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HomeMy WebLinkAbout2659CITY OF PORT ANGELES, WASHINGTON UNLIMITED TAX GENERAL OBLIGATION BONDS, 1991 $2,460,995 ORDINANCE NO. 2659 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PORT ANGELES, WASHINGTON, PROVIDING FOR THE ISSUANCE AND SALE OF UNLIMITED TAX GENERAL OBLIGATION BONDS OF THE CITY IN THE PRINCIPAL SUM OF $2,460,995 FOR THE PURPOSE OF PROVIDING FUNDS TO FINANCE THE CONSTRUCTION AND EQUIPPING OF A SENIOR SERVICES /COMMUNITY COMPLEX; PROVIDING THE DATE, FORM, TERMS AND MATURITIES OF SAID BONDS; PROVIDING FOR THE DISPOSITION OF THE PROCEEDS OF SALE OF THE BONDS; PROVIDING FOR THE ANNUAL LEVY OF TAXES TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS; AND PROVIDING FOR THE SALE THEREOF. PASSED: December 10, 1991 Prepared by: PRESTON THORGRIMSON SHIDLER GATES & ELLIS 5400 COLUMBIA SEAFIRST CENTER 701 FIFTH AVENUE SEATTLE, WASHINGTON 98104 -7011 ORDINANCE NO. 2659 AN ORDINANCE of the City Council of the City of Port Angeles, Washington, providing for the issuance and sale of unlimited tax general obligation bonds of the City in the principal sum of $2,460,995 for the purpose of providing funds to finance the construction and equipping of a Senior Services /Community Complex; providing the date, form, terms and maturities of said bonds; providing for the disposition of the proceeds of sale of the bonds; providing for the annual levy of taxes to pay the principal of and interest on the bonds; and providing for the sale thereof. WHEREAS, at an election held on November 5, 1991, the number and proportion of the qualified electors of the City of Port Angeles (the "City ") voted in favor of a proposition authorizing the issuance of general obligation bonds of the City in the aggregate principal amount of $2,460,995 to provide funds to construct and equip a Senior Services /Community Complex; and WHEREAS, in order to provide the funds required for the carrying out of such construction and equipping, the City now desires to authorize the issuance of unlimited tax levy general obligation bonds in the principal amount of $2,460,995; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PORT ANGELES, WASHINGTON, DO ORDAIN AS FOLLOWS: SECTION 1. Definitions. As used in this ordinance, the following words shall have the following meanings, unless a different meaning clearly appears from the context: CITY OF PORT ANGELES, WASHINGTON ORDINANCE NO. TABLE OF CONTENTS* Page Recitals 1 SECTION 1. Definitions 1 SECTION 2. Findings and Authorization of Improvements 3 SECTION 3. Authorization of Bonds 4 SECTION 4. Registration, Payment and Transfer 5 SECTION 5. Redemption 7 SECTION 6. Creation of Bond Fund and Provision for Tax Levy Payments 11 SECTION 7. Defeasance 12 SECTION 8. Arbitrage Covenant 13 SECTION 9. Bonds Are "Qualified Tax - Exempt Obligations" 13 SECTION 10. Lost or Destroyed Bonds 13 SECTION 11. Form of the Bonds 14 SECTION 12. Execution of the Bonds 20 SECTION 13. Application of Proceeds of Bonds 21 SECTION 14. Sale of the Bonds 22 SECTION 15. Payments under the Bond Insurance Policy 23 SECTION 16. Severability 26 SECTION 17. Effective Date 26 * Neither this Table of Contents nor the preceding cover page is a part of this ordinance. "Bond Fund" means the "City of Port Angeles Unlimited Tax General Obligation Bond Redemption Fund, 1991" created by Sec- tion 6 of this ordinance. "Bond Register" means the books or records maintained by the Bond Registrar for the registration and transfer of the Bonds containing the name and mailing address of the owner of each Bond or nominee of such owner and such other information as the Bond Registrar shall determine. "Bond Registrar" means the fiscal agency of the State of Washington, currently Seattle -First National Bank, Seattle, Washington, and The Bank of New York, New York, New York, and any fiscal agent of the State of Washington that may hereafter be designated as successor to such banks, designated herein as Bond Registrar to register and authenticate the Bonds, maintain the Bond Register, effect transfer of ownership of the Bonds and pay principal of and interest on the Bonds. "Bonds" means the $2,460,995 principal amount of the City of Port Angeles, Washington, Unlimited Tax General Obligation Bonds, 1991, issued pursuant to and for the purposes provided in Ordi- nance No. 2653 of the City. "City" means the City of Port Angeles, Washington, a munici- pal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of Washington. -2- NMNS05 91/12/05 "Construction Fund" means the "1991 Senior Services/ Community Complex Construction Fund" created by Section 13 of this ordinance. "Council" means the general legislative authority of the City as the same shall be duly and regularly constituted from time to time. "Insurer" means the Municipal Bond Investors Assurance