HomeMy WebLinkAboutCouncil Packet 11/04/2020 NOVEMBER 4, 2020
City of Port Angeles Council Meeting Agenda
Additional information on attendance of this meeting will be found at www.ci1ygfba.us
This meeting will be held virtually
The Mayor may determine the order of business for a particular City Council meeting. The agenda should be arranged to best serve
the needs and/or convenience of the Council and the public. The Mayor will determine time of break. Hearing devices are available
for those needing assistance. The items of business for regular Council meetings may include the following:
A. Call to Order —Regular Meeting at 6:00 p.m.
B. Roll Call,Pledge of Allegiance
Ceremonial Matters, Proclamations & Employee Recognitions
1. Veteran's Day Proclamation
C. Public Comment
The City Council desires to allow the opportunity for Public Comment.However,the business of the City must proceed in an orderly,
timely manner.Written public comment can be submitted to:ratxnrl a>ct_afp ,. s,comments will not be read aloud but will be made
a part of the record. To provide pre-recorded messages to the City Council by phone,please call 360-417-4504. Messages received
will be provided to Council.These messages will be made a part of the record. Comments should be received by 2:00 pm.Wednesday,
November 4,2020.
Visit l qpr�. � . ru ,l��u"pr<�.rG;, VJvc Vu11-uGj MccJngs to learn more about how to make apublic comment or watch the meeting.For
audio only please call 1-844-992-4726.Use access code: 126 811 5365.If you wish to make a public comment during the meeting,
once connected press *3 to raise your virtual hand. You will be notified when it is your turn to speak.
Members of the public may address the City Council at the beginning and end of any Regular Meeting under"Public Comment."
During the "Public Comment"portion of the meeting,individuals may speak to agenda items,except those scheduled for a Public
Hearing.
The City Council desires to allow the opportunity for Public Comment.However,the business of the City must proceed in an orderly,
timely manner.At any time,the presiding officer,in the presiding officer's sole discretion,may set such reasonable limits as are
necessary to prevent disruption of other necessary business.
At its most restrictive,Public Comment shall be limited to a total of 15 minutes for the first Public Comment period and shall be
concluded not later than 9:45 for the second Public Comment period.
Individuals may speak for three(3)minutes or less,depending on the number of people wishing to speak.If more than 20 people are
signed up to speak each speaker may be allocated two(2)minutes.
Individuals who are residents of the City or own businesses within the City will be called to speak first,with preference given to those
who wish to speak to an item on the meeting's agenda.If time remains,the presiding officer will call other individuals wishing to
speak,generally in the order in which they have signed.If time is available,the presiding officer may call for additional unsigned
speakers.
Persons speaking shall state their name,whether they reside within the City limits,whether they have any other pertinent connection
to the City,and whether they are appearing as the representative of an organization.Excerpts: Council Rules of Procedure Section 12
November 4,2020 Port Angeles City Council Meeting Page 1
D. Late Items
To be placed on this or future agendas, including any executive session needed during or at the end of the meeting.
E. Consent Agenda I Approve
1. City Council Minutes of October 6,2020 and October 20,2020/Approve....................................................................E-1
2. 4'Quarter PBIA Fee Waiver/Pass Resolution..............................................................................................................E-9
3. Facility Use Agreement-Lincoln Park BMX Association/Approve..............................................................................E-12
4. Hearings Examiner/Rates Contract...............................................................................................................................E-20
F. Public Hearings 16:30 p.m. or Soon Thereafter
To provide oral or written public hearing testimony,follow the Public Comment instructions.
1. Ordinance Levying 2020 Property Tax for Collection in 2021 /Conduct Public Hearing/Open Public Hearing/Pass
Resolution/Continue to November 17............................................................................................................................F-1
G. Ordinances Not Requiring Council Public Hearings
1. Water/Wastewater Bond Refunding Ordinance#3666/Conduct 2nd Reading/Adopt Ordinance .................................G-1
H. Resolutions Not Requiring Council Public Hearings
I. Other Considerations
1. PA Harbor: Amendment to Potentially Liable Parties Participation Agreement/Approve...........................................I-1
2. 2021 Legislative Priorities/Council Discussion.............................................................................................................I-3
J. Contracts & Purchasing
1. 16'Street Low Impact Development Retrofit PSA/Approve........................................................................................J-1
2. 2020 Pavement Repair Projects Contract Final Acceptance/Approve............................................................................J-3
K Council Reports
L. Information
City Manager Report
M. Second Public Comment
To call in and provide oral public comment through a telephone line during the public meeting,call 425-636-9666 and use the access
code: 126 811 5365.This code is valid for the November 4 meeting only.This information can all be found on the City's website at
v y v,rj t of a.us
Adjournment
PUBLIC HEARINGS
Public hearings are set by the City Council in order to meet legal requirements. City Council may set a public hearing in order to
receive public input prior to making decisions which impact citizens.Certain matters may be controversial and City Council may
choose to seek public opinion through the public hearing process.
November 4,2020 Port Angeles City Council Meeting Page 2
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PROCLAMATION
In Recognition of
VETERANS DAY 2020
WHEREAS, Veterans Day is a time for us as a community and a Nation to pause and reflect upon the
accomplishments and sacrifices of our Nation's military veterans,past and present; and
WHEREAS, it is a time not only to recognize Veterans with public ceremony,but also to seek them out with
compassion and praise,to thank them, learn from them; and
WHEREAS, as we celebrate their service in our country's Army, Navy, Air Force, Marines, Coast Guard,
Merchant Marines,National Guard and Reserves, we are reminded how the defense of freedom
comes with great sacrifice and loss. We salute the members of our Armed Forces who are
confronting our adversaries abroad; and
WHEREAS, we further recognize the valor and sacrifice of the men and women who left America's shores
but did not live to be thanked as Veterans. They will always be remembered by our Country in
our hearts and prayers; and
WHEREAS, the prosperity and freedom we enjoy today are direct results of their service and commitment.
We all share the valuable legacy given to us through their devotion to our Nation's fundamental
principles; and
WHEREAS, here in our community, programs like the Veterans Resource Program through Peninsula
College, have found a way to give back to our Veterans. Over the last eight years, more than
800 Veterans have participated in the program. As a partner in the program,one of the goals of
Veterans Resource is to ensure the campus is veteran friendly by implementing best practices
and policies designed to foster social support, acceptance, a welcoming environment, and a
setting that meaningfully acknowledges the contributions of our Veterans.
WHEREAS, as our Veterans have profoundly shaped our country's history, it is essential for our youth to
understand the responsibilities of citizenship,for America's future is in their hands. We are free
today because Veterans have served,and we are free today and tomorrow because of all of those
that continue to serve; and
WHEREAS, the City of Port Angeles has employed numerous Veterans, and currently employs many
Veterans and active service men and women. We thank those members of our staff for the
sacrifices you have made to keep those of us at home safe. Thank you for your willingness to
protect our freedoms.
NOW,THEREFORE,I,Kate Dexter,Mayor,ON BEHALF OF THE CITY COUNCIL OF PORT ANGELES,
do hereby urge all citizens to join me in giving thanks to all of America's Veterans who have placed our Nation's
security before their own lives, creating a debt that we can never fully repay. Our Veterans represent the best of
America, and they deserve the best America can give them.
Kate Dexter, Mayor November 4, 2020
CITY COUNCIL MEETING
Meeting Held Virtually
Port Angeles, Washington
October 6, 2020
CALL TO ORDER SPECIAL MEETING
Mayor Dexter called the special meeting of the Port Angeles City Council to order at 5:00 p.m.
Members Present: Mayor Dexter, Deputy Mayor Carr, Council Members French, Meyer, McCaughan, Schromen-
Wawrin and Suggs.
Members Absent: None
Staff Present: City Manager West,Attorney Bloor,Clerk Martinez-Bailey.
EXECUTIVE SESSION
Based on input from Attorney William Bloor,Mayor Dexter announced the need for a closed Executive Session,under
authority of RCW.42.30.140(4), to discuss collective bargaining with an employee organization and RCW
42.30.110(1)(i)to discuss potential litigation with legal counsel.
The Executive Session convened at 5:00 p.m.
ADJOURNMENT
Mayor Dexter adjourned the Special Meeting at 6:01 p.m.
CALL TO ORDER-REGULAR MEETING
Mayor Dexter called the regular meeting of the Port Angeles City Council to order at 6:03 p.m.
ROLL CALL
Members Present: Mayor Dexter, Deputy Mayor Carr, Council Members French, Meyer, McCaughan, Schromen-
Wawrin and Suggs.
Members Absent: None
Staff Present: City Manager West,Attorney Bloor,Clerk Martinez-Bailey,C.Delikat,K.Dubuc,B. Smith,T.Hunter
and S. Carrizosa.
PLEDGE OF ALLEGIANCE
Mayor Dexter led the Pledge of Allegiance to the Flag.
CEREMONIAL MATTERS,PROCLAMATIONS & EMPLOYEE RECOGNITIONS
1. Indigenous People's Day
Mayor Dexter read a proclamation celebrating Indigenous People's Day and invited Lower Elwha Klallam Tribal
Chairwoman Charles to speak. The Chairwoman shared her appreciation for efforts by the City to support the culture
of Indigenous People.
PUBLIC COMMENT
Scott Schaffer,city resident,speaking on a pre-recorded line,spoke about the city code and changes that could be put
in place to encourage better use of City lot spaces.
Steve Methner,president of the Dream Playground Foundation,residing outside the city limits,on a pre-recorded line,
provided an update on the Dream Playground Project.
November 4, 2020 E - 1
PORT ANGELES CITY COUNCIL MEETING—October 6,2020
OTHER CONSIDERATIONS
1. Clallam County Economic Development Council Presentation by Colleen McAleer
Executive Director of the Clallam County Economic Development Council Colleen McAleer shared a presentation on
work done by the Council which includes marketing activities taking place in Port Angeles. Council discussion
followed.
It was moved by Schromen-Wawrin and seconded by French to:
Direct the City Manager to negotiate the City's contracted partnership with the Clallam County Economic
Development Council.
The Mayor asked if there was unanimous consent,hearing no opposition,the motion carried 7-0.
The Mayor recessed the meeting for a break at 7:10 p.m.The meeting reconvened at 7:15 p.m.
LATE ITEMS TO BE PLACED ON THIS OR FUTURE AGENDAS
By consensus of the Council,the Mayor added a letter of support regarding the Executive Order on Combating Race
and Sex Stereotyping to the agenda as Other Considerations as I-3.
CONSENT AGENDA
It was moved by French and seconded by Carr to approve the Consent Agenda to include:
l. Expenditure Report:From Septemher 5, 2020 and Septemher 25, 2020 in the amount of$3,388,648.05/
Approve
2. Material Purchase:Fiberglass Poles,Contract MEC-2020-54/Approve and award the contract with WESCO
Distribution,Inc.for four 65 foot and one 70 foot fiberglass poles at a price of$45,162.23/Approve
3. 2020 Pole Testing Contract Award/Approve and award a contract with Mi-Tech of Fond an Lac, WI for the
2020 Pole Testing, Contract CON-2020-20, in an amount not to exceed$50,000.00/Approve
4. Peninsula Behavioral Health Grant Acceptance MOA/Authorize the Fire Chief to sign the attached
Memorandum of Agreement(MOA) with Peninsula Behavioral Health and to make minor
modifications as necessary. The MOA covers a grant agreement for assistance with the funding of the
Community Paramedic program in 2020.
5. Replacement Electronic Control Device Contract/Approve and award a 5-year contract in an amount not to
exceed$99,966.53 over 5 years with Axon Enterprises for 27 Taser 7 devices and authorize the City Manager
to sign the contract and make minor modifications as necessary.
Council discussion followed.
The Mayor asked if there was unanimous consent,hearing no opposition,the motion carried 7-0.
OTHER CONSIDERATIONS CONTINUED
2. Moratorium on Evictions
Manager West provided background on the item and history on the action. Council discussion followed.
It was moved by Schromen-Wawrin and seconded by Meyer to:
Resolve that the City of Port Angeles supports extending the state eviction moratorium through March 31,2021,and
to direct City staff and the Mayor to communicate that resolution to the Governor and the Four Corners of the
Legislature.
The Mayor asked if there was unanimous consent,hearing no opposition,the motion carried 7-0.
3. Executive Order
Schromen-Wawrin provided background on the Late Item. Council discussion followed.
It was moved by Schromen-Wawrin and seconded by Carr to:
Direct the Mayor to promptly sign on to the statement opposing the Executive Order on Race and Sex Stereotyping
on behalf of the City of Port Angeles as an organization.
The Mayor asked if there was unanimous consent,hearing no opposition,the motion carried 7-0.
The Mayor recessed the meeting for a break at 8:00 p.m.The meeting reconvened at 8:05 p.m.
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November 4, 2020 E - 2
PORT ANGELES CITY COUNCIL MEETING—October 6,2020
CONTRACTS & PURCHASING
5. Generation H Dream Playground Equipment Purchase
Director of Parks and Recreation Corey Delikat provided background on the Dream Playground improvements and
shared some of the improvements that will be included in the new plan, including ADA accessibility. Council
discussion followed.
It was moved by Schromen-Wawrin and seconded by Suggs to:
(1)Approve and authorize the City Manager to sign a Purchase Order with Play by Design,from Ithaca New York in
the amount of$117,774.00 and make minor modifications to the purchase,if necessary.
The Mayor asked if there was unanimous consent,hearing no opposition,the motion carried 7-0.
1. 2020 Power Line Tree Trimming,Contract Award
Manager West provided information on the project and discussed how the contract aligns with the Tree City USA
designation. Council discussion followed.
It was moved by Schromen-Wawrin and seconded by McCaughan to:
Approve and award a contract with Joaquin's Tree Expert Company,Inc.,Puyallup,WA for the 2020 Tree
Trimming Contract CON-2020-19,at the rate of$264.25 per hour,in an amount not to exceed$125,000.00,
including taxes and authorize the City Manager to execute a contract with Joaquin's Tree Expert Company,Inc.,
Puyallup,WA and to make minor modifications to the contract,if necessary.
The Mayor asked if there was unanimous consent,hearing no opposition,the motion carried 7-0.
2. 2020 Underground Cable Replacement Contract Sand Ballast
Manager West provided background on the contract, sharing the item was considered by Council in the Capital
Facilities Plan. Council discussion followed.
It was moved by Schromen-Wawrin and seconded by Carr to:
Approve and award a contract with BZR Power Division LLC,Philomath,OR for the 2020 Underground Cable
Replacement Contract,in an amount of$113,152.00,including tax,and authorize the City Manager to execute a
contract with BZR Power Division LLC,Philomath,OR and to make minor modifications to the contract,if
necessary.
The Mayor asked if there was unanimous consent,hearing no opposition,the motion carried 7-0.
3. Landfill Sand Ballast Placement Project—CON-2020-41
Manager West provided background on the matter. Council discussion followed.
It was moved by Meyer and seconded by Schromen-Wawrin to:
Approve and award a construction contract with 2 Grade of Port Angeles for the Landfill Sand Ballast Placement
CON-2020-41,for a total bid amount of$76,268.80 including applicable taxes,and authorize the City Manager to
execute a construction contract with 2 Grade and to make minor modifications if necessary.
The Mayor asked if there was unanimous consent,hearing no opposition,the motion carried 7-0.
4. Transfer Station Software and Computer Hardware Upgrade
Manager West spoke about the agenda item and shared that because the software and computer hardware system are
utilized for customer transactions,billing,and reports,accuracy is of upmost importance. Council discussion
followed.
It was moved by Schromen-Wawrin and seconded by Suggs to:
Approve and award a contract with Paradigm Software,LLC of Hunt Valley,MD for the purchase of a complete
and operational Transfer Station Scale system to include software and computer hardware in the amount of
$174,919.76; and nine years of software maintenance and support in the amount of$98,901.00.Authorize the City
Manager to execute a contract with Paradigm Software,LLC of Hunt Valley,MD and make minor modifications to
the contract as necessary.
The Mayor asked if there was unanimous consent,hearing no opposition,the motion carried 7-0.
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November 4, 2020 E - 3
PORT ANGELES CITY COUNCIL MEETING—October 6,2020
CITY COUNCIL REPORTS
Council member McCaughan spoke about the Field Hall Arts and Event Center event,a Shore Aquatic Center meeting,
and a Solid Waste Advisory Committee meeting,
Council member Schromen-Wawrin spoke about RVs and issues regarding homelessness,the Jurassic Parliament
training by Ann Macfarlane,and about the City Council weighing in on national issues.
Council member French spoke about the recent Lodging Tax Advisory Committee meeting and challenges in
funding due to the pandemic,and shared comments on homeless housing for veterans.
Deputy Mayor Carr spoke about an article that discussed a similar training performed by the Port Angeles Police
Department and spoke about sustainable food systems that should be celebrated.
Mayor Dexter provided comments on the importance of wearing masks and reminded Council the first City Council
meeting in November has been rescheduled to Wednesday,November 4'due to Election Day.
No other reports were given.
SECOND PUBLIC COMMENT
No public comment was received.
INFORMATION
Manager West spoke regarding the reports included in the packet and reminded Council about the upcoming Jurassic
Parliament training,the Covid briefing paper,and Budget Work Session to be held on the fourth Tuesday of the month.
ADJOURNMENT
Mayor Dexter adjourned the meeting at 9:12 p.m.
Kate Dexter,Mayor Kari Martinez-Bailey,City Clerk
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November 4, 2020 E - 4
CITY COUNCIL MEETING
Meeting Held Virtually
Port Angeles, Washington
October 20, 2020
CALL TO ORDER SPECIAL MEETING
Mayor Dexter called the special meeting of the Port Angeles City Council to order at 5:00 p.m.
Members Present:Mayor Dexter,Deputy Mayor Carr,Council Members French,Meyer,McCaughan,and Schromen-
Wawrin.
Members Absent: None
Staff Present: City Manager West,Attorney Bloor,Clerk Martinez-Bailey.
EXECUTIVE SESSION
Based on input from City Attorney William Bloor,Mayor Dexter announced the need for a closed Executive
Session,under authority of RCW 42.30.110(1)(i)to discuss potential litigation with legal counsel. Council then
moved to a separate virtual meeting for Executive Session for approximately 55 minutes.The Executive Session
convened at 5:00 p.m.
At 5:38 p.m.,Mayor Dexter announced the Executive Session was in recess and would adjourn at 5:55 p.m.No action
followed.
ADJOURNMENT
Mayor Dexter adjourned the Special Meeting at 5:55 p.m.
CALL TO ORDER-REGULAR MEETING
Mayor Dexter called the regular meeting of the Port Angeles City Council to order at 6:00 p.m.
ROLL CALL
Members Present: Mayor Dexter, Deputy Mayor Carr, Council Members French(joined at 6:02), Meyer(joined at
6:08),McCaughan, Schromen-Wawrin and Suggs.
Members Absent: None
Staff Present: City Manager West,Attorney Bloor,Clerk Martinez-Bailey,C.Delikat,K.Dubuc,B. Smith,
A. Brekke,T.Hunter, S. Carrizosa,and T.Weeks.
PLEDGE OF ALLEGIANCE
Mayor Dexter led the Pledge of Allegiance to the Flag.
CEREMONIAL MATTERS,PROCLAMATIONS & EMPLOYEE RECOGNITIONS
1. Resiliency Awareness Month Proclamation
Mayor Dexter read a proclamation recognizing October as Resiliency Awareness Month in recognition of the effects
of adverse childhood experiences and the impact on development and long-term health outcomes on individuals. The
Mayor invited Minnie Whalin of the United Way Resilience Project who thanked Council for the recognition and
spoke about the importance of the support.
2. Arbor Day Proclamation
Mayor Dexter read the Arbor Day Proclamation,recognizing October 20,2020, as Arbor Day in Port Angeles. The
Mayor invited Parks,Recreation,and Beautification Commissioner and partner in the Clallam County Tree Alliance,
Christeal Milburn,to speak about the proclamation and shared background on the matter and the efforts.
November 4, 2020 E - 5
PORT ANGELES CITY COUNCIL MEETING—October 20, 2020
PUBLIC COMMENT
Barb Gardner,city resident,on a previously recorded line,spoke about the Emergency Operation Center presentation
provided at a September City Council meeting and associated costs of the project.
RESOLUTIONS NOT REQUIRING PUBLIC HEARINGS
1. Port Angeles School District Levy/Proposition 1
City Manager Nathan West said Council had the opportunity to take a position on the agenda item but shared they
should first offer members of the public approximately equal opportunity to express opposing views,for and against,
regarding the Replacement Educational Programs and Operation Levy.
