HomeMy WebLinkAbout2603ORDINANCE NO. 2603
AN ORDINANCE of the City of Port Angeles,
Washington, adopting and specifying a plan
for making additions and betterments to the
solid waste utility system of the City;
authorizing the issuance and sale of solid
waste utility revenue bonds in the principal
amount not to exceed $5,250,000 for the
purpose of providing part of the funds
required for acquiring, constructing and
installing certain additions and improvements
to the solid waste utility system of the City
and for the purpose of providing funds for
refunding the City's outstanding solid waste
utility revenue bonds, 1984; authorizing the
execution of an escrow agreement related to
such refunding; providing for the payment and
sale of said bonds; and providing the
covenants, terms and conditions under which
such bonds and future parity bonds shall be
issued.
WHEREAS, the City of Port Angeles, Washington (the "City"),
has heretofore by Ordinance No. 1327 passed on May 20, 1954,
created a system for the collection, disposal and processing of
solid waste and for its processing in accordance with Ch. 35.92
RCW (hereinafter, the "System ");
WHEREAS, the System includes the City landfill, which has
reached capacity and must be closed thereby necessitating the
opening of a new City landfill; and
WHEREAS, the System is in need of certain additional and
related betterments and additions including a transfer station
and leachate collection system; and
WHEREAS, it is deemed necessary and advisable that the City
issue and sell its solid waste utility revenue bonds in the
aggregate principal sum of $4,860,000 to provide part of the
funds necessary to pay the cost of the described additions and
improvements to the System (the "Project Bonds "); and
WHEREAS, the City now has outstanding $380,000 of its Solid
Waste Utility Revenue Bonds, 1984 (the "1984 Bonds "), issued
pursuant to Ordinance No. 2313 passed October -2, 1984, which 1984
Bonds mature on such dates and in such amounts and bear interest
payable semiannually on each October 1 and April 1 as follows:
Maturity Date Interest (Payable
(October 1) Principal Amount October 1 and April 1)
1990 $50,000 9.20%
1991 55,000 9.40%
1992 60,000 9.60%
1993 65,000 9.80%
1994 70,000 9.90%
1995 80,000 10.00%
WHEREAS, after due consideration it appears to the City
Council of the City that the outstanding 1984 Bonds (the "1984
Bonds ") may be refunded in advance of their stated maturity dates
by the issuance of solid waste utility revenue refunding bonds in
the aggregate principal amount of not to exceed $390,000 (the
"Refunding Bonds ") and by the use of other available moneys of
the City to purchase certain "Government Obligations" (as such
obligations are now or may hereafter be defined in Chapter 39.53
RCW) and to provide the necessary beginning cash balances, such
cash and obligations to be deposited in escrow with Seattle -First
National Bank (the "Trustee "), in amounts sufficient for the
payment of the principal of and interest on the 1984 Bonds at
their stated maturities and upon the prior redemption thereof;
and
WHEREAS, it appears that the advance refunding of the 1984
Bonds will permit the beneficial restructuring of the City's
System debt covenants; and
WHEREAS, it appears to the Council of the City of Port
Angeles that it is in the best interests of the City and its
inhabitants to combine issuance of the Project Bonds and the
Refunding Bonds into a single bond issue ( "the Bonds "); and
WHEREAS, the City has received a written offer from Piper,
Jaffray & Hopwood, Incorporated to purchase the Bonds under the
terms and conditions set forth herein and therein;
NOW, THEREFORE, the City Council of the City of Port Angeles
do ordain as follows:
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Section 1. Definitions. As used in this ordinance, the
following words shall have the following meanings:
"Acquired Obligations" mean direct noncallable obligations
of the United States of America, now or hereafter acquired by the
City pursuant to Section 14 of this Ordinance to effect the
advance refunding of the 1984 Bonds.
"Annual Debt Service" means, for any year, the amount
required in such year for the payment of the principal of and
interest on the Parity Bonds; provided that, in the event the
City issues Term Bonds, the words "principal of and interest on
the Parity Bonds" shall be deemed to exclude from "principal" an
amount of Term Bonds equal to the mandatory deposits of money
into any Sinking Fund Account to provide for payment of the
principal of such Term Bonds, and from "interest" the interest on
such Term Bonds subsequent to the date of the respective
deposits, and to include in lieu thereof all mandatory sinking
fund deposits as of the date required and interest on the Term
Bonds provided for by such deposits only to the dates of the
respective deposits.
"Average Annual Debt Service" means, with respect to any
issue of Parity Bonds, the average amount of Annual Debt Service
which will become due in any calendar year on such Parity Bonds
for the period from the calendar year immediately following the
date of such calculation until the final maturity date of such
Parity Bonds then outstanding.
"Bond Counsel" means the law firm of Preston Thorgrimson
Shidler Gates & Ellis, or other nationally- recognized bond
counsel to the City.
"Bond Register" means the books or records maintained by the
Bond Registrar containing the name and mailing address of the
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owner of each Bond or nominee of such owner and the principal
amount and number of Bonds held by each owner or nominee.
"Bond Registrar" means the fiscal agencies of the State of
Washington, currently Seattle -First National Bank, Seattle,
Washington and Bank of New York, New York, New York, or any
fiscal agent of the State of Washington that may hereafter be
designated as successor to such banks.
"Bond Year" means each successive one year period (or
shorter period from the date of issue) that ends at the close of
business on May 31st.
"Bonds" means the City of Port Angeles Solid Waste Utility
Revenue and Refunding Bonds, 1990, authorized by this Ordinance
to be issued in an amount not to exceed $5,250,000.
"1984 Bonds" means all the currently outstanding City of
Port Angeles Solid Waste Utility Revenue Bonds, 1984, issued
under date of October 1, 1984, pursuant to City Ordinance
No. 2313 passed October 2, 1984.
"City" means the City of Port Angeles, Washington, a
municipal corporation duly organized and existing under and by
virtue of the laws of the State of Washington.
"Closing" means the delivery of the Bonds to, and payment of
the purchase price therefore by, the initial purchasers of the
Bonds.
"Code" means the federal Internal Revenue Code of 1986, as
amended together with applicable regulations.
"Construction Fund" means the "1990 Solid Waste Utility
System Construction Fund" created by Section 13 of this
Ordinance.
"Costs of Maintenance and Operation" means all necessary
operating expenses, current maintenance expenses, expenses of
reasonable upkeep and repairs, and insurance and administrative
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expense, but excludes depreciation, payments for debt service or
into reserve accounts, costs of capital additions to or
replacements of the System, municipal taxes, or payments to the
City in lieu of taxes.
"Council" means the general legislative body of the City as
the same shall be duly and regularly constituted from time to
time.
"Debt Service Account" means the account of that name
created in the Revenue Bond Fund by Section 8 of this Ordinance.
"1984 Debt Service Account" means the Debt Service Account
created within the 1984 Revenue Bond Fund by Section 6 of
Ordinance No. 2313.
"Escrow Agreement" means that agreement between City and the
Trustee authorized to be executed, pursuant to Section 15 of this
Ordinance, substantially in the form attached hereto as
Exhibit A.
"Final Computation Date" means the date that the last Bond
is discharged. A Bond is discharged on the date that all amounts
due under the terms of the Bond are actually and unconditionally
due if cash is available at the place of payment and no interest
accrues with respect to the Bond after such date.
"Future Parity Bonds" means the Parity Bonds issued by the
City after it issues the Bonds.
"Installment Computation Date" means the last day of the
fifth Bond Year and of each succeeding Bond Year.
"Net Revenue" means the Revenue of the System less the Costs
of Maintenance and Operation.
"Nonpurpose Receipts" means, in general, any receipt with
respect to an investment allocated to the Bonds. The following
types of receipts are specifically included:
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(a) Actual Receipts. Any amount actually or
constructively received with respect to an investment.
Actual receipts may not be reduced by selling commissions,
administrative expenses or similar expenses.
(b) Disposition Receipts. An amount determined by
treating an investment that ceases to be allocated to the
Bonds (other than by reason of a sale or retirement) as if
sold for fair market value on the date that the investment
ceases to be allocated to the Bonds.
(c) Installment Date Receipts. The fair market value
(or, for fixed rate investments, present value) of all
investments allocated to the Bonds at the close of business
on any Computation Date.
(d) Imputed Receipts. Any receipts that are required
to be imputed and taken into account pursuant to
Section 1.148 -5T of the Temporary Income Tax Regulations or
any successor Temporary Income Tax Regulations.
"Nonpurpose Payments" means, in general, any payment with
respect to an investment allocated to the Bonds. The following
types of payments are specifically included:
(a) Direct Payments. The amount of gross proceeds of
the Bonds directly used to purchase the investment. Direct
payments to not include brokerage commission, administrative
expenses or similar expenses.
(b) Constructive Payments. The fair market value (as
of the date of allocation of the Bonds) of any investment
that was not directly purchased with gross proceeds of the
Bonds, but which is allocated to the Bonds.
(c) Payments of Rebatable Arbitrage. Any payment of
Rebatable Arbitrage if such payment is made no later than
the due date for such payment.
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"Parity Bonds" means the Bonds and any solid waste utility
revenue bonds which the City may hereafter issue having a lien
upon the Revenue of the System for the payment of the principal
thereof and interest thereon equal to the lien upon the Revenue
of the System of the Bonds.
"Project" means those additions and improvements to the
System authorized by Section 3 of this Ordinance.
"Project Bonds" mean that portion of the Bonds designated as
Project Bonds in Section 4 of this Ordinance and in the Purchase
Contract, in the amount of $4,680,000 to be issued for the
purpose of financing part of the cost of acquisition,
construction, installation and equipping of the Project.
"Purchase Contract" means the agreement between the City and
Piper, Jaffray & Hopwood Incorporated, Seattle, Washington, for
the purchase of the Bonds, attached hereto as Exhibit B.
"Purchaser" means Piper, Jaffray & Hopwood Incorporated,
Seattle, Washington.
"Qualified Insurance" means any noncancellable municipal
bond insurance policy or surety bond issued to an independent
party as agent of the owners of the Bonds or any Future Parity
Bonds by a company licensed to issue an insurance policy
guaranteeing the payment of debt service on Parity Bonds;
provided that the claims paying ability of the issuer thereof
shall be rated as of the time of issuance of such policy or
surety bond, in one of the two highest rating categories by
Standard & Poor's Corporation or Moody's Investors Service, Inc.
or their comparably recognized business successors.
"Qualified Letter of Credit" means any irrevocable letter of
credit issued by a bank to an independent party as agent of the
owners of the Bonds or any Future Parity Bonds; provided the
issuer thereof shall, as of the time of issuance of such letter
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of credit, be rated in one of the two highest rating categories
by either Moody's Investors Service, Inc. or Standard & Poor's
Corporation or their comparably recognized business successors.
"Rebatable Arbitrage" means the amount payable to the United
States by the City pursuant to Section 12 of this Ordinance.
"Refunding Bonds" means that portion of the Bonds designated
in Section 4 of this Ordinance and in the Purchase Contract, in
an amount not to exceed $390,000, issued for the purpose of
refunding the 1984 Bonds.
"Refunding Fund" means the 1990 Refunding Fund created by
Section 14 of this Ordinance for the advance refunding of the
1984 Bonds.
"Reserve Account" means the Bond Reserve Account created in
the Revenue Bond Fund by Section 8 of this Ordinance.
"1984 Reserve Account" means the Reserve Account created
within the 1984 Revenue Bond Fund by Section 6 of Ordinance No.
2313.
"Revenue Bond Fund" or "Bond Fund" means the 1990 City of
Port Angeles Solid Waste Utility Revenue Bond Fund created in the
office of the Treasurer of the City by Section 8 of this
Ordinance.
"1984 Revenue Bond Fund" means the 1984 City of Port Angeles
Solid Waste Utility Revenue Bond Fund created in the office of
the Treasure of the City by Section 6 of Ordinance No. 2313.
"Revenue Fund" means the Solid Waste Utility Fund of the
City heretofore created by Section 5 of Ordinance No. 2313.
"Revenue of the System" mean all earnings, revenue and
moneys received by the City from or on account of the operation
of the System, including the income from investments of money in
the Revenue Fund and the Revenue Bond Fund or from any other
investment thereof except the income from investments irrevocably
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pledged to the payment of any solid waste utility revenue bonds
pursuant to a plan of retirement or refunding. The words
"Revenue of the System" shall also include any federal or state
reimbursements of operating expenses to the extent such expenses
are included as Costs of Maintenance and Operation of the System.
"Sinking Fund Account" mean any account created in the
Revenue Bond Fund to amortize the principal of Term Bonds.
"System" means the solid waste collection, disposal and
processing system of the City including any addition to or
expansion thereof hereafter made. The Council may expand the
System by ordinance to include any other public utility system
that the City may by law combine with the System.
"Term Bonds" mean any Parity Bonds identified as such in the
ordinance authorizing the issuance thereof, the payment of which
is provided for by a requirement for mandatory deposits of money
into a Sinking Fund Account in the Revenue Bond Fund.
"Treasurer" means the duly qualified and acting Treasurer of
the City.
"Trustee" means Seattle -First National Bank, Seattle,
Washington, in its capacity as refunding trustee for the 1984
Bonds.
