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HomeMy WebLinkAbout2422ORDINANCE NO. 2l-I zz AN ORDINANCE of the City Council of the City of Port Angeles, Washington, authorizing the purchase of property, authorizing the issuance and sale of limited tax general obligation bond anticipation notes of the City in the aggregate principal amount of $150,000 for the purpose of providing funds to purchase such property authorizing the issuance of limited tax general obligation bonds to pay and redeem such notes; providing the form, terms and covenants of the notes to be issued; creating a bond redemption fund and a note redemption account therein; creating an acquisition fund; and accepting an offer to purchase said notes from Boettcher & Company, Inc. WHEREAS, Chapter 35A.11 RCW authorizes the City of Port Angeles, Washington (the "City ") to purchase property for its corporate uses; and to issue its general obligation bonds for the purpose of providing all or part of the costs thereof; and WHEREAS, it is deemed necessary and advisable by the City Council of the City, that the City purchase certain property adjacent to the new city government complex for its lawful corporate uses; and WHEREAS, the City is authorized by Chapter 39.50 RCW to issue short term obligations in anticipation of the sale of limited tax general obligation bonds; and WHEREAS, in order to provide funds to pay part of the cost of such property acquisition it is deemed necessary and advisable that the City authorize the issuance of notes and bonds therefor and to issue and sell its limited tax general obligation bond anticipation notes in the aggregate principal amount of $150,000; and WHEREAS, the City has received a written offer from Boettcher & Co., Inc., Seattle, Washington, to purchase such notes in the aggregate principal amount of $150,000; and WHEREAS, it is hereby deemed necessary and advisable that said notes be sold at private sale to Boettcher & Co., Inc. and issued as provided in this ordinance; NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF PORT ANGELES, WASHINGTON, as follows: Section 1. Definitions. As used in this ordinance, the following words shall have the following meanings: (a) "Acquisition Fund" means the "Property Acquisition Fund" created by Section 6 of the Ordinance. (b) "Bonds" means the limited tax general obligation bonds authorized by Section 3 of this Ordinance to be issued to pay and redeem the Notes. (c) "Bond Redemption Fund" means the "Bond Redemption Fund" created by Section 7 of the Ordinance. (d) "Bond Register" means the books or records maintained by the Bond Registrar containing the name and mailing address of the owner of each Note or nominee of such owner and the principal amount and number of Notes held by each owner or nominee. (e) "Bond Registrar" means the fiscal agencies of the State of Washington, currently Seattle -First National Bank, Seattle, Washington, and J. Henry Schroder Bank & Trust Company, New York, New York, or any fiscal agent of the State of Washington that may hereafter be designated as successor to such banks. (f) "City" means the City of Port Angeles, Washington, a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of Washington. (g) "Council" means the Council of the City as the same shall be duly and regularly constituted from time to time. (h) "Notes" means the "City of Port Angeles Limited Tax General Obligation Notes, 1986" in the aggregate principal amount -2- JG167 86/12/01 of $150,000, to be issued pursuant to this Ordinance to pay part of the costs of the Project. (i) "Note Redemption Account" means the 1986 Note Redemption Account created in the Bond Redemption Fund by Section 7 of this Ordinance. (j) "Ordinance" means this Ordinance No. 2y22 of the City, passed by the City Council, December 2, 1986. (k) "Project" means the acquisition of certain property for corporate purposes of the City, as authorized by Section 2 of the Ordinance. (1) "Refunding Notes" means any renewal or extension of the Notes or any substitute bond anticipation notes issued to refund the Notes. Section 2. Authorization of the Project. The City hereby authorizes and orders to be carried out, the acquisition of certain property adjacent to the new City Hall project to be used for lawful corporate purposes. Costs of acquisition of such property, including all equip- ment, accessories, appurtenances, landscaping, and other related facilities therefor, costs of architectural, engineering, design, administrative, appraisal, legal and financial services incident thereto and to the issuance of the Notes shall be paid from the proceeds of the Notes. If supplemental or matching funds from federal, state, or local public sources or private sources become available to pay a portion of the costs of the Project, the Council may apply such funds to the cost of the Project or to acquire other property