Caller did not provide their name, on a previously recorded line, spoke against the Council supporting the Levy
resolution on the Council agenda.
Marty Brewer,Port Angeles School Superintendent,spoke about the levy.
Mayor Dexter read the resolution by title,entitled,
RESOLUTION NO.23-20
A RESOLUTION of the City Council of the City of Port Angeles,Washington,expressing its support for passage of
the Port Angeles School District No. 121's November 3,2020 ballot proposition,titled Proposition No. 1 —
Replacement Educational Programs and Operation Levy.
It was moved by Meyer and seconded by Suggs to:
Discuss the proposed resolution.
The Mayor asked if there was unanimous consent,hearing no opposition,the motion carried 7-0.
It was moved by French and seconded by Suggs to:
Pass the resolution as read,expressing its support for passage of the Port Angeles School District No. 121's
November 3,2020 ballot proposition,titled Proposition No. 1 —Replacement Educational Programs and Operation
Levy.
After a roll call vote,the motion passed 6-1 with Meyer opposed.
The Mayor recessed the meeting for a break at 6:58 p.m.The meeting reconvened at 7:03 p.m.
PUBLIC HEARINGS
1. 2021 Budget Revenue Sources
Manager West spoke to the agenda item and reminded Council they would be participating in an upcoming work
session where Council would have the ability to discuss the budget in more detail.Finance Director Sarin Carrizosa
shared a presentation with detailed information on the proposed 2021 City Manager Recommended Budget and
shared slides that compared past years to the 2021 projections. She said the presentation would kick off a series of
meetings relative to the budget. She spoke about impacts to the budget due to COVID-19 and indicated that the
outlook for revenues for the City in the General Fund is guarded due to unknown financial impacts as a result of the
pandemic. Council discussion followed.
At 8:26 p.m.the Mayor opened the public hearing for public testimony. Hearing none,the Mayor closed the public
hearing.
OTHER CONSIDERATIONS
1. Broadband Feasibility Study and Community Outreach Meeting-October 28th,2020
Information Technology Manager Todd Weeks provided background on the upcoming meeting and their efforts to
gather input and feedback from community stakeholders to address the underserved and unnerved urban and rural
areas of Clallam County.He introduced North Olympic Development Council Director Karen Affeld,CBG
Communications,Inc. CEO Tom Robinson,and CBG Communications,Inc.Engineer Dick Neilson. Mr.Robinson
Page 2 of 4
November 4, 2020 E - 6
PORT ANGELES CITY COUNCIL MEETING—October 20, 2020
shared the group is working on a vision statement and road map to help guide their plans forward to meet the State's
goals relative to broadband. Mr.Robinson spoke about upcoming community meetings where his team plans to vet
the vision statement and roadmap with communities and to ask questions,to learn more about community broadband
needs.
The Mayor recessed the meeting for a break at 8:50 p.m.The meeting reconvened at 8:55 p.m.
CONSENT AGENDA
Council member French asked that the Mayor consider adding J-1 to the Consent Agenda. Hearing no opposition
from the Council,the Mayor added J-1 to the Consent agenda.
It was moved by French and seconded by Schromen-Wawrin to approve the Consent Agenda to include:
Council discussion followed.
1. City Council Minutes of September 15,2020 l Approve
2. Expenditure Report:From September 26,2020 and October 9,2020 in the amount of$1,391,372.10/
Approve
3. US Coast Guard Memorandum of Agreement l Authorize the City Manager or designee to sign an
agreement for the Ediz Hook USCG installation between the US Coast Guard, the Clallam County Sheriff'
s Office and the Port Angeles Police Department that will be effective January 1, 2021 and continue
through December 31, 2030.
4. PenCom Record Management Contract l Authorize the City Manager to sign the attached contract with
ESO and to make minor modifications as necessary.
5. Acceptance of the Amendment to the Interlocal Agreement with Clallam County to Receive CARES
Funding for the COVID-19 Utility,Rental and Mortgage Relief Program l Approve and authorize the City
Manager to sign Amendment#1 to the Clallam County CARES subrecipient agreement.
6. ITEM MOVED FROM J-1 -Stormwater Permit Implementation Support,Professional Services
Agreement/Approve and award a Professional Services Agreement to Osborn Consulting,Inc. of Bellevue,
Washington for Stormwater Permit Implementation Support in the not to exceed amount of$295,806.00;
and authorize the City Manager to sign a contract with Osborn Consulting and to make minor
modifications as necessary.
The Mayor asked if there was unanimous consent,hearing no opposition,the motion carried 7-0.
ORDINANCES NOT REQUIRING COUNCIL PUBLIC HEARINGS
1. Ordinance Authorizing the Refunding of the 2009 and 2010 Water and Wastewater
Bonds and Department of Ecology Loans for the CSO Project
Director Carrizosa shared the matter had been brought to Council's attention during a July meeting. She spoke about
the proposed ordinance and shared the City is ready to move forward on the refunding process.Ms.Carrizosa provided
clarification on private placement of bonds and shared staff would be requesting the authorization of the City Manager
and Finance Director to sign on behalf of the City Council.
Mayor Dexter conducted a first reading of the ordinance by title,entitled,
ORDINANCE NO.3666
AN ORDINANCE of the City of Port Angeles,Washington,authorizing the issuance of water and wastewater utility
revenue refunding bonds of the City in the principal amount of not to exceed 29,000,000,to defease and refund
certain outstanding water and wastewater utility revenue obligations,to make a deposit to the reserve account(if
required),and to pay costs of issuing the bonds;providing the form,terms and covenants of the bonds; and
delegating authority to approve the method of sale and final terms of the bonds.
Council discussion followed.
The Mayor continued the matter to the November 4 meeting.
Page 3 of 4
November 4, 2020 E - 7
PORT ANGELES CITY COUNCIL MEETING—October 20, 2020
CITY COUNCIL REPORTS
Council member Schromen-Wawrin discussed the 2021 City Legislative Priorities document in the Council packet,
the Clallam Transit Systems strategic planning,and the election process.
Council member McCaughan shared information about the Port Angeles Downtown Association meeting,the Shore
Aquatic Center opening,the Field Hall Arts Center,and the USDA food program.
Deputy Mayor Carr spoke about the Board of Health meeting and updates.
Council member French spoke about a recent Homeless Task Force meeting and spoke about Chamber of Commerce
discussions relative to events during a pandemic.
It was moved by Schromen-Wawrin and seconded by French to:
Extend the meeting to 10:15 p.m.
The Mayor asked if there was unanimous consent,hearing no opposition,the motion carried 7-0.
Council member Suggs spoke about a recent Marine Resource Committee meeting.
Mayor Dexter reminded the community to vote.
No other reports were given.
INFORMATION
Manager West spoke regarding the reports included in the packet and reminded Council of the Budget Work session
on October 27,with no packet prior to the meeting, legislative priority setting and the anticipated discussion on the
matter on November 4.He also spoke about an upcoming army training at the Coast Guard Station.
ADJOURNMENT
Mayor Dexter adjourned the meeting at 10:00 p.m.
Kate Dexter,Mayor Kari Martinez-Bailey,City Clerk
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November 4, 2020 E - 8
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POR-T-ANGELES CITY COUNCIL
WASH I N G T' O N , U .S, MEMO
Date: November 4, 2020
To: City Council
From: Nathan West, City Manager
Subject: Resolution to Waive 4th Quarter PBIA&Interest on Accounts Receivable
Summary: In further recognition of the emergency situation regarding the COVID-19 health pandemic
and the economic conditions associated with business closures and limitations on business' ability to
offer all services,it is necessary to provide additional relief to local businesses and residents. Staff is
recommending an extension of Council resolutions waiving the interest on all accounts receivable
through the end of 2020 and the wavier of fourth quarter Parking Business Improvement Area Fees.
Funding: Wavier of the Parking Business Improvement Area(PBIA) fees for the fourth quarter of 2020,
an estimated amount of$8,500. Interest on all accounts receivable through the end of the year is also
recommended in efforts to reduce the financial burden felt by City business and residents.
Recommendation: Pass the attached resolution.
Background / Analysis:
On April 21 st City Council passed a resolution waiving interest on all accounts receivable through the
end of June and waiving 2nd Quarter Parking Business Improvement Area(PBIA) fees. On June 16'
another resolution was passed by Council waiving the third quarter PBIA fees and interest on accounts
receivable through October. Theses resolutions recognized the COVID-19 health pandemic and the
economic conditions associated with necessary business closures.
Based on continued economic challenges from the current health pandemic it is recommended that
Council extend the June 16'resolution. The first element of the resolution waives section 3.72.030 of the
Port Angeles Municipal Code for the fourth quarter of 2020. Specifically,this waives the PBIA
assessment fees for Downtown businesses. A second element of the resolution directs that interest
through the end of the year on all City accounts receivable be waived.
Staff recommends that City Council pass the attached resolution waiving 4th Quarter PBIA fees and
interest on accounts receivable through the end of the year.
Funding Overview:
Wavier of the Parking Business Improvement Area(PBIA) fees for the fourth quarter of 2020, an
estimated amount of$8,500. Interest on all accounts receivable through the end of the year is also
recommended in efforts to reduce the financial burden felt by City business and residents.
November 4, 2020 E - 9
RESOLUTION NO.
A RESOLUTION of the City Council of the City of Port
Angeles, Washington, waiving the 4th Quarter assessment of
the Parking and Business Improvement Area as additional
relief for the hardship created by the COVID-19 pandemic.
WHEREAS, on March 17, 2020 City Manager NATHAN A. WEST issued a
Declaration of Emergency recognizing the dire health and economic hardships being created
by COVID-19 pandemic; and
WHEREAS, the COVID-19 outbreak at this date is continuing to cause substantial
health, financial, and economic hardships for many of our citizens and businesses; and
WHEREAS, the COVID-19 outbreak appears likely to continue to cause substantial
financial hardships to the businesses located in the City's central business district for the next
several months; and
WHEREAS, to continue to provide relief for the financial hardships created by the
COVID-19 pandemic to the businesses located in the City's central business district, the City
Council desires to waive the Parking and Business Improvement Area (PBIA) fourth quarter
2020 assessment; and
WHEREAS, due to the COVID-19 pandemic, many citizens of our community still are
in need of the financial assistance provided by the interest waiver set out in the Emergency
Declaration issued on April 10, 2020; and that waiver should be continued through the end of
the year 2020.
NOW, THEREFORE,
BE IT RESOLVED by the City Council of the City of Port Angeles as follows:
a. That the COVID-19 continues to create an emergency in the City of Port
Angeles; and
b. That the fourth quarter, 2020 PBIA assessment be, and it is hereby, waived.
c. That the waiver of interest on all accounts payable to the City, as initially
implemented April 10, 2020, through an Emergency Declaration issued by the
City Manager,is hereby extended and shall continue in effect through December
31, 2020.
November 4, 2020 1 E - 10
PASSED by the City Council of the City of Port Angeles at a regular meeting of said
Council held on the 4th day of November, 2020.
Kate Dexter, Mayor
ATTEST:
Kari Martinez-Bailey, City Clerk
APPROVED AS TO FORM
William E. Bloor, City Attorney
November 4, 2020 2 E - 11
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POR-T-ANGELES CITY COUNCIL
WASH I N G T' O N , U .S, MEMO
Date: November 4, 2020
To: City Council
From: Corey Delikat,Parks &Recreation Director
Subject: Facility Use Agreement-Lincoln Park BMX Association
Summary: Over the last three years, the Lincoln Park BMX Association has played a significant role in
recreation for the community and has built a facility that is one of the best in Washington State.
Funding:No funding or expenditures are associated with approving the Facility Use Agreement with the
Lincoln Park BMX Association.
Recommendation: (1)Authorize the City Manager to sign a five-year Facility Use Agreement with
the Lincoln Park BMX Association for the operation and maintenance of the Lincoln Park BMX Track
and; (2) and make any minor modifications to the agreement if necessary.
Background / Analysis:
In 1993, the City of Port Angeles entered into an agreement with the Port Angeles BMX Association to
design and build a BMX facility at the west end of Lincoln Park. During the first 24 years,the track had
three different track operators with very little oversight from the City.
In 2016, after several complaints about how the track was being operated, the City Parks &Recreation
Department and the Parks, Recreation&Beautification Commission put forward a Request for Proposal
(RFP) to create a fair process to determine who the next organization would be to run the track at Lincoln
Park. After the RFP process in early 2017, the City brought forward to the City Council a three-year
Facility Use Agreement with the Lincoln Park BMX Association to run the BMX track.
Over the last three years, the Lincoln Park BMX Association has played a significant role in recreation for
the community and has built a facility that is one of the best in Washington State. Just recently, field
lights were added to the facility so the track could be used more often during the spring and fall months.
Below are some additional achievements the Lincoln Park BMX Association has made in only three
years:
• 225%increase of participation by both youth and adults
• $400,000 worth of track improvements
• $185,000 of grant rewards
• Over 5,000 hours of volunteerism
November 4, 2020 E - 12
Before:
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After:
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November 4, 2020 E - 13
New Field Lights:
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Funding Overview:No funding or expenditures are associated with approving the Facility Use
Agreement with the Lincoln Park BMX Association.
November 4, 2020 E - 14
FACILITY USE AGREEMENT
BETWEEN CITY OF PORT ANGELES &
LINCOLN PARK BMX Association
The CITY OF PORT ANGELES, a non-charter code city and municipal corporation of the State of Washington,
located at 321 East 5'Street,Port Angeles, Washington, 98362 (hereinafter the "City"), and the Lincoln Park
BMX Association, a non-profit organization corporation, doing business as Lincoln Park BMX Track located at
1521 West Lauridsen Boulevard in Port Angeles, Washington (hereinafter the "User"),in consideration of the
mutual covenants set forth herein, agree as follows (this "Agreement"):
L PURPOSE.This Agreement allows the User the right to conduct certain activities, or reasonably similar
activities, on or at facilities owned by the City as follows:
Activities City Facilities
BMX prescheduled competitions and West End of Lincoln Park bordered on
clinics (or equivalent) and Related two sides by Lauridsen Blvd and L Street.
Concession Operations (the "Activities") (the "Facilities")
IL TERM OF AGREEMENT.
This Agreement permits use of the Facilities for a period beginning October 31, 2020 and ending on
December 31, 2025 (the "Primary Term"). If the Lincoln Park BMX Association decides not to
fulfill the current agreement or decides not to have a competitive season,User and the City will
negotiate a written amendment to this Agreement to modify the start date of this Agreement.
III. SERVICES AND UTILITIES.
A. The City agrees to provide the following services and utilities, or reasonably similar substitutes:
- Electric power
- Water service
- Garbage removal
Utilities—User agrees to use a reasonable amount of the utilities provided. If,in the sole opinion of
the City,User's utility usage is unreasonably excessive,User and City will discuss the additional
utility usage to reach an equitable resolution.
B. As a condition of use of the Facilities,User agrees to furnish and be responsible for the following
services and items, and will be wholly responsible for paying for the same:
- User will provide equipment and supplies needed for operation of the BMX track and User
will be responsible for installation of any special equipment,
- Maintenance and cleaning of the Facilities within 24 hours of each event,
- Maintenance and cleaning of the concession area to required health and safety standards,
- User will complete a competitive BMX season each calendar year per USA BMX
Association rules.
IV. TAXES,FEES,AND REGULATIONS.
A. User is liable for all taxes, license fees, and similar costs that are imposed by the City or other units of
government,which may be applicable to User's Activities, and fees administered by the City that may
be applicable.
B. User is referred to the City's Parks &Recreation Department for information, forms, and applications
for City-administered fees.
C. User will comply with all applicable statues, ordinances and regulations, and will obtain and pay for
any applicable permits.
Page 1 of 5
November 4, 2020 E - 15
V. ACCEPTANCE AND SURRENDER OF FACILITIES.
A. User agrees to maintain the Facility to meet all requirements set forth by the USA BMX Association,
national sanctioning body.
B. User agrees to pay all expenses directly incurred by Lincoln Park BMX Association in a timely
manner and maintain a satisfactory relation with the USA BMX Association.
C. User agrees to surrender the Facility to the City at the end of its use in the same condition as when
accepted, except for any authorized User improvements, and minor wear and tear to the Facilities.
User shall obtain the City's written review and approval prior to making any improvements to the
Facilities.Unless otherwise agreed, any such improvements shall become the property of the City
upon completion.User is liable for the costs of repair of any damage precipitated by its use to the
Facilities during any Use Period.
VI. LIABILITIES AND INSURANCE.
Indemnification/Hold Harmless
User shall defend,indemnify and hold harmless the Public Entity,its officers,officials, employees
and volunteers from and against any and all claims, suits, actions, or liabilities for injury or death of
any person,or for loss or damage to property,which arises out of the use of Premises or from any
activity,work or thing done,permitted, or suffered by User in or about the Premises, except only such
injury or damage as shall have been occasioned by the sole negligence of the Public Entity.
A. Insurance Term: User shall procure and maintain for the duration of the use or rental period
insurance against claims for injuries to persons or damage to property which may arise from or in
connection with the use of the Premises and the activities of the User and his or her guests,
representatives,volunteers and employees.
B. No Limitation: User's maintenance of insurance as required by the Agreement shall not be construed
to limit the liability of the User to the coverage provided by such insurance, or otherwise limit the
Public Entity's recourse to any remedy available at law or in equity.
C. Required Insurance: User's required insurance shall be as follows:
General Liability insurance shall be at least as broad as Insurance Services Office (ISO) occurrence
form CG 00 01 covering premises, operations,products-completed operations and contractual
liability. The Public Entity shall be named as an additional insured on User's General Liability
insurance policy using ISO Additional Insured-Managers or Lessors of Premises Form CG 20 11 or
an endorsement providing at least as broad coverage. The General Liability insurance shall be written
with limits no less than $1,000,000 each occurrence, $1,000,000 general aggregate.
The insurance policy shall contain or be endorsed to contain that the User's insurance coverage shall
be primary insurance as respect the Public Entity. Any insurance, self-insurance, or self-insured
pool coverage maintained by the Public Entity shall be excess of the User's insurance and shall not
contribute with it.
D. Public Entity Full Availability of User Limits: If the User maintains higher insurance limits than
the minimums shown above, the Public Entity shall be insured for the full available limits of
Commercial General and Excess or Umbrella liability maintained by the User,irrespective of whether
such limits maintained by the User are greater than those required by this Agreement or whether any
certificate of insurance furnished to the Public Entity evidences limits of liability lower than those
maintained by the User.
E. Certificate of Insurance and Acceptability of Insurers: The User shall provide a certificate of
insurance evidencing the required insurance before using the Premises.
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII.
F. Worker's Compensation When applicable, the User shall provide Workers Compensation coverage
for its employees as required by law. The User specifically agrees to defend and indemnify the City
from claims or suits brought by User's own employees against the City; and for that purpose,the User
Page 2 of 5
November 4, 2020 E - 16
specifically agrees not to assert any immunity available to it under the Workers Compensation Act as
a defense to a claim by the City for indemnification under this Section VLB.;provided that this
indemnity shall not extend to losses, damages, or injuries that result solely from the willful or
negligent acts or omissions of the City or its agents, employees,invitees, or licensees.
VIL RESPONSIBILITY FOR CONDUCT OF INVITEES.User shall provide adequate security and crowd
control/overflow setup, and further assumes full responsibility for the conduct of persons at the Facilities
with the consent of, or at the invitation of, the User. The User assumes the duty of protecting property of
the City from the acts of such persons, and for these purposes, the "property of the City"means not only
the Facilities herein,but related facilities owned by the City as well. Such responsibility also includes loss
of,repair to, or replacement of City property damaged or destroyed by the act or omissions of User,its
agents, licensees, or invitees.
VIII. DAMAGE OR ALERATIONS TO THE PROPERTY.
A. User agrees not to damage or permit damage to, the Facilities by its own act.
B. Alterations to the Facilities may only be made after obtaining the written permission of the City Parks
&Recreation Director.User may remove any of its own temporary fixtures from the Facilities on
termination of this Agreement if such removal will not cause damage to the Facilities. All other
fixtures or alterations become the property of the City upon completion by User and acceptance by
the City.
IX. ADVERTISING.
A. Signs,posters, and leaflets shall be posted or distributed in a manner acceptable to the City.
B. There will be no permanent or temporary tobacco or alcoholic beverage advertising allowed
anywhere in the Facilities.
