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HomeMy WebLinkAbout2721CITY OF PORT ANGELES, WASHINGTON ORDINANCE NO. 2721 AN ORDINANCE 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 $1,975,000 for the purpose of providing funds to construct and equip additions and improvements to the Fire Station Headquarters; providing the date, form, terms and maturities of said bonds; providing for the disposition of the proceeds of sale of such bonds; providing for the annual levy of taxes to pay the principal of and interest on said bonds; and approving the sale thereof. PASSED: NOVEMBER 17, 1992 Prepared By: PRESTON THORGRIMSON SHIDLER GATES & ELLIS SEATTLE, WASHINGTON SECTION 1. SECTION 2. SECTION 3. SECTION 4. SECTION 5. SECTION 6. SECTION 7. SECTION 8. SECTION 9. SECTION 10. SECTION 11. SECTION 12. SECTION 13. SECTION 14. SECTION 15. SECTION 16. SECTION 17. TABLE OF CONTENTS Page Definitions 2 Findings and Authorization of Improvements 5 Authorization of Bonds 5 Registration, Payment and Transfer 6 Optional Redemption 9 Creation of Bond Fund and Provision for Tax Levy Payments 11 Defeasance 13 Tax Covenants 13 Lost or Destroyed Bonds 15 Form of the Bonds 16 Execution of the Bonds 20 Creation of Construction Fund; Application of Proceeds of Bonds 21 Sale of the Bonds; Acceptance of Bid 22 Official Statement; Use of Documents 23 Prior Acts 24 Severability 24 Effective Date 24 -i- NMN633 92/11/10 ORDINANCE NO. 2721 AN ORDINANCE 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 $1,975,000 for the purpose of providing funds to construct and equip additions and improvements to the Fire Station Headquarters; providing the date, form, terms and maturities of said bonds; providing for the disposition of the proceeds of sale of such bonds; providing for the annual levy of taxes to pay the principal of and interest on said bonds; and approving the sale thereof. WHEREAS, the City Council (the "Council ") of the City of Port Angeles, Washington (the "City "), deems it necessary and in the best interest of the City and its citizens that the City construct and equip additions and improvements to the existing Fire Station Headquarters; and WHEREAS, on September 15, 1992 the electors of the City voted in favor of a proposition to issue general obligation bonds in an amount not to exceed $1,975,000 to finance such construction and equipping; and WHEREAS, in order to provide the funds required for the Fire Station Headquarters' improvements, the City now desires to authorize the issuance of unlimited tax levy general obligation bonds in the principal amount of $1,975,000, to ratify and confirm the competitive sale of such bonds, and to accept and approve a bid to purchase the Bonds; 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: "Arbitrage Rebate and Investment Accounting Certificate" means the certificate executed by the City setting forth the methodology for computation of Rebatable Arbitrage. "Bond Fund" means the "City of Port Angeles, Washington, Unlimited Tax General Obligation Bond Redemption Fund, 1992" created by Section 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. "Bond Year" means each successive one -year period (or shorter period from the date of issue) that ends at the close of business on October 31. -2- NMN633 92/11/10 "Bonds" means the $1,975,000 principal amount of the City of Port Angeles, Washington, Unlimited Tax General Obligation Bonds, 1992, issued pursuant to and for the purposes provided in this ordinance. "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. "Code" means the federal Internal Revenue Code of 1986, as amended, and all applicable regulations thereunder. "Computation Date" means the Installment Computation Date or the Final Computation Date. "Construction Fund" means the "City of Port Angeles Fire Station Construction Fund" created by Section 12 of this ordinance. "Council" means the legislative authority of the City as the same shall be duly and regularly constituted from time to time. "Final Computation Date" means the date that the last Bond is discharged. A Bond is discharged on the date that all amounts due under the terms of the Bond are actually and unconditionally due if cash is available at the place of payment and no interest accrues with respect to the Bond after such date. "Installment Computation Date" means the last day of the fifth Bond Year and of each succeeding fifth Bond Year. "Nonpurpose Receipts" means, in general, any receipt with respect to an investment allocated to the Bonds. The following types of receipts are specifically included: -3- NMN633 92/11/10 (a) Actual Receipts. Any amount actually or constructively received with respect to an investment. Actual receipts may not be reduced by selling commissions, administrative