<lling the form and terms of such bonds; and authorizing the sale of slilch bonds. WHEREAS, the City Council oftM City of Port Townsend, Washington (the "City") has determined that it is in the best interest of ~he City to complete its renovation of an historic city I I I hall and construction of a new City Hall1nnex and various other capital improvements to City I I facilities; and I WHEREAS, in order to provide the funds required for such purposes and to pay the costs of issuing the bonds, the City now desire$ to authorize the issuance of limited tax levy general obligation bonds in the principal amount of $1 ,545,000 and to authorize the sale of such bonds; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PORT TOWNSEND, WASHINGTON, DO ORDAIN AS FOLLOWS: SECTION I. Definitions. As us~d in this ordinance, the following words shall have the following meanings, unless a different meaning clearly appears from the context: "Bond Account" means the "Citjy of Port Townsend Limited Tax General Obligation Bond Redemption Account, 2005" authorized to be created within the City's Bond Fund by Section 6 of this ordinance. "Bond Insurance Policy" means the municipal bond insurance policy issued by the Insurer insuring the payment when due of the principal of and interest on the Bonds as provided therein. "Bond Register" means the reg~stration records for the Bonds maintained by the Bond Registrar. -1- Ordinance 2908 "Bond Registrar" means the fiscal a~ency of the State of Washington, in New York, New I York, for the purposes of registering an</l 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 $1,545,000 principal amount of the City of Port Townsend, Washington, Limited Tax General Obligation Bonds, 2005, issued pursuant to this ordinance. i I "City" means the City of Port TOfnsend, Washington, a municipal corporation duly organized and existing under and by virjtue of the Constitution and laws of the State of Washington. "Code" means the Internal Rev~nue 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 tlhe United States Treasury Department of the Internal Revenue Service, to the extent applicable to! the Bonds. "Council" means the legislative alilthority of the City as the same shall be duly and regularly constituted from time to time. "DTC" means The Depository Trus~ Company of New York, as depository for the Bonds, or any successor or substitute depository fo~ the Bonds. "Improvements" means the improvements authorized by Section 2 of this ordinance. "Insurer" means Financial Securi~y Assurance Inc., a New York stock insurance company, or any successor thereto or assi~nee thereof, as issuer of a Bond Insurance Policy for the Bonds. "Letter of Representations" means tjhe Blanket Letter of Representations from the City to DTC. -2- Ordinance 2908 "MSRB" means the Municipal I I Seturities Rulemaking Board or any successor to its ! i ! functions. "NRMSIR" means a nationally reco~nized municipal securities information repository. "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. "Rule" means the SEC's Rule 15c2-~2 under the Securities Exchange Act of 1934. "SEC" means the U.S. Securities ancJ Exchange Commission. SECTION 2. Findings and Authorlzation of Improvements. The City Council hereby finds that it is in the public interest for the City to complete the renovation of an historic city hall and construction of a new City Hall Annex and various other capital improvements to City facilities (together, the "Improvements"). The estimated cost of the Improvements and all costs incidental thereto and the issuance of the B<i}nds is $1,545,000, which shall be provided from the proceeds of sale of the Bonds. SECTION 3. Authorization of Boqds. The City shall issue and sell the Bonds in the aggregate principal amount of $1,545,00([) to provide money to finance the Improvements described in Section 2, and all costs incidcintal 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, 2005"; shall be dated the date of their delivery; 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 -3- Ordinance 2908 I i (calculated based on a 360-day year of 12 3b-day months) at the rates set forth below from their i I date, until the Bonds have been paid or t~eir payment duly provided for, payable on June 1, 2006, and semiannually thereafter on ea~h December 1 and June 1, and shall mature on December 1 of each year as follows: Maturity Year (December 1) 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2020 2025 Prin~ipal Amount $ 20,000 30,000 30,000 30,000 30,000 45,000 55,000 55,000 60,000 60,000 350,000 780,000 SECTION 4. Registration, Exchan~e and Payments. Interest Rates 3.05% 3.15 3.25 3.35 3.45 3.55 3.70 3.80 3.90 4.00 4.20 4.35 , (a) Registrar/Bond Reg~ster. 