X. RETAIL SALES AND CONCESSIONS.User is permitted to conduct retail sales of food,drink, and
related merchandise at the Facilities during its events, subject to the following rules:
A. User shall keep the concession areas clean and shall keep all papers and refuse picked up and
removed in the immediate area. User shall comply with all Department of Health regulations for the
sale of food and beverages.
B. User shall provide appropriate padlocks and will keep its materials, equipment, and supplies locked
UP-
C. Pursuant to applicable laws, smoking is not permitted in public facilities. The sale and/or distribution
of all tobacco products,including,but not limited to cigarettes, cigars,pipes, e-cigarettes,vaping
devices, and smokeless tobacco, at Lincoln Park, or anywhere at the Facilities is prohibited.
D. User is required to provide counters, fixtures, and equipment necessary to provide proper concession
services to the public. Fixtures so provided shall not become property of the City as long as they can
be removed without damage to City property.
XI. EQUAL EMPLOYMENT OPPORTUNITY RESPONSIBILITIES.User agrees that it will comply
with all Federal, State and local non-discrimination laws and regulations in effect at the time this
Agreement is executed or as subsequently enacted.User will not discriminate in employment,provision
of services, or any other activity against any person on the grounds of race, color, creed, mental or
physical handicap, age, or gender.
XII. REPRESENTATIVES OF THE PARTIES.
A. The City's representative with regard to this Agreement is its Department of Parks &Recreation.
Corey Delikat, Director of Parks &Recreation,is designated as the person responsible for liaison and
compliance with this Agreement.
Page 3 of 5
November 4, 2020 E - 17
B. Sean Coleman shall be the User's representative responsible to the City for liaison and compliance
with this Agreement.
XIIL HAZARDOUS MATERIALS.User warrants that it will not produce, dispose of, or keep at the
Facilities any hazardous substance, toxic waste,or other toxic substance which,if found at the Facilities,
would subject the City or User to any damages,penalty, or liability under an applicable local, State, or
Federal law or regulation.User shall indemnify and hold harmless the City with respect to any and all
damages, costs, attorney fees, and penalties arising from such activities regarding such substances at the
Facilities.
XIV. TERMINATION OF AGREEMENT.
The parties shall have the remedies set forth herein in the event of the other parties' default. These
remedies are not exclusive; they are cumulative and in addition to any remedies now or later allowed by
the law. In the event of any default of any condition or obligation under this Agreement, a breach of law
or regulation, or misfeasance or a default in any manner, the non-defaulting party shall notify the
defaulting party in writing of the default. The defaulting party may cure such breach or default within
thirty(30) days of written notice, except for the payment of any funds due which shall be cured within ten
(10)days of receipt of the notice of default.Unless adequate assurances of cure have been received by the
City during this period,the City(if it is the non-defaulting party) may in its sole discretion,immediately
suspend the User from further activities until the default is cured. If the defaulting party has cured or
otherwise remedied the default within the applicable time period, then this Agreement may not be
terminated. If the defaulting party has not cured or otherwise remedied the default within such time period
then thereafter the non-defaulting party shall have the sole election to terminate this Agreement effective
upon delivery of written notice of termination to the defaulting party prior to the cure or remedy of the
default. If the default is cured or remedied prior to the delivery of the written notice of termination by the
defaulting party, then there shall be no right of termination. Delivery shall be effective upon mailing as
evidenced by the postmark or upon personal service. The notice of default and the notice of termination
shall specify the grounds for default or termination.
XV. ASSIGNMENT. This Agreement may be assigned by the User only after obtaining the written consent of
the City which consent may not be withheld unreasonably. If assigned, the User shall ensure that the
assignee complies in all respects with the terms of this Agreement.
As a material inducement to the City to enter into this Agreement, the User agrees it shall be reasonable
under this Agreement for the City to withhold consent to any proposed assignment if the City determines
that any one or more of the following applies (without limitation as to other reasonable grounds for
withholding consent): a) the City is not reasonably assured that the proposed transferee will fully,
completely, and promptly perform all obligations of the User under this Agreement, (b)the current net
assets or the tangible net worth of the proposed assignee, as determined in accordance with generally
accepted accounting principles, consistently applied by the User's and the proposed assignee's respective
independent certified public accountants, meets the City's discretionary approval(c)the assignee
proposes to use the Facility for any purpose other than the permitted uses under this Agreement, (d) the
proposed assignee fails to deliver to the City a written assumption of all of the obligations to be
performed by the User under this Agreement, (e) the current User is not completely current in all its
obligations under this Agreement, or(f)if the User and all guarantors will not continue to remain liable
on this Agreement.No assignment shall release the User from primary liability under this Agreement
without the City's express consent to allow for such a novation. Any assignment without the City's prior
written consent shall, at the City's discretionary option,be voidable.
Page 4 of 5
November 4, 2020 E - 18
XVL RIGHTS OF USER AND USER'S EMPLOYEES.By executing this Agreement, the parties are not
establishing any joint venture,joint undertaking,partnership, or the like.No personnel employed or
utilized by the User shall acquire any rights or status as employees of the City or in the civil service
system,nor shall they be deemed employees or agents of the City for any purpose. The User shall be
responsible in full for any payment due its employees,including workers compensation and related costs.
No User personal vehicles will be allowed to block gate entrance areas at Lincoln Park.
EXECUTED this the day of 2020, for the User
Sean Coleman,President, Lincoln Park BMX Track
EXECUTED this the day of 2020, for the CITY OF PORT
ANGELES:
Departmental Approval:
City Manager,Nathan West
Attest: Approved as to Form:
City Clerk, Kari Martinez Bailey City Attorney, Bill Bloor
Page 5 of 5
November 4, 2020 E - 19
POR-T-ANGELES CITY COUNCIL
WASH INGTON , U , S , MEMO
Date: November 4, 2020
To: City Council
From: William Bloor, City Attorney
Subject: Sound Law Center Contract for Hearing Examiner Services
Summary: PANIC 2.18.020 authorizes the City Manager to appoint a Hearing Examiner for the City
subject to Council approval. Following a Request for Qualifications, the City Manager has selected
Sound Law Center, LLC (SLC), a group of attorneys who provide Hearing Examiner, dispute
resolution and mediation services to government agencies. SLC previously provided Hearing
Examiner services to the City during 2019.
Funding: The Community and Economic Development Department has budgeted $20,000 for Hearing
Examiner Services in the Council approved 2020 Budget.
Recommendation: To ratify the attached contract with SLC for Hearing Examiner services.
Background / Analysis:
In 2019 the City Manager, after thoroughly reviewing the scope and nature of services provided by
SLC, checking references, and reviewing samples of actual work,product, selected SLC as the entity to
de on provide -call Hearing Examiner services to the City. Prior to 2019, the City contracted with
current
Superior Court Judge Lauren Ericson for these services.
The Hearing Examiner is a professional service position. Selection of a Hearing Examiner is based on
qualifications, not on competitive bid. Qualifications for the office of the Hearing Examiner are
expertise in land use law and planning, and the training and experience necessary to conduct
administrative or quasi-judicial hearings and issue decisions and recommendations on land use and
regulatory matters.
Our code provides that the City Manager shall select the Hearing Examiner, but the selection and the
contract with this Hearing Examiner is subject to ratification by the City Council.
In this instance, the City Manager, with the assistance of city staff,prepared a Request for
Qualifications (RFQ) to allow the City Manager and staff to determine if SLC continued to provide the
best service at the best price. SLC and a private attorney from the Seattle area responded to the RFQ.
After reviewing the proposals, paying attention to price, experience, work,product and references, the
City Manager determined SLC would provide quality service at the best price. As a result of this
review, the City Manager entered into a contract with SLC to provide those services. The contract is
now presented to the City Council for ratification.
Funding Overview:
The Community and Economic Development Department has budgeted $20,000 for Hearings Examiner
Services in the Council approved 2020 Budget
November 4, 2020 E - 20
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PORT ANGELES
AND SOUND LAW CENTER, LLC
THIS AGREEMENT is made this mday of et * 2020, between the City of
Port Angeles, ("City") and Sound Law Center, LLC, ("Consultant").
WHEREAS, Consultant is in the business of providing certain professional services
specified herein, and
WHEREAS, the City desires to contract with Consultant for the provision of such
services and Consultant agrees to contract with the City for same;
NOW, THEREFORE, in consideration of the mutual promises set forth herein, it is
agreed between the parties as follows:
TERMS
I. Description of Work.
Consultant shall perform on-call Hearing Examiner services as described in Exhibit A, "Scope of
Work," which is attached and incorporated herein by this reference, according to the standard of
care for such services. Consultant shall not perform any additional services without the express
permission of the City.
II. Payment.
A. The City shall pay Consultant set forth in Exhibit A for the services described in this
Agreement.
B. Consultant shall submit a payment invoice to the City after such services have been
performed, and the City shall make payment within thirty (30) days after the submittal of
the approved invoice. Each invoice shall describe the tasks performed and a total of the
hours involved in providing services.
C. If the City objects to all or any portion of any invoice, it shall so notify Consultant of the
same within five (5) days from the date of receipt and shall pay that portion of the invoice
not in dispute. The parties shall immediately make every effort to settle the disputed
portion of the invoice.
11I. Relationship of Parties.
The parties intend that an independent contractor — client relationship will be created by this
Agreement. The Consultant is customarily engaged in an independently established trade which
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November 4, 2020 E - 21
encompasses the specific services provided to the City hereunder; no agent, employee,
representative or subcontractor of Consultant shall be or shall be deemed to be the employee,
agent, representative or subcontractor of the City. None of the benefits provided by the City to
its employees, including, but not limited to, compensation, insurance and unemployment
insurance, are available from the City to the Consultant or his employees, agents, representatives
or subcontractors. Consultant will be solely and entirely responsible for his acts and for the acts
of Consultant's agents, employees, representatives and subcontractors during the performance of
this Agreement.
IV. Duration of Work.
This Agreement shall be effective for a period commencing front [he datc of Ajm4---X, 2020 to f A
October 1 2023 except as provided for in paragraph V below, At the expiry of the initial term '�`�'�p p p g p l� y Are
"AS.
this Agreement, this Agreement shall be automatically extended fora: n additional one-year
term, unless this Agreement is terminated by either party prior to October 1, 2023, US
V. Termination.
The City shall have the option to terminate this Agreement at any time. Termination shall be
effective after thirty (30) days upon delivery of written notice to the Consultant. The Consultant
shall have the option to terminate this Agreement after sixty (60) days upon delivery of written
notice to the City, unless the City determines the Consultant can be released from the contract
prior to sixty days.
In the event of termination, the City shall only be responsible to pay for all services satisfactorily
performed by Consultant to the effective date of termination. The Director of Community
Development shall make the final determination about what services have been satisfactorily
performed which decision shall be final, binding and conclusive.
VI. Discrimination.
In the hiring of employees for the performance of work under this Agreement or any subcontract
hereunder, Consultant, its subcontractors or any person acting on behalf of Consultant shall not,
by reason of race, religion, color, sex, national origin or the presence of any sensory, mental, or
physical handicap discriminate against any person who is qualified and available to perform the
work to which the employment relates.
VII. Indemnification.
Consultant shall defend, indemnify and hold the City, its officers, officials, employees and
volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney
fees, arising out of or resulting from the negligent acts, errors or omissions of the Consultant in
performance of this Agreement, except for injuries and damages caused by the sole negligence of
the City.
November 4, 2020 2 of 7 E - 22
It is further specifically and expressly understood that the indemnification provided herein
constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW,
solely for the purposes of this indemnification. This waiver has been mutually negotiated by the
parties. The provisions of this section shall survive the expiration or termination of this
Agreement.
VIII. Insurance.
A. Insurance Term
The Consultant shall procure and maintain for the duration of the Agreement, insurance against
claims for injuries to persons or damage to property which may arise from or in connection with
the performance of the work hereunder by the Consultant, its agents, representatives, or
employees.
B. No Limitation
Consultant's maintenance of insurance as required by the agreement shall not be construed to
limit the liability of the Consultant to the coverage provided by such insurance, or otherwise
limit the City's recourse to any remedy available at law or in equity.
C. Minimum Scope of Insurance
Consultant shall obtain insurance of the types and coverage described below:
1. Automobile Liability insurance covering all non-owned and hired vehicles. Coverage
shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. The
Consultant affirms that each of its independent contractors serving the City will maintain
appropriate individual automobile insurance coverage throughout the course of the
contract term between the parties. Further, Sound Law Center agrees to indemnify the
City of any liability that may be associated with the work its independent contractors
perform under the contract in relation to individual automobile liability insurance. Both
parties acknowledge that the work Sound Law Center performs under this contract relates
to Hearing Examiner services and does not involve driving or the operation of a vehicle
on behalf of, or for, the City.
2. Commercial General Liabili!y insurance shall be at least as broad as ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations, stop-gap
independent contractors and personal injury and advertising injury. The City shall be
named as an additional insured under the Consultant's Commercial General Liability
insurance policy with respect to the work performed for the City using an additional
insured endorsement at least as broad as ISO endorsement form CG 20 26.
3. Workers.Workers.7 Conioensation coverage as required by the Industrial Insurance laws of the
State of Washington.
4 Professional Liability insurance appropriate to the Consultant's profession.
November 4, 2020 3 of 7 E - 23
D. Minimum Amounts of Insurance
Consultant shall maintain the following insurance limits:
L Automobile Liability insurance with a minimum combined single limit for bodily injury
and property damage of$1,000,000 per accident.
2. Commercial General Liability insurance shall be written with limits no less than
$2,000,000 each occurrence, $2,000,000 general aggregate.
3. Professional Liability insurance shall be written with limits no less than $1,000,000 per
claim and $2,000,000 policy aggregate limit.
E. Other Insurance Provision
The Consultant's Commercial General Liability insurance policies are to contain, or be endorsed
to contain, that they shall be primary insurance as respect the City. Any Insurance, self-
insurance, or self-insured pool coverage maintained by the City shall be excess of the
Consultant's insurance and shall not contribute with it.
F. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.
G. Verification of Coverage
At the City's request, Consultant shall furnish the City with original certificates and a copy of the
amendatory endorsements, including the additional insured endorsement, evidencing the
insurance requirements of the Consultant before commencement of the work.
H. Notice of Cancellation
The Consultant shall provide the City with written notice of any policy cancellation within two
business days of their receipt of such notice.
1. Failure to Maintain Insurance
Failure on the part of the Consultant to maintain the insurance as required shall constitute a
material breach of contract, upon which the City may, after giving five business days notice to
the Consultant to correct the breach, immediately terminate the contract or, at its discretion,
procure or renew such insurance and pay any and all premiums in connection therewith, with any
sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset
against funds due the Consultant from the City.
November 4, 2020 4 of 7 E - 24
J. Public Entity Full Availability of Consultant Limits
If the Consultant maintains higher insurance limits than the minimums shown above, the City
shall be insured for the full available limits of Commercial General and Excess or Umbrella
liability maintained by the Consultant, irrespective of whether such limits maintained by the
Consultant are greater than those required by this Agreement or whether any certificate of
insurance furnished to the City evidences limits of liability lower than those maintained by the
Consultant.
IX. Modification.
No waiver, alteration or modification of any of the provisions of this Agreement shall be binding
unless in writing and signed by a duly authorized representative of the City and Consultant.
X. Assignment.
Any assignment of this Agreement by Consultant without the written consent of the City shall be
void.
XI. Written Notice.
All communications regarding this Agreement shall be sent to the parties at the addresses listed
below, unless notified to the contrary. Any written notice hereunder shall become effective as of
the date of mailing by registered or certified mail and shall be deemed sufficiently given if sent
to the addressee at the address stated in this Agreement or such other address as may be hereafter
specified in writing.
Notices should be sent to:
Sound Law Center, LLC
Andrew Reeves, Managing Attorney
4500 9th Ave,NE Suite 300
Seattle, WA 98105
City of Port Angeles
Director of Community & Economic Development
321 E. Fifth Street
Port Angeles, WA 98362
XII. Non-Waiver of Breach.
The failure of the City to insist upon strict performance of any of the covenants and agreements
contained herein, or to exercise any option herein conferred in one or more instances shall not be
construed to be a waiver or relinquishment of said covenants, agreements or options, and the
same shall be and remain in full force and effect.
I
November 4, 2020 5 of 7 E - 25
XIII. Resolution of Disputes, Governing Lmv-.
Disputes shall first be attempted to be resolved by mediation, each party paying one-half of the
cost of mediation. In the event of any litigation arising out of this Agreement, the prevailing
party shall be reimbursed for its reasonable attorney fees from the other party. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of Washington.
XVI. Documents and Record lee in
A. Ownership. All records, files, designs, drawings, specifications, data, information,
materials, reports, memoranda, documents, and other work products, including all
electronic stored information ("ESP'), produced or prepared by the Consultant in
connection with the services rendered under this Agreement ("Documents") are the
property of the City. Upon request, the Consultant shall provide Documents to the City.
B. deem-tis iVlainlenance. The Parties acknowledge that the City is subject to records
retention and public records laws. During the progress of the work and services provided
hereunder and for a period of not less than six (6) years from the date of final payment to
the Consultant, the City and Consultant shall keep, retain, and maintain all Records,
defined above, pertaining to the work and services provided pursuant to this Agreement.
If any public records request, litigation, claim, or audit is commenced, the Consultant
shall cooperate with City and assist in the production of all such Records. Records shall
be retained until all public records request, litigation, claims, or audit findings have been
resolved even though such public records request, litigation, claim, or audit continues
past the six (6) year retention period.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year above
written.
SOUND LAW CENTER, LLC CITY OF PORT ANGELES
Andrew Reeves, Managing Attorney Nathan West, City Manager
y: _
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6of7
November 4, 2020 E - 26
EXHIBIT A
SERVICES AGREEMENT
This conforms to the agreement between the City of Port Angeles and Sound Law Center, LLC,
for Hearing Examiner services.
A. The services provided by Sound Law Center, LLC will consist of the following:
The Hearing Examiner shall provide those services and fulfill those duties as identified in the
City's ordinances relating to the Hearing Examiner and carry out such other responsibilities as
may be agreed to between the City and the Hearing Examiner. Those services, duties and
responsibilities include preparing Rules of Procedure; preparing for land use hearings by
reviewing files and applicable laws; conducting site views of properties that are the topic of a
land use hearing; conducting hearing on appeals; and preparing a written decision including
findings and conclusions on all applications and appeals heard. The Hearing Examiner shall also
be available to present to the City Council and staff training sessions on land use law and
procedures as well as to provide updates on the law affecting land use hearings if requested.
Andrew Reeves will serve as the primary Hearing Examiner, with Ted Hunter and Lee Raaen
also available to serve if needed.
B. The work of the Hearing Examiner will be scheduled by the staff of the City's
Department of Community and Economic Development.
C. The City agrees to pay Sound Law Center, LLC for services performed in accordance
with the following hourly billing rates:
Hearing Examiner Services -$175 per hour
The hourly rate is the sole and total compensation to be paid to the Consultant, and there is no
additional charge for mileage, travel time, phone calls, copies or other direct costs or other
expenses incurred by SLC when providing services.
November 4, 2020 7 of 7 E - 27
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POR-T-ANGELES CITY COUNCIL
WASH I N G T' O N , U .S, MEMO
Date: November 4,2020
To: City Council
From: Nathan West, City Manager
Sarina Carrizosa, Finance Director
Subject: Ordinance Levying 2020 Property Tax for Collection in 2021
Summary: In accordance with State law the City of Port Angeles is required to levy property taxes
before November 30. During tonight's meeting there will be a presentation on property taxes, and an
opportunity for the public to comment on the proposed 1.0%increase to the levy during the public
hearing. This is the first reading of the property tax ordinance.
Funding: Property tax is the City's largest source of funding for general City services. Total property tax
collection for 2021 is estimated to be $4,786,700.
Recommendation: It is recommended tonight that the City Council should:
1. Open the Public Hearing.
2. Continue the Public Hearing on the Property Tax Ordinance to November 17'
3. Conduct First Reading of the Ordinance levying property tax for collection in 2021.
4. Pass the resolution of substantial need.
Background / Analysis:
In accordance with state law, the 2021 Preliminary Budget was filed with the City Clerk on October 9,
2020. In addition, a presentation of estimated 2021 Revenues was provided to Council at a public hearing
on October 20'. This presentation included a brief summary of the property tax increase anticipated in
2021,including the assumption of a I%increase.
