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HomeMy WebLinkAbout2892CITY OF PORT ANGELES, WASHINGTON UNLIMITED TAX GENERAL OBLIGATION BONDS, 1995 ORDINANCE NO.2 g 9 2 AN ORDINANCE OF THE CITY OF PORT ANGELES, WASHINGTON, PROVIDING FOR THE ISSUANCE AND SALE OF GENERAL OBLIGATION BONDS OF THE CITY IN THE AGGREGATE PRINCIPAL AMOUNT OF $3,600,000, FOR THE PURPOSE OF CONSTRUCTING AND EQUIPPING A PUBLIC LIBRARY; PROVIDING THE DATE, FORM, TERMS AND MATURITIES OF THE BONDS TO BE ISSUED AND FOR UNLIMITED TAX LEVIES TO PAY THE PRINCIPAL THEREOF AND INTEREST THEREON; AUTHORIZING AN OFFICIAL STATEMENT; AND APPROVING THE SALE OF SUCH BONDS BY COMPETITIVE BID. Passed: October 17, 1995 Prepared by: PRESTON GATES & ELLIS Seattle, Washington 1 Table of Contents PaEe Section 1. Definitions 2 Section 2. Authorization of Bonds 3 Section 3. Registration and Exchange 4 Section 4. Redemption/Purchase of Bonds 5 Section 5. Notice of Redemption 6 Section 6. Form of Bonds 8 Section 7. Execution of Bonds 12 Section 8. Bond Registrar 13 Section 9. Application of Bond Proceeds 13 Section 10. Bond Fund; Pledge 13 Section 11. Defeasance 14 Section 12. Tax Covenants; Special Designation 14 Section 13. Sale of Bonds 14 Section 14. Approval of Official Statement 16 Section 15. Undertaking to Provide Ongoing Disclosure 16 Section 16. Bond Insurance 16 Section 17. Severability 16 Section 18. Effective Date 17 Exhibit A Official Notice of Bond Sale 1 ORDINANCE NO.2892 AN ORDINANCE OF THE CITY OF PORT ANGELES, WASHINGTON, PROVIDING FOR THE ISSUANCE AND SALE OF GENERAL OBLIGATION BONDS OF THE CITY IN THE AGGREGATE PRINCIPAL AMOUNT OF $3,600,000, FOR THE PURPOSE OF CONSTRUCTING AND EQUIPPING A PUBLIC LIBRARY; PROVIDING THE DATE, FORM, TERMS AND MATURITIES OF THE BONDS TO BE ISSUED AND FOR UNLIMITED TAX LEVIES TO PAY THE PRINCIPAL THEREOF AND INTEREST THEREON; AUTHORIZING AN OFFICIAL STATEMENT; AND APPROVING THE SALE OF SUCH BONDS BY COMPETITIVE BID. WHEREAS, pursuant to RCW 27.12.025, the City of Port Angeles, Washington (the "City "), is authorized to establish and maintain a public library, either by itself or in cooperation with one or more other governmental units, which cooperation may take the form of a regional library, pursuant to RCW 27.12.080; and WHEREAS, the City has heretofore entered into an agreement with Clallam County, Washington, for the formation of a regional library known as the North Olympic Library System ( "NOLS "), under which agreement the City provides a building within the boundaries of the City for the operation of a public library by NOLS; and WHEREAS, by Ordinance No. 2830 passed by the City Council on August 2, 1994, the City Council found and determined that the existing library building provided by the City is inadequate for continued operation as a public library and that the best interests of the inhabitants of the City require the City to construct and equip a new library building to be located on E. Lauridsen Boulevard within the City (the "Project "); and WHEREAS, at an election held on September 20, 1994, in the City, the number and proportion of qualified electors of the City required by law for the adoption thereof voted in favor of a proposition authorizing the issuance of general obligation bonds of the City in the aggregate principal amount not to exceed $3,600,000 to provide funds for the Project, as authorized by Ordinance No. 2830 of the City; and T WHEREAS, it appears to the City Council that it is in the best interest of the City that the entire $3,600,000 principal amount of such authorized general obligation bonds be issued on the terms and conditions set forth herein and sold by competitive bid, as provided herein; 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: "Arbitrage and Tax Certification" means the certificate executed by the City pertaining to the calculation and payment of any Rebate Amount with respect to the Bonds. "Bond Fund" means the Unlimited Tax General Obligation Bond Fund, 1995, established pursuant to Section 10 of this ordinance. "Bond Register" means the registration books for the Bonds, maintained by the Bond Registrar, for the purpose of complying with the requirements of Section 149 of the Internal Revenue Code of 1986, as amended, and listing, inter alia, the names and addresses of all registered owners of Bonds. "Bond Registrar" means the fiscal agency of the State of Washington in either Seattle, Washington, or New York, New York, for the purposes of registering and authenticating the Bonds, maintaining the Bond Register, effecting transfer of ownership of the Bonds and paying interest on and principal of the Bonds. "Bonds" means the $3,600,000 principal amount of City of Port Angeles, Washington, Unlimited Tax General Obligation Bonds, 1995, issued pursuant to this ordinance. "City" means the City of Port Angeles, Washington, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Washington. "City Council" means the duly constituted City Council as the general legislative authority of the City. "Code" means the federal Internal Revenue Code of 1986, as amended from time to time, and the applicable regulations thereunder. -2- DOTODW.DOC 95/10112 1 "Commission" means the Securities and Exchange Commission. "Notice of Sale" means the Official Notice of Bond Sale with respect to the Bonds, authorized to be given pursuant to Section 13 of this ordinance in substantially the form set forth in Exhibit A of this ordinance. "Project" means the construction and equipping of a new public library building, as authorized by Ordinance No. 2830 of the City, passed by the City Council on August 2, 1994, and approved by the voters of the City at a special election held on September 20, 1994. "Rebate Amount" means the amount, if any, determined to be payable with respect to the Bonds by the City to the United States of America in accordance with Section 148(0 of the Code. "Rule" means the Commission's Rule 15c2 -12 under the Securities and Exchange Act of 1934, as the same may be amended