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 NeW York, New York, as registrar, authenticating agent, paying agent and transfer agent (the "Bond Registrar"). The Bond Registrar shall keep, or cause to be kept, at its principal corporate trust off!ice, 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 qty, to authenticate and deliver Bonds transferred or exchanged in accordance with the provisio*s of such Bonds and this ordinance and to carry out all of the Bond Registrar's powers and duti~s under this ordinance. The Bond Registrar shall be responsible for its representations containedi in the Certificate of Authentication on the Bonds. -4- Ordinance 2908 (b) Registered OwnershJ The City and the Bond Registrar may deem and treat the Registered Owner of each Bond asl the absolute owner for all purposes, and neither the City nor the Bond Registrar shall be affecte~ 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 transferred as herein provided. All such p~yments made as described in Section 4(h) shall be I valid and shall satisfy the liability of the City upon such Bond to the extent of the amount or amounts so paid. i i I DTC AccePtance/Lett~r of Representations. The Bonds shall initially be (c) I held in fully immobilized form by DTC apting as depository. To induce DTC to accept the Bonds as eligible for deposit at DTC, the !City has executed and delivered to DTC a Blanket Issuer Letter of Representations (the "Letter ~fRepresentations"). Neither the City nor the Bond Registirar 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 I or any DTC participant, the payment by DTC or any DTC participant of any amount in respect o~ the principal of or interest on Bonds, any notice that , is permitted or required to be given to Re!gistered Owners under this ordinance (except such notices as shall be required to be given qy the City to the Bond Registrar or to DTC), the selection by DTC or any DTC participant pf any person to receive payment in the event of a partial redemption of the Bonds, or any cpnsent given or other action taken by DTC as the Registered Owner. For so long as any Bond~ 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 Register~d Owners shall mean DTC or its nominee and shall , not mean the owners of any beneficial intere~t in any Bonds. -5- Ordinance 2908 (d) Use of Depository. (i) The Bonds sij.all be registered initially in the name of CEDE & Co., as nominee of DTC, with a single Boj1d for each maturity in a denomination equal to the total principal amount of such maturity. Riegistered ownership of such immobilized Bonds, or any portions thereof, may not thereafter be ~ransferred 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 providecl by it; (B) to any substitute depository appointed by the City pursuant to subsection (ii) below orl such substitute depository's successor; or (C) to any person as provided in subsection (iv) below. I, (ii) Upon the resignation of DTC or its successor (or any substitute depository or its successor) from its functi()ns as depository or a determination by the City to discontinue the system of book entry transf~rs through DTC or its successor (or any substitute depository or its successor), the City may aiPpoint a substitute depository. Any such substitute depository shall be qualified under any app~icable laws to provide the services proposed to be provided by it. (iii) In the case df any transfer pursuant to clause (A) or (B) of subsection (i) above, the Bond Registrar sh~ll, 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 Ci~. (iv) In the event th*t (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 i~ in the best interest of the beneficial owners of the -6- Ordinance 2908 I Bonds that the Bonds be provided in certifiqated form, the ownership of such Bonds may then be i transferred to any person or entity as her~in 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 fqrm, to issue Bonds in any authorized denomination. Upon receipt by the Bond Registrar of all th~n outstanding Bonds, together with a written request on behalf of the City to the Bond Registirar, new Bonds shall be issued in the appropriate denominations and registered in the name~ of such persons as are provided in such written request. (e) Transfer or Exch~nge of Registered Ownership,- Change In Denominations. The registered ownership df 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 iq. a manner satisfactory to the Bond Registrar. Upon such surrender, the Bond Registrar shall cartcel 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 Qn the assignment form appearing on the surrendered Bond, in exchange for such surrendered anq 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 inter~st rate, in any authorized denomination. The Bond Registrar shall not be obligated to transfer <l>r 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 -7- Ordinance 2908 I and ending at the close of business on snch Interest payment date, or, in the case of any proposed redemption of the Bonds, after the mailing olf notice of the call of such Bonds for redemption. (f) Bond Registrar's Owpership of Bonds. The Bond Registrar may become the Registered Owner of any Bond with th~ same rights it would have if it were not the Bond I Registrar, and to the extent permitted by l~w, may act as depository for and permit any of its i officers or directors to act as member of, orlin any other capacity with respect to, any committee , formed to protect the rights of the Registere4 Owners of the Bonds. (g) Registration Covenanr. The City covenants that, until all Bonds