State law also requires that the City levy property taxes before November 30'each year. The property
tax ordinance is scheduled for adoption at the November 17'Council meeting. Additionally, tonight's
public hearing will include an opportunity for comments on the 2020 levying of property tax collection in
2021.
The City Council by simple majority vote can increase the regular property tax levy by the lesser of one
percent,or the amount of the implicit price deflator(IPD). For 2021 collection, the IPD is 0.60%. This
means in order to increase the property tax by the full 1% allowed the City Council will need to pass a
resolution of substantial need. The estimated value of a 1%increase in property tax collection in 2021 is
approximately $47,300.
November 4, 2020 F - 1
Per section 2.13 of the City's Financial Policies Council has directed the incorporation of the 1%increase
on an annual basis. The City is also able to collect property tax on the value of new construction added
during the past year, this is estimated at$10,000 in 2021. These estimations are subject to change until
Clallam County certifies the tax levy.
Funding Overview:
Property tax is the City's largest source of funding for general City services. Total property tax collection
for 2021 is estimated to be $4,786,700.
Attached: Ordinance Levying 2020 Property Tax for Collection in 2021.
Resolution declaring a substantial need for a 1.0%increase to property tax.
November 4, 2020 F - 2
ORDINANCE NO.
AN ORDINANCE of the City of Port Angeles, Washington, levying
regular ad valorem property taxes for collection in the fiscal year 2021,
and directing the City Clerk to certify said amount to the Board of
Clallam County Commissioners.
WHEREAS, the City Council intends to levy property taxes for collection in 2021.
WHEREAS, the City Council has adopted a Resolution pursuant to RCW 84.55.120
authorizing for the 2021 levy a 1%, or $47,300 increase over the actual levy for 2020.
WHEREAS, the City Council also adopted a substantial need resolution.
NOW, THEREFORE, the City Council of the City of Port Angeles do hereby ordain
as follows:
Section 1. The amount of ad valorem taxes to be levied for the fiscal year
commencing January 1, 2021 is hereby fixed at$47,300,plus:
Additional revenue resulting from new construction, improvements to property,
newly constructed wind turbines, any increase in the value of state-assessed
property, any annexations that have occurred and refunds made.
Section 2. The City Clerk is hereby directed to certify to the Board of Clallam
County Commissioners the amount of ad valorem taxes to be levied for the fiscal year
commencing January 1, 2021, as set forth in Section 1 of this Ordinance.
Section 3. This ordinance, being an exercise of a power specifically delegated to
the City legislative body, is not subject to referendum. This ordinance shall take effect five
(5) days after passage and publication of an approved summary thereof consisting of the title.
PASSED by the City Council of the City of Port Angeles at a regular meeting of said
Council held on the day of November 2020.
Kate Dexter, Mayor
ATTEST: APPROVED AS TO FORM:
Kari Martinez-Bailey, City Clerk William E. Bloor, City Attorney
PUBLISHED: 12020
(By Summary)
November 4, 2020 F - 3
RESOLUTION NO.
A RESOLUTION of the City Council of the City of Port Angeles, Washington,
authorizing an increase in the regular property tax levy due to substantial
need.
WHEREAS, the property tax limit factor applicable to the 2021 tax levy is less than
1%percent; and
WHEREAS, the City Council of the City of Port Angeles, after hearing and after duly
considering all relevant evidence has determined that, due to substantial need, there is a need
to increase the regular property tax limit factor above the rate of inflation.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Port
Angeles that the property tax limit factor for the tax year 2021 shall be 1%percent.
PASSED by the City Council of the City of Port Angeles at a regular meeting of said
Council held on the day of , 2020.
Kate Dexter, Mayor
ATTEST: APPROVED AS TO FORM:
Kari Martinez-Bailey, City Clerk William E. Bloor, City Attorney
November 4, 2020 F - 4
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POR-T-ANGELES CITY COUNCIL
WASH I N G T' O N , U .S, MEMO
Date: November 4,2020
To: City Council
From: Nathan West, City Manager
Sarina Carrizosa, Finance Director
Subject: Ordinance Authorizing the Refunding of the 2009 and 2010 Water and Wastewater
Bonds and Department of Ecology Loans for the CSO Project
Summary: In 2009 and 2010 the City issued bonds to cover expenses for capital projects in the Water,
Wastewater and Stormwater utility. These bonds are callable effective November 1, 2019 and November
1, 2020,meaning the City is eligible to refinance these bonds for a lower interest rate or to redeem the
bonds. Based on Staff analysis and consultation from the City's bond advisors, Staff is recommending the
refinancing of these bonds. Additionally, Staff and Counsel have identified two Department of Ecology
loans obtained for the Combined Sewer Overflow(CSO)project that are recommended to be included in
the refunding to achieve further savings with a lower interest rate. Staff is seeking Council approval to
refund the 2009 and 2010 Water and Wastewater bonds in the amount of$10,580,000 with the inclusion
of$18,282,200 in Department of Ecology loans for the CSO project. This is the second reading of this
ordinance.
Funding: Refunding the Water and Wastewater bonds will not change the City's debt portfolio;
however, the amount of savings realized from the refunding is estimated at$3.0 million over the life of
the bond.
Recommendation:
1. Conduct the second reading of the Ordinance.
2. Adopt the ordinance authorizing the refunding of the 2009 and 2010 Water& Wastewater bonds
to include two Department of Ecology loans in an amount not to exceed$29,000,000,with an
interest rate of not more than 4.0% and designate the City Manager and the Finance Director as
authorized signers for the sale of the bonds.
Background / Analysis: In 2009 and 2010 the City issued bonds to cover expenses for capital projects
in the Water,Wastewater and Stormwater utility. These bonds are callable effective November 1, 2019
and November 1, 2020, meaning the City is eligible to refinance these bonds for a lower interest rate or to
redeem the bonds.Based on Staff analysis and consultation from the City's bond advisors, Staff is
recommending the refinancing of these bonds. Additionally, Staff and Counsel have identified two
Department of Ecology loans obtained for the Combined Sewer Overflow(CSO)project that are
recommended to be included in the refunding to achieve further savings with a lower interest rate. Staff is
seeking Council approval to refund the 2009 and 2010 Water and Wastewater bonds in the amount of
$10,580,000 with the inclusion of$18,282,200 in Department of Ecology loans for the CSO project. For a
total bond issue not to exceed $29,000,000.
Current market trends indicate that a public placement for the bond refunding would be more
advantageous than a private placement. This means current interest rates favor a bidding environment.
Additionally,because these bonds are recommended for a public sale the final interest rate and savings
achieved by this refunding will not be known until the sale is complete. The ordinance attached for your
November 4, 2020 G - 1
consideration includes a limitation on the interest rate of 4.0%for this refunding.In addition, City policy
states refinancing of debt should not occur if the resulting savings are under 3.0%of the current debt
schedule.
Finally, due to timing, the public refunding of these bonds must be complete on the same day. For this
reason,it is necessary for the Council to designate the City Manager and the Finance Director to sign on
behalf of the City on the day of the sale. The City will also seek advisement from its financial advisor,
Northwest Municipal Advisors and bond counsel,Pacifica Law,prior to and during the refunding as well.
The refunding of these bonds would save the City an estimated$3.0 million over the remaining life of the
bonds. Refunding will not change the overall life of the bond,nor will this change the City's debt
portfolio. The estimated savings resulting from the refunding will be realized from a reduction in interest
rates expected with the refinancing of these bonds, similar to refinancing a home mortgage.
This is the second reading of the ordinance. Since the first reading there has been one minor change
correcting the date of the ordinance adoption from November 3rd to November 4',2020.
Funding Overview: Refunding the Water and Wastewater bonds will not change the City's debt
portfolio; however, the amount of savings realized from the refunding is estimated at$3.0 million over
the life of the bond.
November 4, 2020 G - 2
CITY OF PORT ANGELES, WASHINGTON
WATER AND WASTEWATER UTILITY REVENUE REFUNDING BONDS, 2020
ORDINANCE NO. 3666
AN ORDINANCE of the City of Port Angeles,Washington, authorizing
the issuance of water and wastewater utility revenue refunding
bonds of the City in the principal amount of not to exceed
$29,000,000, to defease and refund certain outstanding water and
wastewater utility revenue obligations, to make a deposit to the
reserve account(if required), and to pay costs of issuing the bonds;
providing the form, terms and covenants of the bonds; and
delegating authority to approve the method of sale and final terms
of the bonds.
Passed November 4, 2020
Prepared By:
PACIFICA LAW GROUP LLP
Seattle, Washington
November 4, 2020 G - 3
CITY OF PORT ANGELES, WASHINGTON
ORDINANCE NO. 3666
TABLE OF CONTENTS
Page
Section 1. Definitions and Interpretation of Terms ..................................................................3
Section 2. Compliance with Parity Conditions.......................................................................12
Section 3. Authorization and Description of Bonds ...............................................................13
Section 4. Registration, Exchange and Payments...................................................................14
Section 5. Redemption; Purchase of Bonds............................................................................19
Section6. Form of Bonds .......................................................................................................22
Section7. Execution of Bonds................................................................................................22
Section 8. Application of Bond Proceeds; Refunding Plan....................................................23
Section9. Revenue Fund........................................................................................................26
Section 10. Rate Stabilization Fund..........................................................................................27
Section11. Bond Account........................................................................................................28
Section 12. Adequacy of Revenues ..........................................................................................32
Section 13. Covenants and Agreements....................................................................................32
Section14. Tax Covenants .......................................................................................................35
Section15. Defeasance.............................................................................................................37
Section 16. Issuance of Future Parity Bonds ............................................................................38
Section17. Sale of Bonds.........................................................................................................42
Section 18. Undertaking to Provide Ongoing Disclosure.........................................................44
Section 19. Supplements and Amendments..............................................................................45
Section 20. Lost or Destroyed Bonds .......................................................................................47
Section21. Severability ............................................................................................................47
Section 22. Effective Date ........................................................................................................47
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November 4, 2020 G - 4
ORDINANCE NO. 3666
AN ORDINANCE of the City of Port Angeles,Washington, authorizing
the issuance of water and wastewater utility revenue refunding
bonds of the City in the principal amount of not to exceed
$29,000,000, to defease and refund certain outstanding water and
wastewater utility revenue obligations, to make a deposit to the
reserve account(if required), and to pay costs of issuing the bonds;
providing the form, terms and covenants of the bonds; and
delegating authority to approve the method of sale and final terms
of the bonds.
WHEREAS,the City of Port Angeles, Washington, a municipal corporation of the State of
Washington (the "City"), owns and operates a storm water utility and a water and wastewater
utility; and
WHEREAS, pursuant to Section 2 of Ordinance No. 3407 passed by the City Council
(the"Council") on August 3, 2010, the City combined its storm water utility and water and
wastewater utility, as such utilities may be added to, improved or extended from time to time (as
combined, the"System")for borrowing purposes, as permitted by Ordinance Nos. 3148 and 3375;
and
WHEREAS, the City has issued and has outstanding the following senior parity lien
obligations of the System:
Principal Amount
Date of Authorizing Outstanding as of
Designation Issue Ordinance September 1, 2020
Water and Wastewater Utility 09/29/2009 No. 3375 $ 2,960,000
Revenue Refunding Bonds, 2009
("2009 Bonds")
Water and Wastewater Utility 08/17/2010 No. 3407 5,695,000
Revenue Bonds, 2010 ("2010 Bonds")
Water and Wastewater Utility 09/30/2013 No. 3481 1,925,000
Revenue Refunding Bonds, 2013
("2013 Bonds")
(collectively, the "Outstanding Parity Bonds"); and
November 4, 2020 G - 5
WHEREAS, the ordinances authorizing the 2009 Bonds and the 2010 Bonds provide that
the City may call such bonds for redemption prior to maturity on or after November 1, 2019 and
November 1, 2020, respectively, as a whole or in part on any date, at the price of par plus accrued
interest, if any, to the date of redemption; and
WHEREAS, the City has issued and has outstanding certain subordinate lien obligations
of the System (as identified herein, the"Junior Lien Loans")that may be prepaid prior to maturity,
as a whole or in part on any date, at the price of par plus accrued interest, if any, to the date of
prepayment; and
WHEREAS, after due consideration it appears to this Council that all or a portion of the
2009 Bonds and 2010 Bonds may be defeased and/or refunded prior to maturity and all or a portion
of the Junior Lien Loans may be prepaid prior to maturity by the proceeds of water and wastewater
utility revenue refunding bonds authorized herein (the"Bonds") and available funds of the City at
a substantial savings to the City and its ratepayers; and
WHEREAS, the ordinances authorizing the issuance of the Outstanding Parity Bonds
(collectively, the "Outstanding Parity Bond Ordinances") provide that additional water and
wastewater utility revenue bonds may be issued on a parity of lien with the Outstanding Parity
Bonds if certain conditions are met; and
WHEREAS, this Council wishes to delegate authority to the Finance Director and City
Manager(each, a"Designated Representative"), for a limited time, to approve the method of sale,
to select the outstanding obligations for refunding and/or prepayment, and to approve the interest
rates, maturity dates, redemption terms and principal maturities the Bonds within the parameters
set by this ordinance; and
WHEREAS,the Bonds authorized herein shall be sold by negotiated or competitive public
sale as set forth herein;
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November 4, 2020 G - 6
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PORT ANGELES,
WASHINGTON, DO ORDAIN, as follows:
Section 1. Definitions and Interpretation of Terms.
(a) Definitions. As used in this ordinance, the following words have the following
meanings:
Acquired Obligations means the Government Obligations acquired by the City under the
terms of this ordinance and the Escrow Agreement,but only to the extent that the same are acquired
at Fair Market Value.
Annual Debt Service, for any Fiscal Year or calendar year means the sum of:
(a) the interest due in such year on all outstanding Parity Bonds excluding, however,
interest to be paid from the proceeds of Parity Bonds,
(b) the principal of all outstanding Serial Bonds due in such year, and
(c) the Sinking Fund Requirement, if any, for such year.
For purposes of satisfying the rate covenant in Section 13 and the Future Parity Bond test
in Section 16, Annual Debt Service for any Fiscal Year or calendar year shall exclude any Debt
Service Offsets. If the interest rate on any such bonds is other than a fixed rate,the rate applicable
at the time of the computation shall be used; provided, however, that so long as the 2009 Bonds
are outstanding the City may issue variable rate obligations payable from Gross Revenue only as
provided in Section 16 of this ordinance. From and after such time as no 2009 Bonds remain
outstanding, if the interest rate on any Parity Bonds is other than a fixed rate, the rate applicable
at the time of computation shall be used unless such rate is less than an interest rate equal to the
yield to maturity equal to the higher of(i)the average of the SIFMA Municipal Swap Index over
the 60 month period immediately preceding the date of computation, or (ii) the average of the
SIFMA Municipal Swap Index over the 12 month period immediately preceding the date of
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November 4, 2020 G - 7
computation, as determined within ten days prior to the date of computation or, if such
computation is being made in connection with the certificate required for the issuance of Future
Parity Bonds, then within ten days prior to the date of such certificate.
Assessments mean assessments (including interest and penalties) levied in any utility local
improvement district of the City for the acquisition or construction of additions and improvements
to and extension of the System, if such assessments are pledged to be paid into the Bond Account.
Average Annual Debt Service means the amount determined by dividing(a) the sum of all
interest and principal to be paid on all Parity Bonds from the date of determination to the last
maturity date of such Parity Bonds, by (b)the number of Fiscal Years or calendar years from and
including the Fiscal Year or calendar year in which the determination is made to the last Fiscal
Year or calendar year in which any of such Parity Bonds will be outstanding.
Beneficial Owner means any person that has or shares the power, directly or indirectly, to
make investment decisions concerning ownership of any Bonds (including persons holding Bonds
through nominees, depositories or other intermediaries).
Bond Account means the 1994 Water and Wastewater Utility Revenue Bond Fund created
by Section 15 of Ordinance No. 2843 and continued pursuant to Section 11 of this ordinance.
Bond Counsel means Pacifica Law Group LLP or an attorney at law or a firm of attorneys,
selected by the City, of nationally recognized standing in matters pertaining to the tax-exempt
nature of interest on bonds issued by states and their political subdivisions.
Bond Purchase Contract means the bond purchase contract, for the purchase of the Bonds
sold by negotiated sale to the Underwriter, executed by a Designated Representative pursuant to
this ordinance.
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November 4, 2020 G - 8
Bond Register means the registration books showing the name, address and tax
identification number of each Registered Owner of a series of Bonds, maintained for the Bonds in
the manner required pursuant to Section 149(a) of the Code.
Bond Registrar means, initially,the fiscal agent of the State,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 mean the City's Water and Wastewater Utility Revenue Refunding Bonds, 2020,
issued in the aggregate principal amount of not to exceed $29,000,000 pursuant to this ordinance.
City means the City of Port Angeles, a municipal corporation duly organized and existing
under the laws of the State of Washington.
City Clerk means the duly appointed and acting City Clerk of the City or the successor to
the duties of that office.
Certificate of Award means if any, a certificate awarding the Bonds sold by competitive
sale to the successful bidder, executed by a Designated Representative pursuant to this ordinance.
Code means the Internal Revenue Code of 1986 as in effect on the date of issuance of
Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations
issued on the date of issuance of the Bonds,together with applicable proposed,temporary and final
regulations promulgated, and applicable official public guidance published, under the Code.
Commission means the United States Securities and Exchange Commission.
Continuing Disclosure Certificate means one or more written undertakings for the benefit
of the owners and Beneficial Owners of any Bonds as required by Section (b)(5) of the Rule.
Costs of Maintenance and Operation means all necessary operating expenses, current
maintenance expenses, expenses of reasonable upkeep and repairs, and insurance and
administrative expenses of the System, but excludes depreciation, payments for debt service or
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November 4, 2020 G - 9
into reserve accounts and costs of capital additions to or replacements of the System, taxation by
the City or payments in lieu of taxes.
Council means the Port Angeles City Council, as the general legislative body of the City
as the same is duly and regularly constituted from time to time.
Debt Service Account means the account of that name created in the Bond Account by
Section 15 of Ordinance No. 2843 and continued pursuant to Section 11 of this ordinance.
Debt Service Offset means receipts of the City that are not included in Gross Revenue and
that are legally available to pay debt service on Parity Bonds, including without limitation federal
interest subsidy payments, designated as such by the City.
Designated Representative means the City Manager and the Finance Director and the
successor to such offices, or his or her designee. The signature of one Designated Representative
shall be sufficient to bind the City.
DTC means The Depository Trust Company,New York,New York, a limited purpose trust
company organized under the laws of the State of New York, as initial depository for the Bonds
or any successor substitute depository for the Bonds.
Escrow Agent means U.S. Bank National Association, Seattle, Washington.
Escrow Agreement means the Escrow Deposit Agreement to be dated as of the date of
closing of the Bonds.
Fair Market Value means the price at which a willing buyer would purchase an investment
from a willing seller in a bona fide, arm's-length transaction, except for specified investments as
described in Treasury Regulation § 1.148-5(d)(6), including United States Treasury obligations,
certificates of deposit, guaranteed investment contracts, and investments for yield restricted
defeasance escrows. Fair Market Value is generally determined on the date on which a contract
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November 4, 2020 G - 10
to purchase or sell an investment becomes binding, and, to the extent required by the applicable
regulations under the Code, the term "investment" will include a hedge.
Federal Tax Certificate means the certificate executed by the Finance Director setting
forth the requirements of the Code for maintaining the tax exemption of interest on the Bonds to
be dated as of the date of closing for such Bonds.
Finance Director means the duly appointed and acting Finance Director of the City or the
successor to the duties of that office.
Fiscal Year means the fiscal year used by the City at any time. At the time of the passage
of this ordinance,the Fiscal Year is the twelve-month period beginning January 1 of each year and
ending December 31 of each year.
Future Parity Bonds mean any revenue bonds, revenue warrants or other revenue
obligations that may be issued in the future with a lien on money in the Revenue Fund to pay and
secure the payment of the principal thereof and interest thereon equal to the lien created on the
money in such Fund to pay and secure the payment of the principal of and interest on the
Outstanding Parity Bonds and the Bonds.
Government Obligations mean those obligations now or hereafter defined as such in
chapter 39.53 RCW constituting direct obligations of, or obligations the principal of and interest
on which are unconditionally guaranteed by the United States of America, as such chapter may be
hereafter amended or restated.