Corporation. "Policy" means the municipal bond insurance policy issued by the Insurer securing the payment of the Bonds. SECTION 2. Findings and Authorization of Improvements. It is hereby found and declared that the public interest, welfare and benefit of the inhabitants of the City require that the City construct and equip a Senior Services /Community Complex providing facilities for a variety of senior services (including, but not limited to, recreational facilities and facilities for senior nutrition programs and other information and assistance programs) and facilities for other community activities (including, but not limited to, kitchen, meeting rooms, classrooms, multi - purpose room and other recreational facilities). Such improvements shall be complete with all necessary furniture, equipment, parking and appurtenances. The estimated cost of the above construction and all costs incidental thereto and to the issuance of the Bonds is hereby declared to be as nearly as practicable the sum of -3- NMN505 91/12/05 $2,460,995, which shall be provided from the proceeds of sale of the Bonds. SECTION 3. Authorization of Bonds. The City hereby autho- rizes the issuance and sale of the Bonds in the aggregate prin- cipal amount of $2,460,995 to provide financing of the cost of the construction and equipping of the improvements described in Section 2 hereof and all costs incidental thereto and to the issuance of the Bonds. The Bonds shall be general obligations of the City; shall be designated "City of Port Angeles, Washington, Unlimited Tax General Obligation Bonds, 1991 "; shall be dated December 1, 1991; shall be denomination of $5,000 or issued in fully registered form in the any integral multiple thereof, except for one Bond in the amount of $5,995, 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 at the rates set forth in the offer to purchase the Bonds that is attached to this ordinance, until the Bonds have been paid or their payment duly provided for, payable on June 1, 1992, and semiannually thereafter on the first day of each December and June and shall mature on December 1 of each year as follows: Maturity Year 1992 1993 1994 Principal Amount $ 70,995 70,000 75,000 -4- NMN505 91/12/05 1995 80,000 1996 85,000 1997 90,000 1998 95,000 1999 100,000 2000 105,000 2001 110,000 2002 115,000 2003 125,000 2004 130,000 2005 140,000 2006 150,000 2007 160,000 2011 760,000 Interest shall be computed on the basis of a 360 -day year con- sisting of twelve 30 -day months. SECTION 4. Registration, Payment and Transfer. The City hereby specifies and adopts the system of registration for the Bonds 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 authenticating trustee, transfer agent, paying agent and registrar for the Bonds (collectively, the "Bond Registrar "). The Bond Registrar shall keep, or cause to be kept, at its principal corporate trust office, sufficient records for the registration and transfer of the Bonds which shall at all times be open to inspection by the City. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver Bonds transferred or exchanged in accordance with the provisions of such Bonds and this ordinance and to carry out all of the Bond Registrar's powers and duties under this ordinance. -5- NMN505 91/12/05 The Bond Registrar shall be responsible for its representa- tions contained in the Certificate of Authentication on the Bonds. The Bond Registrar may become the owner of any Bonds with the same rights it would have if it were not the Bond Registrar, and to the extent permitted by law, may act as depository 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 bondowners. Both principal of and interest on the Bonds shall be payable in lawful money of the United States of America. Interest on the Bonds 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 day of the month preceding each interest payment date. Principal of the Bonds shall be payable upon presentation and surrender of the Bonds to the Bond Registrar by the registered owners or nominees at the principal offices of the Bond Registrar in the cities of Seattle, Washington, or New York, New York. The Bonds 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 Bond of like prin- cipal amount, maturity and interest rate shall be issued to the -6- NMN505 91/12/05 transferee in exchange therefor. Upon surrender thereof to the Bond Registrar, the Bonds are interchangeable for Bonds in any authorized denomination of an equal aggregate principal amount and of the same interest rates and maturities. Such transfer or exchange shall be without cost to the registered owner or transferee. The City may deem the person in whose name each Bond is registered to be the absolute owner thereof for the purpose of receiving payment of the principal of and interest on such Bonds and for any and all other