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ORD 87-25 GENERAL OBLIGATION BONDCITY OF WINSLOW, WASHINGTON ORDINANCE NO. 87- 25 AN ORDINANCE of the City of Winslow, Washington, relating to contracting indebtedness; providing for the issuance of $230,000 par value of Limited Tax General Obligation Bonds, 1987, of the City for general City purposes to provide funds with which to pay for a part of the cost of reimbursing the Utility Fund for money lent to the Current Expense Fund pursuant to Ordinance No. 86-22 for tile purpose of converting two existing roads into a foot path, constructing a parking area with road access to a new boat launching ramp, constructing a floating dock adjacent to that boat launching ramp and various other site improvements at Waterfront Park, and ko pay for a part of the cost of reimbursing the Utility Fund for money lent to the Street Fund pursuant to Ordinances Nos. 86-22 and 87-18 for the purpose of constructing sidewalks and curbs on Olympic Drive between the Ferry Terminal and Winslow Way, on Ferncliff Avenue between Winslow Way and Wing Point Way, and on Winslow Way between Bjune Drive and Ferncliff Avent~e and between Fknch Place and Madison Av{~nlae; 17ixing I,}te dale, l;orlu, maturities, int.e~e:;i, rates, terms and covenants u[ the bonds; eskablishinU a bond ~edemption fund; and approving the sale and pEoviding for the delivery of the bonds to Harper, McLean & Company of Seattle, Washington. WHEREAS, the City of Winslow, Washington (the "City"), is in need of funds for the purpose of paying for a part of the cost of reimbursing the Utility Fund for money lent to the Current Expense Fund pursuant to Ordinance No. 86-22 for the purpose of converting two existing roads into a foot path, constructing a parking area with road access to a new boat launching ramp, constructing a floating dock adjacent to that boat launching ramp and various other site improvements at Waterfront Park, and for the purpose of paying for a part of the cost of reimbursing the Utility Fund for money lent to the Street Fund pursuant to Ordinances Nos. 86-22 and 87-18 for the purpose of constructing sidewalks and curbs on Olympic Drive between the Ferry Terminal and Winslow Way, on Ferncliff Avenue between Winslow Way and Wing Point Way, and on Winslow Way between Bjune Drive and Ferncliff Avenue and betweeu Finch Place and Madison Avenue, the esti~nated cost of which is $230,000, and the City does not have available sufficient funds to pay the cost; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WINSLOW, WASHINGTON, DO ORDAIN as follows: Section 1. D__e_~t ~apacity. The assessed valuation of the taxable property of the City as ascertained by the last preceding assessment for City purposes for the calendar year 1987 is $139,898,768. The City has outstanding general indebtedness evidenced by limited tax general obligation bonds in the principal amount of $294,000 incurred within the limit of up to 3/4 of 1% of the value of the taxable property within the City permitted for general municipal purposes without a vote of tile qua tilled vot_ers therein, and for unlimited tax general obligation bonds [n the principal amounl of $55,000 ~ncurred within the limit of up to 2-1/2% of the value of tile taxable property within the City for capital purposes only issued pursuant to a vote of the qualified voters of tile City. The amount of indebtedness for which bonds are authorized berein to be issued is $230,000. Section 2. Authorization of Bonds. The City shall borrow money on the credit of the City and issue negotiable limited tax general obligation bonds evidencing that indebtedness in the amount of $230,000 for general City purposes to provide the funds to pay for a part of the cost of reimbursing the Utility Fund for money lent to the Current Expense Fund pursuant to Ordinance No. 86-22 for the purpose of converting two existing roads into a foot path, constructing a parking area with road access to a new boat launching ramp, constructing a floating dock adjacent to that boat launching ramp and various other site improvements at Waterfront Park, and to pay for a part of the cost of reimbursing the Utility Fund for money lent to the - 2 - Street Fund pursuant to Ordinances Nos. 86-22 and 87-18 for the purpose of constructing sidewalks and curbs on Olympic Drive between the Ferry Terminal and Winslow Way, on Ferncliff Avenue between Winslow Way and Wing Point Way, and on Winslow Way between Bjune Drive and Ferncliff Avenue and between Finch Place and Madison Avenue (collectively, the "Project") and to pay the costs of issuance and sale ("costs of issuance") of the bonds. The general indebtedness to be incurred shall be within the limit of up to 3/4 of 1% of the value of the taxable property within the City permitted for general municipal purposes without a vote of the qualified voters therein. Section 3. Description of Bonds. The bonds shall be called Limited Tax General Obligation Bonds, 1987, of the City (the "Bor~ds"); shall be in the aggregate total principal amount of $230,000; shall be dated Novetnber l, 1987; shall be in the denomination of $5,000 or any integral multiple thereof within a single maturity; shall be numbered separately in the manner and with any additional designation as the Bond Registrar (collectively, the fiscal agencies of the State of Washington located in Seattle, Washington, and New York, New York) deems necessary for purposes of