Gross Revenue means all earnings, revenue and money, except Assessments, received by
the City from or on account of the operation of the System, including proceeds from the sale, lease
or other disposition of any of the properties or facilities of the System, and the income from
investments of money in the Revenue Fund and any bond fund or from any other investment
thereof except the income from investments irrevocably pledged to the payment of revenue bonds
-7-
November 4, 2020 G - 11
pursuant to a plan of retirement or refunding. The term "Gross Revenue" does not include grants
or bond proceeds, but does include federal or state reimbursements of operating expenses to the
extent such expenses are included as "Costs of Maintenance and Operation."
Junior Lien Loans mean the following obligations eligible for prepayment: Loans from
the Washington State Department of Ecology referred to as Loan No. L1200034 (2012) and
Agreement WQC-2015-PorAngPW-00175 (2014).
Letter of Representations means the Blanket Issuer Letter of Representations given by the
City to DTC, as amended from time to time.
Mayor means the duly elected and acting Mayor of the City or the successor to the duties
of that office.
Moody's means Moody's Investors Service Inc., a corporation duly organized and existing
under and by virtue of the laws of the State of Delaware, or its successor.
MSRB means the Municipal Securities Rulemaking Board or any successor to its functions.
Net Revenue means the Gross Revenue less the Costs of Maintenance and Operation.
Official Statement means the disclosure document prepared and delivered in connection
with the issuance of the Bonds.
Outstanding Parity Bond Ordinances mean the ordinances authorizing the issuance of the
Outstanding Parity Bonds identified in the recitals to this ordinance.
Outstanding Parity Bonds means the parity water and wastewater utility revenue bonds of
the City identified in the recitals to this ordinance.
Parity Bonds means the Outstanding Parity Bonds,the Bonds and any Future Parity Bonds.
Permitted Investments means investments that are legal investments for the City at the
time of such investment; provided, however, the City shall comply with the definitions of
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November 4, 2020 G - 12
"Permitted Investments" as provided in the Outstanding Parity Bond Ordinances so long as the
Outstanding Parity Bonds remain outstanding.
Professional Utility Consultant means the independent person(s)or firm(s) selected by the
City having a favorable reputation for skill and experience with water,wastewater and storm water
systems of comparable size and character to the System in such areas as are relevant to the purposes
for which they are retained.
Qualified Insurance means any unconditional municipal bond insurance policy or surety
bond issued by any insurance company licensed to conduct an insurance business in any state of
the United States or by a service corporation acting on behalf of one or more such insurance
companies, which insurance company or service corporation, as of the time of issuance of such
policy or surety bond, is then rated in one of the two highest rating categories by Moody's, S&P
or any other rating agency then maintaining a rating on the Bonds.
Qualified Letter of Credit means any irrevocable letter of credit issued by a bank for the
account of the City and for the benefit of the owners of Parity Bonds, provided that such bank
maintains an office, agency or branch in the United States, and provided further, that, as of the
time of issuance of such letter of credit, such bank is currently rated in one of the two highest rating
categories by either Moody's, S&P or any other rating agency then maintaining a rating on the
Bonds.
Rate Stabilization Fund means the fund of that name created pursuant to Section 13 of
Ordinance No. 2843.
Record Date means the close of business for the Bond Registrar that is 15 days preceding
any interest and/or principal payment or redemption date.
Refunded Bonds mean all or a portion of the Refunding Candidates as designated by a
Designated Representative for refunding pursuant to this ordinance.
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November 4, 2020 G - 13
Refunding Account means the account by that name established pursuant to Section 8 of
this ordinance.
Refunding Candidates mean the outstanding 2009 Bonds, 2010 Bonds and Junior Lien
Loans.
Registered Owner means any person named as a registered owner of the Bonds in the Bond
Register. So long as the Bonds are held in book entry only form, DTC or its nominee shall be
deemed to be the sole Registered Owner.
Reserve Account means the account of that name in the Bond Account created pursuant to
Ordinance No. 2843.
Reserve Account Requirement means,as of any date of calculation,the lesser of maximum
Annual Debt Service on the outstanding Parity Bonds or 125% of Average Annual Debt Service
on the outstanding Parity Bonds; provided, that at the time of issuance of any series of Parity
Bonds, the portion of the Reserve Account Requirement allocable to a series of Parity Bonds will
not exceed 10% of the initial principal amount of that series of Parity Bonds.
Following the full redemption, refunding or defeasance of all of the Outstanding Parity
Bonds, the Reserve Account Requirement shall be amended to read "means with respect to the
Bonds, the amount determined by the City, which may be zero, and with respect to any Future
Parity Bonds, the amount set forth in the ordinance authorizing the Future Parity Bonds if such
Parity Bonds are secured by the Reserve Account or another reserve fund or account."
Revenue Fund means the special fund of the City known as the "City of Port Angeles
Water and Wastewater Utility Revenue Fund" created by the City pursuant to Section 2 of
Ordinance No. 2843.
Rule means the Commission's Rule 15c2-12 under the Securities Exchange Act of 1934,
as the same may be amended from time to time.
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Sale Document means a Bond Purchase Contract or Certificate of Award, if any, executed
by a Designated Representative in connection with the sale of the Bonds pursuant to this ordinance.
Serial Bonds means Parity Bonds other than Term Bonds.
Sinking Fund Requirement means, for any Fiscal Year or calendar year, the principal
amount of Term Bonds required to be purchased, redeemed or paid at maturity in such year as
established by the ordinance of the City authorizing the issuance of such Term Bonds.
State means the State of Washington.
S&P means S&P Global Ratings, except that if such corporation shall be dissolved or
liquidated or shall no longer perform the functions of a securities rating agency,then the term S&P
shall be deemed to refer to any other nationally recognized securities rating agency (other than
Moody's) selected by the Authorized Representative of the City.
System means the City's combined water supply and distribution utility, sanitary sewage
collection and wastewater treatment utility, and storm water utility as the same now exists and as
it may hereafter be added to, improved and extended for as long as any of the Bonds are
outstanding.
Term Bonds mean Parity Bonds of any principal maturity that are subject to mandatory
redemption and for which mandatory sinking fund payments are required, including the Bonds
identified as such in Section 5(b) of this ordinance.
2009 Bonds mean the City's Water and Wastewater Utility Revenue Refunding Bonds,
2009, issued in the original principal amount of $7,590,000 under date of September 29, 2009,
pursuant to Ordinance No. 3375 of the City.
2010 Bonds mean the City's Water and Wastewater Utility Revenue Bonds, 2010, issued
in the original principal amount of $5,695,000 under the date of August 17, 2010, pursuant to
Ordinance No. 3407 of the City.
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Underwriter means any underwriter for the Bonds, in the case of a negotiated sale, or initial
purchaser or purchasers for the Bonds,in the case of a competitive sale,as selected by a Designated
Representative pursuant to this ordinance.
(b) Interpretation. In this ordinance, unless the context otherwise requires:
(1) The terms "hereby," "hereof," "hereto," "herein," "hereunder" and any
similar terms, as used in this ordinance,refer to this ordinance as a whole and not to any particular
article, section, subdivision or clause hereof, and the term "hereafter" shall mean after,
and the term "heretofore" shall mean before, the date of this ordinance;
(2) Words of any gender shall mean and include correlative words of all
genders, and words importing the singular number shall mean and include the plural number and
vice versa;
(3) Words importing persons shall include firms, associations, partnerships
(including limited partnerships), trusts, corporations and other legal entities, including public
bodies, as well as natural persons;
(4) Any headings preceding the text of the several articles and sections of this
ordinance, and any table of contents or marginal notes appended to copies hereof, shall be solely
for convenience of reference and shall not constitute a part of this ordinance, nor shall they affect
its meaning, construction or effect; and
(5) All references herein to "articles," "sections" and other subdivisions or
clauses are to the corresponding articles, sections, subdivisions or clauses hereof.
Section 2. Compliance with Parity Conditions. The Outstanding Parity Bond
Ordinances provide that the City may issue Future Parity Bonds upon compliance with certain
conditions. The Council hereby finds, as required by those provisions of the Outstanding Parity
Bond Ordinances, as follows:
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First, at the time of issuance of the Bonds the City shall have on file a certificate satisfying
the parity requirements of the Outstanding Parity Bond Ordinances;
Second, that at the time of the passage of this ordinance and at the time of the issuance of
the Bonds there is not nor will there be any deficiency in the Bond Account or the Reserve
Account; and
Third,this ordinance provides that(i) the principal of and interest on the Bonds are payable
out of the Bond Account, (ii)payments will be made into the Bond Account to satisfy the Sinking
Fund Requirements on any Term Bonds, and(iii)proceeds of the Bonds or other funds of the City
legally available therefor will be deposited, if necessary, into the Reserve Account in an amount
sufficient to satisfy the Reserve Account Requirement for the Bonds, all as required by the
Outstanding Parity Bond Ordinances.
The parity conditions contained in the Outstanding Parity Bond Ordinances having been
complied with or assured, the payments required in this ordinance to be made out of the Revenue
Fund into the Bond Account and the accounts held therein to pay and secure the payment of the
principal of and interest on the Bonds shall constitute a lien and charge upon the money in such
Revenue Fund equal in rank with the lien and charge thereon for the payments required to be made
into the Bond Account to pay and secure the payment of the principal of and interest on the
Outstanding Parity Bonds.
Section 3. Authorization and Description of Bonds. For the purpose of defeasing
and/or refunding the Refunded Bonds,funding the Reserve Account,if necessary,and paying costs
of issuance of the Bonds, the City shall issue and sell its water and wastewater utility revenue
refunding bonds in the aggregate principal amount of not to exceed $29,000,000 (the"Bonds").
The Bonds shall be designated, "City of Port Angeles, Washington,Water and Wastewater
Utility Revenue Refunding Bonds, 2020"; with any series or other designation as determined by a
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Designated Representative, shall be dated as of their date of delivery; shall be fully registered as
to both principal and interest; shall be in the denomination of$5,000 each, or any integral multiple
thereof, within a 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 bear
interest from their date payable on the first days of each November and May, commencing as
provided in the Sale Document; and shall mature on the dates and in the principal amounts set
forth in the Sale Document and as approved by a Designated Representative pursuant to
Section 17.
The Bonds shall be obligations only of the Bond Account and the accounts held therein
and shall be payable and secured as provided herein. The Bonds do not constitute an indebtedness
or general obligation of the City within the meaning of the constitutional provisions and limitations
of the State.
Section 4. Registration, Exchange and Payments.
(a) Bond Registrar/Bond Register. The City hereby specifies and adopts the system of
registration approved by the Washington State Finance Committee from time to time through the
appointment of a state fiscal agent. The City shall cause a bond register to be maintained by the
Bond Registrar. So long as any Bonds remain outstanding, the Bond Registrar shall make all
necessary provisions to permit the exchange or registration or transfer of Bonds at its designated
office. The Bond Registrar may be removed at any time at the option of the Finance Director upon
prior notice to the Bond Registrar and a successor Bond Registrar appointed by the Finance
Director. No resignation or removal of the Bond Registrar shall be effective until a successor shall
have been appointed and until the successor Bond Registrar shall have accepted the duties of the
Bond Registrar hereunder. The Bond Registrar is authorized, on behalf of the City,to authenticate
and deliver Bonds transferred or exchanged in accordance with the provisions of such Bonds and
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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 of the Bonds.
(b) Registered Ownership. The City and the Bond Registrar, each in its discretion,may
deem and treat the Registered Owner of each Bond as the absolute owner thereof for all purposes
(except as otherwise provided in this ordinance or in the Continuing Disclosure Certificate), and
neither the City nor the Bond Registrar shall be affected by any notice to the contrary. Payment of
any such Bond shall be made only as described below, but such Bond may be transferred as
provided herein. All such payments made as described below shall be valid and shall satisfy and
discharge the liability of the City upon such Bond to the extent of the amount or amounts so paid.
(c) DTC Acceptance/Letters of Representations. The Bonds initially shall be held in
fully immobilized form by DTC acting as depository. The City has executed and delivered to DTC
the Letter of Representations.Neither the City nor the Bond Registrar shall have any responsibility
or obligation to DTC participants or the persons for whom they act as nominees (or any successor
depository)with respect to the Bonds in respect of the accuracy of any records maintained by DTC
(or any successor depository) or any DTC participant, the payment by DTC (or any successor
depository) or any DTC participant of any amount in respect of the principal of or interest on
Bonds, any notice which is permitted or required to be given to Registered Owners under this
ordinance (except such notices as shall be required to be given by the City to the Bond Registrar
or to DTC (or any successor depository)), or any consent given or other action taken by DTC (or
any successor depository) as the Registered Owner. For so long as any Bonds are held by a
depository, DTC or its successor depository or its nominee shall be deemed to be the Registered
Owner for all purposes hereunder, and all references herein to the Registered Owners shall mean
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DTC (or any successor depository) or its nominee and shall not mean the owners of any beneficial
interest in such Bonds.
(d) Use ofDepository.
(1) The Bonds shall be registered initially in the name of "Cede & Co.", as
nominee of DTC, with one Bond maturing on each of the maturity dates for the Bonds in a
denomination corresponding to the total principal therein designated to mature on such date.
Registered ownership of such immobilized Bonds, or any portions thereof, may not thereafter be
transferred except(A) to any successor of DTC or its nominee, provided that any such successor
shall be qualified under any applicable laws to provide the service proposed to be provided by it;
(B)to any substitute depository appointed by the Finance Director pursuant to subsection (2)
below or such substitute depository's successor; or(C) to any person as provided in subsection (4)
below.
(2) Upon the resignation of DTC or its successor (or any substitute depository
or its successor) from its functions as depository or a determination by the Finance Director to
discontinue the system of book entry transfers through DTC or its successor (or any substitute
depository or its successor), the Finance Director may hereafter appoint a substitute depository.
Any such substitute depository shall be qualified under any applicable laws to provide the services
proposed to be provided by it.
(3) In the case of any transfer pursuant to clause (A) or (B) of subsection (1)
above, the Bond Registrar shall, upon receipt of all outstanding Bonds, together with a written
request on behalf of the Finance Director, issue a single new Bond for each maturity then
outstanding, registered in the name of such successor or such substitute depository, or their
nominees, as the case may be, all as specified in such written request of the Finance Director.
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(4) In the event that (A) DTC or its successor (or substitute depository or its
successor) resigns from its functions as depository, and no substitute depository can be obtained,
or(B)the Finance Director determines that it is in the best interest of the Beneficial Owners of the
Bonds that such owners be able to obtain physical bond certificates, the ownership of such Bonds
may then be transferred to any person or entity as herein provided, and shall no longer be held by
a depository. The Finance Director shall deliver a written request to the Bond Registrar, together
with a supply of physical Bonds, to issue Bonds as herein provided in any authorized
denomination. Upon receipt by the Bond Registrar of all then outstanding Bonds together with a
written request on behalf of the Finance Director to the Bond Registrar,new Bonds shall be issued
in the appropriate denominations and registered in the names of such persons as are requested in
such written request.
(e) Registration of Transfer of Ownership or Exchange; Change in Denominations.
The transfer of any Bond may be registered and Bonds may be exchanged, but no transfer of any
such Bond shall be valid unless it is surrendered to the Bond Registrar with the assignment form
appearing on such 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 therefor, a new Bond(s) (or Bonds at the option of the new
Registered Owner) of the same date, series, maturity and interest rate and for the same aggregate
principal amount in any authorized denomination, naming as Registered Owner the person or
persons listed as the assignee on the assignment form appearing on the surrendered Bond, in
exchange for such surrendered and cancelled Bond. Any Bond may be surrendered to the Bond
Registrar and exchanged,without charge, for an equal aggregate principal amount of Bonds of the
same date, series, maturity, and interest rate, in any authorized denomination. The Bond Registrar
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shall not be obligated to register the transfer of or to exchange any Bond during the 15 days
preceding any principal payment or redemption date.
(f) Bond Registrar's Ownership of Bonds. The Bond Registrar may become the
Registered Owner of any Bond with the same rights it would have if it were not the Bond Registrar,
and to the extent permitted by law, may act as depository for and permit any of its officers or
directors to act as a member of, or in any other capacity with respect to, any committee formed to
protect the right of the Registered Owners or Beneficial Owners of Bonds.
(g) Place and Medium ofPayment. 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 calculated
on the basis of a year of 360 days and twelve 30-day months. For so long as all Bonds are held by
a depository, payments of principal thereof and interest thereon shall be made as provided in
accordance with the operational arrangements of DTC referred to in the Letter of Representations.
In the event that the Bonds are no longer held by a depository, interest on the Bonds shall be paid
by check or draft mailed to the Registered Owners at the addresses for such Registered Owners
appearing on the Bond Register on the Record Date, or upon the written request of a Registered
Owner of more than $1,000,000 of Bonds (received by the Bond Registrar at least by the Record
Date), such payment shall be made by the Bond Registrar by wire transfer to the account within
the United States designated by the Registered Owner. Principal of the Bonds shall be payable
upon presentation and surrender of such Bonds by the Registered Owners at the designated office
of the Bond Registrar.
If any Bond shall be duly presented for payment and funds have not been duly provided by
the City on such applicable date, then interest shall continue to accrue thereafter on the unpaid
principal thereof at the rate stated on such Bonds until it is paid.
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Section 5. Redemption; Purchase of Bonds.
(a) Mandatory Redemption of Term Bonds and Optional Redemption, if any. The
Bonds shall be subject to optional redemption on the dates, at the prices and under the terms set
forth in the Sale Document approved by a Designated Representative pursuant to Section 17. The
Bonds shall be subject to mandatory redemption to the extent,if any,set forth in the Sale Document
and as approved by a Designated Representative pursuant to Section 17.
(b) Purchase of Bonds. The City reserves the right to use at any time any surplus
Revenue of the System, or other available funds, to purchase for retirement any of the Bonds at
any price deemed reasonable by the City.
(c) Selection ofBonds for Redemption. If the Bonds are held in book-entry only form,
the selection of particular Bonds within a maturity to be redeemed shall be made in accordance
with the operational arrangements then in effect at DTC. If the Bonds are no longer held by a
depository, the selection of such Bonds to be redeemed and the surrender and reissuance thereof,
as applicable, shall be made as provided in the following provisions of this subsection (c) or as
otherwise provided in the applicable Sale Document. If the City redeems at any one time fewer
than all of the Bonds having the same maturity date, the particular Bonds or portions of Bonds of
such maturity to be redeemed shall be selected by lot(or in such manner determined by the Bond
Registrar) in increments of$5,000. In the case of a Bond of a denomination greater than $5,000,
the City and the Bond Registrar shall treat each Bond as representing such number of separate
Bonds each of the denomination of$5,000 as is obtained by dividing the actual principal amount
of such Bonds of such series by $5,000. In the event that only a portion of the principal sum of a
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 sum thereof, at the option of the Registered Owner, a Bond or Bonds of like
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maturity, series, and interest rate in any of the denominations herein authorized. To the extent the
City optionally redeems or purchases for retirement any Term Bond, any remaining mandatory
sinking fund payment or mandatory prior redemption requirements for such Term Bond shall be
reduced on a pro rata basis.
(d) Notice ofRedemption or Prepayment.
(1) Official Notice. For so long as the Bonds are held by a depository,notice of
redemption (which notice may be conditional) shall be given in accordance with the operational
arrangements of DTC as then in effect, and neither the City nor the Bond Registrar will provide
any notice of redemption to any Beneficial Owners. Thereafter(if the Bonds are no longer held in
uncertificated form), notice of redemption shall be given in the manner hereinafter provided.
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 20 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.
All official notices of redemption shall be dated and shall state:
(A) the redemption date,
(B) the redemption price,
(C) if fewer than all outstanding Bonds are to be redeemed, the
identification by maturity (and, in the case of partial redemption,the respective principal amounts)
of the Bonds to be redeemed,
(D) any conditions to redemption,
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(E) that (unless such notice is conditional) 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
(F) the place where such Bonds are to be surrendered for payment of the
redemption price, which place of payment shall be the designated office of the Bond Registrar.
On or prior to any redemption date, unless any condition to such redemption has not been
satisfied or waived or notice of such redemption has been rescinded, 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 which are to be redeemed on that date. The City retains the right to rescind any
redemption notice and the related optional redemption of Bonds by giving notice of rescission to
the affected registered owners at any time on or prior to the scheduled redemption date. Any notice
of optional redemption that is so rescinded shall be of no effect, and the Bonds for which the notice
of optional redemption has been rescinded shall remain outstanding.