purposes whatsoever. SECTION 5. Redemption. A. Optional Redemption. The City hereby reserves the right to redeem the outstanding Bonds on or after December 1, 2001, in whole at any time, or in part on any interest payment date (maturities to be selected by the City and by lot within a maturity in such manner as the Bond Registrar shall determine), at par plus accrued interest to the date of redemption. Portions of the principal amount of any Bond, in installments of $5,000 or any integral multiple of $5,000, may be redeemed in accordance with this section. If less than all of the principal amount of any Bond is redeemed, upon surrender of such Bond at the principal office of the Bond Registrar, there shall be issued to the registered owner, without charge therefor, for the then unredeemed balance of the principal amount thereof, a new Bond or Bonds, at the option of the registered owner, of -7- NMN505 91/12/05 like maturity and interest rate in any of the denominations authorized by this ordinance. B. Mandatory Redemption. If not optionally redeemed as provided above, the Bonds maturing on December 1, 2011, shall be redeemed prior to maturity by lot (or purchased or paid at maturity), not later than December 1 in the years 2008 through 2011, inclusive, from amounts credited to the Bond Fund as sinking fund installments therefor and in the principal amounts as set forth below by payment of the principal amount thereof, together with the interest accrued thereon to the date fixed for redemption. Year Amount 2008 $170,000 2009 185,000 2010 195,000 2011 210,000 C. Notice of Redemption. Notice of any such intended redemption shall be given not less than 30 nor more than 60 days prior to the date fixed for redemption by first class mail, postage prepaid, to the registered owner of any Bond to be redeemed at the address appearing on the Bond Register. The requirements of this section shall be deemed to be complied with when notice is mailed as herein provided, regardless of whether or not it is actually received by the owner of any Bond. Each official notice of redemption shall be dated and shall state: (i) the title of the Bonds to be redeemed, the redemption date, the place or places of redemption and the redemption price or -8- NMN505 91/12/05 redemption premium, if any, payable upon such redemption; (ii) if less than all the Bonds of a particular maturity are to be redeemed, the distinctive numbers of the Bonds to be redeemed; (iii) that the interest on the Bonds, or on the principal amount thereof to be redeemed, designated for redemption in such notice shall cease to accrue from and after such redemption date; and (iv) that on such date there will become due and payable on each such Bond the principal amount thereof to be redeemed and the interest accrued on such principal amount to the redemption date. If less than the entire principal amount of a Bond is to be redeemed, the notice of redemption shall also state the principal amount thereof to be redeemed and that such Bond must be sur- rendered to the Bond Registrar in exchange for the payment of the principal amount thereof to be redeemed and the issuance of a new Bond or Bonds equal in principal amount to that portion of the principal amount not to be redeemed of the Bond to be surrendered. In addition to the foregoing official notice, further notice shall be given as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above. 1. Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (i) the CUSIP numbers of all Bonds being -9- NMN505 91/12/05 redeemed; (ii) the date of issue of the Bonds as originally issued; (iii) the rate of interest borne by each Bond being redeemed; (iv) the maturity date of each Bond being redeemed; and (v) any other descriptive information needed to identify accu- rately the Bonds being redeemed. 2. Each further notice of redemption may be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service to Standard & Poor's Corporation or Moody's Investors Service in New York, New York, or their business successors, to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and to one or more national information services that disseminate notices of redemp- tion of obligations such as the Bonds. 3. Each such further notice shall be published one time in the Bond Buyer of New York, New York, or, if such publication is impractical or unlikely to reach a substantial number of the owners of the Bonds, in some other financial newspaper or journal that regularly carries notices of redemption of other obligations similar to the Bonds, such publication to be made at least 30 days prior to the date fixed for redemption. 4. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and -10- NMN505 91/12/05 maturity, the Bonds being redeemed with the proceeds of such check or other transfer. SECTION 6. Creation of Bond Fund and Provision for Tax Levy Payments. A special fund of the City known as the "City of Port Angeles Unlimited Tax General Obligation Bond Redemption Fund, 1991" (the "Bond Fund "), is hereby authorized and directed to be created in the office of the Finance Manager. The Bond Fund shall be drawn upon for the sole purpose of paying the principal of and interest on the Bonds. The City hereby irrevocably covenants and agrees, for as long as any of the Bonds are outstanding and unpaid, that each year it will include in its budget and levy an ad valorem tax, without limitation as to rate or amount, upon all the property within the City subject to taxation in an amount which will be sufficient, together with all other revenues and money of the City which may legally be used and which the City may apply for such purposes, to pay the principal of and interest on the Bonds as the same shall become due. All of such taxes and any of such other money so collected shall be paid into the Bond Fund. None of the money in the Bond Fund shall be used for any other purpose than the payment of the principal of and interest on the Bonds. Money in the Bond Fund not needed to pay the interest or principal next coming due may temporarily be deposited in such institutions or invested in such obligations as may be lawful for -11- NMN505 91/12/05 the investment of City money. Any interest or profit from the investment of such money shall be deposited in the Bond Fund. The City hereby irrevocably pledges that a sufficient portion of each annual levy to be levied and collected by the City prior to the full payment of the principal of and interest on the Bonds will be and is hereby irrevocably set aside, pledged and appropriated for the payment of the principal of and interest on the Bonds. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of said taxes and for the prompt payment of the principal of and interest on the Bonds as the same shall become due. SECTION 7. 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 Bonds or a portion of the Bonds 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 Bond Fund for the payment of the principal of and interest on the Bonds so provided for and such Bonds 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 -12- NMN505 91/12/05 pledged, and such Bonds shall be deemed not to be outstanding hereunder. SECTION 8. Arbitrage Covenant. The City hereby covenants and agrees with the owners of the Bonds for as long as any of the same remain outstanding that it will not make use of the proceeds of sale of the Bonds or any other funds or obligations of the City which may be deemed to be proceeds of the Bonds pursuant to Section 148 of the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder which, if such use had reasonably been expected on the date of delivery of the Bonds to the initial purchaser thereof, would have caused the Bonds to be "arbitrage bonds" within the meaning of said section and said regulations. The City will comply with the requirements of Section 148 of the Internal Revenue Code of 1986, as amended (or any successor provision thereof applicable to the Bonds) and the applicable regulations thereunder throughout the term of the Bonds. SECTION 9. Bonds Are "Qualified Tax - Exempt Obligations ". The City hereby designates the Bonds as "qualified tax - exempt obligations" as defined in Section 265(b) of the Internal Revenue Code of 1986. SECTION 10. Lost or Destroyed Bonds. In case the Bonds or any of them shall be lost, stolen or destroyed, the Bond Registrar may execute and deliver a new Bond or Bonds of like amount, date, and tenor to the registered owner thereof upon the -13- NMN505 91/12/05 owner paying the expenses and charges of the City and the Bond Registrar in connection therewith and upon his /her filing with the Finance Manager and the Bond Registrar evidence satisfactory to said Finance Manager and Bond Registrar that such Bond or Bonds were actually lost, stolen or destroyed and of his /her ownership thereof, and upon furnishing the City and Bond Registrar with indemnity satisfactory to the Finance Manager and Bond Registrar. SECTION 11. Form of the Bonds. The Bonds shall be in sub- stantially the following form: UNITED STATES OF AMERICA NO. $ STATE OF WASHINGTON CITY OF PORT ANGELES UNLIMITED TAX GENERAL OBLIGATION BOND, 1991 SEE REVERSE SIDE FOR ADDITIONAL PROVISIONS INTEREST RATE: MATURITY DATE: CUSIP NO: REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Port Angeles, Washington, a municipal corpora- tion organized and existing under and by virtue of the laws and Constitution 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 hereof or the most recent date to which interest has been paid or duly provided for at the Interest Rate set forth above -14- NMN505 91/12/05 payable June 1, 1992, and semiannually