for lawful corporate purposes or to retire the Bonds. Details of the foregoing plan may be modified where deemed advisable or necessary in the judgment of the Council, and imple- mentation or completion of any specified portion of the Project -3- JG167 86/12/01 shall not be required if the Council determines that it has become inadvisable or impractical. Section 3. Authorization of the Bonds. The Council hereby ratifies and confirms that the City shall issue and sell its limited tax general obligation bonds (the "Bonds ") in such amounts and at such time or times as the Council may determine to be in the best interest of the City and its inhabitants. The Bonds shall be issued in an amount sufficient, together with any other funds legally available, to pay principal of and interest on the Notes, at their maturity. The Bonds to be issued shall be in such denomination(s) and form; shall be dated, and bear interest at such rate or rates; shall be payable at such place or places; and shall have such option of payment prior to maturity as shall be determined by the Council. Section 4. Authorization of the Notes. The City shall issue the Notes in an aggregate principal amount of $150,000 to provide the funds necessary to pay part of the costs of the Project. The Notes shall be short -term, general obligations of the City; shall be designated the "City of Port Angeles, Washington, Limited Tax General Obligation Bond Anticipation Notes, 1986;" shall be dated December 1, 1986; shall be issued in fully registered form; shall be numbered separately and in such manner and with any additional designations as the Bond Registrar deems necessary for purposes of identification and control; shall be in the denomination of $5,000 each or any integral multiple thereof provided that no Bond shall represent more than one maturity; shall bear interest from their date until the Bonds have been paid or their payment duly provided for, at the per annum rate of 5.20 %, computed on the basis of a 30 -day month, 360 -day year, payable on June 1, 1987 and semiannually thereafter on the first -4- JG167 86/12/01 day of each December and June, and shall mature on the December 1, 1989. The City hereby specifies and adopts the system of registra- tion for the Notes approved by the State Finance Committee, and the fiscal agencies of the State of Washington in the cities of Seattle, Washington, and New York, New York, shall act as authen- ticating trustee, transfer agent, paying agent and registrar for the Notes (collectively, the "Bond Registrar "). Both principal of and interest on the Notes shall be payable in lawful money of the United States of America. Interest on the Notes shall be paid by check or draft of the Bond Registrar mailed (on the date such interest is due) to the registered owners or nominees at the addresses appearing on the Bond Register on the fifteenth (15th) day of the month preceding each interest payment date. Principal of the Notes shall be payable upon presentation and surrender of the Notes to the Bond Registrar by the registered owners or nominees at the principal offices of either of the fiscal agencies of the State of Washington in the cities of Seattle, Washington, or New York, New York. The Notes may be transferred only on the Bond Register maintained by the Bond Registrar for that purpose upon the sur- render 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 note 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 each Note is registered to be the absolute owner thereof for the purpose of receiving payment of the prin- cipal of and interest on such Note and for any and all other purposes whatsoever. -5- JG167 86/12/01 Upon surrender thereof to the Bond Registrar, the Notes are interchangeable for Notes in any authorized denomination of an equal aggregate principal amount and of the same interest rates and maturities. Section 5. No Right of Prior Redemption. The City has not reserved the right to redeem the Notes prior to their maturity. Section 6. Acquisition Fund. There is hereby established a special fund of the City to be known as the "Property Acquisition Fund" (the "Acquisition Fund "). The proceeds of sale of the Notes (other than accrued interest) shall be deposited in the Acquisition Fund and shall be applied and used solely for the costs of the Project and all costs incident thereto. Any interest or profit received from the investment of such proceeds or monies shall be deposited in the Acquisition Fund as received and shall be applied and used solely for the Project including all costs incident thereto. Section 7. Bond Redemption Fund and Note Redemption Account. There is hereby established a special fund of the City to be known as the Bond Redemption Fund (the "Bond Redemption Fund ") and there is hereby established a special account within the Bond Redemption Fund to be known as the Note