from time to time. "Sale Resolution" means the resolution of the Council by which the Council may approve the sale of the Bonds in accordance with provisions of this ordinance. Section 2. Authorization of Bonds. For the purpose of paying a portion of the cost of constructing and equipping a public library and paying costs of issuance of the Bonds, the City shall issue its unlimited tax general obligation bonds in the aggregate principal amount of $3,600,000 (the "Bonds "), as authorized by Ordinance No. 2830 of the City, passed by the City Council on August 2, 1994, and approved by the voters at a special election held in the City on September 20, 1994. The Bonds shall be designated as the "City of Port Angeles, Washington, Unlimited Tax General Obligation Bonds, 1995," shall be dated as of November 15, 1995, shall be fully registered as to both principal and interest, shall be in the denomination of $5,000 each, or any integral multiple thereof, provided that no Bond shall represent more than one maturity, shall be numbered separately in such manner and with any additional designation as the Bond Registrar deems necessary for purposes of identification, and shall mature on November 1 of the following years in the following principal amounts: Maturity Years Principal (November 1) Amounts 1996 $ 100,000 1997 110,000 1998 115,000 1999 120,000 2000 125,000 2001 135,000 2002 140,000 2003 150,000 2004 160,000 2005 165,000 2006 175,000 2007 185,000 2008 195,000 2009 210,000 2010 220,000 2011 230,000 2012 245,000 2013 260,000 2014 270,000 2015 290,000 The Bonds will be sold by public sale as provided in this ordinance. The rate or rates of interest to be borne by the Bonds shall be established by subsequent resolution of the City Council (the "Sale Resolution ") as provided herein. Interest on the Bonds shall be payable semiannually on May 1 and November 1 of each year, beginning May 1, 1996. Bidders have the option of designating maturities of the Bonds as mandatory redemptions (payable in such years in such amounts) of term bonds maturing in a year or years to be specified in their bids, as provided in the Notice of Sale. Such provisions, if elected, shall also be established by the Sale Resolution. Section 3. Registration and Exchange. The Bonds shall be in registered form as to both principal and interest. The Bond Registrar shall maintain the Bond Register. Such Bond Register shall contain the name and mailing address of the owner of each Bond or nominee of such owner and the principal amount and number of Bonds held by each owner or nominee. 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 rate -4- DOTODW.DOC 95/10/12 1 and maturity. Bonds may be transferred only if endorsed in the manner provided thereon and surrendered to the Bond Registrar. Such exchange or transfer shall be without cost to the owner or transferee. 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 mailed (on the date such interest is due) to the registered owners or assigns at the addresses appearing on the Bond Register as of the 15th day of the month preceding the interest payment date. Principal of the Bonds shall be payable upon presentation and surrender of the Bonds by the registered owners at the principal offices of either of the fiscal agencies of the State of Washington in the cities of Seattle, Washington, or New York, New York, at the option of such owners. Section 4. Redemption/Purchase of Bonds. (a) Optional Redemption. The Bonds maturing on and prior to November 1, 2005 are not subject to redemption in advance of their scheduled maturity. The Bonds maturing on and after November 1, 2006 are subject to redemption at the option of the City on and after November 1, 2005, in whole or in part on any date (and if in part, with maturities to be selected by the City and by lot within a maturity as determined by the Bond Registrar), at a price of par plus accrued interest to the date of redemption. (b) Mandatory Redemption. In the event that the successful bidder for the Bonds designates one or more maturities as term bonds, the Sale Resolution will provide for mandatory redemption of such term bonds in accordance with the maturity schedule set forth in the Notice of Sale. (c) Selection of Bonds for Redemption. If Bonds are called for redemption, portions of the principal amount of such Bonds, in installments of $5,000 or any integral multiple of $5,000, 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 Registrar there shall be issued to the registered owner, without charge therefor, for the then unredeemed balance of the principal -5- DOTODW.DOC 95110/12 amount thereof, a new Bond or Bonds, at the option of the registered owner, of like maturity and interest rate in any denomination authorized by this ordinance. (d) Purchase of Bonds for Retirement. The City further reserves the right to use at any time any legally available funds to purchase any of the Bonds for retirement. Section 5. Notice of Redemption. (a) Official Notice. Unless waived by any owner of Bonds to be redeemed, official notice of any such redemption shall be given by the Bond Registrar on behalf of the City by mailing a copy of an official redemption notice by first class mail at least 30 days and not more than 60 days prior to the date fixed for redemption to the registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Bond Registrar. The Bond Registrar shall provide additional notice of redemption of Bonds to each NRMSIR and SID, if any, in accordance with Section 15 hereof and the Sale Resolution. All official notices of redemption shall be dated and shall state: (i) the redemption date, (ii) the redemption price, (iii) if fewer than all outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed, (iv) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, and (v) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal office of the Bond Registrar. On or prior to any redemption date, the City shall deposit with the Bond Registrar an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds that are to be redeemed on that date. -6- DCTODW.DOC 95/10/12 1 (b) Effect of Notice; Bonds Due. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Bond Registrar at the redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered owner a new Bond or Bonds of the same maturity in the amount of the unpaid principal. All Bonds which have been redeemed shall be canceled and destroyed by the Bond Registrar and shall not be reissued. (c) Additional Notice. 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. (i) Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (A) the CUSIP numbers of all Bonds being redeemed; (B) the date of issue of the Bonds as originally issued; (C) the rate of interest borne by each Bond being redeemed; (D) the maturity date of each Bond being redeemed; and (E) any other descriptive information needed to identify accurately the Bonds being redeemed. (ii) 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 all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds (such depositories now being The Depository Trust Company of New York, New York; Midwest Securities Trust Company of Chicago, Illinois; and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and shall be sent to one or more -7- DOTODW.DOC 95/10/12 1 national information services that disseminate notices of redemption of obligations such as the Bonds (such as Moody's Investors Service and Standard & Poor's Ratings Group at their respective offices in New York, New York), and to such persons and with such additional information as the Finance Director may deem appropriate, but such mailings shall not be a condition precedent to the redemption of such Bonds. (iii) 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. (d) Amendment of Notice Provisions. The foregoing notice provisions of this Section 5, including but not limited to the information to be included in redemption notices and the persons designated to receive notices, may be amended by additions, deletions and changes in order to maintain compliance with duly promulgated regulations and recommendations regarding notices of redemption of municipal securities. Section 6. Form of Bonds. The Bonds shall be in substantially the following form: UNITED STATES OF AMERICA NO. $ STATE OF WASHINGTON CITY OF PORT ANGELES UNLIMITED TAX GENERAL OBLIGATION BOND, 1995 INTEREST RATE: MATURITY DATE: CUSIP NO.: Registered Owner: Principal Amount: THE CITY OF PORT ANGELES, 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 indicated above and to pay interest thereon from November 15, 1995, or the most recent date to which interest -8- DOTODW.DOC 95 /10/12 has been paid or duly provided for until payment of this bond at the Interest Rate set forth above, payable on the first days of each May and November, commencing on May 1, 1996. Both principal of and interest on this bond are payable in lawful money of the United States of America. Interest shall be paid by mailing a check or draft (on the date such interest is due) to the Registered Owner or assigns at the address shown on the Bond Register as of the 15th day of the month prior to the interest payment date. Principal shall be paid to the Registered Owner or assigns upon presentation and surrender of this bond at the principal office of the fiscal agencies of the State of Washington in either 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. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under Ordinance No. 2892 of the City (the "Bond Ordinance ") until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Bond Registrar. It is hereby certified that all acts, conditions and things required by the Constitution and statutes of the State of Washington to exist, to have happened, been done and performed precedent to and in the issuance of this bond have happened, been done and performed and that the issuance of this bond and the bonds of this issue does not violate any constitutional, statutory or other limitation upon the amount of bonded indebtedness that the City may incur. IN WITNESS WHEREOF, the City of Port Angeles, Washington, has caused this bond to be executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile of the City Clerk, and the corporate seal of the City to be impressed or a facsimile thereof imprinted hereon as of this 15th day of November, 1995. ATTEST: /s/ manual or facsimile City Clerk CITY OF PORT ANGELES, WASHINGTON By /s/ manual or facsimile [FORM OF REVERSE SIDE OF BOND] ADDITIONAL PROVISIONS Mayor This bond is one of an authorized issue of bonds of like date and tenor, except as to number, amount, rate of interest and date of maturity in the aggregate principal amount of -9- 00TODW.DOC 95/10/12 $3,600,000, and is issued for the purpose of providing funds to construct and equip a public library. The bonds of this issue are issued under and in accordance with the provisions of the Constitution and applicable statutes of the State of Washington and ordinances duly adopted by the City Council, including the Bond Ordinance. The bonds of this issue maturing on and prior to November 1, 2005 are not subject to redemption in advance of their scheduled maturity. The bonds of this issue maturing on and after November 1, 2006 are subject to redemption at the option of the City on and after November 1, 2005, in whole or in part on any date (and if in part, with maturities to be selected by the City and by lot within a maturity as determined by the Bond Registrar), at a price of par plus accrued interest to the date of redemption. [Term bond provisions, if appropriate.] Notice of any such intended redemption as provided above shall be given not less than 30 nor more than 60 days prior to said redemption date 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 the Bond Ordinance 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. Interest on any bond so called for redemption shall cease on such redemption date unless the same is not paid in full upon presentation made pursuant to such call. Portions