thereafter on each December 1 and June 1 until payment of the principal sum has been made or duly provided for. Both principal of and interest on this bond are payable in lawful money of the United States of America. Interest on this bond 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 day of the month preceding the interest payment date. Principal shall be paid to the registered owner hereof upon presentation and surrender of this bond at the principal offices of the fiscal agency 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 bond 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 Ordinance No. passed December 10, 1991 (the "Bond Ordinance ") as more fully describing the covenants with and the rights of registered owners of 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 become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the Certificate of Authentication hereon shall have been manually signed by the Bond Registrar. The City hereby irrevocably covenants and agrees with the owner of this bond that it will include in its annual budget and levy taxes annually, without limitation as to rate or amount, upon all the property subject to taxation in amounts sufficient, together with all 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. It is hereby certified and declared that this bond 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 bond and the bonds of this issue have happened, been done and performed, and that this bond and the bonds of this issue do not exceed any Constitutional or statutory limitations. -15- NMN505 91/12/05 IN WITNESS WHEREOF, the City of Port Angeles, Washington, has caused this bond 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, 1991. CITY OF PORT ANGELES, WASHINGTON By ATTEST: Mayor 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 Bond: CERTIFICATE OF AUTHENTICATION Date of Authentication: This bond is one of the bonds described in the within - referenced Ordinance No. of the City of Port Angeles, Washington, and is one of the Unlimited Tax General Obligation Bonds, 1991, dated December 1, 1991, of such City. WASHINGTON STATE FISCAL AGENCY As Bond Registrar By Authorized Officer ADDITIONAL BOND PROVISIONS This bond is one of an issue of unlimited 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 $2,460,995, issued pursuant to the Bond Ordinance, to provide financing for the construction and equipping of a Senior Services /Community Complex. -16- NMN505 91/12/05 The outstanding bonds of this issue are subject to redemption prior to their maturity on or after December 1, 2001, in whole at any time or in part on any interest payment date, maturities to be selected by the City and by lot within a maturity in such manner as the Bond Registrar shall determine, at par plus accrued interest to the date of redemption. Portions of the principal amount of any bond, in installments of $5,000 or any integral multiple of $5,000, may be redeemed in accordance with the foregoing paragraph. If less than all of the principal amount of any bond is redeemed, upon surrender of such bond at the principal office of the Bond Registrar, there shall be issued to the registered owner without charge therefor for the then unredeemed balance of the principal amount thereof, a new bond or bonds, at the option of the registered owner, of like maturity and interest rate in any of the denominations authorized by the Bond Ordinance. If not optionally redeemed as provided above, the bonds maturing on December 1, 2011, shall be redeemed prior to maturity by lot (or purchased or paid at maturity), not later than December 1 in the years 2008 through 2011, inclusive, from amounts credited to the Bond Fund as sinking fund installments therefor by payment of the principal amount thereof, together with the interest accrued thereon to the date fixed for redemption. Year 2008 2009 2010 2011 Amount $170,000 185,000 195,000 210,000 Notice of any such intended redemption shall be given not less than 30 nor more than 60 days prior to the date fixed for redemption by first class mail, postage prepaid, to the registered owner of any bond to be redeemed at the address appearing on the Bond Register. The requirements for such notice shall be deemed to be complied with when notice is mailed as herein provided, regardless of whether or not it is actually received by the owner of any bond. The interest on any bonds so called for redemption shall cease to accrue on the date fixed for redemption unless such bond or bonds so called are not redeemed upon presentation made pursuant to such call. The pledge of tax levies for payment of principal of and interest on the bonds may be discharged prior to maturity of the -17- NMN505 91/12/05 bonds by making provision for the payment thereof on the terms and conditions set forth in the Bond