Redemption Account. The Note Redemption Account shall be drawn upon for the sole purpose of paying the principal of and interest on the Notes. Moneys in the Note Redemption Account not needed to pay the interest or principal next coming due may temporarily be deposited in such institutions or invested in such obligations as may be lawful for the investment of City moneys. Any interest or profit from the investment of such moneys shall be deposited in the Acquisition Fund. All investment income or earnings shall remain in the Acquisition Fund and be used to pay the costs of the Project. -6- JG167 86/12/01 Section 8. Application of Note Proceeds. Upon the issuance of the Notes, the proceeds of sale of the Notes shall be deposited into the Acquisition Fund and shall be applied to the payment of the costs of the Project and all costs incidental thereto, including the costs of issuance of the Notes. If any Note proceeds shall remain after the completion of the Project and the payment of all costs incidental thereto and to the issuance of the Notes, the City shall apply any such proceeds to any other public purposes as shall be determined by the Council by ordinance, or to the payment of principal of and interest on the Notes as the Council by ordinance shall determine. Section 9. Payment of the Notes. The City covenants that for so long as any of the Notes are outstanding it will include in its budget and make annual levies of ad valorem taxes, within and as a part of the tax levy permitted to cities without a vote of the people, upon all the taxable property within the City subject to taxation, in amounts which, with other monies legally available therefor, will be sufficient to pay the principal of and interest on the Notes 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 for the prompt payment of such principal and interest as the same shall become due. Section 10. Form of the Notes. The Notes shall be in sub- stantially the following form: UNITED STATES OF AMERICA NO. $ STATE OF WASHINGTON CITY OF PORT ANGELES LIMITED TAX GENERAL OBLIGATION BOND ANTICIPATION NOTE, 1986 INTEREST RATE: MATURITY DATE: CUSIP NO: -7- JG167 86/12/01 SEE REVERSE SIDE FOR CERTAIN DEFINITIONS REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Port Angeles, Washington, a municipal corporation organized and existing under and by virtue of the Constitution and laws 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, together with interest on such Principal Amount from the date hereof or the most recent date to which interest has been paid or duly provided for at the Interest Rate set forth above payable June 1, 1987, and semiannually thereafter on each June 1 and December 1 until payment of the principal sum has been made or duly provided for. Both principal of and interest on this note are payable in lawful money of the United States of America. Interest on this note is payable by check or draft of the Bond Registrar mailed (on the date such interest is due) to the Registered Owner hereof at the address appearing on the records maintained by the Bond Registrar as of the fifteenth (15th) day of the month preceding the interest payment date. Principal shall be paid to the registered owner hereof upon presentation and sur- render of this note at the principal offices of either of the fiscal agencies of the State of Washington in Seattle, Washington or New York, New York (collectively, the "Bond Registrar "). Reference is hereby made to additional provisions of this note 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. Reference also is made to the Note Ordinance (hereinafter defined) as more fully describing the covenants with and the rights of registered owners of the notes or registered assigns and the meanings of capitalized terms appearing on the notes which are defined in such ordinance. This note shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Note Ordinance (as hereinafter defined) until the Certificate of Authentication hereon shall have been manually signed by the Bond Registrar. The City hereby irrevocably covenants and agrees to issue, on or before the maturity date additional bond anticipation notes or limited tax general obligation bonds in amounts sufficient to pay the principal amount of the Notes of this issue then outstanding together with interest to maturity. The City further covenants and agrees that it will include in its annual budget and levy taxes annually, within and as 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 all other moneys legally available therefor, to pay the principal of an interest on the note 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. -8- JG167 86/12/01 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 ordinances of the City, that all acts, conditions and things required to be done precedent to and in the issuance of this note and the notes of this issue have