of the principal sum of this bond in installments of $5,000 or any integral multiple thereof may also be redeemed in accordance with the provisions set forth above, and if less than all of the principal sum hereof is to be redeemed, upon the surrender of this 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 sum hereof, at the option of the owner, a bond or bonds of like maturity and interest rate in any of the denominations authorized by the Bond Ordinance. The bonds of this issue are not "private activity bonds" as such term is defined in the Internal Revenue Code of 1986, as amended (the "Code "). The bonds of this issue have been designated by the City as qualified tax- exempt obligations under Section 265(b) of the Code for banks, thrift institutions and other financial institutions. The City hereby irrevocably covenants that, unless the principal of and interest on the Bonds are paid from other sources, it will make annual levies of ad valorem taxes upon all of the property in the City subject to taxation without limitation as to rate or amount and in amounts sufficient, with other monies legally available therefor, to pay the principal of and interest on the bonds of this issue 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. The pledge of tax levies may be discharged prior to -10- DOTODW.DOC 95/10/12 1 maturity of the bonds by making provision for the payment thereof on the terms and conditions set forth in the Bond Ordinance. The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations. UNIF GIFTS (TRANSFERS) MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts (Transfers) to Minors Act (State) Additional abbreviations may also be used though not in the list above. The Bond Registrar's Certificate of Authentication on the Bonds shall be in substantially the following form: CERTIFICATE OF AUTHENTICATION Date of Authentication: This bond is one of the bonds described in the within- mentioned Bond Ordinance and is one of the Unlimited Tax General Obligation Bonds, 1995, of the City, dated November 15, 1995. WASHINGTON STATE FISCAL AGENCY, as Bond Registrar By Authorized Signer (form of assignment) ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER OF TRANSFEREE DOTODW.DOC 95/10112 I (Please print or typewrite name and address, including zip code of Transferee) the within bond and does hereby irrevocably constitute and appoint of , or its successor, as Bond Registrar to transfer said bond on the books kept for registration thereof with full power of substitution in the premises. DATED: NOTE: The signature on 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. SIGNATURE GUARANTEED: Section 7. Execution of Bonds. The Bonds shall be executed on behalf of the City with the manual or facsimile signature of the Mayor, shall be attested by the manual or facsimile signature of the City Clerk, and the seal of the City shall be impressed or a facsimile thereof 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 who shall have executed the Bonds shall cease to be 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 who are at the actual date -12- DOTODW.DOC 95/10/12 1 of delivery of such Bond the proper officers of the City although at the original date of such Bond any such person shall not have been such officer of the City. Section 8. Bond Registrar. The City hereby adopts the system of registration specified and approved by the Washington State Finance Committee. The Bond Registrar shall keep, or cause to be kept, at its principal corporate trust office, sufficient books 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 the 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 representations contained in the Certificate of Authentication on the Bonds. The Bond Registrar may become the owner of 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 Bond owners. Section 9. Application of Bond Proceeds. The net proceeds of the Bonds (except for accrued interest, if any, which shall be deposited in the Bond Fund and used to pay a portion of the accrued interest on the Bonds on May 1, 1996) shall be deposited in the Library Construction Fund to be used to pay costs of the Project, including costs of issuance of the Bonds. Section 10. Bond Fund; Pledge. The City Treasurer is hereby authorized and directed to create a fund to be used for the payment of debt service on the Bonds, to be designated as the "Unlimited Tax General Obligation Bond Fund, 1995" (the "Bond Fund "). The City hereby irrevocably covenants that, unless the principal of and interest on the Bonds are paid from other sources, it will make annual levies of ad valorem taxes upon all of the property in the City subject to taxation without limitation as to rate or amount and in amounts sufficient to pay such principal and interest as the same shall become due. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of such taxes and for the prompt payment of such principal and interest. -13- DOTODW.DOC 95/10/12 I Section 11. Defeasance. In the event that money and/or Government Obligations maturing at such time or times and bearing interest to be earned thereon in amounts (together with such money, if necessary) sufficient to redeem and retire part or all of the Bonds authorized hereunder in accordance with their terms, are set aside in a special account of the City to effect such redemption and retirement, and such moneys 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 redemption fund of the City 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 moneys so set aside and pledged, and such Bonds shall be deemed not to be outstanding hereunder. Within 30 days of the defeasance of any of the Bonds, the Bond Registrar shall provide notice of defeasance of such Bonds to the registered owners of the Bonds and to each NRMSIR and SID, if any, in accordance with the ongoing disclosure provision to be adopted by the Sale Resolution pursuant to Section 15 hereof. Section 12. Tax Covenants: Special Designation. The City hereby covenants that it will not make any use of the proceeds of sale of the Bonds or any other funds of the City that may be deemed to be proceeds of such Bonds pursuant to Section 148 of the Code, that will cause the Bonds to be "arbitrage bonds" within the meaning of said section and said regulations. 