Section 2. Findings and Purposes. The Council hereby
finds that the public interest, welfare and convenience require
the construction, acquisition and installation of the System
improvements described in Section 3 of this ordinance, and that
said improvements are legally required and /or economically sound,
and will contribute to the conduct of the business of the System
in an efficient manner.
The Council hereby further finds that it is in the best
interests of the City and the users of the System that the City
issue the Refunding Bonds to refund the 1984 Bonds and to pay the
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costs incident to the refunding and the issuance of the Refunding
Bonds. The Council further finds and determines that refunding
the 1984 Bonds by the sale and issuance of the Refunding Bonds as
provided in this ordinance is in the best interests of the City
in order to modify debt service and reserve requirements and
certain covenants and other terms of the bonded indebtedness of
the System.
Section 3. Plan of Additions to the System. The
following plan for the acquisition, construction and installation
of additions and betterments to the System (hereinafter,
°Project") is hereby specified and adopted, to wit:
1. The City shall provide for closure of the
landfill at the 3501 West 18th Street, including
the
existing City
construction,
installation and equipping of all improvements required for such
closure.
2. The City shall excavate and prepare a new landfill pit
at 3501 West 18th Street, construct new scale facilities and crew
buildings, install mechanical facility requirements (including
pumps for leachate extraction and treatment, and gas extraction
and treatment) and a related storm drain system.
3. The City shall construct and equip a public refuse
transfer station.
4. The City shall construct, install and equip a leachate
force main and gravity sewer to convey collected and pre- treated
leachate from the existing and new landfills to the City's sewer
system.
The City shall provide all equipment, connections and appur-
tenances together with all work as may be incidental and
necessary to complete the Project, which is further described in
the Port Angeles Landfill Engineering Report by R.W. Beck and
Associates, Consulting Engineers, dated September 1989. Said
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report is on file in the offices of the City. The Project
facilities shall be integrated into the System as required to
provide a fully operational facility.
The City may make such changes in or additions to the
Project or in the construction or design of other facilities of
the System as may be found necessary or desirable.
Implementation or completion of any specified improvement shall
not be required if the Council determines that, due to
substantially changed circumstances, it has become inadvisable or
impractical. If the Project has either been completed, or its
completion duly provided for, or its completion found to be
impractical, the City may apply the Project Bond proceeds or any
portion thereof to other improvements to the System, as the
Council in its discretion shall determine. In the event that the
proceeds of sale of the Project Bonds, plus any other moneys of
the City legally available, are insufficient to accomplish all of
the Project provided by this section, the City shall use the
available funds for paying the cost of those improvements for
which the Bonds were approved deemed by the Council most
necessary and to the best interest of the City.
The City shall acquire by purchase, lease or condemnation,
all property, both real and personal, or any interest therein, or
rights -of -way and easements which may be found necessary to
acquire, construct and install the Project.
The estimated cost of this plan of additions and betterments
and all costs incidental thereto, is hereby declared to be as
nearly as practicable the sum of $5,459,428 of which an amount
not to exceed $4,850,000 is to be provided out of the proceeds of
the sale of the Project Bonds, and the remainder is to be
provided from other City Funds now or hereafter on hand and
available therefor.
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Section 4. Issuance of the City of Port Angeles Solid
Waste Utility Revenue and Refunding Bonds, 1990. The City shall
issue and sell the Refunding Bonds in the aggregate principal
amount of not to exceed $390,000 for the purpose of refunding the
1984 Bonds, and to pay the expenses incidental to the refunding
and to the issuance of the Refunding Bonds. The Refunding Bonds
shall be dated July 1, 1990, shall bear interest from their date
payable December 1, 1990, and semiannually thereafter on the
first days of each succeeding June and December at such rates,
and shall mature on December 1 in such years and amounts as are
set forth in the Purchase Contract.
The City shall issue and sell the Project Bonds in the
aggregate principal amount of $4,860,000 for the purpose of
providing part of the funds required to pay the cost of
acquiring, constructing, installing and equipping the Project as
described in Section 3 of this ordinance, and to pay the expenses
incidental to the issuance of the Project Bonds. The Project
Bonds shall be dated July 1, 1990, shall bear interest from their
date payable December 1, 1990, and semiannually thereafter on the
first days of each succeeding June and December at such rates,
and shall mature on December 1 in the years and amounts as are
set forth in the Purchase Contract.
The Project Bonds and Refunding Bonds shall be combined and
sold as a single issue designated "City of Port Angeles, Solid
Waste Utility Revenue and Refunding Bonds, 1990" (the "Bonds ");
shall be in the denomination of $5,000 each or any integral
multiple thereof, provided that no Bond shall represent more than
one maturity; shall be fully registered as to both principal and
interest; and shall be numbered separately in the manner and with
any additional designation as the Bond Registrar deems necessary
for purposes of identification. The Bonds shall be dated July 1,
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1990, and shall bear interest from their date until the bond
bearing such interest has been paid or its payment duly provided
for, payable December 1, 1990, and semiannually thereafter on the
first days of each June and December at such rates, and shall
mature on December 1 in such years and amounts as are set forth
in the Purchase Contract.
The fiscal agencies of the State of Washington in the cities
of Seattle, Washington, and New York, New York, shall act as
registrar for the Bonds (collectively, the "Bond Registrar").
The Bond Registrar shall maintain the Bond Register. Both
principal of and interest on the Bonds shall be payable in lawful
money of the United States of America. Interest on the Bonds
shall be paid by check or draft mailed on the date such interest
is due to the registered owners or nominees of such owners at the
addresses appearing on the Bond Register as of the 15th day of
the month preceding the interest payment date. The principal of
the Bonds shall be payable upon presentation and surrender of the
Bonds by the registered owners or nominees of such owners at the
principal offices of either of the fiscal agencies of the State
of Washington in the cities of Seattle, Washington, or New York,
New York, at the option of such owners.
The Bonds may be transferred only on the Bond Register
maintained by the Bond Registrar for that purpose upon the sur-
render thereof by the registered owner or nominee or his /her duly
authorized agent and only if endorsed in the manner provided
thereon, and thereupon a new fully registered Bond of like prin-
cipal amount, maturity and interest rate shall be issued to the
transferee in exchange therefor. Such transfer shall be without
cost to the registered owner or transferee. The City may deem
the person in whose name each Bond is registered to be the
absolute owner thereof for the purpose of receiving payment of
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the principal of and interest on such Bonds and for any and all
other purposes whatsoever.
Upon surrender thereof to the Bond Registrar, the Bonds are
interchangeable for Bonds in any authorized denomination of an
equal aggregate principal amount and of the same interest rates
and maturities.
The Bond Registrar shall not be required to issue, register,
transfer or exchange any of the Bonds during a period beginning
at the opening of business on the twentieth (20th) day next
preceding any interest payment date and ending at the close of
business on the interest payment date, or, in the case of any
proposed redemption of the Bonds, after the mailing of notice of
the call of such Bonds for redemption.
The Bonds shall be obligations only of the Revenue Bond Fund
and shall be payable and secured as provided herein. The Bonds
shall not be general obligations of the City.
Section 5. Bond Registration. The City hereby specifies
and adopts the system of registration for the Bonds approved by
the Washington State Finance Committee. The Bond Registrar shall
keep, or cause to be kept, at its principal corporate trust
office, sufficient books for the registration and transfer of the
Bonds which shall at all times be open to inspection by the City
and the Bond Insurer. The Bond Registrar is authorized, on
behalf of the City, to authenticate and deliver Bonds transferred
or exchanged in accordance with the provisions of such Bonds and
this ordinance and to carry out all of the Bond Registrar's
powers and duties under this ordinance.
The Bond Registrar shall be responsible for its representa-
tions contained in the Certificate of Authentication on the
Bonds. The Bond Registrar may become the owner of Bonds with the
same rights it would have if it were not the Bond Registrar, and
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to the extent permitted by law, may act as depository for and
permit any of its officers or directors to act as a member of, or
in any other capacity with respect to, any committee formed to
protect the rights of the owners of the Bonds.
Section 6. Redemption Prior to Maturity.
A. Optional Redemption. The City hereby reserves the
right to redeem the outstanding Bonds maturing on or after
December 1, 1996, in whole, or in part (maturities to be selected
by the City within each maturity to be selected by lot by the
Bond Registrar in such manner as the Bond Registrar shall
determine), on December 1, 1995, or on any interest payment date
thereafter, at a price of par, plus accrued interest to the date
of redemption, provided that the City shall be in compliance with
Section 10.B(2) (Rate Covenant) of this Ordinance at the time of
any such redemption.
B. Notice of Call. Unless waived by any holder of
Bonds to be redeemed, official notice of any such redemption
shall be given by the Bonds Registrar or behalf of the City by
mailing a copy of an official redemption notice by first class
mail, postage prepaid, at least 30 days and not more than 60 days
prior to the date fixed for redemption to the registered owner of
the Bond or Bonds to be redeemed at the address shown on the Bond
Register or at such other address as is furnished in writing by
such registered owner to the Bond Registrar.
All official notices of redemption shall be dated and shall
state:
(1) the redemption date,
(2) the redemption price,
(3) if less than all outstanding Bonds are to be
redeemed, the identification (and, in the case of partial
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redemption, the respective principal amounts) of the Bonds
to be redeemed,
(4) that on the redemption date the redemption
price will become due and payable upon each such Bond or
portion thereof called for redemption, and that interest
thereon shall cease to accrue from and after said date, and
(5)
the place where such Bonds are to be
surrendered for payment of the redemption price, which place
of payment shall be the principal office of the Bond Regis-
trar.
On or prior to any redemption date, the City shall deposit
with the Bond Registrar an amount of money sufficient to pay the
redemption price of all the Bonds or portions of Bonds which are
to be redeemed on that date. The requirements of this section
shall be deemed to be complied with when notice is mailed as
provided, whether or not it is actually received by the owner of
any Bond.
C. Effect of Call. Official notice of redemption
having been given as aforesaid, 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 (unless the City shall default in the payment of the
redemption price) such Bonds or portions of Bonds shall cease to
bear interest. Upon surrender of such Bonds for redemption in
accordance with said notice, such Bonds shall be paid by the Bond
Registrar at the redemption price. Installments of interest due
on or prior to the redemption date shall be payable as herein
provided for payment of interest. All Bonds which have been
redeemed shall be cancelled and destroyed by the Bond Registrar
and shall not be reissued.
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D. Partial Redemption of Bonds. Portions of any
Bond, in installments of $5,000 or any integral multiple of such
$5,000, may be redeemed in accordance with the schedule set forth
above. If less than all of the principal amount of any Bond is
redeemed, upon surrender of such Bond at the principal office of
the Bond Registrar there shall be issued to the registered owner,
without charge therefor, for the then unredeemed balance of the
principal amount thereof, a new Bond or Bonds of like maturity
and interest rate in any of the denominations authorized by this
ordinance.
E. Additional Redemption Notice. In addition to the
foregoing notice, further notice shall be given by the Bond
Registrar on behalf of the City as set forth below, but no defect
in said further notice nor any failure to give all or any portion
of such further notice shall in any manner defeat the effective-
ness of a call for redemption if notice thereof is given as above
described.
(1) Each further notice of redemption given
hereunder shall contain the information required above for
an official notice of redemption plus (i) the CUSIP numbers,
if any, of all Bonds being redeemed; (ii) the date of issue
of the Bonds as originally issued; (iii) the rate of
interest borne by each Bond being redeemed; (iv) the
maturity date of each Bond being redeemed; and (v) any other
descriptive information needed to identify accurately the
Bonds being redeemed.
(2) Each further notice of redemption may be sent
at least 35 days before the redemption date by registered or
certified mail or overnight delivery service to all regis-
tered securities depositories then in the business of
holding substantial amounts of obligations of types
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comprising the Bonds and shall be sent to Moody's Investors
Service and Standard & Poor's Corporation at their
respective offices in New York, New York and to one or more
national information services that disseminate notices of
redemption of obligations such as the Bonds, and shall be
sent as well to Piper, Jaffray & Hopwood Incorporated at
their respective offices in Seattle, Washington, or to their
successors in business, if any.
(3) Upon the payment of the redemption price of
Bonds being redeemed, each check or other transfer of funds
issued for such purpose shall bear the CUSIP number (if any)
identifying, by issue and maturity, the Bonds being redeemed
with the proceeds of such check or other transfer.
F. Purchase of Bonds In Open Market. The City
further reserves the right to use at any time any surplus Revenue
of the System available after providing for the payments required
by paragraphs First through Sixth inclusive, of Section 7 of this
Ordinance, or other available funds, to purchase any of the Bonds
in the open market for retirement only, if the same may be
purchased at a price not exceeding that at which they could be
called for redemption on the first succeeding date on which they
may be called, plus accrued interest.
