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HomeMy WebLinkAbout2688CITY OF PORT ANGELES, WASHINGTON LIMITED TAX GENERAL OBLIGATION BONDS, 1992 ORDINANCE NO. 2688 AN ORDINANCE of the City Council of the City of Port Angeles, Washington, providing for the issuance and sale of limited tax general obligation and refunding bonds of the city in the aggregate principal amount of not to exceed $2,250,000, for the purpose of providing funds to advance refund certain outstanding obligations of the city, to redeem a bond anticipation note of the city, to pay a portion of the costs of certain improvements to the Vern Burton Center in the city, and to pay a portion of the costs of acquiring certain equipment for the police and fire departments of the city; providing the date, form, terms and maturities of said bonds and for tax levies to pay the principal thereof and interest thereon; and approving the sale of such bonds to Piper Jaffray Inc. Approved: April 21, 1992 Prepared by: PRESTON THORGRIMSON SHIDLER GATES & ELLIS Seattle, Washington TABLE OF CONTENTS* Page Section 1. Definitions 4 Section 2. Authorization of Renovation Project and Acquisition of Equipment 6 Section 3. Authorization of Bonds 7 Section 4. Optional Redemption /Purchase 9 Section 5. Notice of Redemption 10 Section 6. Form of Bonds 14 Section 7. Execution of Bonds 19 Section 8. Bond Registrar 19 Section 9. Application of Bond Proceeds 20 Section 10. 1985 Advance Refunding Account 22 Section 11. Call For Redemption of the Refunded Bonds 24 Section 12. Creation of Bond Fund; Pledge of Taxes and Credit 26 Section 13. Defeasance 27 Section 14. Tax Covenants and Designation 28 Section 15. Sale of the Bonds 28 Section 16. Official Statement 29 Section 17. Authorization of Temporary Bonds 29 Section 18. Severability 30 Section 19. Effective Date 30 Exhibit A Form of Escrow Agreement * This table of contents is not a part of this ordinance; it is included for convenience of the reader only. ORDINANCE NO.2688 AN ORDINANCE of the City Council of the City of Port Angeles, Washington, providing for the issuance and sale of limited tax general obligation and refunding bonds of the city in the aggregate principal amount of not to exceed $2,250,000, for the purpose of providing funds to advance refund certain outstanding obligations of the city, to redeem a bond anticipation note of the city, to pay a portion of the costs of certain improvements to the Vern Burton Center in the city, and to pay a portion of the costs of acquiring certain equipment for the police and fire departments of the city; providing the date, form, terms and maturities of said bonds and for tax levies to pay the principal thereof and interest thereon; and approving the sale of such bonds to Piper Jaffray Inc. WHEREAS, the City of Port Angeles, Washington (the "City "), now has outstanding $1,715,000 in principal amount of its Limited Tax General Obligation Bonds, 1985, issued pursuant to Ordinance No. 2346 of the City under date of August 1, 1985 (the "1985 Bonds "), which mature on December 1 in each of the following years in the following amounts and bear interest as follows: and Maturity Years (December 1) Principal Interest Amounts Rates 1992 $ 160,000 8.000 1993 170,000 8.20 1994 185,000 8.40 1995 200,000 8.60 1996 220,000 8.80 1997 240,000 9.00 1998 260,000 9.15 1999 280,000 9.25; WHEREAS, Ordinance No. 2346 of the City authorizing issuance of the 1985 Bonds provides that the 1985 Bonds may be defeased, as provided therein, and provides further that on December 1, 1995, or any interest payment date thereafter, the City may call for redemption prior to their stated maturities the 1985 Bonds maturing on and after December 1, 1996, at a price of par plus accrued interest to the date of redemption; and WHEREAS, after due consideration it appears to the City Council of the City (the "Council ") that the 1985 Bonds maturing on and after December 1, 1996 (the "Refunded Bonds "), may be defeased and refunded by the issuance and sale of limited tax levy general obligation bonds of the City authorized herein (the "Bonds ") so that a substantial savings to the City and its taxpayers will be effected by the issuance of the Bonds and the redemption of Refunded Bonds on December 1, 1995; and WHEREAS, in order to effect such refunding in the manner most advantageous to the City and its taxpayers, it is hereby found necessary and advisable that certain "Acquired Obligations" (hereinafter identified) be purchased from the proceeds of sale of the Bonds and certain moneys in the Bond Fund of the City; and WHEREAS, the City now also has outstanding its Bond Anticipation Note, 1992, in the total principal amount of $224,500, issued pursuant to Ordinance No. 2684 of the City under date of April 9, 1992 (the "1992 Note "), which matures on June 1, 1992, and which the City has pledged to pay and redeem from the proceeds of limited tax levy general obligation bonds, as authorized by Ordinance No. 2684 of the City; and -2- D0T521 92/04/20 WHEREAS, the City wishes to use a portion of the proceeds of the Bonds to pay and redeem the 1992 Note; and WHEREAS, the Council has heretofore authorized renovation of the Vern Burton Community Center at an approximate cost of $500,000 (the "Project ") , and wishes to pay the cost of such renovation from a portion of the proceeds of the Bonds; and WHEREAS, the Council has heretofore authorized the acquisition of police cars for use by the City's police department at an approximate cost of $175,000 and the acquisition of certain emergency medical equipment for use by the City's fire department at an approximate cost of $30,000 (collectively, the "Equipment "), and wishes to pay the cost of acquiring such Equipment from a portion of the proceeds of the Bonds; and WHEREAS, the City is authorized to issue and sell its general obligation bonds for the purposes recited in and authorized by this ordinance without a vote of the electors and upon approval of the Council within statutory limitations; and WHEREAS, the Council finds it necessary and desirable for the City to issue the Bonds for the purposes recited in and authorized by this ordinance and finds further that issuance of the Bonds is within applicable statutory limitations; and WHEREAS, the City has received the offer of Piper Jaffray Inc. to purchase the Bonds on the terms specified herein, and it appears to the Council that it is in the best interest of the City that the City accept such offer; -3- D0T521 92/04/20 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PORT ANGELES, WASHINGTON, DOES ORDAIN, as follows: Section 1. Definitions. As used in this ordinance, the following words shall have the following meanings: "Acquired Obligations" means the investments now or hereafter acquired by the City to effect the defeasance and refunding of the Refunded Bonds. "Bonds" means the City of Port Angeles, Washington, Limited Tax General Obligation Bonds, 1992, issued pursuant to this ordinance. "Bond Fund" means the special fund of the City designated as the Limited Tax General Obligation Bonds, 1992 Redemption Fund authorized to be created pursuant to Section 12 of this ordinance. "Bond Registrar" means the fiscal agency of the State of Washington in either Seattle, Washington, or New York, New York, for the purposes of registering and authenticating the Bonds, maintaining the Bond Register, effecting transfer of ownership of the Bonds and paying interest on and principal of the Bonds. "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. "Code" means the federal Internal Revenue Code of 1986, as amended from time to time, and the applicable regulations there- under. -4- D0T521 92/04/20 "Council" means the duly constituted City Council as the general legislative authority of the City. "Escrow Trustee" means Puget Sound Bank, Tacoma, Washington. "Finance Director" means the Finance Director of the City, or any successor to the functions of the Finance Director. "Government Obligations" means those obligations now or hereafter defined as such in chapter 39.53 RCW; provided that such obligations are indirect obligations or guaranteed by the United States Government or an agency or instrumentality