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. The City hereby designates the Bonds as "qualified tax- exempt obligations" for purchase by financial institutions pursuant to Section 265(b) of the Code. The City does not expect to issue more than $10,000,000 principal amount of qualified tax- exempt obligations in 1995. Section 13. Sale of Bonds. .The Bonds shall be sold at public sale, and bids for the purchase of the Bonds shall be received on behalf of the City by Sound Finance Group, Inc., the financial advisors to the City, at the offices of Preston Gates & Ellis, bond counsel to the City, -14- DOTODW.DOC 95/10/12 located at 701 Fifth Avenue (Floor 50), Seattle, Washington, until 10:00 a.m. on November 7, 1995, or at such other time and date as the Finance Director shall direct. Bids must be on an all or none basis. All bids must be accompanied by surety bond or a cashier's or certified check as a good faith deposit, made payable to the order of the City, in an amount to be determined by the City's Finance Director in consultation with the City's financial advisor, as shall be set forth in the Notice of Bond Sale. The good faith check or surety bond of the successful bidder shall be security for the performance of its bid and shall be held as liquidated damages in case the successful bidder fails to take up and pay for the Bonds within 45 days if tendered for delivery. Upon the date and time established for the receipt of bids, the Finance Director or her designee shall open the bids, shall cause the bids to be mathematically verified and shall report to the City Council regarding the bids received. Such bids shall then be publicly read, considered and acted upon by the City Council in an open public meeting to be held on the same date that the bids are received. The Bonds shall be sold to the bidder offering to purchase them at the lowest true interest cost to the City; provided, however, that the City Council reserves the right to reject any and all bids for the Bonds. The City also reserves the right to waive any irregularity or informality in any bid. The City Council shall approve the sale of the Bonds and establish the interest rates and other provisions of the Bonds by the Sale Resolution. The Finance Director is hereby authorized and directed to prepare an Official Notice of Bond Sale for the Bonds substantially in the form and content attached as Exhibit A to this ordinance, with such changes not inconsistent with this ordinance as the Finance Director shall approve. The Official Notice of Bond Sale or an abridged form thereof shall be published once prior to such sale date in The Daily Journal of Commerce and may be published in such other papers or financial journals as may be deemed desirable or appropriate by the Finance Director. Following the sale of the Bonds, the City shall cause definitive Bonds to be prepared, executed and delivered, which Bonds shall be typewritten, lithographed or printed with engraved or lithographed borders. The proper City official are hereby authorized and directed to do -15- DOTODW.DOC 95/10/12 1 everything necessary for the prompt issuance, execution and delivery of the Bonds to the successful bidder and for the proper use and application of the proceeds of sale of the Bonds. Section 14. Approval of Official Statement. The Finance Director is hereby authorized and directed: (i) to review and approve the information contained in the preliminary official statement (the "Preliminary Official Statement ") prepared in connection with the sale of the Bonds; (ii) for the sole purpose of the purchaser's compliance with paragraph (b)(1) of the Securities and Exchange Commission's Rule 15c2 -12 (the "Rule "), to "deem final" that Preliminary Official Statement as of its date, except for the omission of information on offering prices, interest rates, selling compensation, delivery dates, any other terms or provisions required by the City to be specified in a competitive bid, ratings, other terms of the Bonds dependent on such matters and the identity of the purchaser; and (iii) to authorize the distribution of the Preliminary Official Statement to prospective purchasers of the Bonds. The Finance Director is hereby further authorized and directed to review and approve on behalf of the City a final official statement with respect to the Bonds to be prepared following the sale thereof. The City agrees to cooperate with the successful bidder 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 successful bidder, copies of a final official statement in sufficient quantity to comply with paragraph (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board. Section 15. Undertaking to Provide Ongoing Disclosure. In the Sale Resolution, the City Council will set forth an undertaking for ongoing disclosure with respect to the Bonds, as required by Section (b)(5) of the Rule. Section 16. Bond Insurance. In the Sale Resolution, the Council may provide for the Bonds to be insured by a policy of municipal bond insurance on terms and conditions to be set forth therein. Section 17. Severability. If any one or more of the covenants or agreements provided in this ordinance to be performed on the part of the City shall be declared by any court of -16- DOTODW.DOC 95/10/12 competent jurisdiction to be contrary to law, then such covenant or covenants, 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 18. Effective Date. This ordinance shall become effective from and after its passage, approval and publication, as required by law. PASSED by the City Council of the City of Port Angeles, Washington at a regular meeting thereof held this 17th day of October, 1995. CITY OF PORT ANGELES, WASHINGTON ATTEST: C Zi r, *SJClerk