Section 7. Priority of Payments from Revenue Fund. A
special fund of the City known as the °Solid Waste Utility Fund"
(the "Revenue Fund ") has heretofore been established in the
office of the Treasurer of the City. The City has covenanted to
deposit the Revenue of the System as collected, except the
interest earned and income derived from investments of moneys in
the Revenue Bond Fund and the accounts therein. The Revenue Fund
shall be held separate and apart from all other funds and
accounts of the City and the Revenue of the System deposited in
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such 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 of
the System;
Second, to pay the interest on any Parity Bonds;
Third, to pay the maturing principal (whether by
serial maturity or sinking fund installments) of any Parity
Bonds;
Fourth, to make all payments required to be made
pursuant to a reimbursement obligation in connection with a
Qualified Letter of Credit, Qualified Insurance, or other
equivalent credit facility, 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 created to secure the payment of the Parity
Bonds;
Sixth, to make all payments required to be made into
any revenue bond redemption fund or revenue warrant redemption
fund and debt service account or reserve account created to pay
and secure the payment of the principal of and interest on any
revenue bonds or revenue warrants of the City having A lien upon
the Revenue of the System junior and inferior to the lien thereof
for the payment of the principal of and interest on the Parity
Bonds;
Seventh, to retire by redemption or purchase in the
open market any outstanding revenue bonds or revenue warrants of
the City, to make necessary additions, betterments, improvements
and repairs to or extensions and replacements of the System, or
for any other lawful City purposes.
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Section 8. Payments into Revenue Bond Fund. A special
fund of the City known as the "1990 City of Port Angeles Solid
Waste Utility Revenue Bond Fund" (the "Revenue Bond Fund ") is
hereby created in the office of the Treasurer of the City for the
purpose of paying and securing the payment of the Parity Bonds.
A. Payments into Debt Service Account. A special
account known as the Debt Service Account is hereby created in
the Revenue Bond Fund for the purpose of paying the principal of,
premium, if any, and interest on the Parity Bonds, excluding the
principal of Term 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 those
amounts necessary, together with Revenue of the System collected
and deposited and such other moneys as are 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.
Such payments from the Revenue Fund shall be made on or before
the twentieth (20th) day of each month as follows;
(1) Beginning with the month of August, 1990, and
continuing through the month of November, 1990, an amount
which, together with other moneys available therefor in the
Debt Service Account, will be equal to at least one fourth
(1 /4th) of the interest on the Bonds to become due and
payable on December 1, 1990.
(2) Beginning with the month of December, 1990,
and continuing for as long as any of the Bonds are
outstanding and unpaid, an amount which, with other moneys
available therefor in the Debt Service Account, will be
equal to at least one -sixth (1 /6th) of the interest to
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become due and payable on the next interest payment date on
all of the Bonds then outstanding; and
(3) Beginning with the month of December, 1990,
and continuing for as long as any of the Bonds are
outstanding and unpaid, an amount which, with other moneys
available therefor in the Debt Service Account, will be
equal to at least one - twelfth (1 /12th) of the principal of
the Bonds (exclusive of Term Bonds) to become due and
payable on the next principal payment date.
The City covenants and agrees that in the event it issues
any future Parity Bonds which are Term Bonds, it will provide in
each ordinance authorizing the issuance of the same for the
creation of a Sinking Fund Account and for regular monthly
payments to be made from the Revenue Fund into such Sinking Fund
Account sufficient together with Revenue of the System collected
and deposited and such other moneys as are on hand and available
therefor in such account to amortize the principal of such future
Parity Bonds which are Term Bonds on or before the maturity date
thereof.
B. Payments into Reserve Account. A special account
known as the "Reserve Account" is hereby created in the Revenue
Bond Fund for the purpose of securing the payment of the
principal of and interest on all outstanding Parity Bonds. At
closing, the Treasurer shall transfer from the 1984 Reserve
Account to the Reserve Account, all funds then on hand in said
1984 Reserve Account. The City further covenants and agrees that
it will pay into the Reserve Account out of the Revenue of the
System (or, at the option of the City, out of any other funds on
hand and legally available for such purpose) not less than
approximately equal annual payments sufficient, with other money
in the Reserve Account and otherwise required to be paid therein,
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to have on deposit therein by July 1, 1995, a total amount which
will be at least equal to the Average Annual Debt Service with
respect to the Bonds. Such annual payments shall be made not
later than December 20 of each year, commencing in 1990.
Except as hereafter provided in this Subsection, the City
hereby further covenants and agrees that in the event it issues
any future Parity Bonds it will provide in the ordinance
authorizing the issuance of the same that it will pay into the
Reserve Account out of the Revenue of the System (or, at the
option of the City, out of any other funds on hand legally
available for such purpose) not less than approximately equal
additional annual payments so that by five years from the date of
issuance of such future Parity Bonds there will have been paid
into the Reserve Account an amount which, with the money already
on deposit therein, will be at least equal to the Average Annual
Debt Service with respect to such future Parity Bonds and with
respect to all Parity Bonds then outstanding issued on or prior
to the date of issuance of such future Parity Bonds. Such annual
payments into the Reserve Account shall be made not later than
December 20 of each year.
Notwithstanding anything in this Section 8 to the contrary,
the City may elect to fund part or all of the Reserve Account
with respect to the Bonds and any Future Parity Bonds through the
use of a Qualified Letter of Credit or Qualified Insurance. In
making the payments and credits to the Reserve Account required
by this Section 8.B, to the extent that the City has obtained
Qualified Insurance or a Qualified letter of Credit for specific
amounts required pursuant to this Section to be paid out of the
Reserve Account, such amounts so covered by Qualified Insurance
or a Qualified Letter of Credit shall be credited against the
amounts required to be maintained in the Reserve Account by this
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Section 8.B. 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 this Section 8.B, 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 Average
Annual Debt Service as redetermined in each calendar year with
respect to the Parity Bonds secured by such Reserve Account.
Whenever there is a sufficient amount in the Revenue Bond Fund,
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 such principal,
premium, if any, and interest. 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 any
outstanding Parity Bonds, as long as the moneys left remaining on
deposit in the Reserve Account are at least equal to the Average
Annual Debt Service determined with respect to the Parity Bonds
then outstanding.
In the event there shall be 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 Account, or a deficiency in any Sinking Fund Account
to meet the required schedule of payments for amortization of
Term Bonds of any issue of Parity Bonds, such deficiency shall be
made up from the Reserve Account by the withdrawal of moneys
therefrom and by the sale or redemption of obligations held in
the Reserve Account, if necessary, in such amounts as will
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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. Any deficiency created in the Reserve Account by
reason of any such withdrawal shall then be made up out of
Revenue of the System after making necessary provision for the
payments required to be made by subparagraphs First through
Fourth inclusive of Section 7 of this Ordinance.
C. Priority of Lien of Payments into Revenue Bond
Fund. The amounts so pledged to be paid into the Debt Service
Account and the Reserve Account from the Revenue Fund are hereby
declared to be a prior lien and charge upon the Revenue of the
System superior to all other charges of any kind or nature what-
soever except the Costs of Maintenance and Operation of the
System; and except that the amounts so pledged are of equal lien
to the charges upon such Revenue for the payment of the principal
of and interest on any Parity Bonds; and, provided further, if
the City elects to meet the requirements of Section 8.B hereof
with respect to the Reserve Account as to any issue of Parity
Bonds through the use of a Qualified Letter of Credit, Qualified
Insurance or other equivalent credit enhancement device, then the
City's reimbursement obligation with respect thereto, if any, may
rank on a parity of lien with the Parity Bonds.
D. Application and Investment of Moneys in Revenue
Bond Fund. Money in the Debt Service Account and Reserve Account
may be invested as permitted by law. Investments in the Debt
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Service Account shall mature prior to the date on which such
money shall be needed for required interest or principal
payments. Investments in the Reserve Account shall mature not
later than the last maturity of any then outstanding Parity
Bonds. All interest earned and income derived by virtue of such
investments shall remain in the Revenue Bond Fund and be used to
meet the required deposits into any account therein.
E. Sufficiency of Revenues. The City Council hereby
finds that in fixing the amounts to be paid into the Revenue Bond
Fund out of the Revenue of the System, it has exercised due
regard for the Costs of Maintenance and Operation and has not
obligated the City to set aside and pay into such Fund a greater
amount of such Revenue than in its judgment will be available
over and above the Costs of Maintenance and Operation.
Section 9. Provision for Defeasance of the Bonds. In
the event that cash and /or direct noncallable obligations of the
United States of American Department of the Treasury, (including
obligations issued or held in book -entry form), maturing or
having guaranteed redemption prices at the option of the holder
at such time or times and bearing interest to be earned thereon
in such amounts as are sufficient (together with any resulting
cash balances) to redeem and retire part or all of the Bonds in
accordance with their terms, are hereafter irrevocably set aside
in a special account and pledged to effect such redemption and
retirement, then no further payments need be made into the
Revenue Bond Fund or any account therein for the payment of the
principal of and interest on the certain Bonds so provided for
and such Bonds shall then cease to be entitled to any lien,
benefit or security of this ordinance, except the right to
receive the funds so set aside and pledged, and such Bonds shall
no longer be deemed to be outstanding hereunder.
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Section 10. Bond Covenants.
A. Maintenance and Operation. The City shall at all
times maintain, preserve and keep the properties of the System in
good repair, working order and condition and will from time to
time make all necessary and proper repairs, renewals, replace-
ments, extensions and betterments thereto, so that at all times
the business carried on in connection therewith will be properly
and advantageously conducted, and the City will at all times
operate or cause to be operated said properties of the System and
the business in connection therewith in an efficient manner and
at a reasonable cost.
B. Rate Covenant. The City shall establish, maintain
and collect rates and charges for the use of the services and
facilities of and all commodities sold, furnished or supplied by
the System, which shall be fair and nondiscriminatory and shall
adjust such rates and charges from time to time so that:
(1) The Revenue of the System will at all times
be sufficient (a) to pay the Costs of Maintenance and
Operation, (b) to pay the principal of and interest on the
Parity Bonds, as and when the same shall become 'due and
payable, (c) to make adequate provision for the payment of
any Term Bonds, (d) to make when due all payments which the
City is obligated to make into the Reserve Account and all
other payments which the City is obligated to make pursuant
to this Ordinance, and (e) 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 which the City may now or hereafter
become obligated to pay from the Revenue of the System by
law or contract; and
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(2) The Net Revenue in each calendar year will be
at least equal to 1.30.times the Average Annual Debt Service
on all outstanding Parity Bonds, calculated as of
December 31 of the preceding calendar year.
C. Payment of Costs of Maintenance and Operation.
After making or providing for the monthly payments from the
Revenue Fund as required by Section 7 hereof, there shall be
maintained in the Revenue Fund sufficient moneys to enable the
City to meet the Costs of Maintenance and Operation of the System
on a current basis.
D. 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,
provision is made for the payment into the Revenue Bond Fund of
cash or "Government Obligations," as now or hereafter defined in
RCW Ch. 39.53, as amended, or its successor statute, if any,
sufficient together with interest to be earned thereon to pay the
principal of and interest on the then outstanding Parity Bonds,
nor will it sell or otherwise dispose of any part of the useful
operating properties of the System unless such facilities are
replaced or provision is made for payment into the Revenue Bond
Fund of the greatest of the following:
(1) An amount which 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 Revenue Bond
Fund and accounts therein) that the Revenue from the portion
of the System sold of disposed of for the preceding year
bears to the total Net Revenue for such period; or
(2) An amount which will be in the same
proportion to the net amount of Parity Bonds then
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outstanding (as defined above) 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
(3) An amount which will be in the same
proportion to the net amount of Parity Bonds then
outstanding (as defined above) that the depreciated cost
value of the facilities sold or disposed of bears to the
depreciated cost value of the entire System immediately
prior to such sale or disposition.
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 Reserve Account in the Revenue Bond Fund.
Notwithstanding any other provision of this subsection D 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 which shall have 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
Revenue Bond Fund.
E. Liens or Encumbrances. The City will not at any
time create or permit to accrue or to exist any lien or other
encumbrance or indebtedness upon the System or the Revenue of the
System, or any part thereof, prior or superior to the lien
thereon for the payment of the Parity Bonds, and will pay and
discharge, or cause to be paid and discharged, any and all lawful
claims for labor, materials or supplies which, if unpaid, might
become a lien or charge upon the Revenue of the System, or any
part thereof, or upon any funds in the hands of the City, prior
to or superior to the lien of the Parity Bonds, or which might
impair the security of the Parity Bonds.
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F. Insurance. The City will keep the works, plants
and facilities comprising the System insured, and will carry such
other insurance, with responsible insurers, with policies payable
to the City, against risks, accidents or casualties, at least to
the extent that insurance is usually carried by private corpora-
tions operating like properties, or will implement a self -
insurance program with reserves adequate, in the judgment of the
Council, to protect the City and the holders of the Bonds against
loss. In the event of any loss or damage, the City will promptly
repair or replace the damaged portion of the insured property or
apply the proceeds of any insurance policy for that purpose; or
in the event the City should determine not to repair or
reconstruct such damaged portion of the properties of the System,
the proceeds of such insurance shall be paid into the Reserve
Account to the extent that such transfer shall be necessary to
make up any deficiency in said Reserve Account and the balance,
if any, shall, at the option of the City, be used either for
repairs, renewals, replacements, or capital additions to the
System, for the redemption of Parity Bonds, or for deposit into
the Reserve Account.
G. Books and Accounts. The City shall keep proper
books of account in accordance with any applicable rules and
regulations prescribed by the State of Washington. On or before
ninety (90) days after each fiscal year of the City's operation
of the System, the City will prepare or cause to be prepared an
operating statement of the System for such preceding fiscal year.
