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HomeMy WebLinkAbout2286 Issuance and Sale of LID #1 Bond Anticipation Notes ~- .. r~ .t.--¡ . . . . ORDINANCE NO. ":2. 8 ~ AN ORDINANCE of the City Council of Port Townsend, Washington, authorizing the issuance and sale of Local Improvement District No. 1 Bond Anticipation Notes in the principal amount of $405,000 for the purpose of paying the costs of constructing local improvements in Local Improvement District No.1; providing the form, terms, conditions and covenants of said notes; accepting an offer for the purchase of the notes; and providing for the disposition of the proceeds of the sale of the notes. WHEREAS, the City Council of Port Townsend, Washington (the "City"), by Ordinance No. 2097 passed on January 19, 1988, It created Local Improvement District No.1 (the "District"), created a special fund of the City (the "LID No.1 Fund"), and provided for the issuance of local improvement district bonds and ~ interim short-term obligations to pay the cost of improvements in the District and the expenses incidental thereto; and WHEREAS, Chapter 39.50 of the Revised Code of Washington authorizes the City to issue short-term obligations to provide short-term financing in anticipation of the sale of its local improvement district bonds; and WHEREAS, it is deemed necessary and desirable that the City, in order to pay the interfund loan that was made to pay the costs of the improvements in the District, issue and sell short - term obligations in the form of local improvement district bond anticipation notes in the principal amount of $405,000 pending c5? ~ .f'f.:, ~" , ..~ . e the issuance and sale of local improvement district bonds of the City; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF PORT TOWNSEND, WASHINGTON, AS FOLLOWS: Section 1. Definitions. As used in this ordinance the following terms shall have the following meanings, unless a dif- ferent meaning clearly appears from the context: "Bonds" means the Local Improvement District No. 1 Bonds to be issued to pay and redeem the Notes or any refunding note or notes. "City" means Port Townsend, Washington, a municipal cor- poration duly organized and existing under and by virtue of the Constitution and laws of the State of Washington. "Council" means the general legislative authority of the City as the same shall be duly and regularly constituted from time to time. "District" means Local Improvement District No. 1 of the City. "Improvements" means the improvements made and to be made within the District as described in Ordinance No. 2097. "LID No. 1 Fund" means the Local Improvement District No. 1 Fund created by Ordinance No. 2097. "Note Register" means the records maintained on behalf of the City containing the name and mailing address of each owner of -2- NMN551 92/02/25 ,,;(;z t'tf e e the Notes or the nominee of such owner, and such other information as the Note Registrar shall determine. "Note 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 Notes, maintaining the Note Register, effecting transfer of ownership of the Notes, and paying interest on and principal of the Notes. "Notes" means the Local Improvement District No. 1 Bond Anticipation Notes, 1992 issued pursuant to and for the purposes provided in this ordinance. Section 2. Authorization of the Bonds. The issuance and sale of the Bonds in such form and with such terms, conditions, covenants, dates, interest rates, maturities and other details as shall hereafter be determined by ordinance, as heretofore author- ized by Ordinance No. 2097, is hereby affirmed. The proceeds of the Bonds to be issued for the Improvements shall be paid into the LID No. 1 Fund and shall be applied to the extent necessary, together with other available funds, to pay and redeem the Notes. Section 3. Authorization of the Notes. In anticipation of the issuance of the Bonds the City shall, for the purpose of paying interfund loans that were made to pay the costs of the Improvements and paying the costs of issuing the Notes, issue short-term obligations in the principal amount of $405,000, which amount is not in excess of the costs and expenses of the Improvements to be paid from special assessments to be levied on -3'" NMN551 92/02/25 ~;).