(2) Effect of Notice; Bonds Due. If an unconditional notice of redemption has
been given, or if the conditions set forth in a conditional notice of redemption have been satisfied
or waived, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become
due and payable at the redemption price therein specified, and from and after such date 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. All Bonds which have been redeemed shall be canceled by the
Bond Registrar and shall not be reissued.
(3) 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
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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. 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 series and
maturity date of each Bond being redeemed; and (E) any other descriptive information needed to
identify accurately the Bonds being redeemed. Each further notice of redemption may be sent at
least 20 days before the redemption date to each parry entitled to receive notice pursuant to the
Continuing Disclosure Certificate and with such additional information as the City shall deem
appropriate,but such mailings shall not be a condition precedent to the redemption of such Bonds.
(4) 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 set
forth in Exhibit A, which is incorporated herein by this reference, with such changes thereto as
may be approved by a Designated Representative.
Section 7. Execution of Bonds. The Bonds shall be executed on behalf of the City
with the manual or facsimile signatures of the Mayor and City Clerk of the City and the seal of the
City shall be impressed, imprinted or otherwise reproduced thereon.
Only such Bonds as shall bear thereon a certificate of authentication in the form set forth
in Exhibit A,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
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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 an 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 Bond 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 be signed and attested on behalf of the City by such persons who at the date of the actual
execution of such Bond, are 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. Application of Bond Proceeds, Refunding _Plan.
(a) Application of Bond Proceeds. Proceeds of the Bonds, net of any underwriter's
discount or compensation, shall be disbursed as follows:
(1) The amount necessary to prepay the outstanding Junior Lien Notes selected
for refunding and designated as Refunded Bonds shall be deposited in the fund or account
designated by the City, disbursed directly to the owner(s) of the Junior Lien Notes, and/or
disbursed to the Escrow Agent under the terms of the Escrow Agreement and used immediately
thereafter to prepay the Junior Lien Notes designated for refunding;
(2) The amount necessary to carry out the plan of refunding for the 2009 Bonds
and 2010 Bonds that are selected for refunding and designated as Refunded Bonds shall be
transferred to the Escrow Agent and used as provided herein and in the Escrow Agreement;
(3) The amount necessary, if any, to satisfy the Reserve Account Requirement
shall be deposited into the Reserve Account; and
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(4) The remaining proceeds of the Bonds shall be transferred to the Escrow
Agent or deposited with the City and used to pay costs of issuance of the Bonds as set forth in the
closing memorandum prepared in connection with the issuance of the Bonds.
Any part of the proceeds of the Bonds remaining after such disbursements are made may
be transferred to the Debt Service Account.
(b) Refunding Plan. For the purpose of realizing a debt service savings and benefiting
the ratepayers of the System, the Council proposes to refund and/or defease the Refunded Bonds
as set forth herein. The Refunded Bonds shall include those Refunding Candidates designated by
a Designated Representative when the Bonds are sold pursuant to the Sale Document.
Proceeds of the Bonds and other available funds of the City, if any, deposited with the
Escrow Agent pursuant to the Escrow Agreement shall be used immediately upon receipt thereof
to prepay the Junior Lien Notes, as applicable, to defease and refund the 2009 Bonds and 2010
Bonds designated as Refunded Bonds as authorized by Ordinance No. 3375 and Ordinance No.
3407, and to pay costs of issuance of the Bonds.
Proceeds of the Bonds deposited with the Escrow Agent shall be held as cash and/or used
to purchase certain Government Obligations (which obligations so purchased, are herein called
"Acquired Obligations"), bearing such interest and maturing as to principal and interest in such
amounts and at such times which,together with any necessary beginning cash balance,will provide
for the payment of interest and principal on the 2009 Bonds and the 2010 Bonds designated as
Refunded Bonds on or prior to the respective first calls dates for such Refunded Bonds.
Such Acquired Obligations shall be purchased at a yield not greater than the yield permitted
by the Code and regulations relating to acquired obligations in connection with refunding bond
issues. Each Designated Representative is authorized to select a bidding agent, if any (and
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authorizes each Designated Representative to appoint any successor or replacement bidding agent)
for the purchase of the Acquired Obligations to be deposited with the Escrow Agent.
(c) Escrow Agent/Escrow Agreement. The City hereby appoints U.S. Bank National
Association, Seattle, Washington, as the Escrow Agent (the "Escrow Agent"). A beginning cash
balance, if any, and any Acquired Obligations shall be deposited irrevocably with the Escrow
Agent as described in the Escrow Agreement. Any proceeds of the Bonds remaining after
acquisition of the Acquired Obligations and provision for the necessary beginning cash balance
shall be utilized to pay expenses of the acquisition and safekeeping of the Acquired Obligations
and expenses of the issuance of the Bonds. In order to carry out the purposes of this section, each
Designated Representative is authorized and directed to execute and deliver to the Escrow Agent,
an Escrow Agreement.
(d) Call for Redemption of Refunded Bonds. The City hereby irrevocably calls the
Refunded Bonds for redemption on their first call dates in accordance with the provisions of the
authorizing ordinances or agreements authorizing the redemption and retirement of the Refunded
Bonds prior to their fixed maturities.
Said defeasance and call for redemption of the Refunded Bonds shall be irrevocable after
the issuance of such Bonds and delivery of the money and/or Acquired Obligations to the Escrow
Agent. The Escrow Agent is hereby authorized and directed to provide for the giving of notices
of the redemption of the Refunded Bonds in accordance with the applicable provisions of their
authorizing ordinances or agreements. The costs of publication of such notices shall be an expense
of the City.
The Escrow Agent is hereby authorized and directed to pay to the Finance Director, or, at
the direction of the Finance Director,to the paying agent for the Refunded Bonds, sums sufficient
to pay, when due, the payments specified in this section. All such sums shall be paid from the
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moneys and Acquired Obligations deposited with the Escrow Agent, and the income therefrom
and proceeds thereof. All such sums so paid to said Finance Director shall be credited to the
Refunding Account. All moneys and Acquired Obligations deposited with the Escrow Agent and
any income therefrom shall be held, invested (but only at the direction of the Finance Director)
and applied in accordance with the provisions of this ordinance and with the laws of the State for
the benefit of the City and owners of the Refunded Bonds. The City will take such actions as are
found necessary to see that all necessary and proper fees, compensation and expenses of the
Escrow Agent for the Refunded Bonds shall be paid when due.
Section 9. Revenue Fund. Pursuant to Ordinance No. 2843, there has been created a
fund of the City known as the"City of Port Angeles Water and Wastewater Utility Revenue Fund,"
which fund is hereby confirmed and continued. The City hereby obligates and binds itself to pay
all Gross Revenue as collected into the Revenue Fund. The money in the Revenue Fund shall be
held separate and apart from all other funds and accounts of the City. The Gross Revenue
deposited in the Revenue Fund shall be used only for the following purposes and in the following
order of priority:
FIRST, to pay the Costs of Maintenance and Operation and to maintain a balance in the
Revenue Fund sufficient in amount to enable the City to continuously meet Costs of Maintenance
and Operation on a current basis;
SECOND, to make all payments required to be made into the Bond Account to pay the
interest on any Parity Bonds;
THIRD, to make all payments required to be made into the Bond Account to pay the
maturing principal of any Serial Bonds and to make all payments required to be made into the
Bond Account to satisfy the Sinking Fund Requirement;
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FOURTH, to make all payments required to be made pursuant to a reimbursement
agreement or agreements (or other equivalent documents, including the payment obligations to the
insurers for the 2009 Bonds and the 2010 Bonds) in connection with Qualified Insurance or a
Qualified Letter of Credit; provided that if there is not sufficient money to make all payments
under reimbursement agreements the payments will be made on a pro rata basis;
FIFTH, to make all payments required to be made into the Reserve Account to secure the
payment of the principal of and interest on outstanding Parity Bonds secured by the Reserve
Account and,following the full redemption, refunding or defeasance of all of the Outstanding
Parity Bonds, into any other reserve account created to secure the payment of the principal of and
interest on Parity Bonds, an amount necessary to provide for or maintain the Reserve Account
Requirement applicable to such Parity Bonds;
SIXTH,to make all payments required to be made into any revenue bond redemption fund,
revenue warrant redemption fund, debt service account, reserve account or bond retirement
account created to pay and secure the payment of the principal of and interest on any revenue
bonds, or revenue warrants or other revenue obligations of the City, including the State Loans,
having a lien upon Gross Revenue junior and inferior to the lien thereon for the payment of the
principal of and interest on the Parity Bonds; and
SEVENTH, to retire by redemption or purchase in the open market any outstanding water
and wastewater utility revenue bonds, warrants or obligations of the System, to make necessary
additions,betterments, improvements and repairs to or extensions and replacements of the System,
to make deposits into the Rate Stabilization Fund, or for any other lawful City purposes.
Section 10. Rate Stabilization Fund. Pursuant to Ordinance No. 2843, a special fund of
the City designated the "Water and Wastewater Rate Stabilization Fund" (the "Rate Stabilization
Fund") has been established in anticipation of future increases in revenue requirements of the
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System, which fund is hereby confirmed and continued. The City may from time to time
appropriate or budget amounts in the Revenue Fund for deposit in the Rate Stabilization Fund and
may from time to time withdraw amounts therefrom for deposit in the Revenue Fund to prevent or
mitigate water and wastewater rate increases or for other lawful purposes of the City related to the
System. Such deposits or withdrawals may be made up to and including the date ninety (90) days
after the end of the fiscal year for which the deposit or withdrawal will be effective.
Section 11. Bond Account. Pursuant to Ordinance No. 2843, there has been created a
fund of the City known as the "1994 Water and Wastewater Utility Revenue Bond Fund"
(the"Bond Account"), which fund and the accounts therein are hereby confirmed and continued.
The Bond Account is to be drawn upon for the sole purpose of paying the principal of,premium if
any, and interest on any Parity Bonds. The money in the Bond Account shall be kept separate and
apart from all other funds and accounts of the City. All funds in the Bond Account are held in
trust for the benefit of the owners of all Parity Bonds at the time outstanding equally and ratably
and without preference or distinction as between Parity Bonds of different series and maturities.
(a) Debt Service Account. A special account known as the Debt Service Account has
been created in the Bond Account for the purpose of paying the principal of,premium, if any, and
interest on the Parity Bonds.
As long as any of the Bonds remain outstanding,the City hereby irrevocably obligates and
binds itself to set aside and pay from the Revenue Fund into the Debt Service Account, on or before
the date due, those amounts necessary, together with Gross Revenue collected and deposited and
such other money as is on hand and available therefor in the Debt Service Account, to pay the
interest or principal and interest next coming due on the outstanding Bonds.
The City covenants and agrees that if it issues any Future Parity Bonds that are Term
Bonds, it will provide in each ordinance authorizing the issuance of the same for annual payments
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to be made from the Revenue Fund into the Debt Service Account sufficient, together with Gross
Revenue collected and deposited and such other money as is on hand and available therefor in such
account, to amortize the principal of future Parity Bonds that are Term Bonds on or before the
maturity date thereof.
(b) Reserve Account. The Reserve Account has been created in the Bond Account as
a common debt service reserve account and, except as provided below, shall be used solely for the
purpose of securing the payment of the principal of and the interest on all Parity Bonds secured by
the Reserve Account.
The Bonds shall initially be secured by the Reserve Account. The City hereby covenants
and agrees that it will satisfy the Reserve Account Requirement for the Bonds by depositing into
the Reserve Account, from proceeds of the Bonds or other available funds, an amount that will be
sufficient to satisfy the Reserve Account Requirement with respect to the Bonds.
Following the full redemption, refunding or defeasance of all of the Outstanding Parity
Bonds, the City may, in its sole discretion, (i) reduce the Reserve Account Requirement for the
Bonds to zero, and from and after such time, the Bonds shall no longer be secured by the Reserve
Account, and (ii) create separate reserve funds and/or accounts and establish separate Reserve
Account Requirements, if any, to secure the payment of the principal of and interest on Future
Parity Bonds. Terms related to any such reserve funds and/or accounts shall be provided for in the
ordinance authorizing the issuance of such Future Parity Bonds.
The City further covenants and agrees that if it issues any Future Parity Bonds secured by
the Reserve Account it will provide in each ordinance authorizing the issuance of those Future
Parity Bonds that on or prior to the date of issuance of such Future Parity Bonds money will be
deposited into the Reserve Account,from proceeds of such bonds or other funds available therefor,
so that the total amount of money in the Reserve Account will at least equal the Reserve Account
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Requirement. The City may substitute Qualified Insurance or a Qualified Letter of Credit for
amounts required to be deposited into the Reserve Account. Such Qualified Letter of Credit or
Qualified Insurance shall not be cancellable on less than five years notice. In the event of any
cancellation,the Reserve Account shall be funded in accordance with the provisions of this section
providing for payment in the event of a deficiency therein, as if the Parity Bonds that remain
outstanding had been issued on the date of such notice of cancellation.
The City further covenants and agrees that when the required deposits have been made into
the Reserve Account, it will at all times maintain therein an amount at least equal to the Reserve
Account Requirement, as redetermined in each calendar year with respect to the bonds secured by
such Reserve Account. Whenever there is a sufficient amount in the Bond Account, including all
accounts therein, to pay the principal of, premium, if any, and interest on all outstanding Parity
Bonds, the money in the Reserve Account may be used to pay the principal of, premium, if any,
and interest on the Parity Bonds secured thereby. Money in the Reserve Account may also be
withdrawn to redeem and retire, and to pay the premium, if any, and interest due to such date of
redemption, on the outstanding Parity Bonds secured by such Reserve Account, as long as the
money remaining on deposit in such Reserve Account is at least equal to the Reserve Account
Requirement determined with respect to the Parity Bonds secured by the Reserve Account then
outstanding.
So long as the Bonds are secured by the Reserve Account, if the Bonds outstanding are
ever refunded, the money set aside in the Reserve Account to secure the payment thereof may be
used to retire Bonds or may be transferred to any other reserve account that may be created to
secure the payment of any bonds issued to refund the Bonds.
If there is a deficiency in the Debt Service Account to meet maturing installments of either
interest on or principal of and interest on the outstanding Parity Bonds payable out of such Reserve
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Account, such deficiency shall be made up from the Reserve Account by the withdrawal of money
therefrom and by the sale or redemption of obligations held in the Reserve Account, if necessary,
in such amounts as will provide cash in the Reserve Account sufficient to make up any such
deficiency, and if a deficiency still exists immediately prior to an interest payment date and after
the withdrawal of cash, the City shall then draw from any Qualified Letter of Credit, Qualified
Insurance, or other equivalent credit facility in sufficient amount to make up the deficiency. Such
draw shall be made at such times and under such conditions as the agreement for such Qualified
Letter of Credit or such Qualified Insurance shall provide. If more than one Qualified Letter of
Credit or Qualified Insurance is available, draws shall be made ratably thereon to make up the
deficiency. Any deficiency created in the Reserve Account by reason of any such withdrawal shall
then be made up from money in the Revenue Fund first available after making the payments
required to be made under paragraphs"FIRST"through"FOURTH"of Section 9 of this ordinance.
(c) Lien of Bond Account. The Bonds, together with the interest thereon, shall be
payable from Gross Revenue, and such Gross Revenue is hereby pledged and set aside out of the
Revenue Fund into the Bond Account. Said amounts so pledged are hereby declared to be a lien
and charge upon Gross Revenue and the money in the Revenue Fund equal to the lien and charge
thereon to secure and pay the principal of and interest on the Outstanding Parity Bonds,the Bonds
and any Future Parity Bonds and superior to all other charges of any kind or nature, except the
Costs of Maintenance and Operation.
(d) Investment ofMoney in Bond Account. All money in the Debt Service Account or
Reserve Account may be kept in cash or invested in Permitted Investments maturing not later than
the last maturity of the Bonds outstanding at the time of such purchase. Interest earned on or
profits made from the sale of such investments shall be deposited in and become a part of the
Revenue Fund.
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Section 12. Adequacy of Revenues. The Council hereby declares that in fixing the
amounts to be paid into the Bond Account as hereinbefore provided it has exercised due regard for
the Costs of Maintenance and Operation and has not obligated the City to set aside and pay into
the Bond Account a greater amount of money in the Revenue Fund than in its judgment will be
available over and above such Costs of Maintenance and Operation.
Section 13. Covenants and Agreements. The City hereby covenants with the owner of
each of the Bonds for as long as any of the same remain outstanding as follows:
(a) Rates and Charges. The City will establish, maintain and collect lawful rates and
charges for the use of the services and facilities of the System, and will adjust such rates and
charges from time to time so that:
(1) Gross Revenue will at all times be sufficient (a) to pay all Costs of
Maintenance and Operations and to pay all taxes, assessments or other governmental charges
lawfully imposed on the System or the revenue therefrom or payments in lieu thereof and any and
all other amounts that the City may now be and hereafter become obligated to pay from Gross
Revenue by law or contract, and (b) together with Assessments actually collected, to pay the
principal of and interest on all outstanding Parity Bonds as and when the same become due and
payable, to make all payments required to be made into the Bond Account to satisfy the Sinking
Fund Requirement, and to make when due all payments required to be made into the Reserve
Account.
(2) The Net Revenue in each Fiscal Year will equal at least 1.25 times Annual
Debt Service for such year(after deducting Assessments actually collected for such year). For the
purpose of meeting the requirement of this paragraph there may be added to Net Revenue for any
Fiscal Year any amount withdrawn from the Rate Stabilization Fund and deposited in the Revenue
Fund. There shall be subtracted from Net Revenue for any Fiscal Year any amounts in such year
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withdrawn from the Revenue Fund and deposited into the Rate Stabilization Fund in such Fiscal
Year. Annual Debt Service for purposes of this rate covenant shall be adjusted to reflect any Debt
Service Offset.
(b) Maintenance ofSystem. The City will at all times keep and maintain the System in
good repair, working order and condition, and will at all times operate the same and the business
in connection therewith in an efficient manner and at a reasonable cost.
(c) Sale or Disposition of the System. The City will not sell or otherwise dispose of
the System in its entirety unless simultaneously with such sale or other disposition, the City
provides for payment into the Bond Account of cash or Government Obligations sufficient together
with interest to be earned thereon to pay the principal of and interest on the then outstanding Parity
Bonds, nor will the City sell or otherwise dispose of any part of the useful operating properties of
the System unless the City receives the prior written consent of the municipal bond insurer for the
2009 Bonds (so long as the 2009 Bonds are outstanding) and the municipal bond insurer for the
2010 Bonds (so long as the 2010 Bonds are outstanding) and replaces such facilities or provides
for payment into the Bond Account of the greater of:
(1) An amount that will be in the same proportion to the net amount of Parity
Bonds then outstanding (defined as the total amount of the Parity Bonds less the amount of cash
and investments in the Bond Account and accounts therein)that the Net Revenue from the portion
of the System sold or disposed of for the preceding year bears to the total Net Revenue for such
period; or
(2) An amount that will be in the same proportion to the net principal amount
of Parity Bonds then outstanding that the book value of the part of the System sold or disposed of
bears to the book value of the entire System immediately prior to such sale or disposition.
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The proceeds of any such sale or disposition of a portion of the properties of the System
(to the extent required above) shall be paid into the Bond Account.
Notwithstanding any other provision of this subsection, the City may sell or otherwise
dispose of any of the works, plant, properties and facilities of the System or any real or personal
property comprising a part of the same with a value less than 2% of the net utility plant of the
System or that has become unserviceable, inadequate, obsolete or unfit to be used in the operation
of the System, or no longer necessary, material to or useful in such operation,without making any
deposit into the Bond Account.
(d) Collection of Assessments. The City will promptly collect all Assessments levied
in any utility local improvement district now or hereafter created to secure the payment of the
principal of and interest on any Parity Bonds and shall pay the same into the Bond Account without
allocation of such Assessments to any particular series of Parity Bonds. It is hereby provided
further, however,that nothing in this ordinance or in this subsection shall be construed to prohibit
the City from issuing revenue bonds having a lien on Gross Revenue junior to the lien on such
revenue for the payment of the principal of and interest on Parity Bonds and pledging as security
for the payments of such junior lien bonds assessments levied in any utility local improvement
district that may have been created to pay part or all the cost of improvements to the System for
which such junior lien revenue bonds were specifically issued; provided, however, that the City
may not agree to acceleration as a remedy with respect to any bonds or other obligations having a
lien on Gross Revenue junior to the lien thereon of any Parity Bonds.