Each such statement shall contain a statement in detail of the
Revenue of the System, necessary and current expenses of
operation and maintenance, repairs, administrative expenses and
expenditures for capital purposes of the System for such fiscal
year, shall contain a statement as of the end of such year
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showing the status of all the funds and accounts created by the
various ordinance pertaining to the operation of the System and
authorizing the issuance of outstanding bonds payable from the
Revenue of the System. Copies of such statement shall be placed
on file in the office of the City Clerk and shall be open to
inspection at any reasonable time by any holder of outstanding
Parity Bonds. All expenses incurred in the maintenance of such
books and accounts and the preparation of such statement may be
regarded as an expense of operation of the System.
H. No Free Service. Except to the extent required by
law, the City will not furnish or supply or permit the furnishing
or supplying of any commodity, service or facility furnished by
or in connection with the operation of the System, free of charge
to any person, firm or corporation, public or private, so long as
any Bonds are outstanding and unpaid.
I. Additions and Improvements. The City will not
expend any of the revenues derived by it from the operation of
the System or the proceeds of any indebtedness payable from the
Revenue of the System for any extensions, betterments or improve-
ments to the System which are not legally required or
economically sound, and which will not properly and
advantageously contribute to the conduct of the business of the
System in an efficient manner.
J. Collection of Delinquent Accounts. The City will,
on or before April 1 of each calendar year, determine all
accounts that are delinquent and will take all necessary action
to enforce payment of such accounts against those property owners
whose accounts are delinquent.
K. Tax Exemption. The City hereby covenants that it
will not make any use of the proceeds from the sale of the Bonds
or any other moneys or obligations of the City which may be
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deemed to be proceeds of such Bonds pursuant to Section 148(a) of
the Code and the applicable regulations thereunder which will
cause the Bonds to be "arbitrage bonds" within the meaning of
said section of the Code and said regulations at the time of such
use. The City will comply with the applicable requirements of
Section 148(a) of the Code and the applicable regulations
thereunder throughout the term of the Bonds. The City covenants
that it will not act or fail to act in a manner which will cause
the Bonds or the 1984 Bonds to be considered obligations not
described in Section 103(a) of the Code.
The City will take no actions and will make no use of the
proceeds of the Bonds or any other funds held under this
Ordinance which would cause any Bonds to be treated as a "private
activity bond" as defined in Section 141 of the Code then in
effect.
Section 11. Issuance of Future Parity Bonds. The City
hereby further covenants and agrees with the owners and holders
of each of the Bonds for as long as any of the same remain
outstanding that the City will not issue any bonds or other
obligations having a greater or equal priority of lien upon the
Revenue of the System to pay and secure the payment of the
principal of and interest on such bonds or other obligations than
the lien created upon the Revenue of the System to pay and secure
the payment of the principal of and interest on the Bonds except
as follows:
A. The City reserves the right to issue Future Parity
Bonds for the purposes of
First, providing funds to acquire, construct,
reconstruct, install, or replace any equipment, facilities,
additions, betterments, or other capital improvements to the
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System for which it is authorized by law to issue revenue
bonds, or
Second, refunding at or prior to their maturity,
any revenue warrants, or outstanding revenue bonds or other
obligations payable out of the Revenue of the System.
The City also reserves the right, in issuing such Future Parity
Bonds, to pledge that payments will be made out of the Revenue of
the System and into the Revenue Bond Fund and the Reserve Account
therein to pay and secure the payment of the principal of and
interest on such Future Parity Bonds on a parity with the
payments required herein to be made out of such Revenue into such
Fund and 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) At the time of the issuance of any future
Parity Bonds there is no deficiency in the Revenue Bond Fund
or the Reserve Account.
(2) The principal of and interest on the future
Parity Bonds shall be payable out of the Revenue Bond Fund
and the requirements for Reserve Account payments in Sec-
tion 8 hereof shall be met.
(3) Prior to the delivery of any Parity Bonds the
City shall have on file in the office of the Clerk of the
City a certificate of an independent professional engineer
or certified public accountant dated not earlier than 90
days prior to the date of delivery of such future Parity
Bonds and showing that the Net Revenue, determined and
adjusted as hereinafter provided for each calendar or fiscal
year after the issuance of such Parity Bonds (the "Adjusted
Net Revenue ") will equal at least 1.30 times the Annual Debt
Service in such year.
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The Adjusted Net Revenue shall be the Net Revenue for a
period of any twelve consecutive months out of the twenty -four
months immediately preceding the date of delivery of such
proposed Parity Bonds as adjusted by such engineer or accountant
to take into consideration changes in Net Revenue estimated to
occur under one or more of the following conditions for each year
after such delivery for so long as any Parity Bonds, including
the Parity Bonds proposed to be issued, shall be outstanding:
(a) any increase or decrease in Net Revenue which
would result if any change in rates and charges adopted
prior to the date of such certificate and subsequent to the
beginning of such twelve month period, had been in force
during the full twelve month period;
(b) any increase or decrease in Net Revenue
estimated by such engineer or accountant to result from any
additions, betterments and improvements to and extensions of
any facilities of the System which (i) became fully
operational during such twelve month period, (ii) were under
construction at the time of such certificate or (iii) will
be constructed from the proceeds of the Parity Bonds to be
issued;
(c) the additional Net Revenue which would have
been received if any customers added to the System during
such twelve month period were customers for the entire
period.
Such engineer or accountant shall base his certification
upon, and his certificate shall have attached thereto, financial
statements of the System audited by the State Examiner (unless
such an audit is not available for a twelve -month period within
the preceding twenty -four months) and certified by the City
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Treasurer, showing income and expenses for the period upon which
the same is based.
The certificate of such engineer or accountant shall be
conclusive and the only evidence required to show compliance with
the provisions and requirements of this subsection A(3). '
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 and the issuance of such refunding Parity Bonds results in
a debt service savings and does not require an increase of more
than $5,000 in any year for principal and interest on such
refunding Parity Bonds, the certificate required by subsection
A(3) of this section need not be obtained.
B. Nothing herein contained shall prevent the City
from issuing revenue bonds or other obligations which are a
charge upon the Revenue of the System junior or inferior to the
payments required by this Ordinance to be made out of such
Revenue into the Revenue Bond Fund and Reserve Account to pay and
secure the payment of any outstanding Parity Bonds.
C. Nothing herein contained shall prevent the City
from issuing revenue bonds secured by Revenue of the System to
refund maturing Parity Bonds for the payment of which moneys are
not otherwise available.
Section 12. Payment of Arbitrage Rebate.
A. General Rule. The City will pay to the United
States of America in accordance with the provisions of this
Section (i) at least 90 percent of the Rebatable Arbitrage with
respect to the Bonds as of each Installment Computation Date, and
(ii) 100 percent of the Rebatable Arbitrage with respect to the
Refunding Bonds as of the Final Computation Date.
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B. Computation of Rebatable Arbitrage. The Rebatable
Arbitrage with respect to the Bonds computed in accordance with
the Rebate Computation Certificate and, as of each Computation
Date, will be the excess of:
(a) The future value of all Nonpurpose Receipts
with respect to the Bonds; over
(b) The future value of all Nonpurpose Payments
with respect to the Bonds.
The future value will be computed as of each Computation Date.
C. Payment Procedure. The payment of Rebatable
Arbitrage due as of each Installment Computation Date will be
paid no later than the date that is 60 days after the Installment
Computation Date.
The payment of Rebatable Arbitrage due as of the Final
Computation Date will be paid no later than the latest of (a) the
date that is 60 days after the Final Computation Date, (b) the
date that is 8 months after the date of issuance of the Bonds,
(c) the date 60 days after the earlier of the date that the City
no longer expects to spend gross proceeds of the Bonds within 6
months of the date of issuance of the Bonds or 12 months after
the date of issuance of the Bonds.
Each payment of Rebatable Arbitrage will be made to the
Internal Revenue Center, Philadelphia, Pennsylvania 19225 and
will be accompanied by the appropriate IRS Form.
D. Other Methodology. Notwithstanding this Section
12, payments of Rebatable Arbitrage will be made in accordance
with instructions provided by bond counsel if necessary to
maintain the Federal income tax exemption for interest payments
made on the Bonds.
Section 13. Construction Fund. There is hereby created a
special fund of the City to be known as the "1990 Solid Waste
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Utility Construction Fund" (the "Construction Fund "). Certain
proceeds of the Bonds, as set forth in Section 14 of this
Ordinance, shall be paid into such Construction Fund and utilized
to pay costs of the acquisition, construction and installation of
the Project, and costs incidental thereto, and all costs incurred
in connection with the issuance and sale of the Bonds, and for
repaying any advances hereafter made on account of such costs.
Bond proceeds not immediately needed to pay Project costs
may be deposited in or with such institutions or invested in
legal investments which will mature prior to the date on which
the money so invested shall be needed. All interest earned and
income or profits derived by virtue of such investments shall
remain in the Construction Fund and be used for the Project
purposes; provided, however, that moneys in the Construction Fund
may be used to pay Rebatable Arbitrage, if any, to the extent the
Rebatable Arbitrage is directly attributable to earnings on
moneys in the Construction Fund. Bond proceeds in the
Construction Fund, or income therefrom, not expended upon
completion of the Project, may be used first, to make additions
and betterments to the System as deemed necessary or advisable by
the City Council; second, to pay the principal of and interest on
any Parity Bonds; and third, for such other System expenses as
may be permitted by law and this Ordinance.
Section 14. Defeasance of 1984 Bonds, Disposition of Bond
Proceeds and Authorization of Interfund Transfers.
A. 1990 Advance Refunding Fund. There is hereby
created in the office of the Treasurer a special fund of the
City, to be held by the Trustee, which fund shall be known as the
1990 Refunding Fund (the "Refunding Fund "). The Refunding Fund
shall be funded with the proceeds of the Refunding Bonds and
other moneys as hereinafter set forth, and shall be drawn upon as
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hereinafter set forth solely for the purpose of paying the
principal of, and premium and interest on, the 1984 Bonds.
Moneys in the Refunding Fund shall be used immediately upon
receipt thereof to defease the 1984 Bonds and discharge the other
obligations of the City under Ordinance No. 2313 with respect to
the 1984 Bonds, by providing for the payment of the principal of,
premium and interest thereon as hereinafter set forth in this
section. The City shall defease the 1984 Bonds and discharge
such obligations by the use of moneys in the Refunding Fund to
purchase certain Acquired Obligations (more particularly
described in the Escrow Agreement), 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:
(a) Interest which will become due and payable on
and before October 1, 1992, on the 1984 Bonds.
(b) The principal payable on and before October
1, 1992, for the 1984 Bonds.
(c) The redemption premium payable on October 1,
1992, for the 1984 Bonds redeemed on such date.
Such Acquired Obligations shall be purchased at a yield
permitted by the Code and regulations relating to acquired
obligations in connection with refunding bond issues.
Such beginning cash balance and Acquired Obligations shall
be irrevocably deposited in the Refunding Fund with the Trustee
pursuant to the Escrow Agreement. Any amounts described in
subparagraphs (a), (b) and (c) of this section which are not
provided for in full by such beginning cash balance and the
purchase and deposit of the Acquired Obligations described in
this section shall be provided for by the irrevocable deposit of
the necessary amount out of the proceeds of sale of the Refunding
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KR100 90/06/27
Bonds or any other monies of the City legally available therefor
with the aforesaid Trustee. The proceeds of the Refunding Bonds
remaining in the Refunding Fund 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.
Such necessary beginning cash balance and Acquired Obliga-
tions shall be deposited in trust in the Refunding Fund with the
Trustee pursuant to the Escrow Agreement. Such beginning cash
and Acquired Obligations are hereby irrevocably pledged to be
held and applied solely for the payment of the principal, premium
and interest due and to become due on the 1984 Bonds, provided,
however, that the City may from time to time transfer, or cause
to be transferred, from the Refunding Fund to the Revenue Fund
any moneys not required for payment of the principal, premium and
interest due and to become due on the 1984 Bonds upon securing:
(1) A verification by a nationally -
recognized certified public accounting firm which shall be
satisfactory to Bond Counsel to the City that the moneys and
Acquired Obligations on deposit after such transfer will be
sufficient to effect the refunding of the 1984 Bonds as set
forth herein and in the Escrow Agreement.
(2) An opinion from Bond Counsel that such
transfer (i) is permitted by this Ordinance and Ordinance
No. 2313; and (ii) shall not affect the tax - exempt status of
the Bonds or the 1984 Bonds.
The City reserves the right to substitute other securities
for the Acquired Obligations in the event it may do so pursuant
to Section 148 of the Code and applicable regulations thereunder,
upon compliance with the following conditions:
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(1) The securities to be substituted are
direct noncallable obligations of the United States of
America.
(2) The City obtains a verification by a
nationally- recognized certified public accounting firm which
shall be satisfactory to Bond Counsel and the City that such
securities bear such interest and mature at such times and
in such amounts as to fully replace the Acquired Obligations
for which they are substituted,
with Acquired Obligations and
payment of the amounts specified
above.
and to provide, together
cash remaining,
for the
in items (a), (b) and (c)
(3) The City obtains an opinion from Bond
Counsel that such substitution (i) is permitted under this
Ordinance and Ordinance No. 2313; and (ii) shall not affect
the tax - exempt status of the Bonds or the 1984 Bonds.