expenses or similar expenses. (b) Disposition Receipts. An amount determined by treating an investment that ceases to be allocated to the Bonds (other than by reason of a sale or retirement) as if sold for fair market value on the date that the investment ceases to be allocated to the Bonds. (c) Installment Date Receipts. The fair market value (or, for fixed rate investments, present value) of all investments allocated to the Bonds at the close of business on any Computation Date. (d) Imputed Receipts. Any receipts that are required to be imputed and taken into account pursuant to Section 1.148 -5T of the Temporary Income Regulations or any successor Temporary Income Tax Regulations. "Nonpurpose Payments" means, in general, any payment with respect to an investment allocated to the Bonds. The following types of payments are specifically included: (a) Direct Payments. The amount of gross proceeds of the Bonds directly used to purchase the investment. Direct payment do not include brokerage commission, administrative expenses or similar expenses. (b) Constructive Payments. The fair market value (as of the date of allocation of the Bonds) of any -4- NMN633 92/11/10 investment that was not directly purchased with gross proceeds of the Bonds, but which is allocated to the Bonds. (c) Payments of Rebatable Arbitrage. Any payment of Rebatable Arbitrage if such payment is made no later than the due date for such payment. "Rebatable Arbitrage" means the amount required to be paid pursuant to Section 148(f) of the Code. SECTION 2. Findings and Authorization of Improvements. The City Council hereby finds that the public interest, welfare and benefit of the inhabitants of the City require that the City construct and equip additions and improvements to the City's Fire Station Headquarters as provided in Ordinance No. 2699. The estimated cost of paying the cost of such construction and equipment and all costs incidental thereto and the issuance of the Bonds is hereby declared to be as nearly as practicable the sum of $1,975,000, 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 principal amount of $1,975,000 to provide money to finance the cost of the construction and equipment described in Ordinance No. 2699, 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, 1992 "; shall be dated November 15, 1992; shall be issued in -5- NMN633 92/11/10 fully registered form in the denomination of $5,000 or any integral multiple thereof, provided that no Bond shall represent more than one maturity; shall be numbered separately and in such manner and with any additional designation as the Bond Registrar deems necessary for purposes of identification and control; shall bear interest from their date at the rates set forth in the underwriter's bid accepted and approved pursuant to Section 13 hereof, until the Bonds have been paid or their payment duly pro- vided for, payable on May 1, 1993, and semiannually thereafter on the first day of each November and May and shall mature on November 1 of each year as follows: Maturity Year Principal Amount 1993 $ 55,000 1994 60,000 1995 60,000 1996 65,000 1997 70,000 1998 70,000 1999 75,000 2000 80,000 2001 85,000 2002 90,000 2003 95,000 2004 100,000 2005 105,000 2006 115,000 2007 120,000 2008 130,000 2009 135,000 2010 145,000 2011 155,000 2012 165,000 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 -6- NMN633 92/11/10 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 authenti- cate 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. 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 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 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 -7- NMN633 92/11/10 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 surrender 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 principal amount, maturity and interest rate shall be issued to the 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 Bond Registrar shall not be required to issue, register, transfer or exchange any of the Bonds during a period beginning at the opening of business on the 15th day of the month next preceding any interest payment date and ending at the close of business on such interest payment date, or, in the case of any proposed redemption of the Bonds, after the mailing of notice of the call of such Bonds for redemption. 