Opt- Publish: October 22, 1995 (By Summary) -17- DOTODW.DOC 95/10/12 1 EXHIBIT A OFFICIAL NOTICE OF BOND SALE $3,600,000 CITY OF PORT ANGELES, WASHINGTON UNLIMITED TAX GENERAL OBLIGATION BONDS, 1995 Sealed bids for the above - referenced bonds (the "Bonds ") of the City of Port Angeles, Washington (the "City ") will be received at the offices of Preston Gates & Ellis, bond counsel to the City, located at 701 Fifth Avenue (Floor 50), Seattle, Washington, until 10:00 a.m., Seattle time, on November 7, 1995 or on such later day as may be established by the Finance Director of the City (the "Finance Director ") and communicated through Munifacts News Service not less than 24 hours prior to the time bids are to be received. All bids received with respect to the Bonds will be considered by the City Council (the "Council ") at its regularly scheduled meeting at 7:00 p.m. on the day bids are received. If the City accepts a bid, it will be awarded to the successful bidder and its terms will be approved by resolution of the Council at such meeting (the "Sale Resolution "). If all bids for the Bonds are rejected, the Finance Director may fix a new date and time for the receipt of bids for such Bonds by giving notice communicated through Munifacts Wire Service not less than 24 hours prior to such new date and time. Any notice specifying a new date and/or time for the receipt of bids, following the rejection of bids received or otherwise, shall be considered an amendment to this Official Notice of Bond Sale. DESCRIPTION OF BONDS Bond Details. The Bonds will be dated November 15, 1995. Interest on the Bonds will be payable on May 1, 1996 and semiannually thereafter on each May 1 and November 1. The Bonds are issuable only as fully registered bonds. Principal of and interest on the Bonds are payable by the fiscal agency of the State of Washington in the cities of Seattle, Washington, and New York, New York, currently First Interstate Bank of Washington, N.A. and The Bank of New York. Election of Maturities. Bidders have the option to designate part or all of the maturities as term bonds, subject to mandatory redemption at par in the years and in the amounts set forth in the serial maturity A -1 DOTODW.DOC 95 /10/12 T schedules for such term bonds. Any term bonds designated must consist of the total principal payments for two or more consecutive years and mature on the latest of such years. If no term bonds are designated, the Bonds will mature in the amounts (subject to adjustment as provided herein) and on the dates set forth in the serial maturity schedule set forth below: Serial Maturity Serial Maturity or Mandatory Principal or Mandatory Principal Redemption Amounts Redemption Amounts 1996 $100,000 2006 $175,000 1997 110,000 2007 185,000 1998 115,000 2008 195,000 1999 120,000 2009 210,000 2000 125,000 2010 220,000 2001 135,000 2011 230,000 2002 140,000 2012 245,000 2003 150,000 2013 260,000 2004 160,000 2014 270,000 2005 165,000 2015 290,000 Redemption. The Bonds maturing on and after November 1, 2006 will be subject to redemption prior to their maturity on and after November 1, 2005, in whole or in part on any date (and if in part, with maturities to be selected by the City and by lot within a maturity as determined by the Bond Registrar), at a price of par, plus accrued interest to the redemption date of such Bonds. The City shall retire by purchase or redemption pursuant to call the term bonds (if any) on or before November 1 of the years and in the amounts designated by the bidder to be mandatory redemptions as provided for above. Purpose. Proceeds of the Bonds will be used to finance the construction and equipping of a public library and to pay costs of issuance of the Bonds. SECURITY In the bond ordinance, the City has irrevocably covenanted that, unless the principal of and interest on the Bonds are paid from other sources, it will make annual levies of ad valorem taxes upon all of the property in the City subject to taxation without limitation as to rate or amount and in amounts sufficient to pay such principal and interest as the same shall become due. The full faith, credit and resources of the City are irrevocably pledged for the annual levy and collection of such taxes and for the prompt payment of such principal and interest. A -2 DCTODW.DOC 95/10/12 1 BOND INSURANCE Bids for the Bonds shall not be conditioned upon obtaining insurance or any other credit enhancement. If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of a bidder, any purchase of such insurance or commitment therefor shall be at the sole option and expense of the bidder, and any increased costs of issuance of the Bonds resulting by reason of such insurance, unless otherwise paid, shall be paid by such bidder. Any failure of the Bonds to be so insured or of any such policy of insurance to be issued shall not in any way relieve the purchaser of its contractual obligations arising from the acceptance of its proposal for the purchase of the Bonds. INTEREST RATES AND BIDDING INFORMATION Bids must be submitted on the official bid forms that are contained in the Preliminary Official Statement, or on photocopies or facsimiles of such forms. Bidders are invited to submit bids for the purchase of the Bonds fixing the interest rate or rates that the Bonds will bear. Interest rates bid shall be in multiples of 1/8 or 1/20 of 1 percent, or both. No more than one rate of interest may be fixed for any one maturity, and no rate of interest for any maturity of the Bonds shall be less than the rate of interest for a prior maturity. No bid will be considered for the Bonds for less than an amount equal to [99] percent of par plus accrued interest or for less than the entire offering of Bonds. The purchaser must pay accrued interest, if any, to the date of delivery of the Bonds. For the purpose of comparison only and not as a part of the bid, each bid shall state the true interest cost of the bid determined in the manner hereinafter stated. The true interest cost will be