thereof. "1985 Advance Refunding Account" means the account of that name authorized to be established in the office of the City Treasurer pursuant to Section 10 of this ordinance. "1985 Bonds" means the Limited Tax General Obligation Bonds, 1985 of the City, issued under date of August 1, 1985, pursuant to Ordinance No. 2346 of the City, and currently outstanding in the aggregate principal amount of $1,715,000. "1992 Note" means the Bond Anticipation Note, 1992 of the City issued under date of April 9, 1992, pursuant to Ordinance No. 2684 of the City adopted on April 7, 1992. "1992 Note Redemption Fund" means the special fund of that name created pursuant to Ordinance No. 2684 of the City for the purpose of paying and redeeming the 1992 Note. "Refunded Bonds" means the 1985 Bonds maturing on and after December 1, 1996. -5- D0T521 92/04/20 "Treasurer" means the Treasurer of the City, or any successor to the functions of the Treasurer. "Underwriter" means Piper Jaffray Inc., as the initial purchaser of the Bonds. Section 2. Authorization of Renovation Project and Acquisition of Equipment. (a) It is hereby found and declared that the welfare of the people of the City requires that the City undertake certain improvements to the Vern Burton Community Center in the City, and such improvements are hereby authorized, including remodelling of its facility to provide restrooms, meeting rooms and offices as well as gymnasium improvements (the "Project "). The estimated cost of these improvements is declared to be, as nearly as may be determined, $500,000. The costs of all necessary consulting services, inspection and testing, administrative expenses and other costs incurred in connection with the acquisition and construction and financing of such improvements shall be deemed a part of the cost thereof. The City Council shall determine the exact specifications for such improvements. (b) The City has heretofore accepted bids for the purchase of 13 police vehicles for use by the City police department, at an estimated total cost of $175,000, and certain emergency medical aid equipment for use by the City fire department, at an estimated total cost of $30,000 (collectively, the "Equipment "). A portion of the proceeds of the Bonds hereinafter authorized will be used -6- D0T521 92/04/20 to acquire the Equipment and pay a proportionate share of the costs of issuance of the Bonds. (c) If the City Council, by ordinance, shall determine that it has become impractical to undertake all or any portion of the Project or to acquire all or any portion of the Equipment by reason of changed conditions or increased costs, the City shall not be required to undertake or acquire such portions, or the Council may make such changes in the specifications of the Project and Equipment as it shall deem reasonable. If the Project has been completed, or duly provided for, or found to be impractical, and all of the Equipment acquired, or duly provided for, or found to be impractical, the City may apply the Bond proceeds or any portion thereof to other City purposes or to the redemption of the Bonds, as the Council by ordinance and in its discretion shall determine. Section 3. Authorization of Bonds. The City shall now issue and sell its limited tax levy general obligation bonds in the principal amount of not to exceed $2,250,000 (the "Bonds ") in order to provide funds necessary for refunding the Refunded Bonds (and thereby effecting a substantial savings to the City and its taxpayers), paying and redeeming the 1992 Note, acquiring the Equipment, completing the Project, and paying the costs of issuance of the Bonds. The exact principal amount of the Bonds shall be as set forth in the purchase offer described in Section 15 hereof. The Bonds shall be designated "City of Port Angeles, Washington, Limited Tax General Obligation and Refunding Bonds, -7- D0T521 92/04/20 1992," shall be dated May 1, 1992, shall be fully registered as to both principal and interest, shall be in the denomination of $5,000 each, or any integral multiple thereof, provided that no Bond shall represent more than one maturity, shall be numbered separately in such manner and with any additional designation as the Bond Registrar deems necessary for purposes of identification, and shall bear interest from their date payable on the first days of each June and December, commencing on December 1, 1992 at the per annum interest rates set forth in the offer to purchase the Bonds referred to in Section 15 hereof, and shall mature on December 1 of the years and in the principal amounts set forth in such purchase offer. The Bonds shall be in registered form as to both principal and interest. The Bond Registrar shall maintain the Bond Register. Such Bond Register shall contain the name and mailing address of the owner of each Bond or nominee of such owner and the principal amount and number of Bonds held by each owner or nominee. Upon surrender thereof to the Bond Registrar, the Bonds are interchangeable for Bonds in any authorized denomination of an equal aggregate principal amount and of the same interest rate and maturity. Bonds may be transferred only if endorsed in the manner provided thereon and surrendered to the Bond Registrar. Such exchange or transfer shall be without cost to the owner or transferee. -8- D0T521 92/04/20 Both principal of and interest on the Bonds shall be payable in lawful money of the United States of America. Interest on the Bonds shall be paid by check or draft mailed (on the date such interest is due) to the registered owners or assigns at the addresses appearing on the Bond Register as of the 15th day of the month preceding the interest payment date. Principal of the Bonds shall be payable upon presentation and surrender of the Bonds by the registered owners at the principal offices of either of the fiscal agencies of the State of Washington in the cities of Seattle, Washington, or New York, New York, at the option of such owners. Section 4. Optional Redemption /Purchase. (a) Optional Redemption. The Bonds maturing on or after December 1, 2002, are subject to redemption at the option of the City on or after December 1, 2001, in whole at any time, or in part (with maturities to be selected by the City and by lot within a maturity in such manner as the Bond Registrar shall determine) on any interest payment date, at a price of par plus accrued interest to the date of redemption. If Bonds are called for optional redemption, portions of the principal amount of such Bonds, in installments of $5,000 or any integral multiple of $5,000, may be redeemed. If less than all of the principal amount of any Bond is redeemed, upon surrender of such Bond at the principal office of the Bond Registrar there shall be issued to the registered owner, without charge therefor, for the -9- D0T521 92/04/20 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 denomination authorized by this ordinance. (b) Redemption. The Bonds maturing on December 1, 2012, if not previously redeemed pursuant to the optional redemption provisions hereof, shall be called for redemption prior to maturity by lot (in such manner as the Bond Registrar shall determine) at a price of par plus accrued interest on December 1 in the years 2008 through 2012, inclusive, from amounts credited to the Bond Redemption Fund in the principal amounts set forth in the purchase contract described in Section 15. (c) Purchase of Bonds on Open Market. The City also reserves the right to purchase any of the Bonds in the open market at any time at a price deemed reasonable by the City. Section 5. Notice of Redemption. Unless waived by any owner of Bonds to be redeemed, official notice of any such redemption shall be given by the Bond Registrar on behalf of the City by mailing a copy of an official redemption notice by first class mail at least 30 days and not more than 60 days prior to the date fixed for redemption to the registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Bond Registrar. All official notices of redemption shall be dated and shall state: -10- D0T521 92/04/20 (a) the redemption date, (b) the redemption price, (c) if less than all outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed, (d) 