identification; shall bear interest at the rates set forth below (computed on the basis of a 360-day year of twelve 30-day months), payable on November 1, 1988, and semiannually thereafter on each succeeding May 1 and November 1; and shall bear interest at the rates and mature on November 1 in years and amounts as follows: - 3 - Maturity Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 Amounts $10000 10000 10.000 10000 10.000 15.000 15,000 15,000 20 000 20,000 20,000 25,000 25,000 25,000 Interest Rates 6.5o% 7.00 7.20 7.40 7.60 7.80 8.00 8.10 8.20 8.30 8.40 8.45 8.50 8.50 The life of the capital facilities to be constructed with the proceeds of the Bonds exceeds fifteen years. Section 4. RegiStration and Transfer of Bonds. The Bonds shall be issued only in registered form as to both principal and interest and be recorded on books or records maintained by the Bond Registrar (the "Bond Register"). The Bond Register shall contain the name and mailing address of the owner of each Bond and the principal amount and number of each of the Bonds held by each owner. Bonds surrendered to the Bond Registrar may be exchanged 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. Any exchange or transfer shall be without cost to the owner or transferee. The Bond Registrar shall not be obligated to exchange or transfer any Bond during the fifteen days preceding any principal payment or redemption date. S_e_ction ~. Pjyment of Bonds. 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 checks or drafts mailed on the interest payment date to the registered owners at the addresses appearing on the Bond - 4 - Register on the fifteenth 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 either of the principal offices of the Bond Registrar at the option of the owners. Section 6. O_pt_~onal Redemption and Open Market Purchase of Bonds. Bonds maturing in the years 1989 through 1996, inclusive, shall be issued without the right or option of the City to redeem those Bonds prior to their stated maturity dates. The City reserves the right and option to redeem the Bonds maturing on or after November 1, 1997, prior to their stated maturity dates, as a whole, or in part in inverse order of maturity (and by lot within a maturity in such manner as the Bond Registrar shall determine), on November 1, 1996, or on any interest payment date thereafter, at par plus accrued interest to the date fixed for redemption. Portions of the principal amount of any Bond, in installments of $5,000 or any integral multiple thereof, may be redeemed. If less than all of the principal amount of any Bond is redeemed, upon surrender of that Bond at either of tile principal offices of the Bond Registrar, there shall be issued to the registered owner, without charge therefor, a new Bond (or Bonds at the option of the registered owner) of the same maturity and interest rate in any of the denominations authorized by this ordinance in the aggregate total principal amount remaining unredeemed. The City further reserves the right and option to purchase any or all of the Bonds in the open market at any time at a price not in excess of par plus accrued interest to the date of purchase. All Bonds purchased or redeemed under this section shall be cancelled. - 5 - Section 7. Notice of Redemption. The City shall cause notice of any intended redemption of Bonds to be given not less than thirty nor more than sixty days prior to the date fixed for redemption by first-class mail, postage prepaid, to the registered owner of any Bond to be redeemed at the address appearing on the Bond Register at the time the Bond Registrar prepares the notice, and the requirements of this sentence shall be deemed to have been fulfilled when notice has been mailed as so provided, whether or not it is actually received by the owner of any Bond. Interest on Bonds called for redemption shall cease to accrue on the date fixed for redemption unless the Bond or Bonds called are not redeemed when presented pursuant to the call. In addition, the redemption notice shall be mailed within the same period, postage prepaid, to Moody's Investors Service, Inc., and Standard & Poor's Corporation at their offices in New York, New York, or thei T successors, to Harper, McLea~ & Company, at its principal office in Seattle, Washington, or its successor, and to such other persons, including registered securities depositories, and with such additional information as the City Clerk-Treasurer shall determine, but these additional mailings shall not be a condition precedent to the redemption of Bonds. Section 8. Failure to Redeem Bonds. If any Bond is not redeemed when properly presented at its maturity or call date, the City shall be obligated to pay interest on that Bond at the same rate provided in the Bond from and after its maturity or call date until that Bond, both principal and interest, is paid in full or until sufficient money for its payment in full is on deposit in the bond redemption fund hereinafter created and the Bond has been called for payment by giving notice of that call to the registered owner of each of those unpaid bonds. - 6 - Section 9. Pledge of Taxes. For as long as any of the Bonds are outstanding, the City irrevocably pledges to include in its budget and levy taxes annually within the constitutional and statutory tax limitations provided by law without a vote of the electors of the City on all of the taxable property within the City in an amount sufficient, together