B. Disposition of Bond Proceeds and Interfund
Transfers. The proceeds of the Bonds shall be deposited as
follows:
(1) That amount which, together with the amounts
in paragraphs B.(ii) and (iii) below and any necessary
beginning cash balance, is needed for the purchase of the
Acquired Obligations required for the advance refunding of
the 1984 Bonds (in accordance with this Ordinance, the
Escrow Agreement, and Section 7 of Ordinance No. 2313 of the
City), shall be deposited with the Trustee and credited to
the Refunding Fund.
(2) The amount equal to the interest accruing on
the Bonds from July 1, 1990, to the date of their delivery
shall be deposited in the Debt Service Account.
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(3) The balance of the proceeds of the Bonds
remaining after the application of proceeds pursuant to
Subparagraphs B(1) -(2) of this Section shall be deposited in
the Construction Fund and shall be applied towards construc-
tion, acquisition, installation and equipping of the
Project, including the reimbursement of any City funds which
have heretofore been drawn upon to pay costs of the Project
described in Section 3 hereof, and to pay the costs of
issuance of the Bonds, including but not limited to the fees
and costs of Preston Thorgrimson Shidler Gates & Ellis, bond
counsel to the City.
At the time of the delivery of the Bonds and prior to the
application of the proceeds of the Bonds, the Treasurer is hereby
authorized and directed to make the following interfund
transfers:
(i) To the Reserve Account, all monies on hand in
the 1984 Reserve Account shall, to be applied towards
meeting the requirements of Section 8.B of this Ordinance.
The 1984 Reserve Account shall thereafter be closed.
(ii) To the Refunding Fund, all monies on hand in
the 1984 Debt Service Account, to be applied toward the
purchase of the Acquired Obligations, and any necessary
beginning cash balance sufficient for the advance refunding
of the 1984 Bonds, in accordance with the Escrow Agreement,
and Section 7 of Ordinance No. 2313. The 1984 Revenue Bond
Fund and Debt Service Account therein shall thereafter be
closed.
(iii) To the Refunding Fund, from money of any
fund of the City and investments, an amount which, together
with the proceeds of the Bonds transferred to the Refunding
Fund and amounts transferred to the Refund Fund pursuant to
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paragraph B(ii) above, is necessary to provide for the
purchase of the Acquired Obligations, and any necessary
beginning cash balance, sufficient for the advance.refunding
of the Refunded 1984 Bonds, in accordance with the Escrow
Agreement, and Section 7 of Ordinance No. 2313.
The deposits and interfund transfers specified in this
subsection B may be changed to include modifications found to be
necessary or advisable by the City and authorized in a
certificate of the Treasurer provided at the time of closing of
the sale of the Bonds.
Section 15. Escrow Agreement Relating to the Refunded
Bonds.
A. In order to carry out the refunding and defeasance
of the 1984 Bonds as provided for in this ordinance, the Mayor
and City Clerk are authorized and directed to execute and deliver
to Seattle -First National Bank as Trustee, an Escrow Agreement
substantially in the form attached to this ordinance as
Exhibit A, with such changes or modifications as the Mayor, with
the advice of Bond Counsel to the City, considers necessary or
advisable. Seattle -First National Bank, Seattle, Washington is
hereby appointed Trustee for the refunding of the 1984 Bonds.
B. The City irrevocably sets aside for and pledges to
the payment of the 1984 Bonds the moneys and securities to be
deposited with the Trustee pursuant to the Escrow Agreement
entered into between the City and the Trustee pursuant to
paragraph A above (hereinafter the "Escrow Agreement") to
accomplish the plan of refunding and defeasance set forth herein
and in the Escrow Agreement. When all of the 1984 Bonds shall
have been redeemed and /or retired, the City may cause to be
transferred from the Refunding Fund to the Revenue Fund any
moneys not required for the purposes set forth above.
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KR100 90/06/27
Section 16. Irrevocable Call for Redemption of Callable
1984 Bonds. The City hereby irrevocably calls for redemption on
October 1, 1992, the 1984 Bonds maturing on an after October 1,
1993, in accordance with Section 4 of Ordinance No. 2313, at a
price of 102% (expressed as a percentage of the principal amount
of the 1984 Bonds to be redeemed) , plus accrued interest to the
date of redemption. Such call for redemption shall be
irrevocable upon the delivery of the Bonds to the initial
purchasers thereof and the final establishment of the Refunding
Fund and delivery of the Acquired Obligations and other funds
specified herein to the Trustee.
The Trustee is hereby authorized and directed to pay to the
Treasurer, or at the direction of the Treasurer to the fiscal
agency or agencies of the State of Washington, sums sufficient to
pay, when due, the payments specified in subparagraphs (a), (b)
and (c) of Section 14 of this Ordinance. All such sums shall be
paid from the moneys and Acquired Obligations deposited with said
Trustee pursuant to Section 14 of this Ordinance, and the income
therefrom and proceeds thereof. All such sums so paid to said
Treasurer shall be credited to the Refunding Fund. All moneys
and Acquired Obligations deposited with said Trustee and any
income therefrom shall be held, invested and applied in
accordance with the provisions of this ordinance, the Escrow
Agreement, and the laws of the State of Washington for the
benefit of the owners of the 1984 Bonds.
The City will take such actions as are found necessary to
see that all necessary and proper fees, compensation and expenses
of the Trustee shall be paid when due.
The Trustee, acting in concert with the Treasurer, is
hereby authorized and directed to provide for the giving of
notice of the redemption of the 1984 Bonds in accordance with the
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provisions of Ordinance No. 2313. The Treasurer is authorized
and requested to provide whatever assistance is necessary to
accomplish such redemption and the giving of notice therefor.
The costs of publication of such notice shall be an expense of
the City.
Section 17. Finding of Defeasance. The Council hereby
finds and determines that the moneys and Acquired Obligations to
be deposited with the Trustee to pay the principal and interest
due and to become due on the 1984 Bonds are sufficient to
discharge and satisfy the obligations of the City under Ordinance
No. 2313 authorizing the issuance of the 1984 Bonds and all
pledges, charges, trusts, covenants and agreements of the City
therein made or provided for with respect to said 1984 Bonds
shall no longer be deemed to be outstanding obligations payable
from the Revenues immediately upon the deposit of such moneys and
Obligations with the Trustee. The 1984 Bonds shall be deemed to
be defeased and no longer outstanding immediately upon the
deposit of such moneys and Acquired Obligations with the Trustee.
Section 18. Bond Form. The Bonds shall be in
substantially the following form:
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KR100 90/06/27
UNITED STATES OF AMERICA
No. $
STATE OF WASHINGTON
CITY OF PORT ANGELES
SOLID WASTE UTILITY REVENUE AND REFUNDING BONDS, 1990
INTEREST RATE:
MATURITY DATE: CUSIP NO:
SEE REVERSE SIDE FOR CERTAIN DEFINITIONS
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
The City of Port Angeles, Washington, a municipal
corporation organized and existing under and by virtue of, the
laws and Constitution of the State of Washington (the "City"),
hereby acknowledges itself to owe and for value received promises
to pay to the Registered Owner identified above, or registered
assigns, on the Maturity Date identified above, the Principal
Amount specified above, unless redeemed prior thereto as provided
herein, together with interest on such Principal Amount from the
date hereof or the most recent date to which interest has been
paid or duly provided for at the Interest Rate set forth above,
payable December 1, 1990, and semiannually thereafter on each
June 1 and December 1 until payment of the principal sum has been
made or duly provided for.
Both principal of and interest on this bond are payable in
lawful money of the United States of America. Principal shall be
paid to the Registered Owner hereof upon presentation and
surrender of this bond at the principal offices of either of the
fiscal agencies of the State of Washington in Seattle, Washington
or New York, New York (collectively, the "Bond Registrar ").
Interest on this bond is payable by check or draft of the Bond
Registrar mailed (on the date such interest is due) to the
Registered Owner hereof at the address appearing on the records
maintained by the Bond Registrar as of the fifteenth (15th) day
of the month preceding the interest payment date.
Reference is hereby made to additional provisions of this
bond set forth on the reverse side hereof and such additional
provisions shall for all purposes have the same effect as if set
forth in this space. Reference also is made to Ordinance No.
of the City, adopted July 3, 1990, (hereinafter, the "Bond
Ordinance ") as more fully describing the covenants with and the
rights of registered owners of the bonds or registered assigns
and the meanings of capitalized terms appearing on the bonds
which are defined in such Bond Ordinance.
This bond shall not be valid or become obligatory for any
purpose or be entitled to any security or benefit under the Bond
Ordinance until the Certificate of Authentication hereon shall
have been manually signed by the Bond Registrar.
It is hereby certified and declared that this bond is issued
pursuant to and in strict compliance with the Constitution and
laws of the State of Washington and ordinances and resolutions of
the City and that all acts, conditions and things required to be
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KR100 90/06/27
done precedent to and in the issuance of this bond and the bonds
of this issue have happened, been done and performed.
IN WITNESS WHEREOF, the City of Port Angeles, Washington,
has caused this bond to be signed on behalf of the City with the
facsimile signature of its Mayor, to be attested by the facsimile
signature of the City Clerk, and the seal of the City to be
reproduced in facsimile or impressed hereon, as of this 1st day
of July, 1990.
[CITY SEAL]
ATTEST:
/s/ facsimile
City Clerk
CITY OF PORT ANGELES, WASHINGTON
By /s/ facsimile
Mayor
CERTIFICATE OF AUTHENTICATION
Date of Authentication:
This bond is one of the bonds described in the within -
referenced Ordinance No. of City of Port Angeles,
Washington, and is one of the Solid Waste Utility Revenue and
Refunding Bonds, 1990, dated July 1, 1990, of such City.
WASHINGTON STATE FISCAL AGENCY, as
Bond Registrar
By /s/
Authorized Officer
ADDITIONAL BOND PROVISIONS
This bond is one of an authorized issue of bonds of the City
of like date and tenor, except as to number, amount, rate of
interest and date of maturity, in the aggregate principal amount
of [$ _ _ ] issued pursuant to the laws of the
State of Washington and ordinances of the City Council of the
City of Port Angeles duly and regularly adopted, including the
Bond Ordinance, for the purpose of providing funds to pay part of
the cost of refunding certain outstanding solid waste utility
revenue bonds of the City and for the purpose of providing funds
to pay part of the cost of the construction and acquisition of
certain additions and betterments to the solid waste utility of
the City.
This bond and the bonds of this issue are payable solely
from the special fund of the City known as the "1990 City of Port
Angeles Solid Waste Utility Revenue Bond Fund" (herein called the
"Revenue Bond Fund ") created by Ordinance No. in the
office of the Treasurer of the City. The City has irrevocably
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KR100 90/06/27
obligated and bound itself to pay into the Revenue Bond Fund out
of the Revenue of the System (as defined in the Bond Ordinance)
or from such other moneys as may be provided therefor certain
amounts necessary to pay and secure the payment of the principal
and interest on such bonds.
The bonds of this issue are not general obligations of the
City.
The City has designated the Bonds as qualified tax - exempt
obligations pursuant to Section 265(b) of the Code.
The bonds of this issue are issued under and in accordance
with the provisions of the Constitution and applicable statutes
of the State of Washington and duly adopted ordinances of the
City. The City hereby covenants and agrees with the owner and
holder of this bond that it will keep and perform all the cove-
nants of this bond and of the Bond Ordinance to be by it kept and
performed, and reference is hereby made to the Bond Ordinance for
a complete statement of such covenants.
The City does hereby pledge and bind itself to set aside
from the Revenue Fund out of the Revenue of the System and to pay
into the Revenue Bond Fund and the accounts created therein the
various amounts required by the Bond Ordinance to be paid into
and maintained in such Fund and accounts, all within the times
provided by the Bond Ordinance.
To the extent more particularly provided in the Bond
Ordinance, said amounts so pledged to be paid into the Revenue
Bond Fund out of said Revenue of the System are hereby declared
to be a prior lien and charge upon such Revenue of the System
superior to all other liens and charges of any kind or nature
except the Costs of Maintenance and Operation (as defined in the
Bond Ordinance) of the System (as defined in the Bond Ordinance)
and equal to any lien or charge that may hereafter be made on
such Revenue of the System to pay and secure the payment of the
principal of and interest on any solid waste utility revenue
bonds of the City or other obligations ranking on a parity with
such bonds which may later be issued on a parity with the bonds
of this issue.
The City has further bound itself to maintain the System in
good repair, working order and condition, to operate the same in
an efficient manner and at a reasonable cost, and to fix,
maintain and collect rates and charges for as long as any of the
bonds of this issue are outstanding that will make available, for
the payment of the Principal thereof and interest thereon as the
same shall become due, Net Revenue (as defined in the Bond
Ordinance) in an amount which will be equal to at least 1.30
times the Average Annual Debt Service (as defined in the Bond
Ordinance).
The City has reserved the right to redeem the bonds of this
issue maturing on or after December 1, 1996, in whole, or in part
(maturity to be selected by the City, and within each maturity to
be selected by lot by the Bond Registrar in such manner as the
Bond Registrar shall determine), on December 1, 1995, or on any
interest payment date thereafter, at a price of par, plus accrued
interest to the date of redemption.
