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HomeMy WebLinkAbout2554ORDINANCE NO. 2554 AN ORDINANCE of the City Council of Port Angeles, Washington, authorizing the issuance and sale of Local Improvement District No. 211 Bond Antici- pation Notes in the principal amount of $750,000 for the purpose of paying the costs of constructing local improvements in Local Improvement District No. 211; providing the form, terms, conditions and covenants of said notes; providing for the sale thereof; and providing for the disposition of the proceeds of the sale. WHEREAS, the City Council of the City of Port Angeles, Washington (the "City "), by Ordinance No. 2522, passed on March 7 1989, created Local Improvement District No. 211 (the "District "), created a special fund of the City (the "LID Fund "), and provided for the issuance of 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 repay the interfund loans that were 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 $750,000 pending the issuance and sale of local improvement district bonds of the City; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PORT ANGELES, WASHINGTON, AS FOLLOWS: Section 1. Definitions. As used in this ordinance the following terms shall have the following meanings, unless a different meaning clearly appears from the context: (a) "Bonds" means the Local Improvement District No. 211 Bonds to be issued to pay and redeem the Notes or any refunding note or notes. (b) "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. (c) "Council" means the general legislative authority of the City as the same shall be duly and regularly constituted from time to time. (d) "District" means Local Improvement District No. 211 of the City. (e) "Improvements" means the improvements made and to be made within the District as described in Ordinance No. 2522. (f) "LID Fund" means the Local Improvement District No. 211 Fund created by Ordinance No. 2522 of the City. (g) "Notes" means the Local Improvement District No. 211 Bond Anticipation Notes issued pursuant to and for the purposes provided in this ordinance. Section 2. Authorization of the Bonds. After completing construction of all Improvements, the City shall issue Bonds in such form and with such terms, conditions, covenants, dates, interest rates, maturities and other details as shall hereafter be determined by ordinance. The proceeds of the Bonds to be issued for the Improvements shall be paid into the LID 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 repaying the interfund loans that were made to finance the costs of the Improvements, issue short -term obligations in the principal amount of $750,000, which amount is not estimated to be -2- NMN224 89/12/12 in excess of the costs and expenses of the Improvements to be paid from special assessments to be levied on properties within the District and incurred prior to the confirmation of the assessment roll of the District. Said short -term obligations shall be designated the "City of Port Angeles, Washington, Local Improvement District No. 211 Bond Anticipation Notes," shall be dated the date of their delivery and shall be in bearer form. The Notes shall be in the denomination of $5,000 or any integral multiple thereof, shall mature on September 1, 1990, and shall bear interest at a rate of 6.25 % per annum, calculated on the basis of a 360 -day year with twelve 30 -day months and payable upon maturity. 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 Fund of the City heretofore created for such payment in full. Both the principal of and interest on the Notes shall be payable in lawful money of the United States of America at the office of the fiscal agent of the State of Washington in Seattle, Washington, and shall be obligations only of the LID Fund. Section 4. Redemption of the Notes. Both the principal of and interest on the Notes are payable solely from the proceeds of 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 holder(s) of the Notes that it will issue the Bonds, refunding bond antici- pation notes, or a combination of the foregoing in an amount sufficient, with any prepayments of assessments, to pay when due the principal of and interest on the Notes and will thereupon -3- NMN224 89/12/12 redeem the Notes. The Notes are not a general obligation of the City and are not payable otherwise than as stated herein. Section 5. Right of Prior Redemption. The City does not reserve the right to call and redeem the Notes prior to their stated maturity. Section 6. 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 LOCAL IMPROVEMENT DISTRICT NO. 211 BOND ANTICIPATION NOTE The City of Port Angeles, Washington (the "City "), a munici- pal corporation 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 bearer, on the 1st day of September, 1990, the principal sum of DOLLARS together with interest thereon from the date hereof at a rate equal to 6.25% per annum, payable on maturity, or on the date of prepayment, 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. Both principal of and interest on this note are payable solely from the proceeds of Local Improvement District No. 211 bonds or refunding bond anticipation notes to be issued by the City, or from assessments and interest thereon levied in Local Improvement District No. 211 to pay the total costs and expenses of the improvements therein, or from the Local Improvement Guar- anty Fund of the City. Payment shall be made to the holder hereof at the office of the fiscal agent of the State of Washington in Seattle, Washington, out of the Local Improvement District No. 211 Fund of the City created by Ordinance No. 2522 of the City. Reference is made to Ordinance No. 2554 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. The City has designated this note as a qualified tax - exempt obligation under Section 265(b) of the Internal Revenue Code of 1986. -4- NMN224 89/12/12 The City hereby covenants with the holder of this note that it will issue bonds of Local Improvement District No. 211 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. 