have been surrendered and canceled, it will maintain, ~r cause to be maintained, a system for recording the ownership of each Bond that complies with ~he provisions of Section 149 of the Code. (h) Place and Medium df 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 I I Bonds are in fully immobilized form, pa*ments of principal and interest shall be made as i i provided in accordance with the operation~l arrangements of DTC referred to in the Letter of i I I Representations. In the event that the Bond~ are no longer in fully immobilized form, interest on the Bonds shall be paid by check or draft ntailed to the Registered Owners at the addresses for such Registered Owners appearing on the B~nd Register on the 15th day of the month preceding the interest payment date, and principal of II the Bonds shall be payable upon presentation and i surrender of such Bonds by the Registered ~wners at the principal office of the Bond Registrar; i provided, however, that if so requested in WIjiting by the Registered Owner of at least $1,000,000 principal amount of Bonds, interest will be ~aid by wire transfer on the date due to an account with a bank located within the United States I -8- Ordinance 2908 SECTION 5. i Redemption and Purc~. Optional Redemptionf The City hereby reserves the right to redeem the (a) outstanding Bonds maturing on and after D~cember 1, 2011 in whole or in part (maturities to be selected by the City and randomly withini a maturity in such manner as DTC or the Bond Registrar, as appropriate, shall determine) on December 1, 2010, and on any date thereafter, at par, plus accrued interest to the date of redemption. (b) Mandatory Redemptitm. The Bonds maturing on December 1, 2020 shall be redeemed prior to maturity by lot (or paid at maturity), not later than December 1 in the years 2016 through 2020 (to the extent such Bonds have not been previously redeemed or purchased) and in the principal amounts set forth beloW!, without premium, together with the interest accrued to the date fixed for redemption. Year Amount $ 65,000 65,000 70,000 75,000 75,000 2016 2017 2018 2019 2020 * Final Maturity The Bonds maturing on December 1, 2025 shall be redeemed prior to maturity by lot (or paid at maturity), not later than December 1 in the years 2021 through 2025 (to the extent such Bonds have not been previously redeemed lor purchased) and in the principal amounts set forth below, without premium, together with the ~nterest accrued to the date fixed for redemption. Year 2021 2022 2023 2024 2025 Amount $ 80,000 85,000 200,000 205,000 210,000 * Final Maturity -9- Ordinance 2908 (c) I I ! Partial Redemption. ~f less than all of the principal amount of any Bond is i redeemed, upon surrender of such Bond at tpe principal office of the Bond Registrar, there shall be issued to the registered owner, withou~ charge, for the then unredeemed balance of the I principal amount, a new Bond or Bonds, at) the option of the registered owner, of like maturity and interest rate in any authorized denomination. (d) Notice of Redemption~ Written notice of any redemption of Bonds shall be given by the Bond Registrar on behalf of t~e City by first class mail, postage prepaid, not less than 30 days nor more than 60 days before t1/Ie redemption date to the registered owners of Bonds that are to be redeemed at their last addressejs 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 shtll be deemed complied with when notice is mailed, whether or not it is actually received by the ~wner. Each notice of redemption shall cOlptain the following information: (1) the redemption date, (2) the redemption price, (3) if less ~han all outstanding Bonds are to be redeemed, the identification (and, in the case of partial re~emption, the principal amounts) of the Bonds to be redeemed, (4) that on the redemption date!the redemption price will become due and payable i I upon each Bond or portion called for redeniPtion, 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 numberf of all Bonds being redeemed, (7) the dated date of the Bonds, (8) the rate of interest for each 130nd being redeemed, (9) the date of the notice, and (10) any other information needed to identi~ the Bonds being redeemed. -10- Ordinance 2908 ! I i Upon the payment of the redempti01 price of Bonds being redeemed, each check or other transfer of funds issued for such purpose sh~ll bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with tM proceeds of such check or other transfer. (e) Effect of Redemption. Unless the City has revoked a notice of redemption, the City shall transfer to the Bond Registrar ~mounts 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 intere~t on each Bond to be redeemed shall cease to accrue. (f) Amendment of Noticel 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 securitieiS. (g) Purchase on Open ~rket. 