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 (e) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal office of the Bond Registrar. On or prior to any redemption date, the City shall deposit with the Bond Registrar an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Bond Registrar at the redemption price. Installments of interest due on or prior to the redemption date D0T521 92/04/20 shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered owner a new Bond or Bonds of the same maturity in the amount of the unpaid principal. All Bonds which have been redeemed shall be cancelled and destroyed by the Bond Registrar and shall not be reissued. In addition to the foregoing notice, further notice shall be given by the City as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. (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 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 registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds (such depositories now being The Depository Trust Company of New York, New York, -12- D0T521 92/04/20 Midwest Securities Trust Company of Chicago, Illinois, Pacific Securities Depository Trust Company of San Francisco, California and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and shall be sent to one or more national information services that disseminate notices of redemption of obligations such as the Bonds (such as Moody's Investors Service and Standard & Poor's Corporation at their respective offices in New York, New York) and to the Underwriter or to its business successor, if any, and to such persons and with such additional information as the Finance Director or Treasurer shall deem appropriate, but such mailings shall not be a condition precedent to the redemption of such Bonds. (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 identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. The foregoing notice provisions of this Section 5, including but not limited to the information to be included in redemption notices and the persons designated to receive notices, may be amended by additions, deletions and changes in order to maintain compliance with duly promulgated regulations and recommendations regarding notices of redemption of municipal securities. -13- D0T521 92/04/20 The City reserves the right to purchase any of the Bonds in the open market at any time at a price deemed reasonable to the City. Section 6. Form of Bonds. The Bonds shall be in substan- tially the following form: UNITED STATES OF AMERICA NO. $ STATE OF WASHINGTON CITY OF PORT ANGELES LIMITED TAX GENERAL OBLIGATION AND REFUNDING BOND, 1992 INTEREST RATE: MATURITY DATE: CUSIP NO.: SEE REVERSE SIDE FOR CERTAIN ADDITIONAL PROVISIONS Registered Owner: Principal Amount: THE CITY OF PORT ANGELES, WASHINGTON (the "City "), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns, on the Maturity Date identified above, the Principal Amount indicated above and to pay interest thereon from May 1, 1992, or the most recent date to which interest has been paid or duly provided for until payment of this bond at the Interest Rate set forth above, payable on the first days of each June and December, commencing on December 1, 1992. Both principal of and interest on this bond are payable in lawful money of the United States of America. Interest shall be paid by mailing a check or draft (on the date such interest is due) to the Registered Owner or assigns at the address shown on the Bond Register as of the 15th day of the month prior to the interest payment date. Principal shall be paid to the Registered Owner or assigns upon presentation and surrender of this bond at the principal office of the fiscal agencies of the State of Washington in either Seattle, Washington or New York, New York (collectively the "Bond Registrar "). -14- D0T521 92/04/20 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. 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 Ordinance No. duly passed by the City Council on April 21, 1992 (the "Bond Ordinance "). This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Bond Registrar. It is hereby certified that all acts, conditions and things required by the Constitution and statutes of the State of Washington to exist, to have happened, been done and performed precedent to and in the issuance of this bond have happened, been done and performed and that the issuance of this bond and the bonds of this issue does not violate any constitutional, statutory or other limitation upon the amount of bonded indebtedness that the City may incur. IN WITNESS WHEREOF, the City of Port Angeles, Washington has caused this bond to be executed by the facsimile signatures of the Mayor and City Clerk and the seal of the City to be imprinted hereon as of this first day of May, 1992. ATTEST: /s/ facsimile City Clerk CITY OF PORT ANGELES, WASHINGTON By /s/ facsimile Mayor ADDITIONAL PROVISIONS This bond is one of an authorized issue of bonds of like date and tenor, except as to number, amount, rate of interest and date of maturity in the aggregate principal amount of $2,250,000, and is issued for refunding certain outstanding limited tax general obligation bonds of the City and for providing funds to acquire certain equipment for City use and to pay the costs of certain improvements to City facilities. -15- D0T521 92/04/20 The bonds of this issue maturing on or after December 1, 2002 are subject to redemption at the option of the City on or after December 1, 2001, in whole at any time, or in part (with maturities to be selected by the City and by lot within a maturity in such manner as the Bond Registrar shall determine) on any interest payment date, at a price of par plus accrued interest to the date of redemption. If not redeemed under the optional redemption provision set forth above, the Bonds maturing in 2012 shall be called for redemption by lot (in such manner as the Bond Registrar shall determine) at par plus accrued interest on December 1 in years and amounts as follows: Year Amount *Final Maturity Notice of any such intended redemption as provided above shall be given no fewer than 30 nor more than 60 days prior to said redemption date by first class mail, postage prepaid, to the Registered Owner of any bond to be redeemed at the address appear- ing on the Bond Register. The requirements of the Bond Ordinance shall be deemed to be complied with when notice is mailed as herein provided, regardless of whether or not it is actually received by the owner of any bond. Interest on any bond so called for redemp- tion shall cease on such redemption date unless the same is not paid in full upon presentation made pursuant to such call. Portions of the principal sum of this bond in installments of $5,000 or any integral multiple thereof may also be redeemed in accordance with the provisions set forth above, and if less than all of the principal sum hereof is to be redeemed, upon the surrender of this bond at the principal office of the Bond Registrar there shall be issued to the Registered Owner, without charge therefor, for the then unredeemed balance of the principal sum hereof, at the option of the owner, a bond or bonds of like maturity and interest rate in any of the denominations authorized by the Bond Ordinance. The bonds of this issue are not "private activity bonds" as such term is defined in the Internal Revenue Code of 1986, as amended (the "Code "). The City has designated the bonds of this issue as "qualified tax - exempt obligations" under Section 265(b) of the Code for banks, thrift institutions and other financial institutions. -16- D0T521 92/04/20 The City hereby irrevocably covenants that it will make annual levies of taxes within and as a part of the tax levy permitted to cities without a vote of the electors upon all of the taxable property in the City in amounts sufficient, together with other monies legally available therefor, to pay the principal of and interest on the bonds of this issue as the same shall become due. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of such taxes and for the prompt payment of such principal and interest. The pledge of tax levies may be discharged prior to maturity of the bonds by making provision for the payment thereof on the terms and conditions set forth in the Bond Ordinance. Bonds are interchangeable for bonds of any authorized denom- ination of equal aggregate principal amount and of the same interest rate and maturity upon presentation and surrender to the Bond Registrar. The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations. UNIF GIFTS (TRANSFERS) MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts (Transfers) to Minors Act (State) Additional abbreviations may also be used though not in the list above. The Bond Registrar's Certificate of Authentication on the Bonds shall be in substantially the following form: CERTIFICATE OF AUTHENTICATION Date of Authentication: This bond is one of the bonds described in the within - mentioned Bond Ordinance and is one of the City of Port Angeles, -17- D0T521 92/04/20 Washington, Limited Tax General Obligation and Refunding Bonds, 1992, dated May 1, 1992. WASHINGTON STATE FISCAL AGENCY as Bond Registrar By Authorized Signer (form of assignment) ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER OF TRANSFEREE (Please print or typewrite name and address, including zip code of Transferee) the within bond and does hereby irrevocably constitute and appoint of , or its successor, as Bond Registrar to transfer said bond on the books kept for registration thereof with full power of substitution in the premises. DATED: SIGNATURE GUARANTEED: NOTE: The signature on this Assignment must correspond with the name of the registered owner as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever. -18- D0T521 92/04/20 Section 7. Execution of Bonds. The Bonds shall be executed on behalf of the City with the manual or facsimile signatures of the Mayor and City Clerk, and the seal of the City shall be impressed or imprinted thereon. Only such Bonds as shall bear thereon a Certificate of Authentication in the form hereinbefore recited, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance. Such Certificate of Authentication shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this ordinance. In case either of the officers who shall have executed the Bonds shall cease to be an officer or officers of the City before the Bonds so signed shall have been authenticated or delivered by the Bond Registrar, or issued by the City, such 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. The Bonds may also be signed and attested on behalf of the City by such persons who are at the actual date of delivery of such Bonds are the proper officers of the City although at the original date of such Bonds any such person shall not have been such officer of the City. Section 8. Bond Registrar. The City hereby adopts the system of registration specified and approved by the Washington -19- D0T521 92/04/20 State Finance Committee. The Bond Registrar shall keep, or cause to be kept, at its principal corporate trust office, sufficient books for the registration and transfer of the Bonds which shall at all times be open to inspection by the City. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver the Bonds transferred or exchanged in accordance with the provisions of such Bonds and this ordinance and to carry out all of the Bond Registrar's powers and duties under this ordinance. The Bond Registrar shall be responsible for its 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 to the extent permitted by law, may act as depositary for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bond owners. Section 9. Application of Bond Proceeds. There has heretofore been created in the office of the Treasurer a special fund of the City known as the "Convention Center Construction Fund" to be used to pay the costs of the Project as authorized in Section 2 hereof (the "Construction Fund "). There has heretofore been created in the office of the Treasurer the 1992 Note Redemption Fund to be used to pay and redeem the 1992 Note in accordance with the provisions of Ordinance No. 2684 and the 1992 Note. -20- D0T521 92/04/20 The moneys derived from the sale of the Bonds shall be applied as follows, provided that the Finance Director shall have the discretion to reallocate the Bond proceeds as necessary to accomplish the purposes of this ordinance: (a) the accrued interest to the date of delivery shall be deposited in the Bond Fund and shall be used to pay the interest on the Bonds coming due on December 1, 1992; (b) There shall be applied as set forth in Section 10 hereof the amount necessary to defease and refund the Refunded Bonds; (c) $224,657 shall be deposited in the 1992 Note Redemption Fund to be applied, together with other moneys available therefor, to pay and redeem the 1992 Note in accordance with the provisions of Ordinance No. 2684 and the 1992 Note; (d) $500,000 shall be deposited in the Construction Fund to be applied to pay the costs of the Project as authorized in Section 2 hereof, including costs necessary and incidental thereto, and for the purpose of reimbursing any fund or funds of the City for advances, if any, made to pay such costs. Other money of the City legally available therefor may be deposited in the Project Fund for the purpose of paying costs of the Project; (e) $238,000 shall be deposited in the appropriate fund or funds of the City to be applied to pay the costs of acquiring the Equipment as authorized in Section 2 hereof, including costs necessary and incidental thereto, and for the purpose of -21- D0T521 92/04/20 reimbursing any fund or funds of the City for advances, if any, made to pay such costs; and (f) the balance of the Bond proceeds shall be deposited in the appropriate fund of the City to be applied to pay the costs of issuance of the Bonds, including costs necessary and incidental thereto. Money on hand in the Construction Fund and the 1992 Note Redemption Fund shall be invested as provided by direction of the Treasurer in legal investments for City funds. Upon completion of the Project, any remaining money in the Construction Fund may be used as provided in Section 2 hereof, and the Construction Fund shall be closed. Upon completion of the acquisition of the Equipment, any Bond proceeds remaining in funds of the City may be used as provided in Section 2 hereof Section 10. 1985 Advance Refunding Account. There authorized to be created in the office of the Treasurer account of the City known as the "1985 Advance Refunding which Account is to be drawn upon for the sole purpose the principal of and interest on the Refunded Bonds and costs related to the refunding of the Refunded Bonds. Out of the proceeds of sale of the Bonds (exclusive of accrued interest thereon, which shall be paid into the City's Debt Servic- e Fund and used to pay interest on the Bonds on May 1, 1992) there shall be credited to the 1985 Advance Refunding Account an amount sufficient to refund and defease the 1985 Bonds. is hereby a special Account," of paying of paying -22- D0T521 92/04/20 Money in the 1985 Advance Refunding Account shall be used immediately upon receipt thereof to defease the Refunded Bonds, by providing for the payment of the principal of and interest thereon as hereinafter set forth in this section, and to pay costs of issuance of the Bonds. The City shall defease the Refunded Bonds and discharge such obligations by the use of money in the 1985 Advance Refunding Account to purchase certain Government Obliga- tions (which obligations so purchased, are herein called "Acquired Obligations "), bearing such interest and maturing as to principal and interest in such amounts and at such times which, together with any necessary beginning cash balance, will provide for the payment of: (a) Interest on the Refunded Bonds which will become due and payable on and before December 1, 1995 (to be paid as the same becomes due and payable); and (b) the redemption price (1000 of the principal amount thereof) of the Refunded Bonds on December 1, 1995. Such Acquired Obligations shall be purchased at a yield not greater than the yield permitted by the Code and regulations relating to acquired obligations in connection with refunding bond issues. The City hereby appoints the corporate trust department of Puget Sound Bank, Tacoma, Washington as the Escrow Trustee for the Refunded Bonds (the "Escrow Trustee "). A beginning cash balance, if any, and Acquired Obligations shall be deposited irrevocably -23- D0T521 92/04/20 with the Escrow Trustee in an amount sufficient to defease the Refunded Bonds. The proceeds of the Bonds remaining in the 1985 Advance Refunding Account after acquisition of the Acquired Obligations and provision for the necessary beginning cash balance shall be utilized to pay expenses of the acquisition and safekeeping of the Acquired Obligations and expenses of the issuance of the Bonds. The City may, from time to time, transfer, or cause to be transferred, from the 1985 Advance Refunding Account any moneys not thereafter required for the purposes set forth in subparagraphs (a) and (b) above or for the payment of expenses. 