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HomeMy WebLinkAbout3241CITY OF PORT ANGELES, WASHINGTON LIMITED TAX GENERAL OBLIGATION BOND, 2006 (MULTI -MODAL PROPERTY ACQUISITION) $1,200,000 ORDINANCE NO. -3241 AN ORDINANCE of the City of Port Angeles, Washington, ratifying and confirming the Council's approval of a purchase and sale agreement for the acquisition by the City Of certain real property; authorizing the issuance to the seller of such real property of a limited tax general obligation bond of the City in the principal amount of $1,200,000 in accordance with the terms of such agreement; providing the date, form, and terms of the bond; and authorizing the annual levy of taxes to pay the principal of and interest on the bond. Passed: March 21 , 2006 Prepared By PRESTON GATES & ELLIS LLP 925 Fourth Avenue, Suite 2900 Seattle, Washington 98104-1158 (206) 623 -7580 TABLE OF CONTENTS Page. Section 1. Definitions 1 Section 2. Findings 2 Section 3. Purpose, Authorization and .Description of Bond 2 Section 4. Registration, Payment and Transfer 2 Section. 5. No Prepayment Option 3 Section 6. Lost or Destroyed Bond 3 Section 7, Execution of Bond 3 Section 8. Form of Bond 4 Section 9. Bond Fund 8 Section 10. Pledge of Taxation and Credit 8 Section 11. Defeasance 8 Section 12. No Ongoing Disclosure 9 Section 13. Delivery of Bond 9 Section 14. Severability 9 Section 15.. Effective Date . 10 Exhibit A Copy of Agreement for Purchase and Sale of Real Property Exhibit B Copy of City Council findings approved on November 10, 2005 • ORDNANCE NO. 3241 AN ORDINANCE of the City of Port Angeles, Washington, ratifying and confirming the Council's approval of a purchase and sale agreement for the acquisition by the City of certain real property; authorizing the issuance to the seller of such real property of a limited tax general obligation bond of the City in the principal amount of $1,200,000 in accordance with the terms of such agreement; providing the date, form, and terms of the bond; and authorizing the annual levy of taxes to pay the principal of and interest on the bond. WHEREAS, by motion of the City Council of the City of Port Angeles, Washington (the "City "), adopted on November 10, 2005, the Council has approved a purchase and sale agreement in substantially the form set forth on Exhibit A to this ordinance (the "Agreement "), with respect to certain real property described in Paragraph 1 of the Agreement (as therein described, the "Property "); and WHEREAS, as provided by the Agreement, the Council has determined that it is in the best interest of the City and its residents to finance the purchase of the Property by issuing to the Seller (as such term is defined in the Agreement) a limited tax general obligation bond of the City in the principal amount of $1,200,000 (the "Bond "); and WHEREAS, the Council wishes to authorize issuance of the Bond to the Seller in satisfaction of the Agreement, as provided in this ordinance; NOW, THEREFORE, THE .CITY COUNCIL OF THE CITY OF PORT ANGELES, WASHINGTON, DO ORDAIN, as follows: Section 1. Definitions. As used in this ordinance, the following words shall have the following meanings, unless a different meaning clearly appears from the context: "Agreement" means the Agreement for the Purchase and Sale of Real Property dated March 17, 2006, between the City and Richard J. Niichel and Frances M. Niichel, husband and wife, therein referred to as "Seller." "Bond" means the City of Port Angeles, Washington, Limited Tax General Obligation Bond, 2006 (Multi -Modal Property Acquisition) ", authorized to be issued in the principal amount of $1,200,000 pursuant to this ordinance. "Bond Fund" means the "Limited Tax General Obligation Bond Redemption Fund, 2006 (Multi -Modal Property Acquisition)" established pursuant to Section 9 hereof. "Bond Register" means the registration records for the Bond maintained by the Bond Registrar. "Bond Registrar" means the Finance Director, for the purpose of registering and authenticating the Bond, maintaining the Bond Register, transferring ownership of the Bond, and paying the principal of and interest on the Bond. "City" means the City of Port Angeles, Washington, a municipal corporation duly organized and existing under the laws of the State of Washington. "City Clerk" means the duly qualified, appointed and acting City Clerk of the City or any other officer who succeeds to the duties now delegated to that office. "Council" means the duly constituted City Council as the general legislative authority of the City. "Finance Director" means the duly qualified, appointed and acting Finance Director of the City or any other officer who succeeds to the duties now delegated to that office. "Property" means that certain real property located at 111 E. Front Street in Port Angeles, Washington, as described in Paragraph 1 of the Agreement. "Registered Owner" means the person in whose name the