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. -8- NMN633 92/11/10 SECTION 5. Optional Redemption. The Bonds maturing on or after November 1, 2003, are subject to redemption prior to maturity on and after November 1, 2002, at the option of the City in whole at any time, or in part (maturities to be selected by the City and by lot within a maturity, in increments of $5,000, with the manner of selection to be as chosen by the Bond Registrar) on any interest payment date, at a price of par plus accrued interest to the date of redemption. B. Notice of Call. Written notice of any redemption of Bonds shall be given by the City, which notice shall specify the title, maturities, letters and numbers or other distinguishing marks of the Bonds to be redeemed, the redemption date and the place or places where the amount due upon such redemption will be payable and, in the case of registered Bonds to be redeemed in part only, such notice shall also specify the respective portions of the principal amount thereof to be redeemed. Such notice shall further state that upon the date fixed for redemption there shall become due and payable upon each Bond to be redeemed the principal amount thereof, together with interest accrued to the redemption date, and that from and after the redemption date interest thereon, or on the portion of any Bond to be redeemed in part (unless the City shall default in the payment of the Bonds, or of the portion of any Bond so to be redeemed in part) shall cease to accrue and become payable. Such notice shall be mailed by first class mail, postage prepaid, not less than 30 days nor more than 60 days before the -9- NMN633 92/11/10 redemption date to the registered owners of Bonds which are to be redeemed at their last addresses, if any, appearing upon the Bond Register. Whenever notice of redemption has been duly given as herein provided, the City shall transfer to the Bond Registrar amounts in cash which, in addition to other money, if any, held by such Bond Registrar, will be sufficient to redeem, on the redemption date, all the Bonds to be redeemed. In addition to the foregoing notice, further notice shall be given by the City 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 above prescribed. (a) 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 redeemed; (ii) the date of issue of the Bonds as originally issued; (iii) the rate of interest borne by each Bond being redeemed; and (iv) any other descriptive information needed to identify accurately the Bonds being redeemed. (b) Each further notice of redemption may be sent at least thirty -five days before the redemption date to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and shall be sent to one or more national information services that disseminate notices of redemption of obligations such as the Bonds. -10- NMN633 92/11/10 (c) 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 maturity, the Bonds being redeemed with the proceeds of such check or other transfer. C. Effect of Call. Interest on any Bonds so called for redemption shall cease on such redemption date unless the same shall not be redeemed upon presentation made pursuant to such call. D. Partial Redemption of Bonds. Portions of any Bond, in installments of $5,000 principal amount, may be redeemed. 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 Regis- trar, 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 of like maturity and interest rate in any of the denominations authorized by this ordinance. E. Purchase of Bonds in Open Market. The City reserves the right at any time to purchase any of the Bonds in the open market for retirement, if the same may be purchased at not more than the lowest price at which such Bonds may be called on the next interest payment date, plus accrued interest. 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, Washington, Unlimited Tax General Obligation Bond Redemp- tion Fund, 1992" (the "Bond Fund "), is hereby authorized and directed to be created in the office of the Finance Director of the NMN633 92/11/10 City. 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 the investment of City money. Any interests 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 appropri- ated 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 -12- NMN633 92/11/10 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 Chapter 39.53 RCW, maturing at such time or times and bearing interest to be earned thereon in amounts sufficient 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 pledged, and such Bonds shall be deemed not to be outstanding hereunder. SECTION 8. Tax Covenants. A. Covenants Regarding Arbitrage and Private Activity Bonds. 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 (the "Code "), and the applicable regulations thereunder which will cause the Bonds to be "arbitrage bonds" within the meaning of said section and said regulations. The City -13- NMN633 92/11/10 will comply with the requirements of Section 148 of the Code (or any successor provision thereof applicable to the Bonds) and the applicable regulations thereunder throughout the term of the Bonds. The City further covenants that it will not take any action or permit any action to be taken that would cause the Bonds to constitute "private activity bonds" under Section 141 of the Code. B. Payment of Arbitrage Rebate. 