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 conditions set forth in the Escrow Agreement. Section 11. Call For Redemption of the Refunded Bonds. The City hereby irrevocably sets aside sufficient funds out of the purchase of Acquired Obligations from proceeds of the Bonds to pay interest on the Refunded Bonds which comes due on and prior to December 1, 1995, and to redeem the Refunded Bonds on December 1, 1995. The City hereby irrevocably calls the Refunded Bonds for redemption on December 1, 1995 in accordance with the provisions of Section 3 of Ordinance No. 2346 of the City adopted on June 18, 1985, authorizing the redemption and retirement of the Refunded Bonds prior to their fixed maturities. -24- D0T521 92/04/20 Said defeasance and call for redemption of the Refunded Bonds shall be irrevocable after the final establishment of the escrow account and delivery of the Acquired Obligations to the Escrow Trustee. The Escrow Trustee is hereby authorized and directed to provide for the giving of notice of the redemption of the Refunded Bonds in accordance with the applicable provisions of Ordinance No. 2346. The Bond Registrar 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. The Escrow 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 suffi- cient to pay, when due, the payments specified in subparagraphs (a) and (b) of Section 8 of this ordinance. All such sums shall be paid from the moneys and Acquired Obligations deposited with said Escrow Trustee pursuant to the previous section of this ordinance, and the income therefrom and proceeds thereof. All such sums so paid to said Treasurer shall be credited to the 1985 Advance Refunding Account. All moneys and Acquired Obligations deposited with said bank and any income therefrom shall be held, invested (but only at the direction of the Treasurer) and applied in accordance with the provisions of this ordinance and with the -25- D0T521 92/04/20 laws of the State of Washington for the benefit of the City and owners of the Refunded Bonds. The City will take such actions as are found necessary to see that all necessary and proper fees, compensation and expenses of the Escrow Trustee for the Refunded Bonds shall be paid when due. The proper officers and agents of the City are directed to obtain from the Escrow Trustee an agreement setting forth the duties, obligations and responsibilities of the Escrow Trustee in connection with the redemption and retirement of the Refunded Bonds as provided herein and stating that such provisions for the payment of the fees, compensation and expenses of such Escrow Trustee are satisfactory to it. In order to carry out the purposes of the preceding section of this ordinance and this section, the Mayor is authorized and directed to execute and deliver to Puget Sound Bank, Tacoma, Washington, a copy of such agreement, in substantially the form attached hereto as "Exhibit A" and incorporated herein by this reference. Section 12. Creation of Bond Fund; Pledge of Taxes and Credit. There is hereby authorized to be created in the office of the Treasurer a special fund of the City known as the Limited Tax General Obligation and Refunding Bonds, 1992 Redemption Fund (the "Bond Fund "). The Bond Fund shall be drawn upon for the sole purpose of paying the principal of and interest on the Bonds. -26- D0T521 92/04/20 The City hereby irrevocably covenants that it will make annual levies of taxes upon all of the property in the City subject to taxation within and as a part of the tax levy permitted to cities without a vote of the electors in amounts sufficient, together with other monies legally available therefor, to pay principal and interest on the Bonds as the same shall become due. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of such taxes and for the prompt payment of such principal and interest. Section 13. Defeasance. In the event that money and /or "Government Obligations," as such Obligations are defined in Ch. 39.53 RCW, as now or hereafter amended, maturing at such time or times and bearing interest to be earned thereon in amounts (together with such money, if necessary) sufficient to redeem and retire part or all of the Bonds in accordance with its terms, are set aside in a special account of the City to effect such redemption and retirement, and such moneys and the principal of and interest on such obligation is irrevocably set aside and pledged for such purpose, then no further payments need be made into the Bond Fund for the payment of the principal of and interest on the Bonds so provided for, and such Bonds shall cease to be entitled to any lien, benefit or security of this ordinance except the right to receive the moneys so set aside and pledged, and such Bonds shall be deemed not to be outstanding hereunder. -27- D0T521 92/04/20 Section 14. Tax Covenants and Designation. (a) Covenants Regarding Arbitrage and Private Activity_ Bonds. The City hereby covenants that it will not make any use of the proceeds of sale of the Bonds or any other funds of the City which may be deemed to be proceeds of such Bonds pursuant to Section 148 of the Code which will cause the Bonds to be an "arbitrage bond" within the meaning of said section and said Regulations. The City will comply with the requirements of Section 148 of the Code (or any successor provision thereof applicable to the Bonds) and the applicable Regulations thereunder throughout the term of the Bonds. The City further covenants that it will not take any action or permit any action to be taken that would cause the Bonds to constitute a "private activity bond" under Section 141 of the Code. (b) Bonds Designated "Oualified Tax - Exempt Obligations." The City hereby designates the Bonds as "qualified tax - exempt obligations" for purchase by a financial institution pursuant to Section 265 of the Code. The City does not anticipate that it will issue more than $10,000,000 in "qualified tax - exempt obligations" during the year 1992. Section 15. Sale of the Bonds. The Bonds shall be sold by negotiated sale to Piper Jaffray Inc., Seattle, Washington (the "Underwriter "), under the terms and conditions thereof provided in its purchase offer dated April 21, 1992, and in this ordinance. -28- D0T521 92/04/20 The proper City officials are hereby authorized and directed to do everything necessary for the prompt execution and delivery of the Bonds to the Underwriter and for the proper application and use of the proceeds of sale thereof. Section 16. Official Statement. The Finance Director and other appropriate officers of the City are authorized and directed to execute and deliver to the Underwriter copies of an Official Statement in substantially the form of the Preliminary Official Statement now on file with the City; provided, however, that the Finance Director is authorized to supplement or amend the Official Statement as the Finance Director, with the approval of bond counsel to the City, deems necessary or appropriate. The City hereby deems the Preliminary Official Statement as final for purposes of Rule 15c -2 -12 of the Securities and Exchange Act. The City Council approves and authorizes the use of such Official Statement (including any such supplements and amendments thereto) in connection with the public offering and sale of the Bonds by the Underwriter. Section 17. Authorization of Temporary Bonds. Until the definitive Bonds are prepared, the City may, if deemed necessary by the City Council, utilize a temporary Bond, which shall be typewritten and 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 as the definitive Bonds. The temporary Bond shall be dated May 1, 1992, shall be in the -29- D0T521 92/04/20 denomination of $2,250,000 or such smaller amount as is required, shall be substantially of the tenor of such Bonds, but with such omissions, insertions and variations as may be appropriate to tem- porary bonds, and shall be signed by the Mayor and City Clerk. Upon surrender to the City of a temporary Bond, the City, without charge to the holder, shall execute and deliver to the holder of such temporary Bond, in exchange therefor, definitive Bonds with the same maturities, interest rates, redemption provisions and aggregate principal amount as the temporary Bond surrendered. Until so exchanged, a temporary Bond shall be in all respects entitled to the same benefit and security as definitive Bonds executed and issued pursuant to this ordinance. Section 18. 