Bond is registered on the Bond Register. "Seller" has the meaning given such term in the Agreement. Section 2. Findings. The Council hereby ratifies and confirms its findings with respect to the City's acquisition of the Property and its approval of the Agreement, all as set forth in its motion adopted on November 10, 2005, a copy of which is attached as Exhibit B to this ordinance. Section 3. Purpose, Authorization and Description of Bond. Once the terms and conditions for the City's purchase of the Property under the Agreement are satisfied, for the purpose of financing the purchase price of the Property under the Agreement, , the City is authorized to issue the Bond to the Seller. The Bond shall be designated the "City of Port Angeles, Washington, Limited Tax General Obligation Bond, 2006 (Multi- Modal Property Acquisition)," shall be dated as of the date of its delivery to the Seller, shall be fully registered as to both principal and interest, shall be in the denomination of $1,200,000, shall be numbered in such manner and with any additional designation as the Bond Registrar deems necessary for purposes of identification and control, and shall bear interest on unpaid principal at a per annum rate of 6.5% payable on September 1, 2006, and semiannually thereafter on each March 1 and September 1 until the maturity of the Bond on March 1, 2021. Interest on the Bond shall be calculated based on a 360 -day year of twelve 30 -day months. Principal of the Bond shall be paid as follows: $200,000 of principal shall be amortized over approximately 15 years, with the balance of unpaid principal payable upon final maturity of the Bond on March .1,'2021. Section 4. Registration, Payment and Transfer. The Finance Director is hereby appointed as authenticating agent, registrar, paying agent and transfer agent for the Bond (the -2- P:1DOTIDOT1 RH 03/21106 "Bond Registrar "). The Bond Registrar shall keep sufficient records for the registration and transfer of the Bond. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver the Bond to the Seller, to transfer the Bond in accordance with the provisions of this ordinance and to carry out all other duties of the Bond Registrar under this ordinance. Both principal of and interest on the Bond are payable in lawful money of the United States of America. Installments of the principal of and interest on the Bond shall be paid by check or draft of the Bond Registrar mailed on the date such installment is due or by electronic funds transfer made on the date such installment is due to the Registered Owner at the address appearing on the Bond Register. Upon final payment of all installments of principal and interest thereon, the Bond shall be submitted to the Bond Registrar for cancellation and surrender. The registered ownership of the Bond may be transferred, but no transfer shall be valid unless the Bond is surrendered to the Bond Registrar with the assignment form appearing on the Bond duly executed by the Registered Owner or such Registered Owner's duly authorized agent in a manner satisfactory to the Bond Registrar. Upon such surrender, the Bond Registrar shall cancel the surrendered Bond and shall authenticate and deliver, without charge to the Registered Owner or transferee therefore, a new Bond of like amount, maturity and tenor, naming as Registered Owner the person or persons listed as the assignee on the assignment form appearing on the surrendered Bond, in exchange for the surrendered and cancelled Bond. Section 5. No Prepayment Option. The Bond is not subject to optional prepayment or redemption by the City, in whole or in part, prior to its stated maturity. Section 6. Lost or Destroyed Bond. If the Bond is lost, stolen or destroyed, the Bond Registrar may authenticate and deliver a new Bond of like amount, maturity and tenor to the Registered Owner upon the owner's paying the expenses and charges of the Bond Registrar and the City in connection with preparation and authentication of the replacement Bond and upon his or her filing with the Bond Registrar and the City evidence satisfactory to both the Bond Registrar and the City that such Bond was actually lost, stolen or destroyed and of his or her ownership, and upon furnishing the City and the Bond Registrar with indemnity satisfactory to both. Section 7. Execution of Bond. Once the terms and conditions for the City's purchase of the Property under the Agreement are satisfied, the Bond shall be executed on behalf of the City with the manual or facsimile signature of the Mayor, attested by the manual or facsimile signature of the City Clerk, and shall have the seal of the City impressed or imprinted thereon. In case either or both of the officers who have signed or attested the Bond cease to be such officer before the Bond has been actually issued and delivered, the Bond shall be valid nevertheless and may be issued by the City with the same effect as though the