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 Levv Payments. A special fund of the City known as the "City of Port Townsend Limited Tax General Obligation Bond Redemption Account, 2005" (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 coven~nts 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 -11- Ordinance 2908 i I within the City snbject to taxation in an ,ount which will be sufficient to pay the principal of and interest on the Bonds as the same shall ~ecome 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 Account shall be used for any other purpos~ than the payment of the principal of and interest on , the Bonds. Money in the Bond Account no~ needed to pay the interest or principal next coming due may temporarily be deposited in such ij1stitutions 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 Acco1./llt. The City hereby irrevocably pledges that a sufficient portion of each annual levy to be levied and collected by the City prior to th~ 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 ~evy 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 Bf: No Longer Outstanding. In the event that the City, in order to effect the payment, retirement ior 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 chapter 39.53 RCW, or any combination of cash and/or noncallable government obligations, in amounts and maturities which, together with the known earned in40me therefrom, are sufficient to redeem or pay and retire such Bond in accordance with its tertns and to pay when due the interest and redemption premium, if any, thereon, and such ca$h and/or noncallable government obligations are irrevocably set aside and pledged for such purpose, then no further payments need be made into -12- Ordinance 2908 ! the Bond Account for the payment of the prjnCiPal of and interest on such Bond. The owner of a Bond so provided for shall cease to be enti led to any lien, benefit or security of this ordinance I except the right to receive payment of princ!ipal, premium, if any, and interest from such special account, and such Bond shall be deemed to ~e not outstanding under this ordinance. SECTION 8. Tax Covenant; Speci~l 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 Code. The City hereby designates thei Bonds as "qualified tax-exempt obligations" under Section 265(b )(3) of the Code for banks, tHrift institutions and other financial institutions. The City does not expect to issue more than $1~,000,000 in qualified tax-exempt obligations during calendar year 2005. SECTION 9. Lost or Destroyed B(j)nds. If any Bonds are lost, stolen or destroyed, the Bond Registrar may authenticate and deliveir a new Bond or Bonds of like amount, maturity and I tenor to the Registered Owner upon the ofNner paying the expenses and charges of the Bond Registrar and the City in connection wid] preparation and authentication of the replacement Bond or Bonds and upon his or her fili,g with the Bond Registrar and the City evidence satisfactory to both that such Bond or Bond~ were actually lost, stolen or destroyed and of his or her ownership, and upon furnishing the Citr and the Bond Registrar with indemnity satisfactory to both. form: SECTION 10. Form of the Bonds.j The Bonds shall be in substantially the following i I I ! I Financial Security Assurance Inc. ('I'Financial Security"), New York, New York, has delivered its municipal bond i~surance policy with respect to the scheduled payments due of principal of and in~rest on this Bond to The Bank of New York, New York, New York, or its suc~essor, as paying agent for the Bonds (the "Paying Agent"). Said Policy is j on file and available for inspection at the i -13- Ordinance 2908 principal office of the Paying AgeJt and a copy thereof may be obtained from Financial Security or the Paying Agept. ! UNITED STATES OF AMERICA NO. $ STATE OfF WASHINGTON CITY OF RORT TOWNSEND LIMITED TAX GENERrAL OBLIGATION BOND, 2005 INTEREST RATE: MATURITY DATE: CUSIP NO: REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Port Townsend, Washington, a municipal corporation organized and existing under and by virtue of the laws and Constit~tion 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 her~of or the most recent date to which interest has been paid or duly provided for at the Interes~ Rate set forth above payable June 1, 2006, and semiannually thereafter on each December 11 and June 1 until payment of the principal sum has been made or duly provided for. Both princ~pal of and interest on this bond are payable in lawful money of the United States of America. F<pr so long as the bonds of this issue are held in fully immobilized form, payments of principal land interest thereon shall be made as provided in accordance with the operational arrangemeI]lts of DTC referred to in the Blanket Issuer Letter of Representations from the City to The Depo$itory Trust Company. In the event that the bonds of this issue are no longer held in fully immqbilized 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 int~rest payment date, and principal of this bond shall be payable upon presentation and surrender o~ this bond by the Registered Owner at the principal office of the fiscal agency of the State o~ Washington in New York, New York (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 $1,545,000, issued pursuant to O~dinance No. 2908 of the City, passed on October 17, 2005 (the "Bond Ordinance"), to provide financing for completing the renovation of city hall