1. General Rule. The City will pay to the United States of America in accordance with the provisions of this Section (i) at least 90% of the Rebatable Arbitrage with respect to the Bonds as of each Installment Computation Date, and (ii) 100% of the Rebatable Arbitrage with respect to the Bonds as of the Final Computation Date. 2. Computation of Rebatable Arbitrate. The Rebatable Arbitrage with respect to the Bonds computed in accordance with the Arbitrage Rebate and Investment Accounting Certificate and, as of each Computation Date, will be the excess of: (i) The future value of all Nonpurpose Receipts with respect to the Bonds; over (ii) The future value of all Nonpurpose Payments with respect to the Bonds. The future value will be computed as of each Computation Date. 3. Payment Procedure. The payment of Rebatable Arbitrage due as of each Installment Computation Date will be paid no later than the date that is 60 days after the Installment Computation Date. -14- NMN633 92/11/10 The payment of Rebatable Arbitrage due as of the Final Computation Date will be paid no later than the latest of (a) the date that is 60 days after the Final Computation Date, (b) the date that is 8 months after the date of issuance of the Bonds, or (c) the date that is 60 days after the earlier of the date that the City no longer expects to spend gross proceeds of the Bonds within 6 months of the date of issuance of the Bonds and 12 months after the date of issuance of the Bonds. Each payment of Rebatable Arbitrage will be made to the Internal Revenue Center, Philadelphia, Pennsylvania 19225 and will be accompanied by the appropriate IRS Form. 4. Other Methodology. Notwithstanding this Section 8(B), payments of Rebatable Arbitrage will be made in accordance with instructions provided by bond counsel if necessary to maintain the federal income tax exemption for interest payments made on the Bonds. C. Bonds Designated "Qualified Tax - Exempt Obligations ". The City hereby designates the Bonds as "qualified tax - exempt obligations" for purchase by a financial institution pursuant to Section 265(b) of the Code. The City does not anticipate that it will issue more than $10,000,000 in "qualified tax - exempt obligations" during the year 1992. SECTION 9. 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 owner paying the -15- NMN633 92/11/10 expenses and charges of the City and the Bond Registrar in connection therewith and upon his /her filing with the Finance Director of the City and the Bond Registrar evidence satisfactory to said Finance Director 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 Director and Bond Registrar. SECTION 10. 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, 1992 INTEREST RATE: SEE REVERSE SIDE FOR ADDITIONAL PROVISIONS REGISTERED OWNER: MATURITY DATE: CUSIP NO: PRINCIPAL AMOUNT: DOLLARS The City of Port Angeles, Washington, a municipal corporation organized and existing under and by virtue of the laws and Consti- tution 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 payable May 1, 1993, and semiannually thereafter on each November 1 and May 1 until payment of the principal sum has been made or duly provided for. Both -16- NMN633 92/11/10 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 the Bond Ordinance (hereinafter defined) 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 (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 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 including real estate taxes, 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. IN WITNESS WHEREOF, the City of Port Angeles, Washington, has caused this bond to be signed on behalf of the City with the manual or facsimile signature of the Mayor, to be attested by the manual or facsimile signature of the Clerk of the City, and the seal of -17- NMN633 92/11/10 the City to be reproduced or impressed hereon, as of this 15th day of November, 1992. 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 Bond: CERTIFICATE OF AUTHENTICATION Date of Authentication: This bond is one of referenced Ordinance No. Washington, and is one of Bonds, 1992, dated November the bonds described in the within - of the City of Port Angeles, the Unlimited Tax General Obligation 15, 1992. 