determined by doubling the semiannual interest rate (compounded semiannually) necessary to discount the debt service payments from the payment dates to the date of the Bonds and to the price bid, without regard to interest accrued to the date of delivery of the Bonds. ISSUE PRICE INFORMATION Upon award of the Bonds, the successful bidder shall advise the City and Bond Counsel of the initial reoffering prices to the public of each maturity of the Bonds (the "Initial Reoffering Prices "). Simultaneously with or before delivery of the Bonds, the successful bidder shall furnish to the City and Bond Counsel a certificate in form and substance acceptable to Bond Counsel (a) confirming the initial Reoffering Prices, (b) certifying that a bona fide offering of the Bonds has been made to the public (excluding bond houses, brokers and other intermediaries), (c) stating the prices at which a substantial amount of each maturity of the Bonds was sold to the public (excluding bond houses, brokers, and other intermediaries), (d) stating the price at which any Bonds that remain unsold at the date of closing would have been sold on such date and (e) stating the offering price of each Bond sold to institutional or other investors at discount. A -3 DOTODW.DOC 95110/12 T BID DEPOSIT All bids shall be without condition, shall be made only on official bid forms furnished by the City or on photocopies or facsimiles of such forms and shall be sealed and accompanied by a good faith deposit in the amount of $36,000. The good faith deposit shall be in the form of cash or a certified or bank cashier's or treasurer's check made payable to the order of the City of Port Angeles or a Financial Surety Bond. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Washington and preapproved by the City. Such bond must be submitted to the City in care of the Finance Director prior to the opening of the bids. The Financial Surety Bond must identify each bidder whose deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to a bidder using a Financial Surety Bond, then that purchaser is required to submit its deposit to the City in the form of a certified or bank cashier's or treasurer's check or wire transfer as instructed by the City not later than 3:30 p.m., Seattle time, on the next business day following the award. If such deposit is not received by that time, the Financial Surety Bond may be drawn upon by the City to satisfy the deposit requirement. Each good faith deposit in a form other than a Financial Surety Bond shall be returned promptly if the bid is not accepted. The good faith deposit of the successful bidder shall be retained by the City as security for the performance of such bid and shall be applied to the purchase price of the Bonds upon the delivery of the Bonds to the successful bidder. Pending delivery of the Bonds, the good faith deposit may be invested for the sole benefit of the City. If the Bonds are ready for delivery and the successful bidder fails or neglects to complete the purchase of such Bonds within 40 days following the acceptance of its bid, the good faith deposit shall be forfeited to the City, and, in that event, the Council may accept the next best bid or call for additional proposals. AWARD The Bonds will be sold to the bidder making a bid conforming to the terms of the offering and offering the lowest true interest cost to the City. If there are two or more equal bids and those bids are the best bids received, the Council shall determine by lot which bid will be accepted. The City reserves the right to reject any or all bids submitted and to waive any formality or irregularity in the bid or bidding process. If all bids are rejected, then the Bonds may be readvertised for sale in the manner provided by law. Any bid presented after the time specified for the receipt of bids will not be accepted, and any bid not accompanied by the required good faith deposit at the time of opening that bid will not be read or considered. DELIVERY Closing shall occur within 40 days after the sale date. Settlement shall be in federal funds available in Seattle, Washington, on the date of delivery. Delivery is expected to be on or about November , 1995. It is understood that if, prior to the delivery of the Bonds, the interest receivable by the owners of the Bonds becomes includable in gross income for federal income tax purposes, or becomes subject to federal income tax other than as described in the Official Statement for the A -4 DOTODW.DOC 95/10/12 Bonds, the successful bidder, at its option, may be relieved of its obligation to purchase the Bonds and in that case the good faith deposit accompanying its bid will be returned without interest. The approving legal opinion of Preston Gates & Ellis, Seattle, Washington, Bond Counsel, will be provided to the purchaser at the time of the delivery of the Bonds. Bond Counsel's opinion shall express no opinion concerning the completeness or accuracy of any Official Statement, offering circular or any other sales material issued or used in connection with the Bonds. A no- litigation certificate will be included in the closing papers of the Bonds. CUSIP NUMBERS It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers on the Bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds in accordance with the terms of this Official Notice of Sale. All expenses in relation to the printing of the CUSIP numbers on the Bonds shall be paid by the City, but the charge of the CUSIP Bureau shall be paid by the purchaser. SECONDARY DISCLOSURE In the Sale Resolution, the City will set forth its undertaking to provide ongoing disclosure about the City for the benefit of the owners of Bonds, as required by Section (b)(5)(i) of the SEC's Rule 15c2 -12 (the "Rule "). The undertaking will be in the form summarized in the Preliminary Official Statement, with such changes as may be agreed to by the successful bidder. The City is in compliance with its prior written undertaking under the Rule. OFFICIAL STATEMENT AND OTHER INFORMATION