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HomeMy WebLinkAboutAgenda Packet 01/23/2006 WAS H I N G TON, U. S. A. AGENDA CITY COUNCIL MEETING 321 EAST FIFTH STREET January 23, 2006 SPECIAL MEETING - 6:00 p.m. ~ORTANGELES A. CALL TO ORDER - Special Meeting - 6:00 p.rn. ROLL CALL - PLEDGE OF ALLEGIANCE - B. ORDINANCES NOT REQUIRING A PUBLIC HEARING 1. Conduct first reading of a bond issue 1 1. Conduct first reading C. EXECUTIVE SESSION: Under the authority ofRCW 42.30.llO(l)(i), to discuss with legal counsel representing the City potential litigation or legal risks of a proposed action when public discussion of the litigation or legal risks is likely to result in an adverse legal or financial consequence to the agency. I:\MyFiles\Backup\OFFICE\WPWIN\MYFILESlagendas\2006\Jan. 23, '06 spec mtg.wpd D. ADJOURNMENT "..o::l~,,~< NOTE: HEARING DEVICES AVAILABLE FOR THOSE NEEDING ASSISTANCE MAYOR TO DETERMINE TIME OF BREAK January 23,2006 Port Angeles City Council Meeting Page - 1 ~ORTANGELES WAS H I N G TON, U. S. A. I. CITY COUNCIL SPECIAL MEETING January 23, 2006 CALL TO ORDER - SPECIAL MEETING: tnDR. O.'nt. I II. ROLL CALL: Members Present: Mayor Rogers Deputy Mayor Williams Councilmember Braun Councilmember Erickson Councilmember Munro Councilmember Pittis Councilmember Wharton Staff Present: Manager Madsen Attorney Bloor Clerk Upton G. Cutler D. McKeen T. Riepe y. Ziomkowski v ~ =* V ~ V' \/" V Other Staff Present: v m. PLEDGE OF ALLEGIANCE: Led by: ~.J)'Ltf\el-r).JYaIJ~O~ ~ ~.() · ~ORTANGELES WAS H I N G TON. U. S. A. CITY COUNCIL SPECIAL MEETING Attendance Roster DATE OF MEETING: January 23. 2006 LOCATION: City Council Chambers { (\.Q \ I 56 bp{ l ')S Pl.ice lU tv-) f CITY OF PORT ANGELES, WASHINGTON LIMITED TAX GENERAL OBLIGATION BOND, 2006 (MULTI-MODAL PROPERTY ACQUISITION) $1,200,000 ORDINANCE NO. AN ORDINANCE of the City of Port Angeles, Washington, ratifying and confirming the Council's approval of a purchase and sale agreement for the acquisition by the City of certain real property; authorizing the issuance to the seller of such real property of a limited tax general obligation bond of the City in the principal amount of $1,200,000 in accordance with the terms of such agreement; providing the date, form, and terms of the bond; and authorizing the annual levy of taxes to pay the principal of and interest on the bond. Passed: _,2006 Prepared By PRES10N GATES & ELLIS LLP 925 Fourth Avenue, Suite 2900 Seattle, Washington 98104-1158 (206) 623-7580 1 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. Exhibit A Exhibit B TABLE OF CONTENTS Pa!!e Definitions ............................................................................................................... 1 Findings ................................................................................................................... 2 Purpose, Authorization and Description of Bond.... ............................... ................. 2 Registration, Payment and Transfer......... .............................. ............................... .... 3 No Prepayment Option ................... ............. ............... ........... ............. ....~................ 3 Lost or Destroyed Bond................................:....... .........:......................................... 3 Execution of Bond................................ .................................................................... 3 Form of Bond..................................;........................................................................ 4 Bond Fund....................... ::........................................................................................ 8 Pledge of Taxation and Credit ............ ..... :..............; .................... ............................ 8 Tax Exemption; Special Designation ..... ..... .........................,........ ............... ............ 8 Defeasance............................................................................................................... 9 No Ongoing Disclosure........................................................................................... 9 Delivery of Bond..................................................................................................... 9 Severability.............................................................................................................. 