~ e e properties within the District. Said short-term obligations shall be designated the "Port Townsend, Washington, Local Improvement District No.1 Bond Anticipation Notes, 1992," shall be dated the date of their delivery to the purchaser, and shall be registered as to both principal and interest. The Notes shall be in the denomination of $5,000, or any integral multiple thereof, shall mature on April 15, 1992, and shall bear interest at a rate per annum equal to 4.5% calculated on the basis of a 360-day year with twelve 30-day months and payable upon maturity. Upon surrender thereof to the Note Registrar, the Notes are interchangeable for other Notes in any authorized denomination of an equal aggregate principal amount and of the same interest rate and maturity. The Notes may be transferred only if endorsed in the manner provided thereon and surrendered to the Note Registrar. Such exchange or transfer shall be without cost to the owner or transferee. The owner of any Note redeemed in part will receive, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion of the Note so surrendered. The City hereby specifies and 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 Note Registrar. The City shall cause the Note Register to be maintained by the Note Registrar. So long as any -4- NMN551 92/02/25 ,( P? fie . . '': ~ . e . - Notes remain outstanding, the Note Registrar shall make all necessary provisions to permit the exchange or registration or transfer of Notes at its principal office. The Notes shall be transferable only upon the Note Register by the registered owner thereof in person or by his attorney duly authorized in writing, upon surrender thereof, together with a written instrument of transfer satisfactory to the Note Registrar duly executed by the registered owner or his duly authorized attorney. Upon the transfer of any such Note, the Note Registrar shall issue in the name of the "transferee, in an authorized denomination or denomi- nations, a new Note or Notes of the same aggregate principal amount and maturity as the surrendered Notes. Both principal of and interest on the Notes shall be payable in lawful money of the United States of America. principal of and interest on the Notes shall be payable at maturity upon presentation and surrender of the Notes by the owners at either principal office of the Note Registrar in Seattle, Washington, or New York, New York, at the option of such owners. The City shall be obligated to pay interest at the same rate on the Notes from and after the maturity date thereof until the Notes shall have been paid in full or funds shall have been duly provided in the LID No. 1 Fund of the City heretofore created for such payment in full. Section 4. Redemption of the Notes. Both the principal of and interest on the Notes are payable solely from the proceeds of -5- NMN551 92/02/25 ;/. ;UCf . . e e . . the sale of the Bonds or refunding bond anticipation notes to be issued by the City, or from assessments and interest thereon levied in the District to pay the costs and expenses of the Improvements. The City hereby covenants with the holders of the Notes that it will issue the Bonds, refunding bond anticipation notes, or a combination of the foregoing in an amount sufficient, with any prepayments of assessments, to pay when due the prin- cipal of and interest on the Notes and will thereupon redeem the Notes. The Notes are not a general obligation of the City and are not payable otherwise than as stated herein. Section 5. No Right of Prior Redemption. The City has not reserved the right to call and redeem the Notes prior to their maturity. Section 6. Form of the Notes. The Notes shall be in sub- stantially the following form: -6- NMN551 92/02/25 :;,;(~ . . " . e e . . UNITED STATES OF AMERICA NO. $ STATE OF WASHINGTON CITY OF PORT TOWNSEND LOCAL IMPROVEMENT DISTRICT NO. 1 BOND ANTICIPATION NOTE, 1992 MATURITY DATE: April 15, 1992 Port Townsend, Washington (the "City"), a municipal cor- poration organized and existing under and by virtue of the laws of the State of washington, hereby acknowledges itself indebted and for value received promises to pay to: , the Registered Owner hereof, or registered assigns, on the Maturity Date indicated above, the principal sum of DOLLARS together with interest thereon from the date hereof at a rate eqUal to 4.5% per annum, payable on maturity, or until such principal sum shall have been paid or payment duly provided for. Interest shall be calculated on the basis of a 360-day year with twelve 30-day months. This note is one of an authorized issue of notes of like date and tenor, except as to number and amount, in the aggregate principal amount of $405,000. Both principal of and interest on this note are payable solely from the proceeds of Local Improvement District No. 1 bonds or refunding bond anticipation notes to be issued by the City and from assessments and interest thereon levied in Local Improvement District No. 1 to pay the total costs and expenses of the improvements therein. Payment shall be made, out of the Local Improvement District No. 1 Fund of the City created by Ordinance No. 2097 of the City, to