(e) Books and Accounts. The City will maintain complete books and records relating
to the operation of the System and its financial affairs, and will cause such books and records to
be audited annually, and cause to be prepared an annual financial and operating statement, which
statement will be mailed to any owner of Parity Bonds upon request.
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(f) Insurance. The City will carry fire and extended coverage insurance on the System
as is ordinarily carried on the property of similar public utilities by other municipal corporations
engaged in the operation of the same, to the full insurable value thereof, and will also carry
adequate public liability insurance and other kinds of insurance as under good practices are
ordinarily carried on the properties of similar public utilities by private companies engaged in the
operation of the same; provided, however, that the City may, if the Council deems necessary and
advisable, institute or continue a self-insurance program with respect to any or all of the
aforementioned risks. The premiums paid for all such insurance shall be regarded and paid as a
Cost of Maintenance and Operation.
(g) Delinquencies. The City will promptly collect all service charges and Assessments,
determine in a timely manner all delinquencies, and take all necessary legal action to enforce
collection of such delinquencies.
(h) No Free Service. Except as permitted by law, the City will not furnish any service
of the System to any customer whatsoever free of charge.
Section 14. Tax Covenants. The City will take all actions necessary to assure the
exclusion of interest on the Bonds from the gross income of the owners of the Bonds to the same
extent as such interest is permitted to be excluded from gross income under the Code as in effect
on the date of issuance of the Bonds, including but not limited to the following:
(a) Private Activity Bond Limitation. The City will assure that the proceeds of the
Bonds are not so used as to cause the Bonds to satisfy the private business tests of Section 141(b)
of the Code or the private loan financing test of Section 141(c) of the Code.
(b) Limitations on Disposition ofProject. The City will not sell or otherwise transfer
or dispose of (i) any personal property components of the projects financed or refinanced with
proceeds of Bonds other than in the ordinary course of an established government program under
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Treasury Regulation Section 1.141-2(d)(4) or (ii) any real property components of the projects
financed or refinanced with proceeds of Bonds, unless it has received an opinion of nationally
recognized bond counsel to the effect that such disposition will not adversely affect the treatment
of interest on the Bonds as excludable from gross income for federal income tax purposes.
(c) Federal Guarantee Prohibition. The City will not take any action or permit to suffer
any action to be taken if the result of such action would be to cause any of the Bonds to be
"federally guaranteed" within the meaning of Section 149(b) of the Code.
(d) Rebate Requirement. The City will take any and all actions necessary to assure
compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings,
if any, to the federal government, to the extent that such section is applicable to the Bonds.
(e) No Arbitrage. The City will not take, or permit or suffer to be taken, any action
with respect to the proceeds of the Bonds which, if such action had been reasonably expected to
have been taken, or had been deliberately and intentionally taken, on the date of issuance of the
Bonds would have caused the Bonds to be "arbitrage bonds" within the meaning of Section 148
of the Code.
(f) Registration Covenant. The City will maintain a system for recording the
ownership of each Bond that complies with the provisions of Section 149 of the Code until all
Bonds have been surrendered and canceled.
(g) Record Retention. The City will retain its records of all accounting and monitoring
it carries out with respect to the Bonds for at least three years after the Bonds mature or are
redeemed (whichever is earlier); however, if the Bonds are redeemed and refunded, the City will
retain its records of accounting and monitoring at least three years after the earlier of the maturity
or redemption of the obligations that refunded the Bonds.
(h) Compliance with Federal Tax Certificate. The City will comply with the provisions
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of the Federal Tax Certificate with respect to the Bonds, which are incorporated herein as if fully
set forth herein.
(i) Bank Qualification. In the Federal Tax Certificate executed in connection with the
issuance of the Bonds, the City may designate such Bonds as "qualified tax-exempt obligations"
under Section 265(b)(3) of the Code for investment by financial institutions.
The covenants of this section will survive payment in full or defeasance of the Bonds.
Section 15. Defeasance. In the event that the City, to effect the payment, retirement or
redemption of any Bond, sets aside in the Debt Service Account or in another special account, cash
or noncallable Government Obligations, or any combination of cash and/or noncallable
Government Obligations, in amounts and maturities which, together with the known earned
income therefrom, are sufficient to redeem or pay and retire such Bond in accordance with its
terms and to pay when due the interest and redemption premium, if any, thereon, 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 Debt Service Account for the payment
of the principal of and interest on such Bond. The owner of a Bond so provided for shall cease to
be entitled to any lien, benefit or security of this ordinance except the right to receive payment of
principal, premium, if any, and interest from the Debt Service Account or such special account,
and such Bond shall be deemed to be not outstanding under this ordinance.
In the event that the refunding plan provides that the Bonds being refunded or the refunding
bonds to be issued be secured by money and/or government obligations pending the prior
redemption of those Bonds being refunded and if such refunding plan also provides that certain
money and/or Government Obligations are pledged irrevocably for the prior redemption of those
Bonds included in the refunding plan, then only the debt service on the Bonds which are not
defeased Bonds and the refunding bonds, the payment of which is not so secured by the refunding
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plan, shall be included in any computation of the coverage requirement for the issuance of Future
Parity Bonds and the annual computation of coverage for determining compliance with the rate
covenant.
The City shall give written notice of defeasance to the owners of all Bonds to each parry
entitled to receive notice in accordance with Section 18.
Section 16. Issuance of Future Parity Bonds. The City hereby further covenants and
agrees with the owners of the Bonds for as long as any of the same remain outstanding as follows:
(a) Parity Conditions. That it will not issue any bonds with a lien on Gross Revenue
superior to the lien of the Bonds on such revenue. The City may issue Future Parity Bonds for:
First, the purpose of acquiring, constructing and installing additions and improvements to
and extensions of,acquiring necessary equipment for,or making necessary replacements or repairs
and capital improvements to the System; or
Second, the purpose of refunding or purchasing and retiring at or prior to their maturity
any outstanding revenue bonds or other obligations payable out of Gross Revenue;
and to pledge that payments be made into the Bond Account for the payment of the
principal thereof and interest thereon out of the Revenue Fund sufficient to pay the principal of
and interest on such Future Parity Bonds and to maintain the reserves required therefor, which
such payments may rank equally with the payments out of such Revenue Fund into the Bond
Account and the Reserve Account (if such Future Parity Bonds are secured by the Reserve
Account) to pay and secure the payment of the principal of and interest on any Parity Bonds then
outstanding, upon compliance with the following conditions:
(1) That at the time of the issuance of such Future Parity Bonds there is no
deficiency in the Bond Account and the Reserve Account or any other reserve account created to
secure the principal of and interest on Parity Bonds.
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(2) If there are special assessments levied in any utility local improvement
district in which additions and improvements to and extensions of the System will be constructed
from the proceeds of such Future Parity Bonds,the ordinance authorizing such Future Parity Bonds
must require that such special assessments be paid into the Bond Account.
(3) If there are special assessments pledged to be paid into a warrant or bond
redemption fund for revenue bonds or warrants being refunded by Future Parity Bonds, the
ordinance authorizing such Future Parity Bonds must require such special assessments to be used
for the refunding or paid into the Bond Account.
(4) The principal of and interest on the Future Parity Bonds will be payable out
of the Bond Account, and the ordinance authorizing their issuance must further provide for
payments into the Bond Account to satisfy the Sinking Fund Requirement and, for any Future
Parity Bonds secured by the Reserve Account, payments into the Reserve Account to satisfy the
Reserve Account Requirement, all as required by Section 11 of this ordinance.
(5) Prior to the delivery of any Future Parity Bonds, the City must have on file
in the office of the City Clerk either:
(A) from and after such time as no 2009 Bonds remain outstanding, a
certificate of the Finance Director showing that the Net Revenue (without the adjustments
described in subsection (a)(5)(B)below) in any twelve (12) consecutive months out of the twenty-
four (24) months immediately preceding the delivery of the bonds then proposed to be issued, as
determined from the financial statements of the System, will equal at least 1.25 times the Annual
Debt Service (after deducting Assessments, allocated to the years in which they would be received
if the unpaid balance of each assessment roll were paid in the remaining number of installments
with interest on the declining balance at the times and at the rate provided in the ordinance
confirming the assessment roll)for each such calendar or Fiscal Year for all Parity Bonds plus the
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Future Parity Bonds proposed to be issued. Annual Debt Service for purposes of this test shall be
adjusted to reflect any Debt Service Offset; or
(B) a certificate of a Professional Utility Consultant showing: that the
Net Revenue determined and adjusted as hereafter provided for each calendar or Fiscal Year after
the issuance of such Future Parity Bonds (the "Adjusted Net Revenue") will equal at least
1.25 times the Annual Debt Service (after deducting Assessments, allocated to the years in which
they would be received if the unpaid balance of each assessment roll were paid in the remaining
number of installments with interest on the declining balance at the times and at the rate provided
in the ordinance confirming the assessment roll)for each such calendar or Fiscal Year for all Parity
Bonds plus the Future Parity Bonds proposed to be issued. Annual Debt Service for purposes of
this test shall be adjusted to reflect any Debt Service Offset.
The Adjusted Net Revenue shall be the Net Revenue for a period of any twelve (12)
consecutive months out of the twenty-four(24)months immediately preceding the date of delivery
of such proposed Future Parity Bonds as adjusted by such Professional Utility Consultant to take
into consideration changes in Net Revenue estimated to occur under the following conditions for
each year after such delivery for so long as any Parity Bonds, including the Future Parity Bonds
proposed to be issued, shall be outstanding:
(i) The additional Net Revenue that would have been received if any
change in rates and charges adopted prior to the date of such certificate and subsequent to the
beginning of such twelve (12)-month period, had been in force during the full twelve (12)-month
period;
(ii) The additional Net Revenue that would have been received if any
facility of the System that became fully operational after the beginning of such twelve(12)-month
period had been so operating for the entire period; and
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(iii) The additional Net Revenue estimated by such Professional Utility
Consultant to be received as a result of any additions, betterments and improvements to and
extensions of any facilities of the System that are (a) under construction at the time of such
certificate or(b)will be constructed from the proceeds of the Future Parity Bonds to be issued.
Such Professional Utility Consultant may rely upon, and his or her certificate shall have
attached thereto, financial statements of the System certified by the Finance Director showing
income and expenses for the period upon which the same is based.
The certificate of such Professional Utility Consultant shall be conclusive and the only
evidence required to show compliance with the provisions and requirements of this
subsection (a)(5)(B).
(b) Refunding. Notwithstanding the foregoing requirement, if Future Parity Bonds are
to be issued for the purpose of refunding at or prior to their maturity any part or all of the then
outstanding Parity Bonds, the certificate described in subsection (a)(5) of this section is not
required if the Finance Director provides a certificate stating that upon the issuance of such Future
Parity Bonds (1)total debt service on all Parity Bonds (including the refunding bonds but not
including the bonds to be refunded thereby) will decrease, and (2)the Annual Debt Service for
each year that any Parity Bonds (including the refunding bonds proposed to be issued) will be
outstanding will not increase by more than $5,000 by reason of the issuance of such Future Parity
Bonds.
(c) Junior Lien Obligations. Nothing herein contained shall prevent the City from
issuing any revenue bonds, warrants or other obligations that are a charge upon the money in the
Revenue Fund junior or inferior to the payments required by this ordinance to be made into the
Bond Account and the Reserve Account; provided, however, that the City may not agree to
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acceleration as a remedy with respect to any bonds or other obligations having a lien on Gross
Revenue junior to the lien thereon of any Parity Bonds.
(d) Variable Rate Obligations. The City may not issue variable rate obligations
payable from Gross Revenue without the prior written consent of the municipal bond insurers
providing insurance for the 2009 Bonds (but for only so long as such 2009 Bonds remain
outstanding) and the 2010 Bonds (but for only so long as such 2010 Bonds remain outstanding).
Section 17. Sale of Bonds.
(a) Sale. The Council has determined that it would be in the best interest of the City
to delegate to the Designated Representatives, for a limited time, the authority to select the
Refunded Bonds from the Refunding Candidates, and to approve the method of sale, final interest
rates, maturity dates, redemption terms and principal maturities for the Bonds. Each Designated
Representative is each hereby authorized to approve the issuance of Bonds and to approve a
competitive bond sale or a negotiated bond sale for the Bonds, as set forth below.
(b) Negotiated Bond Sale. If a Designated Representative determines that the Bonds
are to be sold by negotiated public sale, a Designated Representative shall solicit proposals from
one or more qualified underwriting firms and shall select one or more Underwriters that submit
the proposal(s) that is in the best interest of the City. Such Bonds shall be sold to such
Underwriter(s)pursuant to the terms of a Bond Purchase Contract.
(c) Competitive Sale. If a Designated Representative determines that the Bonds are to
be sold at a competitive public sale, a Designated Representative shall: (1) establish the date of the
public sale; (2)establish the criteria by which the successful bidder will be determined; (3)request
that a good faith deposit in an amount not less than one percent of the principal amount of the
offering accompany each bid; (4) cause notice of the public sale to be given; and (5)provide for
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such other matters pertaining to the public sale as he or she deems necessary or desirable. Such
Bonds shall be awarded to the Underwriter pursuant to the terms of a Certificate of Award.
(d) Sale Parameters. Subject to the terms and conditions set forth in this Section 17,
each Designated Representative is hereby authorized to approve the method of sale, to select the
Refunded Bonds from the Refunding Candidates, and to approve the final interest rates, aggregate
principal amount, principal maturities, and redemption rights of the Bonds in the Sale Document;
provided herein so long as:
(1) the aggregate principal (face) amount of all Bonds issued pursuant to this
ordinance does not exceed $29,000,000,
(2) the final maturity date for the Bonds issued under this ordinance is no later
than November 1, 2036,
(3) the Bonds sold for the purpose of refunding all or a portion of the Refunded
Bonds are sold for a price that results in a minimum aggregate net present value debt service
savings over the Refunded Bonds to be refunded of at least 3.00%,
(4) the true interest cost for the Bonds(in the aggregate)does not exceed 4.00%,
and
(5) the aggregate purchase price for the Bonds shall not be less than 96% of the
aggregate stated principal amount of the Bonds.
Subject to the terms and conditions set forth in this section, each Designated Representative
is hereby authorized to execute the Sale Document on behalf of the City. Following the execution
of the Sale Document, a Designated Representative shall provide a report to the Council describing
the final terms of the Bonds approved pursuant to the authority delegated in this section. The
authority granted to the Designated Representatives by this Section 17 to execute the Sale
Document shall expire one year (365 days) after the effective date of this ordinance. If a Sale
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Document for the Bonds has not been executed by such date, the authorization for the issuance of
such Bonds shall be rescinded, and such Bonds shall not be issued nor their sale approved unless
such Bonds shall have been re-authorized by ordinance of the Council. The ordinance re-
authorizing the issuance and sale of such Bonds may be in the form of a new ordinance repealing
this ordinance in whole or in part or may be in the form of an amendatory ordinance approving a
Sale Document or establishing terms and conditions for the authority delegated under this
Section 17.
(e) Delivery of Bonds; Documentation. The proper officials of the City, including the
Finance Director,the Mayor and the City Clerk, are authorized and directed to undertake all action
necessary for the prompt execution and delivery of the Bonds to the applicable Underwriter and
further to execute all closing certificates and documents required to effect the closing and delivery
of the Bonds in accordance with the terms of the Sale Document. Such documents may include,
but are not limited to, documents related to a municipal bond insurance policy delivered by an
insurer to insure the payment when due of the principal of and interest on all or a portion of the
Bonds as provided therein, if such insurance is determined by a Designated Representative to be
in the best interest of the City.
(c) Preliminary and Final Official Statements. Each Designated Representative is
hereby authorized to deem final the preliminary Official Statement relating to the Bonds for the
purposes of the Rule. Each Designated Representative is further authorized to approve for
purposes of the Rule, on behalf of the City,the final Official Statement relating to the issuance and
sale of the Bonds and the distribution of the final Official Statement pursuant thereto with such
changes, if any, as may be deemed to be appropriate.
Section 18. Undertaking to Provide Ongoing Disclosure. The City covenants to execute
and deliver at the time of issuance of the Bonds a Continuing Disclosure Certificate. Each
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November 4, 2020 G - 48
Designated Representative is hereby authorized to execute and deliver a Continuing Disclosure
Certificate upon the issuance, delivery and sale of the Bonds with such terms and provisions as
such officer shall deem appropriate and in the best interests of the City.
Section 19. Supplements and Amendments.
(a) The Council from time to time and at any time may adopt an ordinance or
ordinances supplemental hereof, which ordinance or ordinances thereafter shall become a part of
this ordinance, for any one or more or all of the following purposes:
(1) To add to the covenants and agreements of the City in this ordinance other
covenants and agreements thereafter to be observed, which shall not adversely affect the interests
of the owners of any Bonds or any Parity Bonds in any material respect, or to surrender any right
or power herein reserved to or conferred upon the City.
(2) To make such provisions for the purpose of curing any ambiguities or of
curing, correcting or supplementing any defective provision contained in this ordinance in regard
to such matters or questions as the Council may deem necessary or desirable and not inconsistent
with this ordinance and which shall not adversely affect the interests of the owners of any Bonds
or any Parity Bonds in any material respect.
(3) To amend or supplement any provision contained in this ordinance for the
purpose of obtaining or maintaining a rating on the Bonds so long as such amendment or
supplement is not inconsistent with this ordinance and will not adversely affect the interests of the
owners of any Bonds or any Parity Bonds in any material respect.
Any such supplemental ordinance of the Council may be passed without the consent of the
owners of any Bonds at any time outstanding, notwithstanding any of the provisions of
subsection (b)of this section;provided,however,that the City shall obtain an opinion of nationally
recognized bond counsel to the effect that such supplemental ordinance complies with this
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November 4, 2020 G - 49
subsection (a) and will not adversely affect the interests of the owners of any Bonds or any Parity
Bonds in any material respect.
(b) With the consent of the owners of not less than 65% in aggregate principal amount
of the Parity Bonds at the time outstanding, the Council may adopt an ordinance or ordinances
supplemental hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this ordinance or of any supplemental ordinance; provided,
however, that no such supplemental ordinance shall:
(1) Extend the fixed maturity of any Parity Bonds, or reduce the rate of interest
thereon, or extend the time of payments of interest from their due date, or reduce the amount of
the principal thereof, or reduce any premium payable on the redemption thereof, without the
consent of the owner of each bond so affected; or
(2) Reduce the aforesaid percentage of bond owners required to approve any
such supplemental ordinance, without the consent of the owners of all of the Parity Bonds then
outstanding.
It shall not be necessary for the consent of bond owners under this subsection (b)to approve
the particular form of any proposed supplemental ordinance, but it shall be sufficient if such
consent shall approve the substance thereof.
(c) Upon the adoption of any supplemental ordinance pursuant to the provisions of this
section, this ordinance shall be deemed to be modified and amended in accordance therewith, and
the respective rights, duties and obligations of the City under this ordinance and all owners of
Bonds outstanding hereunder shall thereafter be determined, exercised and enforced thereunder,
subject in all respects to such modification and amendments, and all the terms and conditions of
any such supplemental ordinance shall be deemed to be part of the terms and conditions of this
ordinance for any and all purposes.
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November 4, 2020 G - 50
Section 20. Lost or Destroyed Bonds. In case any Bonds are lost, stolen or destroyed,
the Bond Registrar may authenticate and deliver a new Bond or Bonds of like amount, date and
tenor to the Registered Owner thereof if the owner pays the expenses and charges of the Bond
Registrar and the City in connection therewith and files with the Bond Registrar and the City
evidence satisfactory to both that such Bond or Bonds were actually lost, stolen or destroyed and
of his or her ownership thereof, and furnishes the City and the Bond Registrar with indemnity
satisfactory to both.
Section 21. Severabili1y. If a court of competent jurisdiction declares that any one or
more of the covenants and agreements in this ordinance to be performed by the City are contrary
to law, then such covenant or covenants, agreement or agreements, will be null and void and will
be deemed separable from the remaining covenants and agreements in this ordinance and will in
no way affect the validity of other provisions of this ordinance or of the Bonds.
Section 22. Effective Date. This ordinance will become effective five (5) days from
and after its passage and publication.
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November 4, 2020 G - 51
PASSED by the City Council of the City of Port Angeles,Washington, at a regular meeting
of the Council held on November 4, 2020.