9 Effective Date.................................................................................;.......................l 0 Copy of Agreement for Purchase and Sale of Real Property Copy of City Council findings approved on November 10, 2005 2 (.).; .,; ORDINANCE NO. AN ORDINANCE of the City of Port Angeles, Washington, ratifying and confirming the Council's approval of a purchase and sale agreement for the acquisition by the City of certain real property; authorizing the issuance to the seller of such real property of a limited tax general obligation bond of the City in the principal amount of $1,200,000 in accordance with the terms of such agreement; providing the date, form, and terms of the bond; and authorizing the annual levy of taxes to pay the principal of and interest on the bond. . I WHEREAS, by motion of the City Council of the City of Port Angeles, Washington (the "City"), adopted on November 10, 2005, the Council has approved a 'purchase and .sale agreement in substantially the form set forth on Exhibit A to this ordinance (the "Agreement"), with respect to certain real property described in Paragraph 1 of the Agreement (as therein described, the "Property"); and WHEREAS, as provided by the Agreement, the Council has determined that it is in the best interest of the City and its residents to finance the purchase of the Property by issuing to the Seller (as such term is defined in the Agreement) a limited tax general obligation bond of the City in the principal amount of$I,200,000 (the "Bond"); and WHEREAS, the Council wishes to authorize issuance of the Bond to the Seller in satisfaction of the Agreement, as provided.in this ordinance; 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: "Agreement" means the Agreement for the Purchase and Sale of Real Property dated , 2006, between the City and Richard J. Niichel and Francis M. Niichel, husband and wife, therein referred to as "Seller." "Bond" means the City of Port Angeles, Washington, Limited Tax General Obligation Bond, 2006 (Multi-Modal Property Acquisition)", authorized to be issued in the principal amount of $1,200,000 pursuant to this ordinance. "Bond Fund" means the "Limited Tax General Obligation Bond Redemption Fund, 2006 (Multi-Modal Property Acquisition)" established pursuant to Section 9 hereof. ,; "Bond Register" means the registration records for the Bond maintained by the Bond Registrar. 3 "Bond Registrar" means the Fjnance Director, for the purpose of registering and authenticating the Bond, maintaining the Bond Register, transferring ownership of the Bond, and paying the principal of and interest on the Bond. "City" means the City of Port Angeles, Washington, a municipal corporation duly organized and existing under the laws of the State of Washington. "Citv Clerk" means the duly qualified, appointed and acting City Clerk of the City or any other officer who succeeds to the duties now delegated to that office. "Code" means the Internal Revenue Code of 1986, as amended, together with corresponding and applicable final, temporary or proposed regulations and revenue rulings issued or amended with respect thereto by the United States Treasury Department or the Internal Revenue Service, to the extent applicable to the Bond. "Council" means the duly constituted City Council as the general legislative authority of the City. "Finance Director" means the duly. qualified, appointed and acting Finance Director of the City or any other officer who succeeds to the duties now delegated to that office. "Property" means that certain real property located at III E. Front Street in Port Angeles, Washington, as described in Paragraph 1 of the Agreement. "Registered Owner" means the person in whose name the Bond is registered on the Bond Register. \ "Seller" has the meaning given such term in the Agr~ement. Section 2. Findings. The Council hereby ratifies and confirms its findings with respect to the City's acquisition of the Property and its approval of the Agreement, all as set forth in its motion adopted on November 10, 2005, a copy of which is attached as Exhibit B to this ordinance. Section 3. Purpose. Authorization and Description of Bond. For the purpose of financing the purchase price of the Property under the Agreement, the City shall issue the Bond to the Seller. cThe Bond shall be designated the "City of Port Angeles, Washington, Limited Tax General Obligation Bond, 2006 (Multi-Modal Property Acquisition))," shall be dated as of the date of its delivery to the Seller, shall be fully regist<~red as to both principal and interest, shall be in the denomination of $1,200,000, shall be numbered in such manner and with any additional designation as the Bond Registrar deems necessary for purposes of identification and control, and shall bear interest on unpaid principal at a per annum rate of 6.5% payable on semiannually on March 1 and September 1 of each year. Interest on the Bond shall be calculated based on a 360-day year of twelve 30-day months. Principal of the Bond shall be paid as follows: $200,000 of principal shall be amortized over approximately 15. years, with the balance of unpaid principal 1z- P:\DOl\DOn RH 01/23/06 rr;'JW''j'1~~{?