Ordinance. The bonds have been designated as "qualified tax - exempt obligations" for banks, thrift institutions and other financial institutions. The bonds of this issue are issued in fully registered form in the denomination of $5,000 each or any integral multiple thereof, provided that no bond shall represent more than one maturity. Upon surrender to the Bond Registrar, bonds are inter- changeable for bonds in any authorized denomination of an equal aggregate principal amount and of the same interest rate and maturity. This bond is transferable only on the records main- tained 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 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 bond is registered to be the absolute owner hereof for the purpose of receiving payment of the principal of and interest on this bond and for any and all other purposes whatsoever. STATEMENT OF INSURANCE The Municipal Bond Investors Assurance Corporation (the "Insurer ") has issued a policy containing the following provisions, such policy being on file at the principal office of either of the fiscal agencies of the State of Washington in the cities of Seattle, Washington, and New York, New York. The Insurer, in consideration of the payment of the premium and subject to the terms of the policy, hereby unconditionally and irrevocably guarantees to any owner, as hereinafter defined, of the bonds of this issue, the full and complete payment required to be made by or on behalf of the City to the Bond Registrar or its successor (the "Paying Agent ") of an amount equal to (i) the principal of (either at the stated maturity or by any advancement of maturity pursuant to a mandatory sinking fund payment) and interest on, the bonds of this issue as such payments shall become due but shall not be so paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption, other than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments guaranteed hereby shall be made in such amounts and at such times as such payments of principal would have been due had there not been any such acceleration; and -18- NMN505 91/12/05 (ii) the reimbursement of any such payment which is subsequently recovered from any owner pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence shall be referred to herein collectively as the "Insured Amounts." Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt of written notice by registered or certified mail, by the Insurer from the Paying Agent or any owner of a bond of this issue the payment of an Insured Amount for which is then due, that such required payment has not been made, the Insurer on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with Citibank, N.A., in New York, or its successor, sufficient for the payment of any such Insured Amounts which are then due. Upon presentment and surrender of such bonds or presentment of such other proof of ownership of the bonds, together with any appropriate instruments of assignment to evidence the assignment of the Insured Amounts due on the bonds as are paid by the Insurer, and appropriate instruments to effect the appointment of the Insurer as agent for such owners of the bonds in any legal proceeding related to payment of Insured Amounts on the bonds, such instruments being in a form satisfactory to Citibank, N.A., Citibank, N.A. shall disburse to such owners or the Paying Agent payment of the Insured Amounts due on such bonds, less any amount held by the Paying Agent for the payment of such Insured Amounts and legally available therefor. This policy does not insure against loss of any prepayment premium which may at any time be payable with respect to any bond. As used herein, the term "owner" shall mean the registered owner of any bond as indicated in the books maintained by the Paying Agent, the City, or any designee of the City for such purpose. The term owner shall not include the City or any party whose agreement with the City constitutes the underlying security for the bonds. Any service of process on the Insurer may be made to the Insurer at its offices located at 113 King Street, Armonk, New York 10504. -19- NMN505 91/12/05 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 bond and all rights thereunder and does hereby irrevocably constitute and appoint of , or its successor, as agent to transfer said bond on the books kept by the Bond Registrar for registration thereof, with full power of substitution in the premises. DATED: SIGNATURE GUARANTEED: NOTE: The signature of this Assignment must correspond with the name of the registered owner as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever. SECTION 12. Execution of the Bonds. The Bonds shall be signed on behalf of the City by the manual or facsimile signature of the Mayor, shall be attested by the manual or facsimile signa- ture of the City Clerk, and shall have