improvements and various other capital improvements. -14- Ordinance 2908 The Bonds are subject to optional abd mandatory redemption prior to maturity as stated in the Bond Ordinance. I The City has designated the bonds of this issue as "qualified tax-exempt obligations" for purchase by financial institutions. The City has irrevocably covenantep 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 paymep.t 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, proiVided 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 aggr~gate 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 excMnge 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 ot 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 ot 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 bec~me obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinalnce (as hereinafter defined) until the Certificate of Authentication hereon shall have been man4ally 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 law* 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 havtf happened, been done and performed, and that this bond and the bonds of this issue do not exc~ed any constitutional or statutory limitations. -15- Ordinance 2908 i i IN WITNESS WHEREOF, the City ~fPort Townsend, Washington, has caused this bond to be signed on behalf of the City with thd manual or facsimile signature of the Mayor, to be attested by the manual or facsimile signatur~ of the Clerk of the City, and the seal of the City to be reproduced or impressed hereon, as of this , 2005. (SEAL) CITY OF PORT TOWNSEND, WASHINGTON By /s/ manual or facsimile [Mayor/Manager] ATTEST: /s/ manual or facsimile Clerk of the 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, 2005, dated . ,2005. WASHINGTON STATE FISCAL AGENCY, as Bond Registrar By Authorized Signer SECTION 11. Execution of the BOJilds. The Bonds shall be executed on behalf of the City with the manual or facsimile signature' of the Manager or 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 office1l's 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 -16- Ordinance 2908 ! who had signed or attested such Bonds had I,not ceased to be such officers, and any Bond may be signed or attested on behalf of the City by lofficers 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 CertWcate 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 shall have executed the Bonds shall cease to be such officer or officers of the City befo~e 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 upop. 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 ~d 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. Proiect Fund; Applic~tion of Proceeds of Bonds. A special account has been heretofore authorized by Ordinance N<). 2812 in the City Hall Project Fund of the City (the "Project Fund"). The Project Fund shall be iused to pay the costs of the Improvements described in Section 2. At the time of delivery of the Bond~, the proceeds of the Bonds shall be deposited into the Project Fund and used to pay the costs of the Improvements and all costs incidental thereto -17- Ordinance 2908 I and to the issuance of the Bonds. Money ~emaining in the Project Fund after all of such costs ! have been paid or reimbursed, or the Cokcil determines not to construct portions of such I i projects, may be used to pay costs of other ~egally authorized capital expenditures of the City or shall be deposited in the Bond Account. i Money in the Project Fund may be invested as permitted by law. All interest earned and p~ofits derived from such investments shall be retained in and become a part of the Project Fund or ~eposited into the Bond Account. SECTION 13. Sale of the Bonds. ]he 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 I Bonds shall be sold upon the conditions setl forth in the purchase contract. The City accepts the I purchase contract and authorizes the Fina11!ce Director, Mayor or City Manager to execute the purchase contract and deliver it to Martin Nelson & Company, Inc. (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. Pursuant to the Rule, the City deems the preliminary official statement final as oft its date except for the omission of information dependent upon the pricing of the Bonds anp the completion of the bond purchase contract. The City agrees to cooperate with the Underwr~ter to deliver or cause to be delivered, within seven business days from the date of the sale of Ithe Bonds and in sufficient time to accompany any confirmation that requests payment from ~ny customer of the Underwriter, copies of a final official statement in sufficient quantity to c~mply with paragraph (b)(4) of the Rule and the rules of the MSRB. The City authorizes the Undlerwriter to use the official statement, substantially in -18- Ordinance 2908 the form of the preliminary official statem~nt, in connection with the sale of the Bonds. The I Finance Director, Mayor and City Manag~r 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. Undertaking to Proviqe Ongoing Disclosure. (a) Contract/Undertaking. This section constitutes the City's written undertaking for the benefit of the owners of the Bonds as