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 agree- ments of this ordinance and shall in no way affect the validity of the other provisions of this ordinance or of the Bonds. Section 19. Effective Date. This ordinance shall become effective immediately upon its passage, approval and publication as required by law. -30- D0T521 92/04/20 PASSED by the City Council of the City of Port Angeles, Washington, at a regular meeting thereof held this 21st day of April, 1992 and APPROVED by the Mayor on the same date. CITY OF PORT ANGELES, WASHINGTON ATTEST: Published by Summary: April 26, 1992 -31- Ma D0T521 92/04/20 EXHIBIT A E S C R O W A G R E E M E N T THIS ESCROW AGREEMENT, made and entered into as of the day of , 1992, by and between the CITY OF PORT ANGELES, WASHINGTON (the "City "), and PUGET SOUND BANK, Tacoma, Washington (the "Escrow Trustee "); W I T N E S E T H: Section 1. Recitals. The City has issued and sold its limited tax general obligation bonds under date of August 1, 1985, pursuant to Ordinance No. 2346 of the City (the "1985 Bonds "). The City by Ordinance No. , adopted by the City Council on April 21, 1992 (the "Ordinance ") , has determined to refund the 1985 Bonds that mature on and after December 1, 1996 (the "Refunded Bonds ") by the issuance of the City's Limited Tax General Obligation and Refunding Bonds, 1992, in the aggregate principal amount of $ to be issued under date of May 1, 1992 (the "Bonds "). Reference is made to the Ordinance for a detailed description of the refunding plan. Section 2. Provisions for Refunding the Refunded Bonds. To accomplish the refunding of the Refunded Bonds in the manner set forth in the Ordinance, the City hereby agrees that, simultaneously with the issuance and delivery of the Bonds, it will irrevocably deposit with the Escrow Trustee (subject to the right to substitute obligations under the conditions provided in the Ordinance and hereunder), in trust for the security and benefit of the owners of the Refunded Bonds, and the Escrow Trustee hereby acknowledges receipt of such obligations or evidence thereof or subscription rights thereto ( "Acquired Obligations ") as described in Annex A attached hereto, and a beginning cash balance of $ to provide for the payment of: (a) Interest on the Refunded Bonds that will become due and payable on and prior to December 1, 1995 (to be paid as the same becomes due and payable); (b) The redemption price of the Refunded Bonds (100% of the principal amount thereof) on December 1, 1995; The Acquired Obligations shall be pledged irrevocably for the benefit of the owners of the Refunded Bonds. The sufficiency of such Acquired Obligations and cash has been verified by , independent certified public accountants. Such A -1 D0T521 92/04/20 Acquired Obligations shall be paid for out of the proceeds of sale of the Bonds, and out of other moneys of the City now on hand and available. On or before the delivery of the Bonds to the initial pur- chasers thereof the City agrees that it will cause to be delivered to the Escrow Trustee statements setting forth the maturity schedule of the Refunded 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 amount of the principal to be paid on the dates that the remaining Refunded Bonds are to be redeemed. The City by the Ordinance has directed to be set aside sufficient money to purchase Acquired Obligations that will be used to pay: (i) interest on the Refunded Bonds, on and prior to December 1, 1995 as the same shall become due and payable; (ii) the redemption price of the Refunded Bonds on December 1, 1995. The City by the Ordinance has irrevocably called the Refunded Bonds for redemption and prepayment on December 1, 1995. Said provisions for defeasance, payment, redemption and prepayment of the Refunded Bonds shall be irrevocable upon the final estab- lishment of the escrow account and delivery of the Acquired Obligations to the Escrow Trustee. The Escrow Trustee, in concert with the City Treasurer, shall provide for publication and mailing of the proper notices of such redemption and prepayment in accordance with the provisions of the Ordinance. The cost of such publications shall be paid by the City. Section 3. Investments and Disbursements. The City reserves the right at or prior to delivery of the Bonds to substitute for a temporary period until receipt of Acquired Obligations on Annex A other direct noncallable United States obligations or cash held in escrow for any of the Acquired Obligations if (a) in the opinion of Preston Thorgrimson Shidler Gates & Ellis, bond counsel for the City, the Bonds will remain exempt from federal income taxation under Section 148 of the Internal Revenue Code of 1986, as amended (the "Code "), and (b) in the opinion of a certified public accountant, such substitution shall not impair the timely payment of the amounts required to be paid under the plan of refunding specified in Section 2 hereof and as shown in the then applicable verification of the certified public accountants. Acquired Obligations substituting for securities held, when received, will be received free with income accrued from the date of closing and A -2 D0T521 92/04/20 delivery of the Bonds. Upon that event, the substituted securities will be returned to the supplier with accrued interest or any interest received. The Escrow Trustee shall present for payment on the due dates thereof any 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 Ordinance and this agreement. Moneys shall be transferred, in a timely manner, by the Escrow Trustee to the City Treasurer or, at the direction of the City Treasurer, to the fiscal agency or agencies of the State of Washington, in amounts sufficient for the payment specified in subparagraphs (a) and (b) of Section 2 of this agreement. Section 4. Substitution of Different Acquired Obligations or Other Investments. The City reserves the right to substitute from time to time for the Acquired Obligations initially purchased in accordance with Section 2 hereof, or for obligations purchased under this section, other noncallable direct obligations of the United States of America (the "Substitute Obligations "). Prior to effecting any such substitution, the City shall have obtained and delivered to the Escrow Trustee: (a) A letter addressed to the City and to the Escrow Trustee by a nationally recognized firm of certified public accountants verifying the computations which indicate that the Acquired Obligations, the Substitute Obligations and other money to be held by the Escrow Trustee for purposes of making the payments described in Section 2 will be adequate, after the proposed substitution, to make all payments described in Section 2; and (b) An opinion addressed to the City and the Escrow Trustee from nationally recognized bond counsel that such substitution of obligations will not cause the interest on the Bonds to become subject to federal income taxes and will not cause any Bond to become an "arbitrage bond" as defined in Section 148 of the Code and the applicable regulations and rulings promulgated thereunder (as the same may be amended to the extent such