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 $1,975,000, issued pursuant to Ordinance No. of the City, passed November 17, 1992 (the "Bond Ordi- nance"), to provide financing for constructing and equipping additions and improvements to the City of Port Angeles Fire Station Headquarters. -18- NMN633 92/11/10 The bonds of this issue are subject to redemption prior to their maturity on and after November 1, 2002 in whole at any time or in part (maturities to be selected by the City and by lot within a maturity in the manner chosen by the Bond Registrar) on any interest payment date at a price of par plus accrued interest by mailing notice at least 30 days prior to the redemption date to owners of the bonds to be redeemed. The pledge of tax levies for payment of principal of and interest on the bonds may be discharged prior to maturity of the bonds by making provision for the payment thereof on the terms and conditions set forth in the Bond Ordinance. The bonds of this issue are issued in fully registered form in the denomination of $5,000 each or any integral multiple thereof, 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 maintained by the Bond Registrar for that purpose upon the surrender of this bond by the registered owner hereof or his /her duly authorized agent and only if endorsed in the manner provided hereon, and thereupon a new fully registered bond of like principal amount, maturity and interest rate shall be issued to the transferee in exchange therefor. Such 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. 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 irrevoc- ably constitute and appoint of , or its successor, as Agent to transfer said bond on the books kept by the Bond Register for -19- NMN633 92/11/10 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 11. 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. 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 -20- NMN633 92/11/10 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 12. Creation of Construction Fund; Application of Proceeds of Bonds. A special fund of the City known as the "City of Port Angeles Fire Station Construction Fund" is hereby authorized and directed to be created in the office of the Finance Director of the City. The Construction Fund shall be used to pay the costs of the construction and acquisition described in Ordinance No. 2699. At the time of delivery of the Bonds, the proceeds of the Bonds shall be deposited as follows: (a) The accrued interest, if any, to the date of delivery shall be deposited to the Bond Fund and used to pay a portion of interest on the Bonds on May 1, 1993. (b) The remaining proceeds shall be deposited into the Construction Fund and used to pay the costs of the construction and acquisition described in Ordinance No. 2699 hereof and all costs incidental thereto and to the issuance of the Bonds. -21- NMN633 92/11/10 PRESTON THORGRIMSON ID:206- 623 -7022 NOV 17'92 12:47 No.016 P.02 Money remaining in the Construction Fund after all 'of such costs have been paid or reimbursed may be used to pay costs of other legally authorized similar capital expenditures of the City 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 13, Sale of the Bonds; Acceptanc of Bici. The Council hereby ratifies and confirms the actions of city officials and Sound Finance Group, Inc., financial advisors to the City, in conducting the competitive sale of the Bonds at 11:00 o'clock a.m., Seattle time, on November 17, 1992. The sale shall have taken place substantially in accordance with the Notice of Bond Sale attached hereto as Exhibit A. The Bonds shall be sold at a price no less than 99% of the principal amount plus accrued interest to the date of delivery and the bids shall be for no less than all of the Bonds. The Clerk of the City shall have published the Notice of Bond Sale substantially in the form attached hereto as Exhibit A, or a short form of such notice, prior to such sale once in the Daily Journal of Commerce. The City hereby accepts the bid of Lehman Brothers to purchase the Bonds under the terms and conditions of this ordinance and of the bid, a copy of which is attached as Exhibit B hereto and incorporated herein by this reference. The City shall cause definitive Bonds to be prepared, executed and deliver ed, which Bonds shall be lithographed or printed with -22- NMN633 92/11/17 engraved or lithographed borders. The proper officials of the City are hereby authorized and directed to do everything necessary for the prompt execution and delivery of the Bonds to said purchaser and for the proper application and use of the proceeds of sale thereof. SECTION 14. Official Statement; Use of Documents. The City hereby approves the Preliminary Official Statement presented herewith to the Council and authorizes the distribution of the Preliminary Official Statement by the Underwriter in connection with the offering of the Bonds. Pursuant to Securities and Exchange Commission Rule 15c2 -12 ( "Rule 15c2 -12 "), the City hereby deems this Preliminary Official Statement as final as of its date except for the