required by Section (b)( 5) of the Rule. The City is an obligated person with resp~ct to less than $10,000,000 of municipal securities, including the Bonds. (b) Financial StatementS/Operating Data. The City agrees to provide or cause to be provided to each person upon request or to the SID, if any, a copy of its latest publicly available annual financial statements prepared in accordance with the Budget Accounting and Reporting System prescribed by the Washington State Auditor pursuant to RCW 43.09.200 (or any successor statute). Such annual statements shall be available upon request to the office of the City Finance Dir~ctor. (c) Material Events. The City agrees to provide or cause to be provided, in a timely manner, to the SID, if any, to the Insurer, and to each NRMSIR or to the MSRB notice of the occurrence of any of the following event:') with respect to the Bonds, if material: . Principal and interest paymertt delinquencies; . Non-payment related default$; . 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; -19- Ordinance 2908 . I i Adverse tax opinions or even~s affecting the tax-exempt status ofthe Bonds; ! i Modifications to the rights o~ Bond owners; Bond calls (optional, contin~ent or unscheduled Bond calls other than scheduled . . sinking fund redemptions fdr which notice is given pursuant to Exchange Act Release 34-238560); . Defeasances; . Release, substitution or sale qf property, securing repayment of the Bonds; and . Rating changes. Solely for purposes of disclosure, aQ.d not intending to modify this undertaking, the City advises that no debt service reserves or prop~rty secure payment of the Bonds. (d) Termination/Modificqtion. The City's obligations to provide notices of material events shall terminate upon the legfll defeasance, prior redemption or payment in full of all of the Bonds. Any provision of this secltion shall be null and void if the City (1) obtains an opinion of nationally recognized bond cotlnsel 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 Bonds and (2) notifies each NRMSIR, 1he Insurer, and the SID, if any, of such opinion and the cancellation of this section. The City 11!1ay amend this section with an approving opinion of nationally recognized bond counsel in accordance with the Rule. (e) Bond Owner's Remed,ies Under This Section. The right of any bondowner or beneficial owner of Bonds to enforce the provisions of this section shall be limited to a right to obtain specific enforcement of the City's qbligations under this section, and any failure by the City to comply with the provisions of thi$ undertaking shall not be an event of default with respect to the Bonds. For purposes of this s~ction, "beneficial owner" means any person who has -20- Ordinance 2908 the power, directly or indirectly, to vote or c~nsent with respect to, or to dispose of ownership of, I I I any Bonds, including persons holding Bond~ through nominees or depositories. SECTION 16. Bond Insurance. In accordance with the offer of the Underwriter to purchase the Bonds, the City Council hereby approves the commitment of the Insurer to provide a bond insurance policy guaranteeing the payment when due of principal of and interest on the Bonds (the "Bond Insurance Policy"). The City Council further authorizes and directs all proper officers, agents, attorneys and employees Of the City Council to cooperate with the Insurer in preparing such additional agreements, certifl.cates, and other documentation on behalf of the City Council as shall be necessary or advisable i9 providing for the Bond Insurance Policy. SECTION 17. General Authorizatio:p.: Ratification of Prior Acts. The Finance Director, Mayor and City Manager 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 ordin~ce but prior to its effective date are hereby ratified. SECTION 18. 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 p~ovisions of this ordinance and shall in no way affect the validity of the other provisions of this orpinance or of the Bonds. -21- Ordinance 2908 SECTION 19. Effective Date. This ordinance shall be effective five days after its I publication as provided by law. ADOPTED by the City Council pf the City of Port Townsend, Washington, this September 19,2005. CITY OF PORT TOWNSEND, WASHINGTON ~2L'Ct- Mayor ATTEST: (~ "') .7 \~anuj;~-, ~';' ~, (". / /, ", ", /, "..-,'.. ,- " ,," "r<-..;~... .'_' '- , {. (/L(J~) / r . - ! City Clerk / APPROVED AS TO FORM: ~C/~~ -22- Ordinance 2908 ~TIFICATE I, the undersigned, Clerk of the CitiY 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 true and correct copy of Ordinance No. 2908 of the City (herein called the "Ordinance"), ias finally passed at a regular meeting of the City Council of the City held on October 17, 2005 and duly recorded in my office. 2. That said meeting was duly <(:onvened and held in all respects in accordance with law, and to the extent required by law, due land proper notice of such meeting was given; that a quorum of the Council was present througrout 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 i*ident 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. DATED this October 17,2005. P:INMNINMN2MU 10/18/05