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 Angeles, Washington, has caused this note to be executed on behalf of the City by its Mayor, to be attested by the City Clerk and the official seal of the City to be impressed hereon this /9 day of December, 1989. ATTEST: CITY OF PORT ANGELES, WASHINGTON By (I Iik_ Mayor y Clerk (6 E A L) Section 7, Execution of the Notes. The Notes shall be signed on behalf of the City by the facsimile or manual signature of the Mayor, shall be attested by the manual or facsimile signa- ture of the City Clerk, and shall have the official seal of the City impressed thereon. Section 8. 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 LID Fund and applied to paying the costs of the Improvements and costs of issuing the Notes. Section 9. Sale of the Notes. The sale of the Notes to Piper, Jaffray & Hopwood Incorporated of Seattle, Washington is hereby authorized and approved. The appropriate City officials are hereby authorized and directed to do everything necessary for -5- NMN224 89/12/12 the prompt issuance, execution and delivery of the Notes and for the proper application and use of the proceeds thereof. Section 10. Lost or Destroyed Notes. In case the Notes authorized by this resolution shall be lost, stolen or destroyed, the City may execute and the Finance Director of the City may deliver a new note of like amount, date, 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 Finance Director of the City evidence satisfactory to said Finance Director that the note was actually lost, stolen or destroyed and of his ownership thereof, and upon furnishing the City with indemnity satisfactory to the Finance Director. Section 11. Notes Not Arbitrage Bonds; Not Private Activity Bonds; Special Designation. 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, which would cause the Notes to be (i) "arbitrage bonds" under the Internal Revenue Code of 1986 (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 $10 million during 1989. Section 12. 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 -6- NMN224 89/12/12 ordinance and shall in no way affect the validity of the other provisions of this ordinance or of the Notes. Section 13. Prior Acts. Any act taken pursuant to the authority of this ordinance but prior to its effective date is hereby ratified and confirmed. Section 14. Effective Date. This ordinance shall become effective five days from its passage and publication. PASSED by the City Council this 19th day of December, 1989. CITY OF PORT ANGELES, WASHINGTON By nhliL Mayor -7- NMN224 89/12/12 CERTIFICATE OF CLERK I DO HEREBY CERTIFY that I am the duly chosen, qualified and acting Clerk of the City Council (the "Council") of Port Angeles, 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. 2554 of the City (the "Ordinance "), as finally passed at a regular meeting of the Council held on the 19th day of December, 1989 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 passage of the Ordinance; that all other requirements and proceedings incident to the proper passage 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 (SEAL) 20th day of December, 1989. City Clerk NMN224 89/12/12 BOND PURCHASE AGREEMENT RELATING TO $750,000 City of Port Angeles, Washington Local Improvement District No, 211 Bond Anticipation Notes City Council Port Angeles City Hall 321 Fast 5th Port Angeles, Washington Ladies & Gentlemen: Piper, Jaffrey & Hopwood Incorporated (the "Purchaser ") offers to purchase from Port Angeles, Washington, (the "Seller ") all the aforementioned notes (the "Notes "), with delivery and payment at our office in Seattle, Washington, based upon the covenants, representations and warranties set forth below. Appendix A, which is incorporated into this Purchase Contract by reference, contains a brief description of the Notes, the manner of their issuance, the purchase price to be paid, and the date of delivery and payment (the "Closing "). Prior to the Closing, the Seller will approve an Official Statement, and will adopt a Note Ordinance (the "Note Ordinance ") satisfactory in form and substance to the Purchaser. The Purchaser is authorized by the Seller to use these documents and the information contained in them in connection with the public offering and sale of the Bonds. 2. You represent and covenant to the Purchaser that: (a) You have and will have at the Closing the power and authority to enter into and perform this Purchase Contract, to adopt the Note Ordinance and to deliver and sell the Notes to the Purchaser. (b) This Purchase Contract and the Notes do not and will not conflict with or create a breach or default under any existing law, regulation, order or agreement to which the Seller is subject, (c) No governmental approval or authorization other than the Note Ordinance is required in connection with the sale of the Notes to the Purchaser, (d) This Purchase Contract and the Notes (when paid for by the Purchaser) are and shall be at the time of Closing legal, valid, and binding obligations of the Seller enforceable in accordance with their terms, subject only to applicable bankruptcy, insolvency or other similar laws generally affecting creditors' rights, and, '89 12/19 10!11 (c) a 206 223 5823 PIPER JGFFRFY 03 The Final Official Statement is or shall be accurate and complete in all material respects as of the date issued and as of the Closing with respect to information obtained from or utilized by officers and employees of the Seller in the normal course of their duties, and with respect to information not so obtained or utilized, such Official Statements are or shall be accurate and complete in all material respects as of such dates to the knowledge and belief of such officers and employees, after due review. 