happened, been done and performed and that this note and the notes of this issue do not exceed any Constitutional or statutory limitations. IN WITNESS WHEREOF, the City of Port Angeles, Washington, has caused this note to be signed on behalf of the City with the facsimile signature of the Mayor, to be attested by the facsimile signature of the Clerk of the City, and a facsimile of the seal of the City to be reproduced or impressed hereon, as of this 1st day of December, 1986. CITY OF PORT ANGELES, WASHINGTON By Mayor ATTEST: Clerk of the City The Certificate of Authentication for the bonds shall be in substantially the following form and shall appear on the front of each Note: CERTIFICATE OF AUTHENTICATION Date of Authentication: This note is one of the notes described in the within - referenced Ordinance No. 2cJ7 7� of the City of Port Angeles, Washington, and is one of the Limited Tax General Obligation Bond Anticipation Notes, 1986, dated December 1, 1986, of such city. WASHINGTON STATE FISCAL AGENCY As Bond Registrar By Authorized Signature (Form of Registered Note - Reverse) ADDITIONAL NOTE PROVISIONS This note is one of an issue of limited tax general obliga- tion bonds of the City of like date and tenor, except as to -9- JG167 86/12/01 number, issued in the aggregate principal amount of $150,000 pursuant to Ordinance No. 2y Z Z of the City, passed December 2, 1986 (the "Note Ordinance "), to provide funds for the acquisition of property. The promise to issue additional notes or limited tax general obligation bonds and the pledge of tax levies for payment of principal of and interest on the bonds may be discharged prior to maturity of the notes by making provisions for the payment thereof on the terms and conditions set forth in the ordinance authorizing their issuance. The notes of this issue are issued in fully registered form in the denomination of $5,000 each or any integral multiple thereof. Upon surrender to the Bond Registrar, notes are inter- changeable for notes in any authorized denomination of an equal aggregate principal amount and of the same interest rate and maturity. This note is transferable only on the records main- tained by the Bond 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 prin- cipal amount, maturity and interest rate shall be issued to the transferee in exchange therefor. Such exchange or transfer shall be without cost to the registered owner or transferee. The City may deem the person in whose name this note is registered to be the absolute owner hereof for the purpose of receiving payment of the principal of and interest on the note and for any and all other purposes whatsoever. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER OF TRANSFEREE (Please print or typewrite name and address, including zip code of Transferee) the within note and all rights thereunder and does hereby irrevoc- ably constitute and appoint of , or its successor, as Agent to transfer said note on the books kept by the Bond Register for registration thereof, with full power of substitution in the premises. DATED: , 19 -10- JG167 86/12/01 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 note in every particular, without alteration or enlargement or any change whatever. Section 11. Execution of the Notes. The Notes shall be signed on behalf of the City by the facsimile signature of the Mayor, shall be attested by the facsimile signature of the City Clerk, and shall have the official corporate seal of the City impressed or imprinted thereon. Only such Notes 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 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 Bond 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 -11- JG167 86/12/01 officers of the City although at the original date of such Note any such personal 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 Notes which shall at all times be open to inspection by the City. The Bond Registrar is authorized, on behalf of the City, to authenti- 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 Bond Registrar's powers and duties under this ordinance. The Bond Registrar shall be responsible for its representa- tions contained in the Certificate of Authentication on the Notes. The Bond Registrar may become the owner of any Notes 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 Note owners. Section 13. Lost or Destroyed Notes. In case any Note secured by this ordinance shall be lost, stolen, or destroyed, the City may execute and the City Treasurer may deliver a new note or notes of like amount, date, number, and tenor to the holder thereof upon the holder's paying the expenses and charges of the City in connection therewith, and upon his filing with the City Treasurer evidence satisfactory to said Treasurer that such note or notes were actually lost, stolen, or destroyed and of his ownership thereof, and upon furnishing the