a facsimile of the official corporate seal of the City impressed or imprinted thereon. -20- NMN505 91/12/05 Only such Bonds 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 Bonds 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 Bonds shall cease to be such officer or officers of the City before 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 upon such authentication, delivery and issuance shall be as binding upon the City as though those who signed the same had continued to be such officers of the City. Any Bond may also be signed and attested on behalf of the City by such persons as at the actual date of execution of such Bond shall be the proper officers of the City although at the original date of such Bond any such person shall not have been such officer. SECTION 13. Application of Proceeds of Bonds. There is hereby created a special fund of the City to be known as the "1991 Senior Services /Community Complex Construction Fund" (the "Construction Fund "). At the time of delivery of the Bonds, the proceeds of the Bonds shall be deposited as follows: -21- NMN505 91/12/05 (a) The accrued interest, if any, to the date of delivery shall be deposited in the Bond Fund and used to pay a portion of interest on the Bonds on June 1, 1992. (b) The remaining proceeds shall be deposited in the Construction Fund and used to pay costs of constructing and equipping the Senior Services /Community Complex as described in Section 2 hereof and all costs incidental thereto and to the issuance of the Bonds. Money remaining in the Construction Fund after all of such costs have been paid or reimbursed may be used to pay costs of other expenditures authorized by Ordinance No. 2653 or shall be deposited in the Bond Fund. Money in the Construction Fund may be invested as permitted by law. All interest earned and profits derived from such investments shall be retained in and become a part of the Construction Fund. SECTION 14. Sale of the Bonds. The offer of Piper Jaffray & Hopwood, Seattle, Washington pursuant to their proposal dated December 10, 1991 and upon the terms, conditions, covenants and price as set forth in said proposal and in this ordinance, is hereby approved, ratified and confirmed. The offer is attached hereto and incorporated herein by reference. The City officials, their agents and representatives are hereby authorized and directed to do everything necessary for the acquisition, construction and installation of the improvements provided for herein, and for the proper issuance, execution and -22- NMN505 91/12/05 delivery of the Bonds to the purchaser thereof, and for the proper use and application of the funds derived from such sale. SECTION 15. Payments under the Bond Insurance Policy. A. In the event that, on the second business day, and again on the business day, prior to the payment date on the Bonds, the Bond Registrar has not received sufficient money to pay all principal of and interest on the Bonds due on the second following or following, as the case may be, business day, the Bond Registrar shall immediately notify the Insurer or its designee on the same business day by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of the deficiency. B. If the deficiency is made up in whole or in part prior to or on the payment date, the Bond Registrar shall so notify the Insurer or its designee. C. In addition, if the Bond Registrar has notice that any Bondowner has been required to disgorge payments of principal or interest on the Bonds to a trustee in bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such Bondowner within the meaning of any applicable bankruptcy laws, then the Bond Registrar shall notify the Insurer or its designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail. -23- NMN505 91/12/05 D. The Bond Registrar is hereby irrevocably designated, appointed, directed and authorized to act as attorney -in -fact for owners of the Bonds as follows: 1. If and to the extent there is a deficiency in amounts required to pay interest on the Bonds, the Bond Registrar shall (a) execute and deliver to Citibank, N.A., or its successors under the Policy (the "Insurance Paying Agent "), in form satisfactory to the Insurance Paying Agent, an instrument appointing the Insurer as agent for such owners in any legal proceeding related to the payment of such interest and an assignment to the Insurer of the claims for interest to which such deficiency relates and which are paid by the Insurer, (b) receive as designee of the respective owners (and not as Bond Registrar) in accordance with the tenor of the Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned, and (c) disburse the same to such respective owners; and 2. If and to the extent of a deficiency in amounts required to pay principal of the Bonds, the Bond Registrar shall (a) execute and deliver