persons who had signed or attested the Bond had not ceased to be such officers, and the Bond may be signed or attested on behalf of the City by officers who at the date of actual execution of such Bond are the proper officers, although at the nominal date of execution of the Bond such officer was not an officer of the City. -3- P:10DT\DOT1 RFi 03/21/06 Only a Bond that bears a Certificate of Authentication in the form set forth in Section 8, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance. Such Certificate of Authentication shall be conclusive evidence that the Bond so authenticated has been duly executed, authenticated and delivered and is entitled to the benefits of this ordinance. Section 8. Form of Bond. The Bond shall be in substantially the following form: UNITED STATES OF AMERICA NO. $1,200,000 STATE OF WASHINGTON CITY OF PORT ANGELES LIMITED TAX GENERAL OBLIGATION BOND, 2006 (MULTI -MODAL PROPERTY ACQUISITION) INTEREST RATE: 6.5% FINAL MATURITY: March 1, 2021 REGISTERED OWNER: PRINCIPAL AMOUNT: ONE MILLION TWO HUNDRED THOUSAND AND NO /100 DOLLARS The City of Port Angeles, Washington, a municipal corporation organized and existing under and by virtue of the laws and Constitution of the State of Washington, (the "City "), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns, the Principal Amount indicated above and to pay interest on the unpaid balance thereof, from , 2006, or the most recent date to which interest has been paid or duly provided for until payment of this Bond at the Interest Rate set forth above, payable on September 1, 2006, and semiannually thereafter on the first days of each succeeding March and September. Interest on the Bond shall be calculated based on a 360 -day year of twelve 30 -day months. •Principal of the Bond shall be paid in installments on the following dates and in the following amounts: -4- P,'DOTIDOT1 RH 03/21/06 Principal Installment Payment Date Principal Installment (March 1) Amount 2006 2007 2008 2009 2010 2011 2012 2013 2014 201.5 2016 2017 2018 2019 2020 2021 1,000,000 This Bond is issued pursuant to Ordinance No. (the "Bond Ordinance ") passed by the City Council on , 2006, to finance the purchase of real property by the City. Capitalized terms used in this Bond and not otherwise defined herein shall have the meanings given such terms in the Bond Ordinance. Both principal of and interest on this Bond are payable in lawful money of the United States of America. The Finance Director of the City of Port Angeles has been appointed by the Bond Ordinance as Bond Registrar. Installments of the principal of and interest on the Bond shall be paid by check or draft of the Bond Registrar mailed on the date such interest is due or by electronic funds transfer made on the date such interest is due to the Registered Owner at the address appearing on the -Bond Register. Upon final payment of all installments of principal and interest thereon, the Bond shall be submitted to the Bond Registrar for cancellation and surrender. The Bond is not subject to prepayment or redemption prior to its stated maturity. The City has irrevocably covenanted with the owner of this Bond that it will annually include in its budget and levy taxes on all taxable property in the City, within and as part of the property taxes authorized by law to be levied by the City without a vote of the people, in an amount that, together with other lawfully available funds, will be sufficient to pay the principal of and interest on the Bond as the same shall become due. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of such principal and interest. This Bond is not secured by the grant of any security interest, mortgage, lien or other right, encumbrance or interest in the Property. -5- PADOT1DOT1 RH 03/21/06 1 The pledge of taxes for payment of the principal of and interest on the Bond may be discharged prior to maturity of the Bond by making provisions for the payment thereof on the terms and conditions set forth in the Bond Ordinance. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the Certificate of Authentication has been manually signed by the Bond Registrar. This Bond is transferable only on the records maintained by the Bond Registrar for that purpose upon the surrender of this Bond by the Registered Owner or his/her duly authorized agent and only if endorsed in the manner provided hereon, and a new fully registered Bond of like amount, maturity and tenor shall be issued to the transferee in exchange. Such transfer shall be without cost to the Registered Owner or transferee. The City and Bond Registrar may deem the person in whose name this Bond is registered to be the absolute owner for the purpose of receiving payment of the principal of and interest on this Bond and for all other purposes. It is hereby certified that all acts, conditions and things required by the Constitution and statutes of the State of Washington and the ordinances