City with indemnity satisfactory to the Treasurer. Section 14. Notes Not Arbitrage Bonds. The City covenants and agrees with the holders of the Notes that no part of the -12- JG167 86/12/01 proceeds of the Notes or any other funds of the City shall at any time be used directly or indirectly to acquire securities or obligations, the acquisition of which would cause any Note to become an "arbitrage bond" as defined in Section 148 of the Internal Revenue Code of 1986, as amended, and the applicable regulations promulgated thereunder, or to use or permit the use of the proceeds of the Notes in a manner which would cause any Note to become an "private activity bond" as defined in Section 141 of the Internal Revenue Code of 1986, as amended. Section 15. Defeasance. 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 Notes or a portion of the Notes 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 Note Redemption Fund for the payment of the principal of and interest on the Notes so provided for and such Notes 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 Notes shall be deemed not to be outstanding hereunder. Section 16. Sale of the Notes. The sale of the Notes to Boettcher & Co., Inc., Seattle, Washington, at a price of 99% of the principal amount of the Notes, and under the terms and conditions thereof as provided in the offer of said firm dated December 2, 1986 and in this ordinance is hereby in all respects authorized and approved. Upon the sale of the Notes, the appro- priate City officials, agents and representatives are hereby -13- JG167 86/12/01 authorized and directed to do everything necessary for the prompt issuance, execution and delivery of the Notes and for the proper use and application of the proceeds of the sale thereof as pro- vided in Section 8 of this ordinance. Section 17. Assessed Value and Existing Bonded Debt. The actual value of the taxable property within the City as ascer- tained by the last preceding assessment for City purposes is $572,265,579. The principal amount of the outstanding nonvoted general obligation indebtedness of the City adjusted to include the amount of the Notes is $2,520,000 as of December 2, 1986. The total amount of outstanding general obligation bonded indebtedness of the City, whether voted or nonvoted, including the principal amount of the Notes, as of December 2, 1986, is $4,015,000. Section 18. Severability. If any one or more of the cove- nants 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 cove- nants, 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 19. Ratification. Any act taken pursuant to the authority of this ordinance but prior to its effective date is hereby ratified and confirmed. Section 20. Effective Date. This ordinance shall take effect five days after the date of its passage and publication as provided by law. -14- JG167 86/12/01 PASSED by the City Council of the City of Port Angeles, Washington, at a regular meeting thereof held on the 2nd day of December, 1986. ATTEST: JZii City Clerk CITY OF PORT ANGELES, WASHINGTON By -15- JG167 86/12/01 CITY OF PORT ANGELES LIMITED TAX GENERAL OBLIGATION BOND ANTICIPATION NOTES, 1986 $150,000 AN ORDINANCE of the City Council of the City of Port Angeles, Washington, authorizing the purchase of property, authorizing the issuance and sale of limited tax general obligation bond anticipation notes of the City in the aggregate principal amount of $150,000 for the purpose of providing funds to purchase such property; authorizing the issuance of limited tax general obligation bonds to pay and redeem such notes; providing the form, terms and covenants of the notes to be issued; creating a bond redemption fund and a note redemption account therein; creating an acquisition fund; and accepting an offer to purchase said notes from Boettcher & Company, Inc. PASSED: December 2, 1986 Prepared by: PRESTON, THORGRIMSON, ELLIS & HOLMAN 5400 Columbia Seafirst Center 701 Fifth Avenue Seattle, Washington 98104 -7011 TABLE OF CONTENTS* Page Recitals 1 Section 1. Definitions 1 Section 2. Authorization of the Project 2 Section 3. Authorization of the Bonds 3 Section 4. Authorization of the Notes 4 Section 5. No Right of Prior Redemption 5 Section 6. Acquisition Fund 5 Section 7. Bond Redemption Fund and Note Redemption Account 5 Section 8. Application of Note Proceeds 6 Section 9. Payment of the Notes 6 Section 10. Form of the Notes 6 Section 11. Execution of the Notes 10 Section 12. Bond Registrar 11 Section 13. Lost or Destroyed Notes 11 Section 14. Notes Not Arbitrage Bonds 12 Section 15. Defeasance 12 Section 16. Sale of the Notes 12 Section 17. Assessed Value and Existing Bonded Debt 13 Section 18. Severability 13 Section 19. Ratification 13 Section 20. Effective Date 13 *This Table of Contents and the preceding cover page are not part of the ordinance. They are provided for convenience of the reader only.