amendments apply to the Bonds). Section 5. Reinvestment of Proceeds of Acquired and /or Substitute Obligations. The proceeds (principal and interest) and reinvestment proceeds of any Acquired Obligations and /or Substitute Obligations purchased by the Escrow Trustee in accordance with this agreement that are not needed within five business days of the receipt thereof to make a payment described in Section 2 shall be reinvested by the Escrow Trustee (on such date of receipt), subject to the following conditions: A- 3 D0T521 92/04/20 (a) Except as provided in subsection (c) below, the proceeds of Acquired Obligations and /or Substitute Obligations shall be reinvested in noncallable direct obligations of the United States of America, at not to exceed % yield rate, or such higher yield as may be directed by letter of instruc- tions from the City to the Escrow Trustee, but if the composite yield on the directed investment together with past investments made pursuant to this subsection would exceed %, such letter of instructions shall be based upon and accompanied by the opinion of nationally recognized bond counsel approving reinvestment of such proceeds at such higher yield. The letter of instructions shall contain a verification of such composite yield. (b) The obligations in which such proceeds are rein- vested shall mature on the date or dates directed by the City, but not later than the next succeeding date the principal thereof is needed to make one or more payments described in Section 2 and as shown in the then applicable verification of the certified public accountants. (c) If such proceeds, together with other funds remaining in trust, are insufficient to reinvest in the smallest denomination of such obligations or are required sooner than the shortest maturity available for such obligations, then those proceeds and funds shall be converted to United States currency and retained in escrow until required to make a payment described in Section 2, or until sufficient money is accumulated to permit the investment thereof; provided, however, a conversion to currency shall not be required (i) for so long as the Escrow Agent's internal rate of return does not exceed 150, or (ii) if the Escrow Agent's internal rate of return exceeds 15 %, the Escrow Agent receives a letter of instructions, accompanied by the opinion of nationally recognized bond counsel approving the assumed reinvestment of such proceeds at such higher yield. (d) "Yield," as used in paragraphs (a) and (b) of this section means that yield computed in accordance with and permitted by the Code and regulations and ruling promulgated thereunder applicable to the Bonds and the trust under this agreement so as to retain the exemption from federal income taxation of the interest on the Bonds. When and if interest from such investment is received by the Escrow Trustee, it shall be disbursed to the City for deposit in the Advance Refunding Account; provided that at all times there shall remain cash and direct noncallable obligations of the United States maturing at such times and bearing interest at such rates to provide for timely payment of the principal or redemption price A -4 D0T521 92/04/20 of and interest on the Refunded Bonds in accordance with Section 2 hereof and as shown in the then applicable verification of the certified public accountants. Section 6. Custody and Safekeeping of Obligations and Notice of Insufficiency. For as long as any of the Refunded Bonds are outstanding, on or before the twentieth day of each January and July, commencing with July 1992, the Escrow Trustee shall render a statement as of the last day of the preceding month to the Treasurer, which statement shall set forth the cash and Acquired Obligations and /or Substitute Obligations held by the Escrow Trustee, any of such Acquired Obligations and /or Substitute Obligations which have matured and the amounts received by the Escrow Trustee by reason of such maturity, the interest earned on any of such Acquired Obligations or Substitute Obligations, a list of any investments or reinvestments made by the Escrow Trustee in other obligations and the interest and /or principal derived there- from, the amounts of cash delivered to the Treasurer and the dates of the use thereof for the payment of the principal of and interest on the Refunded Bonds as the same shall become due and payable, and any other transactions of the Escrow Trustee pertaining to its duties and obligations as set forth herein. All Acquired Obligations, Substitute Obligations, moneys and investment income deposited with or received by the Escrow Trustee pursuant to this agreement shall be held in trust for the specific purposes set forth herein and may not be used for any other purpose. The Escrow Trustee shall be liable for the preservation and safekeeping thereof; provided, however, it shall not be responsible for any depreciation in value of any of the Acquired Obligations or Substitute Obligations. In the event the maturing principal of and interest on the Acquired Obligations, any Substitute Obligations and other money held by the Escrow Trustee pursuant to this agreement shall be insufficient or shall be projected to become insufficient at any time in the future to make a payment described in Section 2, the Escrow Trustee shall give the City prompt notice of such insufficiency or projected insufficiency. Section 7. Compensation of Escrow Trustee. The arrangements heretofore made for the payment to the Escrow Trustee of the sum of $ for services rendered by it (except for costs of publication of redemption notices) pursuant to the provisions of this agreement are satisfactory to it and such payment is inclusive of all fees, compensation and expenses of the Escrow Trustee. Such arrangement for compensation and expenses is intended as compensation for the ordinary services as contemplated by this agreement, and in the event that the Escrow Trustee renders any service hereunder not provided for in this agreement, or the Escrow A-5 D0T521 92/04/20 Trustee is made a party to or intervenes in any litigation pertaining to this agreement or institutes interpleader proceedings relative hereto, the Escrow Trustee shall be compensated reasonably by the City for such extraordinary services and reimbursed for all fees, costs, liability and expenses (including reasonable attorneys' fees) occasioned thereby. Section 8. Surplus Money in Escrow. If at any time during the term of the escrow created pursuant to this agreement, there are Acquired Obligations, Substitute Obligations and /or money held by the Escrow Trustee which are in excess of that required to make all of the payments described in Section 2 in accordance with the then applicable verification of the certified public accountants or any subsequent verification of certified public accountants furnished to the Escrow Trustee pursuant to Section 4(a) hereof, when due, considering the earnings to be realized on the investment of such obligations, and the City requests that such surplus obligations or the proceeds thereof or such surplus money be returned by the Escrow Trustee to the City or requests that such surplus be applied to any fees of the Escrow Trustee, then the Escrow Trustee shall do so at the times requested by the City. Before the return of any surplus to the City, the Escrow Trustee may require the City to furnish the Escrow Trustee a verification or opinion of the amount of such surplus satisfactory to the Escrow Trustee. Section 9. Amendments to Agreement. The Escrow Trustee and the City recognize that the owners from time to time of the Refunded Bonds have a beneficial interest in the Acquired Obligations, the Substitute Obligations and money to be held by the Escrow Trustee as herein provided. Therefore, this agreement shall not be subject to revocation or amendment except for the purpose of (a) clarifying any ambiguity herein; or (b) strength- ening the security for the payment of principal of and interest on the Refunded Bonds, or (c) strengthening the escrow by the addition of money or securities, and except if accompanied by: (1) For purpose of clarifying an ambiguity, an opinion addressed to the City and the Escrow