The Preliminary Official Statement is in a form deemed final by the City for the purpose of Section (b)(1) of the Rule, but is subject to revision, amendment and completion in a final Official Statement, which the City will deliver, at the expense of the City, to the purchaser through its designated representative not later than seven business days after the City's acceptance of the purchaser's bid. The City will provide no more than 100 copies of the final Official Statement. Additional copies will be provided at the purchaser's expense. By submitting the successful bid, the purchaser's designated senior representative agrees to file, or cause to be filed, within one business day following the receipt from the City, the final Official Statement with a nationally recognized municipal securities information repository designated by the Securities and Exchange Commission. A -5 T1 DOTODW.DOC 95/10/12 Further information regarding the Bonds and copies of the preliminary official statement may be obtained upon request made to Joan Egan, Sound Finance Group, Financial Advisor to the City, 1212 E. Newton, Seattle, Washington 98102 (206) 328 -9251. DATED at Port Angeles, Washington, this day of October, 1995. /s/ Katherine Godbey Finance Director, City of Port Angeles A -6 DOTODW. DOC 95/10/12 OFFICIAL BID FORM FOR THE PURCHASE OF $3,600,000 CITY OF PORT ANGELES, WASHINGTON UNLIMITED TAX GENERAL OBLIGATION BONDS, 1995 Ms. Katherine Godbey Finance Director City of Port Angeles c/o Preston Gates & Ellis 701 Fifth Avenue (Floor 50) Seattle, Washington Dear Madam: For Three Million Six Hundred Thousand Dollars ($3,600,000) par value Unlimited Tax General Obligation Bonds, 1995 (the "Bonds"), of the City of Port Angeles, Washington, dated November 15, 1995, described in the attached Official Notice of Bond Sale, which is hereby made a part of this bid, and for all but not less than all of the Bonds, with interest rates per annum on the Bonds maturing on November 1 in the years and amounts set forth in this Official Bid Form as indicated below Principal Interest Serial Mandatory Principal Interest Serial Mandatory Year Amount Rate Maturity Redemption Year Amount Rate Maturity Redemption 1996 $100,000 2006 $175,000 1997 110,000 2007 185,000 1998 115,000 2008 195,000 1999 120,000 2009 210,000 2000 125,000 2010 220,000 2001 135,000 2011 230,000 2002 140,000 2012 245,000 2003 150,000 2013 260,000 2004 160,000 2014 270,000 2005 165,000 2015 290,000 We offer to pay the sum of Dollars ($ ) together with accrued interest, if any, to the date of delivery. The mandatory redemptions checked above, if any, shall be applied to term bonds maturing November 1, of the following year(s) in the following principal amount(s) and bearing interest as follows: $ term bonds maturing on November 1, at % per annum. $ term bonds maturing on November 1, at % per annum. $ term bonds maturing on November 1, at % per annum. In accordance with the terms of the Official Notice of Bond Sale there is enclosed a Financial Surety Bond or a certified or bank cashier's or treasurer's check for $36,000 payable to the order of the City of Port Angeles. The proceeds of this check are to be applied in accordance with the terms of the Official Notice of Bond Sale if the Bonds are awarded to us, or the check is to be returned to us if the Bonds are not awarded to us. This bid is submitted in accordance with and subject to all provisions contained in the Official Notice of Bond Sale which is attached hereto and made a part of this bid. If our proposal to purchase the Bonds is successful, the person whom the City or its representatives should contact regarding closing arrangements is at the following telephone number: Estimated true interest cost % (Note: Not a part of the bid.) Our proposal includes obtaining bond insurance for the Bonds from at our sole expense. Return of the good faith deposit in the amount of $ is hereby acknowledged. Very truly yours, Representing: Representing: CERTIFICATE I, the undersigned, City Clerk of the City of Port Angeles, Washington, (the "City ") and keeper of the records of the City Council (the "City Council "), DO HEREBY CERTIFY: 1 That the attached Ordinance No. 2892 (the "Ordinance ") is a true and correct copy of an ordinance of the City, as finally passed at a regular meeting of the Council held on the 17th day of October, 1995, 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 special meeting was given; that a legal quorum 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 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 of Port Angeles, Washington, this l7tlday of October, 1995. [City Seal] 1 Summaries of Ordinances Adopted by the Port Angeles City Council on October 17, 1995 Ordinance No. 2892 This Ordinance of the City of Port Angeles provides for the issuance and sale of General Obligation Bonds of the City in the aggregate principal amount of $3,600,000 for the purpose of constructing and equipping a public library; provides the date, form, terms and maturities of the bonds to be issued and for unlimited tax levies to pay the principal thereof and interest thereon; authorizes an official statement; and approves the sale of such bonds by competitive bid. Ordinance No. 2893 This Ordinance of the City of Port Angeles pertains to the creation of accounts receivable by requiring the completion and approval of a credit application and payment of a $40.00 credit check fee and amends Ordinance 2112 and Chapter 3.64 of the Port Angeles Municipal Code. Ordinance No. 2894 This Ordinance of the City of Port Angeles establishes landfill disposal rates for commercial loads of debris capable of being composted and amends Ordinance 2317, as amended, and Chapter 13.56 of the Port Angeles Municipal Code. The full texts of the Ordinances are 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. These Ordinances shall take effect five days after the date of publication of these summaries. Publish: October 22, 1995 Becky J. Upton City Clerk T