of the City to exist, to have happened, been done and performed precedent to and in the issuance of this Bond have happened, been done and performed and that the issuance of this Bond does not violate any constitutional, statutory or other limitation upon the amount of bonded indebtedness that the City may incur. The City has caused this Bond to be executed by the manual or facsimile signature of the Mayor and to be attested by the manual or facsimile signature of the City Clerk, and has caused the seal of the City to be impressed or imprinted on this Bond, as of this day of , 2006 ATTEST: Is/ City Clerk CITY OF PORT ANGELES, WASHINGTON • By CERTIFICATE OF AUTHENTICATION Isl Mayor This is the Limited Tax General Obligation Bond, 2006 (Multi -Modal Property Acquisition), of the City of Port Angeles, Washington, dated , 2006, as described in the Bond Ordinance. FINANCE DIRECTOR OF THE CITY OF PORT ANGELES, as Bond Registrar -6- P:\DO lDOT1RH 03/21/06 By Yvonne Ziomkowski The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of survivorship and not as tenants in common UNIF GIFT (TRANSFERS) MIN ACT - Custodian (Cult) (Minor) under Uniform Gifts (Transfers) to Minors Act (State) Additional abbreviations may also be used, though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR 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 as attorney -in -fact to transfer said bond on the books kept for registration thereof with full power of substitution, in the premises. DATED: SIGNATURE GUARANTEED: NOTICE: Signature(s) must be guaranteed pursuant to law. _7- P:IDOI'1QOT1 RH 03/21106 NOTE: The signature on this Assignment must correspond with the name of the Registered Owner as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever. Section 9. Bond Fund. There is hereby authorized and directed to be created in the office of the Finance Director a special fund to be drawn upon for the purpose of paying the principal of and interest on the Bond to be known as the "Limited Tax General Obligation Bond Redemption Fund, 2006 (Multi -Modal Property Acquisition)" (the "Bond Fund"). The Bond Fund shall be drawn upon for the sole purpose of paying the principal of and interest on the Bond. The taxes hereafter levied for the purpose of paying principal of and interest on the Bond and other funds to be used to pay the Bond shall be deposited in the Bond Fund no later than the date such funds are required for the payment of principal of and interest on the Bond. Money in the Bond Fund not needed to pay the interest or principal next coming due may temporarily be deposited in such institutions or invested in such obligations as may be lawful for the investment of City funds. Any interest or profit from the investment of such money shall be deposited in the Bond Fund. Section 10. Pledge of Taxation and Credit. The City hereby irrevocably covenants for as long as the Bond is outstanding and unpaid that each year it will include in its budget and levy an ad valorem tax on all taxable property in the City, within and as part of the property taxes authorized by law to be levied by the City without a vote of the people, in an amount that, together with other lawfully available funds, will be sufficient to pay the principal of and interest on the Bond as the same shall become due. All of such taxes so collected and any other money to be used for such purposes shall be paid into the Bond Fund. The City hereby irrevocably pledges that a sufficient portion of each annual levy to be levied and collected by the City prior to the full payment of the principal and interest on the Bond will be and is hereby irrevocably set aside, pledged and appropriated for the payment of the principal of and interest on the Bond. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of said taxes and for the prompt payment of the principal of and interest on the Bond as the same shall become due. The Bond is not secured by the grant of any security interest, mortgage, lien or other right, encumbrance or interest in the Property. Section 11. Defeasance. In the event that the City sets aside in the Bond Fund or in another special account, held in trust by a trustee, cash or noncallable government obligations, as such obligations are now or hereafter defined in Chap. 39.53 RCW, or any combination of cash andior noncallable government obligations, in amounts and maturities that, together with the known earned income therefrom, are sufficient to pay all installments of principal and interest on the Bond in accordance with its terms, and such cash andior noncallable government obligations are irrevocably set aside and pledged for such purpose, then no further payments need be made into the Bond Fund for the payment of the installments of principal and interest on the Bond -8- P:IDQ110QT1RH 03/21/06 when due. The owner of the Bond so provided for shall cease to be entitled to any lien, benefit or security of