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Notice of any call for redemption shall be given not less
than thirty (30) nor more than sixty (60) days prior to the date
fixed for redemption by first class mail, postage prepaid, to the
registered owner of any bond to be redeemed at the address
appearing on the Bond Register. The requirements of the Bond
Ordinance shall be deemed to have been complied with when notice
is mailed as herein provided, regardless of whether or not it is
actually received by the owner of any bond.
Interest on any bonds so called for redemption shall cease
on such redemption date unless the same shall not be paid in full
upon presentation made pursuant to such call.
Portions of any bond, in installments of $5,000 or any
integral multiple of $5,000, may also be redeemed in accordance
with the schedules set forth above. If less than all of the
principal amount of any bond is redeemed, upon surrender of such
bond at the principal office of the Bond Registrar there shall be
issued to the registered owner, without charge therefor, for the
then unredeemed balance of the principal amount thereof, a new
bond or bonds, at the option of the registered owner, of like
maturity and interest rate in any of the denominations authorized
by the Bond Ordinance.
The bonds of this issue may be transferred only if endorsed
in the manner provided hereon and surrendered to the Bond Regis-
trar. The bonds are interchangeable for bonds of any authorized
denomination of an equal aggregate principal amount and of the
same interest rate and maturity upon presentation and surrender
to the Bond Registrar. Such transfer or exchange shall be
without cost to the Registered Owner. Upon surrender to the Bond
Registrar, bonds are interchangeable for bonds in any authorized
denomination of an equal aggregate principal amount and of the
same interest rate and maturity. The City may deem the person in
whose name this bond is registered to be the absolute owner
hereof for the purpose of receiving payment of the principal of
and interest on the bond and for any and all other purposes
whatsoever.
The Bond Registrar is not required to issue, register,
transfer or exchange any of the bonds during a period beginning
at the opening of business on the twentieth (20th) day next
preceding any interest payment date and ending at the close of
business on the interest payment date, or, in the case of any
proposed redemption of the bonds, after the mailing of notice of
the call of such bonds for redemption.
The pledge of Revenue of the System and other obligations of
the City under the Bond Ordinance may be discharged at or prior
to the maturity or redemption, of the bonds of this issue upon
the making of provisions for the payment thereof on the terms and
conditions set forth in the Bond Ordinance.
The capitalized terms used herein have the meanings set
forth in the Bond Ordinance. Reference is made to the Bond
Ordinance and any and all modifications and amendments thereof
for a description of the nature and extent of the security for
the bonds of this issue, the funds or revenues pledged, and the
terms and conditions upon which such bonds are issued.
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The following abbreviations, when used in the inscription on
the face of the within bond, shall be construed as though they
were written out in full according to applicable laws or regula-
tions.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with
right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - Custodian
(Cust) (Minor)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used although not
listed above.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto
PLEASE INSERT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER
OF TRANSFEREE
(Please print or typewrite name and address, including zip code
of Transferee)
the within bond and
irrevocably constitute
of
all rights thereunder and does hereby
and appoint
, or its successor, as Agent to
transfer said bond on
registration thereof,
premises.
DATED:
the books kept by the Bond Registrar for
with full power of substitution in the
SIGNATURE GUARANTEED:
, 19
NOTE: The signature of this Assign-
ment must correspond with the name
of the registered owner as it
appears upon the face of the within
bond in every particular, without
alteration or enlargement or any
change whatever.
Section 19. Execution and Authentication of the Bonds.
The Bonds shall be signed on behalf of the City by the facsimile
-48- KR100 90/06/27
signature of the Mayor, shall be attested by the facsimile
signature of the City Clerk, and shall have the official
corporate seal of the City impressed or imprinted in facsimile
thereon.
Only such Bonds as shall bear thereon a Certificate of
Authentication in the form hereinbefore recited, manually
executed by the Bond Registrar, shall be valid or obligatory for
any purpose or entitled to the benefits of this Ordinance. Such
Certificate of Authentication shall be conclusive evidence that
the Bonds so authenticated have been duly executed, authenticated
and delivered hereunder and are entitled to the benefits of this
Ordinance.
In case either of the officers of the City who shall have
executed the Bonds shall cease to be such officer or officers of
the City before the Bonds so signed shall have been authenticated
or delivered by the Bond Registrar, or issued by the City, such
Bonds may nevertheless be authenticated, delivered and issued and
upon such authentication, delivery and issuance, shall be as
binding upon the City as though those who signed the same had
continued to be such officers of the City. Any Bond may also be
signed and attested on behalf of the City by such persons as at
the actual date of execution of such Bond shall be the proper
officers of the City although at the original date of such Bond
any such person shall not have been such officer.
Section 20. Lost or Destroyed Bonds. In case the Bonds
or any of them shall be lost, stolen or destroyed, the Bond
Registrar may execute and deliver a new Bond or Bonds of like
amount, date, and tenor to the registered owner thereof upon the
owner's paying the expenses and charges of the City and the Bond
Registrar in connection therewith and upon his /her filing with
the Treasurer and the Bond Registrar evidence satisfactory to
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said Treasurer and Bond Registrar that such Bond or Bonds were
actually lost, stolen or destroyed and of his /her ownership
thereof, and upon furnishing the City and Bond Registrar with
indemnity satisfactory to such Treasurer and Bond Registrar.
Section 21. Designation of Bonds as Qualified Tax - Exempt
Obligations. The City hereby designates the Bonds as qualified
tax - exempt obligations pursuant to Section 265(b) of the Code.
The City does not expect to issue more than $10,000,000 in tax -
exempt obligations during calendar year 1990.
Section 22. Sale of Bonds. The sale of the Bonds to
Piper, Jaffray & Hopwood Incorporated, Seattle, Washington,
pursuant to the Purchase Contract, at such interest rates, with
such maturities, at such price and upon the terms, conditions,
and covenants as set forth in said Purchase Contract and in this
ordinance, is hereby approved, ratified and confirmed.
Section 23. Official Statement; Use of Documents. The
Director of Finance and Administration is authorized and directed
to execute and deliver to the Purchaser copies of an Official
Statement in substantially the form of the Preliminary Official
Statement dated June 22, 1990; provided, however, that the
Director of Finance and Administration is authorized to execute
and deliver to the Purchaser a copy of a final Official Statement
with such changes from the Preliminary Official Statement as the
Director of Finance and Administration, with the approval of Bond
Counsel to the City deems necessary or appropriate. The
Preliminary Official Statement is hereby deemed "final" pursuant
to Rule 15c2 -12 of the Securities and Exchange Commission, except
for prices, interest rates, principal amount per maturity,
underwriters' discount, application of sources and uses of funds,
aggregate principal amount and other information dependent on
these items.
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KR100 90/06/27
Section 24. Temporary Bond. Until the definitive Bonds
are prepared, the City may execute a temporary bond which shall
be typewritten, and which shall be delivered to the purchaser or
purchasers of the Bonds in lieu of definitive Bonds, but subject
to the same provisions, limitations and conditions. The
temporary Bond shall be dated as of the date of the Bonds, shall
be fully registered, shall be in the denomination of the
aggregate principal amount of the Bonds as set forth in the
Purchase Contract, shall be numbered T -1, shall be substantially
of the tenor of such definitive Bonds, but with such omissions,
insertions and variations as may be appropriate to temporary
bonds and shall be signed by the Mayor and City Clerk.
Section 25. Amendments.
A. The Council from time to time and at any time may
pass an ordinance or ordinances supplemental hereof, which ordi-
nance or ordinances thereafter shall become a part of this Ordi-
nance, 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 holders of any Parity Bonds, or to
surrender any right or power herein reserved.
(2) To make such provisions for the purpose of
curing any ambiguities or of curing, correcting or sup-
plementing any defective provision contained in this Ordi-
nance or any ordinance authorizing future Parity Bonds in
regard to matters or questions arising under such
ordinances, as the Council may deem necessary or desirable
and riot inconsistent with such ordinances and which shall
not adversely affect, in any material respect, the interest
of the holders of Parity Bonds.
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Any such supplemental ordinance may be adopted without the
consent of the holders of any Parity Bonds at any time
outstanding, notwithstanding any of the provisions of
subsection B of this section.
B. With the consent of the holders of not less than
65% in aggregate principal amount of the Parity Bonds at the time
outstanding, the Council may pass 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, how-
ever, 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 payment 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 holder of each bond so affected; or
(2) Reduce the aforesaid percentage of
bondholders required to approve any such supplemental
ordinance, without the consent of the holders of all of the
Parity Bonds then outstanding.
It shall not be necessary for the consent of bondholders
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 holders of Parity Bonds outstanding here-
under shall thereafter be determined, exercised and enforced
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KR100 90/06/27
thereunder, subject in all respects to such modification and
amendments, and all 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.
D. Parity Bonds executed and delivered after the
execution of any supplemental ordinance passed pursuant to the
provisions of this section may have a notation as, to any matter
provided for in such supplemental ordinance, and if such
supplemental ordinance shall so provide, new bonds so modified as
to conform, in the opinion of the Council, to any modification of
this Ordinance contained in any such supplemental ordinance, may
be prepared and delivered without cost to the holders of any
affected Parity Bonds then outstanding, upon surrender for
cancellation of such bonds, in equal aggregate principal amounts.
Section 26. Severability. If any one or more of the
covenants or agreements provided in this Ordinance to be
performed on the part of the City shall be declared by any court
of competent jurisdiction to be contrary to law, then such
covenant or covenants, agreement or agreements, shall be null and
void and shall be deemed separable from the remaining covenants
and agreements in this Ordinance and shall in no way affect the
validity of the other provisions of this Ordinance or of any
Parity Bonds.
Section 27. General Authorization. The Mayor, the Treas-
urer, and the Clerk of the City and each of the other appropriate
officers of the City are each hereby authorized and directed to
take such steps, to do such other acts and things, and to execute
such letters, certificates, agreements, papers, financing state-
ments, assignments or instruments as in their judgment may be
necessary, appropriate or desirable in order to carry out the
-53- KR100 90/06/27
terms and provisions of, and complete the transactions contem-
plated by, this Ordinance.
Section 28. Prior Acts. All acts taken pursuant to the
authority of this Ordinance but prior to its effective date are
hereby ratified and confirmed.
Section 29. Effective Date. This Ordinance shall be
effective five days after the date of its publication.
PASSED by the Council of the City of Port Angeles at a
regular meetiiig thereof, held this 3rd day of July, 1990.
CITY OF PORT ANGELES, WASHINGTON
BY per,..
.J
Passed: July 3. 1990
Published:July 10. 1990
It or
-54- KR100 90/06/27
CLERK'S CERTIFICATE
I, the undersigned, the duly chosen, qualified and acting
Clerk of the City of Port Angeles, Washington, and keeper of the
records of the Council of the City (herein called the "Council "),
DO HEREBY CERTIFY:
1. That the attached ordinance is a true and correct copy
of Ordinance No. 2603 of the City (herein called the
"Ordinance "), as finally passed at a meeting of the Council held
on the 3rd day of July, 1990, and duly recorded in my office.
2. That said meeting was duly convened and held in all
respects in accordance with law and to the extent required by
law, due and proper notice of such meeting was given; that a
quorum 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 duly fulfilled, carried out and
otherwise observed, and that I am authorized to execute this
certificate.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the official seal of the City this 5th day of July
C -
, 1990.
(SEAL)
City Clerk, ity of Port
Washington
-55- KR100 90/06/27
EXHIBIT A
ESCROW AGREEMENT
THIS AGREEMENT, made and entered into as of the day of
July, 1990, by and between the City of Port Angeles, Washington
(the "City"), and Seattle -First National Bank, N.A., Seattle,
Washington (the "Trustee ");
W I T N E S S E T H
WHEREAS, the City, pursuant to Ordinance No. 2313, passed on
October 2, 1984, issued and sold its $565,000 Solid Waste Utility
Revenue Bonds, 1984 under date of October 1, 1984, which bonds
are outstanding in the aggregate principal amount of $380,000,
and mature on such date and in such amounts and bear interest
payable semiannually on each October 1 and April 1 as follows:
Maturity Date Principal Interest
(October 1) Amount Rate
1990 $50,000 9.20%
1991 55,000 9.40%
1992 60,000 9.60%
1993 65,000 9.80%
1994 70,000 9.90%
1995 80,000 10.00%
; and
WHEREAS, the City by Ordinance No. , passed on June
19, 1990 (the "Bond Ordinance "), has determined to refund the
outstanding 1984 Bonds (the "1984 Bonds ") by the issuance of its
Solid Waste Utility revenue refunding bonds in the aggregate
principal amount of [$ ] (the "Refunding Bonds "); and
WHEREAS, the City by the Bond Ordinance has further deter-
mined to finance part of the cost of certain improvements and
additions to the solid waste utility system of the City in the
aggregate principal amount of $4,860,000 (the "Project Bonds ");
and
WHEREAS, the City has pursuant to the Bond Ordinance duly
and validly authorized the execution and delivery of the Refund-
A - 1 KR100 90/06/03
ing Bonds and the Project Bonds in a single issue of bonds
designated "City of Port Angeles, Solid Waste Utility Revenue and
Refunding Bonds, 1990" (the
/I
Bonds") issued in the
aggregate principal amount of [$ ]; and
WHEREAS, the Refunding Bonds bear interest payable each
December 1 and July 1, commencing December 1, 1990 and mature on
December 1 in the years and amounts as follows:
Interest
Years Amounts Rates
; and
WHEREAS, the City pursuant to the Bond Ordinance has duly
authorized the execution and delivery of this Agreement and the
irrevocable pledge of the moneys and obligations to be deposited
with the Trustee hereunder to the payment of the 1984 Bonds;
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter contained, and for the benefit of the owners of the
1984 Bonds, the parties hereto covenant and agree as follows:
Section 1. Definitions. Capitalized terms used herein
shall have the same meanings set forth in Section 1 of the Bond
Ordinance, unless the context clearly indicates otherwise.