3. (a) From the time of the Seller's acceptance of this Purchase Contract to the date of Closing, there shall not have been any: (i) material adverse change in the financial condition or general affairs of Seller; (ii) event, court decision, proposed law or rule which may have the effect of changing the federal income tax incident to the Notes or the contemplated transactions; or (iii) international or national crisis, suspension of stock exchange trading or banking moratorium materially affecting, in Purchaser's opinion, the market price of the Notes. (b) At the Closing, the Seller will deliver or makc available to the Purchaser: (i) The Notes, in definitive form, duly executed and bearing proper CUSIP numbers; (ii) The unqualified approving opinion of Bond Counsel ( "Bond Counsel "), satisfactory to the Purchaser dated the Closing Date, relating to the legality and tax exempt status of the Notes and an opinion of Bond Counsel confirming the enforceability of this Purchase Contract. (iii) Such additional certificates, instruments and other documents (including, without limitation, those set forth in Appendix A) as the Purchaser may deem necessary with respect to the issuance and sale of the Notes, all in form and substance satisfactory to the Purchaser. 4. From the proceeds of the Notes shall be paid the cost of preparing, printing, and executing the Notes, the fees and disbursements of Bond Counsel and miscellaneous Seller expenses, and the Purchaser will pay all other costs incurred by the Purchaser in connection with the offering and distribution of the Notes. 5. This Purchase Contract is intended to benefit only the parties hereto, and the Seller's representations and warranties shall survive any investigation made by or for the Purchaser, delivery and payment for the Notes, and the termination of this Purchase Contract. Should the Purchaser fail (uther than for circumstances beyond its control or for reasons permitted in this Purchase Contract) to pay for the Notes at Closing, any expenses incurred shall be borne in accordance with Section 4. Should the Seller fail to satisfy any of the foregoint; conditions or covenants, or if the Purchaser's obligations are terminated for any reason Permitted under the Purchase Contract, then neither Purchaser or Seller shall have any further obligations under the Purchase Contract, except that any expenses incurred shall be borne in accordance with Section 4. 6. This offer expires on the date set forth in Appendix A. ACCEPTED BY: S iJv Council. City of Port Angeles. Washington This 19tYjdayof December ., 1989 HY: nIi Very truly yours, PIPER, JAFFRAY & HOPWOOD Managing Directo APPENDIX A DESCRIPTION OF NOTES a. Purchase Price: $99.40 per $100 par amount, or 99.40% plus accrued interest from December I, 1989. h. Denomination: $5,000 or integral multiples thereof. c. Form: Bearer notes. d. Interest Pavable: At maturity. c. Maturity Schedule: Notes shall mature on September 1, 1990. Interest Rates: The Notes shall bear interest in accordance with the following schedule: Maturity 09/1/90 Amount $ 750,000 g. Redemption: The Notes are not redeemable prior to maturity. h. Closing Date: On or about December 28, 1989, i. Miscellaneous: (1) Bond Counsel: Preston, Thorgrimson, Ellis & Holman (2) Offer Expires: December 19, 1989. Interest Rate 6,25% Notice is hereby given that the City Council of Port Angeles adopted Ordinance No.2554 on December 19, 1989 authorizing the issuance of $750,000 of bond anticipation notes to repay the interfund loan that was made to pay for improvements in local improvements district no. 211. The ordinance provides the form, terms, and covenants of the notes, authorizes the issuance of bonds to repay the notes, and approves the sale of the notes to Piper, Jaffray & Hopwood of Seattle. Ordinance No. 2554 is available for review at City Hall, 321 East 5th, and will be mailed upon request to the City Clerk at 457- 0411. This ordinance shall take effect 5 days after publication. Michelle M. Maike City Clerk Publish: December 21, 1989 MEMORANDUM December 15, 1989 TO: Manager Flodstrom, Mayor McPhee, Council Members FROM: Administrative Services Department RE: Interim Financing for LID #211 ISSUE Should the Council adopt the attached ordinance authorizing interim financing for LID #211? BACKGROUND /ANALYSIS The City is currently involved in construction improvements for LID #211 - DelGuzzi Drive. The preliminairy assessment roll for the district is $753,000. Construction has been halted for the year. Assessments will not be levied until late next year. The amount of the project exceeds the City's capability to provide interim financing internally. The attached ordinance authorizes the issuance of Bond Anticipation Notes, in essence a short -term loan. All borrowing costs will be paid by the property owners in the district. In addition, the Council needs to approve the purchase contract so that we may proceed to closing on December 28th. A draft copy is attached. I will provide any changes prior to the Council meeting. RECOMMENDATION We recommend that the Council adopt the attached ordinance authorizing the issuance of Bond Anticipation Notes on LID #211, and authorize publication by summary. We also recommend that Council approve the purchase contract. -..red •y: 4iir RrDua tr olfe, Director RDW:CH Attachments cc: Bill James, Financial Svcs. Mgr.