to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the Insurer as agent for such owner in any legal proceeding relating to the payment of such principal and an assignment to the Insurer of any of the Bonds surrendered to the Insurance Paying Agent of so much of the principal amount thereof as has not previously been paid or for which money is not held by the Bond Registrar and available for such payment (but such assignment shall be delivered only if payment from the Insurance Paying Agent is received), (b) receive as designee of the respective owners (and not as Bond Registrar) in accordance with the tenor of the Policy payment therefor from the Insurance Paying Agent, and (c) disburse the same to such owners. E. Payments with respect to claims for interest on and principal of Bonds disbursed by the Bond Registrar from proceeds of the Policy shall not be considered to discharge the obligation of the City with respect to such Bonds, and the Insurer shall become the owner of such unpaid Bonds and claims for the interest -24- NMN505 91/12/05 in accordance with the tenor of the assignment made to it under the provisions of this subsection or otherwise. F. Irrespective of whether any such assignment is executed and delivered, the City and the Bond Registrar agree for the benefit of the Insurer that: 1. They recognize that to the extent the Insurer makes payments, directly or indirectly (as by paying through the Bond Registrar), on account of principal of or interest on the Bonds, the Insurer will be subrogated to the rights of such owners to receive the amount of such principal and interest from the City, with interest thereon as provided and solely from the sources stated in this Resolution and the Bonds; and 2. They will accordingly pay to the Insurer the amount of such principal and interest (including principal and interest recovered under subparagraph (ii) of the first paragraph of the Policy, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided in this Resolution and the Bonds, but only from the sources and in the manner provided herein for the payment of principal of and interest on the Bonds to owners, and will otherwise treat the Insurer as the owner of such rights to the amount of such principal and interest. G. Copies of any amendments made to the documents executed in connection with the issuance of the Bonds which are consented to by the Insurer shall be sent to Standard & Poor's Corporation. H. The Insurer shall receive notice of the resignation or removal of the Bond Registrar and the appointment of a successor thereto. I. The Insurer shall receive copies of all notices required to be delivered to owners and, on an annual basis, copies of the City's audited financial statements and annual budget. Any notice that is required to be given to an owner of -25- NMN505 91/12/05 the Bonds or to the Bond Registrar pursuant to this Resolution shall also be provided to the Insurer. All notices required to be given to the Insurer under this Resolution shall be in writing and shall be sent by registered or certified mail addressed to Municipal Bond Investors Assurance Corporation, 113 King Street, Armonk, New York 10504 Attention: Surveillance. SECTION 16. 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 deemed separable from the remaining covenants and agreements of this ordinance and shall in no way affect the validity of the other provisions of this ordinance or of the Bonds. SECTION 17. Effective Date. This ordinance shall take effect and be in force after its passage, approval and publica- tion as required by law. PASSED by the City Council of the City of Port Angeles, Washington, at a regular open public meeting thereof, this 10th day of December, 1991. CITY OF PORT ANGELES, WASHINGTON By -26- NMN505 91/12/05 ATTEST: APPROVE AS TO FORM: Published: ity Attorney December 15, 1991 (By Summary) -27- NMN505 91/12/05 Summary of Ordinance Adopted by the Port Angeles City Council on December 10, 1991 Ordinance No. 2659 This Ordinance of the City of Port Angeles provides for the issuance and sale of Unlimited Tax General Obligation Bonds of the City in the principal sum of $2,460,995 for the purpose of providing funds to finance the construction and equipping of a Senior Services /Community Complex; provides the date, form, terms and maturities of said bonds; provides for the disposition of the proceeds of sale of the bonds; provides for the annual levy of taxes to pay the principal of and interest on the bonds; and provides for the sale thereof. The full text of the Ordinance is available at City Hall in the City Clerk's office or will be mailed upon request. Office hours are Monday through Friday from 8:00 a.m. to 5:00 p.m. The Ordinance will take effect five (5) days after publication of this summary. Becky J. Upton City Clerk Publish: December 15, 1991