this ordinance except the right to receive the payments of principal and interest from such special account, and the Bond shall be deemed to be not outstanding under this ordinance. In accordance with the provisions of Section 5 of this ordinance, these defeasance provisions do not permit any optional prepayment or redemption of the Bond. Section 12. No Ongoing Disclosure. The Bond is exempt from the ongoing disclosure requirements of Securities and Exchange Commission Rule 15c2 -12 by reason of the exemption set forth in subsection (d)(i) of that rule with respect to the issuance of securities in authorized denominations of $140,000 or more. Section 13. Delivery of Bond. Once the terms and conditions for the City's purchase of the Property under the Agreement are satisfied, the City is authorized to deliver to the Seller identified in the Agreement to satisfy the purchase price for the Property. The Mayor, Finance Director, City Clerk, City Attorney and other appropriate officers and agents of the City are authorized to take any actions and to execute agreements, certificates and other documents as in their judgment may be necessary or desirable to carry out the terms of, and complete the transactions contemplated by, the Agreement and this ordinance. All acts, taken pursuant to the authority of this ordinance but prior to its effective date are hereby ratified. Section 14. Severability. If any one or more of the covenants and agreements provided in this ordinance to be performed on the part of the City shall be declared by any court 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 of this ordinance and shall in no way affect the validity of the other provisions of this ordinance or of the Bond. -9- P:1D❑TIDQT1 RH 03/21/06 Section 15. Effective Date. This ordinance shall become effective five days after its passage and publication, as required by law. PASSED by the City Council of the City of Port Angeles, Washington, at a [regularispecial] meeting thereof held March 21 , 2006. ATTEST: -10- CITY OF PORT ANGELES, WASHINGTON P:1OOTlDOT1 RH 03121100 AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY This Agreement is made and entered into this ay of , 2006 between Richard T. Niichel and Frans M. 'Michel, husband and wife, hereinafter referred to as "Seller ", and the City. of Port Angeles, a municipal corporation of the State of Washington, hereinafter referred to as "Purchaser." For and in consideration of the terms and provisions set out below, and the performance to be rendered, the parties hereby recite, and agree as follows: 1. The Seller represents that they are the owners in fee simple of the fallowing described property, hereafter referred to as "the Property," located at 111 E. Front Street, Port Angeles, Washington: A portion of Tideland Block 1, east of Laurel Street within the Port Angeles tidelands, Clallam County, Washington as shown on the supplemental map of Port Angeles tidelands filed in the office of the Board of State Land Commissioners on the 9th day of March, 1894, described as follows: Lot 8, Lot 7 and the West half of Lot 6, except the South 10' (feet) thereof. Said lands identified per Clallarn County Parcel #'s 0630005000700000 and 0630005000800000 and as shown per Record of Survey recorded in Volume 56 at Page 70. The Parties intend that this Agreement include all real property owned by the Seller at or near this 'location. The Purchaser . is authorized to attach a corrected legal description, if necessary. 2. The Seller represents that they have the full right and authority to convey marketable fee simple title to the Property, and the Seller, agrees to sell, transfer, convey and warrant to the Purchaser the Property. . 3. hi consideration for conveyance of the property, the Purchaser . shall deliver to the Seller at . closing a bond on the .following terms: Principal amount of $1.2 million with an interest rate of 6.5% per annum. The term shall be 15 years. Of'that amount, $200,000 will be amortized over 15 years in accordance with the "amortization schedule. that is attached hereto marked Exhibit A and incorporated herein by this reference. At the end of 15 —1— Exhibit "A" years, the bond will provide for a $1 • million balloon payment. The bond will not be in ,marketable form. Upon receipt of the bond, Seller agrees to execute a Certificate similar in form to the Exhibit B that is attached hereto and incorporated herein by this reference. The bond will include language that it is given for the purchase of real property. The bond will not allow for prepayment or refunding. The Seller will not retain or be granted any security interest, mortgage, lien or any right, encumbrance, or interest in the Property. The parties will sign an acknowledgement that. the Purchaser has not attempted to acquire the Property by eminent domain proceedings and has not threatened to use eminent domain proceedings to acquire the Property. 