omission of the information dependent upon the pricing of the issue and the completion of the underwriting agreement, such as offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, and other terms of the Bonds dependent on the foregoing matters. The City agrees to cooperate with the Underwriter to deliver or cause to be delivered, within seven business days from the date of the public sale authorized herein and in sufficient time to accompany any confirmation that requests payment from any customer of the Underwriter, copies of a final official statement in sufficient quantity to comply with paragraph (b)(4) of Rule 15c2 -12 and the rules of the Municipal Securities Rulemaking Board. -23- NMN633 92/11/10 SECTION 15. Prior Acts. Any act taken pursuant to the authority of this ordinance but prior to its effective date is hereby ratified and confirmed. 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 be effective five days after its passage and publication as required by law. PASSED by the City Council of the City of Port Angeles, Washington, this 17th day of November, 1992. CITY OF PORT,A GELES, WASHINGTON ATTEST: -.1.11110gelehtir Mayor' -24- NMN633 92/11/10 EXHIBIT A NOTICE OF BOND SALE CITY OF PORT ANGELES, WASHINGTON UNLIMITED TAX GENERAL OBLIGATION BONDS, 1992 $1,975,000 NOTICE IS HEREBY GIVEN that sealed bids will be received by the City Council of Port Angeles, Washington (the "City "), at the offices of Preston Thorgrimson Shidler Gates & Ellis, bond counsel to the City, located at 701 Fifth Avenue (Floor 50, Conference Room #2), Seattle, Washington, on NOVEMBER 17, 1992 until 11:00 o'clock a.m., Seattle time, for the purchase of the City's Unlimited Tax General Obligation Bonds, 1992 (the "Bonds ") in the aggregate principal amount of $1,975,000, at which time bids will be publicly opened and read. The City Council of the City will consider bids at its regular meeting at 7:00 p.m. on November 17, 1992. BOND DETAILS. The Bonds will be dated November 15, 1992 and will be in the denomination of $5,000 each or any integral•multiple thereof. The Bonds will be fully registered as to both principal and interest, and will be numbered in the manner and with such additional designation as the Bond Registrar deems necessary for purposes of identification. The Bonds will bear interest from the date thereof payable May 1, 1993, and semiannually thereafter on each November 1 and May 1 and will mature on November 1 in the years and amounts as follows: A-1 NMN633 92/11/10 Year Amount 1993 $ 55,000 1994 60,000 1995 60,000 1996 65,000 1997 70,000 1998 70,000 1999 75,000 2000 80,000 2001 85,000 2002 90,000 2003 95,000 2004 100,000 2005 105,000 2006 115,000 2007 120,000 2008 130,000 2009 135,000 2010 145,000 2011 155,000 2012 165,000 At the option of bidders, the principal amounts of Bonds maturing in years 2002 through 2012 may be designated as amortization installments (payable in such years in such amounts) of term bonds maturing in 2012. BOND REGISTRAR AND PAYING AGENT. The fiscal agency of the State of Washington in Seattle, Washington and New York, New York will act as bond registrar, transfer agent, and authenticating and paying agent with respect to the Bonds (collectively, the "Bond Registrar "). PRIOR REDEMPTION. The Bonds of this issue will be subject to redemption prior to their maturity on and after November 1, 2002 in whole at any time or in part (maturities to be selected by the City and by lot within a maturity in the manner chosen by the Bond Registrar) on any interest payment date at a price of par plus A-2 NMN633 92/11/10 accrued interest by mailing notice at least 30 days prior to the redemption date to owners of the Bonds to be redeemed. SECURITY. The City will covenant that each year it will include in its budget and levy an ad valorem tax upon all of the property within the City subject to taxation, without limitation as to rate or amount, in an amount that will be sufficient, together with other available money, to pay the principal of and interest on the Bonds as the same shall become due. INTEREST RATES AND BIDDING DETAILS. Each bid shall be on the official bid form furnished by the City and enclosed in a sealed envelope marked "Bid for Purchase of Port Angeles, Washington, Unlimited Tax General Obligation Bonds, 1992." The Bonds shall be purchased at no less than 99% of the principal amount. No more than one rate of interest may be fixed for any one maturity. Each bid submitted shall provide for payment of accrued interest to date of delivery and shall specify the rate of interest at which the bidder will purchase said Bonds. No bid will be accepted for the purchase of less than all of the Bonds. To enable the City to comply with the requirements of the Internal Revenue