the Registered Owner or assigns upon presentation and surrender of this note at the principal office of the fiscal agency of the State of Washington in either Seattle, Washington, or New York, New York (collectively the "Note Registrar"). Reference is made to Ordinance No. of the City (the "Note Ordinance") for definitions of other defined terms used herein. The City has not reserved the right to call and redeem the notes of this issue prior to their scheduled maturity. -7- NMN551 92/02/25 ~.:< ~ e e The City has designated this note as a qualified tax-exempt obligation under Section 265(b) of the Internal Revenue Code of 1986. The City hereby covenants with the owner of this note that it will issue bonds of Local Improvement District No. 1 or refunding bond anticipation notes in an amount sufficient, with any prepayment of assessments, to pay the principal of and inter- est on this note when due and will thereupon redeem this note. This note is not a general obligation of the City and is not payable otherwise than as stated herein. The notes are interchangeable for notes of any denomination authorized by the Note Ordinance of an equal aggregate principal amount and of the same interest rate and maturity. This note is transferable only on the records maintained by the Note Registrar for that purpose upon the surrender of this note 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 note 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 Note Registrar may deem the person in whose name this note is registered to be the absolute owner hereof for the purpose of receiving payment of the principal of and interest on this note and for any and all other purposes whatsoever. The Note Registrar is not required to issue, register, transfer or exchange any of the notes 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. This note shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Note Ordinance until the Certificate of Authentication hereon shall have been manually signed by the Note Registrar or its duly authorized agent. It is hereby certified and declared that this note is issued pursuant to and in strict compliance with the Constitution and laws of the State of Washington and duly adopted ordinances of the City, and that all acts, conditions and things required to have happened, been done, and performed precedent to and in the issuance of this note have happened, been done, and performed. IN WITNESS WHEREOF, Port Townsend, Washington, has caused this note to be executed on behalf of the City by the manual or facsimile signature of the Mayor Pro Tem, to be attested by the - 8-- NMN551 92/02/25 ,t;(~ e e manual or facsimile signature of the City Clerk, and the official seal of the City to be impressed or imprinted hereon this day of , 1992. CITY OF PORT TOWNSEND, WASHINGTON By Mayor Pro Tem ATTEST Clerk of the Council (S E A L) CERTIFICATE OF AUTHENTICATION Date of Authentication: This note is one of the notes described in the wi thin mentioned Note Ordinance and is one of the Local Improvement District No. 1 Bond Anticipation Notes, 1992 of the City of Port Townsend, Washington, dated February __, 1992. WASHINGTON STATE FISCAL AGENCY, Note Registrar By Authorized Signer Section 7. Execution of the Notes. The Notes shall be signed on behalf of the City by the manual or facsimile signature of the Mayor or the Mayor Pro Tem, shall be attested by the manual or facsimile signature of the Clerk of the City, and shall have the official seal of the City impressed or imprinted thereon. -9- NMN551 92/02/25 ~.;( óCr " e e Only such Notes as shall bear thereon a Certificate of Authentication in the form hereinbefore recited, manually executed by the Note Registrar or its designated agent, shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance. Such Certificate of Authentication shall be conclusive evidence that the Notes so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this ordinance. In case either of the officers of the City who shall have executed the Notes shall cease to be such officer or officers of the City before the Notes so signed shall have been authenticated or delivered by the Note Registrar, or issued by the City, such Notes may nevertheless be authenticated, delivered and issued and upon such authentication, delivery and issuance, shall be as binding upon the City as though those who signed the same had continued to be such officers of the City. Any Note may also be signed and attested on behalf of the City by such persons as at the actual date of execution of such Note shall be the proper officers of the City although at the original date of such Note any such person shall not have been such officer. Section 8. Note