4. At closing the Seller shall pay one half and the Buyer, shall pay one half of closing costs. Closing costs shall include real estate excise tax due on this transaction, if any. 5. Purchaser shall be entitled to possession upon execution of the Contract. 6. • Seller shall pay at or before closing all taxes, assessments, utility charges and operation charges levied or assessed against the Property. In the event Purchaser pays any taxes, assessments, rents or charges to be paid by Seller, Seller shall promptly reimburse Purchaser. 7. All improvements now or hereinafter made to or placed on the property shall become a part thereof and shall not be removed. S. Purchaser's obligation under this Agreement is subject to its right to conduct an environmental investigation of the property within 30 days. If such investigation reveals contamination of a level significant under any state or federal law, the Purchaser, . at its discretion, may rescind this Agreement. Purchaser's obligation under this Agreement is further subject to successful completion of all legally required procedures that are prerequisite to acquisition .of parking space by the City. 9. If there is a mortgage, lien, or other secured obligation on the Property, Seller shall fully discharge the same at or before closing; and Seller agrees to indemnify, defend and hold Purchaser harinless with regard thereto. . . 10. At closing, Seller shall execute and deliver a Statutory Warranty Deed conveying the property free and 'clear of all encumbrances. The Deed shall be in the .sole name of the City of Port Angeles, a municipal corporation of the State of Washington, as Purchaser. 11: The Parties shall obtain a title report on the Property. The report must show the Seller has unencumbered fee simple title with unrestricted right to convey. If it does not, Purchaser, at its option, may rescind:this Agreement. . 12. If either party commences an action to enforce rights under .this Contract, venue of such action shall lie in the Superior Court of Clailam County; Washington. —2— • 13. The obligation of the Purchaser under . this Agreement is subject to the right of the Purchaser to review the existing leases on or relating to the property. All existing leases on the property will be assigned to the Purchaser at closing. The Purchaser shall have a right to make a reasonable determination that the leases contain terms and provisions that are satisfactory to the Purchaser. SELLER, PURCHASER, Richard J. Niichel and Francis M. Niichel The City of Port Angeles Francis M. Niichel Approved as to Form: STATE OF ARIZONA COUNTY OF By Title: Attest: Becky J. Up , C Clerk Approved as to Form: William E. Bloor, City Attorney On this day personally appeared before me Richard J. Niichel and Franc% M. Niichel, to me known to be the individuals described in and who executed the within and foregoing instrument, and acknowledged that they signed the same as their free and voluntary act and deed for the uses and purposes therein mentioned. �f Given under my hand and official seal this day of , 2006 Notary Public nand for e S to o Arizona, residing at .. , My commission expires: 714.--/A, %9,' fxrrirmrrnas.� .aa+s- rvrrr. rrfi1r12,9• .r. . —3 -" 4 GUISE T 1 1EBB NOTARY P J C - She of Arizona MARICOPA COLJN My Cann 5pirrs Nov, 19, 2008 STATE OF WASHINGTON ) COUNTY OF CLALLAM ) On this /70 day of J-anuary, 2006, before me, a Nota Public for. the State of Washington, duly commissioned and sworn, personally appeared and Becky J. Upton, to me known to be the . '",�� , -t and City C rr of the municipal corporation that executed the within and fore i p �`p v� ng instrument, and acknowledged said instrument to, be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument, and that the seal affixed is the seal of said corporation. Given unde i y /rye �,L/ t� JJ • -/y *i r p . \C r V ,•°.-24.-1.0. ' * '��`` OF °w ` 5k\, written. d and official seal the day and year first in this certificate above C' Notary Public ' and fo the State of Washington, residing at My commission expires: G:lLegal_Backup\AGREEMEW 'S &CONTRACTS\2Oo5 Agmts&Contracts'tNiichel Agreemen 3t.doc Exhibit "B" FINDINGS OF THE CITY COUNCIL 1. The City has an opportunity to purchase real property on the terms and conditions set forth in the Real Property Purchase and Sale Agreement. 2. The negotiated price for the property is $1.2 million. The Seller believes that the fair market value of the property is $1.5 million. The City has. an appraisal of the property that shows the property value to be $1 pillion based on an income method of valuation. The income method of property valuation requires several assumptions regarding income, interest rates, and other variables. The City recognizes that these variables are not fixed and certain. They are assumptions, and there is a range ofreasonable assumptions. Those reasonable assumptions show a propertyvalue between $1 million and $1:5 million. 