~':}:~:S%',;'';<'':;;;'<' ",:i '; , '.' "fE1!n~-:;'~:?t-~;i~;t:f';:~:);s:tC~'~'i:: payable upon final maturity of the Bond approximately 15 years after the date of issuance of the Bond. Section 4. Registration, Payment and. Transfer. The Finance Director is hereby appointed as authenticating agent, registrar, paying agent and transfer agent for the Bond (the "Bond Registrar"). The Bond Registrar shall keep sufficient records for the registration and transfer of the Bond. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver the. Bond to the Seller, to transfer the Bond in accordance with the provisions of this ordinance and to carry out all other duties of the Bond Registrar under this ordinance. Both principal of and interest on the Bond are payable in .lawful money of the United States of America. Installments of the principal of and interest on the Bond shall be paid by check or draft of the Bond Registrar mailed on the date ~uch installment is due or by electronic funds transfer made on the date such installment is due to the Registered Owner at the address appearing on the Bond Register. Upon final payment of all installments of principal and interest thereon, the Bond shall be submitted to the Bond Registrar for cancellation and surrender. The registered ownership of the Bond may be transferred, but no transfer shall be valid unless the Bond is surrendered. to the Bond Registrar with the assignment form appearing on the Bond duly executed by the Registered. Owner or such Registered Owner's duly authorized agent in a manner satisfactory to the Bond Registrar. Upon such surrender, the Bond Registrar shall cancel the surrendered Bond and shall authenticate and deliver, without charge to the Registered Owner or transferee therefore,. a ~ew Bond of like amount, maturity and tenor, naming as Registered Owner the person or persons listed as the assignee on the assignment form appearing on the surrendered Bond, in exchange for the surrendered and cancelled Bond. Section 5. No Prepayment Option. The Bond is not subject to optional prepayment or redemption by the City, in whole or in part, prior to its stated maturity. Section 6. Lost or Destroyed Bond. If the Bond is lost, stolen or destroyed, the Bond Registrar may authenticate and qeliver a new Bond of like amount, maturity and tenor to the Registered Owner upon the owner paying the expenses and charges of the Bond Registrar and the City in connection with preparation and authentication of the replacement Bond and upon his or her filing with the Bond Registrar and the City evidence satisfactory to establish both that such Bond was actually lost, stolen or destroyed and of his or her ownership; and upon furnishing the City imd the Bond Regis~rar with indemnity satisfactory to both. Section 7. Execution of Bond. The Bond shall be executed on behalf of the City with the manual or facsimile signature of the Mayor, attested by the manual or facsimile signature of the City Clerk, and shall have the seal of the City impressed or imprinted thereon. In case either or both of the officers who have signed or attested the Bond cease to be such officer before the Bond has been actually issued and delivered, the Bond shall be valid nevertheless and may be issued by the City with the same effect as though the persons who had signed or attested the Bond had not ceased to be such officers, and the Bond may be signed or attested on behalf of the City by officers who at the date of actual execution of such Bond are the proper officers, although at the nominal date of execution of the Bond such officer was not an officer of the City. ~- P:\DOnoOT1 RH 01/23/06 Only a Bond that bears a Certificate of Authentication in the form set forth in Section 8, 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 Bond so authenticated has been duly executed, authenticated and delivered and is entitled to the benefits of this ordinance. NO. Section 8. Form of Bond. The Bond shall be in substantially the following form: UNITED STATES OFAMEroCA $1,200,000 STATE OF WASHINGTON CITY OF PORT ANGELES LIMITED TAX GENERAL OBLIGATION BOND, 2006 (MULTI-MODAL PROPERTY ACQUISITION) INTEREST RATE: 6.5% FINAL MA TUroTY: March 1, 2021 REGISTERED OWNER: PRINCIPAL AMOUNT: ONE MILLION TWO HUNDRED THOUSAND AND NO/100 DOLLARS The City of Port Angeles, Washington, a