Section 2. Provisions for Refunding the 1984 Bonds. The
City agrees, simultaneously with the delivery of the Bonds, to
irrevocably deposit with the Trustee $ of the proceeds
of the Refunding Bonds for credit to the Refunding Fund,
together with $ from the 1984 Debt Service Account.
The Trustee shall immediately apply such amounts to
purchase, on behalf of the City, the direct noncallable
obligations described in Appendix A -1 attached hereto (the
"SLGS ") and in Appendix A -2 attached hereto (the "Open Markets ")
(collectively, the Acquired Obligations ") for credit to the
Refunding Fund, and to establish the beginning cash balance in
A - 2 KR100 90/06/03
such Fund. The Acquired Obligations and beginning cash balance
shall be applied by the Trustee to the payment of the principal,
interest and redemption premium due and to become due on the 1984
Bonds in accordance with the schedule set forth in Appendix B
hereof.
The Acquired Obligations and beginning cash balance in the
Refunding Fund shall be held in trust for the security and
benefit of the owners of the 1984 Bonds (subject to the right to
substitute obligations pursuant to Section 14 of the Bond
Ordinance).
The City agrees that it will cause to be delivered to the
Trustee, on or before the delivery of the Bonds to the initial
purchasers thereof, statements setting forth the maturity
schedule of the 1984 Bonds by number, amount, date of maturity
and interest rates, the amount of interest to be paid on each
semiannual interest payment date, the amount of principal to be
paid on each annual principal payment date, and the redemption
price to be paid on the date that any 1984 Bonds are to be
redeemed, together with an opinion of a certified public
accounting firm regarding the sufficiency of the Acquired
Obligations and moneys to be deposited in the Refunding Fund.
The City, by Section 16 of the Bond Ordinance, has irrevo-
cably called the 1984 Bonds maturing on and after October 1,
1993, for redemption and prepayment on October 1, 1992. The call
for redemption and prepayment of such 1984 Bonds shall be
irrevocable upon the delivery of the Bonds to the initial
purchasers thereof. The Trustee, in concert with the Treasurer
of the City, shall provide for mailing of the proper notices of
such redemption and prepayment in accordance with the provisions
of Ordinance No. 2313 authorizing the issuance and sale of the
1984 Bonds.
A - 3 KR100 90/06/03
The City represents to the Trustee that the maturing
principal and interest on the Acquired Obligations, if paid when
due, together with the necessary beginning cash balance, will be
sufficient to pay, when due:
(a) Interest which will become due and payable on and
before October 1, 1992, on the 1984 Bonds; and
(b) The principal payable on and before October 1,
1992, of the 1984 Bonds; and
(c) The redemption premium payable on October 1, 1992,
for the 1984 Bonds redeemed on such date.
Section 3. Disbursements by Trustee. The Trustee shall
present for payment on the due dates thereof the Acquired
Obligations so deposited with it and shall apply the proceeds
derived therefrom and the interest paid thereon in accordance
with the provisions of the Bond Ordinance and this Agreement.
Moneys shall be transferred, in a timely manner, by the Trustee
to the Treasurer of the City or, at the direction of the
Treasurer, to the fiscal agency or agencies of the State of
Washington, in amounts sufficient for the payments specified in
Section 2 of this Agreement.
Section 4. Reports and Notice of Insufficiency. For as
long as any of the 1984 Bonds are outstanding, on or before the
twentieth (20th) day of each December and June, commencing with
the month of December, 1990, the Trustee shall render a statement
as of the last day of the preceding month to the City, which
statement shall set forth the cash and Acquired Obligations held
by the Trustee, any of such Acquired Obligations which have
matured and the amounts received by the Trustee by reason of such
maturity, the interest earned on any of such Acquired
Obligations, a list of any investments or reinvestments made by
the Trustee in other obligations, and the interest and /or
principal derived therefrom, the amounts of cash delivered to the
A - 4
KR100 90/06/03
Treasurer or on his order, and the dates of the use thereof for
the payment of the principal of and interest on the 1984 Bonds as
the same shall become due and payable, and any other transactions
of the Trustee pertaining to its duties and obligations as set
forth herein.
In the event the maturity of principal and interest of the
Acquired Obligations and other money held by the Trustee pursuant
to this Agreement shall at any time be insufficient to make a
payment described in Section 2 of this Agreement, the Trustee
shall give the City prompt notice of such insufficiency, and
shall promptly deliver to the City a written request to deposit
with the Trustee sums sufficient to make such payment.
Section 5. Custody and Safekeeping of Obligations. All
Acquired Obligations and moneys deposited with or received by the
Trustee pursuant to this Agreement, and the principal thereof and
interest thereon and any reinvestments thereof, shall be held in
trust separate and apart from all other funds and investments
held by the Trustee solely for the purposes set forth herein.
The Trustee shall not sell, transfer, assign or hypothecate such
funds, moneys and obligations, except as set forth herein.
The City may, according to the terms of this Section 5,
substitute other securities for the Acquired Obligations and
withdraw funds from the trust hereby created.
The City may from time to time transfer, or cause to be
transferred, from the Refunding Fund to the Revenue Fund any
moneys not required for payment of the principal and interest due
and to become due on the 1984 Bonds upon securing:
(a) a verification by a certified public accounting
firm which shall be satisfactory to bond counsel to the City that
the moneys and Acquired Obligation on deposit after such transfer
will be sufficient to effect the advance refunding of the 1984
A - 5 KR100 90/06/03
Bonds as set forth herein and in Section 14 of the Bond
Ordinance; and
(b) an opinion from Bond Counsel that such transfer
(i) is permitted by the terms of Ordinance No. 2313 of the City,
and (ii) shall not affect the tax - exempt status of the Bonds or
1984 Bonds.
The City reserves the right to substitute other securities
for the Acquired Obligations in the event it may do so pursuant
to Section 148 of the federal Internal Revenue Code of 1986 and
applicable regulations thereunder, upon compliance with the
following conditions:
(a) The securities to be substituted are direct
noncallable obligations of the United States of America.
(b) The City obtains a verification by a certified
public accounting firm which shall be satisfactory to bond
counsel and the City that such securities bear such interest and
mature at such times and in such amounts as to fully replace the
Acquired Obligations for which they are substituted, and to
provide, together with Acquired Obligations and cash remaining,
for the payment of the amounts specified in Section 2, items (a),
(b) and (c) above.
(c) The City obtains an opinion from Bond Counsel that
such substitution (i) is permitted by the terms of Ordinance
No. 2313 of the City, and (ii) shall not affect the tax - exempt
status of the Bonds or 1984 Bonds.
The Trustee agrees to such substitution and withdrawal if
the conditions precedent thereto contained in the Bond Ordinance
are met, provided, that the required legal opinion shall be from
nationally- recognized Bond Counsel.
Section 6. Reinvestment of Proceeds of Acquired
Obligations. The proceeds (principal and interest) and
reinvestment proceeds of any SLGS which are not needed within
A - 6 KR100 90/06/03
five (5) business days of the receipt thereof to make any
required payment as described in Section 2 of this Agreement
shall be reinvested by the Trustee on the date of receipt for the
benefit of the City and the holders and owners of the 1984 Bonds,
as follows:
(a) Such proceeds and reinvestment proceeds shall be
reinvested only in direct noncallable obligations of the United
States purchased at prevailing market prices and for which there
is an established market or in United States Treasury Certifi-
cates, Notes and Bonds - -State and Local Government Series.
(b) Such proceeds and reinvestment proceeds shall be
reinvested at a yield not in excess of zero percent (0 %).
(c) The obligations in which such proceeds are rein-
vested shall mature not later than the date the principal thereof
and interest thereon are needed to make any required payment as
described in Section 2 of this Agreement and as shown in the then
applicable certified public accountant escrow verification.
(d) If such proceeds, together with other moneys on
hand in the Refunding Fund are insufficient to reinvest in the
smallest denomination of such obligations or are required sooner
than the shortest maturity of such obligations, or if obligations
meeting the requirements of (a), (b) and (c) of this Section are
not available, such proceeds shall be held uninvested in the
Refunding Fund, provided that the Trustee's internal rate of
return is not greater than %, or shall be held in cash.
For purposes of this Section, "yield" means that discount
rate which, when computing the present worth of all payments of
principal and interest to be paid on the obligations, produce an
amount equal to the purchase price thereof (which shall be a
market price), with such calculations based upon a 360 -day year
and semiannual compounding.
A - 7
KR100 90/06/03
The proceeds (principal and interest) and reinvestment
proceeds of any Open Markets which are not needed within five (5)
business days of the receipt thereof to make any required payment
as described in Section 2 of this Agreement shall be reinvested
by the Trustee on the date of receipt for the benefit of the City
and the holders and owners of the 1984 Bonds, as follows:
(a) Such proceeds and reinvestment proceeds shall be
reinvested only in direct noncallable obligations of the United
States purchased at prevailing market prices and for which there
is an established market or in United States Treasury
Certificates, Notes and Bonds -- State and Local Government
Series.
(b) Such proceeds and reinvestment proceeds shall be
reinvested at a yield not in excess of zero percent (0 %).
(c) The obligations in which such proceeds are
reinvested shall mature not later than the date the principal
thereof and interest thereon are needed to make any required
payment as described in Section 2 of this Agreement and as shows
no the then applicable certified public accountant verification.
(d) If such proceeds, together with other moneys on
hand in the Refunding Fund are insufficient to reinvest in the
smallest denomination of such obligations or are required sooner
than the shortest maturity of such obligations, or if obligations
meeting the requirements of (a), (b), or (c) are not available,
such proceeds shall be converted to cash or held uninvested in
the Refunding Fund (provided that the Trustee's internal rate of
return is not greater than %), and retained in the trust
in the Refunding Fund until needed to make a required payment
therefrom, or until sufficient moneys are accumulated to permit
the reinvestment thereof.
Section 7. Remission of Funds When 1984 Bonds Paid. At
such time as the Trustee shall receive evidence satisfactory to
A - 8 KR100 90/06/03
it from the City that the 1984 Bonds have been paid in full,
including both the principal thereof and interest thereon, the
Trustee shall deliver forthwith or remit to the City any Acquired
Obligations and moneys held pursuant to this Agreement in the
Refunding Fund.
Section 8. Duties and Obligations of the Trustee. The
duties and obligations of the Trustee shall be as prescribed by
the provisions of this Agreement and the Bond Ordinance, and the
Trustee shall only be responsible for the performance of its
duties and obligations as so specifically set forth and to act in
good faith in the performance thereof, and no implied duties or
obligations shall be incurred by the Trustee other than those
specified herein.
None of the provisions contained in this Agreement shall
require the Trustee to use or advance its own funds or otherwise
incur financial liability in the performance of any of its duties
or the exercise of any of its rights or powers hereunder. The
Trustee shall be under no liability for interest on any funds or
other property received by it hereunder, except as herein
expressly provided.
The Trustee may consult with counsel of its choice, and the
opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken or not taken or
suffered by it hereunder in good faith and in accordance with the
opinion of such counsel.
The Trustee is authorized to comply with the requirements of
this Agreement and is relieved from all liability for so doing
notwithstanding any demand or notice to the contrary by any party
hereto. The Trustee shall not be responsible or liable for any
promise, representation, agreement, condition or stipulation not
herein set forth; for the sufficiency, correctness, genuineness
or validity of any instruments delivered to or deposited with it;
A - 9
KR100 90/06/03
for the form of execution thereof or the identity, authority or
rights of any person executing or depositing the same; or for the
performance or compliance by any party other than the Trustee
with the terms or conditions of any such instruments; for any
loss which may occur by reason of forgeries, false
representations or the exercise of the Trustee's discretion in
any particular manner unless such exercise is negligent or
constitutes willful misconduct.
If any controversy arises between the parties hereto or with
any third person, the Trustee shall not be required to determine
the same or to take any action in the premises, but it may, in
its discretion, institute such interpleader or other proceedings
in connection therewith as it may deem proper, and in following
either course, it shall not be liable, except as provided above.
Section 9.
Compensation of Trustee. The Trustee shall
be paid the sum of $ for services rendered by it
pursuant to the provisions of this Agreement, and such payment is
inclusive of all fees, compensation and expenses of the Trustee;
provided, however, that the Trustee shall be separately
compensated for services performed in connection with any
substitution of Acquired Obligations pursuant to Section 14 of
the Bond Ordinance.
In the event that the Trustee renders any service not
provided for in this Agreement, or the Trustee is made a party to
or intervenes in any litigation pertaining to this Agreement or
institutes interpleader proceedings relative hereto, the Trustee
shall be reasonably compensated by the City for such
extraordinary services and reimbursed for all fees, costs,
liability and expenses (including reasonable attorneys' fees)
occasioned thereby. In no event shall the Trustee be entitled to
payment or reimbursement of any fees, costs, liability or expense
out of the moneys or securities held by it in trust hereunder.