3. The property is adjacent to the G atewayProject as currently designed and can be incorporated into the Gateway Project in a manner that will be beneficial to the overall project. 4. The City is a sponsor of the Gateway Project. It is in the best interests of the City to assure that the Gateway Project proceeds in the most expedient and economical fashion reasonable. 5. The Gateway Project is currently being delayed by litigation which, in part, involves the sellers ofthe land that is the subject ofthe Agreement ofPurchase and Sale of Real Property. lithe litigation continues the project will be delayed, at a minimum, 18 months. Due to the war in Iraq and the hurricane damage this year in the southeastern -United States and the high cost of petroleum, the costs of construction materials and supplies, and the overall costs of construction projects, are escalating rapidly. The City has noted this rapid increase in its own recent bids, and it is anticipated that construction costs will continue to escalate rapidly for the foreseeable future, Because of these factors, . if the litigation that is currently delaying the Gateway Project continues, it will result in an increase in costs to the overall project estimated to be $400,000; Additionally, the City has been notified it will loose TIB funding if the project is delayed beyond June 2006. 6. . Purchase of this property by the City will benefit the Gateway Proj ect. It will also have the effect of allowing the pending litigation to be resolved,quickly, and thus saving the project and the City the costs that would otherwise be incurred as a result of delay. 7. All or aportion of the cost of the purchase may possibly be made a project cost, thus reducing the direct expense of the City. . 8. The flexibility that will be added to the Gateway Project as a result of the purchase of this property will allow a project which maybe more acceptable to local residents and businesses. 9. . The flexibility to the project added, by the purchase of this property may allow . a reduction -1- in scope of the Gateway Project, which may result in estimated savings of $300,000 - $500,000, 10. The City will receive income from the property. 11. The purchase of this property. is anticipated to eliminate a significant amount of dissension and contention relating to the project. 12. ' The City Council finds and declares that there is an immediate and beneficial public use for this property, that ownership of the property by the City will benefit the citizens and business of the City, and that the property is necessary for the City to fulfill its public functions and responsibilities. Adopted byy the City Council at its meeting of November 10, 2005. Gary Braun. eputy Mayor Becky Jr. Up' n, 'y Clerk G: \GROLTPICLERK Niichel.CQUncil Findings for Purchase.111005.wpd November 10, 2005 -2- CITY CLERK'S CERTIFICATE I, the undersigned, City Clerk of the City of Port Angeles, Washington (the "City ") and keeper of the records of the City Council of the City (the "Council "), DO HEREBY CERTIFY: 1. That the attached Ordinance is a true and correct copy of Ordinance No. 3241 of the City (the "Ordinance "), as finally passed at a [regular /special] meeting of the Council of the City held on March 21 , 2006, 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 of the Council was present throughout the meeting and a legally sufficient number of members of the Council voted in the proper manner for the passage of said Ordinance; that all other requirements and proceedings incident to the proper adoption or passage of said Ordinance have been duly fulfilled, carried out and otherwise observed, and that I am authorized to execute this certificate. 2006. IN WITNESS WHEREOF, I have hereunto set my hand this 27thday of March P:IDO71DOT1 RH 03/27/06 Summaries of Ordinances Adopted by the Port Angeles City Council on March 21„ 2006 Ordinance No. 3240 This Ordinance of the City of Port ,Angeles, Washington, rezones property in the 1100 block of Park Avenue from RS-7 (Residential, Single Family) to RMD (Residential, Medium Density). Ordinance No. 3241 This Ordinance of the City of Port Angeles Washington, ratifies and confirms the Council's approval of a purchase and sale agreement for the acquisition by the City of certain real property; authorizes the issuance to the seller of such real property of a limited tax general obligation bond of the City in the principal amount of $1,200,000 in accordance with the terms of such agreement; provides the date, form, and terms of the bond; and authorizes the annual levy of taxes to pay the principal of and interest on the bond. The fu11 text of the Ordinance is 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. This Ordinance shall, take effect five days following the date of publication by summary. Becky J. Upton City Clerk Publish: March 26, 2006 _.r�,� ; -: r�..::_ tx...� -rs� -. �� un.�_��.._�:._