municipal corporation organized and existing under and by virtue of the laws and Constitution of the State of W ashington, (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns, the Principal Amount indicated above and to pay interest on the unpaid balance thereof, from February 7, 2006, or the most recent date to which interest has been paid or duly provided for until payment of this Bond at the Interest Rate set forth above, payable on September 1, 2006, and semiannually thereafter on the first days of each succeeding March and September. Interest on the Bond shall be calculated based on a 360-day year of twelve 30-day months. Principal of the Bond shall be paid in installments on the following dates and in the following amounts: Date 9/1/2006 3/1/2007 9/1/2007 3/1/2008 9/1/2008 3/1/2009 9/1/2009 3/1/2010 9/1/2010 3/1/2011 9/1/2011 3/1/2012 9/1/2012 Principal $ 5 ,000.00 5 ,000.00 5 ,000.00 5 ,000.00 5 ,000.00 5 ,000.00 5 ,000.00 5 ,000.00 5 ,000.00 5 ,000.00 5 ,000.00 5 ,000.00 5 ,000.00 Interest $ 3 9,000.00 38,837.50 3 8,675.00 38,512.50 3 8,350.00 38,187.50 3 8,025.00 3 7,862.50 37,700.00 37,537.50 37,375.00 37,212.50 37,050.00 Total Payment $ 4 4,000.00 43,837.50 4 3,675.00 4 3,512.50 4 3,350.00 43,187.50 4 3,025.00 4 2,862.50 42,700.00 42,537.50 4 2,375.00 42,212.50 4 2,050.00 ~- P:\DOT\DOT1 RH 01/23/06 3/1/2013 9/1/2013 3/1/2014 9/1/2014 3/1/2015 9/1/2015 3/1/2016 9/1/2016 3/1/2017 9/1/2017 3/1/2018 9/1/2018 3/1/2019 9/1/2019 3/1/2020 9/1/2020 3/1/2021 5 ,000.00 5 ,000.00 5 ,000.00 5 ,000.00 5 ,000.00 1 0,000.00 1 0,000.00 1 0,000.00 1 0,000.00 1 0,000.00 1 0,000.00 1 0,000.00 1 0,000.00 1 0,000.00 1 0,000.00 1 0,000.00 1,000,000.00 N?}'~Tltr*,:~'j{A'!'.'~;~r;{ 3 6,887-50 36,725.00.. 3 6,562.50 3 6,400.00 3 6,237.50 3 6,075.00 35,750.00 3 5,425.00 35,100.00 34,775.00 3 4,450.00 3 4,125.00 3 3,800.00 33,475.00 33,150.00 3 2,825.00 3 2,500.00 ',<.; ',~' ".'rW~Jt;~'irlL!~'>t) 4 1 ,887.50 41,725.00 4 1,562.50 4 1,400.00 41,237.50 4 6,075.00 45,750.00 4 5,425.00 4 5,100.00 44,775.00 4 4,450.00 4 4,125.00 4 3,800.00 43,475.00 43,150.00 4 2,825.00 1 ,032,500.00 -----------------_..------------------------------------------------------------------------ $ 1,200,000.00 $ 1 ,088,587.50 $ 2,288,587.50 This Bond is issued pursuant to Ordinance No. (the "Bond Ordinance") passed by the City Council on February 7,2006, to finance the purchase of real property by the City. Capitalized terms used in this Bond and not otherwise defined herein shall have the meanings given such terms in the Bond Ordinance. Both principal of and interest on this Bond are payable in lawful money of the United States of America. The Finance Director of the City of Port Angeles has been appointed by the Bond Ordinance as Bond Registrar. Installments of the principal of and interest on the Bond shall be paid by check or draft of the Bond Registrar mailed on the date such interest is due or by electronic funds transfer made on the date such interest is due to the Registered Owner at the address appearing on the Bond Register. Upon final payment of all installments of principal and interest thereon, the Bond shall be submitted to the Bond Registrar for cancellation and surrender. The Bond is not subject to prepayment or redemption prior to its stated maturity. The City has designated the Bond as a qualified tax-exempt obligation under Section 265(b) of the Internal Revenue Code of 1986, as amended. The City has irrevocably covenanted with the owner of this Bond that it will annually include in its budget and levy taxes on all taxable property in the City, within and as part of the property taxes authorized by law to be levied by the City without a vote of the people, in an amount that, together with other lawfully available funds, will be sufficient to pay the principal of and interest on the 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. This Bond is not secured by the grant of any security interest, mortgage, lien or other right, encumbrance or interest in the Property. 1 -5- p:\OOnOOT1RH 01/23/06 The pledge of taxes for payment of the principal of and interest on the Bond may be discharged prior to maturity of the Bond by making provisions for the payment thereof on the terms and conditions set forth in the Bond Ordinance. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the Certificate of Authentication has been manually signed by the Bond Registrar. 