A - 10 KR100 90/06/03
Section 10. Successor Trustee. The obligations assumed
by the Trustee pursuant to this Agreement may be transferred by
the Trustee to a successor; provided, that the Trustee has
presented evidence satisfactory to the City and its bond counsel
that the successor meets the requirements of RCW Chapter 39.53,
as now in effect or hereafter amended, and has assumed all the
obligations of the Trustee under this Agreement, and that all the
Acquired Obligations and moneys held by the Trustee pursuant to
this Agreement have been duly transferred to such successor.
Section 11.
Agreement to Remain in Force. The Trustee
and the City recognize that the holders and owners from time to
time of the 1984 Bonds have a beneficial interest in the Acquired
Obligations and moneys to be held by the Trustee as herein
provided. It is therefore understood and agreed that this
irrevocable Agreement shall not be subject to amendment without
the consent of the holders of the 1984 Bonds except for the
purpose of (1) clarifying any ambiguity herein, or (2) to
strengthen the security of the holders of the 1984 Bonds by means
of revised or additional terms, conditions or covenants, (3) to
strengthen the escrow by placing therein additional moneys or
direct noncallable government obligations, or (4) making any
amendments to the exhibits hereto or textual references herein to
such exhibits necessary in connection with the deposit with the
Trustee of any substitute Acquired Obligations.
Section 12. Notices. All notices or requests required or
permitted to be given hereunder shall, until further notice in
writing, be given in writing at the following addresses:
City of Port Angeles, Washington
321 E. Fifth
Port Angeles, WA 98362
Attn: Director of Finance
A - 11 KR100 90/06/03
Seattle -First National Bank
Attention: Bond Trustee Services
P.O. Box 3586
Seattle, WA 98124
Section 13. Miscellaneous. This Agreement is governed by
Washington law and may not be modified except by a writing signed
by the parties. In the event any one or more of the provisions
contained in this Agreement shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any
other provisions of this Agreement, but this Agreement shall be
construed as if such invalid or illegal or unenforceable
provision had never been contained herein. The headings of this
Agreement are for convenience of reference only and shall not
define or limit the provisions hereof.
Section 14. Notification. In the event that this
Agreement is amended, or if any provision hereof is adjudged to
be severed from this Agreement, notification thereof shall be
sent to:
Moody's Investors Service
Attn: Public Finance Rating Desk/
Refunded Bonds
99 Church Street
New York, NY 10007
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement, all as of the date and year first above written.
ATTEST:
City Clerk
CITY OF PORT ANGELES,
WASHINGTON
A - 12
KR100 90/06/03
SEATTLE -FIRST NATIONAL BANK,
N.A., Seattle, Washington
By
Trust Officer
A - 13
KR100 90/06/03
APPENDIX A -1
(Schedule of SLGS]
Appendix A -1 - 1 KR100 90/06/03
APPENDIX A -2
[Schedule of Open Markets]
Appendix A-2 - 1 KR100 90/06/03
APPENDIX B
[Schedule of Payments of Principal, Interest
and
Premium due on the 1984 Bonds]
Appendix B - 1 KR100 90/06/03
EXHIBIT B
Wiwi ma 4iAliE"EJIGMENSO wive IOW ITC= EXUA"GLI"G
1500 IBM Building
P.O. Box 34930
Seattle, Washington 98124 -1930
206 - 287 -8800
BOND PURCHASE AGREEMENT
RELATING TO
$5,250,000
City of Port Angeles, Washington
Solid Waste Utility Revenue and Refunding Bonds, 1990
City Council
Port Angeles City Hall
321 East 5th
Port Angeles, WA 98362
Ladies & Gentlemen:
Piper, Jaffray & Hopwood Incorporated (the "Purchaser") offers to purchase from Port Angeles,
Washington, (the "Seller") all the aforementioned bonds (the "Bonds "), with delivery and payment at
our office in Seattle, Washington, based upon the covenants, representations and warranties set forth
below. Appendix A, which is incorporated into this Purchase Contract by reference, contains a brief
description of the Bonds, the manner of their issuance, the purchase price to be paid, and the date
of delivery and payment (the "Closing ").
Prior to the Closing, the Seller will approve an Official Statement, and will adopt a
Bond Ordinance (the "Bond Ordinance ") satisfactory in form and substance to the
Purchaser. The Purchaser is authorized by the Seller to use these documents and the
information contained in them in connection with the public offering and sale of the
Bonds.
2. You represent and covenant to the Purchaser that
(a) You have and will have at the Closing the power and authority to enter
into and perform this Purchase Contract, to adopt the Bond Ordinance
and to deliver and sell the Bonds to the Purchaser;
(b) This Purchase Contract and the Bonds do not and will not conflict with
or create a breach or default under any existing Saw, regulation, order
or agreement to which the Seller is subject;
(c) No governmental approval or authorization other than the Bond
Ordinance is required in connection with the sale of the Bonds to the
Purchaser;
(d) This Purchase Contract and the Bonds (when paid for by the
Purchaser) are and shall be at the time of Closing legal, valid, and
binding obligations of the Seller enforceable in accordance with their
terms, subject only to applicable bankruptcy, insolvency or other
similar laws generally affecting creditors' rights;
(e) The Final Official Statement is or shall be accurate and complete in
all material respects as of the date issued and up to the end of the
underwriting period (as such term is defined in Rule 15(o)2 -12 adopted
by the Securities and Exchange Commission on June 28, 1989) with
respect to information obtained from or utilized by officers and
employees of the Seller in the normal course of their duties, and with
respect to information not so obtained or utilized, such Official
Statements are or shall be accurate and complete in all material respects
as of such dates to the knowledge and belief of such officers and
employees, after due review (for purposes of this section (e) the
underwriting period shall be deemed to end as of the date of Closing,
unless Purchaser shall notify Seller to the contrary on or prior to such
date, in which event the underwriting period shall be deemed to
continue until further notice to the Seller from the Purchaser); and
(f) You will assist as necessary in the delivery to the Purchaser within
seven business days of the date hereof sufficient copies of the Official
Statement to enable the undersigned to comply with its obligation
under Rule 15c2 -12 of the Securities and Exchange Commission.
3. (a) From the time of the Seller's acceptance of this Purchase Contract to the date of
Closing, there shall not have been any:
(1) material adverse change in the financial condition or general affairs of Seller;
(ii) event, court decision, proposed law or rule which may have the effect of
changing the federal income tax incident to the Bonds or the contemplated
transactions; or
(iii) international or national crisis, suspension of stock exchange trading or
banking moratorium materially affecting, in Purchaser's opinion, the market
price of the Bonds.
(b) At the Closing, the Seller will deliver or make available to the Purchaser.
(i) The Bonds, in definitive form, duly executed and bearing proper CUSIP
numbers;
(ii) The unqualified approving opinion of Bond Counsel ("Bond Counsel "),
satisfactory to the Purchaser dated the Closing Date, relating to the legality
and tax exempt status of the Bonds and an opinion of Bond Counsel
confirming the enforceability of this Purchase Contract.
(iii) A certificate, dated the date of closing, stating that as of the date of the
Official Statement, the Official Statement did not contain any untrue
statements of a material fact and did not omit to state a material fact required
to be stated therein or necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading;
(iv) Such additional certificates, instruments and other documents including,
without limitation, those set forth in Appendix A as the Purchaser may deem
necessary with respect to the issuance and sale of the Bonds, all in form and
substance satisfactory to the Purchaser.
4. The Seller shall pay the cost of preparing, printing, and executing the Bonds and Official
Statements, the fees and disbursements of Bond Counsel, bond registration fees and
miscellaneous Seller expenses, and the Purchaser will pay all other costs incurred by the
Purchaser in connection with the offering and distribution of the Bonds.
APPENDIX A
DESCRIPTION OF BONDa
a. Purchase Price; $ 98.30 per 5100 par amount, or 98.3% plus accrued interest from July
1, 1990.
b. Denomination; 55,000 or integral multiples thereof.
c. Form: Fully registered as to principal and interest.
d. Interest Payable: Annually on June 1 and December 1 commencing December 1, 1990.
e. Mitgritv Schedule: Bonds shall mature on December 1 In the years set forth below.
f. Interest Rates: The Bonds shall mature and bear interest as follows:
December i, Am Interest Rate
1990 525,000 6.25%
1991 425,000 6.35
1992 455,000 6.45
1993 485,000 6.55
1994 515,000 6.65
1995 550,000 6.75
1996 485,000 6.90
1997 520,000 7.00
1998 555,000 7.10
1999 595,000 7.20
2000 640,000 7.30
The Bonds shall be designated as Project Bonds and Refunding Bonds as follows:
December 1 Proiect Bonds RefundinjBonds
1990 525,000
1991 5360,000 65,000
1992 385,000 70,000
1993 415,000 70,000
1994 440,000 75,000
1995 465,000 85,000
1996 485,000
1997 520,000
1998 555,000
1999 595,000
2000 640,000
g. Redemption; Bonds maturing 1990 through 1995, inclusive are not subject to redemption prior to
maturity.
Bonds maturing on or after December 1, 1996 are subject to redemption at the option
of the City on December 1, 1995 or any interest payment date thereafter, in whole or in part (maturities to
be selected by the City and within a maturity by lot in such manner as the Bond Registrar shall determine)
at par (100%) plus accrued interest, if any, to the date of redemption.
h. Closing Date: On or about July 18, 1990.
i. Mjscellaneoug:
(1) Bond Counsel: Preston Thorgrimson Shidler Gates & Ellis
(2) Offer Expires: 11:00 p.m., PDT, July 3, 1990
5. This Purchase Contract is intended to benefit only the parties hereto, and the Seller's
representations and warranties shall survive any investigation made by or for the Purchaser,
delivery and payment for the Bonds, and the termination of this Purchase Contract. Should
the Purchaser fail (other than for circumstances beyond its control or for reasons permitted
in this Purchase Contract) to pay for the Bonds at Closing, any expenses incurred shall be
borne in accordance with Section 4. Should the Seller fail to satisfy any of the foregoing
conditions or covenants, or if the Purchaser's obligations are terminated for any reason
permitted under the Purchase Contract, then neither Purchaser or Seller shall have any further
obligations under the Purchase Contract, except that any expenses incurred shall be borne in
accordance with Section 4.
6. This offer expires on the date set forth in Appendix A.
Very truly yours,
PIPER, JAFFRAY & HOPWOOD
ACCEPTED BY:
City Council. City of Port Angeles. Washinaton
This 3rd day of July, 1990
BY: - cC)o..A.de4-
Managing Dirac
CITY OF PORT ANGELES, WASHINGTON
SOLID WASTE UTILITY REVENUE AND REFUNDING BONDS, 1990
$5,250,000
ORDINANCE NO. 2603
AN ORDINANCE of the City of Port Angeles,
Washington, adopting and specifying a plan
for making additions and betterments to the
solid waste utility system of the City;
authorizing the issuance and sale of solid
waste utility revenue bonds in the principal
amount not to exceed $5,250,000 for the
purpose of providing part of the funds
required for acquiring, constructing and
installing certain additions and improvements
to the solid waste utility system of the City
and for the purpose of providing funds for
refunding the City's outstanding solid waste
utility revenue bonds, 1984; authorizing the
execution of an escrow agreement related to
such refunding; providing for the payment and
sale of said bonds; and providing the
covenants, terms and conditions under which
such bonds and future parity bonds shall be
issued.
PASSED: July 3, 1990
Prepared by:
PRESTON THORGRIMSON SHIDLER GATES & ELLIS
5400 Columbia Center
701 Fifth Avenue
Seattle, Washington 98104 -7580
TABLE OF CONTENTS*
Page
Recitals 1
Section 1. Definitions 3
Section 2. Findings and Purposes 9
Section 3. Plan of Additions to the System 10
Section 4. Issuance of the City of Port
Angeles Solid Waste Utility Revenue
and Refunding Bonds, 1990 12
Section 5. Bond Registration 14
Section 6. Redemption Prior to Maturity 15
Section 7. Priority of Payments from Revenue
Fund 18
Section 8. Payments into Revenue Bond Fund 20
Section 9. Provision for Defeasance of the
Bonds 25
Section 10. Bond Covenants 26
Section 11. Issuance of Future Parity Bonds 31
Section 12. Payment of Arbitrage Rebate 34
Section 13. Construction Fund 35
Section 14. Defeasance of 1984 Bonds,
Disposition of Bond Proceeds and
Authorization of Interfund
Transfers 36
Section 15. Escrow Agreement Relating to the
Refunded Bonds 41
Section 16. Irrevocable Call for Redemption of
Callable 1984 Bonds 42
Section 17. Finding of Defeasance 43
Section 18. Bond Form 43
Section 19. Execution and Authentication of the
Bonds
48
Section 20. Lost or Destroyed Bonds 49
Section 21. Designation of Bonds as Qualified
Tax - Exempt Obligations 50
* This Table of Contents is not a part of this ordinance.
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KR100 90/06/03
Section 22. Sale of Bonds 50
Section 23. Official Statement; Use of
Documents 50
Section 24. Temporary Bond 51
Section 25. Amendments 51
Section 26. Severability 53
Section 27. General Authorization 53
Section 28. Prior Acts 54
Section 29. Effective Date 54
KR100 90/06/03