Code of 1986, as amended, with respect to the determination of yield on the Bonds, the winning bidder shall provide the re- offering price for a substantial portion of the Bonds at or prior to closing on the Bonds. DEPOSIT. Each bid shall be sealed and shall be accompanied by a good faith deposit of $19,750 in cash or by a certified or bank cashier's check made payable to the order of the Port Angeles A-3 NMN633 92/11/10 Director of Finance, which deposit shall be security for the performance of such bid and shall be held for liquidated damages in case the successful bidder fails to take up and pay for the Bonds within 40 days, if tendered for delivery, after the acceptance thereof. Interest will not be allowed to the purchaser on such good faith deposit. The good faith deposit of cash or checks of all bidders except that of the successful bidder will be returned as soon as possible after the bids have been opened and evaluated. AWARD. The Bonds will be awarded to the bidder offering to purchase all of the same at the lowest true interest cost to the City. The true interest cost is defined as the annual rate which, when compounded semiannually, will discount the debt service payments from the payment date to the date of the Bonds and to the price bid, without regard to interest accrued to the date of delivery. The City may reject any or all bids submitted and may waive any irregularities in any bid. DELIVERY. The Bonds will be delivered to the purchaser in Seattle, Washington, at the expense of the City, or elsewhere as may be mutually agreed upon, at the option and expense of the purchaser. Settlement in full shall be made at the time of delivery and shall be in federal funds available upon the date and at the place of delivery. The City will pay the cost of printing the Bonds and will furnish without cost to the purchaser thereof the unqualified approving opinion of Preston Thorgrimson Shidler Gates & Ellis A-4 NMN633 92/11/10 approving the legality of the issuance of the same. The opinion will be reproduced on each Bond. OFFICIAL STATEMENT AND FURTHER INFORMATION. The City agrees to deliver or cause to be delivered within seven business days after the Council accepts the winning bid for the Bonds, sufficient copies of a final official statement. The final official statement shall be in substantially the form of the preliminary official statement referred to below with the addition of the offering prices, interest rates, maturity, principal amounts and related information. Further information regarding these Bonds and copies of the preliminary official statement may be obtained upon request made to Joan Egan, Sound Finance Group, Inc., Financial Advisor to the City, 1212 E. Newton, Seattle, Washington 98102, (206) 328 -9251. DATED at Port Angeles, Washington, this day of November, 1992. Director of Finance A-5 NMN633 92/11/10 CERTIFICATE I, the undersigned, Clerk of the City of Port Angeles, Washington (herein called the "City") and keeper of the records of the City Council of the City (herein called the "Council "), DO HEREBY CERTIFY: 1. That the attached ordinance is a true and correct copy of Ordinance No. 2721 of the City (herein called the "Ordi- nance"), as finally passed at a regular meeting of the City Council of the City held on the 17th of November, 1992, and duly recorded in my office. 2. That said meeting was duly convened and held in all respects in accordance with law, and to the extent required by law, due and proper notice of such meeting was given; that a quorum of the Council was present throughout the meeting and a legally sufficient number of members of the City Council voted in the proper manner for the passage of said Ordinance; that all other requirements and proceedings incident to the proper adoption or passage of said Ordinance have been duly fulfilled, carried out and otherwise observed, and that I am authorized to execute this certificate. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City this 17th of November, 1992. [City Seal] :it Cler NMN633 92/11/10 Summary of Ordinance Adopted by the Port Angeles City Council on November 17, 1992 Ordinance No. 2721 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 $1,975,000 for the purpose of providing funds to construct and equip additions and improvements to the Fire Station Headquarters; provides the date, form terms and maturities of said bonds; provides for the disposition of the proceeds of sale of such bonds; provides for the annual levy of taxes to pay the principal of and interest on said bonds; and approves 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. This Ordinance shall take effect five days after the date of publication of this summary. Becky J. Upton City Clerk Publish: November 22, 1992