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 or his/her duly authorized agent and only if endorsed in the manner provided hereon, and a new fully registered Bond of like amount, maturity and tenor shall be issued to the transferee in exchange. Such transfer shall be without cost to the Registered Owner or transferee. The City and Bond Registrar may deem the person in whose name this Bond is registered to be the absolute owner for the purpose of receiving payment of the principal of and interest on this Bond and for all other purposes. It is hereby certified that all acts, conditions and things required by the Constitution and statutes of the State of Washington and the ordinances of the City 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. does not violate any constitutional, statutory or other limitation upon the amount of bonded indebtedness that the City may incur. The City has caused this Bond to be. executed by the manual or facsimile signature of the Mayor and to be attested by the manual or facsimile signature of the City Clerk, and has caused the seal of the City to. be impressed or imprinted on this Bond, as of this _ day of ,2006 CITY OF PORT ANGELES, WASHINGTON By /s/ Karen A. Rogers, Mayor ATTEST: /s/ Becky J. Upton, City Clerk CERTIFICATE OF AUTHENTICATION This is the Limited Tax General Obligation Bond, 2006 (Multi-Modal Property Acquisition)), of the City of Port Angeles, Washington, dated , 2006, as described in the Bond Ordinance. r ~- P:\D01\DOT1 RH 01/23/06 ');ii':'C,_''J~;>; - ,,- ;';;'t}~;\\,~,~>',~"-~'N-::>H. FINANCE DIRECTOR OF THE CITY OF PORT ANGELES, as Bond Registrar By Yvonne Ziomkowski The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN as joint tenants with right of survivorship and not as tenants in common UNIF GIFT (TRANSFERS) MINACT - Custodian (Cust) (Minor) under Uniform Gifts (Transfers) to Minors Act (State) Additional abbreviations may also be used, though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _ PLEASE INSERT SOCIAL SECURITY OR T AXP A YER IDENTIFICATION NUMBER OF TRANSFEREE (Please print or typewrite name and address, including zip code, of transferee) DATED: SIGNATURE GUARANTEED: , . ~- p:\DOnOOT1RH 01/23/06 NOTICE: Signature(s) mustbe guaranteed pursuant to law. 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. Section 9. Bond Fund. There is hereby authorized and directed to be created in the office of the Finance Director a special fund to be drawn upon for the purpose of paying the principal of and interest on the Bond to be known as the "Limited Tax General Obligation Bond Redemption Fund, 2006 (Multi-Modal Property Acquisition)" (the "Bond Fund"). The Bond Fund shall be drawn upon for the sole purpose of paying the principal of and interest on the Bond. The taxes hereafter levied for the purpose of paying principal of and interest on the Bond and other funds to be used to pay the Bond shall be deposited in the Bond Fund no later than the date such funds are required for the payment of principal of arid interest on the Bond. 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 funds. Any interest or profit from the investment of such money shall be deposited in the Bond Fund. Section 10. Pledge of Taxation and Credit. The City hereby irrevocably covenants for. as long as the Bond is outstanding and unpaid that each year it will include in its budget and levy an ad valorem tax on all taxable property in the City, within and as part of the 'property taxes authorized by law to be levied by the City without a vote of the people, in an amount that, together with other lawfully available funds, will be sufficient to pay the principal of and interest on the Bond as the same shall become due. All of such taxes so collected and any other money to be used for such purposes shall be paid into 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 and interest on the Bond will be and is hereby irrevocably set aside, pledged and appropriated for the payment of the principal of and interest on the Bond. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of said taxes and for the prompt payment of the principal of and interest on the Bond as the same shall become due. . The Bond is not secured by the grant of any security interest, mortgage, lien or other right, encumbrance or interest in the Property. Section 11. Tax Exemption: Special Designation. The City intends that interest on the Bond shall be excludable from gross income for federal income tax purposes pursuant to sections 103 and 141 through 150 of the Code, and the applicable regulations. Upon the issuance ~~ P:\OO1\OOT1RH 01/23/06 .. ."'. ,'-<;; ::f'" ;\i:{'- '.'.'