Trustee from nationally recognized bond counsel to the effect that such requested change does not detrimentally affect the owners of the Refunded Bonds; (2) For purpose of making a change referred to in (b) or (c) above: (i) A letter addressed to the City and the Escrow Trustee by a nationally recognized firm of certified public accountants verifying the computations which indicate that the Acquired Obligations, Substitute Obligations and other money to be retained by the Escrow Trustee for the purpose of making A -6 D0T521 92/04/20 the payments described in Section 2 will be adequate, after making the change requested by the City, to make all such payments; and (ii) An opinion addressed to the City and the Escrow Trustee from nationally recognized bond counsel to the effect that the change requested by the City will not cause the interest on the Bonds to become subject to federal income taxation and will not cause any Bond to become an "arbitrage" bond, as defined in the Code and the applicable rulings and regulations promulgated thereunder (as the same may be amended, to the extent such amendments apply to the Bonds). Section 10. Limitation of Escrow Trustee Duties. None of the provisions contained in this agreement shall require the Escrow Trustee to use or advance its own funds in the performance of any of its duties or the exercise of any of its rights or powers hereunder. The Escrow Trustee shall be under no liability for the payment of interest on any funds or other property received by it hereunder except to the extent the Escrow Trustee is required by the express terms of this agreement to invest such funds. The Escrow Trustee's liabilities and obligations in connection with this agreement are confined to those specifically described herein. The Escrow Trustee is authorized and directed to comply with the provisions 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 Escrow Trustee shall not be responsible or liable for the sufficiency, correctness, genuineness or validity of the Acquired Obligations or the Substitute Obligations deposited with it; the performance or compliance by any party other than the Escrow Trustee with the terms or conditions of any such instruments; or any loss which may occur by reason of forgeries, false representations or the exercise of the Escrow Trustee's discretion in any particular manner unless such exercise is negligent or constitutes willful misconduct. If any controversy arises between the City and any third person, the Escrow Trustee shall not be required to determine the same or to take any action in the premises, but it may institute, in its discretion, an interpleader or other proceedings in connection therewith as it may deem proper, and in following either course, it shall not be liable. The Escrow Trustee may consult with counsel of its choice, and the opinion of such counsel shall be full and complete author- ization 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. A-7 D0T521 92/04/20 Section 11. City Deposit of Additional Sums. The City agrees that it will promptly deposit with the Escrow Trustee the additional sum or sums of money specified in the Escrow Trustee's notice of insufficiency given pursuant to Section 6 hereof. Section 12. Remission of Funds When Refunded Bonds Paid in Full. At such time as the Escrow Trustee shall have received the representation of the City that all of the payments described in Section 2 have been made and the confirmation of such represen- tation by the Bond Registrar, together with such other evidence of such payment as shall be satisfactory to the City and the Escrow Trustee, the Escrow Trustee shall deliver forthwith or remit to the City any remaining Acquired Obligations, any Substitute Obligations and money held pursuant to this agreement. Section 13. Successor Escrow Trustee. The obligations assumed by the Escrow Trustee pursuant to this agreement may be transferred by the Escrow Trustee to a successor if (a) the Escrow Trustee has presented evidence satisfactory to the City and its nationally recognized bond counsel that the successor meets the requirements of RCW 39.53.070, as now in effect or hereafter amended; (b) the successor has assumed all the obligations of the Escrow Trustee under this agreement; and (c) all the Acquired Obligations, Substitute Obligations and money then held by the Escrow Trustee pursuant to this agreement have been duly trans- ferred to such successor. Section 14. Notices. All notices, requests or reports required or permitted to be given hereunder shall, until further notice in writing, be given in writing at the following addresses: To the City: City of Port Angeles 321 E. 5th P.O. Box 1150 Port Angeles, WA 98362 Attention: Finance Director To the Escrow Trustee: Puget Sound Bank Tacoma, WA 98 Attention: Section 15. Notice to Rating Agencies. In the event that this agreement or any provision thereof is severed, amended or revoked, the City shall provide prior written notice of such severance, amendment or revocation to Moody's Investors Service at 99 Church Street, New York, New York 10007, Attention: Public Finance Rating Desk /Refunded Bonds; and to Standard & Poor's A -8 D0T521 92/04/20 Corporation at 25 Broadway, 21st Floor, New York, New York 10004, Attention: Municipal Department. Section 16. 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 invalid, illegal or unenforceable in any respect, such invalidity, ille- gality or unenforceability shall not affect any other provision of this agreement, but this agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. IN WITNESS WHEREOF, the parties have executed and delivered this agreement pursuant to due and proper authorization, all as of the date and year first above written. Attest: City Clerk CITY OF PORT ANGELES, WASHINGTON By Mayor PUGET SOUND BANK, as Escrow Trustee, Seattle, Washington By Its A -9 D0T521 92/04/20 CERTIFICATE I, the undersigned, Clerk of the City of Port Angeles, Washington, (the "City ") and keeper of the records of the City Council (the "Council "), DO HEREBY CERTIFY: 1. That the attached ordinance is a true and correct copy of Ordinance No. 2688 of the Council (the "Ordinance "), duly passed at a regular meeting thereof held on the 21st day of April, 1992. 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 legal quorum was present throughout the meeting and a legally sufficient number of members of the Council voted in the proper manner for the passage of the Ordinance; that all other requirements and proceedings incident to the proper passage of the Ordinance have been duly fulfilled, carried out and otherwise observed; and that I am authorized to execute this certificate. IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of April, 1992. City Cle�k Summaries of Ordinances Adopted by the Port Angeles City Council on April21, 1992 Ordinance No. 2688 This Ordinance of the City of Port Angeles provides for the issuance and sale of limited tax general obligation and refunding bonds of the City in the aggregate principal amount of not to exceed $2,250,000, for the purpose of providing funds to advance refund certain outstanding obligations of the City, to redeem a bond anticipation note of the City, to pay a portion of the costs of certain improvements to the Vern Burton Center in the City, and to pay a portion of the costs of acquiring certain equipment for the police and fire departments of the City; provides the date, form, terms and maturities of said bonds and for tax levies to pay the principal thereof and interest thereon; and approves the sale of such bonds to Piper Jaffray Inc. Ordinance No. 2689 This Ordinance of the City of Port Angeles enlarges the maximum size limitations for signs in the Arterial Commercial District, and amends Section 17.26.220 of Ordinance No. 2293 and Section 17.26.220 of the Port Angeles Municipal Code. The full texts of the above summarized Ordinances are available at City Hall in the City Clerk's office or will be mailed upon request. Office hours are Monday through Friday from 8:00 a.m. to 5:00 p.m. The Ordinances will take effect five (5) days after publication of these summaries. Publish: April 26, 1992 Becky J. Upton City Clerk