with other morley legally available and to be used therefor, to pay when due the principal of and interest on the Bonds, and the full faith, credit and resources of the City are pledged irrevocably for. the annual levy and collection of those taxes and the prompt payment of that principal and interest. Section 10. Form and Execution of Bonds. The Bonds shall be printed or lithographed on good bond paper in a form co~sistent with the terms of this ordinance. The Bonds shall be signed by the Mayor a~d City Clerk-Treasure~, eihher or both of whose signahures may be ma~ual or in facsimile, and the seal of the City or a facsimile repFoduction thereof shall be impressed or printed thereon. Only Bonds bearing a Certificate of Authentication in the form set forth below, manually signed by the Bond Registrar, shall be valid or obligakory for any purpose or entitled to the benefits of this ordinance. The authorized signing of a Certificate of Authentication shall be conclusive evidence that the Bonds so authenhicated have been duly executed, authenti- cated and delivered and are entitled to the benefits of this ordinance. - 7 - CERTIFICATE OF AUTHENTICATION This bond is one of the fully registered City of Winslow, Washington, Limited Tax General Obligation Bonds, 1987, described in the Bond Ordinance. WASHINGTON STATE FISCAL AGENCY Bond Registrar By Authorized Officer If any officer whose facsimile signature appears on the Bonds ceases to be an officer of the City authorized to sign bonds before the Bonds bearing his or her facsimile signature are authenticated or delivered by the Bond Registrar or issued by the City, those Bonds nevertheless may be authenticated, delivered and issued and, when authenticated, issued and delivered, shall be as binding on the City as though that person had continued to be an officer of the City authorized to sign bonds. Any Bond also may be signed on behalf of the City by any person who, on the actual date of signing of the Bond, is an officer of the City authorized to sign bonds, although he or she did not hold the required office on the date of issuance of the Bonds. Section 11. Bond Registrar. 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 be open to inspection by the City at all times The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver Bonds transferred or exchanged in accordance with the provisions of the Bonds and this ordinance, to serve as the City's paying agent for the Bonds and to carry out all of the Bond Registrar's powers and duties under this ordinance and City Ordinance No. 83-10 establishing a system of registration for the City's bonds and obligations. - 8 - The Bond Registrar shall be responsible for its representations contained in the Bond Registrar's 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 depository for and permit any of its officers or directors to act as members of, or in any other capacity with respect to, any committee formed to protect the rights of Bond owners. Section 12. Fresery_atj~o_n__o_f__. T_ax Exemptior~_~f_9_r I_jLter~est_p__n Bonds. The City covenants that it will take all actions necessary to prevent interest on the Bonds from being included in gross income for federal income tax purposes, and it will neither take any action nor make or permit any use of proceeds of the Bonds or other funds of the City treated as proceeds of the Bonds at any thne during the term of the Bonds which wi [1 cause interest on the Bonds to be included in gross income for federal income tax purposes. The City certifies that it has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. SJc_ti_o_n_~13. Small Gp_v~e_~r~m~ejf_t_a~.l_.I~s_s_uer Arbitra~q_e_ Rebate _Exempt ion.. _a_n_d___D_~S_i__gnat ion of Bonds as '_'_Qu_a_!_i f led Tax-_E_x___e_mpt Obligations." The City finds and declares that (a) it is a duly organized and existing governmental unit of the State of Washington and has general taxing power; (b) no Bond which is part of this issue of Bonds is a "private activity bond" within the meaning of Section 141 of the United States Internal Revenue Code of 1986, as it may be amended (the "Code"); (c) at least 95% of the net proceeds of the Bonds will be used for local governmental activities of the City (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the City); (d) the aggregate face amount of all tax-exempt - 9 - obligations (other than private activity bonds) issued by the City and all entities subordinate to the City (including any entity which the City controls, which derives its authority to issue tax-exempt obligations from the City or which issues tax-exempt obligations on behalf of the City) during the calendar year in which the Bonds are issued is not reasonably expected to exceed $5,000,000; and (e) the amount of tax-exempt obligations, including the Bonds, designated by the City as "qualified tax-exempt obligations" for the purposes of Section 265(b)(3) of the Code during the calendar year in which the Bonds are issued does not exceed $10,000,000. The City therefore certifies that it is an issuer which qualifies for the small governmental issuer arbitrage rebate exemption under Section 148(f)(4)(C) of the Code and designates the Bonds as "qualified tax-exempt obligations" for the purposes of Section 265(b)(3) of the Code. Section 14. Bonds Negotiable. The Bonds shall be negotiable instruments to the extent provided by RCW 62A.8-102 and 62A.8-105. Section 15. Advance Refunding of