-';-" -,;.' ". I I of the Bond, the Finance Director is authorized to execute a federal tax certificate (the "Tax Certificate"), which will certify to various facts and representations concerning the Bond, based on the facts and estimates known or reasonably expected on the date of issuance of the Bond, and make certain covenants with respect to the Bond, including a covenant that the Property will not be used in a manner that would cause the Bond to be a "private activity bond" within the meaning of the Code, as further described in the Tax Certificate. The City covenants that it will comply with the. Tax Certificate unless it receives advice from nationally recognized bond counselor the Internal Revenue Service that certain provisions have been amended or no longer apply to the Bond. The City hereby designates the Bond as a "qualified tax-exempt obligation" under Section 265(b )(3) of the Code for banks, thrift institutions and other financial institutions. The City does not expect to issue more than $10,000,000 of "qualified tax-exempt obligations" during 2006. Section 12. Defeasance. In the event that the City sets aside in the Bond Fund or in another special account, held in trust by a trustee, cash or noncallable government obligations, as such obligations are now or hereafter defined in Chap. 39.53 RCW, or any combination of cash and/or noncallable government obligations, in amounts and maturities that, together with the known earned income therefrom, are sufficient to pay all installments of principal and interest on the Bond in accordance with its terms, and such cash and/or noncallable government 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 installments of principal and interest on the Bond when due. The owner of the Bond so provided for shall cease to be entitled to any lien, benefit or security of this ordinance except the right to receive the payments of principal and interest from such special account, and the Bond shall be deemed to be not outstanding under this ordinance. In accordance with the provisions of Section 5 of this ordinance, these defeasance provisions do not permit any optional prepayment or redemption of the Bond. Section 13. No Ongoing Disclosure. The Bond is exempt from the ongoing disclosure requirements of Securities and Exchange Commission Rule 15c2-12 by reason of the exemption set forth in subsection (d)(i) of that rule with respect to the issuance of securities in authorized denominations of $100,000 or more. Section 14. Delivery of Bond. Once the terms and conditions for the City's purchase of the Property under the Agreement are satisfied, the Bond shall be delivered to the Seller identified in the Agreement to satisfythe purchase price for the Property. The Mayor, Finance Director, City Clerk, City Attorney and other appropriate officers and agents of the City are authorized to take any actions and to execute agreements, certificates and other documents as in their judgment may be necessary or desirable to carry out the terms of, and complete the transactions contemplated by, the Agreement and this ordinance. All acts taken pursuant to the authority of this ordinance but prior to its effective date are hereby ratified. Section 15. Severability. If anyone or more of the covenants and agreements provided in this ordinance to be performed on the part of the City shall be declared by any court l_J_ P:\DOnoOT1RH 01/23/06 '. of competent jurisdiction to be contrary to law, then such covenant or covenants, agreement or agreements, shall be null and voidand 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 Bond. Section 16. Effective Date. This ordinance shall become effective five days after its passage and publication, as required bylaw. PASSED by the City Council of the City of Port Angeles,W ashington, at a [regular/special] meeting thereof held ,2006. CITY OF PORT ANGELES, W ASHlNGTON By Karen A. Rogers, Mayor ATTEST: Becky J. Upton, City Clerk ~l~- p:\OOnOOT1RH 01/23/06 , ,~',\~,:..;"''f .: EXHIBIT A Copy of Real Estate Purchase and Sale Agreement 13 .. EXHmIT B Copy of City Council findings approved on November 10, 2005 14 CITY CLERK'S CERTIFICATE I, the undersigned, City Clerk of the City of Port Angeles, Washington (the "City") and keeper of the records of the City Council of the City (the "Council"), DO HEREBY CERTIFY: 1. That the attached Ordinance is a true and correct copy of Ordinance No. of the City (the "Ordinance"), as finally passed at a [regular/special] meeting of the Council of the City held on , 2006, and duly recorded in my office. 2. That said meeting was duly conv~ned 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 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. 2006. IN WITNESS WHEREOF, I have hereunto set my hand this _ day of City Clerk 15 P:\DOnoOT1RH 01/23/06