Registrar. The Note Registrar shall keep, or cause to be kept, at its principal corporate trust office, sufficient records for the registration and transfer of the Notes that shall at all times be open to inspection by the City. The Note Registrar is authorized, on behalf of the City, to authenti- -10- NMN551 92/02/25 ,(,( ile . . e e . . cate and deliver Notes transferred or exchanged in accordance with the provisions of such Notes and this ordinance and to carry out all of the Note Registrar's powers and duties under this ordinance. The Note Registrar shall be responsible for its representa- tions contained in the Certificate of Authentication on the Notes. The Note Registrar may become the owner of Notes with the same rights it would have if it were not the Note 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 Notes. Section 9. Application of Proceeds of Sale of the Notes. The principal proceeds of the sale of the Notes shall be paid to the City and deposited into the appropriate fund or funds and applied to repay the interfund loans that were made to pay the costs of the Improvements and the costs of issuing the Notes. Section 10. Sale of the Notes. The City hereby accepts the offer of Seattle-Northwest Securities Corporation, dated February 25, 1992, to purchase the Notes in accordance with the terms contained in this ordinance and said offer. The appropriate City officials are hereby authorized and directed to do everything necessary for the prompt issuance, execution and delivery of the Notes and for the proper applica- tion and use of the proceeds thereof. -11- NMN551 92/02/25 ,;2. ;;, !fp e . . . Section 11. Lost or Destroyed Notes. In case the Notes authorized by this ordinance shall be lost, stolen or destroyed, the City may execute and the Note Registrar may deliver a new note of like amount, date, and tenor to the holder thereof upon the holder paying the expenses and charges of the City and the Note Registrar in connection therewith, and upon filing with the Note Registrar evidence satisfactory to the Note Registrar that the note was actually lost, stolen or destroyed, and upon furnishing the City with indemnity satisfactory to the City. Section 12. Notes Not Arbitrage Bonds: Not Private Activity Bonds. The City covenants and agrees that throughout the term of the Notes no part of the proceeds of the Notes or any other moneys or obligations held under this ordinance shall at any time be used for any purpose or invested in such a manner, nor shall the City take any other action, that would cause the Notes to be (i) "arbitrage bonds" under the Internal Revenue Code of 1986, as amended, and applicable regulations (the "Code") or (ii) "private activity bonds" under the Code. The City hereby designates the Notes as "qualified tax- exempt obligations" under Section 265 (b) of the Code. The City does not expect to issue tax-exempt obligations in an aggregate principal amount in excess of ten million dollars during calendar year 1992. Section 13. Severability. If anyone or more of the cove- nants or agreements provided in this ordinance to be performed on -12- NMN551 92/02/25 ;l.). íJfe. " ..I o e . 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 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 the Notes. Section 14. Prior Acts. Any act taken pursuant to the authority of this ordinance but prior to its effective date is hereby ratified and confirmed. Section 15. Effective Date. This ordinance shall become effective five days after its adoption and publication as required by law. PASSED by the City Council this 25th day of February, 1992. CITY OF PORT TOWNSEND, WASHINGTON B~~~ Y r Pr Tem ATrL~ City Clerk -13- NMN551 92/02/25 .;l.;( ¥1f ) . .. . . ~ . CERTIFICATE OF CLERK I DO HEREBY CERTIFY that I am the duly chosen, qualified and acting City Clerk of the City Council (the "Council") of Port Townsend, Washington (the "City"), and keeper of the records of the City; and I HEREBY CERTIFY: 1. That the attached ordinance is a true and correct copy of Ordinance No..z2.~ of the City (the "Ordinance"), as finally adopted at a regular meeting of the Council held on the 25th day of February, 1992, 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 was present throughout the meeting and a legally suffi- cient number of members of the Council voted in the proper manner for the adoption of the Ordinance; that all other requirements and proceedings incident to the proper adoption of the Ordinance have been duly fulfilled, carried out and otherwise observed, and that I am authorized to execute this certificate. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City this 25th day of February, 1992. M~ City Clerk (SEAL) ILf ,{~0e