the BondS. The City may issue advance refunding bonds pursuant to the laws of the State of Washington or use money available from any other lawful source to pay when due the principal of and interest on the Bonds, or any portion thereof included in a refunding or defeasance plan, and to redeem and retire or refund all such then-outstanding Bonds (hereinafter collectively called the "defeased Bonds") and to pay the costs of the refunding or defeasance. If money and/or "government obligations" (as defined in Chapter 39.53 RCW, as now or hereafter amended) maturing at a time or times and bearing interest in amounts (together with money, if necessary) sufficient to redeem and retire or refund the defeased Bonds in accordance with their - 10 - terms are set aside in a special trust fund irrevocably pledged to that redemption and retirement of defeased Bonds (hereinafter called the "trust account"), then all right and interest of the owners of the defeased Bonds in the covenants of this ordinance and in the funds and accounts obligated to the payment of the defeased Bonds shall cease and become void. The owners of defeased Bonds shall have the right to receive payment of the priucipal of and interest on the clefeased Bonds from the trust account. 'Fhe defeased Bonds shall be deemed no longer out- standing, and the City may apply any money in any other fund or account established for the payment or redemption of the clefeased Bonds to any lawful purposes as it shall determine. Section 16. Bond Fund. There is created and established in the office of the City Clerk-Treasurer a special fund designated as tile Lhnited 'Fax General Obligation Bond Fund, 1987 (the "Boud Fund"). Accrued interest on the Bonds, if arty, received from the sale and delivery of the Bonds shall be paid into the Bond Fund. Three-fourths of the principal proceeds received froin the sale and delivery of the Bonds shall be paid into tile Current Expense Fund of the City arid used for the purposes specified in Section 2 of this ordinance. One-fourth of the principal proceeds received froln tile sale and delivery of the Bonds shall be paid into the Street Fund of the City and used for the purposes specified in Section 2 of this ordinance. Until needed to pay the costs of the Project and costs of issuance of the Bonds, the City may invest principal proceeds temporarily in any legal investment, and the investment earnings may be retained in the Current Expense Fund and tile Street Fund, respectively, and be spent for the purposes of those funds. All taxes collected for and allocated to the payment of the principal of and interest on the Bonds shall be deposited in the Bond Fund. - 11- Section 17. Approval of Bond Purchase Contract. Harper, McLean & Company of Seattle, Washington, has presented a purchase coiltract dated November 5, 1987 (the "Purchase Contract"), to the City offering to purchase the Bonds under the terms and conditions provided in the Purchase Contract, which written Purchase Contract is on file with the City Clerk-Treasurer and is incorporated herein by this reference. The City Council finds that entering into the Purchase Contract is in the City's best interest and therefore accepts the offer contained therein and authorizes its execution by the Mayor. The Bonds will be printed at City expense and will be delivered to the purchaser in accordance with the Purchase Contract, with the approving legal opinion of Roberts & Shefelman, municipal bond counsel of Seattle, Washington, regarding the Bonds printed on each Bond. Bond counsel shall not be required to review arid shall express rio opinion concerning tile completeness or accuracy of any official state- ment, offering circular or other sales material issued or used in connection with the Bonds, and bond counsel's opinion shall so state. The proper City officials are authorized and directed to do everything necessary for the prompt delivery of the Bonds to the purchaser and for the proper application and use of the proceeds of the sale thereof. Section 18. Tempora__ry Bond. Pending the printing, execution and delivery ko the purchaser of definitive Bonds, the City may cause to be executed and delivered to the purchaser a single temporary Bond in the total principal amount of the Bonds. The temporary Bond shall bear the same date of issuance, interest rates, principal payment dates and terms and covenants as the definitive Bonds, shall be issued as a fully registered Bond in the name of the purchaser, arid otherwise shall be in a - 12 - form acceptable to the purchaser. The temporary Bond shall be exchanged for definitive Bonds as soon as they are printed, executed and available for delivery. Section 19. Effective Date of Ordinance. This ordinance shall take effect and be in force five days after its passage and legal publication. PASSED by the City Council and APPROVED by the Mayor of the City of Winslow, Washington, at a regular open public meeLing thereof, this 5th day of November, 1987. CITY OF WINSLOW, WASHINGTON ATTEST: City Clerk-Treasurer FORM APPROVED: City Attorney 2359w - 13 - I, DONNA JEAN BUXTON, City Clerk-Treasurer of the City of Winslc~.~, Washington, certify that the attached copy of Ordinance No. 87-25, is a true and correct copy of the original resolution ~dopted on the 19th day of Nov~Der, 1987, as that resolution appears on the Minute Book of the City. DATED this 19th day of November, 1987. Doima Jean Buxton, City Clerk-Treasurer