CITY OF PORT ANGELES, WASHINGTON
Mayor
Attest:
City Clerk
APPROVED AS TO FORM
Pacifica Law Group LLP, Bond Counsel
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November 4, 2020 G - 52
CERTIFICATE OF CITY CLERK
I, the undersigned, City Clerk of the City of Port Angeles, Washington, DO HEREBY
CERTIFY:
1. That the attached is a true and correct copy of Ordinance No. 3666
(the"Ordinance")of the City, duly passed at a regular meeting of the City Council (the
"Council") of the City held on November 4, 2020.
2. That said meeting was duly convened and held in all respects in accordance with
law, including but not limited to Washington State Governor Inslee's emergency proclamation
No. 20-28 issued on March 24, 2020, as amended and supplemented, temporarily suspending
portions of the Open Public Meetings Act(chapter 42.30 RCW), and due and proper notice of such
meeting was given;that a legal quorum 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 passage of said Ordinance have
been fully fulfilled, carried out and otherwise observed; and that I am authorized to execute this
certificate.
IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of November, 2020.
City Clerk
November 4, 2020 G - 53
EXHIBIT A
FORM OF BOND
UNITED STATES OF AMERICA
NO. $
STATE OF WASHINGTON
CITY OF PORT ANGELES
WATER AND WASTEWATER UTILITY REVENUE REFUNDING BOND, 2020
INTEREST RATE: MATURITY DATE: CUSIP NO:
REGISTERED OWNER: CEDE& CO.
PRINCIPAL AMOUNT: Dollars
The City of Port Angeles, Washington, a municipal corporation organized and existing
under and by virtue of the laws 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 indicated above
and to pay interest thereon from , 20 , 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 1, 20 , and semiannually thereafter on the first days of each
succeeding and . Both principal of and interest on this bond are
payable in lawful money of the United States of America. The fiscal agent of the State of
Washington has been appointed by the City as the authenticating agent,paying agent and registrar
for the bonds of this issue (the "Bond Registrar"). For so long as the bonds of this issue are held
in fully immobilized form, payments of principal thereof and interest thereon shall be made as
provided in accordance with the operational arrangements of The Depository Trust Company
("DTC") referred to in the Blanket Issuer Letter of Representations (the "Letter of
Representations") from the City to DTC.
This bond is one of a series of bonds in the aggregate principal amount of$ (the
"Bonds"), issued pursuant to the Bond Ordinance, to refund certain outstanding water and
wastewater utility revenue bonds, [to fund the Reserve Account,] and to pay costs of issuing the
bonds.
Both principal of and interest on this bond shall be payable in accordance with Ordinance
No. 3666 duly passed by the City Council on , 2020 (the "Bond Ordinance").
Capitalized terms used in this bond have the meanings given such terms in the Bond Ordinance.
Unless otherwise defined on this bond, capitalized terms used herein have the meanings given
them in the Bond Ordinance.
The principal of and interest on the Bonds are payable solely out of the special fund of the
City known as the "1994 Water and Wastewater Utility Revenue Bond Fund" (the "Bond
A-1
November 4, 2020 G - 54
Account"). The Bonds are special limited obligations of the City and are not obligations of the
State of Washington or any political subdivision thereof other than the City, and neither the full
faith and credit nor the taxing power of the City or the State of Washington is pledged to the
payment of the Bonds.
Under the Bond Ordinance,the City is obligated to set aside and pay into the Bond Account
out of Gross Revenue of the System certain fixed amounts sufficient to pay when due the principal
of and interest and premium, if any, on the Bonds and all other Parity Bonds. To the extent
provided by the Bond Ordinance, the amounts pledged to be paid from Gross Revenue into the
Bond Account and accounts therein are a lien and charge thereon equal in rank to the lien and
charge upon Gross Revenue of the amounts required to pay and secure the payment of certain
outstanding Parity Bonds and any Future Parity Bonds that the City may issue hereafter, and
superior to all other liens and charges of any kind or nature, except the Costs of Maintenance and
Operation of the System.
The Bond Ordinance sets forth covenants of the City to secure the payment of Parity Bonds,
including but not limited to covenants relating to rates and charges of the System, operations of
the System, and the issuance of Future Parity Bonds.
The Bonds are subject to redemption prior to maturity as provided in the Sale Document.
The Bonds may be transferred and exchanged upon surrender to the Bond Registrar as provided in
the Bond Ordinance.
The Bonds are not"private activity bonds" as such term is defined in the Internal Revenue
Code of 1986, as amended(the"Code"). The City has not designated the Bonds as"qualified tax-
exempt obligations" within the meaning of Section 265(b)(3)(B) of the Code.
This bond will not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Bond Ordinance until the Certificate of Authentication hereon has
been manually signed by the Bond Registrar.
It is hereby certified, recited and declared that all acts, conditions and things required by
the Constitution and statutes of the State of Washington to exist, to have happened and to have
been performed precedent to and in the issuance of this bond do exist, have happened and have
been performed in due time, form and manner as prescribed by law, and that the amount of this
bond, together with all other obligations or indebtedness of the City, does not exceed any
constitutional or statutory limitations of indebtedness.
IN WITNESS WHEREOF, the City of Port Angeles, Washington, has caused this bond to
be signed by the manual or facsimile signature of its Mayor, attested by the manual or facsimile
signature of the City Clerk, and seal of the City to be impressed or reproduced hereon, all as of
, 2020.
CITY OF PORT ANGELES, WASHINGTON
( SEAL )
By [Manual or Facsimile Signature]
Mayor
A-2
November 4, 2020 G - 55
Attest:
[Manual or Facsimile Signature]
City Clerk
CERTIFICATE OF AUTHENTICATION
Date of Authentication:
This is one of the Water and Wastewater Utility Revenue Refunding Bonds, 2020, of the
City of Port Angeles, Washington, dated 2020, as described in the within
mentioned Bond Ordinance.
WASHINGTON STATE FISCAL AGENT, as
Bond Registrar
By
Authorized Officer
A-3
November 4, 2020 G - 56
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POR-T-ANGELES CITY COUNCIL
WASH I N G T' O N , U .S, MEMO
Date: November 4, 2020
To: City Council
From: Nathan West, City Manager
William Bloor, City Attorney
Subject: PA Harbor: Amendment to Potentially Liable Parties Participation Agreement
Summary: In 2013, the City entered into a Participation Agreement with other Potentially Liable Parties
(PLPs)to jointly share expenses to produce a Remedial Investigation/Feasibility Study(RI/FS)for cleanup
of contaminated sediments in portions of the harbor and lagoon area, now known as the Western Port
Angeles Harbor(WPAH) Site. The group's work on the REFS now is virtually complete,and the next step
in the process is to enter into a new order with the Department of Ecology. The new order would require
the PLPs to prepare a draft Cleanup Action Plan(dCAP).
Funding: The Amendment requires the City to pay an equal share of the expenses and fees of technical
consultants incurred to prepare the dCAP. We anticipate that those expenses will be fully reimbursed by
insurance. In addition to those amounts,the City will incur some additional fees for outside attorneys. The
amounts paid to outside attorneys will be partially reimbursed by insurance, as has been true for the past
several years. Adequate funds are allocated in 2020 and 2021 to cover the anticipated payments.
Recommendation: Authorize the City Manager to approve, sign, and execute on behalf of the City the
Amendment to the PLP Participation Agreement and an Amendment to the Agreed Order with DOE that
will obligate the City, and other PLPs,to prepare a dCAP for the WPAH site.
Background / Analysis: In 2008, the Washington State Department of Ecology(DOE)initiated an
investigation of environmental contamination in marine sediments in and around the Port Angeles Harbor.
The investigation confirmed that releases of hazardous substances have occurred.In 2012, the DOE
informed the City that it is one of several entities potentially liable under the Model Toxics Control Act,
RCW Chapter 70A.305 (MICA),for some portion of the contamination in the WPAH site. In 2013, the
City and other entities named as PLPs entered into a Participation Agreement. Among other things,the
Participation Agreement provided that the participating entities would combine their resources to prepare
a Remedial Investigation and Feasibility Study(RI/FS)required under an Agreed Order with DOE as part
of the cleanup process for the WPAH Site. The Participation Agreement provided that, at least for the
RI/FS, the parties would share costs equally, subject to later reallocation.
The WPAH PLP group's work on the RI/FS is now nearly complete. We expect the REFS will be
formally approved by DOE before the end of the year. With that being done, the obligations of the PLP
Participation Agreement have been fulfilled. There is nothing more to do under that Agreement as it was
written in 2013,but of course, the harbor has not been cleaned up.
Under MICA,the next steps in the cleanup process is the preparation of a dCAP. The purpose of the
Amendment is to extend the terms and conditions of the PLP Participation Agreement to add the work
necessary to produce a dCAP. It also will require the City, along with the other PLPS, to sign an
November 4, 2020 I - 1
amended Agreed Order with DOE. The Agreed Order will legally obligate the PLPs to produce a dCAP
for DOE. The amendment to the PLP Participation Agreement will legally obligate the City to pay a
share of the costs and expenses necessary to produce the dCAP. As with the existing Participation
Agreement, costs incurred to produce the dCAP will be subject to reallocation.
If you have any questions or would like additional information regarding this proposal,please feel free to
contact Nathan or Bill prior to the Council meeting.
November 4, 2020 1 - 2
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POR-T-ANGELES CITY COUNCIL
WASH I N G T' O N , U .S, MEMO
Date: November 4, 2020
To: City Council
From: Nathan A.West, City Manager
Subject: 2021 Legislative Priorities
Summary: In anticipation of the upcoming legislative sessions, staff recommends that Council review
and update legislative priorities for 2021.
Funding:N/A
Recommendation: Discuss legislative priorities and provide direction to staff on 2021 priorities.
Background / Analysis:
In 2020, City Council established legislative priorities which were utilized throughout the year to share
with State and Federal legislators. In anticipation of upcoming State and Federal legislative sessions,
staff is recommending that Council begin to discuss priorities for 2021.
Due to the COVID Pandemic,we expect the State legislative session to be a challenging one.
Considering this fact, staff recommends the City prioritize our input and continue to strive for a brief yet
effective list of needs that stands to fulfill community interests. Focusing on five or fewer priorities
would be helpful. The following list should be considered high priorities for State consideration.
• Progressive Tax Structure—Earlier this year City Council passed a resolution emphasizing the
importance of transitioning to a progressive tax structure.
• Childcare—Childcare facilities are having an impossible time finding qualified staff that meet
minimum requirements per State that are also able to paid minimum wage—getting people
trained to be childcare staff or owners need to be able to obtain education requirements cheaply
and easily.
• Delay of 2018 Building Code Adoption —Adopting a 2018 code in 2021 when they are already
working on the 2021 code doesn't make any sense—it only creates confusion and is a burden to
municipalities who want to have their staff trained accordingly—2018 code should be
incorporated into 2021 code and adoption should occur in July 2022.
• Washington State Ferries—The Washington State Ferry system has recently shared that it needs
to reduce ferry service schedules and/or routes. The connectivity to the Olympic Peninsula
through the State ferry system is a critical element of our local economy. The City of Port
Townsend and others on the peninsula plan to establish this as a legislative priority to ensure the
protection of the Port Townsend and Kinston ferry routes.
• Stormwater Grants—Just two weeks ago Council approved a contract for over$295,806 for
requirements associated with our National Pollutant Discharge Elimination System Phase II
permit. Every time this permit is renewed additional layers of requirements are added costing the
November 4, 2020 1 - 3
City hundreds of thousands of dollars annually. Only some of these dollars are reimbursed by
State grants. Previously the City has prioritized pushing back on new requirements,however,to
date this has received no traction with our legislative representatives. Staff recommends that we
instead push for additional stormwater related grant funding.
• Protection of State Revenues—Maintain existing state revenues including gas tax, liquor tax,
liquor profits, criminal justice taxes and distributions.
• Ennis Creek Fish Barrier Removal Grant—For years the City has applied for Salmon
Recovery Funding Board grant approval to remove barriers on Ennis Creek.
• Tax Increment Financing—This has been a legislative issue for years that could enhance
opportunities for development in Downtown Port Angeles.
• State Transportation Funding Support—The City needs matching state funds for local
transportation projects that are design ready. We also need flexibility to tackle dated
infrastructure within the City right of way.
• AWC Legislative Priorities —These were presented at the October 215t Council meeting.
An additional focus on federal legislative priorities should also be considered. The following items
should be contemplated for 2021 Federal Priorities.
• Congressional COVID Relief Package—The Heroes Act, Heals Act and other COVID related
stimulus attempts at the federal level have yet to provide local jurisdictions and their citizens with
the additional relief necessary to make it through the pandemic.
• Large Infrastructure Stimulus Package—To assist with a rebound of the local economy, a
large federal stimulus package would assist the City with the many priority capital projects in our
Downtown.
• Blackball Ferry Line Support—Blackball Ferry Line is part of our City infrastructure and a
substantial economic driver of our local economy. Blackball has yet to fit the mold of any relief
package to date. With the international border, this business needs federal support to survive this
unprecedented time.
• CDBG Entitlement Community—The City of Port Angeles is a non-entitlement community
and therefore all of our Community Development Block Grant(CDBG) Funding flows through
the State of Washington. Other cities of similar size and less economic need received direct
CDBG payment in March. While we did receive an award letter last week,we have yet to receive
a penny of this funding.
Based on Council feedback, staff will draft a 2021 Legislative Priorities one-page paper to be presented to
Council in January.
Funding Overview:
Funding N/A
November 4, 2020 1 - 4
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POR-T-ANGELES CITY COUNCIL
WASH I N G T' O N , U .S, MEMO
Date: November 4,2020
To: City Council
From: Thomas Hunter,Director ofPublic Works & Utilities
Subject: 16' Street Low Impact Development Retrofit,Project No. TR0715,Professional Services
Agreement
Summary: The purpose of this memo is to receive City Council approval to execute a Professional
Services Agreement with Parametrix, Inc.to complete a Low Impact Development(LID) stormwater
management design on West 16' Street between C and L Streets. This work is required to enable the City
to apply for construction grant funding. The goals of the project are to improve the streetscape and the
quality and quantity of stormwater runoff being discharged to Tumwater Creek.
Funding: Washington State Department of Ecology(Ecology) awarded a 2016 pre-construction grant of
$160,000.00 to the City for LID planning and design work on 16' Street. Those funds are reflected in the
approved 2020 Transportation Capital budget for the 16' St. (C to L) LID Project(312-7930-595-6510).
No City match is required.
Recommendation: Approve and award a Professional Services Agreement to Parametrix,Inc. of
Bremerton, Washington for the 16'St. LID Retrofit Project in the not to exceed amount of$159,687.20;
and authorize the City Manager to sign a contract with Parametrix and to make minor modifications as
necessary.
Background / Analysis: In 2019 the City was awarded a 2016 Water Quality Pre-construction Grant
from Ecology to design a LID retrofit project for the section of West 16' St. located between C and L
Streets.
Tumwater Creek is an urban salmon-bearing freshwater stream flowing north into the Port Angeles
Harbor near Marine Drive and Tumwater Drive. It is currently on Ecology's impaired fresh waterbody list
for bacteria. The section of 16'Street being addressed through this PSA is an arterial-collector roadway
that traverses along the northside of Lincoln Park and connects users to important regional facilities, such
as: Fairchild International Airport,the Clallam County Fairgrounds, the Regional Solid Waste Transfer
Station. Currently stormwater runoff from 16' St.is collected into the City's municipal separate storm
system and discharged directly into Tumwater Creek.
The Ecology pre-construction grant funding covers only the design phase of this project. The City
intends to apply for subsequent construction grant funding once the design is complete in 2021. After
which,this Agreement will facilitate finalizing plans and design documents to prepare for construction
contracting.
A Request for Qualifications (RFQ)was advertised by the City in May 2020. Seven engineering
consultant firms responded to the City's request by submitting Statements of Qualifications. After
evaluation and ranking, three firms were selected for virtual interviews.Parametrix, Inc. of Bremerton,
WA was determined to be the most qualified.
November 4, 2020 J - 1
The 16' Street LID Project(TR0715)is included in the approved 2021-2026 Capital Facilities Plan.
Engineering staff worked with Paramterix to develop a detailed scope of work and negotiate a maximum
not-to-exceed contract amount of$159,687.20 based on the anticipated support services required.
Professional Services Rationale: The City does not have the staff capacity to accomplish the design
of this project in-house. Furthermore, the project design requires personnel with specialized geotechnical
experience, as well as several other unique skill sets the City does not currently retain in-house. For this
reason, the City is seeking outside support.
November 4, 2020 J - 2
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POR-T-ANGELES CITY COUNCIL
WASH I N G T' O N , U .S, MEMO
Date: November 4,2020
To: City Council
From: Thomas Hunter,Director ofPublic Works& Utilities
Subject: 2020 Pavement Repair CON 2020-01 and 2020 Chip Seal CON 2020-14 Final
Acceptance
Summary: The purpose of this memo is to obtain City Council final acceptance for the work performed
on 2020 Pavement Repairs and Chip Seal projects. This includes the following contracts;
• Pavement Repairs CON 2020-01 by Lakeside Industries, Inc. of Port Angeles, WA,
• Peabody Chip Seal Phase I-III(TR1516, TR0315, TR0215) and Park Avenue Chip Seal
(TR1299),by Intermountain Slurry, Inc. of Vancouver, WA.
The work for the 2020 Pavement Repairs was inspected by staff and accepted as complete with the final
project costs amounting to $378,112.61 including taxes. The original bid amount was $359,550.00,
including tax,however the final cost increased from the bid because the quantity of asphalt used varied
from the original estimate. Although the cost increased, the project was completed within budget.
The work for the 2020 Chip Seal was inspected by staff and accepted as complete with the final project
costs amounting to $356,117.00 including taxes. This phase of the project was completed under budget.
Funding: Funds are available in the approved 2020 budget from the Transportation CFP account 312-
7930-595-6510,in the amount of$680,000.00; Wastewater Repairs account 403-7480-535-4810,in the
amount of$36,867.86, and Water Repairs account 402-7380-534-4802,in the amount of$99,760.73.
Recommendation: 1) Accept the 2020 Pavement Repairs CON 2020-01 as complete; and authorize
staff to proceed with project closeout and release retainage upon receipt of all required clearances. 2)
Accept the 2020 Chip Seal CON 2020-14 as complete; and authorize staff to proceed with project
closeout, and release retainage upon receipt of all required clearances.
Background / Analysis: To extend the service life of existing City pavement,the approved 2021-2026
Capital Facility Plan includes four pavement preservation projects for completion in 2020 with projects
addressing failing pavement on Peabody Street and Park Avenue. To complete the work,roadway repairs
addressing structural failures were completed; followed by chip sealing. Finally, to take advantage of
economy of scale, several other small asphalt patch projects were completed to repair existing damage
from former sewer and watermain breaks:
• Lincoln Street,
• 4' Street, and
• Marine Drive.
Bids were opened on March 10, 2020,for 2020 Pavement Repair CON 2020-01 one bid was received
with Lakeside Industries, Inc. of Port Angeles,WA as the lowest responsible bidder with a bid amount of
$359,550.00,including all applicable taxes. The project was successfully completed June 26, 2020.
Increases to final contract amount were based on actual square footage of the asphalt repair.
Following the start of asphalt repairs,the 2020 Chip Seal CON 2020-14 was advertised for bids. Bids
were opened on June 2, 2020, one bid was received with Intermountain Slurry, Inc. of Vancouver, WA as
November 4, 2020 J - 3
the lowest responsible bidder with a bid amount of$398,398.00,including all applicable taxes. The
project was successfully completed under budget on August 7, 2020.
Funding Overview:
Project Cost Summary—2020 Pavement Repairs CON 2020-01
Original Contract Change Unit Quantity Final Cost Project Cost Variance
Amount Orders Variations
$359,550.00 $25,943.50 ($7,011.85) $ 378,112.61 +5.16%
Project Cost Summary—2020 Chip Seal CON 2020-14
Original Contract Change Unit Quantity Final Cost Project Cost Variance
Amount Orders Variations
$398,398.00 $0.00 ($42,281.00) $ 356,117.00 -10.61%
City staff recommends City Council accept the 2020 Pavement Repair CON 2020-01 and the 2020 Chip
Seal Project CON 2020-14 and authorize staff to proceed with project close out and release the retainage
upon receipt of required clearances.
November 4, 2020 J - 4